EMPLOYMENT SETTLEMENT AGREEMENT



      This Employment  Settlement Agreement (this "Agreement") is by and between
Talk Visual Corporation,  a corporation organized and existing under the laws of
the State of Nevada ("TVCP"),  and Clinton H. Snyder, an individual  residing in
Miami Beach, Florida ("Snyder").

      WHEREAS,  Snyder  has  served as Chief  Financial  Officer of TVCP under a
verbal understanding as it related to a draft agreement dated July 22, 1998 with
Videocall International Corporation, predessor to TVCP as adopted and amended at
various Board of Directors meetings (the "Verbal Agreement"); and

      WHEREAS,  this certain  Verbal  Agreement  shall be  terminated  effective
January 25, 2002 (the "Effective Date"); and

      WHEREAS,  TVCP and Snyder intend to enter into a termination  arrangement;
and

      NOW,  THEREFORE,  for  good  and  valuable  consideration  of  the  mutual
covenants  herein  contained  and  the  mutual  benefits  to be  gained  by  the
performance thereof and other good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

      1. Snyder and TVCP   acknowledge  and agree that the Verbal  Agreement  is
terminated  effective on the Effective Date. As of January 25, 2002,  Snyder and
TVCP agree that any further  employment  relationship,  if at all,  between them
shall be on an at-will  basis,  with base salary,  perquisites  and benefits not
less  than  the  corresponding  terms  in  effect  under  the  Verbal  Agreement
immediately  prior  to the  Effective  Date,  or on such  other  terms as may be
mutually acceptable to each party.

      2. Snyder and TVCP further  acknowledge  and agree that upon  execution of
this  Agreement,  TVCP shall  forgive an existing  debt  obligation of Snyder to
TVCP,  as  recorded on the books of TVCP,  in the amount of Twenty Six  Thousand
Dollars  ($26,000),  plus any interest  due,  plus any FICA or FUTA taxes due on
that sum. Snyder  acknowledges  the he is solely  responsible for any federal or
state income  taxes due on those sums.  TVCP  further  acknowledges  not to hold
Snyder liable for the  prepayment  made on storage unit #3071 at 11501  Biscayne
Blvd, Miami,  Florida,  such prepayment being a part of the consideration in the
relocation of Snyder from New England to Florida.

      3. Snyder and TVCP further  acknowledge  and agree that upon  execution of
this Agreement, TVCP shall be obligated for the following items:

         a)  TVCP shall pay Snyder's  health  insurance  premium for a six month
             period commencing February 1, 2002 and ending July 31, 2002.

         b)  TVCP  shall  transfer  title to the  personal  computer  Snyder has
             utilized in his daily employment since inception,  to Snyder,  free
             and clear. Both parties acknowledge a fair market value of $200.

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      4. Snyder and TVCP further  acknowledge  and agree that upon  execution of
this Agreement, Snyder consents to the following items:

         a)  Snyder shall be available to assist his  successor via telephone or
             in person,  in transfer  and  transition  of  information,  duties,
             activities,  projects or any and all informational requirements for
             the successor to execute the duties of the position.

         b)  Snyder agrees,  for the earlier of January 1, 2003 or so long as he
             remains  on the  Board  of  Directors  of  TVCP,  exclusive  of any
             voluntary  resignation,  not to sell or transfer  his  ownership in
             three  million  shares  of  TVCP's  common  stock as  evidenced  by
             certificate  number 1491. This restriction may only be waived prior
             to January 1, 2003,  by consent of an officer or  Director of TVCP,
             except as noted as  follows.  Failure of TVCP to maintain a minimum
             one  million  dollars of  Directors & Officers  coverage  insurance
             shall  result in Snyder's  resignation  from the Board of Directors
             and be  considered  a release  of the  restriction  herein.  Snyder
             consents to affixing a restrictive  legend  referencing this clause
             on that certificate.

      5. By this Agreement,  TVCP and Snyder intend to resolve among  themselves
any and all  claims,  demands,  actions  or causes of action  (including  any in
equity),  whether known or unknown,  contingent or otherwise, of whatsoever kind
or nature for or because of any matter or thing done,  omitted or suffered to be
done by or on behalf of any party hereto (the "Claims").

      6. Except  as  set forth  herein,  Snyder  and TVCP and  their  respective
successors,  assigns, partners,  shareholders,  officers, directors,  employees,
representatives  and affiliates further hereby release,  indemnify and hold each
other  harmless from any and all Claims  arising prior to and including the date
hereof  and any other  claims,  liens  causes of  action or  damages  in any way
directly or indirectly  arising out of their  respective  obligations  under the
Verbal Agreement or otherwise.

      7. The parties further agree that they shall maintain the  confidentiality
of the terms of this Agreement, except as required by applicable law.

      8. Snyder and TVCP further  agree to enter into any  agreements or execute
any further  documentation  reasonably  required  by the other to  evidence  and
consummate the agreements set forth herein. In this regard,  the parties further
agree fully to reasonably  cooperate with each other  concerning the disposition
or resolution of any claims or  liabilities  asserted by any third party against
any of them,  concerning the operation of TVCP (i.e., if any third party asserts
false or fraudulent claims against any party hereto,  the parties will cooperate
with each other for the purpose of refuting and  disposing  of such claims;  all
out-of-pocket  incurred by Snyder  related to the  disposition  or resolution of
such  claims  or  liabilities  will be paid by  TVCP,  to the  extent  of and in
accordance  with the indemnity  obligations  of TVCP in favor of its  employees,
officers and directors).

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      9. This Agreement shall be construed under and is enforceable  pursuant to
the laws of the State of Florida.  Any  dispute  under this  Agreement  shall be
resolved in the courts of the state of Snyder's residence.

      10. Each party hereto  acknowledges  that it has read and  understands the
effect of this Agreement and that it is executing this Agreement of its own free
will, has availed  itself of the  opportunity to consult with counsel of its own
choice.  Each  party  covenants  to pay  its  own  legal  fees  incurred  in the
negotiation of this Agreement and any matters related to this Agreement.

      EXECUTED to be effective the 25th day of January, 2002.

                              TALK VISUAL CORPORATION
                              a Nevada Corporation


                              By: /s/ Michael Zwebner
                                 --------------------------------
                              Name:   Michael Zwebner
                              Title:  Chairman


                              By: Clinton H. Snyder
                              -----------------------------------
                                  Clinton H. Snyder, Individually