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                              EMPLOYMENT AGREEMENT

         This Employment Agreement (the "Agreement") is made and entered into
as of this   day of       , 1998 by and between AMERITRUST HOLDINGS, INC., a 
Florida corporation (the "Company") and LARRY SCHWARTZ ("Employee").

                              W I T N E S S E T H:

         WHEREAS, Employee is experienced in the development, marketing and
operating a mortgage banking company, and

         WHEREAS, the Company desire to retain, engage and employ Employee and
Employee desires to be so retained, engaged and employed by the Company in the
capacity of President upon the terms and conditions set forth in this
Agreement, and

         WHEREAS, Employee by reason of the nature of Employee's duties and
responsibilities will be provided access to the Company's confidential and
proprietary information which the Company and its parent, Finantra Capital,
Inc. desires to maintain confidential.

         NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained here, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:

1.       The above and foregoing recitals are true and correct and are
         incorporated herein.

2.       Relationship of the Parties: The Company hereby employs, hires and
         engages Employee as its President and the Employee hereby accepts and
         agrees to such hiring, engagement and employment subject to the
         supervision and pursuant to the orders, advice and discretion of the
         Company's Board of Directors. The 

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         Employee shall also perform such other duties as are customarily
         performed by one holding such position in other, same or similar
         businesses as that engaged in by the Employer.

3.       Duties" During the term of the Employee's employment, the Employee
         shall be responsible for the development, refinement and
         implementation of the Company's mortgage programs and the compliance
         of such programs with governmental laws, rules and regulations. The
         Employee shall work on a full-time basis and carry out his employment
         in a good and professional manner and to the reasonable satisfaction
         of the Company's Board of Directors.

4.       Term: The term of the Employee's employment shall be for a term of
         five (5) years commencing upon the execution of this Agreement and
         subject to the termination provisions set forth in this Agreement,
         provided however, that the term of this Agreement shall be
         automatically extended for an additional one (1) year term unless the
         Company or Employee gives written notice to the other no later than
         thirty (30) days prior to the expiration of any term electing to
         decline such extension.

5.       Compensation:

         5.1      The company covenants and agrees that in consideration of the
                  services performed and to be performed hereunder, it will pay
                  to employee, during the term of Employee's employment under
                  this Agreement, at the Company's regular and customary
                  intervals for payment of compensation to employees, but not
                  less than twice per month, an annual base salary in the sum
                  of $75,000.00 during the first three years of this Agreement.
                  Commencing in the fourth employment year and each year
                  thereafter, the 

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                  Employee shall be entitled to an annual increase in salary in
                  the sum of $5,000.00 per year.

         5.2      Override Commissions: Employee shall be entitled to an
                  override commission on each residential mortgage transaction
                  made by Employer in an amount equal to 4% of the gross
                  revenues derived by employer and all mortgage related
                  companies. Gross revenue shall consist solely of the income
                  derived from original fees, loan discount fees, par-plus or
                  service release premiums. Commissions shall be paid monthly
                  within fifteen (150) days following the close of the month in
                  which the commission was earned and received.

         5.3      Bonus: The Employee during the term of his employment shall
                  be entitled to a bonus equal to ten (10%) percent of the
                  Company's pre-tax net profit. The employee's bonus shall be
                  monthly, within fifteen (15) days of the end of the previous
                  month. Any overpayment shall be repaid to the Company by the
                  Employee. The Bonus funds received by the Employee shall be
                  used to amortize and pay his outstanding debts due Internal
                  Revenue Service and others. *

6.       Benefits: The Employee shall be entitled to the following benefits
         during the period of his employment hereunder:

         6.1      Employee shall be entitled in accordance with the Company's
                  general policies for executives to participate in health,
                  casualty, disability and life insurance programs and any
                  other benefits as are made available from time to time by the
                  Company to other employees or executives.

* The Bonus funds described in this paragraph shall be used in full to amortize
and pay the Employee's liability on the monies owed to Jack Schwartz on the
Promissory Notes having an outstanding balance as of the date hereof in the sum
of $126,000.00; to the Internal Revenue Service in an amount to be negotiated
for unpaid payroll taxes which accrued by SunTrust Financial Corp. and the
monies due Bruce Lazarus and Larry Sazant and Ameritrust Holdings, Inc. in the
amount of $117,000.00. Upon payment in full of the obligations described herein
the bonus payable to Employee pursuant to this section 5.3 shall cease and no
longer be payable.

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         6.2      During the term of his employment the Employee shall be
                  entitled to reimbursement of all reasonable expenses actually
                  paid or incurred by Employee in the course of an pursuant to
                  the performance of his duties hereunder. Any single expense
                  in excess of Five Hundred and 00/100 ($500.00) Dollars shall
                  be verbally approved in advance by the Board Chairman or
                  other person designated by the Company to approve such
                  expenditure.

         6.3      Employee shall be entitled to two (2) weeks paid vacation in
                  any twelve (12) month period during the term of this
                  Agreement. Paid vacation shall be prorated in any calendar
                  year during which the employee is employed under this
                  Agreement for less than an entire year. The Employee shall
                  also be entitled to all paid holidays given by the Company to
                  its executives or employees. In the event any annual accrued
                  vacation time is unused at the conclusion of a calendar year,
                  the unused time may be carried over into the next calendar
                  year or years until utilized.

         6.4      Car Allowance: Employee shall receive a monthly car allowance
                  in the sum of $500.00 per month for the use of his automobile
                  on Company business. The Company agrees to reimburse fuel,
                  maintenance, and automobile insurance for employee. Employee
                  acknowledges liability coverage of not less than $300,000.00.

         6.5      The Employee shall have annual five (5) sick days, which if
                  not used in any year shall be non-cumulative.

         6.6      The Company shall reimburse Employee for his cellular phone
                  charges and his business telephone line installed in his
                  home.


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7.       Incentive Stock Option Program: Employee shall be entitled to
         participate in the Incentive Stock Option program of the Company's
         parent, Finantra Capital, Inc. on an annual basis beginning with the
         calendar year January 1, 1999. The number of incentive stock options
         distributable by the Company to the Employee will be based upon the
         Company's annual net pre-tax income as follows: 

                  If the Net Pre-Tax Income of the Company is in excess of:

                      NET PRE-TAX INCOME       ISO GRANT
                               500,000            25,000
                               750,000            50,000
                             1,000,000            75,000
                             1,250,000           100,000
                             1,500,000           125,000
                             1,750,000           150,000
                             2,000,000           175,000
                             2,250,000           200,000
    
                  Notwithstanding the above distribution schedule, should the
         Company achieve net pre-tax income in the calendar year 1999 of at
         least $250,000.00, Employee shall be granted 50,000 ISO's. This
         exception to the distribution schedule shall only apply to the
         calendar year 1999.

                  The Incentive Stock Option Program shall be funded with
         common shares of the Company's parent, Finantra Capital, Inc. The
         ISO's shall have a vesting period of six months and an exercise period
         of eighteen (18) months from the date of issuance. The exercise price
         of the options shall be equal to the closing price of the stock on the
         date of issuance multiplied by 65%. Payment shall be due in full upon
         the exercise of the option by the Employee.


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8.       Disability: In the event that Employee shall become incapacitated by
         reason of mental or physical disability during the term of his
         employment such that he is prevented from performing his principal
         duties and services hereunder for a period of sixty (60) consecutive
         days or for shorter periods aggregating ninety (90) days during any
         twelve (12) month period, the Company thereafter shall have the right
         to terminate Employee's employment under this Agreement by sending
         written notice of such termination to the Employee or his legal
         representative and thereupon his employment shall hereunder
         immediately terminate. Upon such termination Employee shall be
         entitled to receive and shall be paid by the Company his salary in
         effect on the date of termination paid at the Company's regular and
         customary intervals for the payment of salaries for the lesser of
         three (3) months or the remaining terms of this Agreement. In
         addition, during such period, Employee shall continue to receive his
         benefits described in this Agreement as in effect at the date of
         termination. Immediately following the expiration of such applicable
         period the employee shall no longer be entitled to further Company
         benefits. The employee agrees to accept the payments described herein
         I full discharge and release of the Company of and from any further
         obligations under this Agreement. Such discharge and release shall not
         affect any rights or remedies which may be available to Employee or
         the Company otherwise than under this Agreement.

9.       Termination:

         9.1      Cause: The Company shall have the right to terminate the
                  employment of Employee hereunder at any time for cause [as
                  used herein, "cause"] if: 

                  9.1.1    Employee shall be convicted by a court of competent
                           and final


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                           jurisdiction of any crime [whether or not involving
                           the Company] which constitute a felony in the
                           jurisdiction involved or otherwise commit acts of
                           moral turpitude in such a manner as to adversely
                           reflect upon the reputation of the Company; or

                  9.1.2.   Employee shall commit any act of embezzlement or
                           similar material dishonest and injurious conduct
                           against the Company; or

                  9.1.3.   Employee shall demonstrate reckless disregard or
                           grossly negligent and injurious conduct in
                           connection with the performance of, or a gross
                           disregard for, his duties and responsibilities
                           under, or assigned pursuant to this Agreement; or

                  9.1.4.   In the event, commencing four months following the
                           Commencement date of this Agreement, the net monthly
                           sales volume of the Company is less than 75% of the
                           Company's projected sales goals per month as set
                           forth on Exhibit   attached hereto in any consecutive
                           three month period, or the net annual sales volume
                           is less than 75% of the Company's annual projected
                           sales.

                  9.1.5.   Employee is in material default in the performance
                           of his obligations, services or duties under this
                           Agreement and such default continues for a period of
                           fifteen (15) days after written notice to Employee.

         9.2      Mutual Agreement: Company and Employee may mutually agree to
                  terminate this Agreement.

         9.3      In the event that the employment of Employee shall be
                  terminated by the Company, Employee shall be entitled to
                  receive his salary then in effect through the date of such
                  termination. Employee shall 

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                  accept the payments pursuant to this paragraph in full
                  discharge and release of the company of and from any further
                  obligations under this Agreement. Nothing contained in this
                  paragraph shall constitute a waiver or release by the Company
                  of any rights or claims it may have against the employee,
                  including, but not limited to, any claims or rights pursuant
                  to the provisions set forth in this Agreement.

10.      Best Efforts of Employee: The Employee agrees that employee will, at
         all times, faithfully, industriously and to the best of his ability,
         experience and talents, perform all of the express and implicit terms
         hereof, to the reasonable satisfaction of the Company and its Board of
         directors. It is understood that the Employee must devote his full
         time and effort to the business of the Company and may not render the
         same or similar services or duties during the term hereof to a
         business which is the same or similar to that of the Company.

10.B.    Employer's Covenant.

         The corporation (parent company) will assist Mr. Schwartz in
         performance of his duties through employment of appropriate staff of
         employees and professionals and sufficient working capital to reach
         the corporation business objectives.

11.      Employee's Limitations on Ability to Make Company Commitments: The
         employee shall have the legal authority to enter into contracts and
         commitments for and on behalf of the Company. However, the Employee
         shall not enter into any contract or commitment on behalf of the
         Company which would violate the parameters of the Company's
         underwriting guidelines or be in derogation of the express
         requirements of the Company's credit committee with respect to any
         loan made 

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         by the Company or an expense in excess of One Thousand ($1,000.00)
         Dollars for non-business related expenditures without the express
         written consent of the Company's Board of Directors or the Company's
         Credit Committee.

12.      Trust Funds: All money belonging to the Company which comes into the
         possession of Employee shall be received by Employee in trust for the
         Company and Employee shall immediately deliver said funds to the
         Company for deposit. All of such funds shall be considered "Trust
         Funds."

13.      Covenants, Representations and Warranties of Employee: The Employee
         represents and warrants to the Company as follows:

         13.1     Employee has the power and authority to enter into this
                  Agreement and perform its duties hereunder.

         13.2     Employee shall use his best efforts to comply with all laws,
                  regulations, rules and ordinances pertaining to the Company's
                  business.

         13.3     Employee shall weekly, or at such other interval designated
                  by the company, deliver to the Chairman of the Board of the
                  Company and its parent, activity reports which shall identify
                  all clients and financial activity of the company in forms
                  prescribed by the company.

14.      Restrictive Covenants:

         14.1     Employee recognizes and acknowledges that as a consequence of
                  his duties hereunder, Employee will be provided access to or
                  will come in contact with confidential information of or
                  regarding the Company and its parent, Finantra Capital, Inc.,
                  from time to time. Accordingly, Employee agrees that he will
                  not, during or after the term of his employment except with
                  prior written consent of the Company, disclose any
                  confidential 

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                  information relating to the Company or its Parent. The
                  provisions of this section shall not apply to information
                  which Employee is required to disclose bylaw or by order a
                  court of competent jurisdiction, but only to the extent
                  required by law or by order and when reasonably possible,
                  only if Employee shall give the Company prior notice of such
                  intended disclosure so that the company has the opportunity
                  to seek a protective order if it deems such appropriate.

         14.2     As used in this Agreement, "confidential information" shall
                  mean and include studies, plans, reports, records,
                  promotional materials, agreements, memoranda, documents,
                  information related to Company activities, systems, finances,
                  client lists, research data, personnel data, financing
                  sources, and such other related information not of a public
                  knowledge.

         14.3     For so long as the Employee is employed hereunder, Employee
                  shall not engage either as principal, agent or consultant, or
                  through any corporation, firm or organization in which he is
                  or may be an officer, director, employee, shareholder,
                  partner, member or with which he is otherwise affiliated in
                  any business for profit which is engaged in any activity or
                  business similar to that of the Employer.

         14.4     The Employee covenants and agrees that for a period of two
                  (2) years from the date of his termination of employment with
                  the company, either voluntary or involuntary, that he will
                  not directly or indirectly solicit or aid in the solicitation
                  of any company client who has done business with the Company
                  during the period of time that the Employee was in the employ



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                  of the Company. This provision shall apply to Broward and
                  Dade Counties.

         14.5     It is agreed by the Employee that should he violate the
                  provisions of this section, the Company shall have the right
                  to obtain an Order from a court of competent jurisdiction
                  enjoining him from violating any and all of the provisions of
                  this section or of this Agreement and the Company's
                  application for such a writ of injunction shall be deemed
                  without prejudice to any and all other rights, remedies or
                  actions which may accrue in favor of the Company as a result
                  of the Employee's breach of this provision or of the terms of
                  this Agreement. In the event the Company is required to
                  institute any litigation concerning the terms and conditions
                  of this section or of this Agreement, the prevailing party
                  shall be entitled to reimbursement of all reasonable
                  attorney's fees and costs at both the trial and the appellate
                  court level. The Employee further agrees that in the event of
                  litigation venue shall be only be proper in Dade County,
                  Florida.

15.      Notices: All notices, requests, demands, waivers, consents, approvals
         or other communications required or permitted hereunder shall be in
         writing and shall be deemed to have been given when received if
         delivered personally or by recognized overnight carrier, or three (3)
         days after being sent if sent by Certified or Registered Mail, postage
         prepaid, Return Receipt Requested, to the following addresses:



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                  If to the Company:  Ameritrust Holdings, Inc.
                  Attention:          Robert D. Press, Chairman
                                      1100 Ponce de Leon Boulevard
                                      Coral Gables, Florida 33134

                  With a copy to:     Maynard J. Hellman, Esquire
                                      1100 Ponce de Leon Boulevard
                                      Coral Gables, Florida 33134
    
                  If to the Employee: Larry Schwartz
                                        
                                      -------------------------------

                                      -------------------------------

                  Any party may by notice change the address to which notice or
         other communications to it are to be delivered or mailed.

16.      Miscellaneous Provisions:

         16.1     Captions and Paragraph Headings. Captions and paragraph
                  headings contained in this Contract are for convenience and
                  reference only and in no way define, describe, extend or
                  limit the copy or intent of this Contract nor the intent of
                  any provision hereof.

         16.2     Counterparts: This Contract may be executed in one or more
                  counterparts, each of which shall be deemed an original, but
                  all of which shall constitute one and the same Contract.

         16.3     Binding Effect: This Contract shall enure to the benefit of
                  and shall be binding upon the parties hereto and their
                  respective heirs, personal representatives, successors and
                  assigns. However, under no circumstances shall this Contract
                  be assignable by Employee.

         16.4     Entire Agreement: This contract constitute the entire
                  understanding agreement between the parties and may not be
                  changed, altered or


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                  modified, except by an instrument in writing signed by all
                  parties against whom and enforcement of such Contract would
                  be sought. In the event any provision of this Contract shall
                  be determined by appropriate judicial authority to be illegal
                  or otherwise invalid, such provision, shall be given its
                  nearest legal meaning or be construed or deleted as such
                  authority determines. The remainder of this Contract shall be
                  construed to be in full force and effect. This Contract shall
                  not be modified unless said modification is in writing and
                  signed by the party to be charged.

         16.5     Governing Law and Venue: This Contract shall be construed and
                  interpreted according to the laws of the State of Florida,
                  Venue for any litigation hereunder shall be in Dade County,
                  Florida.

         16.6     Joint Preparation: The preparation of this Contract has been
                  a joint effort of the parties and the resulting documents
                  shall not, solely as a matter of judicial construction, be
                  construed more severely against one of the parties than the
                  other.

         16.7     Attorney's Fees: In the event of any litigation arising out
                  of or relating to this Contract, the unsuccessful party in
                  such litigation shall pay to the successful party all costs
                  and expenses incurred therein by the successful party,
                  including, without limitation, reasonable attorney's fees and
                  costs at the trial and appellate court level.



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