COMPENSATION PLAN AGREEMENT

     THIS Agreement is made effective as of this 10th day of
June, 1995 by and between International Mercantile Corporation
(IMTL), whose address is P.O. Box 340, Olney, Maryland 20830
referred to as the "Company", and Frederic Richardson, whose
address is 1801 Goldmine Road, Brookeville, Maryland 20830,
referred to as the "Employee".

     1.      Employment:     The Company hereby employs the
Employee as a Sales and Business Development Manager and the
Employee hereby accepts such employment in accordance with the
terms and conditions of this Contract.

     2.      Duties of Employee:

             a.     The duties of the Employee are generally
described as follows: to oversee telecommunications and mortgage
development and product and business development for IMTL and
any of its subsidiaries.

             b.     The Company's Rules and Regulations.  The
Employee shall strictly adhere to all the rules and regulations
of the Company which are presently in force or which may be
established hereafter with respect to the conduct of Employees.
The Employee shall also strictly follow the directions of the
Company with respect to the methods to be used in performing his
or her duties.  The Employee is responsible to continue and
maintain the Company's standards of uniformity, purity and
quality with respect to all services performed by the Company.

             c.     Employee agrees that he/she has not been employed
for any of the following activities and/or purposes:

                    1.      for capital raising or for promotional
activities regarding the Company's securities.

                    2.      to directly or indirectly promote or
maintain a market for the Company's securities.

                    3.      to act as a conduit to distribute S-8
Securities 144 securities to the general public.

                    4.      to render investor relations services or
shareholder communications services to the Company.

                    5.      to render advice to the Company regarding
the arrangement or effecting of mergers involving the Company
that have the effect of taking a private company public.

     3.    Power of Employee to Bind Company:      The Employee may
enter into any contract or otherwise bind the Company in any way


<PAGE>    EX-10.2, Pg. 1


he/she sees fit.  Any contracts which the Employee enters into
shall receive authorization from IMTL or it will not be binding
upon the company.

     4.     Other Employment:     It is the Company's intention
that the Employee devote at least 20 hours per week of the
Employee's work effort towards the fulfillment of the Employee's
obligation under this contract.  However during the Employment
period and any subsequent period during which he is employed
hereunder; it is understood that ownership of less than 10% of
the issued and outstanding capital stock of a corporation, the
securities of which are listed on a national securities exchange
or regularly included in the national list of over-the-counter
securities as it may from time to time be published in a
newspaper of general circulation, shall not be deemed to
constitute such a business activity as contemplated hereunder.

     5.     Compensation of Employee:

During the Employment Period:

            a.      As compensation for his services hereunder
Company shall pay Employee, $10,000 per month and 10,000 shares
of restricted stock (as S-8 where available).

            b.      In addition to his salary, Employee shall
entitled to all perquisites which Company makes available to
employees of similar class and station, and be included, to the
extent eligible, under any and all present plans of Company
providing benefits for its employees including, but not limited
to, retirement benefits, thrift plan, group life insurance,
hospitalization, medical, accidental death and dismemberment,
and any and all other similar or comparable benefits made
available to employees of similar class and station: provided,
however, that in no event shall employee have perquisites or
benefits less favorable than favorable than the comparable
perquisites or benefits he is presently receiving from the
Company.

     6.     Employee Expenses:     Employee shall be authorized,
to incur reasonable and necessary expenses(such as travel and
telephone).  Company will reimburse Employee for all such
expenses authorized by Company upon the presentation by Employee
to Company.  Employee is required to submit an itemized request
for reimbursement of such expenditures supported by sufficient
documentation of the expenditures and explanation of their
purpose.

     7.     Term:     The term of this Agreement shall
commence on the date hereof and shall continue for ten (10)
years, with rights to renew.

     8.     Termination of Employment:     Either party may
terminate this contract in the employment hereunder, without
cause and at any time, upon thirty days notice by Certified or
Registered Mail, or facsimile to the other party at the
addresses set forth above.

     9.     Remedies for Breach of Contract:

            a.     In the event the breach or threatened breach of
any provision of the contract of the Employee, the Company shall
be entitled to injunctions, both preliminary and final, and join
in or understanding such breach or threatened breach.  Such
remedies shall be in addition to all other remedies available at


<PAGE>  EX-10.2, Pg. 2


law or in equity including the Company's right to recover from
the Employee any damages that may be sustained as a result of
the Employee's breach of contract.

            b.     In addition to any other remedies the Company may
have available to it under the terms of this contract, the
Company shall be entitled to stop Employee, by means of
injunction, from violating any part of this Agreement, and to
recover by means of an accounting, any profits the Employee may
have obtained in violation of this contract.  The Company shall
be entitled to recover its attorneys fees and expenses in any
successful action by the Company to enforce this Agreement.

     10.     Affiliates:     The term "affiliate" as used herein
shall mean any corporation controlling, controlled by or under
common control with Company.  The term "control" shall mean the
ownership, directly or indirectly, of a sufficient number of
shares of voting stock of any corporation to elect a majority of
the Board of Directors of that corporation.

     11.     Complete Agreement:     This Contract supersedes all prior
contracts and understandings between the Employee and the
Company may not be modified, changed or altered by any promise
or statement by whomever made; nor shall any modification of it
be binding upon the Company until such written modification
shall have been approved in writing by an officer of the
Company.

     12.     Waiver of Breach:     The waiver by the Company of any
breach of any provision of this Contract by the Employee shall
not operate or be construed as a wavier of any subsequent breach
by the Employee.

     IN WITNESS WHEREOF, the undersigned has executed this
Agreement the day and year first above written.


WITNESS:                                  IMTL,


                                          /s/Edward Hutya
                                          Edward Hutya
                                          Executive Vice President
                                          Director



                                          /s/Frederic Richardson
                                          Frederic Richardson


<PAGE>    EX-10.2, Pg. 3