EMPLOYMENT AGREEMENT

                  AGREEMENT,  made as of this 1st day of January,  1999, between
Maxnet,  Inc.  (the  "Company") a Delaware  corporation  with offices at 4400 US
Highway Rt. 9 South,  Suite 2800,  Freehold,  NJ 07728 and Henry Val ("HV"),  an
individual residing at 133 Wyncrest Road, Marlboro, NJ 07746

                               W I T N E S S E T H

                  The Company  desires to secure the continued  employment of HV
as its CEO,  Director,  Officer and HV desires to be so employed  upon the terms
set forth in this Agreement.

                  NOW, THEREFORE. it is agreed as follows:

                  1.  Engagement.  The  Company  hereby  employs  HV as it  CEO,
Director, Officer and HV hereby accepts such employment. upon and subject to the
terms and conditions set forth in this Agreement.

                  2.  Services.   As  CEO,  Director,   Officer,   HV  shall  be
responsible  for overseeing  the Operations of the Company,  and shall have full
authority and responsibility,  subject to the general discretion and approval of
the Company's Board of Directors, for formulating policies and administering the
business  of  the  Company  in  all  respects,   including  the  implementation,
development  and operation of the  Company's  Websites and other  programs.  The
Company shall support HV's efforts by providing  such staff and  facilities,  as
the  Company's  Board of Directors  shall deem  reasonably  necessary.  HV shall
devote his time,  attention  and  energies,  exclusive  of  reasonable  vacation
periods,  to the business and affairs of the Company and the  performance of his
duties  hereunder.  HV shall maintain his office at the Company and shall engage
in such  travel as shall be  reasonably  required  by his  position  and  duties
hereunder.  Nothing herein shall preclude HV from pursing  personal  investments
unrelated to the affairs of the Company during his term of his employment.

                  3.  Compensation.  As full and complete  compensation  for all
services to be rendered by HV pursuant to this Agreement.  the Company shall pay
HV a salary  for the  periods  and at the rates as  follows:  HV shall be paid a
salary of $25,000.00 for the first six - months of employment  beginning January
1,  1999.  Beginning  on June 1,  1999,  HV shall be paid an  annual  salary  of
$125,000.00  with an annual increase during the following nine years of at least
10% per annum. each year. Said $125,000. 00 annual compensation will commence on
June 11, 1999 of this  Agreement  as set forth in Paragraph 3 and 7. Such salary
compensation shall be payable in equal bi-weekly payments.

                           (a)  SIGNIFICANT  CONTRACTUAL  OBLIGATIONS  TO  HV AS
MEMBER OF MANAGEMENT. Maxnet has entered into employment agreements with HV as a
principal  executive  officer to provide for HV to receive a  percentage  of any
capital  raised by Maxnet,  the value of any  acquisition by Maxnet and Maxnet's
pre-tax  profits.  The  officer,  Henry Val, the CEO and COB of the Company will
receive:  (1) 2.5% of all pre-tax profits  recorded by the Company in accordance
with Generally Accepted Accounting  Principles ("GAAP");  (2) the greater of (i)
2% of the value of any  acquisition by Maxnet (as computed by the purchase price
plus the value of any  additional  consideration  paid in  connection  with such
acquisition)  or (ii) 2% of the revenue  reported by the  acquired  party in its
preceding  fiscal year;  and (3) 2.5% of any capital  raised for Maxnet.  In the
case that any  portion of such  consideration  shall  consist of  publicly  held
securities,  the market  price of these  securities  shall be used to  determine
value,  and the value related to any option,  warrant or right to purchase these
securities shall be determined by the Black-Scholes  Model. At HV's option,  any
compensation  due under the foregoing  provisions may be converted into Maxnet's
Common  Stock at a conversion  price equal to the average  closing bid price for
the Common Stock 30 days prior to any such acquisition or capital funding. Under
these  agreements,  in the event of a change of control the  officers may resign
and all amounts due owing for the term of the  agreements  shall  become due and
payable.  Mr. Val waived fifty  percent of his salary since  January 1, 1999, in
exchange  for options to purchase  150,000  shares of Common Stock for $2.00 per
share for three years.

                           (b) In  addition  to  the  compensation  provided  In
Section 3(a) hereof,  HV shall  receive  bonuses in such amounts as the Board of
Directors may from time to time designate as well as beginning  4/1/1999 through
the term of this Agreement HV shall receive additional  compensation in the form
of Employee  Stock Options which will be equal to amount of 100,000 shares to be
purchased  (strike price) at the closing price as of March 31 of the appropriate
year. HV shall also receive additional compensation in the event the Company has
a profitable  year in the form of Employee  Stock Options which will be equal to
amount of 200,000 shares to be purchased  (strike price) at the closing price as
of March 31, of the  appropriate  year,  plus an  additional  5% of the  pre-tax
profit amount of the Company for the appropriate  year. HV shall have the option
to accept the additional 5% profit  compensation  as Cash or Company's  Stock or
(Employee  Stock Options that are equal to double amount of Cash  compensation).
The Company shall properly and timely register all of the shares  underlying the
Employee Stock Option Plan and additional compensation plans.

                           (c) HV shall participate in the Management  Incentive
Plan with his bonus being 5% of pre-tax profits.

                           (d)  Nothing  herein  shall  prohibit  the  Board  of
Directors from granting  additional  compensation  to HV and his salary shall be
reviewed  annually by the Board  concerning  appropriate  increases and/or grant
appropriate  bonuses  for his  contributions  to the  Company  and he  shall  be
included  in any cash or stock  bonus or stock plan  heretofore  or  hereinafter
adopted by the Company. Under no circumstances shall the compensation be reduced
without HV's consent.

                  4. Expenses: Automobile.

                           (a) The  Company  recognizes  that HV may incur  form
time to time for the Company's  benefit and, in  furtherance  of the business of
the  Company,  certain  expenses,  including,  but not limited to,  expenses for
entertainment,  travel  and  similar  items,  and  upon  presentation  by  HV of
appropriate vouchers therefore,  the Company agrees to pay, advance or reimburse
HV for expenses reasonably incurred by HV for such business purposes.

                           (b)  Provide HV with a Company  car to be leased at a
cost,  including all maintenance charges, of no more than $750.00 a month or, at
HV's option, with a car allowance of $750.00 per month.

                  5. Benefits / Insurance.

                           (a)  HV  shall  be  entitled  to  participate  in all
employee benefit programs now in effect or hereafter  adopted by the Company for
the benefit of the Company's key executives and/or officers,  including, but not
limited to retirement,  pension, incentive compensation,  group insurance, stock
options, stock bonuses and other programs of like nature.

                           (b) During the term of  employment  of HV  hereunder,
the Company shall  maintain  policies of medical  insurance  providing for major
medical  coverage of HV and his family  including  his spouse or the  equivalent
thereof,  and shall also  maintain  a  long-term  disability  policy for HV. The
coverage  provided by such  policies  shall be  comparable  to those,  which the
Company presently provides or shall provide.

                           (c) The Company shall purchase key man life insurance
on the life of HV the first $500,000.00 benefit from which shall be payable to a
beneficiary to be designated by HV with the balance payable to the Company.

                           (d) The Company  shall secure  directors and officers
liability  insurance with coverage's and monetary amounts of protection mutually
agreed upon by the Company and HV.

                           (e) HV shall  have the  right to  participate  in the
Company's non-qualified stock option plan.

                           (f) Should the stock of the Company  split or a stock
dividend  be paid  for any  reason  during  the  term  of  this  Agreement,  any
unexercised stock option or warrant,  or portion thereof,  shall be deemed to be
subject to the terms of the stock split or  purchase  the  equivalent  number of
share as  covered by the split as if he had  previously  owned or  received  his
option prior to the stock split.

                  6.  Vacation. Illness and Holidays.

                           (a) HV shall be entitled to reasonable  time off when
ill and to four weeks or more of paid vacation  during each calendar year of his
employment  hereunder.  HV shall also be entitled to observe legal and religious
holidays of his faith with pay.

                  7. Term.

                           (a)  Subject  to the  succeeding  provisions  of this
paragraph,  HV,  shall be  employed  commencing  January 1, 1999 and ending 1/1/
2000. Said $125,000.00 annual  compensation for HV as stated in paragraph 3 will
commence  on June 1,  1999.  Thereafter,  this  Agreement  and  HV's  employment
hereunder shall be automatically  renewed for 9 years. Any such renewal shall be
upon all of the terms and conditions contained herein.

                  8. Termination.

                           (a) The Company may not terminate  the  employment of
HV hereunder except for cause, which shall mean and be limited to the following:

                                    (i) HV's  conviction  of a felony  involving
                                    fraud, or unlawful business conduct;

                                    (ii)   If  HV   shall   become   permanently
                                    disabled,  as  defined  below,  the  Company
                                    shall  have  the  right  to  terminate   his
                                    employment  hereunder  as of the  end of any
                                    calendar  month upon 30 days  notice to him,
                                    in  which  event he  shall  be  entitled  to
                                    receive his  compensation  and all  benefits
                                    accrued  hereunder  until such  termination.
                                    For purposes of this Agreement,  HV shall be
                                    considered permanently disabled, if he shall
                                    be unable to perform his duties hereunder by
                                    reason of physical or mental  incapacity for
                                    periods aggregating 180 days, whether or not
                                    consecutive,   in  any  consecutive  365-day
                                    period,

                           (b) HV may terminate his employment  hereunder if the
Company  shall  commit  a  material  breach  of any of the  provisions  of  this
Agreement,  which  shall  continue  for a period of thirty  (30) days  following
notice by HV to the Company  specifying in  reasonable  detail the nature of any
such  breach,  except that HV may  terminate  his  employment  hereunder  if the
Company  shall  fall to pay  any  compensation  due HV  directly  or  indirectly
pursuant to this Agreement,  and such failure shall continue for a period of ten
(10) days following notice thereof by HV to the Company.

                           (c) Upon  the  death  of HV  during  the term of this
Agreement,  this Agreement  shall  terminate and HV shall be entitled to receive
his  compensation  and all other benefits accrued  hereunder.  In addition,  the
death of HV following the  termination of his  employment  shall not relieve the
Company of any  obligation  the Company may have to pay HV severance as provided
in Section 9 hereof. Any such severance shall be paid to HV's Estate.

                  9. Severance Compensation upon Termination of Employment.

                  If the Company shall  terminate HV's employment for any reason
other  than  pursuant  to Section 8 (a)  hereof,  or if HV shall  terminate  his
employment pursuant to Section 8 (c) hereof, then the Company shall pay to HV as
severance  pay in a lump sum, in cash,  on the fifth  business day following the
date of such  termination  of  employment,  and equal  amount to five  times the
Executive's  annualized includible  compensation for the base period (as defined
in Section 280G(d) of the Internal Revenue Code of 1954, as amended (the "Code")
prior to the date of such termination of employment;  provided, however, that if
the lump sum  severance  payment  under this Section 9,  calculated as set forth
above.

                  In the event of termination  for cause,  HV shall receive 100%
of his  salary  and  bonus,  and other  benefits  for ten years from the date of
discharge.

                  10.  Covenant of Non-Competition.

                  During the period of this Agreement,  provided Maxnet, Inc. is
not in material default of any of the provisions  hereof, HV shall not, directly
engage in any activity which is in direct competition with Maxnet's business and
activities;  nor  shall  he be a member  of any  partnership  or as an  officer,
director or employee of any  corporation  or  business  entity,  which  competes
directly with Maxnet,  Inc.  without the  permission  of the Company's  Board of
Directors;  nor  shall  he  engage  in  or be  actively  involved  in  an  other
consultation or advisory  agreements,  contracts or activities of a professional
or commercial  nature,  which compete  directly with Maxnet unless  permitted by
Maxnet and the Company's Board of Directors.

                  11.  Confidentiality.

                  HV  shall  keep   confidential   and   secret   any   methods,
formulations,  inventions,  know-how,  sales and marketing  techniques and other
information utilized by Maxnet during the course of his employment.

                  12.  Notices.

                  All notices and other communications  required hereunder shall
be in writing and shall be deemed to have been duly given if delivered or mailed
(registered or certified mail, postage prepaid, return receipt requested), if to
HV, to his residence, and if to Maxnet, Inc. to its principal office.

                  13.  Waiver.

                  No waiver of any provision of this  Agreement  shall be deemed
or  shall  constitute  a waiver  of any  other  provision.  No  waiver  shall be
effective unless executed in writing by the parties hereto.

                  14.  Law Governing.

                  This  Agreement  shall be construed and governed in accordance
with the laws of the State of New Jersey.

                  15.  Arbitration.

                  Should either party default in the terms or conditions of this
Agreement,   the  parties  agree  to  binding   Arbitration  with  the  American
Arbitration  Association in New York City, New York. The prevailing  party shall
be entitled to recover all costs incurred as a result of such default  including
all costs and reasonable attorney fees.

                  16.  Entire Agreement.

                  This  Agreement  contains  the  entire  understanding  of  the
parties and may not be modified, amended or supplemented,  except by the written
agreement the parties hereto.

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement the day and year first above written. This Agreement will be effective
as of January 1, 1999.

---------------------------------     --------------------------------------
Israel Goldreich       Date           Henry Val                    Date
                                      CEO Maxnet, Inc.


                  BE IT RESOLVED,  that a duly constituted  meeting of the Board
of directors of Maxnet,  Inc. the foregoing Agreement was accepted and ratified,
and was authorized to be entered into by The Company.

                              BY SECRETARY:                               Date
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