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 Israel Goldreich ("IG"),
an individual residing at 563 Oak Drive West, Lawrence, NY 11691.

                               W I T N E S S E T H

                  The Company  desires to secure the continued  employment of IG
as its Secretary,  Vice President, COO and IG 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 IG as its Secretary,
Vice President,  COO and IG hereby accepts such employment,  upon and subject to
the terms and conditions set forth in this Agreement.

                  2. Services. As Secretary, Vice President and COO, IG shall be
responsible  for  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 IG's efforts by providing  such staff and  facilities,  as the Company's
Board of Directors  shall deem reasonably  necessary.  IG 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.
IG 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 IG 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 IG pursuant to this Agreement,  the Company shall pay
IG a salary  for the  periods  and at the rates as  follows:  IG 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,  IG shall be paid an  annual  salary  of
$100,000.00  with an annual increase during the following nine years of at least
10% per annum. each year. Said $100,000. 00 annual compensation will commence on
June 1, 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  IG AS
MEMBER OF MANAGEMENT. Maxnet has entered into employment agreements with IG as a
principal  executive  officer to provide for IG to receive a  percentage  of any
capita!  raised by Maxnet.  the value of any acquisition by Maxnet, and Maxnet's
pre-tax profits. The officer, Israel Goldreich, the Vice President and Secretary
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
IG'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 and owing for the term of the agreements
shall become due and payable.  Mr.  Goldreich 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,  IG 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 IG 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. IG 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. IG 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
Employee Stock Option Plan and additional compensation plans.

                           (c) IG 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 IG 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 IG's consent.

                  4. Expenses: Automobile.

                           (a) The  Company  recognizes  that IG may incur  from
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  IG of
appropriate vouchers therefore,  the Company agrees to pay, advance or reimburse
IG for expenses reasonably incurred by IG for such business purposes.

                           (b)  Provide IG with a Company  car to be leased at a
cost,  including all maintenance charges, of no more than $500.00 a month or, at
IG's option, with a car allowance of $500.00 per month.

                  5. Benefits / Insurance.

                           (a)  IG  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 IG  hereunder,
the Company shall  maintain  policies of medical  insurance  providing for major
medical  coverage of IG and his family  including  his spouse or the  equivalent
thereof,  and shall also  maintain  a  long-term  disability  policy for IG. 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 IG the first $500,000.00 benefit from which shall be payable to a
beneficiary to be designated by IG 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 IG.

                           (e) IG 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) IG 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.  IG 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,  IG,  shall be  employed  commencing  January 1, 1999 and ending 1/1/
2000. Said $100,000.00 annual  compensation for IG as stated in paragraph 3 will
commence  on June 1,  1999.  Thereafter,  this  Agreement  and  IG'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
IG hereunder except for cause, which shall mean and be limited to the following:

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

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

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

                  9. Severance Compensation upon Termination of Employment.

                  If the Company shall  terminate IG's employment for any reason
other  than  pursuant  to Section 8 (a)  hereof,  or if IG shall  terminate  his
employment pursuant to Section 8 (c) hereof, then the Company shall pay to IG 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,  IG shall receive 100%
of his salary  and bonus,  and other  benefits  for ten others  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, IG 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 Beard of Directors.

                  11.      Confidentiality.

                  IG  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
IG, 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 of 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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