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                        AMENDMENT TO EMPLOYMENT AGREEMENT


         The Employment Agreement (the "Agreement"), dated as of the 10th day of
December, 1999, by and among iLink Telecom, Inc., our predecessor, ("iLink"),
9278 Distributor Inc. ("9278"), and (iii) Sajid Kapadia (the "Executive"), is
amended as follows:


                              W I T N E S S E T H:


         WHEREAS, subsequent to the merger by and among iLink and 9278 (the
"Merger"), the surviving corporation changed its name to 9278 Communications,
Inc. (the "Company"); and

         WHEREAS, the Executive has agreed to amend the repayment terms of a
$2.0 million promissory note made to him by iLink at the time of the Merger, so
that as amended, the terms provide for principal repayments by the Company of
(i) $1.0 million on March 31, 2002, and (ii) $1.0 million on December 31, 2002;

         WHEREAS, the Company desires to recognize Executive's extraordinary
services to the Company and his continued deferral of amounts due to him from
the Company;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree to amend the
Agreement as follows:

         1. The Agreement is hereby amended to provide the Executive with
additional bonus compensation equal to five (5%) percent of the Company's gross
profit. Such bonus compensation shall be paid in cash, or in shares of the
Company's common stock (at seventy-five (75%) percent of the fair market value),
at the Executive's sole discretion.

         2. To accomplish the foregoing, Section 3.6 shall be inserted into the
Agreement, and shall read as follows:

                  "3.6 Additional Bonus. In addition to the Base Salary set
         forth in Section 3.1 hereof, and the discretionary cash bonus and stock
         option grants set forth in Section 3.2 hereof, the Executive shall
         receive an annual bonus equal to five (5%) percent of the gross profit
         of the Company (the "Bonus"). The Bonus shall be paid in cash or, at
         the Executive's sole discretion, in shares of the Company's common
         stock, based upon a per share price equal to seventy five (75%) percent
         of the "Fair Market Value" of such shares. The Bonus shall be earned by
         the Executive on a quarterly basis, and the "Fair Market Value" used to
         determine the number of shares to be issued, if any, shall be the "Fair
         Market Value" of the Company's shares on the final day of the
         applicable quarter (the "Earned Date"). For the purposes of this
         Agreement, if the Company's common stock is quoted or listed on a
         securities exchange or automated quotation system, the average of: (i)
         the average bid price for the ten (10) consecutive


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         trading days immediately prior to the Earned Date, and (ii) the
         average ask price for the ten (10) consecutive trading days
         immediately prior to the Earned Date, shall be used to determine the
         "Fair Market Value of the shares. The Company shall deliver to the
         Executive, on or before the thirtieth day after the end of the
         applicable calendar quarter, a calculation of the Bonus together with
         the fair market value used to calculate the share amount. Payment of
         the Bonus shall be made on or before the forty-fifth day after the end
         of the applicable quarter. The Executive may elect to receive the
         bonus in shares of the Company's common stock, in accordance with this
         section, by notice to the Company at any time on or before payment of
         the applicable bonus is received by the Executive."

         3. All of the other terms and conditions of the Agreement shall remain
in full force and effect.

         4. Unless otherwise indicated, capitalized terms in this amendment
shall have the meanings ascribed to them in the Agreement.

                  IN WITNESS WHEREOF, the parties have duly executed this
amendment to the agreement, as of this 22nd day of March, 2001.


                                                 9278 COMMUNICATIONS, INC.



                                                 By: /s/ Haris Syed
                                                     ---------------------
                                                      Name: Haris Syed
                                                      Title: President



                                                  /s/ Sajid Kapadia
                                                 -------------------------
                                                 Sajid Kapadia