EMPLOYMENT AGREEMENT

      THIS  AGREEMENT  made this 15 day of August l996,  by and between  STARLOG
FRANCHISE CORPORATION, a New Jersey corporation having its office in Clearwater,
Florida, hereinafter referred to as "Employer", JACK J. FITZGERALD,  hereinafter
referred  to as  "Employee",  and HOPE  ASSOCIATES,  LLC, a New  Jersey  limited
liability company,  hereinafter referred to as "Hope",  entered into in the City
of Clearwater, County of Pinellas, State of Florida.

      The parties recite that:

      A.    Employer  is engaged in the  business  of retail  sales of  personal
            property  bearing  licensed  logos  throughout the United States and
            internationally  and  maintains  business  premises  at  Clearwater,
            Florida.

      B.    Employee  is willing to be  employed by  Employer,  and  Employer is
            willing to employ or continue  employment of Employee,  on the terms
            and conditions hereinafter set forth.

      C.    Hope has  provided  financing  to Employer  and,  being  desirous of
            obtaining  Employee's continued employment is willing to provide the
            common stock of Employer to Employee called for in this Agreement.

For the reasons set forth above,  and in  consideration  of the mutual covenants
and  promises  of the  parties,  the  sufficiency  of which the  parties  hereby
acknowledge, Employer, Employee, and Hope covenant and agree as follows:

1.    Agreement to Employ or to Continue Employment; Term of Agreement.

      Employer  hereby  employs  Employee  for the  position of  President,  and
      Employee  hereby  accepts and agrees to such  employment  and both parties
      hereby cancel any prior Employment Agreement between parties.

2.    Description of Employee's Duties.

      Subject  to the  supervision  and  pursuant  to the  orders,  advice,  and
      direction  of  Employer,   Employee  shall  perform  such  duties  as  are
      customarily  performed by one holding such position in other businesses or
      enterprises  of the same or similar nature as that engaged in by Employer.
      Employee shall  additionally  render such other and unrelated services and
      duties as may be assigned to his from time to time by Employer.

3.    Manner of Performance of Employee's Duties

      Employee shall at all times faithfully,  industriously, and to the best of
      his ability, experience and talent perform all duties that may be required
      of and from him pursuant


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      to the express and implicit terms hereof,  to the reasonable  satisfaction
      of Employer. Such duties shall be rendered at the above mentioned premises
      and at such other place or places as Employer  shall in good faith require
      or as the interest,  needs,  business and  opportunities of Employer shall
      require or make advisable.

4.    Compensation

      Employee  acknowledges  and  agrees  that  the  only  compensation  and/or
      benefits that Employee is to receive from Employer are as follows:

      (a) Employee  shall  receive a base annual salary to be paid in accordance
      with  Employer's  customary  payro1l  practice.   The  initial  amount  of
      Employee's   base  annual   salary  shall  be  EIGHTY   THOUSAND   DOLLARS
      ($80,000.00) for the first year of this Agreement,  and shall be increased
      by the amount of TEN THOUSAND DOLLARS  ($10,000.00)  upon  confirmation of
      the Employer's Chapter 11 Plan. In addition,  as of January 1 of each year
      during the term of this Agreement commencing on January 1, 1997, such base
      annual salary shall  likewise be increased by such amount.  Such increases
      shall not exceed salary of ONE HUNDRED FORTY THOUSAND  DOLLARS  ($140,000)
      per annum.

      (b) Employee  shall receive a  performance  bonus for each year during the
      term of this Agreement. Such bonus shall be equal to an amount which bears
      the  same  ratio  to  Employee's  base  annual  salary  for  such  year as
      Employer's "net income before taxes" bears to Employer's "gross sales" for
      such year not to exceed,  however,  fifty percent (50%) of Employees' base
      annual salary. Employer's net income before taxes and gross sales shall be
      equal  to  those  amounts   determined  by  Employer's   certified  public
      accountants and reported in Employer's Form 10-K filed with the Securities
      and Exchange Commission.

      (c) Employee shall receive an automobile allowance of FIVE HUNDRED DOLLARS
      ($500.00)  per month,  payable in  accordance  with  Employer's  customary
      payroll practices.

      (d) Employer  shall  provide  health  insurance  coverage for Employee and
      Employee's spouse in accordance with Employer's customary health insurance
      coverage for its employees.

5.    Stock Option

      Employee shall have the option, exercisable annually for three consecutive
      one-year  periods  beginning  thirty  (30)  days  after   confirmation  of
      Employer's  Chapter  11 Plan of  Reorganization  upon ten day's (10) prior
      notice to Employer,  to acquire at a cost of $.06 per share,  five percent
      (5%) per year (up to a total of 15%) of the then  issued  and  outstanding
      common stock of Employer.  Employer and Hope  Associates,  LLC agree to do
      whatever is  necessary,  including  the  issuance of  previously  unissued
      shares and purchasing shares on the open market, to carry out the terms of
      this  paragraph.  Failure to exercise such option in any year,  except the
      third year, shall not deprive Employee of the right to exercise the option
      in a subsequent year. Notwithstanding the foregoing,


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      Employee's  total  stock  ownership  as a result  of the  exercise  of the
      options granted in this paragraph shall not exceed the percentage of stock
      Employee  would  own as if he  were  a  member  of  Hope  Associates,  LLC
      calculated  by deriving  the total stock of Employer  owned by the members
      plus the stock owned by  Employee  and  dividing  the sum by the number of
      members  plus  one  (1).  Employee  agrees  to  adjust  his  ownership  of
      Employer's stock upon request of Hope Associates, LLC from time to time to
      comply with this provision.

6.    Duration and Termination of Employment

      The term of this  Agreement is for a period of five (5) years,  commencing
      upon April 1, 1996. The employment  relationship  may be terminated at any
      time by  either  party  with or  without  cause.  In the  event  that this
      Agreement is terminated by Employer  without cause,  then until the sooner
      of a period  of one  year (1)  subsequent  to such  termination,  or until
      Employee  obtains  other  employment,   Employer  shall  continue  to  pay
      Employee's  base  annual  compensation,  determined  upon the date of such
      termination,  and shall continue to provide health  insurance  coverage to
      Employee and Employee's  spouse upon terms  identical to that prior to the
      termination  of  this  Agreement.   Termination  without  cause  will  not
      terminate Employee's stock options hereunder. This paragraph shall survive
      termination of this agreement.

7.    Employee's Loyalty to Employer's Interest

      Employee  shall devote his best efforts and all of his full business time,
      attention,  knowledge and skill solely and exclusively to the business and
      interest of  Employer,  and  Employee  shall be entitled to all  benefits,
      emoluments,  profits or other  issues  arising from or incident to any and
      all work, services and advice of Employee.  Employee expressly agrees that
      during the term hereof he will not be interested,  directly or indirectly,
      in any form, fashion or manner as partner, officer, director, stockholder,
      advisor,  Employee, or in any other form or capacity in any other business
      similar to Employer's business or any allied trade.

8.    Nondisclosure of Information Concerning Business

      Employee will not at any time, in any fashion,  form or manner directly or
      indirectly  divulge,  disclose  or  communicate  to any  person,  firm  or
      corporation in any manner  whatsoever any information of any kind,  nature
      or  description  concerning  any  matters  affecting  or  relating  to the
      business of Employer,  including without  limitation,  the names of any of
      it's  customers,  the price at which it places  it's  advertising,  or any
      other  information  concerning  the  business of  Employer,  its manner of
      operation  or its plans,  processes  or other data of any kind,  nature or
      description  without regard to whether any or all of the foregoing matters
      would be deemed confidential,  material or important,  except within those
      perimeters  dealing with usual  operating  procedures  in the promotion of
      business services.

      The parties hereby stipulate that, as between them, the foregoing  matters
      are important,  material and confidential and gravely affect the effective
      and successful conduct of the


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      business of Employer and it's  goodwill,  and that any breach of the terms
      of this section is a material breach of this agreement.

9.    Trade Secrets

      Employee  agrees during the period of his employment by Employer and for a
      one year period  following the termination,  for whatever  reason,  of his
      employment  with Employer and Employee shall keep and hold as confidential
      all information or trade secrets relating to the business which accrued to
      him during his course of employment with Employer.  Employee agrees not to
      divulge any trade secrets or any other confidential information pertaining
      to the  business of  Employer,  including  but not  limited to,  names and
      addresses of Employer's past or present clients. Employee will not, during
      or after the term of his employment,  furnish to any  individual,  firm or
      corporation  other than with  Employer's  written  permission  any list of
      clients,  suppliers,   employees  or  any  other  information  related  to
      Employer's business.

      It is understood  that "trade secrets" as used in this Agreement is deemed
      to include  lists of clients,  customers,  contracts,  lists of suppliers,
      employees software  compilations,  operating procedures,  licenses, or any
      other  information of whatever  nature which gives Employer an opportunity
      to obtain an  advantage  over it's  competitors  who do not have access or
      know or use it. Employee  agrees that,  upon separation from Employer,  he
      will return all company property including all copies of any company trade
      secrets  that  have  been  in  his  possession  during  the  term  of  his
      employment.  Employee will not make copies of these documents for personal
      use at any time.  After  termination  of  Employee's  employment  all mail
      addressed to Employee  will be opened by  Employer's  secretary.  Personal
      mail not relating to  Employer's  business  will be promptly  forwarded to
      Employee. Similarly, all mail received by Employee relating to the company
      business will be immediately forwarded to Employer.

10.   Covenant not to Compete

      Employee  agrees  that  in the  event  his  employment  with  Employer  is
      terminated  for whatever  reason that he will nor for a period of one year
      from the date of such  termination,  directly or indirectly  engage in any
      business  which is similar to or directly  competitive  with the  business
      engaged in by  Employer,  either  for  Employee's  own  benefit or for the
      benefit or any other person,  partnership,  firm or corporation whatsoever
      within the United States or internationally.  In the event of dismissal or
      discharge the employment of Employee shall cease, but this Agreement shall
      remain in full force and effect and neither direct nor indirect dismissal,
      diminution  in  salary  or  compensation,  nor  condition  and  status  of
      Employee's  employment with Employer shall be any defense to any causes of
      action  brought  under this  Agreement  to enforce  this  covenant  not to
      compete. Employee hereby consents and agrees that for any violation of any
      of  the  provisions  of  the  Agreement,   a  temporary  and/or  permanent
      restraining  order or injunction  may be issued against him without notice
      and without the posting of a bond.  This right shall be in addition to any
      other rights which Employer may have, including but not limited to seeking
      damages from Employee.  This paragraph  shall survive  termination of this
      agreement.


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11.   Interpretation, Venue and Waiver

      This  agreement  shall be  interpreted  and governed under the laws of the
      State of  Florida.  Employee  consents to the  jurisdiction  of any court,
      State or  Federal,  within  Pinellas  County,  Florida and agrees that all
      litigation  regarding  this  Agreement  shall be brought  only in Pinellas
      County, Florida and further by execution of this agreement the undersigned
      waives his  privilege  of venue in suits  brought by  Employer  or against
      Employer in connection  with this Agreement,  and the undersigned  further
      waives  any and all  right he may have in the  selection  of venue  and to
      trial by jury of this matter.

12.   Descriptive Expressions

      All pronouns  used in any gender  shall  include all genders and all words
      used in singular  number shall include the plural and vice versa  wherever
      the context so permits.

13.   Severability

      The provisions of this  Agreement are severable.  If any judgment or court
      order shall declare any provision of the  provisions of this Agreement too
      broad or unenforceable because of its breadth, the court shall determine a
      smaller  area or time period  which is  enforceable  and such  enforceable
      limitation or provision shall be enforced and the other  provisions  shall
      not be affected thereby and shall remain in full force and effect.

14.   Entirety

      Employee and Employer agree that this is the entire  understanding by both
      parties and that this Agreement  supersedes all prior negotiations  and/or
      written  agreements between the parties and that such Agreement may not be
      amended or modified except in writing signed by Employee or Employer.

      IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the day
and year first above written in Clearwater, Pinellas County, Florida.

Witnesses:

________________________                     STARLOG FRANCHISE CORPORATION

                                             BY: /s/ Michael Michaelson
                                                 -------------------------
                                                 Its

/s/ Veronica C. Hughes                       BY: /s/ Jack Fitzgerald
----------------------                           -----------------------
                                                 Employee

This  Agreement  shall be  executed  in  duplicate;  one copy to be  retained by
Employee and one copy to be retained by Employer.


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