EMPLOYMENT AGREEMENT

      THIS  AGREEMENT  made as of this  29th day of June  1997,  by and  between
STARLOG FRANCHISE  CORPORATION,  a New Jersey  corporation  having its office in
Union,  New Jersey,  hereinafter  referred to as "Employer"  and KEVIN M. VANDER
KELEN, hereinafter referred to as "Employee," entered into in the city of Tampa,
County of Hillsborough, 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 Union, New Jersey.

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

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 and Employee covenant and agree as follows:

      1. Agreement to Employ.

      Employer   hereby   employs   Employee  for  the  position  of  President,
Distribution   Division,   and  Employee  hereby  accepts  and  agrees  to  such
employment.

      2. Description of Employee's Duties.

      Subject  to the  supervision  and  pursuant  to the  orders,  advice,  and
direction of Employer, Employee shall perform the following duties:

      a. Supervise and direct all administrative  aspects and be responsible for
the operation of Employer's Distribution Division including Employer's sales and
marketing programs for such division; and

      b. Perform such other duties as are  customarily  performed by one holding
such position in other  business or enterprises of the same or similar nature as
that engaged in by Employer and such other executive  management services as are
designated by Employer from time to time.

      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  to the  express  and  implicit  terms  hereof,  to the
reasonable satisfaction of Employer. Such duties shall be

<PAGE>

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  payroll  practice.  The initial amount of Employee's
base annual salary shall be  $100,000.00  for each of the first and second years
of this  Agreement.  This amount shall be increased to the annual salary amounts
as follows for the third, fourth and fifth years of the term of this Agreement:

               Year                              Base Salary
               ----                              -----------
                3                                  $115,000
                4                                  $120,000
                5                                  $125,000

      b. Employee  shall be eligible to receive a  performance  incentive in the
form of stock options each year during the term of this Agreement.  In the event
that the  Employer  meets or exceeds the "Gross Sales  Projection"  as set forth
below at the end of each  year (a  "Measurement  Year"),  then  Employer  shall,
within 30 days after the end of such year,  grant and  deliver  to  Employee  an
option  (dated  and  effective  as of  the  first  day  of the  year  after  the
Measurement  Year) to purchase  from the Employer  200,000  shares of the common
stock of the Employee at the designated "Option Exercise Price," as follows:

  Year             Gross Sales Projection                 Option Exercise Price
  ----             ----------------------                 ---------------------
   1                     $5,000,000                              $0.50
   2                     $6,000,000                              $0.60
   3                     $7,000,000                              $0.70
   4                     $8,000,000                              $0.80
   5                     $9,000,000                              $0.90

      For the purposes of this subsection (b):

            (i) Year one (1) shall be deemed to be the period ending twelve (12)
      months after the execution of this  Agreement.  Each subsequent year shall
      end on the anniversary date of this Agreement.

            (ii) The Annual  Gross Sales  Projection  shall have been met if the
      gross sales of the  "Distribution  Division" as  determined  for financial
      accounting and SEC reporting


                                       2
<PAGE>

      purposes equal or exceed such amount.  The  "Distribution  Division" shall
      consist  of  the  business   operations   formerly   known  as  Goal  Post
      Distribution,  Inc. combined with the distribution  business operations of
      Sumon, L.L.C, a wholly owned subsidiary of the Employer.

            (iii) The aggregate number of shares of stock subject to this Option
      and the Option  Price will be  appropriately  adjusted for any increase or
      decrease  in the  number  of  issued  shares of  Employer's  common  stock
      resulting from a  recapitalization,  the subdivision or  consolidation  of
      shares,  stock  splits or forward  stock  splits  (but not  reverse  stock
      splits,  or  consolidation  of shares in which case the Option Price shall
      not be  adjusted  but the  number of  shares  shall be  adjusted),  or the
      payment of a stock dividend after the date the option is granted.

            (iv) Each such option  shall be  immediately  exercisable  and shall
      expire at the end of the ten years after its grant; provided,  however, if
      a person or entity providing  financing to Employer is of the opinion that
      such  financing  cannot be  accomplished  without  shortening the exercise
      period of such options,  Employee agrees to shorten such exercise  period,
      but to not less than five years after grant.

            (v) Shares of stock  purchased  upon exercise of any option shall at
      the time of purchase be paid for in full in cash or as otherwise permitted
      by  Employer.  Options may be  exercised  in whole or in part from time to
      time by written  notice to  Employer  stating the full number of shares of
      stock with respect to which the option is being  exercised and the time of
      delivery thereof, which shall be at least 15 days after the giving of such
      notice  unless an  earlier  date  shall have been  mutually  agreed  upon,
      accompanied by full payment for the shares of stock.

            (vi) Within nine months after the date hereof,  Employer shall cause
      to be prepared in accordance  with  applicable  rules and  regulations and
      filed  with  the  U.S.   Securities  and  Exchange  Commission  ("SEC")  a
      registration  statement of Form S-8 (or such other form as is  appropriate
      for the  registration of employee  options)  covering  1,000,000 shares of
      Employer  common  stock  underlying  the  options  which may be granted to
      Employee  hereunder  and shall  cause use its best  efforts  to cause such
      registration  statement  to be  declared  effective  by the  SEC and to be
      current at all times  during the  period of time that  options  granted to
      Employee hereunder may remain outstanding.

            (vii) Commencing on the date hereof, Employer shall advise Employee,
      by written notice at least 30 days prior to the filing of any registration
      statement  under  the  Securities  Act of 1933,  as  amended  (the  "Act")
      covering any securities of Employer for its own account or for the account
      of others, and will for the period beginning on the date hereof and ending
      five (5)  years  thereafter,  and upon the  request  of  Employee  and (i)
      subject to the consent of any  underwriter,  if  applicable,  and (ii) the
      availability  under the form of  registration  statement  selected  by the
      Employer in its sole discretion include in any such registration statement
      such  information  as may be  required  to  permit a  public  distribution
      (within the meaning of the Act) of any of the Common Stock or options (and
      the Common Stock  underlying  such options)  thereon  acquired by Employee
      hereunder  (the  "Registrable   Securities").   Employer  shall  supply  a
      reasonable  number of  prospectuses in order to facilitate the public sale
      or other disposition of the Registrable  Securities,  use its best efforts
      to register and qualify any of the Registrable Securities for sale in such
      states as  Employee  shall  reasonably  designate,  the cost to qualify of
      which is to be


                                       3
<PAGE>

      born by Employer (the number of states shall be limited to those states in
      which Employer's original registration statement was qualified).  Employee
      shall furnish information  reasonably  requested by Employer in connection
      with such  registration  statement  including his intentions  with respect
      thereto,  shall promptly pay the pro rata portion of the SEC  registration
      fee incurred by Employer as the percentage of the Registration  Securities
      relates to all  securities  included  in the  registration  statement  and
      Employer and Employee  shall  furnish to each other  indemnification  in a
      form  acceptable to Employer and Employee and customary and reasonable for
      such  transactions.  Employer  shall  continue  to advise  Employee of its
      intention to file a registration  statement  pursuant to this subparagraph
      until the earlier of five years after the date hereof, or such time as all
      of the Registrable Securities have been registered under the Act.

      c.  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. Duration and Termination of Employment.

      The term of this  Agreement is for a period of five (5) years,  commencing
upon July 1, 1997. The employment  relationship may be terminated at any time by
either  party  with or  without  cause.  In the even  Employee's  employment  is
terminated without Cause, the performance  incentive set forth in paragraph 4.b.
above  shall  remain in effect  for the  remaining  term of this  Agreement  and
Employee (or Employee's  personal  representative or heirs in the case of death)
shall continue to receive grants of options under  paragraph 4.b. the same as if
Employee had continued in the employ of Employer  throughout  the period of time
set forth in paragraph 4.b. hereof.  In addition to the foregoing,  in the event
Employee  terminates this  Agreement,  he shall give Employer at least two weeks
prior notice and in the event that Employer  terminates  this Agreement  without
cause, Employer shall pay Employee six months severance pay, which shall be paid
in six (6) equal monthly  installments  commencing on the first day of the month
following such termination.

      6. 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.

      7. 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  of the  confidential  business  information  of
Employer.  For  purposes  of this  Agreement  the  term  "confidential  business
information"  shall  include any  information  (a) of value or  significance  


                                       4
<PAGE>

to  Employer  and (b) nor  intended  by  Employer  for  general  dissemination,
including  without  limitation the names of any of its  customers,  the price at
which it places its advertising or any other confidential information concerning
the  business of Employer,  its manner of  operation or its plans,  processes or
other  confidential  data of any  kind,  nature  or  description.  It shall be a
defense to any action by Employer  hereunder that such  information is generally
known to competitors of Employer.

      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 business of Employer and its  goodwill,  and that any
breach of the terms of this section is a material breach of this Agreement.

      8. Trade Secrets.

      Employee shall keep and hold as  confidential  all  confidential  business
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 confidential business information related to Employer's business.  For
purposes of this paragraph 8, the term "confidential business information" shall
have the same meaning as in paragraph 7.

      It is understood  that "trade  secret" 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 proprietary
information of whatever  nature which gives Employer an opportunity to obtain an
advantage  over  its  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.

      9. Covenant Not to Compete.

      Employee  agrees  that  in the  event  his  employment  with  Employer  is
terminated in accordance with the provisions of this Agreement, that he will not
for a period  of two  years  after  the date of such  termination,  directly  or
indirectly,  engage  in any  business  which is  competitive  with the  business
engaged in by Employer,  either for Employee's own benefit or for the benefit of
any other person, partnership,  firm or corporation whatsoever within the United
States or Canada.  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


                                       5
<PAGE>

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. This right
shall be in addition to any other rights which Employer may have,  including but
not limited to seeking damages from Employee.

      10. Proprietary Rights.

      All ideas, marketing systems, computer programs,  configurations,  systems
or  procedures,   programs  or  methods,   formulae,   inventions,  discoveries,
improvements,  secrets or processes  whether or not patentable or copyrightable,
made or developed by the Employee during the term of this Agreement  relating to
the business of the Employer  shall be the  exclusive  property of the Employer,
whether or not any claim of the  Employee  to  compensation  has been or will be
satisfied,  and the  Employee  agrees to provide the Employer at its request and
expenses such instruments and evidence as it may reasonably  request to perfect,
enforce and maintain the Employer's rights to such property.

      11. Termination.

      a.  Options  previously  granted  by  Employer  to  Employee  shall not be
affected  by any  termination  (with or  without  Cause)  of the  employment  of
Employee. If Employee's employment is terminated during the course of a year and
Employee  would have been  entitled to receive the grant of an option at the end
of such  year  under the  provisions  of  paragraph  4  hereof,  Employee  shall
nevertheless  be  entitled  to  receive  such grant for such year the same as if
Employee had been employed by Employer throughout the entire year, but shall not
be entitled to receive any  additional  options  from  Employer.  Except for the
foregoing,  if Employee is terminated for Cause, he shall not be entitled to any
further compensation after the date of termination.

      b.  For  purposes  of this  Agreement,  Employer  shall  have  "Cause"  to
terminate  Employee's  employment  hereunder upon (i) the failure by Employee to
substantially  perform  his  duties  hereunder  (other  than  any  such  failure
resulting from Employee's  incapacity due to physical or mental illness),  after
demand for  substantial  performance is delivered by Employer that  specifically
identifies the manner in which Employer  believes Employee has not substantially
performed  his duties,  or (ii) the willful  engaging by Employee in  misconduct
which is materially injurious to the Employer, monetarily or otherwise, or (iii)
the  material  breach by  Employee  of any of the  material  provisions  of this
Agreement.  Notwithstanding  the  foregoing,  Employee  shall not be  terminated
without (i) reasonable notice to Employee setting forth the specific reasons for
Employer's  intention to terminate for Cause and the specific paragraphs of this
Agreement  that are  alleged  to be  breached  by  Employee,  (ii) a  reasonable
opportunity  has been given to Employee to cure such breach,  and (iii) delivery
to Employee of a Notice of Termination as defined in subparagraph (c) hereof.

      c.  Any  termination of Employee's  employment by Employer for Cause shall
be  communicated  by written Notice of Termination to Employee.  For purposes of
this  Agreement,  a "Notice  of  Termination"  shall mean a notice  which  shall
indicate the specific


                                       6
<PAGE>

termination  provision  in this  Agreement  relied  upon and  shall set forth in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination of Employee's employment under the provision so indicated.

      12. Non-Transferability of Agreement or Option Rights.

      This Agreement and the options  granted  hereunder shall not be assignable
or  transferable  otherwise  than  by  will  or  by  the  laws  of  descent  and
distribution.  During the lifetime of Employee,  the options  granted  hereunder
shall be exercisable  only by Employee or, in the case of Employee's  death,  by
Employee's Personal Representative.

      13. 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  Hillsborough  County,  Florida  and agree that all  litigation
regarding this Agreement shall be brought only in Hillsborough  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.

      14. 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.

      15. 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.

      16. 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.


                                       7
<PAGE>

      17. Counterparts; Facsimile Signatures.

      This  Agreement  may be  executed in several  counterparts,  each of which
shall be deemed to be an original and which  together  shall  constitute one and
the same instrument.  Facsimile  signatures shall be of the same 1egal effect as
if signed originally.

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

                                          EMPLOYER:

ATTEST                                    STARLOG FRANCHISE CORPORATION

/s/ Noel K. Evans,                        By: /s/ Jack J. Fitzgerald
------------------------                      --------------------------
Noel K. Evans, Secretary                      Jack J. Fitzgerald, President
                      
WITNESS:                                      EMPLOYEE:

/s/ Laurie A. Vander Kellen                   /s/ Kevin M. Vander Kelen
    ---------------------------               -------------------------
/s/ [ILLEGIBLE]                               Kevin M. Vander Kelen
    ---------------------------                   

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


                                      8