EMPLOYMENT AGREEMENT



         THIS  AGREEMENT  made and  entered  into as of August 1,  1997,  by and
between Telebyte Technology, Inc., a Nevada corporation (the "Company") and Joel
A. Kramer (the "Executive").

                                    RECITALS:

         1. The  Company  wishes  to  employ  the  Executive  upon the terms and
subject to the conditions set forth in this Agreement.

         2. The  Executive is willing to serve in the employ of the Company upon
the terms and subject to the conditions set forth in this Agreement.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
promises and  agreements  hereinafter  set forth,  the Company and the Executive
hereby agree as follows:

1.       EMPLOYMENT; DUTIES.

                  (a) The Company hereby employs the Executive as President, and
         the Executive hereby accepts such employment.

                  (b) In his capacity as  President,  the  Executive  shall have
         such   responsibilities  and  duties  consistent  with  his  respective
         position,  and of such a  nature  as are  usually  associated  with his
         office as may be designated from time to time by the Board of Directors
         of the Company (the "Board of Directors").

                  (c) The Executive  shall  faithfully and diligently  discharge
         his duties hereunder and use his best efforts to implement the policies
         established by the Board of Directors. In the performance of his duties
         and functions  under this  Agreement,  the Executive  shall devote such
         time as is consistent with his position as President.

2.       TERM.

                  (a)  Initial  Term.  Unless  renewed or sooner  terminated  as
         provided  herein,  the  initial  term  (the  "Initial  Term")  of  this
         Agreement  shall  begin on the date  hereof  and shall  continue  for a
         period of three (3) years.

                  (b) Renewal  Term.  After the  expiration of the Initial Term,
         this Agreement shall be deemed renewed for a successive  three (3) year
         term, and thereafter for successive two year terms (such three (3) year
         term and each successive two (2) year term being  hereinafter  referred
         to as a "Renewal  Term"),  unless the  Company or the  Executive  gives
         written  notice to the  other on or prior to the date  which is one (1)
         year prior to the end of the Initial Term or any Renewal  Term,  of the
         election to terminate  this Agreement at the end of the Initial Term or
         the then current  Renewal Term.  The Initial Term and any Renewal Terms
         shall be hereinafter collectively referred to as the "Employment Term".

3.       COMPENSATION.

                  Salary.  The Company  shall pay the  Executive  an annual base
         gross  salary  for the  services  to be  rendered  by him from the date
         hereof at the annual rate of not less than  $117,810,  as determined by
         the Board of Directors,  payable in periodic installments in accordance
         with the Company's  regular payroll practices as in effect from time to
         time  ("Salary").  The Salary may be increased (but not decreased) from
         time to time by the  Board of  Directors,  and  shall  in any  event be
         subject  to annual  review  at the  meeting  of the Board of  Directors
         immediately  following the annual  meeting of the  shareholders  of the
         Company.

         Incentive Compensation. The Executive shall be entitled to an annual
         performance bonus  as  may be  determined  by  the Board of  Directors,
         in its sole discretion.

4.       BENEFITS.

                  (a)  Benefit  Plans.   The  Executive  shall  be  entitled  to
         participate   in  and  receive   the   benefits   under  any   pension,
         profit-sharing,  bonus,  stock  purchase,  stock  option,  stock bonus,
         health,  life, accident and disability  insurance plans or programs and
         any other  employee  benefit or fringe  benefit  plans,  perquisites or
         arrangements  which the  Company  makes  available  generally  to other
         employees,  including,  without  limitation,  to the  senior  executive
         officers of the Company,  to the extent that the Executive is otherwise
         eligible to participate in such plans or  arrangements  pursuant to the
         provisions of such plans or  arrangements as they may be in effect from
         time to time, and,  containing terms and benefits at least as favorable
         to the Executive as those upon which any other senior executive officer
         of the Company may have rights to participate in.

                  (b) Automobile. The Company shall provide the Executive with a
         leased vehicle for use by the Executive. In addition, the Company shall
         also pay for insurance,  maintenance,  fuel and other costs incurred by
         the Executive in the use and maintenance of such a vehicle.

                  (c)      Life Insurance; Medical Benefits.

                                    (i) The Company  shall,  at its own cost and
                           expense,  continue to maintain  the present term life
                           insurance  policy on the life of the Executive in the
                           amount of $500,000,  payable to such  beneficiary  or
                           beneficiaries  as the Executive may  designate,  and,
                           shall provide medical benefits at least equivalent to
                           those   benefits   which  the  Executive   heretofore
                           received, for the period required herein.

                                    (ii) In the  event  the  present  term  life
                           insurance  referred to in (c)(i) above is terminated,
                           and  such  termination  is  due to a  default  by the
                           Company  under such policy or is otherwise  the fault
                           of  the   Company,   the  Company   shall  obtain  an
                           equivalent  life  insurance  policy and maintain such
                           life insurance policy for the period required herein.
                           In the event the present term life insurance referred
                           to  in   (c)(i)   above  is   terminated,   and  such
                           termination  is  not  the  result  of any  action  or
                           inaction by the Company,  the Company shall  purchase
                           such term life  insurance  as shall be available at a
                           cost  equivalent  to the  premium  being paid for the
                           present  term life  insurance,  and maintain the same
                           for the period required herein.

                  Vacation and Holidays. The Executive shall be entitled to four
         (4) weeks paid vacation during each year of the Employment Term hereof.
         To the  extent  the  Executive  shall not take four (4) weeks  vacation
         during any year,  the unused  time  shall  accrue and carry  forward to
         future years.  Upon  termination of the Executive's  employment for any
         reason,  the Executive shall receive a cash payment for any accrued but
         unused  vacation up to a maximum of six months.  The Executive shall be
         entitled to such  holidays and sick days as determined by the Company's
         policy with respect to senior executive  officers in effect on the date
         hereof, and as amended.

                  (e) Expenses. The Company shall pay or reimburse the Executive
         for all reasonable  expenses actually incurred or paid by the Executive
         in the  performance  of  his  services  hereunder  (including  100%  of
         reasonable  travel  and  entertainment  expenses),  provided,  that the
         Executive  submits  expense   statements  or  vouchers  or  such  other
         supporting  information  as the Company may  reasonably  require of the
         Executive.

5.       TERMINATION OF EMPLOYMENT.

                  Notwithstanding  the  provisions  of paragraph 2 hereof,  this
         Agreement may be terminated as follows:

                                    (i)   Upon   Notice.   At  the  end  of  the
                           Employment Term with respect to which notice is given
                           by the Executive or the Company pursuant to paragraph
                           2(a) hereof.

                                    (ii)  Death.   The  Executive's   employment
                           hereunder  shall  terminate  automatically  as of the
                           date of his death.

                                    (iii) Disability.  The Company may terminate
                           the  Executive's  employment  hereunder  after having
                           established the Executive's  "Disability" (as defined
                           below), by giving the Executive written notice of its
                           intention to terminate the Executive's employment due
                           to such  Disability.  The date of Disability shall be
                           the day on which the Executive  receives  notice from
                           the Company in  accordance  with Section 8(f) hereof.
                           For purposes of this  Agreement,  "Disability"  means
                           the  Executive's  inability to perform  substantially
                           his duties  and  responsibilities  to the  Company by
                           reason  of  a  physical  or  mental   incapacity   or
                           infirmity (i) for a continuous  period of one hundred
                           and twenty (120) days,  not  including  any permitted
                           vacation  days,  holidays or sick days; or (ii) for a
                           cumulative  period of one  hundred  and twenty  (120)
                           days  in  any  twelve  month  period,  not  including
                           permitted  vacation  days,  holidays or sick days; or
                           (iii) at such earlier time as the  Executive  submits
                           medical evidence satisfactory to the Company that the
                           Executive  has a  physical  or mental  disability  or
                           infirmity that will likely prevent the Executive from
                           substantially     performing     his    duties    and
                           responsibilities  for one  hundred  and twenty  (120)
                           days or  longer.  In the  event  of any  disagreement
                           between the Executive and the Company,  as to whether
                           the Executive is physically or mentally incapacitated
                           so as to  constitute a  "Disability"  hereunder,  the
                           question of such incapacity  shall be submitted to an
                           impartial and reputable  physician selected by mutual
                           agreement  of  the  Company  and  the  Executive,  or
                           failing such  agreement,  selected by two  physicians
                           (one of whom shall have been selected by the Company,
                           and   the   other   by  the   Executive),   and   the
                           determination  of the question of such  incapacity by
                           such  physician  shall be final and binding  upon the
                           Company,  as the case may be, and the Executive.  The
                           Company  shall  pay the  fees  and  expenses  of such
                           physician,  and the  Executive  shall  submit  to any
                           medical  examinations  reasonably necessary to enable
                           such physician to make a determination  as to whether
                           the Executive's  incapacity  constitutes a Disability
                           hereunder.

                                    (iv) Cause. The Company shall have the right
                           to terminate the Executive's  employment for "Cause".
                           For purposes of this  Agreement,  "Cause" shall mean:
                           (i)  the  willful  and   continued   failure  by  the
                           Executive to perform  substantially his duties to the
                           Company  (other than any such failure  resulting from
                           his  Disability)  within a reasonable  period of time
                           after a written demand for substantial performance is
                           delivered to the Executive by the Board of Directors,
                           which demand  specifically  identifies  the manner in
                           which  the  Board  of  Directors,  believes  that the
                           Executive has not substantially performed his duties;
                           (ii) the willful  misconduct  by the Executive in the
                           performance  of his duties to the Company;  (iii) the
                           grossly negligent performance by the Executive of his
                           duties  to the  Company,  if such  grossly  negligent
                           performance  is determined by the Board of Directors,
                           to  have  had or to be  reasonably  likely  to have a
                           material  adverse  effect  on the  business,  assets,
                           prospects or financial  condition of the Company,  or
                           (iv)  material  breach by the  Executive of Section 7
                           hereof.

                                    (v)   Termination   For  Good  Reason.   The
                           Executive  may terminate  his  employment  under this
                           Agreement  for "Good  Reason."  For  purposes of this
                           Agreement,  "Good  Reason"  shall  mean,  without the
                           Executive's   express   written   consent,    (i)   a
                           substantial alteration in the nature or status of the
                           Executive's  responsibilities from those contemplated
                           by Section 1(a) or the assignment to the Executive of
                           any duties  inconsistent with the Executive's  status
                           as ,  or (ii) a reduction  in the  Executive's
                           compensation  from that  contemplated by Section 3(a)
                           (as the same may be increased from time to time).

                                    (vi) Transfer  Event.  The  Executive  shall
                           have  the  right to  terminate  this  Agreement  upon
                           thirty days prior written  notice to the Company,  or
                           any successor of the Company,  as the case may be, in
                           the event of a "Transfer  Event" (as defined  below).
                           For  purposes  of this  Agreement,  "Transfer  Event"
                           means:

                                    (A) a transfer of  substantially  all of the
                           assets of the Company, (B) a change in control of the
                           board of directors  of the Company  pursuant to which
                           any single  Person or two or more  Persons  acting in
                           concert  (other  than one or more  Affiliates  of the
                           Company on the date hereof)  acquires control of such
                           board of  directors  or (C) the  Transfer of at least
                           51% or more of the  voting  equity  interests  in the
                           Company  (or any parent of the  Company),  whether by
                           sale,  merger,  consolidation  or  otherwise,  to any
                           single  Person  or  two or  more  Persons  acting  in
                           concert;  provided  that two or more Persons shall be
                           considered  to be acting in concert  for  purposes of
                           clauses (B) and (C) hereof only if such Persons would
                           have been  considered  to be acting in  concert  as a
                           "group"  for   purposes  of  Section   13(d)  of  the
                           Securities Exchange Act of 1934, as amended, for such
                           purposes  treating  voting  equity  interests  of the
                           Company  held or acquired by such  Persons as if such
                           voting  equity  interests  were equity  securities in
                           respect of which a Schedule  13D would be required to
                           be filed with the Securities and Exchange  Commission
                           and  as  if  the  requisite   percentage   and  other
                           threshold  conditions to such filing were  satisfied;
                           provided,  further, that a "Transfer Event" shall not
                           include a pledge of the voting  equity  interests  in
                           the Company to the holders of debt  financing  or any
                           refinancing  thereof (but not a Transfer arising from
                           the  exercise  of  such  holders  rights  under  such
                           pledge). For purposes of this Section 5(a)(vi):

     "Person" means any  individual,  corporation,  partnership,  joint venture,
     association,  joint-stock company,  trust,  unincorporated  organization or
     governmental body.


     "Affiliate"  means,  with  respect to any Person,  any other  Person  which
     directly  or  indirectly  controls,  is  controlled  by or is under  common
     control with such Person.


     "Transfer" means sell, transfer, convey, lease and/or deliver (other tenses
     of  the  term  have  similar  meaning)  or  sale,   transfer,   assignment,
     conveyance, lease and/or delivery, as indicated by the context.


                  (b) In the event that this Agreement is terminated pursuant to
         Section (a) above,  the  Executive  shall be released  from any further
         obligations  under Section 1 hereof,  and the Company shall be released
         from any further obligations hereunder,  except for obligations accrued
         to the date of termination.  Termination of this Agreement  pursuant to
         Section 5(a) and shall in no way  abrogate or relieve the  Executive of
         his obligations under Section 7 hereof.

EFFECT OF TERMINATION.

                  (a)  Upon  and  following   termination  of  the   Executive's
         employment  because of death as provided in subsection  5(a)(ii) above,
         the Company  shall (i)  continue to pay to the  Executive's  spouse the
         amount of the  Executive's  Salary as provided  in Section  3(a) at the
         rate in effect immediately prior to termination of his employment,  for
         a  period  of  one  (1)  year  from  the  date  of  termination  of the
         Executive's  employment,  (ii)  continue  to provide  medical  benefits
         equivalent to the medical benefits  contemplated in Section 4(a) hereof
         for the  Executive's  spouse for a period of one (1) year from the date
         of termination  of the  Executive's  employment,  and (iii) continue to
         provide an automobile as  contemplated  in Section 4(b) hereof,  to the
         Executive's  spouse for a period of twelve (12) months from the date of
         termination of the Executive's employment.

                  (b)  Upon  and  following   termination  of  the   Executive's
         employment  because of Disability  as provided in subsection  5(a)(iii)
         above, the Company shall (i) continue to pay the Executive,  or, in the
         event of the  death of the  Executive,  his  spouse in the event of her
         death  subsequent to that of the  Executive's,  as the case may be, the
         amount of the  Executive's  Salary as provided  in Section  3(a) at the
         rate in effect immediately prior to termination of his employment,  for
         a period of  twelve  (12)  months,  less the  amount of any  disability
         payments  made by the Company or any  Company  plan,  (ii)  continue to
         provide   medical   benefits   equivalent   to  the  medical   benefits
         contemplated  in  Section  4(a)  hereof and to  maintain  the term life
         insurance  contemplated in Section 4(c) hereof for a period of one year
         from the date of termination of the Executive's  employment,  and (iii)
         continue  to provide an  automobile  as  contemplated  in Section  4(b)
         hereof for a period of twelve (12) months from the date of  termination
         of the Executive's employment.

                  (c) In the event  Executive's  employment is terminated by the
         Executive for Good Reason or upon the  occurrence of a Transfer  Event,
         or by the  Company  other  than for  death,  Disability  or Cause,  the
         Company  shall make a lump sum payment to the  Executive  of the Salary
         for the  remainder  of the  Employment  Term  (or in the  event  of the
         subsequent death of the Executive to his spouse) and, shall continue to
         provide   medical   benefits   equivalent   to  the  medical   benefits
         contemplated  in Section  4(a)  hereof,  and to maintain  the term life
         insurance contemplated by Section 4(c) hereof for such period.

                  Notwithstanding  anything to the  contrary  contained  in this
         Agreement,  in  the  event  of a  termination  by  the  Company  of the
         Executive's  employment hereunder,  or the termination by the Executive
         of his  employment  for Good Cause or upon the occurrence of a Transfer
         Event,  the Executive shall not be required to seek other employment in
         mitigation  of his damages,  nor shall the  possibility  or fact of any
         other such  employment and the  compensation  which the Executive might
         reasonably be expected to receive,  actually receives,  or to which the
         Executive  becomes  entitled,  by  reason  thereof,  be  considered  as
         mitigating his damages.

                           7.       COVENANTS.

                  (a) In view  of the  fact  that  the  Company  is  engaged  in
         specialized  businesses,  which businesses are conducted throughout the
         world,  and the  information,  research and marketing data developed by
         the Company or any of its subsidiaries or affiliates are  confidential,
         the Executive  agrees that,  during his  employment and for a period of
         one (1) year from the  termination of his employment  with the Company,
         he  will  not  (i)  directly  or  indirectly  engage  in  the  business
         substantially conducted by the Company at the date of such termination,
         either  for  himself or for any  person,  employer,  business  or other
         entity  in  competition  with  the  Company,  (ii)  engage  in any such
         business on his own  account,  or (iii) become  interested  in any such
         business,   directly  or  indirectly,   as  an   individual,   partner,
         shareholder,  officer, director,  principal,  agent, employee, trustee,
         consultant or in any other relationship or capacity; provided, however,
         that ownership of less than 5% of any class of  outstanding  securities
         of a company  registered  pursuant to Section  12(g) of the  Securities
         Exchange  Act of 1934,  as amended,  shall not be deemed to  constitute
         engaging,   participating  in,  or  becoming  interested  in  any  such
         business.

                  (b)  During  his  employment  and for a period of one (1) year
         thereafter,  the Executive  and any entity  controlled by the Executive
         shall not,  directly  or  indirectly,  (i) make any false or  malicious
         statement,  oral  or  written,  which  is  injurious  to the  business,
         reputation or operations of the Company, its officers or directors,  as
         applicable, or which may interfere with the good will of the Company or
         its  relations  with its  customers  and  suppliers,  or (ii)  solicit,
         interfere  with,  hire,  offer to hire or induce  any  person who is an
         officer,  employee  or agent of the Company to  discontinue  his or her
         relationship  with the Company or any  subsidiary  or  affiliate of the
         Company, or to accept employment by any other entity or person.

                  (c) The  Executive  agrees to keep  secret  and  retain in the
         strictest  confidence  all  confidential  matters  which  relate to the
         Company, including, without limitation,  customer lists, trade secrets,
         pricing policies and other confidential business affairs of the Company
         and any of its subsidiaries or affiliates ("Confidential  Information")
         learned by him from the Company or any of its  subsidiaries  affiliates
         and not to disclose any such Confidential information to anyone outside
         the  Company  or any of its  affiliates,  whether  during  or after his
         period of service with the Company,  except in the course of performing
         his duties hereunder; provided, however, Confidential Information shall
         not include  information  that (i) is known  generally by the public on
         the date of the Executive's  termination,  (ii) has otherwise come into
         the  public  domain  without  a breach  by the  Executive,  under  this
         Agreement,  or (iii) is required to be disclosed pursuant to applicable
         Federal,  state or local laws or judicial process.  Upon request by the
         Company,  the Executive  agrees to deliver promptly to the Company upon
         termination of his employment, or at any time thereafter as the Company
         may request, all Company memoranda,  notes, records,  reports, manuals,
         drawings, designs, computer files in any media and other documents (and
         all copies thereof)  containing such  Confidential  Information and all
         property of the Company or any of its  subsidiaries or affiliates which
         the Executive may then possess or have under his control.

                  (d) The Executive agrees that all processes,  technologies and
         inventions,   including  new  contributions,   improvements,   formats,
         packages,   programs,   systems,   machines,   compositions  of  matter
         manufactured,  developments,  applications  and  discoveries  which are
         related in any manner to the business  (commercial or  experimental) of
         the  Company  during the term of the  Executive's  employment,  whether
         patentable  or  not,  conceived,  developed,  invented  or  made by the
         Executive,  or by the Executive  jointly with others during the term of
         his employment with the Company, or by the Company or its affiliates or
         on their behalf (collectively, "New Developments"), shall belong to the
         Company,  and,  the Company  shall have the sole right to all  proceeds
         arising from or related to such New  Developments.  The Executive shall
         further:  (a) promptly  disclose such New  Developments to the Company;
         (b) assign to the Company, without additional compensation,  all patent
         or other  rights to such New  Developments  for the  United  States and
         foreign  countries;  (c) sign all  papers  necessary  to carry  out the
         foregoing;  and (d) give testimony in support of his inventorship,  all
         at the sole cost and expense of the Company.

                  (e) If the Executive  commits a material  breach of any of the
         provisions  of this  Section  7, the  Company  shall have the right and
         remedy to have the provisions of this Agreement  specifically  enforced
         by any  court of  competent  jurisdiction,  it being  acknowledged  and
         agreed to by the Executive that any such breach will cause  irreparable
         injury to the  Company  and that  money  damages  will not  provide  an
         adequate  remedy to the Company.  Such rights and remedies  shall be in
         addition  to,  and  not in lieu  of,  any  other  rights  and  remedies
         available to the Company at law or in equity.  The  provisions  of this
         Section  7  shall  survive  the   expiration  or  termination  of  this
         Agreement.

                  (f) Although the restrictions  contained in this Section 7 are
         considered  to be  fair  and  reasonable  in the  circumstances,  it is
         recognized that  restrictions of the nature contained in this Section 7
         may  fail  for  technical   reasons;   accordingly,   if  any  of  such
         restrictions shall be adjudged to be void or unenforceable for whatever
         reason, but would be valid if part of the wording thereof were deleted,
         or the period thereof reduced or the area dealt with thereby reduced in
         scope, the restrictions contained in this Section 7 shall apply, at the
         election of the Company, with such modifications as may be necessary to
         make  them  valid,   effective  and  enforceable,   in  the  particular
         jurisdiction  in which such  restrictions  are  adjudged  to be void or
         unenforceable.

8.       MISCELLANEOUS.

                  This Agreement or any rights or obligations  hereunder may not
         be  assigned  by any of the parties  hereto  without the prior  written
         consent of the other parties;  provided,  however,  that this Agreement
         shall inure to the benefit of and be binding  upon the  successors  and
         assigns of the Company upon any sale of all or substantially all of the
         Company's  assets,  or upon any merger or  consolidation of the Company
         with or into any other  corporation,  all as though such successors and
         assigns of the Company and their respective successors and assigns were
         the Company, as the case may be.

                  (b) This  Agreement  and the  relationships  of the parties in
         connection with the subject matter of this Agreement shall be construed
         and  enforced  according  to the laws of the State of New York  without
         giving effect to the conflict of laws rules thereof.

                  This Agreement contains the full and complete agreement of the
         parties  relating to the  employment  of the  Executive  hereunder  and
         supersedes  all  prior  agreements,   arrangements  or  understandings,
         whether written or oral, relating thereto.  Neither this Agreement, nor
         any provision hereof, may be amended,  modified, waived or supplemented
         by  written  instrument  signed by the  parties  hereto,  and a written
         waiver of any of the  provisions  shall be valid and effective  only if
         signed by each of the parties  hereto and shall be valid and  effective
         only in the instance for which given.

                  If any  provision  of this  Agreement is held to be invalid or
         enforceable  by any judgment of a tribunal of  competent  jurisdiction,
         the remainder of this Agreement shall not be affected by such judgment,
         and this  Agreement  shall be carried out as near to its original terms
         and intent as possible.

                  All  provisions  of this  Agreement  which,  by their  nature,
         should  survive  termination  of  this  Agreement,  including,  but not
         limited to, Section 7, shall survive said termination.

                  All notices,  requests  and demands  given to or made upon the
         respective  parties  hereto shall be deemed to have been  received five
         (5)  business  days after the date of mailing  when mailed by certified
         mail,  postage prepaid,  or one business day after the date of delivery
         by a  recognized  overnight  delivery  service,  or,  upon  receipt  of
         confirmation of transmission when sent by telecopier,  addressed to the
         parties at their  addresses set forth below or to such other  addresses
         furnished by notice given in accordance  with this  subsection (f): (a)
         if to the Company,  to Telebyte  Technologies,  Inc., 270 Pulaski Road,
         Greenlawn,  New York 11740,  Telecopier No.: (516) 385-8184  Attention:
         Board of  Directors,  and (b) if to the  Executive,  at his address set
         forth on the signature page hereof.

                  No  failure  or delay by any party in  exercising  any  right,
         power or privilege  hereunder  shall operate as a waiver  thereof,  nor
         shall any  single or partial  exercise  thereof  preclude  any other or
         further exercise  thereof or the exercise of any other right,  power or
         privilege.
                  (h) The  headings in this  Agreement  are for  convenience  of
         reference  only  and  shall  not  control  or  affect  the  meaning  or
         construction of this Agreement.

                  This  Agreement  may be signed in any number of  counterparts,
         each of which shall be deemed an original, but when taken together as a
         whole shall constitute one and the same instrument.

                  The Company may withhold  from any amounts  payable under this
         Agreement,  any federal,  state and local income taxes, social security
         taxes and other taxes and deductions as required by applicable law.

                  (k) (i) The  Executive  and the Company agree and consent that
         (A)  any  controversy  or  claim  arising  out of or  relating  to this
         Agreement,  its scope, or the breach or interpretation of any provision
         hereof  shall be  settled  by  arbitration  before a panel of three (3)
         arbitrators  and otherwise in accordance  with the rules then obtaining
         of the American Arbitration Association;  (B) such arbitration shall be
         held in the City of Happaugue, County of Suffolk and State of New York;
         (C) the  award in any such  arbitration  shall be  final,  binding  and
         conclusive;  and (D)  judgment  on any  award of any such  arbitration,
         including,  but not limited to specific performance,  may be entered in
         any court having jurisdiction thereof.  Notice of any arbitration shall
         be sufficient if given in accordance with Section 8(f) hereof.

                           (ii)  In  connection   with  any  proceeding  by  the
         Executive  to  recover  payments  allegedly  due  and  not  paid to the
         Executive  under  Sections  3 or 6 hereof,  the  prevailing  party with
         respect to the claim for payment of such  amounts  shall be entitled to
         reimbursement   for   reasonable    counsel's   fees   and   reasonable
         disbursements.



<PAGE>


         IN WITNESS  WHEREOF,  the parties  have  executed  and  delivered  this
Agreement as of the date first above written.

                                                    TELEBYTE TECHNOLOGY, INC.

                                             By:  ____________\s\_______________
                                                    Name:  Joel A. Kramer
                                                    Title: President




                                                   ___________\s\_______________
                                                     Joel A. Kramer





                              EMPLOYMENT AGREEMENT


         THIS  AGREEMENT  made and  entered  into as of August 1,  1997,  by and
between  Telebyte  Technology,  Inc., a Nevada  corporation  (the "Company") and
Kenneth S. Schneider (the "Executive").

                                    RECITALS:

         1. The  Company  wishes  to  employ  the  Executive  upon the terms and
subject to the conditions set forth in this Agreement.

         2. The  Executive is willing to serve in the employ of the Company upon
the terms and subject to the conditions set forth in this Agreement.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
promises and  agreements  hereinafter  set forth,  the Company and the Executive
hereby agree as follows:

1.       EMPLOYMENT; DUTIES.

                  (a)  The  Company   hereby   employs  the  Executive  as  Vice
         President,  Treasurer and Secretary,  and the Executive  hereby accepts
         such employment.

                  (b)  In  his  capacity  as  Vice   President,   Treasurer  and
         Secretary,  the Executive shall have such  responsibilities  and duties
         consistent  with his respective  position,  and of such a nature as are
         usually  associated  with his office as may be designated  from time to
         time  by  the  Board  of  Directors  of  the  Company  (the  "Board  of
         Directors").

                  (c) The Executive  shall  faithfully and diligently  discharge
         his duties hereunder and use his best efforts to implement the policies
         established by the Board of Directors. In the performance of his duties
         and functions  under this  Agreement,  the Executive  shall devote such
         time as is consistent  with his position as Vice  President,  Treasurer
         and Secretary.

2.       TERM.

                  (a)  Initial  Term.  Unless  renewed or sooner  terminated  as
         provided  herein,  the  initial  term  (the  "Initial  Term")  of  this
         Agreement  shall  begin on the date  hereof  and shall  continue  for a
         period of three (3) years.

                  (b) Renewal  Term.  After the  expiration of the Initial Term,
         this Agreement shall be deemed renewed for a successive  three (3) year
         term, and thereafter for successive two year terms (such three (3) year
         term and each successive two (2) year term being  hereinafter  referred
         to as a "Renewal  Term"),  unless the  Company or the  Executive  gives
         written  notice to the  other on or prior to the date  which is one (1)
         year prior to the end of the Initial Term or any Renewal  Term,  of the
         election to terminate  this Agreement at the end of the Initial Term or
         the then current  Renewal Term.  The Initial Term and any Renewal Terms
         shall be hereinafter collectively referred to as the "Employment Term".

3.       COMPENSATION.

                  Salary.  The Company  shall pay the  Executive  an annual base
         gross  salary  for the  services  to be  rendered  by him from the date
         hereof at the annual rate of not less than  $105,159,  as determined by
         the Board of Directors,  payable in periodic installments in accordance
         with the Company's  regular payroll practices as in effect from time to
         time  ("Salary").  The Salary may be increased (but not decreased) from
         time to time by the  Board of  Directors,  and  shall  in any  event be
         subject  to annual  review  at the  meeting  of the Board of  Directors
         immediately  following the annual  meeting of the  shareholders  of the
         Company.

                  Incentive  Compensation.  The Executive shall be entitled to
         an annual  performance  bonus as may be determined by the Board of
         Directors, in its sole discretion.


4.       BENEFITS.

                  (a)  Benefit  Plans.   The  Executive  shall  be  entitled  to
         participate   in  and  receive   the   benefits   under  any   pension,
         profit-sharing,  bonus,  stock  purchase,  stock  option,  stock bonus,
         health,  life, accident and disability  insurance plans or programs and
         any other  employee  benefit or fringe  benefit  plans,  perquisites or
         arrangements  which the  Company  makes  available  generally  to other
         employees,  including,  without  limitation,  to the  senior  executive
         officers of the Company,  to the extent that the Executive is otherwise
         eligible to participate in such plans or  arrangements  pursuant to the
         provisions of such plans or  arrangements as they may be in effect from
         time to time, and,  containing terms and benefits at least as favorable
         to the Executive as those upon which any other senior executive officer
         of the Company may have rights to participate in.

                  (b) Automobile. The Company shall provide the Executive with a
         leased vehicle for use by the Executive. In addition, the Company shall
         also pay for insurance,  maintenance,  fuel and other costs incurred by
         the Executive in the use and maintenance of such a vehicle.

                  (c)      Life Insurance; Medical Benefits.

                                    (i) The Company  shall,  at its own cost and
                           expense,  continue to maintain  the present term life
                           insurance  policy on the life of the Executive in the
                           amount of $250,000,  payable to such  beneficiary  or
                           beneficiaries  as the Executive may  designate,  and,
                           shall provide medical benefits at least equivalent to
                           those   benefits   which  the  Executive   heretofore
                           received, for the period required herein.

                                    (ii) In the  event  the  present  term  life
                           insurance  referred to in (c)(i) above is terminated,
                           and  such  termination  is  due to a  default  by the
                           Company  under such policy or is otherwise  the fault
                           of  the   Company,   the  Company   shall  obtain  an
                           equivalent  life  insurance  policy and maintain such
                           life insurance policy for the period required herein.
                           In the event the present term life insurance referred
                           to  in   (c)(i)   above  is   terminated,   and  such
                           termination  is  not  the  result  of any  action  or
                           inaction by the Company,  the Company shall  purchase
                           such term life  insurance  as shall be available at a
                           cost  equivalent  to the  premium  being paid for the
                           present  term life  insurance,  and maintain the same
                           for the period required herein.

                  Vacation and Holidays. The Executive shall be entitled to four
         (4) weeks paid vacation during each year of the Employment Term hereof.
         To the  extent  the  Executive  shall not take four (4) weeks  vacation
         during any year,  the unused  time  shall  accrue and carry  forward to
         future years.  Upon  termination of the Executive's  employment for any
         reason,  the Executive shall receive a cash payment for any accrued but
         unused  vacation up to a maximum of six months.  The Executive shall be
         entitled to such  holidays and sick days as determined by the Company's
         policy with respect to senior executive  officers in effect on the date
         hereof, and as amended.

                  (e) Expenses. The Company shall pay or reimburse the Executive
         for all reasonable  expenses actually incurred or paid by the Executive
         in the  performance  of  his  services  hereunder  (including  100%  of
         reasonable  travel  and  entertainment  expenses),  provided,  that the
         Executive  submits  expense   statements  or  vouchers  or  such  other
         supporting  information  as the Company may  reasonably  require of the
         Executive.

5.       TERMINATION OF EMPLOYMENT.

                  Notwithstanding  the  provisions  of paragraph 2 hereof,  this
         Agreement may be terminated as follows:

                                    (i)   Upon   Notice.   At  the  end  of  the
                           Employment Term with respect to which notice is given
                           by the Executive or the Company pursuant to paragraph
                           2(a) hereof.

                                    (ii)  Death.   The  Executive's   employment
                           hereunder  shall  terminate  automatically  as of the
                           date of his death.

                                    (iii) Disability.  The Company may terminate
                           the  Executive's  employment  hereunder  after having
                           established the Executive's  "Disability" (as defined
                           below), by giving the Executive written notice of its
                           intention to terminate the Executive's employment due
                           to such  Disability.  The date of Disability shall be
                           the day on which the Executive  receives  notice from
                           the Company in  accordance  with Section 8(f) hereof.
                           For purposes of this  Agreement,  "Disability"  means
                           the  Executive's  inability to perform  substantially
                           his duties  and  responsibilities  to the  Company by
                           reason  of  a  physical  or  mental   incapacity   or
                           infirmity (i) for a continuous  period of one hundred
                           and twenty (120) days,  not  including  any permitted
                           vacation  days,  holidays or sick days; or (ii) for a
                           cumulative  period of one  hundred  and twenty  (120)
                           days  in  any  twelve  month  period,  not  including
                           permitted  vacation  days,  holidays or sick days; or
                           (iii) at such earlier time as the  Executive  submits
                           medical evidence satisfactory to the Company that the
                           Executive  has a  physical  or mental  disability  or
                           infirmity that will likely prevent the Executive from
                           substantially     performing     his    duties    and
                           responsibilities  for one  hundred  and twenty  (120)
                           days or  longer.  In the  event  of any  disagreement
                           between the Executive and the Company,  as to whether
                           the Executive is physically or mentally incapacitated
                           so as to  constitute a  "Disability"  hereunder,  the
                           question of such incapacity  shall be submitted to an
                           impartial and reputable  physician selected by mutual
                           agreement  of  the  Company  and  the  Executive,  or
                           failing such  agreement,  selected by two  physicians
                           (one of whom shall have been selected by the Company,
                           and   the   other   by  the   Executive),   and   the
                           determination  of the question of such  incapacity by
                           such  physician  shall be final and binding  upon the
                           Company,  as the case may be, and the Executive.  The
                           Company  shall  pay the  fees  and  expenses  of such
                           physician,  and the  Executive  shall  submit  to any
                           medical  examinations  reasonably necessary to enable
                           such physician to make a determination  as to whether
                           the Executive's  incapacity  constitutes a Disability
                           hereunder.

                                    (iv) Cause. The Company shall have the right
                           to terminate the Executive's  employment for "Cause".
                           For purposes of this  Agreement,  "Cause" shall mean:
                           (i)  the  willful  and   continued   failure  by  the
                           Executive to perform  substantially his duties to the
                           Company  (other than any such failure  resulting from
                           his  Disability)  within a reasonable  period of time
                           after a written demand for substantial performance is
                           delivered to the Executive by the Board of Directors,
                           which demand  specifically  identifies  the manner in
                           which  the  Board  of  Directors,  believes  that the
                           Executive has not substantially performed his duties;
                           (ii) the willful  misconduct  by the Executive in the
                           performance  of his duties to the Company;  (iii) the
                           grossly negligent performance by the Executive of his
                           duties  to the  Company,  if such  grossly  negligent
                           performance  is determined by the Board of Directors,
                           to  have  had or to be  reasonably  likely  to have a
                           material  adverse  effect  on the  business,  assets,
                           prospects or financial  condition of the Company,  or
                           (iv)  material  breach by the  Executive of Section 7
                           hereof.

                                    (v)   Termination   For  Good  Reason.   The
                           Executive  may terminate  his  employment  under this
                           Agreement  for "Good  Reason."  For  purposes of this
                           Agreement,  "Good  Reason"  shall  mean,  without the
                           Executive's   express   written   consent,    (i)   a
                           substantial alteration in the nature or status of the
                           Executive's  responsibilities from those contemplated
                           by Section 1(a) or the assignment to the Executive of
                           any duties  inconsistent with the Executive's  status
                           as ,  or (ii) a reduction  in the  Executive's
                           compensation  from that  contemplated by Section 3(a)
                           (as the same may be increased from time to time).

                                    (vi) Transfer  Event.  The  Executive  shall
                           have  the  right to  terminate  this  Agreement  upon
                           thirty days prior written  notice to the Company,  or
                           any successor of the Company,  as the case may be, in
                           the event of a "Transfer  Event" (as defined  below).
                           For  purposes  of this  Agreement,  "Transfer  Event"
                           means:

                                    (A) a transfer of  substantially  all of the
                           assets of the Company, (B) a change in control of the
                           board of directors  of the Company  pursuant to which
                           any single  Person or two or more  Persons  acting in
                           concert  (other  than one or more  Affiliates  of the
                           Company on the date hereof)  acquires control of such
                           board of  directors  or (C) the  Transfer of at least
                           51% or more of the  voting  equity  interests  in the
                           Company  (or any parent of the  Company),  whether by
                           sale,  merger,  consolidation  or  otherwise,  to any
                           single  Person  or  two or  more  Persons  acting  in
                           concert;  provided  that two or more Persons shall be
                           considered  to be acting in concert  for  purposes of
                           clauses (B) and (C) hereof only if such Persons would
                           have been  considered  to be acting in  concert  as a
                           "group"  for   purposes  of  Section   13(d)  of  the
                           Securities Exchange Act of 1934, as amended, for such
                           purposes  treating  voting  equity  interests  of the
                           Company  held or acquired by such  Persons as if such
                           voting  equity  interests  were equity  securities in
                           respect of which a Schedule  13D would be required to
                           be filed with the Securities and Exchange  Commission
                           and  as  if  the  requisite   percentage   and  other
                           threshold  conditions to such filing were  satisfied;
                           provided,  further, that a "Transfer Event" shall not
                           include a pledge of the voting  equity  interests  in
                           the Company to the holders of debt  financing  or any
                           refinancing  thereof (but not a Transfer arising from
                           the  exercise  of  such  holders  rights  under  such
                           pledge). For purposes of this Section 5(a)(vi):


     "Person" means any  individual,  corporation,  partnership,  joint venture,
     association,  joint-stock company,  trust,  unincorporated  organization or
     governmental body.

     "Affiliate"  means,  with  respect to any Person,  any other  Person  which
     directly  or  indirectly  controls,  is  controlled  by or is under  common
     control with such Person.

     "Transfer" means sell, transfer, convey, lease and/or deliver (other tenses
     of  the  term  have  similar  meaning)  or  sale,   transfer,   assignment,
     conveyance, lease and/or delivery, as indicated by the context.

                  (b) In the event that this Agreement is terminated pursuant to
         Section (a) above,  the  Executive  shall be released  from any further
         obligations  under Section 1 hereof,  and the Company shall be released
         from any further obligations hereunder,  except for obligations accrued
         to the date of termination.  Termination of this Agreement  pursuant to
         Section 5(a) and shall in no way  abrogate or relieve the  Executive of
         his obligations under Section 7 hereof.

EFFECT OF TERMINATION.

                  (a)  Upon  and  following   termination  of  the   Executive's
         employment  because of death as provided in subsection  5(a)(ii) above,
         the Company  shall (i)  continue to pay to the  Executive's  spouse the
         amount of the  Executive's  Salary as provided  in Section  3(a) at the
         rate in effect immediately prior to termination of his employment,  for
         a  period  of  one  (1)  year  from  the  date  of  termination  of the
         Executive's  employment,  (ii)  continue  to provide  medical  benefits
         equivalent to the medical benefits  contemplated in Section 4(a) hereof
         for the  Executive's  spouse for a period of one (1) year from the date
         of termination  of the  Executive's  employment,  and (iii) continue to
         provide an automobile as  contemplated  in Section 4(b) hereof,  to the
         Executive's  spouse for a period of twelve (12) months from the date of
         termination of the Executive's employment.

                  (b)  Upon  and  following   termination  of  the   Executive's
         employment  because of Disability  as provided in subsection  5(a)(iii)
         above, the Company shall (i) continue to pay the Executive,  or, in the
         event of the  death of the  Executive,  his  spouse in the event of her
         death  subsequent to that of the  Executive's,  as the case may be, the
         amount of the  Executive's  Salary as provided  in Section  3(a) at the
         rate in effect immediately prior to termination of his employment,  for
         a period of  twelve  (12)  months,  less the  amount of any  disability
         payments  made by the Company or any  Company  plan,  (ii)  continue to
         provide   medical   benefits   equivalent   to  the  medical   benefits
         contemplated  in  Section  4(a)  hereof and to  maintain  the term life
         insurance  contemplated in Section 4(c) hereof for a period of one year
         from the date of termination of the Executive's  employment,  and (iii)
         continue  to provide an  automobile  as  contemplated  in Section  4(b)
         hereof for a period of twelve (12) months from the date of  termination
         of the Executive's employment.

                  (c) In the event  Executive's  employment is terminated by the
         Executive for Good Reason or upon the  occurrence of a Transfer  Event,
         or by the  Company  other  than for  death,  Disability  or Cause,  the
         Company  shall make a lump sum payment to the  Executive  of the Salary
         for the  remainder  of the  Employment  Term  (or in the  event  of the
         subsequent death of the Executive to his spouse) and, shall continue to
         provide   medical   benefits   equivalent   to  the  medical   benefits
         contemplated  in Section  4(a)  hereof,  and to maintain  the term life
         insurance contemplated by Section 4(c) hereof for such period.

                  Notwithstanding  anything to the  contrary  contained  in this
         Agreement,  in  the  event  of a  termination  by  the  Company  of the
         Executive's  employment hereunder,  or the termination by the Executive
         of his  employment  for Good Cause or upon the occurrence of a Transfer
         Event,  the Executive shall not be required to seek other employment in
         mitigation  of his damages,  nor shall the  possibility  or fact of any
         other such  employment and the  compensation  which the Executive might
         reasonably be expected to receive,  actually receives,  or to which the
         Executive  becomes  entitled,  by  reason  thereof,  be  considered  as
         mitigating his damages.

                           7.       COVENANTS.

                  (a) In view  of the  fact  that  the  Company  is  engaged  in
         specialized  businesses,  which businesses are conducted throughout the
         world,  and the  information,  research and marketing data developed by
         the Company or any of its subsidiaries or affiliates are  confidential,
         the Executive  agrees that,  during his  employment and for a period of
         one (1) year from the  termination of his employment  with the Company,
         he  will  not  (i)  directly  or  indirectly  engage  in  the  business
         substantially conducted by the Company at the date of such termination,
         either  for  himself or for any  person,  employer,  business  or other
         entity  in  competition  with  the  Company,  (ii)  engage  in any such
         business on his own  account,  or (iii) become  interested  in any such
         business,   directly  or  indirectly,   as  an   individual,   partner,
         shareholder,  officer, director,  principal,  agent, employee, trustee,
         consultant or in any other relationship or capacity; provided, however,
         that ownership of less than 5% of any class of  outstanding  securities
         of a company  registered  pursuant to Section  12(g) of the  Securities
         Exchange  Act of 1934,  as amended,  shall not be deemed to  constitute
         engaging,   participating  in,  or  becoming  interested  in  any  such
         business.

                  (b)  During  his  employment  and for a period of one (1) year
         thereafter,  the Executive  and any entity  controlled by the Executive
         shall not,  directly  or  indirectly,  (i) make any false or  malicious
         statement,  oral  or  written,  which  is  injurious  to the  business,
         reputation or operations of the Company, its officers or directors,  as
         applicable, or which may interfere with the good will of the Company or
         its  relations  with its  customers  and  suppliers,  or (ii)  solicit,
         interfere  with,  hire,  offer to hire or induce  any  person who is an
         officer,  employee  or agent of the Company to  discontinue  his or her
         relationship  with the Company or any  subsidiary  or  affiliate of the
         Company, or to accept employment by any other entity or person.

                  (c) The  Executive  agrees to keep  secret  and  retain in the
         strictest  confidence  all  confidential  matters  which  relate to the
         Company, including, without limitation,  customer lists, trade secrets,
         pricing policies and other confidential business affairs of the Company
         and any of its subsidiaries or affiliates ("Confidential  Information")
         learned by him from the Company or any of its  subsidiaries  affiliates
         and not to disclose any such Confidential information to anyone outside
         the  Company  or any of its  affiliates,  whether  during  or after his
         period of service with the Company,  except in the course of performing
         his duties hereunder; provided, however, Confidential Information shall
         not include  information  that (i) is known  generally by the public on
         the date of the Executive's  termination,  (ii) has otherwise come into
         the  public  domain  without  a breach  by the  Executive,  under  this
         Agreement,  or (iii) is required to be disclosed pursuant to applicable
         Federal,  state or local laws or judicial process.  Upon request by the
         Company,  the Executive  agrees to deliver promptly to the Company upon
         termination of his employment, or at any time thereafter as the Company
         may request, all Company memoranda,  notes, records,  reports, manuals,
         drawings, designs, computer files in any media and other documents (and
         all copies thereof)  containing such  Confidential  Information and all
         property of the Company or any of its  subsidiaries or affiliates which
         the Executive may then possess or have under his control.

                  (d) The Executive agrees that all processes,  technologies and
         inventions,   including  new  contributions,   improvements,   formats,
         packages,   programs,   systems,   machines,   compositions  of  matter
         manufactured,  developments,  applications  and  discoveries  which are
         related in any manner to the business  (commercial or  experimental) of
         the  Company  during the term of the  Executive's  employment,  whether
         patentable  or  not,  conceived,  developed,  invented  or  made by the
         Executive,  or by the Executive  jointly with others during the term of
         his employment with the Company, or by the Company or its affiliates or
         on their behalf (collectively, "New Developments"), shall belong to the
         Company,  and,  the Company  shall have the sole right to all  proceeds
         arising from or related to such New  Developments.  The Executive shall
         further:  (a) promptly  disclose such New  Developments to the Company;
         (b) assign to the Company, without additional compensation,  all patent
         or other  rights to such New  Developments  for the  United  States and
         foreign  countries;  (c) sign all  papers  necessary  to carry  out the
         foregoing;  and (d) give testimony in support of his inventorship,  all
         at the sole cost and expense of the Company.

                  (e) If the Executive  commits a material  breach of any of the
         provisions  of this  Section  7, the  Company  shall have the right and
         remedy to have the provisions of this Agreement  specifically  enforced
         by any  court of  competent  jurisdiction,  it being  acknowledged  and
         agreed to by the Executive that any such breach will cause  irreparable
         injury to the  Company  and that  money  damages  will not  provide  an
         adequate  remedy to the Company.  Such rights and remedies  shall be in
         addition  to,  and  not in lieu  of,  any  other  rights  and  remedies
         available to the Company at law or in equity.  The  provisions  of this
         Section  7  shall  survive  the   expiration  or  termination  of  this
         Agreement.

                  (f) Although the restrictions  contained in this Section 7 are
         considered  to be  fair  and  reasonable  in the  circumstances,  it is
         recognized that  restrictions of the nature contained in this Section 7
         may  fail  for  technical   reasons;   accordingly,   if  any  of  such
         restrictions shall be adjudged to be void or unenforceable for whatever
         reason, but would be valid if part of the wording thereof were deleted,
         or the period thereof reduced or the area dealt with thereby reduced in
         scope, the restrictions contained in this Section 7 shall apply, at the
         election of the Company, with such modifications as may be necessary to
         make  them  valid,   effective  and  enforceable,   in  the  particular
         jurisdiction  in which such  restrictions  are  adjudged  to be void or
         unenforceable.

8.       MISCELLANEOUS.

                  This Agreement or any rights or obligations  hereunder may not
         be  assigned  by any of the parties  hereto  without the prior  written
         consent of the other parties;  provided,  however,  that this Agreement
         shall inure to the benefit of and be binding  upon the  successors  and
         assigns of the Company upon any sale of all or substantially all of the
         Company's  assets,  or upon any merger or  consolidation of the Company
         with or into any other  corporation,  all as though such successors and
         assigns of the Company and their respective successors and assigns were
         the Company, as the case may be.

                  (b) This  Agreement  and the  relationships  of the parties in
         connection with the subject matter of this Agreement shall be construed
         and  enforced  according  to the laws of the State of New York  without
         giving effect to the conflict of laws rules thereof.

                  This Agreement contains the full and complete agreement of the
         parties  relating to the  employment  of the  Executive  hereunder  and
         supersedes  all  prior  agreements,   arrangements  or  understandings,
         whether written or oral, relating thereto.  Neither this Agreement, nor
         any provision hereof, may be amended,  modified, waived or supplemented
         by  written  instrument  signed by the  parties  hereto,  and a written
         waiver of any of the  provisions  shall be valid and effective  only if
         signed by each of the parties  hereto and shall be valid and  effective
         only in the instance for which given.

                  If any  provision  of this  Agreement is held to be invalid or
         enforceable  by any judgment of a tribunal of  competent  jurisdiction,
         the remainder of this Agreement shall not be affected by such judgment,
         and this  Agreement  shall be carried out as near to its original terms
         and intent as possible.

                  All  provisions  of this  Agreement  which,  by their  nature,
         should  survive  termination  of  this  Agreement,  including,  but not
         limited to, Section 7, shall survive said termination.

                  All notices,  requests  and demands  given to or made upon the
         respective  parties  hereto shall be deemed to have been  received five
         (5)  business  days after the date of mailing  when mailed by certified
         mail,  postage prepaid,  or one business day after the date of delivery
         by a  recognized  overnight  delivery  service,  or,  upon  receipt  of
         confirmation of transmission when sent by telecopier,  addressed to the
         parties at their  addresses set forth below or to such other  addresses
         furnished by notice given in accordance  with this  subsection (f): (a)
         if to the Company,  to Telebyte  Technologies,  Inc., 270 Pulaski Road,
         Greenlawn,  New York 11740,  Telecopier No.: (516) 385-8184  Attention:
         Board of  Directors,  and (b) if to the  Executive,  at his address set
         forth on the signature page hereof.

                  No  failure  or delay by any party in  exercising  any  right,
         power or privilege  hereunder  shall operate as a waiver  thereof,  nor
         shall any  single or partial  exercise  thereof  preclude  any other or
         further exercise  thereof or the exercise of any other right,  power or
         privilege.
                  (h) The  headings in this  Agreement  are for  convenience  of
         reference  only  and  shall  not  control  or  affect  the  meaning  or
         construction of this Agreement.

                  This  Agreement  may be signed in any number of  counterparts,
         each of which shall be deemed an original, but when taken together as a
         whole shall constitute one and the same instrument.

                  The Company may withhold  from any amounts  payable under this
         Agreement,  any federal,  state and local income taxes, social security
         taxes and other taxes and deductions as required by applicable law.

                  (k) (i) The  Executive  and the Company agree and consent that
         (A)  any  controversy  or  claim  arising  out of or  relating  to this
         Agreement,  its scope, or the breach or interpretation of any provision
         hereof  shall be  settled  by  arbitration  before a panel of three (3)
         arbitrators  and otherwise in accordance  with the rules then obtaining
         of the American Arbitration Association;  (B) such arbitration shall be
         held in the City of Happaugue, County of Suffolk and State of New York;
         (C) the  award in any such  arbitration  shall be  final,  binding  and
         conclusive;  and (D)  judgment  on any  award of any such  arbitration,
         including,  but not limited to specific performance,  may be entered in
         any court having jurisdiction thereof.  Notice of any arbitration shall
         be sufficient if given in accordance with Section 8(f) hereof.

                           (ii)  In  connection   with  any  proceeding  by  the
         Executive  to  recover  payments  allegedly  due  and  not  paid to the
         Executive  under  Sections  3 or 6 hereof,  the  prevailing  party with
         respect to the claim for payment of such  amounts  shall be entitled to
         reimbursement   for   reasonable    counsel's   fees   and   reasonable
         disbursements.



<PAGE>


         IN WITNESS  WHEREOF,  the parties  have  executed  and  delivered  this
Agreement as of the date first above written.

                                           TELEBYTE TECHNOLOGY, INC.


                                           By:  __________\s\___________________
                                                   Name:   Joel A. Kramer
                                                   Title:  President




                                                 __________\s\__________________
                                                     Kenneth S. Schneider