THIS AGREEMENT made as of the 31st day of October, 2000.

BETWEEN:

                          YAPALOT COMMUNICATIONS, INC.
                        ---------------------------------
                       (hereinafter called the "Employer")

                                     - and -

                  YUVAL BARZAKAY, also known as YUVAL BARZAKAY;
                  --------------

                       (hereinafter called the "Employee")

     WHEREAS it is a condition of the Employee's employment by the Employer that
the Employee execute this Agreement;

     NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the sum of
$2.00 now paid by each party to the other (the receipt and  sufficiency  whereof
is hereby acknowledge by each party to this Agreement), the mutual covenants and
agreements hereinafter set forth and other good and valuable consideration,  the
parties agree as follows:


                                    ARTICLE 1
                                 ACKNOWLEDGEMENT

1.1  The Employee  acknowledges  that this Agreement shall govern his rights and
     obligations  as an  employee  of the  Employer  and  agree to all  times be
     subject to the terms of this Agreement.

                                    ARTICLE 2
                         ENGAGEMENT AND JOB DESCRIPTION

2.1  The  Employee  acknowledges  that he has been  engaged by the  Employer  as
     Chairman, President and Chief Executive Officer of the Employer and each of
     its subsidiaries.


<PAGE>



2.2  The Employee shall be responsible  for managing and  supervising all of the
     aspects of the business of the Employer and each of its subsidiaries.

2.3  The  Employer  and each of the  Subsidiaries  hereby  covenant and agree to
     indemnify  and forever save the Employee  harmless from and against any and
     all costs,  damages,  losses and expenses  (including,  without limitation,
     actual legal fees, disbursements) which the Employer may suffer or incur as
     a  result  of the  Employee  being an  officer,  director,  shareholder  or
     employee of the Employer or any of its Subsidiaries or which relates in any
     manner or capacity to the Corporation or any of its subsidiaries.


                                    ARTICLE 3
                                      TERM

3.1  Subject  to  early  termination  as  permitted  by  the  provisions  of the
     Agreement, this Agreement shall be for a term of 10 years commencing on the
     30th day of October, 2000 and ending on the 30th day of October,  2005, and
     will be renewed  for  subsequent  one year terms (the  initial  term or the
     applicable renewal thereof being hereinafter referred to as the "Term").


                                    ARTICLE 4
                            RENUMERATION AND BENEFITS

4.1  In  consideration  of  the  Employee's   performances  of  his  obligations
     contained in this Agreement, the Employer shall pay and grant the following
     salary and benefits to the Employee:

     (a)  (i) a salary of $200,000 per annum,  payable in twelve  equal  monthly
          installments for the first year of employment.  The Employee's  salary
          shall be subject to an annual  review within six (6) months or earlier
          by the Employer.  (ii) during each year of the Term the Employee shall
          be entitled to a minimum 6% increase of his salary.

     (b)  Such  medical,  dental  and  other  benefits  as  are  made  generally
          available from time to time to the employees of the Employer.

     (c)  The Employee shall also be reimbursed for all car expenses incurred by
          the Employee in using his car for the purposes for the Employer,  upon
          providing  the  Employee  with  receipts  in respect of such  expenses
          including,  without limitation,  oil, gas, repairs and insurance. Such
          expenses  shall  include  the cost of  purchasing  or leasing  such an
          automobile  for the  Employee's  sole  use and such  automobile  to be
          satisfactory to the Employee.

     (d)  6 weeks paid  vacation  during  each year of the Term or such  greater
          amount as the  Employer  and the  Employee may agree upon from time to
          time.
<PAGE>


     (e)  The Employee will be entitled to participate in whatever pension plans
          are created from time to time by the Employer for its senior employees
          and executives.

     (f)  Upon receipt of proper invoices,  the Employee shall be reimbursed for
          all reasonable  expenses  incurred by the Employee in connection  with
          the performance of his duties including,  without limitation,  travel,
          business and entertaining expenses.

     (g)  The Employer shall pay for any and all  professional  fees incurred by
          the Employee during the term of this agreement for income tax planning
          and in connection  with the  preparation  of annual tax return for the
          Employee and the members of his immediate family.

     (h)  The Employer shall pay the cost of all membership dues incurred by the
          Employee during the term of this Agreement.

     (i)  The Employer shall furnish to the Employee such computer equipment and
          supplies as the  Employee  shall  require to carry out his  employment
          duties from his home.

                                    ARTICLE 5
                                 LIFE INSURANCE

5.1  The  Employer  shall  apply for,  take out and  maintain  in full force and
     effect,  throughout the Term, at its sole expense,  a life insurance policy
     on the Employee,  in an amount of not less than $2,000,000.  The Employee's
     estate will be the beneficiary of such insurance policy. The beneficiary of
     the  policy  will not be  changed  without  the  Employee's  prior  written
     consent.

5.2  The  Employer  shall also take out and  maintain,  in full force and effect
     throughout the Term, a disability insurance policy for the Employee, all in
     form acceptable to the Employee.

5.3  In the event the Employee's employment with the Employer is terminated, the
     life insurance  policy described in section 6.1 hereof shall be transferred
     to the Employee or his nominee.

<PAGE>



5.4  The Employer shall reimburse the Employee for income or other taxes payable
     by the Employee as a result of the life  insurance  provided for in section
     6.1 hereof or the transfer of such  insurance  to the Employee  pursuant to
     section  6.3  hereof  including,  without  limitation,  the  receipt of any
     proceeds pursuant to such insurance policy.


                                    ARTICLE 6
                                  STOCK OPTIONS

6.1  The Employer  covenants  and agrees that the Employee  shall be entitled to
     participate in all present and future stock option plans which the Employer
     puts in place for its employees, officers and directors.


                                    ARTICLE 7
                                 CONFIDENTIALITY

7.1  In this Agreement, the following words and phrases shall have the following
     meanings unless the context otherwise requires  "Confidential  Information"
     means  information  known or used by the  Employer in  connection  with its
     business  including  but not  limited  to trade  secrets  and  confidential
     information  concerning the business of the Employer,  its subsidiaries and
     affiliates,  information  disclosed  to the  Employee  as a  result  of his
     employment  by  the  Employer   about  any  formula,   design,   prototype,
     compilation  on  information,  data  program,  code,  method,  technique or
     process information relating to any product,  device, equipment or machine,
     computer programs,  client information,  financial  information,  marketing
     information,  intellectual property or business opportunities,  or research
     and  development,  but does not  include any of the  foregoing  which is or
     becomes a matters of public knowledge;

7.2  The Employee acknowledges that:

     (i)  during the course of his employment by the Employer, the Employee will
          be  exposed  to and will  have an  opportunity  to learn or  otherwise
          become aware of Confidential Information.

     (ii) the Confidential Information is a valuable asset which is the property
          of the Employer  exclusively,  the  unauthorized  use or disclosure of
          which would cause very serious  harm to the economic  interests of the
          Employer;

     (iii)it  is   important  in  the   interests  of  the  Employer   that  the
          Confidential Information remain the exclusive confidential property of
          the Employer and that it not be used or disclosed except in accordance
          with the knowledge  and consent of the Employer and in the  Employer's
          best interests.


<PAGE>


     (a)  The  Employee  agrees  that at all  times  during  the  period  of the
          Employee's  employment  and at all times  following  the  cessation or
          termination of the Employee's employment for any reason whatsoever:

          (i)  the Employee shall hold in confidence and keep  confidential  all
               Confidential Information;

          (ii) the  Employee   shall  not  directly  or   indirectly,   use  any
               Confidential  Information  except  in the  course  of  performing
               duties as an  Employee of the  Employer  with the  knowledge  and
               consent of the Employer and in the Employer's interests; and

     (b)  (i)  during  the term of this  Agreement,  or any  renewal  term,  the
          Employee shall not remove any Confidential  Information or property of
          the Employer from the  Employer's  offices or is premises  without the
          Employer's consent except as strictly necessary to carry out the terms
          of this Agreement;

          (iii)upon  termination  of the  Employee's  employment  whether by the
               Employer or the Employee,  the Employee shall promptly deliver to
               the  Employer  all  documents,  manuals,  lists,  data,  records,
               computer  programs,  codes,  materials,   prototypes,   products,
               samples, analyses, reports, equipment, tools and devices relating
               or  pertaining  to  the  Employer's  business  or  containing  or
               pertaining to any Confidential Information, including, any copies
               or  reproductions  of same, save as specifically  provided for in
               paragraph 5.1 (1) hereof.


                                    ARTICLE 8
                                NON-SOLICITATION

8.1  In consideration  of the mutual covenants and agreements  contained in this
     Agreement,  the sum of Ten ($10.00) Dollars now paid by the Employer to the
     Employee (the receipt and sufficiency whereof is hereby acknowledged by the
     Employee) and  conditionally,  on the  Employee's  receipt of the severance
     payment  described  in  Article  10  hereof,  and other  good and  valuable
     consideration,  the Employee covenants and agrees with the Employer that he
     will not, during the Term and for a period of 12 months after the date (the
     "Termination  Date") that this  Agreement is terminated by either party and
     for any reason whatsoever:

     (a)  directly or indirectly, solicit for employment, or advise or recommend
          to any other person,  firm,  corporation or entity that they employ or
          solicit for employment any person employed by the Employer;

     (b)  directly or indirectly,  solicit any customer of the  Corporation  for
          the purpose of causing a customer  to purchase  any product or service
          competitive with the products and services sold by the Employer on the
          Termination Date.

<PAGE>



8.2  Subject to the  Employer's  receipt of the severance  payment  described in
     Article 10 hereof, the Employee acknowledges that his relationship with the
     Employer is of a special, unique, unusual and extraordinary character which
     gives it peculiar value, the loss of which cannot adequately be compensated
     in damages in an action at law.  Consequently,  the parties  agree that the
     Employer will be entitled to all equitable  and legal  remedies,  including
     interlocutory and permanent injunctive relief, relating to any violation or
     breach of the provisions of Articles 8 or 9 hereof by the Employee.

8.3  The Employer acknowledges that the Employee's non-solicitation  obligations
     contained in this Article is in consideration of the severance  payments to
     be paid by the Employer to the Employee in accordance  with the  provisions
     of Article 10 hereof and that in the absence of such payment,  the Employer
     acknowledges  that the  Employee  will be under no  obligation  pursuant to
     Article 9 hereof.


                                    ARTICLE 9
                            TERMINATION OF EMPLOYMENT

9.1  This  Agreement  and the  employment  of the Employee may be  terminated at
     anytime upon the Employer paying to the Employee, a severance payment equal
     to 5 times the  Employee's  total  annual  remuneration  package  including
     salary,  benefits and car allowance.  For the purposes of this Section, the
     Employee  shall be deemed to be earning a salary of not less than  $250,000
     per annum.

9.2  The Employee  shall be entitled to receive and the Employee  covenants  and
     agrees to pay the Employee the severance  payment described in Section 10.1
     hereof in a lump sum payment on the date of  termination  of the Employee's
     employment.  The  severance  payment to the  Employee  shall be without any
     obligation to mitigate on the part of the Employee.


                                   ARTICLE 10
                                ENTIRE AGREEMENT

10.1 Any and all previous agreements, written or oral, between the parties or on
     their  behalf,  relating  to  the  services  set  out  herein,  are  hereby
     terminated and cancelled and each of the party hereby  releases and forever
     discharges  the other  party of and from all manner of  actions,  causes of
     action,  claims  and  demands  whatsoever  under or in  respect of any such
     agreement.


<PAGE>

                                   ARTICLE 11
                                     NOTICES

11.1 Any demand,  notice or other  communications to be given in connection with
     this  Agreement  shall  be given in  writing  and may be given by  personal
     delivery, by telecopier,  telegram or telex or by registered mail addressed
     to the party concerned at the addresses set forth below.

     If to Employer

     If to the Employee

     Any notice delivered as  aforementioned  shall be deemed to have been given
     and received on the date it was delivered or telecopied,  or if mailed,  on
     the third business day following the date of its mailing.


                                   ARTICLE 12
                             SUCCESSORS AND ASSIGNS

12.1 This  Agreement  shall  enure to the  benefit of and be binding  upon,  the
     respective    heirs,    executors,     administrators,    legal    personal
     representatives, successors, and assigns of the parties.


                                   ARTICLE 13
                                  GOVERNING LAW

13.1 This Agreement shall be deemed to have been made in, and shall be construed
     in  accordance  with,  the  laws of the  Province  of  Ontario  and for the
     purposes of all legal  proceedings,  this Agreement shall be deemed to have
     been  performed in such province and the courts of such province shall have
     jurisdiction to entertain any action arising under this Agreement.


                                   ARTICLE 14
                                  CONFIRMATION

14.1 The  Subsidiaries  confirm that they are jointly and severally  responsible
     for all of the obligations of the Employer pursuant to this Agreement.


<PAGE>

                                   ARTICLE 15
                                  SEVERABILITY

15.1 If any article,  section or any portion of any section of this Agreement is
     determined  to  be  unenforceable  or  invalid,  that  unenforceability  or
     invalidity  shall not effect the remaining  portions of this  Agreement and
     such  unenforceable or invalid  article,  section or portion there shall be
     deemed to be severed from the remainder of this Agreement.


                                   ARTICLE 16
                                    RECITALS

16.1 The parties  acknowledge  that the recitals to this  Agreement are true and
     correct in substance and in fact and are hereby  incorporated into and form
     part of this Agreement.


                                   ARTICLE 17
                               TIME OF THE ESSENCE

17.1 Time  will be of the  essence  of this  Agreement  and every  part  hereof,
     provided that if the parties establish a new time for the performance of an
     obligation, time will again be of the essence of the new time established.


                                   ARTICLE 18
                                     WAIVER

18.1 No party to this  Agreement  will be  deemed  or taken to have  waived  any
     provision  of this  Agreement  unless such  waiver is in writing,  and such
     waiver  will be  limited  to the  circumstances  set forth in such  written
     waiver.


                                   ARTICLE 19
                                     STATUES

19.1 Any  reference  in this  Agreement  to a  statute  includes  any  amendment
     thereto, its regulations and applicable successor legislation.


                                   ARTICLE 20
                                  COUNTERPARTS

20.1 This Agreement may be executed in one or more  counterparts,  each of which
     will be deemed an original,  but all of which together will  constitute one
     and the same agreement.


<PAGE>

                                   ARTICLE 21
                                    CURRENCY

21.1 All dollar amounts in this Agreement refer to currency of the United States
     of America.


                                   ARTICLE 22
                            APPLICATION OF AGREEMENT

22.1 In  consideration  of  the  sum of  $10.00  and  other  good  and  valuable
     consideration (the receipt and sufficiency whereof is hereby  acknowledged)
     and to induce the Employee to enter into this Agreement,  the  Subsidiaries
     each  covenants and agrees that they are jointly and  severally  liable and
     obligated with the Employer pursuant to this Agreement.

22.2 This Agreement shall apply mutates,  mutandis to any future subsidiaries of
     the Employer,  each of which shall at the request of the Employee execute a
     counterpart of this Agreement.


<PAGE>


     IN WITNESS WHEREOF the parties hereto have executed this Agreement.



     SIGNED, SEALED AND DELIVERED
                                   In the presence of )
                                                          )
                                                          )
                                                          )
                                                          )


                           -----------------------------------
            YUVAL BARZAKAY


     YAPALOT COMMUNICATIONS, INC.




     Per: ______________________________________________________
              Yuval Barzakay Chairman, President and Ceo




     Per: _______________________________________________________
              Marilyn Benlolo Chief Operating Officer and Director




     Per: ______________________________________________________
             Meyer Keslassy Chief Financial Officer and Director




     Per: _____________________________________________________
             Albert Kshoznicer                Director




     Per: _____________________________________________________
             Alon Barzakay                    Director