EXHIBIT 10.1
                              EMPLOYMENT AGREEMENT
                              --------------------

                  EMPLOYMENT AGREEMENT dated as of April 12, 2000, between Clive
Kabatznik (the "Employee") and First South Africa  Management  Corp., a Delaware
corporation (the "Company").

                  WHEREAS,  the Company desires to employ the Employee,  and the
Employee  desires  to be  employed  by the  Company,  all  upon  the  terms  and
provisions and subject to the conditions set forth in this Agreement.

                  NOW,  THEREFORE,  in  consideration  of the  foregoing and the
mutual covenants and agreements  contained  herein,  and other good and valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:

                  1. Employment and Term.
                  -----------------------

                  The Company hereby employs the Employee as the Chief Executive
Officer,  President,  Chief  Financial  Officer of the Company and the  Employee
hereby accepts such employment, upon the terms and provisions and subject to the
conditions  set  forth  below for a term  commencing  on  February  1, 2000 (the
"Commencement  Date")  and  terminating  on  January  31,  2005,  unless  sooner
terminated as herein provided (the "Employment Term").

                  2. Employee's Duties.
                  ---------------------

                  (a)  The  Employee  shall  perform  all  duties  and  services
incident to and not  inconsistent  with  Employee's  positions with the Company,
including,  but not limited to,  those duties as are assigned to such offices in
the  Company's  by-laws,  and such  other  duties  as may  from  time to time be
assigned to him by the Board of  Directors  of the  Company  and/or the Board


<PAGE>

of Directors of Leisureplanet  Holdings,  Ltd., the owner of 100% of the capital
stock  of the  Company  ("LPHL"),  subject  in all  cases to the  authority  and
supervision of the Board of Directors of the Company and LPHL.

                  (b) The Employee  agrees to abide by all policies  promulgated
from time to time by the Company.  (c) The Employee  shall devote  substantially
all of his business  time,  effort and  attention to the business and affairs of
the  Company,  and to the  furtherance  of the  interests of the business of the
Company.  The Employee shall  diligently  and faithfully  perform his duties and
services  hereunder  to  the  best  of his  ability  and  with  the  highest  of
professional standards and integrity.

                  3. Compensation for Employee's Services.
                  ----------------------------------------

                  (a) For the  full,  prompt  and  faithful  performance  of the
duties and services to be performed by the Employee pursuant to Sections 1 and 2
hereof,  the Company agrees to pay, and the Employee agrees to accept, an annual
base salary (the "Base Salary") of $300,000 for the period from February 1, 2000
through January 31, 2001,  $315,000 for the period from February 1, 2001 through
January 31, 2002,  $330,750 for the period from February 1, 2002 through January
31, 2003,  $347,287.50  for the period from February 1, 2003 through January 31,
2004, and  $364,651.87  for the period from February 1, 2004 through January 31,
2005. All amounts paid hereunder  shall be reduced by all necessary and required
federal,  state and local payroll  deductions.  The Base Salary shall be paid in
accordance with the usual payroll practices of the Company.


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<PAGE>

                  (b) The Employee  shall be entitled to four (4) weeks vacation
in each  calendar  year.  The Employee  shall take such vacation at such time or
times as  shall be  mutually  agreed  upon  with the  Company.  (c)  During  the
Employment  Term, the Employee shall be entitled to such  insurance,  and health
and medical benefits as are from time to time in effect pursuant to the policies
of the Company  and/or LPHL (or any  subsidiaries  of either of the  foregoing);
provided,  however,  that the  Employee  shall be  required  to comply  with the
conditions  attendant  to  coverage  and shall  comply  with and be  entitled to
benefits only in accordance with the terms and conditions of such coverage.  The
Company may  withhold  from any  benefits  payable to the  Employee all federal,
state,  local or other  taxes and  amounts  as shall be  permitted  or  required
pursuant to law, rule or regulation.

                  (d) During the Employment Term, the Employee shall be eligible
to  participate  in the pension,  compensation  and bonus plans or programs that
from time to time are made  available to other  employees of the Company  and/or
LPHL (or any subsidiaries of either of the foregoing), subject to any applicable
waiting  periods,  all in accordance with the terms and provisions of such plans
or programs.

                  (e) During the  Employment  Term,  the  Company  shall pay all
expenses  incurred by Employee in  connection  with the lease or ownership of an
automobile  to be used  primarily  for  Company  business,  and for all  related
expenses.

                  (f) During the Employment Term, the Employee shall be entitled
to an annual bonus (the  "Bonus") of five  percent (5%) of net realized  capital
gains  upon the  sale,  liquidation  or  distribution  by LPHL of any  Portfolio
Company (as defined  herein)  (other than any realized

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<PAGE>

capital gains or losses  through the  ownership of First South African  Holdings
(Pty.)  Ltd.,  First  Lifestyle  Holdings,  Ltd.  or  any  of  their  respective
subsidiaries (the "Excluded Companies")).  A Portfolio Company means any company
which LPHL acquires through an initial investment of two percent (2%) or more of
the outstanding stock (or stock equivalent).

                  4. Expenses.
                  ------------

                  The  Employee  shall  be  entitled  to  reimbursement  for his
ordinary and necessary reasonable business expenses actually incurred during the
Employment  Term  in the  performance  of his  duties  under  Section  2 of this
Agreement,  if and to the extent  supported by such reasonable  documentation as
may be requested by the Company.

                  5. Termination of Employment Term.
                  ----------------------------------

                  (a) In the  event of the  death,  or the  permanent  mental or
physical  disability (as determined in good faith by the Company on the basis of
the factors set forth in Section 5(b)(iii)  hereto),  of the Employee during the
term of his employment,  the Employee's employment under Sections 1 and 2 hereof
shall  terminate and this Agreement shall terminate on the date of such death or
termination  resulting  from  such  disability;   provided,  however,  that  the
Employee,  his  estate  or legal  representative,  as the case may be,  shall be
entitled to receive, and the Company shall pay, any unpaid Base Salary and Bonus
and other benefits and  reimbursable  expenses accrued and owing to the Employee
with respect to his employment prior to his death or termination  resulting from
disability.

                  (b)  The  Company  shall  have  the  right  to  terminate  the
Employee's  employment  under  Sections  1 and 2 hereof  and to  terminate  this
Agreement,  in the event:  (i) the Employee  fails to  substantially  perform or
repeatedly neglects his duties assigned in accordance

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<PAGE>

with this  Agreement in any  continuing  manner after notice from the Company of
such  failure  or  neglect;  (ii) the  Employee  willfully  fails or  refuses to
substantially  follow or comply with the directions of the Board of Directors of
the  Company or LPHL or the  policies  or work rules of the  Company;  (iii) the
Employee  shall be  unable  (as  determined  in good  faith by the  Company)  to
substantially perform his duties under this Agreement for a period of forty-five
(45)  consecutive  days, or ninety (90) days in total in any  six-month  period,
whether because of illness or mental or physical  disability;  (iv) the Employee
through his intentional  action or inaction has subjected the Company or LPHL or
any of their  respective  subsidiaries  to any criminal or civil liability under
any applicable law; (v) the Employee is convicted for any misdemeanor  involving
moral turpitude or any felony;  (vi) the Employee has  misappropriated any asset
or  property  of the  Company or LPHL or any of their  respective  subsidiaries,
including (without limitation) any theft or embezzlement or any diversion of any
corporate  opportunity;  or (vii) the Employee has breached any of his covenants
and agreements contained in this Agreement, including (without limitation) those
contained  in Section 7 hereof,  provided,  however,  that the Company  shall be
entitled  to  terminate  this  Agreement  under  this  Section  5(b) only if the
Employee shall have failed to cure any of the above events within 30 days of the
Employee's  receipt  of the  Company's  written  notice  stating  its  intent to
terminate  this Agreement and setting forth its reasons  therefor.  The Employee
acknowledges and agrees that any of the foregoing  reasons  constitute  adequate
and  sufficient  cause  for   termination,   and  if  the  Company  elects  such
termination,  the  Employee  shall be entitled to receive only such Base Salary,
Bonus,  benefits and reimbursable  expenses accrued and owing to the Employee at
the date of such termination (which,  however, shall be subject to offset by the
Company  with respect to all amounts then owing to the Company or

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<PAGE>

LPHL or any of their respective subsidiaries by the Employee,  including amounts
respecting misappropriated assets and properties).

                  (c) Any  termination  under  this  Section or  termination  of
Employee's  duties  under  Sections  1 and 2 of this  Agreement,  whether by the
Employee (pursuant to Section 6 hereof) or by the Company, shall be communicated
by a notice of termination to the other party hereto,  which shall set forth the
facts and circumstances respecting such termination;  provided, however, that no
notice of termination need be given in the event of the death of the Employee.

                  (d) The Employee  acknowledges and agrees that any termination
under this Section is not intended, and shall not be deemed or construed, in any
way to affect any of the Employee's other covenants and obligations contained in
this  Agreement,  including  (without  limitation)  those contained in Section 7
hereof,  which other  covenants and agreements  shall continue in full force and
effect.

                  6.  Change  in  Control,   Termination   of   Employment   and
                  --------------------------------------------------------------
Compensation in Event of  Termination.
--------------------------------------

                  (a) After a direct or indirect Change in Control (as such term
is  hereinafter  defined) of the Company has  occurred,  if either the  Employee
terminates  his  employment  within  six  months  after he has  obtained  actual
knowledge  of the direct or  indirect  Change in Control of the  Company (or any
successor  thereto) or the Employee's  employment with the Company is terminated
by a party other than the Employee  within one year after the direct or indirect
Change in Control, the Employee (i) shall be entitled to his Base Salary, Bonus,
benefits and  reimbursable  expenses,  accrued  through the date the  Employee's
employment  with the  Company is  terminated  (the  "Termination  Date") and, in
addition  thereto,  and (ii) shall be entitled to be

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<PAGE>

paid in a lump-sum,  on the  Termination  Date,  an amount equal to five percent
(5%) of net unrealized capital gains of LPHL on any Portfolio Company other than
unrealized capital gains or losses on an Excluded Company,  as determined by the
independent  certified  accountants  regularly  employed by the  Company,  whose
computation  shall be conclusive  and binding upon the Employee and the Company;
provided,  however,  that any unrealized  capital gains to which the Employee is
entitled under this  subsection  6(a)(ii) may, at the option of the Company,  be
paid  in  cash,  stock  of the  Portfolio  Company,  or any  combination  of the
foregoing.

                  (b) For purposes  hereof,  a Change in Control shall be deemed
to have occurred if there has occurred a change in control as the term "control"
is defined in Rule 12b-2 promulgated under the Securities  Exchange Act of 1934,
as  amended  (the  "Act"):  (i) when any  "person"  (as such term is  defined in
Sections  3(a)(9)  and  13(d)(3)  of the  Act),  except  for an  employee  stock
ownership  trust  (or any of the  trustees  thereof),  after  the  date  hereof,
directly or indirectly,  acquires securities of LPHL representing twenty percent
(20%) or more of LPHL's then  outstanding  Common  Stock,  $.01 value per share;
(ii) if the  stockholders  of the  Company  or LPHL  approve a plan of  complete
liquidation  of the  Company  or  LPHL,  as the  case  may be;  or  (iii) if the
stockholders  of  LPHL or the  Company  approve  an  agreement  for the  sale or
disposition  of all or  substantially  all of  LPHL's or the  Company's  assets.
Notwithstanding  the  foregoing,  no Change in  Control  shall be deemed to have
occurred  as a result  of any  event  specified  in  clauses  (i)-(iii)  of this
paragraph  6(b) if a majority of the Board of  Directors  of LPHL or the Company
approve such transaction prior to its occurrence.

                  7. Restrictions Respecting Confidential Information.
                  ----------------------------------------------------

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<PAGE>

                  (a) The Employee has entered into the covenants and agreements
contained in this Section (i) in recognition of the competitive and confidential
nature of the assets,  properties,  information  and business of the Company and
LPHL, and (ii) in consideration of the compensation described in this Agreement.

                  (b) The Employee hereby covenants and agrees that,  during the
Employment  Term and  thereafter,  the Employee will not directly or indirectly,
under any  circumstance  without  the prior  written  consent  of an  authorized
officer of the  Company:  (i)  disclose  or reveal in any way other than for the
benefit of LPHL and its  affiliates,  directly or indirectly,  any  Confidential
Information (as hereinafter defined) to any other person, firm or company;  (ii)
use in any way,  directly or indirectly,  any  Confidential  Information for the
benefit of any other person or entity other than the Company or its  affiliates,
or (iii) offer or agree to, or cause or assist in the initiation or continuation
of,  any  disclosure  of any  Confidential  Information  for the  benefit of the
Employee or any third party.  For the purposes of the  foregoing,  "Confidential
Information" shall mean any and all information  pertaining to LPHL, the Company
or  any  of  their  respective  subsidiaries  or  affiliates,  or  the  business
activities and affairs thereof or of any officer,  director or employee  thereof
in such capacity,  or any activities of, or any knowledge or information learned
by the Employee,  provided, however, that Confidential Information shall exclude
any information  that is or becomes  publicly  available (other than through any
disclosure in violation of this Section by the Employee or any persons or entity
acting on the Employee's  behalf).  Following the Termination Date, the Employee
shall  immediately  return  to LPHL or the  Company,  as the  case  may be,  all
documents and other tangible items containing any  Confidential  Information and
all other  corporate  books and records of LPHL or the Company,  as

                                      -8-
<PAGE>

the case may be,  now or  hereafter  in its  possession,  custody  or control or
provide  a  written  accounting  of the  disposition  of any  such  Confidential
Information  that he shall have  received  and that shall not be returned to the
Company  under this Section 7.

                  (c)   Notwithstanding   anything  to  the   contrary  in  this
Agreement, the terms and provisions of this Section and Sections 8 through 18 of
this Agreement, together with any definitions used in such terms and provisions,
shall survive the termination or expiration of the Employee's  employment  under
Sections  1 and 2 hereof,  irrespective  of (i) the  reason  therefor,  and (ii)
whether such  termination was permitted  hereunder or under  applicable law, and
the Company will have the right to  communicate  with any future or  prospective
employer concerning Employee's continuing obligations under this Agreement.

                  8. Enforcement.
                  ---------------

                  The  Company  may  proceed to  exercise  or enforce any right,
power,  privilege,  remedy or  interest  that the  Company  may have  under this
Agreement  or  applicable  law (at law, in equity,  in rem or in any other forum
available under  applicable law);  without notice except as otherwise  expressly
provided  herein;  without  pursuing,  exhausting  or  otherwise  exercising  or
enforcing any other right, power, privilege, remedy or interest that the Company
may have against or in respect of the Employee or any other person or thing; and
without  regard to any act or omission of the Company or any other  person.  The
Company  may  institute  one  or  more   proceedings   (which  may  be  separate
proceedings)  with respect to this  Agreement in such order and at such times as
the Company may in its sole discretion elect.

                                      -9-
<PAGE>

                  9. Equitable Relief.
                  --------------------

                  The  Employee   acknowledges   and  agrees  that  it  will  be
impossible  to  measure  in money the  damage to the  Company  in the event of a
breach of any of the terms and  provisions of Section 7 of this  Agreement,  and
that,  in the event of any such  breach,  the Company  will not have an adequate
remedy at law,  although the foregoing  shall not  constitute a waiver of any of
the Company's rights, powers, privileges and remedies against or in respect of a
breaching party or any other person or thing under this Agreement, or applicable
law.  It is  therefore  agreed that the  Company,  in addition to all other such
rights, powers, privileges and remedies that they may have, shall be entitled to
injunctive  relief, or such other equitable relief as the Company may request to
exercise or otherwise enforce. The Employee will not raise and hereby waives any
objection or defense that there is an adequate remedy available at law.

                  10. Representations and Warranties of Employee.
                  -----------------------------------------------

                  (a) In  order  to  induce  the  Company  to  enter  into  this
Agreement,  the Employee  represents  and warrants to the Company that:  (i) the
execution and delivery of this Agreement by the Employee and the  performance of
his obligations  hereunder will not violate or be in conflict with any fiduciary
or  other  duty,   instrument,   agreement,   document,   arrangement  or  other
understanding to which the Employee is a party or by which he is or may be bound
or subject;  and (ii) the Employee is not a party to any instrument,  agreement,
document,  arrangement  or other  understanding  with any person (other than the
Company)  requiring or  restricting  the use or disclosure  of any  confidential
information.

                  (b) The Employee  hereby agrees to indemnify and hold harmless
the Company,  from and against any and all losses,  costs,  damages and expenses
(including  without

                                      -10-
<PAGE>

limitation,  their  reasonable  attorneys'  fees)  incurred  or  suffered by the
Company resulting from any breach by the Employee of any of his  representations
or warranties set forth in Section 10(a) hereof.

                  11. Notice.
                  -----------

                  Except as otherwise expressly provided,  any notice,  request,
demand or other communication  permitted or required to be given hereunder shall
be in writing,  shall be sent by one of the following  means to the addressee at
the  address set forth  below (or at such other  address as shall be  designated
hereunder by notice to the other party hereto,  effective  upon actual  receipt)
and shall be deemed  conclusively to have been given:  (i) on the first business
day following the day timely deposited with Federal Express (or other equivalent
express  overnight  courier) or United  States  Express  Mail,  with the cost of
delivery  prepaid or for the account of the sender;  (ii) on the fifth  business
day following the day duly sent by certified or registered mail, postage prepaid
and return receipt  requested;  or (iii) when otherwise actually received by the
addressee on a business day (or on the next  business day if received  after the
close of normal business hours or on any non-business day).

                  If to the Employee:

                           c/o First South Africa Management Corp.
                           6100 Glades Road
                           Suite 305
                           Boca Raton, Florida 33434
                           Facsimile No.:  (561) 479-0757

                  If to the Company:

                                      -11-
<PAGE>


                           First South Africa Management Corp.
                           6100 Glades Road
                           Suite 305
                           Boca Raton, Florida 33434
                           Facsimile No.:  (561) 479-0757

                  with a copy to:

                           Henry I. Rothman, Esq.
                           Parker Chapin LLP
                           The Chrysler Building
                           405 Lexington Avenue
                           New York, New York  10174
                           Facsimile No.:  (212) 704-6288


If a  certificate,  signed notice or other signed item is expressly  required by
another  provision  of  this  Agreement,  a  manually  signed  original  must be
delivered by the party  giving it; any other  notice,  request,  demand or other
communication  also  may be sent by  telecopy,  with  the  cost of  transmission
prepaid  or for the  account  of the  sender,  and shall  (except  as  otherwise
specified in this  Agreement) be deemed  conclusively  to have been given on the
first business day following the day duly sent.

                  12. Section and Other Headings.
                  -------------------------------

                  The section and other headings contained in this Agreement are
for reference  purposes only and shall not affect the meaning or  interpretation
of this Agreement.

                  13. Governing Law.
                  ------------------

                  This   Agreement   shall  be  governed  by  and  construed  in
accordance with the applicable laws of the State of Delaware  without  reference
to the conflict of law principles thereof.

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<PAGE>

                  14. Severability.
                  -----------------

                  In the  event  that any term or  provision  of this  Agreement
shall be finally  determined  to be  superseded,  invalid,  illegal or otherwise
unenforceable  pursuant to applicable  law by a  governmental  authority  having
jurisdiction and venue, that determination  shall not impair or otherwise affect
the validity,  legality or enforceability,  to the maximum extent permissible by
law, (a) by or before that  authority of the remaining  terms and  provisions of
this  Agreement,  which  shall  be  enforced  as if the  unenforceable  term  or
provision  were deleted,  or (b) by or before any other  authority of any of the
terms and provisions of this Agreement.  If any provision of Section 7 hereof is
held to be unenforceable because of the scope or duration of any such provision,
the parties agree that any court making such determination  shall have the power
to reduce the scope or duration of such  provision,  and said provision shall be
enforceable in such reduced form.

                  15. Counterparts.
                  -----------------

                  This  Agreement  may be  executed  in a number of  counterpart
copies of the entire  document or of signature  pages to the  document,  each of
which may be executed by one of the parties hereto, but all of which, when taken
together,  shall constitute a single agreement  binding upon each of the parties
hereto.

                  16. Successors and Assigns; Assignment.
                  ---------------------------------------

                  Whenever  in this  Agreement  reference  is made to any party,
such reference  shall be deemed to include the  successors,  assigns,  heirs and
legal representatives of such party, and, without limiting the generality of the
foregoing, all representations,  warranties, covenants and other agreements made
by or on behalf of the Employee in this Agreement  shall inure to the

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<PAGE>

benefit  of the  successors  and  assigns  of the  Company,  as the case may be;
provided,  however,  that nothing  herein shall be deemed to authorize or permit
the Employee to assign any of his rights or obligations  under this Agreement to
any other  person  (whether  or not a family  member of the  Employee),  and the
Employee  covenants and agrees that he shall not make any such  assignment.

                  17. Modification, Amendment, Etc.
                  ---------------------------------

                  Each and every  modification  and amendment of this  Agreement
shall be in writing and signed by all of the parties hereto,  and each and every
waiver of, or consent  to any  departure  from,  any  representation,  warranty,
covenant or other term or  provision of this  Agreement  shall be in writing and
signed by each affected party hereto.

                  18. Entire Agreement.
                  ---------------------

                  This  Agreement  contains the entire  agreement of the parties
and   supersedes   all  other   representations,   warranties,   agreements  and
understandings, oral or otherwise, among the parties with respect to the matters
contained  herein.  This  Agreement   supersedes  and  terminates  that  certain
Employment  Agreement  dated  January 29,  1996  between  the  Employee  and the
Company.


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<PAGE>


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

                                            /s/ Clive Kabatznik
                                            --------------------------------
                                            Clive Kabatznik

                                            First South Africa Management Corp.


                                            By: /s/ Michael Levy
                                               --------------------------------
                                                 Name: Michael Levy
                                                 Title: Chairman


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<PAGE>




Payment to the Employee under
 Section 6 of this  Agreement
is hereby  guaranteed by the
 undersigned:

Leisureplanet Holdings, Ltd.


By: /s/ Michael Levy
   -----------------------------
   Name: Michael Levy
   Title: Chairman



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