EMPLOYMENT AGREEMENT


         EMPLOYMENT  AGREEMENT  made this 7th day of June,  1996, by and between
COMPLINK,  LTD., a New York  corporation with its principal place of business at
175 Community Drive, Great Neck, New York 11021 (the "Company"),  and GENE ZAINO
(the "Executive").

         WHEREAS,  the  Company  desires  to employ the  Executive  as its Chief
Executive  Officer  and  Chairman of the Board and the  Executive  is willing to
undertake  such  employment,  and the parties  hereto wish to set forth  certain
terms of the Executive's employment with the Company.

          NOW, THEREFORE,  in consideration of the mutual covenants  hereinafter
set forth, the parties hereto do agree as follows:

         1.  Employment.  The  Company  hereby  employs the  Executive,  and the
Executive  hereby  accepts  such  employment,  as Chief  Executive  Officer  and
President of the Company, upon the terms and subject to the conditions contained
herein.

         2. Duties.

            (a) The Executive shall have the authority and perform all duties of
the position of Chief Executive Officer and Chairman of the Board of the Company
consistent  with the powers and duties of such  offices set forth in the Company
By-Laws,  as  well  as any  other  duties,  commensurate  with  the  Executive's
position,  which are  assigned by the Board of  Directors  of the  Company  (the
"Board").  The Executive will be in charge of all  day-to-day  operations of the
Company,  provided however, that the Board of Directors must approve all budgets
of the Company and all  transactions  not reflected in such budget which require
the Company to expend more than  $50,000.  Notwithstanding  the  foregoing,  the
Executive may authorize  expenditures in excess of $50,000 if such  expenditures
are  pursuant  to a  purchase  order or the  Company  has  received  a letter of
commitment  from a customer.  The Company  will  maintain a bank  account with a
Federal  Deposit  Issuance  Corporation  ("FDIC")  insured bank  selected by the
Executive.  The  Executive  agrees that checks drawn on such  account  which are
equal to or greater than  $10,000  must be co- signed by another  officer of the
Company.

            (b) Throughout his employment hereunder,  Executive shall devote his
full time,  attention,  knowledge  and skills during  normal  business  hours in
furtherance of the business of the Company and will faithfully,  diligently, and
to the best of his ability,  perform the duties  described above and further the
Company's best interests. During his employment, the Executive


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shall not  engage,  and shall not solicit  any  employees  of the Company or its
subsidiaries or other affiliates to engage,  in any commercial  activities which
are in any way in competition  with the activities of the Company,  or which may
in any way interfere with the performance of his duties or  responsibilities  to
the Company.

            (c) The  Executive  shall at all times be subject  to,  observe  and
carry out such rules, regulations,  policies, directions and restrictions as the
Company, consistent with Executive's rights and duties under this Agreement, may
from time to time establish and those imposed by law.

         3.  Executive  Covenants.  In order to induce the Company to enter into
this Employment Agreement, the Executive hereby agrees as follows:

            (a) Except when it is in the  interest of the  Company,  or with the
consent of or as directed by the Board,  the Executive  shall keep  confidential
and shall not  divulge  to any other  person or  entity,  during the term of the
Executive's  employment  or  thereafter,  any of the  business  secrets or other
confidential  information  regarding the Company or its subsidiaries  which have
not otherwise become public knowledge.

            (b) All  papers,  books and  records of every  kind and  description
relating to the business and affairs of the Company,  whether or not prepared by
the Executive,  shall be the sole and exclusive property of the Company, and the
Executive  shall  surrender  them to the Company at any time upon request by the
Board.

            (c) During the term of employment  by the Company,  and for a period
of one (1) year  thereafter  unless the  Agreement  is  terminated  pursuant  to
Paragraph  8(d)  hereof,  the  Executive  shall not,  without the prior  written
consent  of the  Board  (such  consent  not  to be  unreasonably  withheld)  (i)
participate  as a  director,  stockholder  or  partner,  or have any  direct  or
indirect  financial  interest as  creditor,  in any business  which  directly or
indirectly  competes with the Company or its subsidiaries  which exist as of the
date  of the  termination  of  this  Agreement  (the  "Existing  Subsidiaries");
provided,  however,  that nothing in this Agreement shall restrict the Executive
from holding up to two (2%) percent of the  outstanding  capital  stock or other
securities  of any publicly  traded  entity;  (ii) solicit any  customers of the
Company  or its  Existing  Subsidiaries  to stop or  reduce  the  business  such
customer is conducting with the Company or its Existing  Subsidiaries;  or (iii)
directly or indirectly, act in the capacity of an executive officer, employee or
in any  other  capacity  for or of any  company  or  other  entity,  within  the
continental United States, which designs, develops, markets or supports software
communications and network gateway products or

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otherwise  designs,  develops or markets any products in competition with any of
the products of the Company or its Existing Subsidiaries.

            (d) The parties agree that the  Executive's  services are unique and
that any breach or threatened  breach of the provisions of this Paragraph 3 will
cause irreparable  injury to the Company and that money damages will not provide
an  adequate  remedy.  Accordingly,  the  Company  shall,  in  addition to other
remedies provided by law, be entitled to such equitable and injunctive relief as
may be  necessary  to enforce  the  provisions  of this  Paragraph 3 against the
Executive  or any person or entity  participating  in such breach or  threatened
breach.  Nothing  contained herein shall be construed as prohibiting the Company
from pursuing any other and  additional  remedies  available to it, at law or in
equity,  for such breach or threatened  breach including any recovery of damages
from the Executive and the immediate termination of his employment.

          4. Base  Salary and  Bonuses.  As full  compensation  for  Executive's
services  hereunder  and in exchange  for his  promises  contained  herein,  the
Company shall compensate the Executive in the following manner:

            (a) Base Salary. The Company shall compensate  Executive at the base
salary rate of One Hundred and Thirty Thousand  United States Dollars  ($130,000
U.S.) per annum, payable in equal installments on the same basis as other senior
salaried  officers of the  Company.  Such annual  salary may be increased in the
future by such amounts and at such times as the Board shall deem  appropriate in
its sole discretion reasonably exercised based upon the financial performance of
the Company.

            (b)  Annual  Bonuses.  The Board,  shall  also grant  bonuses to the
Executive based upon the financial and operating performance of the Company. The
bonuses paid to the Executive may not exceed 60% of the Executive's base salary.
Bonuses  will be based on a schedule  approved by the Board of  Directors of the
Company.

            (c) Withholding.  The amounts set forth in subparagraphs (a) and (b)
above  shall be subject  to  appropriate  payroll  withholding  and any  similar
deductions required by law.

         5.  Long-Term  Incentive  Plan.  The  Executive  shall be  entitled  to
participate,  to the  extent he is  eligible  under  the  terms  and  conditions
thereof,  in any stock  option  plan,  stock  award  plan,  Omnibus  stock plan,
performance  unit plan or similar  incentive  plan  currently  in  existence  or
hereafter  established  by the Company,  in the manner and to the same extent as
the Company's other senior executive officers. Awards to the Executive under any
such plan shall be made at such times and in

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such amounts as shall be determined in the sole discretion  reasonably exercised
of the  Board  subject  to  confirmation  by  Holdings  Board  or the  Executive
Committee thereof.

         6. Benefit  Plans.  During the term of his  employment,  the  Executive
shall be entitled to participate in the Company management employee benefits and
retirement plans, as they are in existence on the date of this Agreement,  or as
they may be  amended or added  hereafter,  to the same  extent as the  Company's
other senior executive officers.

         7. Other  Benefits.  The  Executive  shall be  provided  the  following
additional benefits:

            (a) Business  Expense.  The Company shall  reimburse the  Executive,
upon proper accounting,  for reasonable  expenses and disbursements  incurred by
him in the course of the performance of his duties hereunder.

            (b) Vacation.  The Executive  shall be entitled to four (4) weeks of
vacation each year of this Agreement, without reduction in salary.

            (c) Automobile. The Company shall at its expense cause an automobile
to be made available for use by the Employee during the term of this Agreement.

            (d)  Life  Insurance.  The  Company  shall  enter  into a term  life
insurance  policy  whereby  the  Company  shall pay the  premiums on a term life
insurance  policy  for the  Executive  insuring  the life of the  Executive  for
$350,000.  The Executive shall be deemed the owner of the life insurance  policy
and shall have such right to designate the beneficiaries of such policy.

         8. Duration and Termination.

            (a) Duration.  The term of this  Agreement  shall  commence,  and be
contingent upon, the merger of the Company or its subsidiaries  with the NETPLEX
Group,  Inc. and America's Work Exchange,  Inc. and shall  terminate three years
after the effective date of such merger,  unless earlier terminated  pursuant to
the provisions hereof.

            (b)  Termination  Upon  Death of  Executive.  This  Agreement  shall
immediately terminate,  and all rights, benefits and obligations hereunder shall
cease, in the event of the Executive's death; provided,  however, that his heirs
shall continue to be paid his salary for a period of one (1) year thereafter and
participate in the Company's medical insurance plans.

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            (c) Termination  Upon  Disability of Executive.  In the event that a
mutually  acceptable  physician  determines  that the  Executive  is  unable  to
substantially  perform his usual and customary  duties under this  Agreement for
more than four (4) months in any calendar year, this Agreement shall immediately
terminate.  However,  in addition to such entitlements as the Executive may have
under any Company disability  insurance,  or other disability insurance program,
the Executive's  salary and  participation  in the Company's  medical  insurance
plans shall be continued for a period of one (1) year  subsequent to the date of
termination of employment.

            (d)  Termination by the Company for Reasons Other Than Cause. In the
event of the  termination  of this Agreement by the Company for any reason other
than "Cause" (hereinafter defined), the Executive shall be entitled (without any
obligation on the part of the Executive to mitigate  damages) to continuation of
his Base Salary and the benefits set forth in  Paragraphs  5, 6 and 7 herein for
the remainder of the term of this Agreement.  Notwithstanding the foregoing, the
provisions of Paragraph 3 shall survive  termination  of this  Agreement for all
purposes.

            (e)  Termination  by the Company for Cause.  The Company,  by notice
from the  Board  to the  Executive,  shall  have the  right  to  terminate  this
Agreement  in any of the  following  events  (each  of  which  shall  constitute
"Cause"):  (i) the -----  Executive's  willful and material breach in respect of
his duties under this Agreement if such breach  continues  unremedied for thirty
(30)  days  after  written  notice  thereof  from  the  Board  to the  Executive
specifying  the  acts  constituting  the  breach  and  requesting  that  they be
remedied;  or (ii) the  Executive  is  convicted  or pleads  guilty to a felony,
during the employment period other than for conduct  undertaken in good faith in
furtherance of the interests of the Company.

         All  compensation,  benefits and  reimbursements  (including any annual
bonus,  pro rated  based on the  number of days  prior to  termination)  accrued
through  the date of  termination  shall be paid to the  Executive  at the times
normally paid by the Company,  and the Executive shall thereafter be entitled to
retain all benefits and rights accrued through the termination date. Termination
under  this  subparagraph  (e) shall be  without  damages  or  liability  to the
Executive for compensation and other benefits which would have accrued hereunder
after termination.

         9.  Indemnification.  The Company  shall defend and hold the  Executive
harmless to the  fullest  extent  permitted  by  applicable  law and the Company
By-Laws and Certificate of Incorporation  in connection with any claim,  action,
suit,  investigation or proceeding  arising out of or relating to performance by
the Executive of services for, or action of the Executive as a Director, officer
or employee of, the Company or any parent,

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subsidiary or affiliate of the Company,  or of any other person or enterprise at
the Company's request.  Expenses incurred by the Executive in defending a claim,
action,  suit or  investigation  or  proceeding  shall be paid by the Company in
advance of the final disposition  thereof upon the receipt by the Company of any
undertaking  by or on behalf of the  Executive  to repay such  amount  unless it
shall ultimately be determined that he is entitled to be indemnified  hereunder;
provided,  however,  that this  Paragraph 9 shall not apply to a  non-derivative
action commenced by the Company against the Executive.

         10.  Successors and Assigns.  The rights of the Company hereunder shall
run in favor of the Company,  its successors,  assigns,  nominees or other legal
representatives.  Termination  of  Executive's  employment  shall not operate to
relieve him of any remaining obligations hereunder, and all such obligations are
binding   upon   his   heirs,   executors,   administrators   or   other   legal
representatives.  The Company  shall require any  successor  (whether  direct or
indirect, by purchase,  merger,  reorganization,  consolidation,  acquisition of
property or stock,  liquidation or otherwise) to all or a significant portion of
the assets of the Company,  by agreement in form and substance  satisfactory  to
the  Executive,  expressly to assume and agree to perform this  Agreement in the
same manner and to the same extent that the Company would be required to perform
if no such  succession had taken place.  Regardless of whether such agreement is
executed,  this Agreement shall be binding upon any successor in accordance with
the  operation  of law and such  successor  shall be deemed  the  "Company"  for
purposes of this Agreement.

         11. Arbitration of All Disputes.

            (a) Any  controversy  or claim  arising  out of or  relating to this
Agreement or the breach thereof  (including the arbitrability of any controversy
or claim), shall be settled by arbitration in the County of Nassau, State of New
York, by three arbitrators,  one of whom shall be appointed by the Company,  one
by the  Executive  and the  third of whom  shall be  appointed  by the first two
arbitrators.  If the first two arbitrators  cannot agree on the appointment of a
third  arbitrator,  then the third arbitrator shall be appointed by the American
Arbitration  Association.  The arbitration shall be conducted in accordance with
the rules of the American  Arbitration  Association,  except with respect to the
selection of arbitrators which shall be as provided in this Section. The cost of
any arbitration  proceeding  hereunder shall be borne equally by the Company and
the Executive.  The award of the arbitrators  shall be binding upon the parties.
Judgment upon the award rendered by the  arbitrators may be entered in any court
having jurisdiction thereof.

            (b) In the event that it shall be  necessary  or  desirable  for the
Executive to retain legal counsel and/or incur

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other costs and expenses in connection with the enforcement of any or all of his
rights under this  Agreement,  and  provided  that the  Executive  substantially
prevails  in the  enforcement  of such  rights,  the  Company  shall pay (or the
Executive shall be entitled to recover from the Company, as the case may be) the
Executive's reasonable attorneys' fees and costs and expenses in connection with
the  enforcement of his rights,  including the  enforcement  of any  arbitration
award.

         12. Notices.  All notices,  requests,  demands and other communications
hereunder  must be in  writing  and shall be deemed to have been duly given upon
receipt if delivered by hand, sent by telecopier or courier,  and three (3) days
after such communication is mailed within the continental United States by first
class certified mail, return receipt  requested,  postage prepaid,  to the other
party, in each case addressed as follows:

            (a) if to the Company:

                CompLink, Ltd.
                175 Community Drive
                Great Neck, New York 11021
                Att:  Executive Vice President

                           and

                Olshan Grundman Frome & Rosenzweig LLP
                505 Park Avenue
                New York, New York 10022
                Att: Steven Wolosky, Esq.

            (b) if to the Executive:

                Gene Zaino
                4 Beaumont Drive
                Melville, New York 11747

Addresses  may be changed by written  notice sent to the other party at the last
recorded address of that party.

         13. Severability.  If any provision of this Agreement shall be adjudged
by any court of competent  jurisdiction to be invalid or  unenforceable  for any
reason,  such judgment  shall not affect,  impair or invalidate the remainder of
this Agreement.

         14.   Prior   Understanding.   This   Agreement   embodies  the  entire
understanding  of the parties  hereto,  and supersedes all other oral or written
agreements or  understandings  between them regarding the subject matter hereof.
No change,  alteration or  modification  hereof may be made except in a writing,
signed  by  both  parties  hereto.  The  headings  in  this  Agreement  are  for
convenience and reference only and shall not be construed as part

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of this Agreement or to limit or otherwise affect the meaning hereof.

         15.  Execution in  Counterparts.  This Agreement may be executed by the
parties  hereto in  counterparts,  each of which shall be deemed to be original,
but all such counterparts shall constitute one and the same instrument,  and all
signatures need not appear on any one counterpart.

         16.  Choice of Laws.  Jurisdiction  over  disputes  with regard to this
Agreement  shall be exclusively in the courts of the State of New York, and this
Agreement  shall be construed in accordance with and governed by the laws of the
State of New York.

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

                                             COMPLINK, LTD.


                                             By:
                                                 ----------------------------
                                                 Authorized Officer

ATTEST:


---------------------                       ---------------------------------
                                            Gene Zaino


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