EMPLOYMENT AGREEMENT



     AGREEMENT, dated as of this 1st day of June, 1997, between Bell Technology
     Group, Ltd., having an office at 295 Lafayette Street, New York, New York
     10012 ("BTG") and Alan Levy, residing at 295 Lafayette Street, New York,
     New York 10012, (the "Employee"). As used herein, BTG shall be deemed to
     include all affiliated companies of BTG. The parties agree as follows:


         1. EMPLOYMENT: BTG hereby hires Employee as Corporate Controller,
         Treasurer and Chief Accounting Officer. Employee hereby accepts such
         employment subject to the terms and conditions of this agreement.
         Employee agrees that during the term of this agreement, Employee shall
         work exclusively for BTG and shall not work as an employee, agent, or
         representative for any other person, firm or entity, or work as
         independent contractor for hire. Provided, however, that Employee may
         pursue other business interests during non-business hours, provided
         that they do not interfere with his duties as Treasurer and chief
         accounting officer of BTG.

         2. TERM: This agreement shall commence as of the date hereof and, shall
         terminate on December 31, 1998, unless sooner terminated in accordance
         with the terms hereof. Provided, however, this agreement shall continue
         is full force and effect on a month to month basis unless terminated in
         writing by either party hereto.

         3. COMPENSATION: Commencing July 1, 1997, Employee shall be paid an
         annual salary of eighty thousand ($80,000) dollars. In addition,
         Employee shall be entitled to participate in any BTG bonus plan that is
         applicable to all executive employees. Employee shall be entitled to
         participate in the company's group long-term disability insurance
         program so long as the same is in effect and Employee pays his
         participation amount as determined from time to time by BTG.

         4. EXPENSE REIMBURSEMENT: Employee shall be entitled to reimbursement
         of ordinary and necessary business expenses incurred in the course of
         employment. All expenses in excess of $100 per week for which
         reimbursement is sought must submitted on a BTG Expense Reimbursement
         Form and be approved in advance by an officer of BTG.

         5. VACATION AND PERSONAL DAYS: Employee shall be entitled to two weeks
         paid vacation annually during the term of employment. Vacation time
         shall accrue and may be taken in accordance with the rules and
         regulations set forth in the BTG Employee Manual. In addition to
         vacation days, Employee shall be entitled to personal days and sick
         days pursuant to the Bell Technology Group Ltd. Employee Manual.

         6. NON-DISCLOSURE/NON-COMPETITION: Employee recognizes that BTG and its
         affiliated companies are engaged in an extremely competitive business,
         the operation and success of which is dependent upon the protection of
         customer lists, economic relationships and certain trade secrets, and
         Employee acknowledges the highly sensitive and competitive nature of
         such business.

                  A. Employee hereby agrees that for a period of twelve months
         after the termination of Employee's employment with BTG, where such
         termination is either initiated by BTG for cause, or is initiated by
         Employee without cause, Employee shall not:

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                           (1) work for any client of BTG or any entity, which
                  operates in direct competition with BTG as an employee,
                  consultant or independent contractor without the express
                  written consent of BTG.

                           (2) ask or suggest to any employee of BTG or any of
                  its affiliated companies that such employee should terminate
                  his/her employment with BTG or such affiliated company.

                  B. Employee hereby agrees that he will not disclose to any
         person, party, corporation or other entity any information relating to
         the operation or financial condition of BTG which is not already in the
         public domain, or communicate to any person or entity the name(s) or
         identities of any person or entity to which BTG sells products or
         services, unless required by the order of a court.

         7. MISCELLANEOUS: Employee represents and warrants to BTG that there is
         no employment contract existing or alleged to exist between Employee
         and any former employer.

         8. TERMINATION: This agreement may be terminated by BTG at any time for
         cause. As used herein, "termination for cause" shall include, but not
         be limited to: (a) any conduct which is detrimental to the business or
         business reputation of BTG; or (b) the use of illegal drugs or the
         excessive consumption of alcohol, or (c) excessive lateness or absence
         from work; or (d) the failure to follow rules and regulations
         established by BTG and which are generally applicable to all employees.

         9. GOVERNING LAW: This Agreement shall be construed in accordance with
         the laws of the State of New York governing contracts executed and
         performed therein, and shall be binding upon and inure to the benefit
         of the parties, respective heirs, executors, administrators,
         successors, and assigns. The parties agree that New York, New York
         shall be the proper place of jurisdiction for the determination of any
         disputes arising from this agreement, and the parties consent to
         jurisdiction of the Courts of the State of New York.


         10. UNENFORCEABLE PROVISION: In the event that any provision of this
         agreement is held to be void or unenforceable, the balance of the
         agreement shall survive and shall be construed as if the voided
         provision contained herein was omitted from the inception; provided
         that no party is deprived of the intended benefit of this agreement.

         11. CHANGES/MODIFICATIONS: It is understood and agreed that there shall
         be no change or modification of this Agreement unless reduced to
         writing and signed by the parties hereto.


         12. NO WAIVER: No waiver or any breach of this Agreement shall be
         construed as a continuing waiver or consent to any subsequent breach
         hereof.

         13. BELL TECHNOLOGY GROUP, LTD. RULES: Employee agrees to abide by all
         rules and regulations of the BELL TECHNOLOGY GROUP, LTD as may from
         time to time be set forth in the BELL TECHNOLOGY GROUP, LTD. Employee
         Manual.

         14. ATTORNEY'S FEES: If any litigation arises out of the breach by
         Employee of any term or provision of this agreement, Employee shall be
         liable for all reasonable attorney's fees incurred in connection with
         any action for damages or the enforcement of any provision of this
         agreement brought by BTG and/or the BELL TECHNOLOGY GROUP, LTD in which
         BTG and/or BELL TECHNOLOGY GROUP, LTD is successful in whole or in
         part. If any litigation arises out of the breach by BTG of any term or
         provision of this agreement, BTG shall be liable for all reasonable
         attorney's fees incurred in connection with any action for damages or
         the


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         enforcement of any provision of this agreement brought by Employee in
         which Employee is successful in whole or in part.


         15. NOTICES: All notices under this agreement shall be in writing and
         shall be served by mailing postage prepaid, certified mail, return
         receipt requested to the address of the party first above written.


         16. INDEMNIFICATION: BTG shall indemnify and hold Employee harmless to
         the fullest extent permitted by law for any action taken in good faith
         and not involving gross negligence or intentional misconduct by
         Employee.

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

                                     BELL TECHNOLOGY GROUP, LTD.



                                     By: __________________,

                                            Marc H. Bell





                                         __________________

                                             Alan Levy


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