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                             EMPLOYMENT AGREEMENT

                                By and Between

                         CARIBINER INTERNATIONAL, INC.

                                      and

                               ROBERT BURLINSON

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                             As of June 9, 1998
                                       

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                               TABLE OF CONTENTS                                
                                                                                
                                                                            Page
                                                                            ----
                                                                                
1.       Employment............................................................1
                                                                                
2.       Duties and Responsibilities of Employee...............................1
                                                                                
3.       Exclusivity of Service................................................2
                                                                                
4.       Compensation; Bonus...................................................2
                                                                                
5.       Benefits..............................................................2
                                                                                
6.       Term of Employment....................................................3
                                                                                
7.       Confidentiality; Inventions; Product Development, Etc.................3
                                                                                
8.       Non-Competition; Non-Solicitation.....................................5
                                                                                
9.       Termination...........................................................6
         (a)      Cause........................................................6
         (b)      Incapacity...................................................6
         (c)      Death........................................................6
                                                                                
10.      Violation of Other Agreements.........................................6
                                                                                
11.      Specific Performance; Damages.........................................7
                                                                                
12.      Notices...............................................................7
                                                                                
13.      Waivers...............................................................8
                                                                                
14.      Preservation of Intent................................................8
                                                                                
15.      Entire Agreement......................................................8
                                                                                
16.      Inurement; Assignment.................................................8
                                                                                
17.      Amendment.............................................................8
                                                                                
18.      Headings..............................................................8
                                                                                
19.      Counterparts..........................................................9
                                                                                
20.      Governing Law.........................................................9
                                                                                

                                     -i-

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                             EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT (this "Agreement") dated as of June ___, 1998,
by and between CARIBINER INTERNATIONAL, INC., a Delaware corporation having an
office at 16 West 61st Street, New York, New York 10023 ("Employer"), and
ROBERT BURLINSON, an individual residing at 162 Murray Avenue, Larchmont, New
York 10538 ("Employee").

                             W I T N E S S E T H:

         WHEREAS, Employer desires to engage Employee as an employee and
Employee desires to provide his services to Employer in connection with
Employer's business; and

         WHEREAS, both parties desire to clarify and specify the rights and
obligations which each have with respect to the other in connection with
Employee's employment.

         NOW, THEREFORE, in consideration of the agreements and covenants
herein set forth, the parties hereby agree as follows:

         1.       Employment

         Employer hereby employs Employee as its Executive Vice President and
Chief Financial Officer and Employee hereby accepts such employment and agrees
to render his services as an employee of Employer, for the term of this
Agreement (as set forth in Section 6 hereof), all subject to and on the terms
and conditions herein set forth.

         2.       Duties and Responsibilities of Employee

         Employee shall be employed as Employer's Executive Vice President and
Chief Financial Officer, subject to the other provisions of this Section 2. In
the performance of his duties, Employee shall report to Employer's Chief
Executive Officer or, in the discretion of Employer's Board of Directors (the
"Board"), the Chairman. Employee shall use his best efforts to maintain and
enhance the business and reputation of Employer. Employee's duties and
responsibilities shall be designated to Employee by the Board, its Chairman or
Employer's Chief Executive Officer. Upon Employer's request, Employee shall
also perform similar services in an identical capacity for any subsidiary or
division of Employer (or a subsidiary thereof) designated by Employer.
Employee shall be available to travel as the reasonable needs of Employer
shall require. Employee shall be based in Employer's offices located in New
York, New York (or the New York City metropolitan area), which offices
Employee understands may be relocated by Employer within a fifty (50) mile
radius of its current location.

<PAGE>

         3.       Exclusivity of Service

         Employee agrees to devote all of his business time, efforts and
attention to the business and affairs of Employer on an exclusive basis, and
not to engage in any other business activities for any person or entity, other
than personal investment activities, provided that such activities do not
materially affect the performance of Employee's duties hereunder.

         4.       Compensation; Bonus

         (a) In consideration for his services to be performed under this
Agreement and as compensation therefor, Employee shall receive, in addition to
all other benefits provided in this Agreement, a base salary (the "Base
Salary") at the annual rate of two hundred twenty-five thousand ($225,000)
Dollars. All payments of Base Salary shall be payable in bi-weekly
installments or otherwise in accordance with Employer's policies.

         (b) In addition to the Base Salary, Employee shall be entitled to an
annual bonus (the "Bonus"), payable on approximately December 15 of each year
(commencing December 15, 1999), pursuant to the bonus compensation plan then
in effect by Employer for Employee and Employer's other senior executives.
Such bonus plan shall be tailored to Employee's particular skills and
Employer's goals, provided that any such bonus plan formulated for Employee
shall be within Employer's sole and absolute discretion. Notwithstanding
anything to the contrary contained herein, Employee's bonus compensation for
Employer's fiscal year ending September 30, 1999 (payable on approximately
December 15, 1999) shall not be less than $50,000.

         5.       Benefits

         In addition to the Base Salary and Bonus provided for in Section 4
hereof, Employee shall be entitled to the following benefits during and in
respect of the Term (as defined below):

         (a) Employer shall provide Employee with the hospitalization, medical
and dental insurance coverage and other benefits (including long term
disability and life insurance) on the same basis as provided to the majority
of the other senior executive employees of Employer, in accordance with
Employer's practices. Employee shall be entitled to participate in Employer's
401(K) plan and other similar plans adopted by Employer for similar employees.

         (b) Employee shall be entitled to four (4) weeks paid vacation to be
taken by Employee at times mutually and reasonably agreed upon by Employer and
Employee in addition to all other holidays established as part of Employer's
standard practices. No payment shall be made to Employee for unused vacation
days nor may such days be carried over to future years.

         (c) Employee shall be entitled to reimbursement for all reasonable
travel, entertainment and other reasonable expenses incurred in connection
with Employer's business, provided that such expenses are adequately
documented and vouchered in accordance with Employer's policies.

                                     -2-

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         (d) Employee shall be entitled to an automobile allowance in the
amount of $500 per month, payable in equal installments during each payroll
period, to defray all costs incurred by Employee in connection with Employee's
use of his automobile in connection with the business of Employer (except for
those which Employee is entitled to reimbursement pursuant to Section 5(c)
hereof).

         (e) Employer shall grant to Employee options to purchase fifty
thousand (50,000) shares of common stock (the "Common Stock") of Employer, par
value $0.01 per share, pursuant to Employer's 1996 Stock Option Plan (the
"Plan") and a Stock Option Agreement to be entered into by Employer and
Employee in the form adopted pursuant to the Plan promptly following the
mutual execution and delivery of this Agreement. All options so granted shall,
subject to the terms and conditions of the Plan, be exercisable at the price
per share of the Common Stock on the date of the issuance of such options.

         6.       Term of Employment

         The term (the "Term") of employment shall be from July 15, 1998 for a
period of two (2) years, unless terminated prior thereto in accordance with
Section 9 hereof. Employer agrees that no sooner than six (6) months prior to
the end of the Term and any renewal term (a "Renewal Term"), Employer will
confirm to Employee in writing, following Employee's written request therefor
(a "Renewal Indication"), whether Employer intends to extend the term of this
Agreement upon terms no less favorable than those contained herein. If such
Renewal Indication shall state that Employer intends to renew this Agreement
at the end of the Term, or a Renewal Term, as the case may be, subject to
Section 9 hereof, this Agreement shall be extended for an additional two (2)
year term upon terms no less favorable than those contained herein, provided,
however, that it is contemplated that the parties will negotiate in good faith
the terms of such extended employment.

         7.       Confidentiality; Inventions; Product Development, Etc.

         (a) Employee agrees and covenants that, at any time during employment
by Employer (which, for purposes of Sections 7 and 8 hereof shall include
Employer's subsidiaries and affiliates) or thereafter, he will not (without
first obtaining the written permission of Employer) (i) at any time during
employment by Employer and for a period of three (3) years thereafter, divulge
to any person or entity, nor use (either himself or in connection with any
business) any "Confidential Information" (as hereinafter defined in Section
7(c) hereof) and (ii) at any time during employment by Employer and
thereafter, divulge to any person or entity, nor use (either himself or in
connection with any business) any "Trade Secrets" (as hereinafter defined in
Section 7(c) hereof) to which he may have had access or which had been
revealed to him during the course of his employment unless such disclosure is
pursuant to a court order, disclosure in litigation involving the Employer or
in any reports or applications required by law to be filed with any
governmental agency.

                                     -3-

<PAGE>

         (b) Employee hereby grants to Employer or its nominee all rights of
every kind whatsoever, exclusively and perpetually, in and to all services
performed, products created and product ideas conceived by Employee for
Employer or its nominee, and hereby agrees, upon Employer's request therefor,
to assign and transfer to Employer or its nominee, any and all inventions,
Trade Secrets, product ideas, improvements, processes, Confidential
Information and "know how" relating to the business or products of Employer or
any subsidiary or division thereof, including any thereof which Employee may
learn, possess or acquire during Employee's employment by Employer, and agrees
that all such things and such knowledge are, and will be, the sole and
exclusive property of Employer or its nominee, and are known or held by
Employee only for the benefit of Employer or its nominee. Any patent,
trademark, servicemark or copyright applications and patents, trademarks,
servicemarks or copyrights developed, obtained or conceived by Employee while
employed or engaged by Employer which relate to the business or product
development activities of Employer or its nominee, as well as all physical
embodiments of Confidential Information, shall be and remain the sole
exclusive property of Employer, or its nominee. At Employer's request,
Employee will execute any and all applications, assignments or other
instruments which Employer or its nominee shall deem necessary to apply for
and obtain Letters Patent of the United States or any foreign country or to
protect otherwise Employer's interest therein.

         (c) As used in this Agreement, the term "Confidential Information"
shall mean and include all information and data in respect of Employer's
operations, financial condition, products, customers and business (including,
without limitation, artwork, photographs, specifications, facsimiles, samples,
business, marketing or promotional plans, creative written material and
information relating to characters, concepts, names, trademarks and
copyrights) which may be communicated to Employee or to which Employee may
have access in the course of Employee's employment by Employer.
Notwithstanding the foregoing, the term "Confidential Information" shall not
include information which:

           (i)      is, at the time of the disclosure, a part of the 
                    public domain through no act or omission by Employee;

           (ii)     was otherwise in Employee's lawful possession prior to the
                    disclosure; or

           (iii)    is hereafter lawfully disclosed to Employee by a
                    third party who or which did not acquire the
                    information under an obligation of confidentiality
                    to or through Employer.

         As used in this Agreement, the term "Trade Secrets" shall mean and
include information, without regard to form, including, but not limited to,
technical or non-technical data, a formula, a pattern, a compilation, a
program, a device, a method, a technique, a drawing, a process, financial
data, financial plans, product plans, or a list of actual or potential
customers or suppliers which is not commonly known by or available to the
public and which information (i) derives economic value, actual or potential,
from not being known to, and not being readily ascertainable by proper

                                     -4-

<PAGE>

means by, other persons who can obtain economic value from its disclosure or
use; and (ii) is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy.

         Any combination of known information shall be within any of the
foregoing exclusions only if the combination as such is within such
exclusions.

         Nothing in this Section 7 shall limit any protection, definition or
remedy provided to Employer under any law, statute or legal principle relating
to Confidential Information or Trade Secrets.

         (d) Employee agrees that at the time of leaving the employ of
Employer he will deliver to Employer and not keep or deliver to anyone else
any and all notes, notebooks, drawings, memoranda, documents, and in general,
any and all material relating to the business of Employer (except Employee's
personal files and records) or relating to any employee, officer, director,
agent or representative of Employer.

         8.       Non-Competition; Non-Solicitation

         (a) Employee hereby agrees and covenants that commencing as of the
date hereof and for a period of two (2) years following the termination of his
employment with Employer (the "Limited Period") he will not directly or
indirectly engage in or become interested (whether as an owner, principal,
agent, stockholder, member, partner, trustee, venturer, lender or other
investor, director, officer, employee, consultant or through the agency of any
corporation, limited liability company, partnership, association or agent or
otherwise) in any business or enterprise that shall, at the time, be in whole
or in substantial part competitive with any material part of the business
conducted by Employer during the period of Employee's employment with Employer
(except that ownership of not more than 1% of the outstanding securities of
any class of any entity that are listed on a national securities exchange or
traded in the over-the-counter market shall not be considered a breach of this
Section 8(a)).

         (b) Employee agrees and covenants that for the Limited Period he will
not (without first obtaining the written permission of Employer) directly or
indirectly participate in the solicitation of any business of any type
conducted by Employer during the period of Employee's employment with Employer
from any person or entity which was a client or customer of Employer during
the period of Employee's employment with Employer, or was a prospective
customer of Employer from which Employee (or employees under Employee's
supervision) solicited business or for which a proposal for submission was
prepared during the period of Employee's employment with Employer.

         (c) Employee agrees and covenants that for the Limited Period he will
not (without first obtaining the written permission of Employer) directly or
indirectly, recruit for employment, or induce or seek to cause such person to
terminate his or his employment with Employer, any person who then is an
employee of Employer.

                                     -5-

<PAGE>

         9.       Termination

         (a) Cause. Notwithstanding the terms of this Agreement, Employer may
discharge Employee and terminate this Agreement in the event that (i) Employee
shall wilfully fail materially to perform his duties hereunder with reasonable
diligence or shall violate any covenant of his herein contained, (ii) Employee
shall engage in an act of dishonesty in connection with his duties hereunder
or theft, (iii) Employee shall unreasonably refuse to carry out the lawful
order of Employer commensurate with Employee's duties to be performed
hereunder or (iv) Employee shall be charged with a felony involving moral
turpitude (which shall include any felony relating to drugs) or shall be
convicted of, or plead nolo contendere (or make an equivalent plea) in respect
of, any governmental indictment, complaint or other formal allegation.
Notwithstanding the foregoing to the contrary, prior to discharging Employee
pursuant to clauses (i) or (iii) of the immediately preceding sentence,
Employer shall give Employee ten (10) days' prior written notice of any breach
or failure and a reasonable opportunity to cure any such breach or failure, or
cease violating any covenant contained herein, to the extent curable or
ceasable; provided, however, that no notice shall be required to be given in
the event such breach, failure or violation is not curable or ceasable. In the
event Employee is discharged pursuant to this Section 9, Employee's Base
Salary and bonus under Section 4 hereof and all benefits under Section 5
hereof shall terminate immediately upon such discharge (subject to applicable
law such as COBRA), and Employer shall have no further obligation to Employee
except the payment to and reimbursement to Employee for any monies due to
Employee which right to payment or reimbursement accrued prior to such
discharge. In the event Employee is terminated other than pursuant to this
Section 9, Employee's Base Salary and Bonus under Section 4 hereof and all
benefits under Section 5 hereof shall, notwithstanding such termination, be
paid pursuant to the terms of this Agreement.

         (b) Incapacity. Should Employee, in the reasonable judgment of a
physician chosen by the Board, become incapacitated to the extent that he is
unable to perform his material duties pursuant to this Agreement for a period
of two (2) consecutive months by reason of illness, disability, or other
incapacity, Employer may terminate this Agreement upon one (1) month's notice
after said two (2) month period.

         (c) Death. This Agreement shall terminate immediately upon the death
of Employee, in which case Employee's legal representatives shall be entitled
to receive promptly a payment equal to one (1) month's Base Salary.

         10.      Violation of Other Agreements

         Employee represents and warrants to Employer that he is legally able
to enter into this Agreement and accept employment with Employer; that
Employee is not prohibited by the terms of any agreement, understanding or
policy from entering into this Agreement; and the terms hereof will not and do
not violate or contravene the terms of any agreement, understanding or policy
to which Employee is or may be a party, or by which Employee may be bound.
Employee agrees that, as it is a material inducement to Employer that Employee
make the foregoing

                                     -6-

<PAGE>


representations and warranties and that they be true in all respects, Employee
shall forever indemnify and hold Employer harmless from and against all
liability, costs or expenses (including attorney's fees and disbursements) on
account of the foregoing representations being untrue.

         11.      Specific Performance; Damages

         In the event of a breach or threatened breach of the provisions of
Sections 7 or 8 hereof, Employee agrees that the injury which would be
suffered by Employer would be of a character which could not be fully
compensated for solely by a recovery of monetary damages. Accordingly,
Employee agrees that in the event of a breach or threatened breach of Section
7 or 8 hereof, in addition to and not in lieu of any damages sustained by
Employer and any other remedies which Employer may pursue hereunder or under
any applicable law, Employer shall have the right to equitable relief,
including issuance of a temporary or permanent injunction, by any court of
competent jurisdiction against the commission or continuance of any such
breach or threatened breach, without the necessity of proving any actual
damages or posting of any bond or other surety therefor. In addition to, and
not in limitation of the foregoing, Employee understands and confirms that, in
the event of a breach or threatened breach of Section 7 or 8 hereof, Employee
may be held financially liable to Employer for any loss suffered by Employer
as a result.

         12.      Notices

         Any and all notices, demands or requests required or permitted to be
given under this Agreement shall be given in writing and sent, by registered
or certified U.S. mail, return receipt requested, by hand, or by overnight
courier, addressed to the parties hereto at their addresses set forth above or
such other addresses as they may from time-to-time designate by written
notice, given in accordance with the terms of this Section, together with
copies thereof as follows:

         In the case of Employer, with a copy to:

                  Zukerman Gore & Brandeis, LLP
                  900 Third Avenue
                  New York, New York  10022-4728

                  Attention:  Jeffrey D. Zukerman, Esq.

Notice given as provided in this Section shall be deemed effective: (i) on the
date hand delivered, (ii) on the first business day following the sending
thereof by overnight courier, and (iii) on the seventh calendar day (or, if it
is not a business day, then the next succeeding business day thereafter) after
the depositing thereof into the exclusive custody of the U.S. Postal Service.

                                     -7-
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         13.      Waivers

         No waiver by any party of any default with respect to any provision,
condition or requirement hereof shall be deemed to be a waiver of any other
provision, condition or requirement hereof; nor shall any delay or omission of
any party to exercise any right hereunder in any manner impair the exercise of
any such right accruing to it thereafter.

         14.      Preservation of Intent

         Should any provision of this Agreement be determined by a court
having jurisdiction in the premises to be illegal or in conflict with any laws
of any state or jurisdiction or otherwise unenforceable, Employer and Employee
agree that such provision shall be modified to the extent legally possible so
that the intent of this Agreement may be legally carried out.

         15.      Entire Agreement

         This Agreement sets forth the entire and only agreement or
understanding between the parties relating to the subject matter hereof and
supersedes and cancels all previous agreements, negotiations, letters of
intent, correspondence, commitments and representations in respect thereof
among them, and no party shall be bound by any conditions, definitions,
warranties or representations with respect to the subject matter of this
Agreement except as provided in this Agreement.

         16.      Inurement; Assignment

         The rights and obligations of Employer under this Agreement shall
inure to the benefit of and shall be binding upon any successor of Employer or
to the business of Employer, subject to the provisions hereof. Employer may
assign this Agreement to any person, firm or corporation controlling,
controlled by, or under common control with Employer. Neither this Agreement
nor any rights or obligations of Employee hereunder shall be transferable or
assignable by Employee.

         17.      Amendment

         This Agreement may not be amended in any respect except by an
instrument in writing signed by the parties hereto.

         18.      Headings

         The headings in this Agreement are solely for convenience of
reference and shall be given no effect in the construction or interpretation
of this Agreement.

                                     -8-
<PAGE>

         19.      Counterparts

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

         20.      Governing Law

         This Agreement shall be governed by, construed and enforced in
accordance with the internal laws of the State of New York, without giving
reference to principles of conflict of laws.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.

                                     EMPLOYEE:

                                     /s/ Robert Burlinson
                                     ------------------------------
                                     Robert Burlinson

                                     EMPLOYER:

                                     CARIBINER INTERNATIONAL, INC.

                                     By: /s/ Raymond S. Ingleby
                                       ------------------------------
                                        Raymond S. Ingleby
                                        Chairman and Chief Executive Officer