Exhibit 10.1
                     SEVERANCE AGREEMENT AND GENERAL RELEASE

         THIS  SEVERANCE  AGREEMENT  AND GENERAL  RELEASE (the  "Agreement")  is
hereby  entered  into on the 20th  day of June,  2002,  by and  between  MICHAEL
ZWEBNER ("Zwebner") and TALK VISUAL  CORPORATION,  a Delaware  corporation,  for
itself and on behalf of its agents, officers, directors, affiliates,  employees,
former employees, successors and assigns (collectively, the "Company").

                                    RECITALS

         WHEREAS,  Zwebner and the Company have mutually  agreed to no longer be
affiliated  (except for Zwebner  being a shareholder  and warrant  holder of the
Company) effective as of the Separation Date, as defined herein;

         WHEREAS,  Zwebner  and the  Company  desire to settle and  resolve  all
outstanding  issues and  potential  disputes  which have  arisen or could  arise
between  them,  including  but not  limited to,  disputes  that may arise out of
Zwebner's  relationships  with the  Company,  and any  claims  Zwebner  may have
against  the  Company,  or its  employees  or  agents,  under  federal  or state
statutory or common law and any  contract or agreement or other right,  interest
or title; and

         WHEREAS,  during his  affiliation  with the Company,  Zwebner  borrowed
funds from the Company  individually  (the "Zwebner Loan") and through Hard Disc
Cafe,  Inc.,  a  corporation  controlled  by  Zwebner  (the "Hard Disc Loan" and
collectively with the Zwebner Loan, the "Loans").

         NOW,  THEREFORE,  in consideration  of mutual  promises,  covenants and
releases  contained  within  this  Agreement  and for  other  good and  valuable
consideration,  the receipt of which is hereby acknowledged,  the parties hereto
agree as follows:

                         AGREEMENT

         1.  Recitals.  All of the  foregoing  Recitals are true and correct and
hereby incorporated into this Agreement.

         2.  Termination.  The parties  acknowledge  that  Zwebner's  consulting
agreement with the Company (through Overseas  Communications  Limited, a foreign
corporation,  in which  Zwebner is a principal  shareholder  and a director)  is
hereby  terminated  as of the date  hereof (the  "Separation  Date") and that no
accrued  amounts or benefits are owed to Zwebner  thereon.  The parties  further
acknowledge  that  Zwebner  is  deemed to have  resigned  from all  officer  and
director positions with the Company (including, without limitation, the position
of Chairman of the Board of Directors  and any position on any  committee of the
Board  of  Directors  of the  Company)  and  such  positions  with  any  and all
subsidiaries and corporate affiliates of the Company.

                                       1
<PAGE>

         3. Repayment of the Loans;  Forgiveness of Outstanding Rental Payments.
The  parties  acknowledge  that the  current  amounts due under the Loans are as
follows:  (i)  $93,093.86  (without  interest)  under the Zwebner Loan; and (ii)
$152,114.91  (including  applicable  accrued interest) under the Hard Disc Loan.
Upon the execution of this  Agreement,  Zwebner shall execute and deliver to the
Company  a  promissory  note,  in the  form  of  Exhibit  "A"  attached  hereto,
evidencing  his  obligations  with  respect to the Zwebner  Loan.  In  addition,
Zwebner shall cause Hard Disc Cafe, Inc. to execute and deliver to the Company a
promissory  note,  in the form of Exhibit "B" attached  hereto,  evidencing  its
obligations with respect to the Hard Disc Loan (collectively, the "Notes").

         The parties  further  acknowledge  that Hard Disc Cafe,  Inc.  owes the
Company  approximately  $81,709.54 in rental payments  relating to the Company's
Sacramento,  CA facility (the "Outstanding Rent"). As partial  consideration for
the  execution  of this  Agreement by Zwebner and the joinder by Hard Disc Cafe,
Inc., the Company  hereby  forgives the entire amount of the  Outstanding  Rent;
provided,  however, that Hard Disc Cafe, Inc. shall have vacated the Sacramento,
CA facility as of the execution of this Agreement.

         4. Issuance of Shares and Warrants to Zwebner.  Within 5 days following
the full and timely  payment of all  amounts  due under the Loans,  the  Company
shall issue to Zwebner  4,000,000 shares of the common stock of the Company (the
"Shares"). In addition, upon the execution of this Agreement,  the Company shall
grant to Zwebner warrants to purchase  2,5000,000  shares of the common stock of
the Company (the "Warrants").  The Shares, when issued,  shall be fully paid and
non-assessable  and  shall be  deemed  "restricted  securities"  as such term is
defined in Rule  144(a)(3)  promulgated  under the  Securities  Act of 1933,  as
amended.  The Warrants shall be in the form of Exhibit "C" attached hereto.  The
Warrants shall be exercisable for a period of one year commencing on the date of
the grant of the Warrants. The per share exercise price of the Warrants shall be
$0.025.  Any shares of common  stock of the Company  issued  under the  document
representing  the Warrants  shall be issued in the name of and held in escrow by
Adorno & Yoss,  P.A.  (the  "Escrow  Agent"),  and  pledged  to the  Company  in
accordance  with  Section 3 of the  Warrant  document  to secure the payment and
performance of the obligations of Zwebner under the Notes.

         The parties  acknowledge  that in the event that any of the amounts due
under  the  Notes  are not paid on a timely  basis  and in  accordance  with the
respective terms thereof, then the Company shall have no obligation to issue any
of the Shares to Zwebner  hereunder and Zwebner's  rights to receive such Shares
and exercise the Warrants shall immediately  expire;  provided,  however, to the
extent  that  Zwebner  has paid (or caused to be paid) to the Company any amount
due under the Notes at or prior to the maturity date indicated therein, then the
Company  shall  issue for the  benefit  of Zwebner  that pro rata  amount of the
Shares  proportional  to the amount that the aggregate  principal  amount of the
Notes have been  reduced;  provided,  further,  that any such  payments  will be
applied first to accrued interest and other  applicable  charges with respect to
such obligations, and then applied to principal under the Notes.

                                       2
<PAGE>

         Any such Shares  issued  pursuant to the preceding  paragraph  shall be
issued in the name of the Escrow  Agent (for the benefit of Zwebner) and pledged
to the Company to secure the  payment  and  performance  of the  obligations  of
Zwebner under the Notes.  In the event of default  under the Notes,  the Company
may  exercise  all rights and  remedies of a secured  party with  respect to the
Shares as may be available under the Uniform Commercial Code as in effect in the
State of Florida.  Upon  satisfaction of all of the obligations  under the Notes
(and provided  there are no defaults  thereunder),  the Company shall deliver to
Zwebner the stock certificates representing the Shares and any and all rights of
the Company in such shares shall be terminated.

         5.  Termination of Participation and Entitlement.  Zwebner acknowledges
that upon the Separation Date,  Zwebner has been paid all amounts due to Zwebner
and that except as  otherwise  provided in Section 4, above,  the Company is not
and shall not be obligated to pay any additional  money,  amounts or benefits to
Zwebner.  Effective with the close of business on the Separation Date, Zwebner's
participation in and entitlement to any and all other payments and benefits from
the Company shall cease,  excluding  those that Zwebner was entitled to prior to
the Separation Date.

         6.  Release by Zwebner.  Zwebner,  on behalf of himself and his agents,
heirs,  executors,  administrators,  successors,  representatives  and  assigns,
hereby  fully and finally  releases  and forever  discharges  the  Company,  its
parents,  subsidiaries,  affiliates and any other entity under common control or
ownership  with  the  Company,  including  each of  their  respective  officers,
directors, shareholders,  partners, joint venturers, members, agents, attorneys,
employees,  representatives,  successors  and assigns  (collectively,  "Released
Parties"),  from any and all  claims,  known or  unknown,  based upon any act or
omission by any of the Released  Parties  occurring  prior to and  including the
date of this  Agreement,  including but not limited to any claims arising out of
or in connection with Zwebner's  affiliation and/or the termination of Zwebner's
affiliation  with  the  Company,  and any  claims  of  discrimination,  wrongful
discharge,  breach of contract,  tort and any other personal injury claims,  and
any  claims  that the  Company  violated  any law and any claim  for  additional
benefits,   and  specifically  including  any  rights  and  claims  relating  to
defamation,  workers'  compensation,  fraud,  misrepresentation,  intentional or
negligent  infliction  of emotional  distress,  breach,  of any covenant of good
faith and fair dealing,  negligence,  commission,  vacation  pay,  overtime pay,
termination or severance pay, the proceeds of any insurance or disability plans,
or any other  fringe  benefits of any kind  whatsoever.  Zwebner  covenants  and
agrees that, to the maximum extent  permitted by applicable law, he will not sue
or file or institute or maintain any lawsuit,  grievance or arbitration  against
any of the  Released  Parties  with  respect to any of the  claims,  matters and
issues covered by this release, under Title VII of the Civil Rights Act of 1964,
the Civil Rights Act of 1991,  the Americans  with  Disabilities  Act and/or any
other  regulation,  under the common law of any province or state,  or under any
contract  or any other  theory of relief.  Further,  in any  legally  authorized
action, Zwebner waives the right to any form of recovery,  compensation or other
remedy or relief of any kind.  In the event that  Zwebner  violates  any part of
this  paragraph,  the Company shall be entitled to recover damages from Zwebner,
including but not limited to attorneys'  fees and the costs of defending  such a
suit or claim.

                                       3
<PAGE>

         This release does not apply to any default under this  Agreement or any
action to enforce this Agreement.

         7.  Release by the Company.  The  Company,  on behalf of itself and its
parents,  subsidiaries,  affiliates and any other entity under common control or
ownership  with  the  Company,  including  each of  their  respective  officers,
directors, shareholders,  partners, joint venturers, members, agents, attorneys,
employees,  representatives,  successors  and assigns,  hereby fully and finally
releases  and  forever  discharges  Zwebner and his  agents,  heirs,  executors,
administrators,    successors,    attorneys,    representatives    and   assigns
(collectively,  "Released Parties"),  from any and all claims, known or unknown,
based upon any act or omission by any of the Released Parties occurring prior to
and  including  the date of this  Agreement,  including  but not  limited to any
claims  arising  out of or in  connection  with  Zwebner's  affiliation  (either
individually  or through the consulting  agreement with Overseas  Communications
Limited) and/or the termination of Zwebner's  affiliation with the Company,  and
any claims of discrimination,  wrongful discharge,  breach of contract, tort and
any other personal injury claims,  and any claims that Zwebner  violated any law
and any claim for additional benefits, and specifically including any rights and
claims relating to defamation,  workers' compensation,  intentional or negligent
infliction of emotional distress, breach, of any covenant of good faith and fair
dealing,  negligence,  commission,  vacation pay,  overtime pay,  termination or
severance pay, the proceeds of any insurance of disability  plans,  or any other
fringe  benefits of any kind  whatsoever.  Notwithstanding  the  foregoing,  the
Company  shall  not  release  any  of  the  Released  Parties  for  any  claims,
liabilities,  damages or losses  arising from any of the  following:  (i) fraud,
embezzlement,  misappropriation  of  funds  or  breach  of  trust  by any of the
Released Parties,  or (ii) willful  misconduct or gross negligence by any of the
Released Parties in connection with the affiliation of the Released Parties with
the  Company.  The Company  covenants  and agrees  that,  to the maximum  extent
permitted  by  applicable  law, the Company will not sue or file or institute or
maintain  any  lawsuit,  grievance  or  arbitration  against any of the Released
Parties  with respect to any of the claims,  matters and issues  covered by this
release,  under Title VII of the Civil Rights Act of 1964,  the Civil Rights Act
of 1991, the Americans with Disabilities Act and/or any other regulation,  under
the common law of any  province  or state,  or under any  contract  or any other
theory of relief.  Further, in any legally authorized action, the Company waives
the right to any form of recovery, compensation or other remedy or relief of any
kind. In the event that the Company violates any part of this paragraph, Zwebner
shall be entitled to recover damages from the Company, including but not limited
to attorneys' fees and the costs of defending such a suit or claim.

         This release does not apply to any default under this  Agreement or any
action to enforce this Agreement.

         8.  Confidentiality  of  Agreement.  Zwebner and the  Company  (and its
officers  and  directors)  agree not to disclose  the terms or existence of this
Agreement  or  anything  relating  to his  affiliation  with the  Company to any
employee,  prospective  employee,  customer,  prospective customer, or vendor or
other  business  partner of the Company or its  subsidiaries,  any other  person
doing business with the Company or its subsidiaries, any member of the media, or
to any  attorney  or other  representative  of the  foregoing,  except as may be
required in response to lawful process of any judicial authority,  and except as
may be necessary in the pursuit of subsequent employment.

         9. Return of Company Property.  Zwebner shall immediately return to the
Company  any and all items of Company  property,  including,  but not limited to
computers,  credit cards, keys, ID cards,  calculators,  computer passwords, and
"Confidential Information" (as described below).

                                       4
<PAGE>

         10. Confidential Information.  As of the Separation Date, Zwebner shall
have returned to the Company all documents,  letters, notes, programs, software,
media, photographs, lists, manuals, records, notebooks, and similar repositories
of or containing  "Confidential  Information"  (as  described in this  Section),
including all copies thereof, whether prepared by Zwebner or others, that are in
Zwebner's   possession.   Zwebner  will  not,   directly  or  indirectly,   use,
disseminate,   disclose,  lecture  upon,  or  publish  articles  concerning  any
Confidential  Information,  unless  specifically  authorized  in  writing  by an
authorized officer of the Company. The term "Confidential Information" means all
of the valuable,  confidential, and proprietary business, financial,  technical,
economic, sales, and/or other types of proprietary business information relating
to the Company  (including all trade secrets),  in whatever form,  whether oral,
written,  or  electronic,  to which Zwebner has, or is given (or has had or been
given),   access  as  a  result  of  his  affiliation  with  the  Company.  Such
Confidential  Information includes,  without limitation,  non-public information
regarding the Company's products,  equipment,  processes,  systems,  programs or
services, including information relating to research,  development,  inventions,
manufacturing,   purchasing,  accounting,  marketing,  merchandising,   selling,
financial  affairs,   plans,  pricing,   clients,   customer  lists,  personnel,
operations  or  business  activities.  This  restriction  shall not apply to any
Confidential  Information that (i) becomes known generally to the public through
no fault of the Zwebner;  (ii) is required by applicable law, legal process,  or
any order or mandate of a court or other governmental authority to be disclosed;
or (iii) is  reasonably  believed  by  Zwebner,  based  upon the advice of legal
counsel,  to be required to be  disclosed in defense of a lawsuit or other legal
or administrative action brought against Zwebner;  provided, that in the case of
clauses (ii) or (iii) above,  Zwebner shall give the Company  reasonable advance
written notice of the Confidential  Information intended to be disclosed and the
reasons and  circumstances  surrounding such disclosure,  in order to permit the
Company to seek a protective order or other appropriate request for confidential
treatment of the applicable Confidential Information.

         11.  Non-Disparagement.  As a  material  inducement  to enter into this
Agreement,  each of the parties  agrees that each will at all times refrain from
taking any action or making any  statements  which may injure or  disparage  the
goodwill or  reputation  of the other  within the  business  community or to the
public at large, and, in the case of the Company, their respective shareholders,
customers,  officers, directors,  attorneys,  employees,  subsidiaries,  related
entities, successors and assigns.

         12.  Enforcement of Agreement.  Zwebner recognizes that a breach of any
of the  provisions  of  Sections  8, 9, 10 or 11 of this  Agreement  would cause
irreparable  damage  to the  Company's  business  and that such  damage  will be
difficult or impossible to measure.  Therefore, in the event of a violation or a
threatened violation by Zwebner of the terms of this Agreement,  which violation
or threatened  violation has been proven by a preponderance of the evidence in a
court of competent jurisdiction, Zwebner hereby acknowledges and agrees that the
Company will have the right,  in addition to all other remedies  available to it
at law or in equity,  to affirmative or negative  injunctive relief from a court
of competent  jurisdiction (i) restraining Zwebner from disclosing,  in whole or
in  part,  any  Confidential  Information  to  any  person,  firm,  corporation,
partnership,  association or other entity to whom or to which such  Confidential
Information is threatened to be disclosed;  and/or (ii) restraining Zwebner from
any  continued  or  threatened  violation  of the  covenants  contained  in this
Agreement. Under no circumstances will the Company be entitled to enjoin Zwebner
or terminate  any of Zwebner's  benefits  without  proof in a court of competent
jurisdiction,  by a preponderance of the evidence,  that Zwebner has violated or
has threatened to violate the terms of this  Agreement.  Zwebner agrees to entry
of an appropriate  protective order to ensure  confidentiality  of all documents
and any other relevant evidence.

                                       5
<PAGE>

         13.  Notices.  All  notices,  offers,  acceptances,  requests and other
communications  under or  pursuant  to the terms of this  Agreement  shall be in
writing  and shall be deemed to have been given  when  personally  delivered  or
deposited in the United States mail,  certified or registered mail, with postage
prepaid, or sent by facsimile or recognized  overnight courier service addressed
as follows:

                  If to the Company:            Talk Visual Corporation
                                                3550 Biscayne Boulevard
                                                Suite 706
                                                Miami, Florida 33137
                                                Facsimile: (305) 572-0576
                                                Attention: Michael Rollins

                  If to Zwebner:                Michael Zwebner
                                                The Jockey Club 3, Apt. 1058
                                                11111 Biscayne Boulevard
                                                Miami  Florida  33181
                                                Facsimile: (305) 893-6759

         Any party may change his or its address set forth in this  Section,  by
written notification.

         14.  Governing Law. This  Agreement  shall be governed by and construed
and enforced in accordance with the laws of the State of Florida.

         15. Amendment. This Agreement may be amended only by a written document
signed by Zwebner and an executive officer of the Company.

         16.  Right to  Consult  with  Counsel.  Zwebner  acknowledges  that the
Company  informed Zwebner that Zwebner has the right to consult with an attorney
before signing this Agreement,  and that this Section shall  constitute  written
notice to Zwebner of such right to be advised by legal counsel.

         17.  Entire  Agreement.  This  Agreement  (along  with all  attachments
hereto)  constitutes  the entire  agreement of the parties hereto and supersedes
all prior agreements, understandings, negotiations and discussions, both written
and oral,  between the parties  hereto with respect to the subject matter hereof
and is not  intended  to confer  upon any other  person any  rights or  remedies
hereunder except as expressly  provided herein. The parties have not relied upon
any   promises,   representations,    warranties,   agreements,   covenants   or
undertakings, other than those set forth or referred to herein.

         18. Severability.  The language of all parts of this Agreement shall in
all cases be construed as a whole,  according to its fair meaning.  However,  in
the event that a court of competent  jurisdiction  deems any provision hereof to
be  unreasonable,  void or  unenforceable,  such  provision(s) of this Agreement
declared  void,  unreasonable  or  unenforceable  shall be deemed revised to the
minimum  amount  necessary  in order to be valid  and  enforceable,  and if such
provision(s)  cannot be so revised,  such  provision(s)  shall be deemed severed
from the remainder of the Agreement,  which shall continue in all other respects
to be valid and enforceable.

                                       6
<PAGE>

         19.  Acknowledgments.  Zwebner  declares  that  Zwebner  has  read  and
understands  all the  terms  of  this  Agreement;  that  Zwebner  has had  ample
opportunity  to review it with  Zwebner's  attorney  before  signing it; that no
promise,  inducement, or agreement has been made except as expressly provided in
this Agreement;  that it contains the entire Agreement between the parties;  and
that  Zwebner  enters into this  Agreement  fully,  voluntarily,  knowingly  and
without coercion.

         20.  Successors and Assigns.  This Agreement  shall be binding upon the
heirs, executors, administrators, successors and assigns of all parties.

         21.  Waiver.  Any  failure  by  a  party  hereto  to  comply  with  any
obligation,  agreement or condition  herein may be  expressly  waived,  but such
waiver or  failure  to  insist  upon  strict  compliance  with such  obligation,
agreement  or  condition  shall not  operate  as a waiver of, or  estoppel  with
respect to, any subsequent or other failure.

         22.  Construction.   The  parties  have  participated  jointly  in  the
negotiation  and  drafting  of this  Agreement.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof shall
arise  favoring or  disfavoring  any party by virtue of the authorship of any of
the provisions of this Agreement.  Any reference to any federal, state, local or
foreign  statute  or law  shall  be  deemed  also  to  refer  to all  rules  and
regulations promulgated thereunder,  unless the context requires otherwise.  The
specifications  of any dollar amount in the  representations  and  warranties or
otherwise  in this  Agreement  is not  intended and shall not be deemed to be an
admission or  acknowledgment  of the  materiality of such amounts or items,  nor
shall the same be used in any  dispute or  controversy  between  the  parties to
determine  whether any  obligation,  item or matter  (whether  or not  described
herein or included in any  schedule)  is or is not material for purposes of this
Agreement.

         23.  Counterparts.  This  Agreement  may  be  signed  in  one  or  more
counterparts,  each of which when so executed  shall be deemed an  original  and
together shall constitute one and the same instrument.

         24.  Variations  in Pronouns.  All pronouns and any  variation  thereof
shall be deemed to refer to the  masculine,  feminine  or  neuter,  singular  or
plural,  as the  identity of the  antecedent  persons or entity or entities  may
require.

         25.  Further  Documentation.  The parties shall execute and deliver any
other  instruments or documents and take any further actions after the execution
of this Agreement,  which may be reasonably  required for the  implementation of
this Agreement and the transactions contemplated hereby.



                      [Signatures Begin on Following Page]


                                       7
<PAGE>



         IN WITNESS  WHEREOF,  the undersigned  have executed and delivered this
Severance  Agreement  and  General  Release as of the day and year  first  above
written.


                             TALK VISUAL CORPORATION


                          By:
                                  ---------------------------------------------
                          Name:
                                  ---------------------------------------------
                          Title:
                                  ---------------------------------------------








                                       8
<PAGE>
<PAGE>


                             JOINDER AND ACCEPTANCE

         The undersigned,  intending to be legally bound, and understanding that
Michael  Zwebner and Talk Visual  Corporation  have  entered  into that  certain
Severance   Agreement  and  General   Release  dated  as  of  date  hereof  (the
"Agreement"),  covenants  that it shall be bound  by the  terms  and  conditions
contained in Sections 3 and 4 of the Agreement.

         The undersigned has executed this Joinder and Acceptance as of the ____
day of ___________, 2002.


                              HARD DISC CAFE, INC.



                         By:
                                 ----------------------------------------------
                         Name:
                                 ----------------------------------------------
                         Title:
                                 ----------------------------------------------

                                          Michael Zwebner



                                       9
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