EMPLOYMENT AGREEMENT


     This Employment Agreement ("Agreement") by and between COMPU-DAWN,  INC., a
Delaware  corporation  ("Compu-DAWN")  and  e.  TV  Commerce  Inc.,  a  Delaware
Corporation ("e.TV, and together with Compu-DAWN, the "Company") with offices at
77 Spruce Street,  Cedarhurst,  New York 11516,  and R.E. Turner IV, residing at
the  address set forth in Section  3.1  ("Executive")  is made and entered as of
January 8, 1999, ("Effective Date").


                                    RECITALS


     WHEREAS the Company  wishes to employ the  Executive,  and the Executive is
willing to accept such  employment for the Company upon the terms and conditions
hereafter set forth.

     NOW  THEREFORE,  in  consideration  of the premises  and of the  respective
covenants and agreements contained herein, the parties hereto agree as follows:

     1.1 Engagement. The Company hereby employs the Executive as Chairman of the
Board of Compu-DAWN and as a member of the Company's  strategic  management team
upon the terms and  conditions  set forth in this  Agreement.  If elected to the
Board of Directors of Compu-DAWN  and e.TV, the Executive will also serve on the
Board of Directors of Compu-DAWN  and e.TV,  subject to the terms and conditions
set forth in this Agreement.

     1.2 Duties of Executive.  As a member of the Company's strategic management
team,  the  Executive  will  generally  promote  the  interest of the Company in
accordance  with the parameters  set forth herein,  and  participate  with other
management  executives  of the  Company to analyze  and  develop  the  Company's
business plans and strategies,  including the  determination of the products and
services to be offered by the Company.  As Chairman of the Board of  Compu-DAWN,
the Executive may call, and will preside at,  meetings of the Board of Directors
in accordance  with the Bylaws of  Compu-DAWN.  The Executive  will make himself
reasonably  available  to act as the  Company's  spokesperson  to the  Company's
independent  representative  sales force, the Company's investors and the public
at large, in each case in such manner as shall be appropriate under the relevant
circumstances.

     The Executive shall have the right not to participate or be quoted in press
releases,  public statements and comments (jointly and collectively  referred to
as "Public Communications") which are materially inaccurate or misleading under,
or do not comply with,  applicable state and federal  securities laws including,
but not limited to, the Private  Securities  Litigation Reform Act of 1995 (with
respect to shareholders,  lenders or investors) and applicable state and federal
laws and  regulations  with  respect  to the  sales of  business  opportunities,
multi-level  marketing and similar laws and  regulations,  and/or he has not had
the opportunity to consult with the Company's legal counsel which is experienced
in federal and state securities laws and regulations, with respect to the

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preparation  and  legal  review  of  the  Public  Communication.  The  foregoing
notwithstanding,  the  Executive  may not invoke any  failure  or  inability  to
consult with counsel as a reason not to participate,  or be quoted,  in a Public
Communication if he has not initiated  contact with such counsel's office within
24 hours  after the  Company  requests  that he make,  or be quoted in, a public
communication.

     In  addition  to and not by  limitation  of all  rights to be  indemnified,
defended and held harmless pursuant to the Company's indemnification obligations
under the Company's rules,  policies,  Bylaws and director and officer liability
insurance coverage,  the Company shall indemnify,  defend and hold the Executive
harmless  from  any  and  all  claims  and   liabilities   arising  from  Public
Communications,  whether or not made by him,  unless made  recklessly  or in bad
faith, in connection with his carrying out his responsibilities hereunder.

     Notwithstanding  any  provision  of this  Agreement  to the  contrary,  the
Executive's  rights  and  legal  or  fiduciary  duties  to the  Company  and its
shareholders as a member of the Company's Board of Directors,  under  applicable
laws and the Articles and Bylaws of the Company,  shall take precedence over any
other duty or responsibility  which may otherwise be deemed expressed or implied
under this  Agreement,  and no action or omission by the Executive in exercising
such rights or carrying  our such legal or fiduciary  duties shall  constitute a
default under this Agreement.

     In connection  with his duties  hereunder  the Executive  agrees to devote,
best efforts, abilities, knowledge and experience to the faithful performance of
the duties, responsibilities, and authorities within the scope of the parameters
stated above.  Notwithstanding the preceding,  the Executive shall not engage in
any activity or perform  services  for any other entity which shall  prevent the
Executive from fulfilling his obligations to the Company hereunder.  The Company
acknowledges  that the  Executive  has duties,  responsibilities  and  interests
outside the scope of this Employment Agreement, and except as otherwise provided
herein,  the  Executive  is  not  restricted  in  pursuing  such  other  duties,
responsibilities and interests.

     1.3 Term.  This Agreement  shall become  effective as of the Effective Date
and shall  continue in force and effect until  December 31, 2001,  unless sooner
terminated as provided in Section 1.6 hereof. This Agreement shall automatically
renew for additional one (1) year periods unless either party has given at least
sixty (60) days prior written notice of their intention not to renew.

     1.4 Compensation.  The Company (either by Compu-DAWN or e.TV) shall pay the
Executive, as full compensation for services rendered by the Executive under the
Agreement, as follows:

          (a) Base Salary.  The Company shall pay the Executive a base salary of
     TWO HUNDRED EIGHT THOUSAND DOLLARS  ($208,000.00)  per year, or such higher
     salary as may be determined from time to time during the term hereof either
     in accordance with the provisions of

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     Section  1.4(b)  hereof or by the Board of Directors of  Compu-DAWN  in its
     sole discretion,  prorated for any partial period of employment ("Salary").
     Such Salary shall be paid by the Company  (either by Compu-DAWN or e.TV) to
     the Executive in twenty-six (26) equal  installments in accordance with the
     regular payroll payment dates of the Company or in such installments and on
     such days during the month as the Company and the Executive  shall mutually
     determine.  In the event this agreement renews automatically as provided in
     paragraph  1.2 hereof  increases  in base  salary  will be a minimum of the
     cumulative  annual  average  increase  for the prior  year as stated in the
     consumer  price  index  all  urban  consumers  Jacksonville,  Florida  Area
     publicized by the U.S. Department of Commerce.  If such index is terminated
     or no longer in existence use of a comparable index will be accepted.

          (b) Bonus.  In  addition  to the  Salary  set forth in Section  1.4(a)
     hereof,  the  Executive  shall be entitled to receive a sales and marketing
     bonus  (the  "Bonus")  to be  determined  by the  mutual  agreement  of the
     Compu-DAWN  and the Executive  which,  among other  things,  will allow the
     Executive  to  earn  such a  Bonus  of up to  fifty  percent  (50%)  of the
     Executive's Salary each year, based on certain performance thresholds.  The
     Company  and  the  Executive  shall  use  best  efforts  to  determine  and
     memorialize the terms of the Bonus within thirty (30) days hereof.

     1.5 Employment Benefits. In addition to the Salary and the Bonus payable to
the  Executive  hereunder,  the  Executive  shall be entitled  to the  following
benefits  upon  satisfaction  by the Executive of the  eligibility  requirements
therefor, subject to the following limitations:

          (a)  Sick  Leave  Benefits  and  Disability  Insurance.   Unless  this
     Agreement is terminated pursuant to the provisions of Section 1.6(b) hereof
     and provided  that  Executive  has been employed on a full time basis for a
     minimum  of three  (3)  months,  the  Executive  shall be paid  sick  leave
     benefits  for a period  of up to three (3)  months  at his then  prevailing
     Salary rate during his absence due to illness or other incapacity,  reduced
     by  the  amount,  if  any,  of  worker's   compensation,   social  security
     entitlement,  or disability  benefits,  if any,  under the Company's  group
     disability insurance plan, if any.

          (b) Life Insurance;" Key Man" Life Insurance.  The Company, at its own
     expense, shall provide the Executive,  subject to the Executive passing any
     physical  examination  required by the Company's  insurance  company,  life
     insurance  benefits under and consistent with any group term life insurance
     plan which Compu-DAWN,  at its election, may adopt. Any such life insurance
     coverage shall be upon terms and conditions  comparable to the coverage, if
     any,  provided  other  executive  officers  of the  Company,  and  provided
     further,  however,  that the  Company  shall  not be  obligated  to incur a
     premium of more than $1,000 per year for any such  coverage.  In  addition,
     the  Company  may  obtain  "key  man" life  insurance  upon the life of the
     Executive in an amount determined by Compu-DAWN in its sole discretion. The
     Executive shall fully cooperate in obtaining said life insurance, including
     submitting  to  any  physical  examination.   With  respect  to  such  life
     insurance,  the  Executive  shall be treated by the Company no  differently
     than Mark Honigsfeld.


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          (c) Hospitalization, Accident, Major Medical and Dental Insurance. The
     Company,  at  its  own  expense,  shall  provide  the  Executive  (and  all
     dependents  of the  Executive at the request of the  Executive)  with group
     hospitalization,  group accident,  major medical,  and dental  insurance in
     amounts of coverage  comparable to the  coverage,  if any,  provided  other
     executive officers of the Company.

          (d) Intentionally Left Blank.

          (e) Working Facilities; Travel. During the term of this Agreement, the
     Company shall  provide at its expense,  adequate  office space,  furniture,
     equipment,  supplies,  and  personnel  (including  professional,  clerical,
     support  and other  personnel)  as shall be  suitable in the opinion of the
     Chief  Executive  Officer of the Company to the  Executive's  position  and
     adequate   for  the   Executive's   use  in   performing   his  duties  and
     responsibilities  under this  Agreement.  The  Executive  shall be based at
     e.TV's office at 12775 Gran Bay Parkway West,  Building 200,  Jacksonville,
     Florida or any successor  office in the  Jacksonville  Florida area, and he
     shall be required to travel to the Company's  offices at 77 Spruce  Street,
     Cedarhurst,  New York and to meet with  customers  and attend  conferences,
     conventions  and the like  from  time to time in order for him to carry out
     his duties hereunder.

          (f)  Automobile  Allowance.  During  the term of this  Agreement,  the
     Company shall provide the Executive with a monthly automobile  allowance of
     one thousand dollars ($1,000).  Any allowance due the Executive pursuant to
     the  preceding  provisions of this  paragraph  shall be paid by the Company
     concurrently with payroll.

          (g) Upon  signing  this  Agreement in  connection  with the  Executive
     becoming Chairman of the Board of Compu-DAWN and a Director of the Company,
     Compu-DAWN  shall grant to the Executive  common Stock purchase  options to
     purchase the number of shares of common stock of Compu-DAWN  upon the terms
     and conditions set forth in the stock option  agreement  attached hereto as
     Exhibit 1.5(g).

     1.6 Termination.  This Agreement and the Executive's  employment  hereunder
may be  terminated  without any breach of this  Agreement at any time during the
term hereof only by reason of and in accordance with the following provisions:

          (a) Death. If the Executive dies during the term of this Agreement and
     while in the employ of the  Company,  this  Agreement  shall  automatically
     terminate as of the date of the  Executive's  death,  and the Company shall
     have no further  liability  hereunder to the Executive or his estate except
     to the extent set forth in Section 1.7(a) hereof.

          (b) Disability.  If, during the term of this Agreement,  the Executive
     shall be  prevented  from  performing  his  duties  hereunder  by reason of
     becoming totally disabled as hereinafter  defined for six (6) months out of
     twelve (12) month  period,  then the Company may terminate  this  Agreement
     immediately upon written notice to the Executive

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     without any further  liability  hereunder  to the  Executive  except as set
     forth in  Section  1.7(b)  hereof.  For  purposes  of this  Agreement,  the
     Executive  shall be  deemed  to have  become  disabled  when (i) he  either
     receives  "disability  benefits"  under  (a)  Social  Security,  or (b) the
     Companys  disability  plan,  if  any  (whether  funded  with  insurance  or
     self-funded by the Company), or (ii) the Board of Directors of the Company,
     upon  the  written  report  of  a  qualified   physician   (after  complete
     examination  of the  Executive)  designated  by the Board of  Directors  of
     Compu-DAWN or its insurers,  shall have  determined  that the Executive has
     become physically and/or mentally  incapable of performing his duties under
     this Agreement.

          (c)  Termination by the Company for Cause.  Prior to the expiration of
     the term of this  Agreement,  the Company may  discharge  the Executive for
     cause and terminate this Agreement  immediately  upon written notice to the
     Executive without any further  liability  hereunder to the Executive or his
     estate,  except to the  extent  set forth in  Section  1.7(c)  hereof.  For
     purposes of this Agreement,  a "discharge for cause" shall mean termination
     of the Executive upon written notice to the Executive limited,  however, to
     one or more of the following reasons:

               (1)   Misappropriation   or  embezzlement  by  the  Executive  in
          connection with the Company as determined by the affirmative unanimous
          vote of the Board of Directors of Compu-DAWN other than the Executive;

               (2) Gross  mismanagement  or willful  neglect of the  Executive's
          duties as determined by the affirmative unanimous vote of the Board of
          Directors of Compu-DAWN (other than the Executive) after notice to the
          Executive  of the  particular  details  thereof and a period of thirty
          (30)  days  thereafter  within  which  to  cure  such  act or  acts of
          mismanagement  or neglect,  and the failure of the  Executive  to cure
          such act or acts within such thirty (30) day period;

               (3) Indictment and conviction of a felony; or

               (4)  Willful and  unauthorized  disclosure  of Trade  Secrets (as
          defined in Section  1.8 hereof) of the  Company as  determined  by the
          affirmative  unanimous  vote of the Board of Directors of the Company,
          other than the Executives.

          (d) Termination by the Company with Notice.  The Company may terminate
     this Agreement,  for a reason other than as set forth in subparagraphs (a),
     (b),  (c) or (f) of this Section 1.6 at any time  immediately  upon written
     notice to the  Executive  without any further  liability  hereunder  to the
     Executive except to the extent set forth in Section 1.7(d) hereof.

          (e)  Termination  by the Executive for Good Reason.  The Executive may
     terminate  this  Agreement  at any  time for Good  Reason  (as  hereinafter
     defined)

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     in which event the Company shall have no further liability hereunder to the
     Executive  except to the  extent set forth in Section  1.7(e)  hereof.  For
     purposes of this Agreement,  the term "Good Reason" shall mean, without the
     Executive's  express written  consent,  the occurrence of any the following
     circumstances (which changes shall constitute a "Change"):

               (1) The assignment to the Executive of any duties inconsistent in
          any material  respect  (unless in the nature of a promotion)  with the
          Executive's  position in the Company  immediately prior to such Change
          (including,  but not limited to, the Executive's  status,  offices and
          titles),  or a  significant  adverse  alteration  or diminution in the
          nature   or   status   of  the   Executive's   authority,   duties  or
          responsibilities  from  those  in  effect  immediately  prior  to such
          Change,  other than an isolated,  insubstantial and inadvertent action
          that is fully  corrected  within  thirty  (30) days  after  receipt of
          written notice from the Executive;

               (2) Any material failure by the Company to comply with any of the
          provisions  of  Section  1.4 or 1.5 of this  Agreement,  other than an
          isolated, insubstantial and inadvertent action that is fully corrected
          within  thirty  (30) days after  receipt of  written  notice  from the
          Executive;

               (3) The Company's  requiring  the Executive to be based  anywhere
          other than within a  reasonable  travel  distance  from  Jacksonville,
          Florida,  except as provided in Section  1.5(e)  hereof and except for
          travel reasonably  required of the Executive in the performance of the
          Executive's duties on behalf of the Company;

               (4)  The  failure  of  the   Company  to  obtain  an   agreement,
          satisfactory  to the Executive,  from any and all successors to assume
          and agree to perform this  Agreement,  as  contemplated in Section 1.9
          hereof;

               (5) Any  failure  by the  Company  to  comply  with any  material
          provision of this Agreement that has not been cured within thirty (30)
          days  after  notice  of  such  noncompliance  has  been  given  by the
          Executive to the Company;

               (6) A "Change  in  Control"  (as that term is  defined in Section
          1.6(f) hereof) of the Company has occurred; or

               (7) If the Company  changes its business  direction such that the
          primary   focus   of  its   business   is   not  in  the   e-commerce,
          telecommunications or internet industries or the multi-level marketing
          of the  products and services of such  industries,  and the  Executive
          resigns as Chairman of the Board of Compu-DAWN or provides notice that
          he wishes to terminate this Agreement.



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               During a period of six (6) months immediately  following any such
          termination of this Agreement by the Executive,  the Executive  agrees
          to  provide  such  consulting  services  to  the  Company  as  it  may
          reasonably request, at such time or times within such period as may be
          mutually  agreed  upon  between the  Company  and the  Executive.  The
          Executive shall be compensated  for any such consulting  services at a
          daily rate equal to one thirtieth (1/30) of the monthly Salary paid to
          the  Executive  at the time of the  Executive's  resignation  from the
          Company, plus reimbursement for any reasonable  out-of-pocket expenses
          incurred by the Executive in rendering such consulting services.

          (f) Termination upon Change in Control. The Company may terminate this
     Agreement  at any time within  twelve (12) months after a Change in Control
     (as hereinafter  defined)  immediately upon written notice to the Executive
     without any further  liability  hereunder  to the  Executive  except to the
     extent set forth in Section 1.7(e) hereof.  For purposes of this Agreement,
     the terms "Change of Control" shall mean,  except in connection with, or in
     relation to, a capital raising transaction:

               (1) The transfer,  through one transaction or a series of related
          transactions,  either  directly or indirectly,  or through one or more
          intermediaries,  of beneficial  ownership  (within the meaning of Rule
          13d-3 promulgated under the Securities Exchange Act of 1934) of 25% or
          more of either  the then  outstanding  shares  of common  stock or the
          combined  voting  power  of  Compu-DAWN's   then  outstanding   voting
          securities entitled to vote generally in the election of directors, or
          the last of any series of  transfers  that  results in the transfer of
          beneficial  ownership  (within the  meaning of Rule 13d-3  promulgated
          under the  Securities  Exchange  Act of 1934) of 25% or more of either
          the then  outstanding  shares of common stock or the  combined  voting
          power of Compu-DAWN's then outstanding  voting securities  entitled to
          vote generally in the election of directors;

               (2) Approval by the  shareholders  of  Compu-DAWN  of a merger or
          consolidation, with respect to which persons who were the shareholders
          of Compu-DAWN  immediately  prior to such merger or  consolidation  do
          not, immediately thereafter,  own more than 50% of the combined voting
          power  entitled to vote  generally in the election of directors of the
          merged or consolidated  company's then outstanding  voting securities,
          or a liquidation  or  dissolution of the Company or the sale of all or
          substantially all of the assets of the Company;

               (3) The transfer,  through one transaction or a series of related
          transactions,  of more than 50% of the assets of the  Company,  or the
          last of any series of  transfers  that results in the transfer of more
          than 50% of the assets of the Company. For purposes of this paragraph,
          the  determination  of what constitutes more than 50% of the assets of
          the Company  shall be  determined  based on the most recent  financial
          statement prepared by the Company's independent accountants; or


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               (4) During any calendar year, individuals who at the beginning of
          such year  constituted the Board of Compu-DAWN and any new director or
          directors  whose  election  by the Board was  approved  by a vote of a
          majority  of the  directors  then  still in  office  who  either  were
          directors at the beginning of the year or whose election or nomination
          for  election  was  previously  so  approved,  cease for any reason to
          constitute a majority thereof provided,  however,  that this provision
          will not be triggered in the event the Executive votes or causes other
          stockholders  to  vote  their  shares  to  cause  said  change  to the
          directorship of the Company.

     1.7 Compensation upon Termination.

          (a)  Death.  In the  event the  Executive's  employment  hereunder  is
     terminated  pursuant to the provisions of Section 1.6 (a) hereof due to the
     death of the Executive, the Company shall have no further obligation to the
     Executive or his estate,  except to pay to the Executive's spouse, or if he
     leaves no spouse, to the estate of the Executive (provided,  however,  that
     the Executive,  with the written consent of the Executive's spouse, if any,
     may affirmatively designate a beneficiary other than his spouse or estate):
     (i) any  accrued,  but unpaid,  Salary,  any  authorized  but  unreimbursed
     business  expenses,  and any  vacation or sick leave  benefits,  which have
     accrued as of the date of death,  but were then unpaid or unused,  (ii) any
     accrued, but unpaid, Bonus but without accelerating the bonus payment date,
     and (iii) an amount  equal to the  difference  between (a) the full monthly
     Salary  payable  hereunder as of the date of death of the  Executive  for a
     period  consisting  of  that  number  of  months  equal  to one  (1)  month
     multiplied  by the number of full years that the  Executive was an employee
     of the Company or a subsidiary or a predecessor  in interest  thereof,  and
     (b) the  monthly  payment,  if any,  payable  to the  Executive  under  the
     Company's salary  continuation  plan, if any, for the  corresponding  month
     during the period set forth in clause  (iii)(a)  above.  Any amount due the
     Executive under clause (i) of this paragraph shall be paid in a lump sum in
     cash  within  thirty  (30) days after the death of the  Executive,  and any
     amount due the Executive  under clause (ii) of this paragraph shall be paid
     in accordance with the Discretionary Bonus Resolution;  provided,  however,
     that any unpaid Earnings Annual Bonus shall be paid to the Executive within
     thirty (30) days after the Company's audited  financial  statements for the
     fiscal year is made  available  by the  Company's  auditors  for which such
     Bonus is due.

          (b) Disability.  In the event the Executive's  employment hereunder is
     terminated  pursuant to the  provisions of Section 1.6(b) hereof due to the
     Disability  of the  Executive,  the Company shall be relieved of all of its
     obligations  under  this  Agreement,  except to pay the  Executive  (i) any
     accrued,  but unpaid Salary and any  authorized but  unreimbursed  business
     expenses,  (ii) any accrued, but unpaid, Bonus but without accelerating the
     bonus payment date, and (iii) an amount equal to the difference between (a)
     the full monthly Salary payable  hereunder as of the date of termination of
     the Executive's employment hereunder for a period consisting of that number
     of months  equal to one (1) month  multiplied  by the  number of full years
     that the  Executive  was an  employee  of the  Company or a  subsidiary  or
     predecessor  in  interest  thereof,  and  subject to a minimum of three (3)
     months (b) the monthly

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     payment,  if any,  payable  to the  Executive  under the  Company's  salary
     continuation  plan and/or  disability  plan, if any, for the  corresponding
     month during the period set forth in clause (iii)(a) above.  The provisions
     of the  preceding  sentence  shall not  affect  the  Executive's  rights to
     receive payments under the Company's disability insurance plan, if any. Any
     amount due the Executive  under clause (i) of this paragraph  shall be paid
     in a lump sum in cash within thirty (30) days after the  termination of the
     Executive's employment hereunder, any amount due the Executive under clause
     (ii) of this  paragraph  shall be paid  within  thirty  (30) days after the
     Company's  audited  financial  statements  for  the  fiscal  year  is  made
     available  by the  Company's  auditors for which such Bonus is due, and any
     amount due the Executive under clause (iii) of this paragraph shall be paid
     in accordance with the Company's  regular payroll periods during the period
     set forth in clause (iii).

          (c)  Cause.  In the  event the  Executive's  employment  hereunder  is
     terminated by the Company for Cause  pursuant to the  provisions of Section
     1.6(c)  hereof,  the  Company  shall  have  no  further  obligation  to the
     Executive under this Agreement except to pay the Executive (i) any accrued,
     but unpaid,  Salary and any authorized but unreimbursed  business expenses,
     and (ii) any accrued, but unpaid, Bonus, but without accelerating the bonus
     payment  date.  Any  amount  due the  Executive  under  clause  (i) of this
     paragraph shall be paid in a lump sum in cash within thirty (30) days after
     the termination of the Executive's employment hereunder, and any amount due
     the  Executive  under  clause (ii) of this  Paragraph  shall be paid within
     thirty (30) days after the Company's audited  financial  statements for the
     fiscal year is made  available  by the  Company's  auditors  for which such
     Bonus is due.

          (d)  Termination by the Company other than for Cause. In the event the
     Executive's  employment  hereunder is terminated by the Company pursuant to
     the provisions of Section 1.6(d) hereof, the Executive shall be entitled to
     receive  (i)  any  accrued,  but  unpaid  Salary  and  any  authorized  but
     unreimbursed  business expenses,  (ii) any accrued, but unpaid,  Bonus, and
     (iii) an amount  equal to One Hundred  (100%)  percent of the full  monthly
     Salary  payable  hereunder for the  unexpired  term of the  Agreement.  Any
     amount due the Executive  under clause (i) of this paragraph  shall be paid
     in a lump sum in cash within thirty (30) days after the  termination of the
     Executive's  employment  thereunder,  any  amount due the  Executive  under
     clause (ii) of this paragraph shall be paid to the Executive  within thirty
     (30) days after the Company's audited  financial  statements for the fiscal
     year is made  available by the  Company's  auditors for which such Bonus is
     due, and any amount due the Executive  under clause (iii) of this paragraph
     shall be paid in accordance  with the  Company's  regular  payroll  periods
     during the period set forth in clause (iii).

          (e)  Termination  by the  Executive  for Good Reason or by the Company
     After Change in Control.  In the event this  Agreement is terminated by the
     Executive  pursuant to the provisions of Section  1.6(e) hereof,  or by the
     Company pursuant to Section 1.6(f) hereof,  the Executive shall be entitled
     to receive (i) any  accrued,  but  unpaid,  Salary and any  authorized  but
     unreimbursed  business  expenses,  (ii) any accrued,  but unpaid Bonus, and
     (iii) an amount

                                        9

<PAGE>



     equal to One Hundred  (100%)  percent of the full  monthly  Salary  payable
     hereunder  for the  unexpired  term of the  Agreement.  Any  amount due the
     Executive under clause (i) of this paragraph shall be paid in a lump sum in
     cash  within  thirty  (30) days after the  termination  of the  Executive's
     employment  hereunder,  any amount due the  Executive  under clause (ii) of
     this  paragraph  shall be paid within  thirty (30) days after the Company's
     audited  financial  statements for the fiscal year is made available by the
     Company's auditors for which such Bonus is due and (iii) any amount due the
     Executive  under  clause  (iii) of this  paragraph  (A) in the  event  this
     Agreement  is  terminated  pursuant  to  Section  1.6(e)  shall  be paid in
     accordance with the Company's regular payroll periods during the period set
     forth in clause (iii), and (B) in the event this Agreement is terminated by
     the Company  pursuant to Section 1.6(f) shall be paid in a lump sum in cash
     within ninety (90) days after the termination of the Executive's employment
     hereunder.  In addition,  in the event this  Agreement is terminated by the
     Executive  pursuant to the provisions of Section  1.6(e) hereof,  or by the
     Company pursuant to Section 1.6(f) hereof, the Company at its expense shall
     continue to provide the  Executive  with the  benefits set forth in Section
     1.5(b)  relating to term life  insurance,  1.5(c) and 1.5(f)  above for the
     unexpired  term of this  Agreement;  provided,  however,  if the  Executive
     received  such  benefits  from a source  other than the Company  during the
     aforesaid  period,  then the Company shall continue to provide the benefits
     set forth in Sections 1.5(b)  relating to term life  insurance,  1.5(c) and
     1.5(f)  hereof,  or  provide  the  Executive  with the  equivalent  of such
     benefits if the Company is precluded from  providing such actual  benefits,
     only to the extent the  Executive  does not receive such  benefits in their
     entirety from such other source.

          (f)  Termination  of  Obligations  of  the  Company  Upon  Payment  of
     Compensation.  Upon  payment  of the  amount,  if any,  due  the  Executive
     pursuant to the preceding  provisions  of this  Section,  the Company shall
     have no further obligation to the Executive under this Agreement.

     1.8 Protective  Covenants.  The Executive recognizes that his employment by
the Company is one of the highest trust and confidence because (i) the Executive
will become fully  familiar with all aspects of the Company's  business and that
of its  subsidiaries  during the period of his employment with the Company,  and
(ii) certain  information of which the Executive will gain knowledge  during his
employment is proprietary and confidential  information  which is of special and
peculiar   value  to  the  Company  or  its   subsidiaries   (the   "Proprietary
Information").  If any such  Proprietary  Information were imparted to or became
known  by any  person,  including  the  Executive,  engaging  in a  business  in
competition  with that of the Company or its  subsidiaries,  hardship,  loss and
irreparable  injury and damage could result to the Company or its  subsidiaries,
the measurement of which would be difficult if not impossible to ascertain.  The
Executive  acknowledges  that any and all Proprietary  Information  shall be the
sole and  absolute  property of the Company in  perpetuity,  that the  Executive
shall promptly  disclose such  Proprietary  Information to the Company,  and the
Executive  shall  have  no  right,  title  or  interest  therein  or to  receive
additional monies therefor. The Executive shall provide reasonable assistance to
the Company in developing and protecting all such  Proprietary  Information  and
obtaining patents on such Proprietary Information deemed patentable by the

                                       10

<PAGE>



Company. The Executive further acknowledges that the Company or its subsidiaries
has developed unique skills, concepts, sales presentations,  marketing programs,
marketing  strategy,  business  practices,  methods  of  operation,  trademarks,
licenses,  technical  information,  Proprietary  Information,  computer software
programs,  tapes and discuss concerning its operations systems,  customer lists,
customer leads, documents identifying past, present and future customers, hiring
and training methods, investment policies,  financial and other confidential and
proprietary  information  concerning its operations and expansion  plans ("Trade
Secrets"),  including,  without  limitation,  such Trade  Secrets  acquired from
LocalNet Communications,  Inc., a Florida corporation ("LocalNet") pursuant to a
Peaceful Surrender Agreement of even date between e.TV and LocalNet.  Therefore,
the  Executive  agrees  that it is  necessary  for the  Company to  protect  its
business  and that of its  subsidiaries  from  such  damage,  and the  Executive
further  agrees  that  the  following  covenants  constitute  a  reasonable  and
appropriate  means,  consistent with the best interest of both the Executive and
the Company, to protect the Company or its subsidiaries  against such damage and
shall apply to and be binding upon the Executive as provided herein:

          (a) Trade Secrets. The Executive recognizes that his position with the
     Company  is one of the  highest  trust  and  confidence  by  reason  of the
     Executive's access to and contact with certain Trade Secrets of the Company
     and its  subsidiaries.  The Executive  agrees and covenants to use his best
     efforts and exercise  utmost  diligence to protect and  safeguard the Trade
     Secrets of the Company and its  subsidiaries.  The Executive further agrees
     and covenants that,  except as may be required by the Company in connection
     with this Agreement,  or with the prior written consent of the Company, the
     Executive   shall  not,  either  during  the  term  of  this  Agreement  or
     thereafter,  directly or indirectly, use for the Executive's own benefit or
     for the benefit of another,  or disclose,  disseminate,  or  distribute  to
     another, any Trade Secret (whether or not acquired,  learned,  obtained, or
     developed  by the  Executive  alone or in  conjunction  with others) of the
     Company  or its  subsidiaries  or of others  with whom the  Company  or its
     subsidiaries has a business  relationship.  All memoranda,  notes, records,
     drawings, documents, or other writings whatsoever made, compiled, acquired,
     or received by the Executive during the term of this Agreement, arising out
     of, in  connection  with,  or related to any  activity  or  business of the
     Company or its subsidiaries,  including, but not limited to, the customers,
     suppliers,  or  others  with whom the  Company  or its  subsidiaries  has a
     business relationship,  the arrangements of the Company or its subsidiaries
     with such parties,  and the pricing and expansion  policies and strategy of
     the Company or its  subsidiaries,  are, and shall  continue to be, the sole
     and exclusive  property of the Company or its subsidiaries,  are, and shall
     continue  to be,  the sole and  exclusive  property  of the  Company or its
     subsidiaries,  as applicable,  and shall,  together with all copies thereof
     and all advertising literature, to be returned and delivered to the Company
     by the within five (5) days of the termination of this Agreement, or at any
     time upon the Company's demand.

          (b) Inventions as Sole Property of Company.  Executive agrees promptly
     to  disclose to the Company  any and all  inventions,  ideas,  discoveries,
     improvements, trade secrets, formulas, techniques, processes, developments,
     know how, and writings or other

                                       11

<PAGE>



     materials,  whether  or  not  patentable  and  whether  or not  reduced  to
     practice,  conceived, made or learned by the Executive during the period of
     his/her  employment,  either alone or jointly with others,  which relate to
     the Company's  business of  developing,  and selling  through a multi-level
     market  sales  network  using  independent   representatives,   e-commerce,
     telecommunications  and internet  products and services  (such  inventions,
     ideas,  discoveries,  improvements,  trade secrets,  formulas,  techniques,
     processes,  developments  know-how,  and writings or other  materials being
     hereinafter  collectively  referred  to  as  the  "Inventions").  Executive
     acknowledges  and agrees that all the  Inventions  (including all rights of
     copyright  therein)  shall be the sole property of the Company or any other
     entity  designated by it, and the Executive  hereby  assigns to the Company
     his/her entire right and interest in and to all the Inventions. The Company
     or any  other  entity  designated  by it  shall  be the  sole  owner of all
     domestic and foreign rights pertaining to the Inventions.

          (c)  Restriction on Soliciting  Certain Persons of the Company and its
     Subsidiaries.  The  Executive  covenants  that  during  the  term  of  this
     Agreement  and for a  period  of  twenty-four  (24)  months  following  the
     termination of this Agreement,  he will not, either directly or indirectly,
     (i) disclose or otherwise  make known to any person or entity the names and
     addresses   of  any   of   the   customers,   suppliers,   vendors,   sales
     representatives, distributors, employees, or consultants of the Company, or
     (ii) call on, solicit, or take away, or attempt to call on, solicit or take
     away  any of the  customers,  suppliers,  vendors,  sales  representatives,
     distributors, employees, or consultants of the Company, or its subsidiaries
     with whom he became  acquainted  during his  employment  with the  Company,
     either for  himself or for any other  person,  firm,  corporation  or other
     entity.

          (d) Covenant Not to Compete. The Executive hereby covenants and agrees
     that  during  the term of this  Agreement  and for a period of twelve  (12)
     months following the termination,  of his employment hereunder, he will not
     directly or indirectly, either as an employee, employer, consultant, agent,
     principal,  partner,  shareholder  (other than through  ownership of public
     traded  capital  stock of a  corporation  which  represent  less  than five
     percent  (5%)  of the  outstanding  capital  stock  of  such  corporation),
     corporate officer, director, investor, financier or in any other individual
     or  representative  capacity,  engage or participate in any business during
     the  term of  this  Agreement  and as of the  date  of  termination  of the
     Executive's  employment  hereunder which is directly  competitive  with the
     business  of  the  Company  or  any of its  subsidiaries  in the  areas  of
     e-commerce,  telecommunications  and  internet  services  and  products and
     multi-level marketing as of such date.

          (e) Survival of Covenants. Each covenant of the Executive set forth in
     this Section 1.8 shall survive the  termination of this Agreement and shall
     be  construed as an agreement  independent  of any other  provision of this
     Agreement,  and the  existence  of any  claim  or cause  of  action  of the
     Executive  against the Company  whether  predicated  on this  Agreement  or
     otherwise  shall not constitute a defense to the enforcement by the Company
     of said covenant.


                                       12

<PAGE>



          (f)  Remedies.  In the  event of breach  or  threatened  breach by the
     Executive  of any  provision  of this  Section  1.8,  the Company  shall be
     entitled to relief by temporary restraining order, temporary injunction, or
     permanent injunction or otherwise, in addition to other legal and equitable
     relief to which it may be entitled,  including any and all monetary damages
     which  the  Company  may  incur as a result of said  breach,  violation  or
     threatened breach or violation. The Company may pursue any remedy available
     to it  concurrently  or  consecutively  in  any  order  as to  any  breach,
     violation,  or threatened  breach or  violation,  and the pursuit of one of
     such  remedies  at any time will not be deemed an  election  of remedies or
     waiver of the right to pursue any other of such remedies as to such breach,
     violation,  or threatened  breach or  violation,  or as to any other breach
     violation, or threatened breach or violation.

          However,  in the event the  Company  commences  an action and does not
     prevail, the Company shall pay the Executive all reasonable legal costs and
     expenses  in  connection  with the  defense  or any  action  brought by the
     Company against him.

     1.9 Merger or Acquisition.  In the event the Company should consolidate, or
merge into  another  corporation,  or transfer all or  substantially  all of its
assets to another entity, or divide its assets among a number of entities,  this
Agreement shall continue in full force and effect.  The Company will require any
and  all  successors   (whether  direct  or  indirect,   by  purchase,   merger,
consolidation or otherwise) to all or  substantially  all of the business and/or
assets of the Company,  to expressly assume and agree pursuant to an appropriate
written assumption agreement to perform this Agreement in the same manner and to
the same  extent  that the  Company  would be  required to perform it if no such
succession  had taken  place.  Failure of the Company to obtain  such  agreement
prior to the  effectiveness  of any  such  successor  shall be a breach  of this
Agreement and shall entitle the Executive to terminate his  employment  and this
Agreement for Good Reason.  As used in this Agreement,  the term "Company" shall
mean the Company as  hereinbefore  defined  and any  successor  to its  business
and/or assets as aforesaid which executes and delivers the assumption  agreement
provided for in this  Section 1.9 or which  otherwise  becomes  bound by all the
terms and provisions of this Agreement by operation of law.

     1.10  Reimbursement  of Employee  Expenses.  The Executive is authorized to
incur  ordinary,  necessary  and  reasonable  expenses  in  connection  with the
performance of his duties and responsibilities  under this Agreement and for the
promotion of the business and  activities of the Company during the term hereof,
including,  without  limitation,  expenses for  necessary  travel and  necessary
travel and  entertainment and other items of expenses required in the normal and
routine  course  of the  Executive's  employment  hereunder.  The  Company  will
reimburse the Executive from time to time of at least $500.00 per month incurred
which will cover  miscellaneous  expenses  of the  Executive  incidental  to the
performance of his duties  hereunder.  Additionally,  the Company will reimburse
the  Executive  from time to time for all such  expenses  above  $500.00  in the
aggregate  each month  provided that the Executive  presents to the Company with
respect thereto:

                                       13

<PAGE>




          (a) An accounting in which the Executive  recorded at or near the time
     each  expenditure  was made; (i) the amount of the  expenditures,  (ii) the
     time,  place and  designation  of the type of  entertainment  and travel or
     other expenses,  or the date and description of the gift (gifts made to one
     individual  are not to exceed a total of  Twenty-Five  and  No/100  Dollars
     ($25.00)  in  any  taxable  year);   (iii)  the  business  reason  for  the
     expenditure  and the nature of the business  benefit derived or expected to
     be  derived  as  the  result  of  the  expenditure;  and  (iv)  the  names,
     occupations, addresses and other information concerning each person who was
     entertained   or  given  a  gift   sufficient  to  establish  the  business
     relationship to the Company; and

          (b) Documentary  evidence (such as receipts or paid bills) which state
     sufficient  information to establish the amount,  date, place and essential
     character of the  expenditure,  for such expenditure (i) of Twenty-Five and
     No/100 Dollars  ($25.00) or more except for  transportation  charges if not
     readily available) and (ii) for lodging or traveling away from home.

     1.11 Executive's Securities Law Covenants.  The Executive covenants that he
will comply with all securities  laws,  rules and regulations  pertaining to his
employment  hereunder,  to the  extent  any such  laws,  rules  and  regulations
applies, including,  without limitation,  filing all reports required by Section
16(a) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
complying  with  Section  16(b) of the  Exchange  Act  relating  to short  swing
profits, and refraining on using "insider information" or disclosing same to any
third party who is not the Company's retained counsel, accountants or investment
bankers,  or who is not bound by a  confidentiality  agreement with the Company,
except if any of the forgoing is  demonstrably  inadvertent by the Executive and
does not have a material adverse affect on the Company's  business,  reputation,
financial  condition,  investor  or  public  relations,  creditor,  customer  or
supplier  relations,   or  relationships  with  other  contracting  parties,  or
independent sales representative relations. Additionally, the Executive will, at
the request of the Company,  provide the Company with all information  regarding
the  Executive on a timely basis which is  reasonably  required by Compu-DAWN to
complete  it's  reports  and  statements  required  by the  Exchange  Act, or to
complete any registration statement or amendments thereto which Compu-DAWN files
or plans to file with the Securities and Exchange Commission.

     2.1 Post  Termination  Transition  Period.  Following  the  termination  or
expiration  of this  Agreement  for any  reason  whatsoever,  there  shall  be a
reasonable  transition period (the "Transition Period") during which the Company
will take steps to  disassociate  itself  from the name and the  likeness of the
Executive.  During the Transition  Period the Company shall use diligent efforts
to revise any  letterhead,  brochures,  sales and marketing  literature,  public
relations  materials,  web sites or the like, whether printed or electronic,  to
remove the name,  picture and likeness of the  Executive  therefrom,  unless the
Executive gives his prior written consent to the contrary. During the Transition
Period,  subject to the foregoing sentence,  the Company may use the Executive's
name,  picture and  likeness in existing  materials,  consistent  with then past
practice, provided such use is not misleading, or disparaging or damaging to the
Executive.  Following the Transition Period, the Company shall not use the name,
picture or likeness of the Executive without the Executive's prior

                                       14

<PAGE>



written  consent,  except  as  may  be  required  by  law,  rule  or  regulation
(including,  without  limitation,  federal and state  securities  laws) or in an
historical  context.  During  such  Transition  Period,  to the extent  that the
Executive  is called  upon by the  Company to assist  the  Company in making the
afordescribed  transition,  the  Executive  shall  be  compensated  for any such
services  on a per diem basis at a daily rate equal to one  thirtieth  (1/30) of
the  monthly  Salary  paid  to the  Executive  at the  time  of the  Executive's
termination   from  the  Company,   plus   reimbursement   for  any   reasonable
out-of-pocket expenses incurred by the Executive in rendering such services.

     3.1 Covenants of  Compu-DAWN.  Within ten (10) days following the execution
and delivery of this  Agreement  Compu-DAWN  shall use its best efforts to cause
the Board of  Directors to expand the Board of Directors to seven (7), and shall
cause the  following  persons to continue to serve as directors or to be elected
by the incumbent  directors to fill vacancies caused by the increase in the size
of the Board of Directors or the  resignation of certain current  directors,  as
the case may be, and subject to their respective consent to so serve,  effective
upon  Compu-DAWN's  compliance  Rule 14 f-1  promulgated  under the Exchange Act
("Rule 14f-1"):  Mark Honigsfeld,  Louis Libin, Rudy C. Theale, Jr., R.E. Turner
IV, one person designated by Messrs. Honigsfeld and Libin, one person designated
by Messrs.  Theale and  Turner,  and one  person  mutually  agreed to by Messrs.
Honigsfeld,  Libin,  Theale and  Turner.  Compu-DAWN  shall use best  efforts to
comply  with Rule 14f-1  within  thirty  (30) days  following  the date  hereof,
subject  to the  persons  who  are  contemplated  to  become  new  directors  of
Compu-DAWN as provided above furnishing Compu- DAWN, within fifteen (15) days of
the date hereof  with the  information  required  by Compu-  DAWN to  accurately
complete  the  statement  required to comply with Rule  14f-1.  In that  regard,
Compu-DAWN  has sent, or will send within seven (7) days of the date hereof,  to
the  Executive,  a Director  and  Officer  Questionnaire  designed to elicit the
required information for the information statement required by Rule 14f-1.

     This covenant is subject to the stockholder's and Board of Directors rights
and duties to remove any  director  for cause  pursuant to law, or  Compu-DAWN's
certificate of incorporation  and bylaws and to fulfill the directors  fiduciary
duties.  This  covenant  shall  expire  following  the next  Annual  Meeting  of
Stockholders  of  Compu-DAWN  at which  elections  for the  class  of  directors
including  any of Messrs.  Honigsfeld,  Libin,  Theale or Turner are to be held,
with respect to each of them.

                               GENERAL PROVISIONS

     4.1 Notices.  All notices,  requests,  consents,  and other  communications
under  this  Agreement  shall be in  writing  and  shall be  deemed to have been
delivered  on the  date  personally  delivered  or on the  date  deposited  in a
receptacle  maintained  by the United  States  Postal  Service for such purpose,
postage prepaid,  by certified mail, return receipt requested,  addressed to the
respective parties as follows:




                                       15

<PAGE>



                  If to the Executive:

                  204 Clatterbridge Road
                  Ponte Vedra Beach, Florida 32082

                  If to the Company:

                  Compu-Dawn, Inc.
                  77 Spruce Street
                  Cedarhurst, New York 11516
                  ATTN: Mark Honigsfeld,
                  Chairman of the Board

Either  party  hereto may  designate a different  address by  providing  written
notice of such new address to the other party hereto.

     4.2  Severability.   If  any  provision  contained  in  this  Agreement  is
determined to be void,  illegal or unenforceable,  in whole or in part, then the
other  provisions  contained  herein shall remain in full force and effect as if
the provision which was determined to be void, illegal, or unenforceable had not
been contained herein.

     4.3 Waiver,  Modification,  and Integration. The waiver by any party hereto
of a breach of any provision of this Agreement shall not operate or be construed
as a waiver of any subsequent breach by any party. This instrument  contains the
entire agreement of the parties  concerning  employment and supersedes all prior
and contemporaneous representations,  understandings and agreements, either oral
or in writing,  between the parties hereto with respect to the employment of the
Executive by the Company and all such prior or contemporaneous  representations,
understandings  and  agreements,  both oral and written,  are hereby  terminated
provided,  however that the terms and  conditions of that separate  Confidential
Proprietary  Information  Agreement  entered into by and between the Company and
the Executive  shall  control with respect to the subject  matter  thereof.  The
terms of this  Agreement  may not be  modified,  altered  or  amended  except by
written  agreement  of the  Executive  and the  Company,  subject  to the  prior
approval of the Board of Directors of the Company.

     4.4 Binding Effect.  This Agreement shall be binding and effective upon the
Company and its successors and permitted  assigns,  and upon the Executive,  his
heirs and representatives.

     4.5 Choice of Law and Venue.  The parties agree that this Agreement is made
and  entered  into in  Nassau  County,  New York and  shall be  governed  by and
construed in accordance with the laws of the State of New York.


                                       16

<PAGE>



     4.6  Representation  of Executive.  The  Executive  hereby  represents  and
warrants  to the Company  that he has not  previously  assumed  any  obligations
inconsistent  with those  contained in this  Agreement.  The  Executive  further
represents  and warrants to the Company that the Executive has entered into this
Agreement pursuant to his own initiative and that the Company did not induce the
Executive  to  execute  this   Agreement  in   contravention   of  any  existing
commitments.  The Executive  acknowledges that the Company has entered into this
Agreement in reliance upon the foregoing representations of the Executive.

     4.7  Independent  Counsel.  The Company has been  represented  by CERTILMAN
BALIN ADLER & HYMAN,  LLP. The Executive has been  represented by BRANT,  MOORE,
MACDONALD & WELLS, P.A. Each has made his or its own determination  with respect
to counsel  without  coercion from the other.  Each has thoroughly  reviewed the
provisions of this Agreement and all matters  concerning the consulting with the
benefit of independent counsel.

     4.8 Arbitration Any controversy or claim arising out of or relating to this
Agreement  shall be settled by binding  arbitration in Nassau  County,  New York
under the rules of the American Arbitration Association. Judgment upon the award
may be entered in any court having jurisdiction. Arbitrator(s) may not award the
prevailing  party in such  arbitration  attorney's  fees,  expenses and costs of
arbitration,  except as otherwise provided with respect to restrictive covenants
set forth in Section 1.8(f).

     4.9 Counterpart Execution; Originals. This Agreement may be executed in two
or more  counterparts,  each of which  shall be deemed an  original,  but all of
which together shall constitute but one and the same instrument.



     [Rest of Page  Intentionally  Left Blank.  Signatures  are on the Following
Page.]
















                                       17

<PAGE>





     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
and year first above written effective as of the Effective Date.


                                            COMPU-DAWN, INC.


                                            By:/s/ Mark Honigsfeld
                                              ----------------------
                                               MARK HONIGSFELD
                                               Chief Executive Officer

                                            e.TV COMMERCE, INC.


                                            By: /s/ Mark Honigsfeld
                                               -----------------------


                                            EXECUTIVE:

                                             /s/ R.E. Turner, IV
                                            --------------------------



                                       18

<PAGE>





     Mark  Honigsfeld  and Louis  Libin  hereby  each agree that he will vote in
favor of the matters set forth in Section 2.1 of the Employment  Agreement dated
January 8, 1999 between Compu-DAWN,  Inc. and e.TV Commerce,  Inc. and Robert E.
Turner IV.


                                                 /s/ Mark Honigsfeld
                                                 ----------------------------
                                                 Mark Honigsfeld



                                                 /s/ Louis Libin
                                                 ----------------------------
                                                 Louis Libin


                                       19

<PAGE>


                                 EXHIBIT 1.5(g)

                         FORM OF STOCK OPTION AGREEMENT


     See attached.



























                                       20

<PAGE>