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 Rudy C. Theale, Jr., 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 on a full time basis 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  Retention.  The Company hereby retains the Executive as Executive Vice
President of  Compu-DAWN  and  President of e.TV for and during the term hereof.
The Executive hereby accepts employment under the terms and conditions set forth
in this Agreement.

     1.2 Duties of  Executive.  The  Executive  shall  perform  in the  capacity
described in Section 1.1 hereof on a full-time basis and shall have such duties,
responsibilities, and authorities as are designated for such offices pursuant to
the Bylaws, as amended, of the Company, and as may be reasonably assigned to him
from time to time by the Chief Executive  Officer of the Company.  The Executive
agrees to devote his full time  during  normal  business  hours,  best  efforts,
abilities,  knowledge and experience to the faithful  performance of the duties,
responsibilities,  and authorities  which may be reasonably  assigned to him and
which are  consistent  with his  executive  offices  under  Section  1.1 of this
Agreement.  Notwithstanding  the preceding,  the Executive may, without being in
violation  of his  obligations  hereunder,  (i)  serve  on  corporate,  civic or
charitable  boards  or  committees  which are not  engaged  in  business  in the
computer software, radio or telecommunications  industries,  provided,  however,
the Executive may serve on boards or committees  otherwise  prohibited hereunder
as director of a trade or business association related to the computer software,
radio or  telecommunications  industries  with the prior written  consent of the
Chief Executive  Officer,  (ii) invest the  Executive's  personal assets in such
form or manner as will not require any material services by the Executive in the
operation  of the  entities in which such  investments  are made,  provided  the
Executive  shall use his best efforts to pursue such activities in such a manner
so that such  activities  shall not prevent the Executive  from  fulfilling  his
obligations to the Company hereunder,  and provided further, the Executive shall
resolve any conflict  between his obligations to the Company and his obligations
to any other entity in which the Executive has a financial  interest in favor of
the Company.

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     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 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.

     1.5 Employment  Benefits.  In addition to the Salary, the signing bonus 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.

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          (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.

          (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) Vacations.  The Executive  shall be entitled to a reasonable  paid
     vacation of not less that ten (10)  business days each year during the term
     of this  Agreement,  exclusive  of  national  and  religious  holidays  and
     weekends, which vacation shall be taken by the Executive in accordance with
     the  business  requirements  of the  Company at the time and its  personnel
     policies then in effect relative to this subject.

          (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) Signing Bonus.  Upon signing this Agreement in connection with the
     Executive  becoming Executive Vice President of Compu-DAWN and President of
     e.TV and a

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     Director of the Company,  Compu-DAWN shall pay to the Executive Twenty Five
     Thousand  Dollars  ($25,000)  in cash as a signing  bonus,  subject  to any
     federal, state and local withholding tax requirements.

          (h) Upon  signing  this  Agreement in  connection  with the  Executive
     becoming Executive Vice President of Compu-DAWN and President of e.TV 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(h).

     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  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

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          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 (g) 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)  in which  event  the  Company  shall  have no  further  liability
     hereunder to the Executive except to the extent set forth in Section 1.7(f)
     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;


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               (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; or

               (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.

          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(f) 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;

               

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               (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

               (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,

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     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,  any  authorized  but  unreimbursed  business
     expenses,  and any vacation or sick leave benefits which have accrued as of
     the date on which such permanent disability is determined,  but then remain
     unpaid, (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 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 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,
     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, any authorized but unreimbursed business expenses, and
     any vacation or sick leave  benefits,  which have accrued as of the date of
     termination of this Agreement, but were then unpaid or unused, 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.



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          (d)  Termination  by  the  Company  with  Notice.  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,   any  authorized  but
     unreimbursed  business  expenses,  and any vacation or sick leave  benefits
     which have accrued as of the date of termination of the Agreement, but were
     then unpaid or unused, (ii) any accrued,  but unpaid,  Bonus, and (iii) the
     full  monthly  Salary  payable  hereunder  for  the  unexpired  term of the
     Agreement  subject to  mitigation  in the event the Executive has sought or
     obtained  employment  elsewhere  after the  termination of the  Executive's
     employment  pursuant to the provisions of section 1.6(d) hereof. Any amount
     due the  Executive  under  clauses  (i),  (ii) and (iii) of this  paragraph
     (other  than for any  Bonus)  shall  be paid in a lump  sum in cash  within
     thirty  (30)  days  after the  termination  of the  Executive's  employment
     thereunder;  provided,  however, that any unpaid 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.

          (e)  Termination  by the  Executive  with  Notice.  In the  event  the
     Executive's employment hereunder is terminated by the Executive pursuant to
     the provisions of Section 1.6(e) hereof, the Executive shall be entitled to
     receive  (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  termination  of this  Agreement,  but
     were then unpaid or unused,  and (ii) any accrued,  but unpaid,  Bonus. 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 to the Executive  within ninety
     (90) days after the end of the Company's  taxable year for which such Bonus
     is due. In addition,  the Company may, at its option,  cancel and terminate
     any and all of the Executive's unexercised stock options, if any.

          (f) Termination by the Executive for Good Reason.

               (1) Prior to Change of Control.  In the event this  Agreement  is
          terminated  by the  Executive  pursuant to the  provisions  of Section
          1.6(f)  hereof  prior to the  occurrence  of a Change of Control,  the
          Executive  shall be entitled to receive (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
          termination of the Agreement, but were then unpaid or unused, (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  whether  or not the  Executive  has
          sought or obtained  employment  elsewhere after the termination of the
          Executive's  employment.  Any amount due the  Executive  under clauses
          (i), (ii) and (iii) of this paragraph (other than for any Bonus) shall
          be paid in a lump  sum in cash  within  thirty  (30)  days  after  the
          termination  of  the  Executive's   employment  hereunder;   provided,
          however,  that any unpaid 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.  In  addition,  in the  event  this  Agreement  is
          terminated  by the  Executive  pursuant to the  provisions  of Section
          1.6(f) hereof prior to

                                        9

<PAGE>



          the  occurrence  of a Change of  Control,  the  Company at its expense
          shall continue to provide the Executive with the benefits set forth in
          Section 1.5(b),  1.5(c) 1.5(f) and 1.5(h) above for the unexpired term
          of this Agreement  whether or not the Executive has sought or obtained
          employment   elsewhere   after  the  termination  of  the  Executive's
          employment  pursuant  to the  provisions  of  Section  1.6(f)  hereof;
          provided,  however,  if the  Executive  obtains  employment  elsewhere
          during the  aforesaid  period,  then the  Company  shall  continue  to
          provide the benefits set forth in Sections 1.5(b),  1.5(c), 1.5(f) and
          1.5(h) hereof only to the extent the  Executive  does not receive such
          benefits in their entirety from the Executive's then current employer.

               (2) After  Change of  Control.  In the event  this  Agreement  is
          terminated  by the  Executive  pursuant to the  provisions  of Section
          1.6(f)  hereof  after  the  occurrence  of a Change  of  Control,  the
          executive  shall be entitled to receive (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
          termination of the Agreement, but were then unpaid or unused, (ii) any
          or 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  whether  or not the  Executive  has
          sought or obtained  employment  elsewhere after the termination of the
          Executive's  employment  pursuant to the  provisions of section 1.6(f)
          hereof. Any amount due the Executive under clauses (i), (ii) and (iii)
          of this  paragraph  (other than for any Bonus) shall be paid in a lump
          sum in cash  within  thirty  (30) days  after the  termination  of the
          Executive's employment hereunder;  provided,  however, than any unpaid
          Bonus and 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  relating to the fiscal year for
          which such Bonus is due. In addition,  in the event this  Agreement is
          terminated  by the  Executive  pursuant to the  provisions  of Section
          1.6(f) hereof after the occurrence of a Change of Control, the Company
          at its  expense  shall  continue  to provide  the  Executive  with the
          benefits set forth in Section 1.5(b), 1.5(c), 1.5 (f) and 1.5(h) above
          for the unexpired term of this Agreement  whether or not the Executive
          has sought or obtained  employment  elsewhere after the termination of
          the  Executive's  employment;  provided,  however,  if  the  Executive
          obtains  employment  elsewhere during the aforesaid  period,  then the
          Company  shall  continue to provide the benefits set forth in Sections
          1.5(b),  1.5(c),  1.5(f)  and  1.5(h)  hereof  only to the  extent the
          Executive  does not receive such  benefits in their  entirety from the
          Executive's current employer.

          (g)  Termination by the Company After Change of Control.  In the event
     this  Agreement is terminated by the Company  pursuant to the provisions of
     Section  1.6(g)  hereof after the  occurrence  of a Change of Control,  the
     Executive shall be entitled to receive (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  termination  of the
     Agreement,  but were then unpaid or unused,  (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
     whether or not the  Executive has sought or obtained  employment  elsewhere
     after the termination of the Executive's employment pursuant to the

                                       10

<PAGE>



     provisions of Section 1.6 (g) hereof.  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 to 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 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 Company  pursuant to the  provisions of Section 1.6(g)
     hereof  after the  occurrence  of a Change of  Control,  the Company at its
     expense shall continue to provide the Executive with the benefits set forth
     in Sections 1.5(b),  1.5(c), 1.5(f) and 1.5(h) above for the unexpired term
     of this  Agreement  whether or not the  Executive  has  sought or  obtained
     employment  elsewhere after the  termination of the Executive's  employment
     pursuant to the provisions of Section 1.6(g) hereof; provided,  however, if
     the Executive  obtains  employment  elsewhere during the aforesaid  period,
     then the  Company  shall  continue  to provide  the  benefits  set forth in
     Sections 1.5(b),  1.5(c),  1.5 (f) and 1.5(h) hereof only to the extent the
     Executive  does  not  receive  such  benefits  in their  entirety  from the
     Executive's then current employer.

          (h)  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,  regardless of whether  development  occurred during
working  hours or any other time during the term of the  Executive's  employment
with the Company. The Executive shall assist the Company in obtaining patents on
all such  Proprietary  Information  deemed  patentable  by the Company and shall
execute all  documents  necessary to obtain such patents and to vest the Company
with full and extensive  title to the patents and to protect the patents against
infringement by others.  The Executive agrees that any patent  application filed
by the Executive within one (1) year after a

                                       11

<PAGE>



termination of the Executive's employment with the Company shall be conclusively
presumed  to relate to an  invention  made  during  the term of the  Executive's
employment with the 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").  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  materials,  whether or not  patentable and
     whether or not reduced to practice, conceived, made or

                                       12

<PAGE>



     learned by the Executive  during the period of his/her  employment,  either
     alone or jointly with others,  which relate to or result from the actual or
     anticipated  business,  work, research or investigations of the Company, or
     which result, to any extent, from use of the Company's premises or property
     (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.
     Executive  further agrees as to all the Inventions to assist the Company in
     every  way (at the  Company's  expense)  to  obtain  and from  time to time
     enforce patents on the Inventions in any and all countries,  and to execute
     all instruments and do all other things reasonable necessary or appropriate
     to vest more fully in the Company all right,  title and  interest in and to
     such  Inventions.  To that end, by way of illustration  but not limitation,
     Executive will testify in any suit or other proceeding involving any of the
     Inventions,  execute all documents which the Company reasonably  determines
     to be necessary or convenient for use in applying for and obtaining patents
     thereon and enforcing same, and execute all necessary  assignments  thereof
     to the  Company or persons  designated  by it.  Executive's  obligation  to
     assist  the  Company  in  perfecting  its  rights to the  Inventions  shall
     continue beyond the termination for the time actually spent by Executive at
     the  Company's   request  on  such  assistance.   The  Executive  shall  be
     compensated  for any such  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  termination  from  the  Company,  plus  reimbursement  for any
     reasonable  out-of-pocket  expenses  incurred by the Executive in rendering
     such  services.  All  inventions,  if any,  which  Executive  made prior to
     his/her  employment  by the  Company  are  excluded  from the scope of this
     Agreement.  As a matter of  record,  Executive  has set forth on  Exhibit A
     attached   hereto  a  complete   list  of  all   inventions,   discoveries,
     improvements,  writings  or  other  materials  relating  to  the  Company's
     business which have been made by Executive prior to his/her employment with
     the Company. Executive represents and covenants that such list is complete.

          (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  periodof  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.


                                       13

<PAGE>



          (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 of the
     Company or any of its subsidiaries 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 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.

          (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

                                       14

<PAGE>



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 for all such business  expenses of at
least  $500.00  per  month  incurred  pursuant  to and in  conformity  with  the
provisions of this Section  provided that the Executive  presents to the Company
with respect to all expenses above $500.00 in the aggregate each month:

          (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.

     2.1 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:  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.

     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

                                       15

<PAGE>



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

     3.1 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:

                  If to the Executive:

                  12 Hopson Road
                  Jacksonville Beach, Florida 32250

                  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.

     3.2  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.

     3.3 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

                                       16

<PAGE>



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.

     3.4 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.

     3.5 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.

     3.6  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.

     3.7  Independent  Counsel.  The Company has been  represented  by CERTILMAN
BALIN  ADLER & HYMAN,  LLP.  The  Executive  has been  represented  by ROBERT E.
MESHEL,  P.C. 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.

     3.8 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.

     3.9  Counterpart  Execution.  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.









                                       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/ Rudy C. Theale
                                          --------------------------
                                          Rudy C. Theale, 
                                          President e.TV Commerce, Inc.
                                          Executive V.P. Compu-DAWN, Inc.
                         





<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 Rudy C.
Theale, Jr.


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




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



<PAGE>


                                 EXHIBIT 1.5(h)

                         FORM OF STOCK OPTION AGREEMENT


     See attached.
<PAGE>