EMPLOYMENT AGREEMENT


     THIS  EMPLOYMENT  AGREEMENT  (this  AAgreement)  is  made  between  Fusion
Networks  Holdings,  Inc.,  a Delaware  corporation  (the  ACompany@),  and Gary
Goldfarb  (AGoldfarb@).  Unless otherwise indicated,  all references to Sections
are to  Sections  in this  Agreement.  This  Agreement  is  effective  as of the
AEffective Date@ set forth in Schedule 1 below.

                              W I T N E S S E T H:

     WHEREAS,  the  Company  desires to obtain the  services  of  Goldfarb,  and
Goldfarb  desires to be employed by the  Company  upon the terms and  conditions
hereinafter set forth;

     NOW,  THEREFORE,  in consideration of the premises,  the agreements  herein
contained and other good and valuable consideration,  receipt of which is hereby
acknowledged, the parties hereto agree as of the date hereof as follows:

     1.  Employment.  Subject to (i) the terms and  conditions  hereinafter  set
forth and (ii) the  approval of this  Agreement  and election of Goldfarb by the
Company=s  Board of Directors  (ABoard@),  the Company  hereby  agrees to employ
Goldfarb,  and Goldfarb  hereby  agrees to serve the Company,  as President  and
Chief Executive Officer (AEmployment@).

     2. Scope of Employment.

     (a) During the  Employment,  Goldfarb  will  serve as  President  and Chief
Executive  Officer  and shall  report to the Board.  Subject to his  election in
accordance with the Company=s  by-laws and with  applicable law,  Goldfarb shall
serve  as a  member  of the  Board.  Goldfarb  will (i)  devote  his full  time,
attention,  and energies to the business of the Company and will  diligently and
to the  best of his  ability  perform  all  duties  incident  to his  employment
hereunder;  (ii) use his best efforts to promote the  interests  and goodwill of
the Company; and (iii) perform such other duties commensurate with his office as
the Board of Directors of the Company may from time-to-time assign to him.

     (b) Section  2(a) shall not be construed as  preventing  Goldfarb  from (i)
serving on corporate,  civic or charitable boards or committees,  or (ii) making
investments in other  businesses or enterprises;  provided in no event shall any
such  service,   business  activity  or  investment  require  the  provision  of
substantial  services  by  Goldfarb  to the  operations  or the  affairs of such
businesses or enterprises such that the provision thereof would interfere in any
material respect with the performance of Goldfarb's duties hereunder.

     3. Compensation and Benefits During Employment.  During the Employment, the
Company shall provide compensation and benefits to Goldfarb as follows.

<PAGE>

     (a) The Company shall pay Goldfarb,  subject to the terms and conditions of
this  Agreement,  a base salary (the "Base Salary") at the rate of not less than
the  AInitial  Salary@ set forth in Schedule 1, payable in  accordance  with the
normal  payroll  practices  of the Company  but in no less than equal  bi-weekly
installments, less withholding required by law or agreed to by Goldfarb.

     (b) Upon execution of this Agreement by Goldfarb,  the Company shall pay to
Goldfarb the signing bonus (ASigning Bonus@) set forth in Schedule 1.

     (c) As additional  compensation for services  hereunder,  Goldfarb shall be
entitled to bonuses,  either in cash or in equity  (ABonus@) in such amounts and
on such terms and  conditions as shall be agreed to by the Board and Goldfarb on
the first anniversary of the date hereof.

     (d) Goldfarb shall, upon satisfaction of any eligibility  requirements with
respect thereto, be entitled to participate in all employee benefit plans of the
Company, including without limitation those health, dental, accidental death and
dismemberment,  and  long  term  disability  plans,  401(k)  plans,  pension  or
profit-sharing  plans, stock option plans, and similar benefits,  of the Company
now or hereafter in effect that are made available to executive  officers of the
Company  and on the same  terms as offered to other  executive  officers  of the
Company.

     (e) The  Company  shall  maintain  for  Goldfarb  the  ASpecific  Benefits@
summarized in Schedule 1, if any.

     (f) The Company will reimburse  Goldfarb for reasonable  business  expenses
incurred by Goldfarb in connection  with the  Employment in accordance  with the
Company=s then-current policies and IRS guidelines.

     (g)  During  the  Employment  Goldfarb  shall be  entitled  to sick  leave,
holidays,  and an annual vacation,  all in accordance with the regular policy of
the Company for its  executives  (but in no event less than the AMinimum  Annual
Vacation@  set forth in Schedule  1),  during  which time his  compensation  and
benefits shall be paid or provided in full. Each such vacation shall be taken by
Goldfarb  at such  times as may be  mutually  agreed  upon by  Goldfarb  and the
Company.

     4.  Post-Employment  Compensation and Benefits.  Either party may terminate
Goldfarb'  Employment  hereunder at anytime.  In the event of any termination of
the Employment,  by the Company, by Goldfarb or by Goldfarb=s death, the Company
and Goldfarb will have the following  obligations  concerning  compensation  and
benefits.

     (a) Any amounts  payable  under  Section 3 which shall have been earned but
not yet paid,  including without  limitation  vacation pay, shall be paid by the
Company to Goldfarb.

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<PAGE>

     (b) If the  Employment is terminated  because of (i) the death of Goldfarb,
or (ii) by the  Company  because of the  inability  of  Goldfarb  to perform his
duties   hereunder,   by  reason  of  physical  or  mental  injury  or  illness,
incapacitating  him for a continuous  period exceeding six months (excluding any
leaves  of  absence  approved  by the  Company),  as  determined  by  Goldfarb's
eligibility  to receive long term  disability  benefits under the Company's long
term disability  insurance policy as in effect from time to time (ADisability@),
then  the  Company  will  pay to  Goldfarb,  or to  Goldfarb=s  heirs,  assigns,
successors-in-interest,  or legal  representatives)  any and all  salary,  other
benefits or  incentive  payments  earned,  accrued or provided to or by Goldfarb
under this  Agreement,  or granted to Goldfarb by the  officers  and/or board of
directors of the Company, through the date of Goldfarb=s death or disability and
not already  paid. In the event of such  termination,  any vesting of Goldfarb=s
stock options will be in accordance  with the Company=s  stock option plan under
which those options were granted,  as they may be amended by the Board from time
to time (the APlan@).

     (c) Except  for  termination  under  Section  4(b),  if the  Employment  is
terminated (i) by the Company other than for Cause as defined below,  or (ii) by
Goldfarb  with Good Reason as defined  below,  then Goldfarb will be entitled to
(i) a severance  payment in an amount equal to Goldfarb's  Base Salary as of the
Termination  Date  (excluding  any reductions in Base salary giving rise to Good
Reason) for the calendar year in which such termination occurs and (ii) continue
as a participant in, or be provided benefits  comparable to those of, the health
insurance  benefit  plan  specified  under  Section 3(c) for a period of six (6)
months after the  Termination  Date,  which  period shall not count  against any
post-termination coverage period required by COBRA or other applicable law.

     (d) Other than as provided herein, after termination of the Employment, the
Company  shall  not be  obligated  to make  the  payments,  nor to  provide  the
benefits, specified in Section 3.

     (e) After termination of the Employment for any reason,  Goldfarb shall pay
any amount or amounts then owed by Goldfarb to the Company.

     (f) ACause@  means either (i) the willful  commission by Goldfarb of an act
constituting a dishonest or other act of material misconduct, or conviction of a
fraudulent  act or a felony under the laws of any state or of the United  States
to which the  Company  or  Goldfarb  is  subject,  and such act  results  (or is
intended to result  directly or  indirectly) in Goldfarb's  substantial  gain or
personal  enrichment to the material and demonstrable  detriment of the Company;
or (ii) the material breach by Goldfarb of any  representation  or covenant made
herein,  which breach is not cured  within  thirty (30) days  following  written
notice thereof from the Company to Goldfarb; or (iii) the commission of repeated
breaches of this Agreement by Goldfarb,  which breach is not cured within thirty
(30) days following written notice thereof from the Company to Goldfarb.

     Any act,  or  failure to act,  based upon  authority  given  pursuant  to a
resolution duly adopted by the Board or based upon the advice of counsel for the
Company  shall be  conclusively  presumed to be done,  or omitted to be done, by
Goldfarb in good faith and in the best  interests  of the Company and thus shall
not be deemed  grounds for  termination  for Cause.  (g) AGood Reason@ means the
occurrence of any of the  following,  other than with  Goldfarb=s  prior written
consent:

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<PAGE>

     (1) any diminution in Goldfarb' title, duties, responsibilities, authority,
or status,  or any  removal of  Goldfarb  from,  or any failure to reelect or to
reappoint  Goldfarb to, the office of Chief Executive Officer or Chairman of the
Board of Directors of the Company;

     (2) a reduction by the Company in the amount of Goldfarb's Base Salary,  or
the  failure of the  Company to pay such Base Salary to Goldfarb at the time and
in the manner specified in Section 3; or

     (3) the breach by the Company of any material  provision of this Agreement,
which  breach is not cured  within  thirty (30) days  following  written  notice
thereof from Goldfarb to the Company.

     5. Confidential Information.

     (a) Goldfarb acknowledges that the law provides the Company with protection
for its trade secrets and confidential information.  Goldfarb will not disclose,
directly or indirectly,  any of the Company=s  confidential business information
or confidential  technical  information to anyone without authorization from the
Company=s  management.  Goldfarb will not use any of the Company=s  confidential
business  information or confidential  technical  information in any way, either
during or after the  Employment  with the  Company,  except as  required  in the
course of the Employment.

     (b) Goldfarb will strictly  adhere to any  obligations  that may be owed to
former employers  insofar as Goldfarb's use or disclosure of their  confidential
information  is  concerned.  (c)  Information  will  not be  deemed  part of the
confidential information restricted by this Section 5 if Goldfarb can show that:
(i) the information was in Goldfarb=  possession or within  Goldfarb=  knowledge
before the Company  disclosed it to  Goldfarb;  or (ii) the  information  was or
became  generally  known to those who could take  economic  advantage  of it; or
(iii)  Goldfarb  obtained  the  information  from a party  having  the  right to
disclose it to Goldfarb without  violation of any obligation to the Company,  or
(iv) Goldfarb is required to disclose the information  pursuant to legal process
(e.g., a subpoena), provided that Goldfarb notifies the Company immediately upon
receiving or becoming aware of the legal process in question.  No combination of
information  will be  deemed  to be  within  any of the four  exceptions  in the
previous  sentence,   however,  whether  or  not  the  component  parts  of  the
combination are within one or more exceptions, unless the combination itself and
its economic  value and  principles of operation are  themselves  within such an
exception.

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<PAGE>


     (d) All  originals  and all copies of any  drawings,  blueprints,  manuals,
reports, computer programs or data, notebooks, notes, photographs, and all other
recorded,  written,  or  printed  matter  relating  to  research,  manufacturing
operations,  or business of the Company made or received by Goldfarb  during the
Employment are the property of the Company.  Upon termination of the Employment,
whether or not for Cause,  Goldfarb will immediately  deliver to the Company all
property of the Company  which may still be in Goldfarb=s  possession.  Goldfarb
will not remove or assist in removing such property from the Company=s  premises
other than for legitimate  business  purposes during the Employment or under any
circumstances after termination  thereof,  except as authorized by the Company's
management.

     (e) For a period  of one (1) year  after  the  date of  termination  of the
Employment,  Goldfarb will not, either directly or indirectly, hire or employ or
offer or  participate  in offering  employment  to any person who at the time of
such  termination  or at any time  during such year  following  the time of such
termination  was an employee of the Company without the prior written consent of
the Company.

     6.  Ownership of  Intellectual  Property.  The following  provisions  apply
except to the extent expressly stated otherwise in Schedule 1.

     (a)  The  Company  will be the  sole  owner  of any  and all of  Goldfarb=s
Inventions that are related to the Company=s business, as defined in more detail
below.

     (b) For  purposes of this  Agreement,  AInventions@  means all  inventions,
discoveries,  and improvements (including,  without limitation,  any information
relating to  manufacturing  techniques,  processes,  formulas,  developments  or
experimental work, work in progress, or business trade secrets),  along with any
and all other work product relating thereto.

     (c) An Invention is Arelated to the Company=s  business@  (ACompany-Related
Invention@)  if it is made,  conceived,  or reduced to practice by Goldfarb  (in
whole or in part,  either alone or jointly  with  others,  whether or not during
regular working hours),  whether or not potentially  patentable or copyrightable
in the U.S. or  elsewhere,  and it either:  (i)  involves  equipment,  supplies,
facilities,  or trade secret information of the Company;  (ii) involves the time
for which Goldfarb was or is to be compensated by the Company;  (iii) relates to
the  business  of the  Company  or to its  actual  or  demonstrably  anticipated
research  and  development;  or (iv)  results,  in whole or in part,  from  work
performed by Goldfarb for the Company;  provided  that the  foregoing  shall not
apply to any Inventions made, conceived or reduced to practice by Goldfarb prior
to commencement of the Employment.

     (d) Goldfarb  will  promptly  disclose to the Company,  or its  nominee(s),
without  additional  compensation,  all  Company-Related  Inventions,  including
without  limitation all AComputer  Software@  (defined as all computer programs,
associated documentation, and copies thereof) that is so related.

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<PAGE>

     (e)  Goldfarb  will  assist  the  Company,  at the  Company=s  expense,  in
protecting any  intellectual  property rights that may be available  anywhere in
the world for such Company-Related Inventions, including signing U.S. or foreign
patent applications, oaths or declarations relating to such patent applications,
and similar documents.

     (f) To the extent that any  Company-Related  Invention  is  eligible  under
applicable  law to be deemed a Awork  made for hire,@ or  otherwise  to be owned
automatically  by the  Company,  it will be deemed as such,  without  additional
compensation  to  Goldfarb.  In some  jurisdictions,  Goldfarb may have a right,
title, or interest (ARight,@  including without limitation all right, title, and
interest   arising  under  patent  law,   copyright   law,   trade-secret   law,
semiconductor  chip  protection  law,  or  otherwise,  anywhere  in  the  world,
including  the  right  to sue for  present  or  past  infringement)  in  certain
Company-related Inventions that cannot be automatically owned by the Company. In
that case, if applicable law permits Goldfarb to assign  Goldfarb=s  Right(s) in
future Company-Related Inventions at this time, then Goldfarb hereby assigns any
and all  such  Right(s)  to the  Company,  without  additional  compensation  to
Goldfarb;  if not, then  Goldfarb  agrees to assign any and all such Right(s) in
any such future Company-Related Inventions to the Company or its nominee(s) upon
request, without additional compensation to Goldfarb.

     (g) To the extent that  Goldfarb  retains any so-called  Amoral  rights@ or
similar  rights in a  Company-Related  Invention  as a matter  of law,  Goldfarb
authorizes  the  Company or its  designee  to make any changes it desires to any
part of that  Company-Related  Invention;  to  combine  any such part with other
materials;  and to withhold  Goldfarb=s identity in connection with any business
operations  relating  to that  Company-Related  Invention;  in any case  without
additional compensation to Goldfarb.

     7.  Noncompetition.  As a  condition  to,  and  in  consideration  of,  the
Company's  entering into this  Agreement,  and giving Goldfarb access to certain
confidential and proprietary information,  which Goldfarb recognizes is valuable
to the Company and,  therefore,  its  protection and  maintenance  constitutes a
legitimate  interest to be  protected  by the  provisions  of this  Section 7 as
applied to Goldfarb and other employees similarly situated to Goldfarb, Goldfarb
hereby agrees as follows:

     (a) During, and for Aa reasonable period of time@ after any termination of,
the Employment,  and within Aa reasonable  territory,@  defined in Sections 7(b)
and 7(c), Goldfarb will not for any reason, directly or indirectly, by any means
or  device,  for  himself  or on behalf of or in  conjunction  with any  person,
partnership  or  corporation  (i) compete  with the Company in the  development,
operation  or  marketing  of an  Internet  portal  targeted  to the  Spanish  or
Portuguese  speaking  markets,  (ii)  solicit  any  customers  of the Company to
purchase the  products or services  which,  as of the date of such  termination,
would  compete  directly  with those  which were  offered by the Company or were
actively under development and as to which the Company has expended  significant
sums in developing  during the Employment or (iii) work on or develop,  directly
or indirectly,  for any competitor of the Company any Internet sites or services
similar  to  those  developed  or  offered  by  the  Company  during  Goldfarb=s
Employment.  The aforementioned  period of time specified in this paragraph will
be extended by the duration of any period when  Goldfarb is  committing  any act
prohibited by this Agreement.

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<PAGE>

     (b) As used in this  Agreement,  Aa  reasonable  period of time@  means one
year,  except as otherwise  provided herein.  If Goldfarb violates the covenants
set forth in Section 7(a),  and the Company  brings an action for  injunctive or
other  relief,  the  Company  shall not be  deprived  of the benefit of the full
reasonable period of time. Accordingly, the covenants set forth in the preceding
paragraph  shall be deemed to have a duration of the  reasonable  period of time
specified by this Agreement,  with such period  commencing upon the later of (i)
the  termination  of the  Employment  and (ii) if the Company brings a action to
enforce the covenants contained in Section 7(a), the date of entry by a court of
competent jurisdiction of a final judgment enforcing such covenants.

     (c) As used in this  Agreement,  Aa reasonable  territory@,  in view of the
international  nature of the  markets in which the Company  competes,  means the
United  States of America and any  foreign  market in which the  Company=s  site
operates  or  services  are  sold  during  the   Employment  or  are  reasonably
foreseeable to be sold during the reasonable period of time.

     (d) The  covenants  set forth in Section 7(a) will accrue to the benefit of
the Company, regardless of the reason(s) for the termination of the Employment.

     (e)  Goldfarb  acknowledges  that the  obligations  of this  Agreement  are
directly  related to the  Employment  and are necessary to protect the Company=s
legitimate business interests. Goldfarb acknowledges that the Company=s need for
the covenants  set forth in this  Agreement is based on the  following:  (i) the
substantial time, money and effort expended and to be expended by the Company in
developing   technical  designs,   marketing  plans  and  similar   confidential
information;  (ii) the fact that Goldfarb will be personally  entrusted with the
Company=s confidential and proprietary  information;  (iii) the fact that, after
having access to the Company=s  technology and other  confidential  information,
Goldfarb  could  become  a  competitor  of the  Company;  and  (iv)  the  highly
competitive  nature  of the  Company=s  industry,  including  the  premium  that
competitors  of the  Company  place on  acquiring  proprietary  and  competitive
information.

     (f)  Notwithstanding  the  foregoing,  Goldfarb  may  acquire an  ownership
interest,  directly  or  indirectly,  of not  more  than  5% of the  outstanding
securities of any corporation  which is engaged in a business  competitive  with
the Company and which is listed on any recognized  securities exchange or traded
in the over the  counter  market  in the  United  States;  provided,  that  such
investment is of a totally passive nature and does not involve Goldfarb devoting
time to the management or operations of such corporation.

     8. Employee  Handbooks,  Etc. From time to time, the Company may establish,
maintain and  distribute  employee  manuals or  handbooks  or  personnel  policy
manuals,  and officers or other  representatives of the Company may make written
or oral statements relating to personnel policies and procedures.  Such manuals,
handbooks and statements do not constitute a part of this Agreement.

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<PAGE>

     9. Legal Fees and  Expenses.  In the event of a  lawsuit,  arbitration,  or
other dispute-resolution  proceeding brought by Goldfarb to enforce the terms of
this Agreement,  the Company shall reimburse Goldfarb on a monthly basis for the
reasonable  attorneys=  fees and  expenses  incurred by him in such  proceeding;
provided,  however, that in the event Goldfarb does not prevail in such dispute,
he shall promptly  refund to the Company any legal fees and expenses paid to him
under the terms of this Section 9.

     10. Successors.

     (a) This  Agreement  shall inure to the benefit of and be binding  upon (i)
the Company and its  successors  and assigns and (ii)  Goldfarb  and  Goldfarb=s
heirs  and  legal   representatives,   except   that   Goldfarb=s   duties   and
responsibilities  under this Agreement are of a personal  nature and will not be
assignable or delegable in whole or in part.

     (b) The Company will require any successor (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 assume  expressly and agree 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. As used in this
Agreement,  Athe Company@ shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.

     11. Arbitration.

     (a)  Except  as set forth in  paragraph  (b) of this  Section  11 or to the
extent  prohibited by applicable law, any dispute,  controversy or claim arising
out of or relating to this  Agreement  will be submitted to binding  arbitration
before  a single  arbitrator  in  accordance  with the  National  Rules  for the
Resolution of Employment  Disputes of the American  Arbitration  Association  in
effect on the date of the demand for  arbitration.  The  arbitration  shall take
place before a single arbitrator who is mutually  acceptable to Goldfarb and the
Company,  who will preferably but not necessarily be a lawyer but who shall have
at least  five  years=  experience  in working  in or with  Internet  companies;
provided that if the parties cannot  reasonably agree as to an arbitrator,  each
party shall  select an  independent  arbitrator  and such two  arbitrators  will
determine the identity of a third arbitrator  before whom the arbitration  shall
take place.  Unless otherwise agreed by the parties,  the arbitration shall take
place in the city in which  Goldfarb=  principal  office space is located at the
time of the dispute or was located at the time of  termination of the Employment
(if  applicable).  The  arbitrator  is hereby  directed  to take all  reasonable
measures  not  inconsistent  with the  interests  of  justice to  expedite,  and
minimize the cost of, the arbitration proceedings.

     (b)  To  protect   Inventions,   trade  secrets,   or  other   confidential
information,  and/or to enforce the noncompetition  provisions of Section 7, the
Company may seek temporary, preliminary, and/or permanent injunctive relief in a
court of  competent  jurisdiction,  in each case,  without  waiving its right to
arbitration.

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<PAGE>


     (c) At the request of either  party,  the  arbitrator  may take any interim
measures s/he deems necessary with respect to the subject matter of the dispute,
including  measures for the  preservation of  confidentiality  set forth in this
Agreement.

     (d) Judgment upon the award  rendered by the  arbitrator  may be entered in
any court having jurisdiction.

     12. Indemnification.

     (a)  The  Company  agrees  that if the  Employee  is  made a  party,  or is
threatened to be made a party, to any action, suit or proceeding, whether civil,
criminal,  administrative  or investigative (a  "Proceeding"),  by reason of the
fact that he is or was a  director,  officer or employee of the Company or is or
was  serving at the  request  of the  Company as a  director,  officer,  member,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise,  including  service with respect to employee  benefit  plans,
whether or not the basis of such Proceeding is the Employee's  alleged action in
an official capacity while serving as a director,  officer,  member, employee or
agent, the Employee shall be indemnified and held harmless by the Company to the
fullest  extent  permitted  or  authorized  by  the  Company's   certificate  of
incorporation  or bylaws or, if greater,  by the laws of the State of  Delaware,
against all cost,  expense,  liability and loss (including,  without limitation,
attorney's fees,  judgments,  fines, ERISA excise taxes or penalties and amounts
paid  or to be  paid in  settlement)  reasonably  incurred  or  suffered  by the
Employee in connection therewith,  and such indemnification shall continue as to
the Employee even if he has ceased to be a director,  member,  employee or agent
of the Company or other entity and shall inure to the benefit of the  Employee's
heirs,  executors and administrators.  The Company shall advance to the Employee
all  reasonable  costs  and  expenses  incurred  by  him  in  connection  with a
Proceeding  within 20 days after receipt by the Company of a written request for
such advance. Such request shall include an undertaking by the Employee to repay
the amount of such advance if it shall  ultimately be determined  that he is not
entitled to be indemnified against such costs and expenses.

     (b) Neither the failure of the Company  (including  its board of directors,
independent legal counsel or stockholders) to have made a determination prior to
the commencement of any proceeding  concerning payment of amounts claimed by the
Employee  under  Section  15(a) that  indemnification  of the Employee is proper
because he has met the applicable  standard of conduct,  nor a determination  by
the Company  (including  its board of  directors,  independent  legal counsel or
stockholders) that the Employee has not met such applicable standard of conduct,
shall create a presumption that the Employee has not met the applicable standard
of conduct.

     (c) The Company  agrees to continue and maintain a directors' and officers'
liability insurance policy covering the Employee to the fullest extent permitted
by the Company's bylaws and applicable law.

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<PAGE>

     13.  Mitigation.  The Employee shall have no duty to mitigate the amount of
any payment or benefit  provided  hereunder by seeking  alternative or accepting
employment  following his  termination  of employment  with the Company.  To the
extent that the  Employee  obtains or  undertakes  other  employment  during the
period,  no payments due  hereunder  shall be subject to reduction in respect of
any  compensation  received from such  employment  or otherwise,  nor shall such
payments be subject to offset for any reason.

     14. Other Provisions.

     (a)  Goldfarb  represents  that  he  has  no  obligations,  contractual  or
otherwise, inconsistent with Goldfarb obligations set forth in this Agreement.

     (b) All notices and  statements  with respect to this  Agreement must be in
writing.  Notices to the Company shall be delivered to the Chairman of the Board
or any vice president of the Company.  Notices to Goldfarb shall be delivered to
Goldfarb in person or to  Goldfarb's  attorney  as  indicated  in the  Company=s
records.

     (c)  This  Agreement  sets  forth  the  entire  agreement  of  the  parties
concerning the subjects covered herein;  there are no promises,  understandings,
representations,  or warranties of any kind concerning  those subjects except as
expressly set forth in this Agreement.

     (d) Any modification of this Agreement must be in writing and signed by all
parties;  any  attempt  to modify  this  Agreement,  orally or in  writing,  not
executed by all parties will be void.

     (e) If any provision of this  Agreement,  or its  application  to anyone or
under any  circumstances,  is adjudicated to be invalid or  unenforceable in any
jurisdiction,  such  invalidity  or  unenforceability  will not affect any other
provision or application of this Agreement which can be given effect without the
invalid or  unenforceable  provision or  application  and will not invalidate or
render unenforceable such provision or application in any other jurisdiction.

     (f) This Agreement will be governed and  interpreted  under the laws of the
United States of America and of the State of Florida law as applied to contracts
made and carried out in Florida by residents of Florida.

     (g) No failure on the part of any party to enforce any  provisions  of this
Agreement will act as a waiver of the right to enforce that provision.

     (h) Termination of the Employment,  with or without cause,  will not affect
the continued enforceability of this Agreement.

     (i) Section headings are for convenience only and shall not define or limit
the provisions of this Agreement.

     (j) This Agreement may be executed in several  counterparts,  each of which
is an original.  It shall not be necessary in making proof of this  Agreement or
any counterpart hereof to produce or account for any of the other  counterparts.
A copy of this Agreement signed by one party and faxed to another party shall be
deemed to have been  executed and  delivered  by the signing  party as though an
original.  A photocopy of this  Agreement  shall be effective as an original for
all purposes.

                                       10
<PAGE>

     This  Agreement  contains  provisions   requiring  binding  arbitration  of
disputes.  By signing this Agreement,  Goldfarb  acknowledges that he or she (i)
has read and  understood  the entire  Agreement;  (ii) has received a copy of it
(iii) has had the  opportunity  to ask  questions  and consult  counsel or other
advisors about its terms; and (iv) agrees to be bound by it.

Executed May ____, 2000 to be effective as of the Effective Date.

Fusion Networks Holdings, Inc.


By:________________________
     Signature

___________________________
Printed name

___________________________
Title


Employee

___________________________
Signature

                                       11
<PAGE>


                                   Schedule 1


Effective Date           Upon approval by the Board of Directors of the Company

Office / Position        President and Chief Executive Officer

Initial Salary           $225,000 per year

Signing Bonus            $25,000 to be paid upon execution of this Agreement

Minimum Annual Vacation  15 days per year

Specific Benefits        Goldfarb  shall be entitled to a grant of 1,000,000
                         five year stock options  exercisable  at the closing
                         price of the Company's common stock on the Effective
                         Date. The options will vest 25% on each of the first
                         three  anniversaries  of the Effective Date. The
                         remaining 25%, or 250,000 options, will vest as
                         follows:  (i) 5%, or 50,000  options,  will vest
                         three months  after the  Effective Date,  if, and
                         only if, the  Company's  common  stock closes at or
                         above $5.00 per share on that date and the average
                         closing  price of the stock has been $5.00 or more
                         for the 20 trading days ending on that date, (ii) an
                         additional 5%, or 50,000  options,  will vest six
                         months after the Effective  Date, if, and only if,
                         the Company's  common stock closes at or above $8.00
                         per share on that  date and the  average  closing
                         price of the  stock  has been  $8.00 or more for the
                         20 trading days ending on that date,  and (iii) the
                         remaining 15%, or 150,000  options,  will vest, in
                         part or in whole,  twelve months after the Effective
                         Date based on  satisfaction  of criteria established
                         by the Board regarding  achievement of business and
                         performance  criteria agreed to on or before the
                         Effective Date.

Other                    None