EMPLOYMENT AGREEMENT

         This  Employment  Agreement  dated as of December 3, 1999  (hereinafter
referred to as "Agreement")  is entered into by and between  Merchantonline.com,
Inc.   (hereinafter  referred  to  as  the  "Company")  and  Tarek  S.  Kirschen
(hereinafter referred to as "Executive").

         WHEREAS, the Company employs Executive in the capacity of President and
Chief  Executive   Officer  and  desires  to  modify  the  existing   employment
arrangement; and

         WHEREAS,  the  Company  and  Executive  desire  to set  forth  in  this
Agreement all of the terms and conditions of said employment, and to establish a
mechanism to resolve disputes relating to said employment;

         NOW, THEREFORE, in consideration of the mutual promises and obligations
contained in this Agreement, the Company and Executive agree as follows:

         1.   TERM OF EMPLOYMENT.  This  Agreement is effective  January 1, 2000
(the "Effective Date"), and will automatically  terminate without further notice
at 5:00 p.m. on December 31, 2004.

         2.   DUTIES AND RESPONSIBILITIES.  The Company hereby employs Executive
as  President  and Chief  Executive  Officer with such powers and duties in that
capacity  as may be  established  from  time  to  time  by  the  Company  in its
discretion. Executive will devote his entire time, attention and energies to the
Company's  business.  During his  employment,  Executive  will not engage in any
other  business  activities,  regardless of whether such activity is pursued for
profits, gains, or other pecuniary advantage. However, nothing in this Agreement
shall prevent Executive from passively  investing in business activities so long
as such investments require no active participation by Executive.

         3.   COMPENSATION.

         (a)      BASE  SALARY.   The  Company  promises  to  pay  Executive  an
         annualized base salary of $250,000, less applicable deductions, payable
         in installments according to the Company's normal payroll practices.

         (b)      SALARY  INCREASES:  Executive's  base  salary will be adjusted
         upward on January 1 of each subsequent year by the twelve month average
         of the Consumer Price Index ("CPI") for the preceding year. The minimum
         CPI adjustment  will be three percent (3%) per year and the maximum CPI
         adjustment will be six percent (6%) per year.

         (c)      BONUSES:  During  the term of this  Agreement,  the  Executive
         shall  receive an annual  bonus from the Company of each year,  in such
         amount  as  shall,  from time to time,  be  determined  by the Board of
         Directors  of the  Company,  in its good faith  discretion.  Also,  the
         Executive  shall  receive  a  bonus,  as  determined  by the  Board  of
         Directors,  for any and all acquisitions or mergers  consummated by the
         Company.

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         (d)      VACATION.  Executive shall be entitled to reasonable vacations
         during  each  year of the Term,  the time and  duration  thereof  to be
         determined by mutual agreement between Executive and the Company.

         (e)      STOCK  OPTIONS.  On the date of this  Agreement,  the  Company
         shall grant to  Executive  stock  options to purchase an  aggregate  of
         1,500,000  shares of common stock at an exercise price equal to $2.00 ,
         which  is the  fair  market  value  on the  date of this  agreement  as
         reported by the OTC Bulletin Board on that date. The options shall vest
         300,000 options on December 3 of each year commencing December 3, 2000,
         assuming that Executive  remains  employed by Company on the dates that
         the options are to be deemed vested. In the event that Executive is not
         employed by Company on dates that the options are to be deemed  vested,
         regardless  of the  reason for his  separation  from the  Company,  the
         options that are not vested  shall  immediately  terminate  and expire.
         There will be no  "pro-rated"  vesting of any options for the period in
         which Executive ceases to be employed by Company.  The vesting schedule
         will be as follows:  300,000  options  shall vest on December 3 of each
         year commencing December 3, 2000. Executive will have five (5) years to
         exercise all vested options.

         (f)      EXPENSES. The Company shall pay or reimburse the Executive for
         all reasonable  expenses which are actually  incurred or paid by him in
         the performance of his service hereunder.

         (g)      AUTOMOBILE.  The Company shall provide Executive with a luxury
         or comparable automobile,  including maintenance,  which may be used by
         Executive  for both personal and business  purposes  during the term of
         his  employment.  A new  vehicle  shall be  provided by the Company for
         Executive at three-year intervals.

         (h)      MEMBERSHIPS.  Company shall pay for Executive all  appropriate
         professional and associate membership dues necessary or appropriate for
         fulfillment  of Executive's  responsibilities  under this Agreement and
         agree to  provide  an annual  allowance  of not in excess of $3,500 for
         payment of social club memberships.

         (i)      PROFESSIONAL SEMINARS.  Company shall afford Executive with 12
         compensated  days  annually for the purpose of  attending  professional
         seminars  necessary to enable Executive to obtain and maintain licenses
         and  certification  related  to his  employment.  Company  will pay all
         reasonable  travel,  food and lodging costs  associated  with attending
         such seminars.

         (j)      INSURANCE.  The  Executive  agrees  to allow  the  Company  to
         provide  "Key-Man"  Life  Insurance.  The  Insurance  will be at  least
         $2,000,000,  with at least  $1,000,000 of Universal  Life or equivalent
         type,  and  will  be  paid  by the  Company.  The  Company  will be the
         beneficiary of said policy,  but the cash surrender value  accumulated,
         if any, will belong to the Executive.

         (k)      OTHER  BENEFITS.  Executive will be entitled to participate in
         any group health,  life or disability plan and is entitled to any other
         benefits  that  the  Company  may  maintain  from  time to time for all
         employees,  provided that Executive  meets the  respective  eligibility
         requirements.

         4.   INABILITY  TO  PERFORM  JOB  DUTIES.  In the event of  Executive's
death,  this  Agreement  and  the  Executive's  salary  and  compensation  shall
automatically  end. If Executive becomes unable to perform his employment duties

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during the term of this Agreement for any reason,  his  compensation  under this
Agreement shall  automatically  end until such time as Executive becomes able to
resume his job  duties for the  Company.  In the event  that  Executive  becomes
unable to perform his employment  duties for a cumulative period of greater than
twelve (12) weeks  within any span of twelve (12)  months,  this  Agreement  and
Executive's employment will be automatically terminated.

         5.   TERMINATION  BY COMPANY FOR CAUSE.  The Company may terminate this
Agreement,  and Executive's  employment "for cause" at any time. As used herein,
"for cause" shall mean any one of the following:

         o        The  habitual  neglect  by  Executive  of his job  duties  and
                  responsibilities; or

         o        Conviction of any crime, excluding minor traffic offenses; or

         o        Commission  of a  serious  violation  of any of the  Company's
                  personnel policies, including but not limited to violations of
                  the Company's policies against any form of harassment; or

         o        Any act or  omission  deemed as  grounds  for  termination  of
                  employees as set forth in the Company's  personnel policies in
                  existence at the time; or

         o        A material breach of this Agreement.

In  the  event  the  Company  terminates   Executive's   employment  for  cause,
Executive's salary and other compensation shall  automatically  terminate and be
forfeited.

         6.   TERMINATION OF AGREEMENT BY COMPANY  WITHOUT CAUSE OR BY EXECUTIVE
WITH CAUSE. The Company may terminate this Agreement and Executive's  employment
without  cause at any time  upon  thirty  (30)  days  prior  written  notice  to
Executive. The Executive may terminate this Agreement and Executive's employment
without  cause at any time upon  thirty  (30) days prior  written  notice to the
Company upon a material  breach of this  Agreement by the Company.  In each such
event, the Company will pay to Executive a severance  payment of an amount equal
to 299% of his  then-current  base  salary,  less  taxes  and  other  applicable
withholding amounts.

         7.   TERMINATION  OF AGREEMENT BY  EXECUTIVE.  Executive  may terminate
this  Agreement and his  employment  with the Company  without cause upon thirty
(30) days prior  written  notice to the  Company.  Executive  may be required to
perform his job duties and will be paid his regular salary up to the date of the
termination.  At the option of the Company, the Company may require Executive to
terminate employment upon receiving said thirty (30) days' notice from Executive
of the  termination of this  Agreement.  In such event,  the Company will pay to
Executive  an amount  equal to thirty  (30)  calendar  days of his base  salary.
Executive  will not be entitled to receive any other  compensation  or severance
allowance under this Agreement.

         8.   CHANGE OF  CONTROL.  (a) For the  purposes  of this  Agreement,  a
"Change  of  Control"  shall be deemed to have taken  place if: (i) any  person,

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including a "group" as defined in Section  13(d)(3) of the  Securities  Exchange
Act of 1934,  as amended (but  excluding  Executive  and members of his family),
becomes the owner or beneficial owner of Company  securities,  after the date of
this  Agreement,  having 50% or more of the  combined  voting  power of the then
outstanding  securities  of the  Company  that may be cast for the  election  of
directors  of the Company  (other than as a result of an issuance of  securities
initiated by the Company,  or open market  purchases  approved by the Board,  as
long as the majority of the Board approving the purchases is the majority at the
time the  purchases  are made),  or (ii) the persons who were  directors  of the
Company  before such  transactions  shall cease to  constitute a majority of the
Board,  or any successor to the Company,  as the direct or indirect result of or
in connection with, any cash tender or exchange offer,  merger or other business
combination,  sale of assets or contested  election,  or any  combination of the
foregoing transactions.

                  (b)  During  the  remaining  term  hereof  after the Change of
Control Date, the Company (or subsidiary)  will (i) continue to pay Executive at
not less than the Base Salary on the Change of Control Date,  (ii) pay Executive
bonuses in amounts not less in amount than those paid during the 12 month period
preceding  the Change of  Control  Date,  and (iii)  continue  employee  benefit
programs as to  Executive at levels in effect on the Change of Control Date (but
subject  to such  reductions  as may be  required  to  maintain  such  plans  in
compliance with applicable federal law regulating employee benefit programs).

                  (c) If during the  remaining  term hereof  after the Change of
Control  Date (i)  Executive's  employment  is  terminated  by the  Company  (or
subsidiary),  or  (ii)  there  shall  have  occurred  a  material  reduction  in
Executive's compensation or employment related benefits, or a material change in
Executive's status, working conditions,  management  responsibilities or titles,
and Executive voluntarily terminates his relationship with the Company within 60
days of any  such  occurrence,  or the  last in a series  of  occurrences,  then
Executive  shall be  entitled to  receive,  a lump sum payment  equal to 299% of
Executive's  Base  Salary.  Such  amount  will be paid to  Executive  within  15
business days after his termination of affiliation with the Company.

         9.   COOPERATION.  Upon  the  termination  of  this  Agreement  for any
reason,  Executive  agrees to  cooperate  with the Company in effecting a smooth
transition  of the  management  of the  Company  with  respect to the duties and
responsibilities  which  Executive  performed  for the Company.  Further,  after
termination  of this  Agreement,  Executive  will furnish such  information  and
proper assistance to the Company as it may reasonably require in connection with
any  prior  business  arrangements  in which  Executive  was  involved,  and any
litigation to which the Company is or may become party.

         10.  COVENANT NOT TO COMPETE.  During the term of this  Agreement,  and
for two (2) years  after its  termination,  Executive  promises  and agrees that
she/he will not enter into any employment or business relationship (whether as a
principal, agent, partner, employee,  investor, owner, consultant,  board member
or otherwise)  with any company,  business  organization  or individual  that is
engaged in the same or similar business as that conducted by the Company or with
any other business that competes with the Company.  This Section 10 is effective
regardless of the reason for the  termination of the Agreement and regardless of
whether the  Agreement is  terminated  by the  Executive  or the  Company.  This
restrictive  covenant  may be assigned to and  enforced by any of the  Company's
assignees or successors.

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         11.  AGREEMENT NOT TO USE OR DISCLOSE TRADE SECRETS. During the term of
this Agreement and a period of five (5) years thereafter, Executive promises and
agrees  that he/she will not  disclose  or utilize  any trade  secrets  acquired
during the course of  service  with the  Company  and/or  its  related  business
entities.  As used herein,  "trade secret" refers to the whole or any portion or
phase of any formula, pattern, device, combination of devices, or compilation of
information  which is for use, or is used,  in the  operation  of the  Company's
business  and which  provides the Company an  advantage,  or an  opportunity  to
obtain an advantage,  over those who do not know or use it. "Trade  secret" also
includes any scientific,  technical,  or commercial  information,  including any
design, list of suppliers,  list of customers, as well as pricing information or
methodology,  contractual  arrangements  with  vendors  or  suppliers,  business
development plans or activities, or Company financial information.  This Section
11 is effective  regardless of the reason for the  termination  of the Agreement
and  regardless of whether the Agreement is  terminated  by the  Executive,  the
Company or by its own terms.  This  restrictive  covenant may be assigned to and
enforced by any of the Company's assignees or successors.

         12.  AGREEMENT  NOT TO  USE OR  DISCLOSE  CONFIDENTIAL  OR  PROPRIETARY
INFORMATION.  During  the term of this  Agreement  and a period of two (2) years
thereafter,  Executive  promises  and agrees that  he/she  will not  disclose or
utilize any confidential or proprietary  information  acquired during the course
of service  with the Company  and/or its related  business  entities,  Executive
shall not divulge,  communicate,  use to the detriment of the Company or for the
benefit of any other person or persons,  or misuse in any way, any  confidential
or  proprietary  information  pertaining  to the  business of the  Company.  Any
confidential  or proprietary  information  or data now or hereafter  acquired by
Executive with respect to the business of the Company (which shall include,  but
not be limited to,  information  concerning the Company's  financial  condition,
prospects,  technology,  customers,  suppliers,  methods of doing  business  and
promotion of the Company's  products and  services)  shall be deemed a valuable,
special  and unique  asset of the  Company  that is  received  by  Executive  in
confidence and as a fiduciary.  For purposes of this Agreement "confidential and
proprietary   information"  means  information   disclosed  to  Executive  as  a
consequence of or through his employment by the Company  (including  information
conceived,  originated,  discovered or developed by Executive) prior to or after
the date  hereof  and not  generally  known or in the public  domain,  about the
Company or its business.  This Section 12 is effective  regardless of the reason
for the  termination of the Agreement and regardless of whether the Agreement is
terminated by the Executive,  the Company or by its own terms.  This restrictive
covenant  may be assigned to and enforced by any of the  Company's  assignees or
successors.

         13.  AGREEMENT NOT TO HIRE COMPANY EXECUTIVES.  If Executive leaves the
employ of the Company or  terminates  this  Agreement,  Executive  promises  and
agrees that,  during the two (2) years following his departure from the Company,
Executive  will not,  without the express  written  permission  of the  Company,
directly or  indirectly  employ as a  consultant  or employee  any person who is
employed as a consultant  or employee of the Company at the time of  Executive's
termination,  or any person who was an  employee  or  consultant  of the Company
during the six months  preceding  Executive's  termination.  This  Section 13 is
effective  regardless  of the reason for the  termination  of the  Agreement and
regardless of whether the Agreement is terminated by the Executive,  the Company

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or by its own terms.  This restrictive  covenant may be assigned to and enforced
by any of the Company's assignees or successors.

         14.  INJUNCTIVE  RELIEF.  In recognition  of the unique  services to be
performed by Executive  and the  possibility  that any violation by Executive of
Section 10,  Section 11,  Section 12 or Section 13 of this  Agreement  may cause
irreparable or indeterminate  damage or injury to Company,  Executive  expressly
stipulates  and agrees that the Company  shall be  entitled,  upon ten (10) days
written notice to Executive, to obtain an injunction from any court of competent
jurisdiction   restraining  any  violation  or  threatened   violation  of  this
Agreement.  Such  right to an  injunction  shall be in  addition  to, and not in
limitation of, any other rights or remedies the Company may have for damages.

         15.  JUDICIAL  MODIFICATION  OF  AGREEMENT.  The Company and  Executive
specifically agree that a court of competent jurisdiction (or an arbitrator,  as
appropriate)  may modify or amend Section 10,  Section 11, Section 12 or Section
13 of this  Agreement if  absolutely  necessary to conform with  relevant law or
binding  judicial  decisions in effect at the time the Company  seeks to enforce
any or all of said provisions.

         16.  RESOLUTION OF DISPUTES BY  ARBITRATION.  Any claim or  controversy
that arises out of or relates to Executive's employment,  this Agreement, or the
breach of this  Agreement,  will be resolved by arbitration in Palm Beach County
in accordance with the rules of the American Arbitration  Association.  Judgment
upon the award rendered by the arbitrator may be entered in any court possessing
jurisdiction over arbitration  awards.  This Section shall not limit or restrict
the Company's  right to obtain  injunctive  relief for violations of Section 10,
Section 11,  Section 12 or Section 13 of this  Agreement  directly  from a court
under Section 14 of this Agreement. Each party shall be required to bear its own
costs and attorney's fees incurred in any arbitration arising out of Executive's
employment, this Agreement, or the breach of this Agreement.

         17.  ADEQUATE  CONSIDERATION.   Executive  expressly  agrees  that  the
Company has provided  adequate,  reasonable  consideration  for the  obligations
imposed upon him in this Agreement.

         18.  ENTIRE  AGREEMENT.  This Agreement sets forth the entire agreement
between the  parties,  and  supersedes  any prior  agreements  or  understanding
between  the  Company  and  Executive.  This  Agreement  may be amended  only in
writing, signed by both parties.

         19.  LIMITED  EFFECT OF  WAIVER BY  COMPANY.  If the  Company  waives a
breach of any  provision of this  Agreement by  Executive,  that waiver will not
operate or be construed as a waiver of later breaches by Executive.

         20.  SEVERABILITY.  If any provision of this  Agreement is held invalid
for any  reason,  such  invalidity  shall not affect the  enforceability  of the
remainder of this Agreement.

         21.  ASSUMPTION OF AGREEMENT BY COMPANY'S  SUCCESSORS  AND ASSIGNS.  At
the Company's  sole option,  the  Company's  rights and  obligations  under this

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Agreement will inure to the benefit and be binding upon the Company's successors
and  assigns.  Executive  may not assign his rights and  obligations  under this
Agreement.

         22.  APPLICABLE  LAW.   Executive  and  the  Company  agree  that  this
Agreement shall be subject to, and enforceable  under,  the laws of the State of
Florida.

         IN WITNESS WHEREOF, the parties have executed this Employment Agreement
on December 3, 1999.

COMPANY                                      EXECUTIVE


By:  /s/ ANGEL RODRIQUEZ                     By:  /s/ TAREK KIRSCHEN
     -------------------------------              ------------------------------


/s/ BARBARA MENDELSON                        /s/ JANICE STITT
------------------------------------         -----------------------------------
Witness                                      Witness