EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT (the "Agreement")  effective as of the 15th day of
November,  1999  between  OPEN  DOOR  ONLINE,  INC.,  a New  Jersey  corporation
(together  with  its   successors   and  assigns   referred  to  herein  as  the
"Corporation"),  with principal  executive  offices located at 46 Old Flat River
Road,  Coventry,  Rhode Island 02816;  and THOMAS CARLEY,  residing at 40 Wilson
St., West warwick, RI 02893 (the "Executive").

                               W I T N E S E T H:

         WHEREAS,  the  Corporation  desires  to  employ  Executive  as the Vice
President to engage in such  activities  and to render such  services  under the
terms and  conditions  hereof and has  authorized  and approved the execution of
this Agreement; and

         WHEREAS,  Executive desires to be employed by the Corporation under the
terms and conditions hereinafter provided;

         NOW,   THEREFORE,   in   consideration  of  the  mutual  covenants  and
undertakings herein contained, the parties agree as follows:

1. Employment, Duties and Acceptance.

         1.1 Services.  The Corporation hereby employs  Executive,  for the Term
(as hereinafter defined in Section 2 hereof), to render services to the business
and affairs of the  Corporation in the office  referenced in the recitals hereof
and, in connection therewith, shall perform such duties as directed by the Board
of Directors of the Corporation from time to time, in its reasonable discretion,
and  shall  perform  such  other  duties  as  shall  be   consistent   with  the
responsibilities of such office  (collectively the "Services").  Executive shall
perform  activities related to such office as he shall reasonably be directed or
requested  to so perform by the  Corporation's  Board of  Directors,  to whom he
shall  report.  Executive  shall use his best  efforts,  skill and  abilities to
promote the interests of the Corporation and its subsidiaries.

         1.2 Acceptance.  Executive hereby accepts such employment and agrees to
render the Services.

         1.3  Representations  of the  Executive.  The Executive  represents and
warrants to the  Corporation  that his execution and delivery of this Agreement,
his  performance  of the  Services  hereunder  and the  observance  of his other
obligations  contemplated  hereby  will not (i)  violate  any  provisions  of or
require the consent or approval of any party to any agreement,  letter of intent
or other  document to which he is a party or (ii)  violate or conflict  with any
arbitration award,  judgment or decree or other restriction of any kind to or by
which he is subject or bound.

         1.4 Executive's  Ability to Contract.  Notwithstanding  anything herein
contained to the contrary,  executive shall have the right to make any contracts
or commitments  on behalf of the division the Executive  operates as long as the
Executive holds the position  described above.  Ratification of this contract by
the Board of Directors  authorizes  the  Executive  right to  negotiate  for all
normal business  contracts up to $50,000 per contract,  per annum in conjunction
with and  approval by the  President  of the Company.  All other  agreements  in
excess of these  amounts or requiring  commitment  of company  stock require the
express consent of the Board of Directors.

2. Term of Employment.

         The term of  Executive's  employment  under this Agreement (the "Term")
shall  commence on November  15, 1999 and shall  terminate on November 14, 2002,
unless  sooner  terminated  pursuant  to  Sections  9 or 5.2 of this  Agreement;
provided,  however,  if the Corporation  shall fail to give Executive  notice of
non-renewal not less than 90 days prior to the scheduled  expiration of the Term
hereof,  the Term shall  automatically  be extended for an additional  three (3)
year period.  Notwithstanding  anything to the contrary  contained  herein,  the
provisions of this Agreement  governing  Protection of Confidential  Information
shall continue in effect as specified in Section 10 hereof.

3.  Base Salary, Expense Reimbursement and Stock Options.

         3.1  Base  Salary.  During  the  Term,  as  full  compensation  for the
Services,  the Corporation  agrees to pay Executive a minimum base salary ("Base
Salary") at the annual rate of $95,000 for the period from  November 15, 1999 to
December 31,  2000.  Such Base Salary shall be (i)  increased  thirteen  percent
(13%)  annually  effective  January  1st of each  year  during  the term of this
Agreement, except in year one, (ii) reviewed periodically for possible increases
promptly  after  each  future  acquisition  by  the  Corporation  of  any  other
corporation or business or other material increase in the Corporation's revenues
or scope of the  Corporation's  business  and (iii)  renegotiated  in good faith
effective as of July 15, 2002 for possible increase based upon the Corporation's
historical performance and projections for future performance.  Such Base Salary
shall be subject to withholding and other applicable  taxes,  payable during the
term of this Agreement in accordance with the  Corporation's  customary  payment
practices, but not less frequently than monthly.

         3.2 Business Expense Reimbursement. Upon submission to, and approval by
an  officer  of the  Corporation  designated  by the Board of  Directors  of the
Corporation,  of a statement of expenses,  reports, vouchers or other supporting
information,   which  approval  shall  be  granted  or  withheld  based  on  the
Corporation's  policies in effect at such time, the  Corporation  shall promptly
reimburse  Executive for all reasonable  business  expenses actually incurred or
paid by him  during  the Term or  renewals  thereof  in the  performance  of the
Services, including, but not limited to, expenses for entertainment,  travel and
similar items.

         3.3 Stock  Option  Agreement.  In  addition  to the salary  hereinabove
provided,  the Executive  shall be granted  options to purchase 25,000 shares of
the  Corporation's  Common Stock as of January 1 of each year during the Term of
this  Agreement at an exercise  price equal to to average of the closing bid and
asked  price  of  the  Corporation's  Common  Stock  during  month  of  December
immediately preceeding said January 1, pursuant to the terms of the Stock Option
Agreement  between  the  Corporation  and the  Executive  executed  concurrently
herewith.

4.  Profit Sharing.

         4.1  Profit  Sharing  Amount.  In  order to  provide  performance-based
incentive  compensation to the Executive,  the Corporation  hereby agrees to pay
the Executive,  in addition to the Base Salary set forth in Section 3 hereof,  a
minimum  cash bonus in  respect  of each  fiscal  year  during  the  Executive's
employment  hereunder  (the  "Bonus")  equal to the  Applicable  Percentage  (as
defined below) of the Net Pre-Tax Income (as defined below) of the  Corporation.
For purposes hereof,  the Applicable  Percentage shall equal (a) 1.0% if the Net
Pre-Tax Income of the  Corporation  is less than  $2,500,000 (b) 2.0% if the Net
Pre-Tax  Income  of the  Corporation  is at  least  $2,500,000,  but  less  than
$3,500,000;  (c) 2.50% if the Net Pre-Tax Income of the  Corporation is at least
$3,500,001,  but less than $5,000,000; and (d) 3.0% if the Net Pre-Tax Income of
the Corporation is at least $5,000,001.

         4.2 Net Pre-Tax Income of the Corporation. For purposes hereof, the Net
Pre-Tax Income of the Corporation shall be the amount determined by the Board of
Directors  of  the  Corporation,   after   consultation   with  the  independent
accountants of the Corporation,  to be the Net Pre-Tax Income of the Corporation
with respect to a given fiscal year,  which amount shall be determined  based on
the financial  statements of the  Corporation  (a) in a manner  consistent  with
generally  accepted  accounting  principles,  (b)  with  regard  solely  to  the
Corporation  and  its  subsidiaries,  (c) so as to  exclude  the  effect  of any
elimination  of  interCorporation  transfers  applied with respect to any entity
which is not a subsidiary of the Corporation,  (d) after adding back any charges
for  management  consulting  or corporate  services or payments  with respect to
non-competition  agreements  which may be paid to  persons  who are  subject  to
reporting obligations with respect to the Corporation under Section 16(a) of the
Securities  Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  or their
affiliates (other than the Corporation and its subsidiaries),  (e) having regard
to such other matters,  if any, as the Board of Directors of the Corporation may
determine to be equitable to consider and (f) without giving effect to any Bonus
paid pursuant to this Section 4.2. The  determination  of the Board of Directors
of the  Corporation  shall be final,  conclusive  and binding for all  purposes,
absent manifest error.

         4.3  Determination  and Payment.  The  determination  of the Applicable
Percentage, of the Net Pre-Tax Income and of the extent to which any Bonus under
this Section 4 may be payable (the "Final Determination") shall be determined by
the Board of Directors (or a subcommittee thereof appointed for such purpose) of
the  Corporation  in  accordance  with the terms hereof  based on the  financial
statements of the  Corporation and the criteria set forth herein with respect to
each fiscal year. Such Final Determination with respect to any fiscal year shall
be made promptly,  and in any event within 15 days,  after the  Corporation  has
filed its  Annual  Report on Form  10-K for each  year with the  Securities  and
Exchange  Commission.  Within 45 days after the end of the Corporation's  fiscal
year, based on the preliminary  results of the Corporation for such fiscal year,
the Corporation  shall pay the Executive an amount equal to 60% of the estimated
minimum  cash  Bonus  based on such  preliminary  results.  The  balance  of the
definitive  Bonus so determined,  if any, shall be payable to the Executive in a
single lump sum no later than thirty days after the Final Determination has been
made.  In any event,  all matters  pertaining to the Bonus and to the payment of
any Bonus to the Executive  hereunder,  shall be administered  and determined by
the Board of Directors (or a subcommittee thereof appointed for such purpose) in
its reasonable discretion consistent with the terms hereof, the determination of
which shall be final,  conclusive and binding for all purposes,  absent manifest
error.

         4.4 Bonus.  The Board of Directors,  at its discretion shall be allowed
to provide an additional bonus in excess of the remuneration already included.

         4.5 Partial Years.  Notwithstanding  anything  contained  herein to the
contrary,  no Bonus under this Section 4 shall be deemed  earned or payable with
respect to any  fiscal  year  during  which this  Agreement  or the  Executive's
employment  is  terminated  by the  Corporation  for  Cause  (as  such  term  is
hereinafter defined).

4.6  Nothing  in this  Section  4 shall  be  construed  as  conferring  upon the
Executive any right (i) normally associated with the ownership of capital stock;
(ii) to  continue  in the  employ of the  Corporation  or any  affiliate  of the
Corporation;  or (iii) to interfere in any way with the right of the Corporation
to terminate this Agreement in accordance with the provisions hereof. Nothing in
this  Agreement  shall be  construed  to imply that any  specific  assets of the
Corporation  have been set aside to provide for payments  under this  Agreement.
Any payments  under this  Agreement  shall be made solely from general assets of
the Corporation existing at the time such payments are due.

5.  Severance Upon Termination.

         5.1  Termination.  In the event that Executive's  employment  hereunder
shall be terminated by the Corporation  without Cause (as defined in Section 9.3
hereof) or by the  Executive  for Good Reason (as defined in Section 9.5 hereof)
or upon a Change in Control (as defined in Section 9.6 hereof) or upon the death
or Disability  (as defined in Section 9.2) of Executive at any time prior to the
end  of  the  Term,  the  Executive  shall  be  entitled  to  receive  from  the
Corporation, in addition to any Base Salary earned to the date of termination, a
severance  payment in an amount  equal to the  greater of (i) the balance of the
Executive's  Base Salary due through the balance of the Term of this  Agreement.
The amounts due hereunder shall be payable, in lump sum of the effective date of
termination,  without  offset or defense or any  obligation  of the Executive to
mitigate damages.

6. Additional Benefits.

         6.1 In General. In addition to the compensation,  bonuses, expenses and
other  benefits to be paid under  Sections 3, 4 and 5 hereof,  Executive will be
entitled to all rights and  benefits  for which he shall be  eligible  under any
insurance,  health and medical,  incentive,  bonus,  profit-sharing,  pension or
other extra  compensation or "fringe"  benefit plan of the Corporation or any of
its  subsidiaries  now  existing  or  hereafter  adopted  for the benefit of the
executives or employees  generally of the  Corporation.  The  provisions of this
Agreement which  incorporate  employee benefit packages shall change as and when
such employee benefit  packages  change.  In the event that the Corporation does
not  provide  family  health  and  medical  insurance  for  the  benefit  of the
executives and employees  generally of the  Corporation,  the Corporation  shall
provide  Executive  and pay the all costs  associated  with  family  health  and
medical  insurance  for the benefit of Executive as selected by Executive in his
sole discretion.

         6.2  Automobile.  The  Corporation  shall pay to the Executive $300 per
month, plus all expenses including insurance, repairs and maintenance, and fuel.

         6.3 Life and Disability  Insurance.  The Corporation  shall provide the
Executive  with (i) a policy of term life  insurance  in an amount  equal to not
less than  three (3) times his annual  Base  Salary  hereunder,  payable to such
beneficiary or  beneficiaries as shall be designated by him in writing and (b) a
policy of disability insurance that will provide Executive with an annual amount
equal to not less  than  seventy-five  percent  (75%) of his then  current  Base
Salary,  payable  until  Executive  shall reach 65 years of age,  with a waiting
period not to exceed 120 days.  This  paragraph  is  effective,  if and when all
officers compensation includes this provision.

         6.4 Director's and Officers  Insurance.  The Corporation  shall provide
the Executive  with a policy of director's and officers  liability  insurance in
such amounts and providing  such  coverage as the Executive and the  Corporation
shall reasonably agree, consistent with policies obtained by other publicly held
companies of similar size and engaged in similar businesses.

7. Vacation.

         The Executive shall be entitled,  during the Term of this Agreement, to
a vacation period annually, as follows:

         November 15, 2000 through November 14, 2003  --  four (4) weeks;

during  which all salary,  compensation,  benefits and other rights to which the
Executive is entitled to hereunder  shall be provided in full. Such vacation may
be  taken  in the  Executives  discretion,  and  such  time or  times as are not
inconsistent with the reasonable business needs of the Corporation. In addition,
Executive  shall be entitled  to up to eight (8) sick days and two (2)  personal
days for each year commencing January 1, during which all salary,  compensation,
benefits and other rights to which the Executive is entitled to hereunder  shall
be provided in full.

8. Insurability; Right to Insure.

         Executive  agrees that the Corporation  shall have the right during the
Term to insure the life of  Executive  by a policy or policies of  insurance  in
such  amount  or  amounts  as it  may  deem  necessary  or  desirable,  and  the
Corporation  shall be the beneficiary of any stitch policy or policies and shall
pay the premiums or other costs thereof.  The Corporation  shall have the right,
from time to time, to modify any such policy or policies of insurance or to take
out new insurance on the life of Executive.  Executive agrees,  upon request, at
any time or times  prior to the  commencement  of or during the Term to sign and
deliver any and all documents and to submit to any physical or other  reasonable
examinations  which  may be  required  in  connection  with any such  policy  or
policies of insurance or modifications thereof.

9. Termination.

         9.1  Death.  If  Executive  dies  during  the  Term of this  Agreement,
Executive's  employment  hereunder  shall  terminate  upon  his  death  and  all
obligations of the Corporation  hereunder  shall terminate on such date,  except
that  Executive's  estate or his  designated  beneficiary  shall be  entitled to
payment of any unpaid  accrued  Base Salary  through  the date of his death.  In
addition,  any accrued and unpaid Bonus shall be paid in accordance with Section
4 hereof. In addition, Executive's estate or his designated beneficiary shall be
entitled to payment of the severance payments set forth in Section 5.1 hereof.

         9.2  Disability.  If Executive shall be unable to perform a significant
part of his duties and  responsibilities  in connection  with the conduct of the
business  and  affairs of the  Corporation  and such  inability  lasts for (i) a
period of at least one hundred  twenty (120)  consecutive  days, or (ii) periods
aggregating  at least one hundred  eighty  (180) days  during any three  hundred
sixty-five (365) consecutive  days, by reason of Executive's  physical or mental
disability,  whether by reason of injury,  illness or similar  cause,  Executive
shall be deemed disabled,  and the Corporation any time thereafter may terminate
Executive's  employment hereunder by reason of the disability.  Upon delivery to
Executive of such notice,  all  obligations of the  Corporation  hereunder shall
terminate,  except  that  Executive  shall be  entitled to payment of any unpaid
accrued Base Salary through the date of  termination.  In addition,  any accrued
and unpaid Bonus shall be paid in accordance with Section 4 hereof. In addition,
the Executive shall be entitled to those severance payments set forth in Section
5.1 hereof.  The obligations of Executive under Section 10 hereof shall continue
notwithstanding  termination of Executive's  employment pursuant to this Section
9.2.

         9.3 Termination  For Cause.  The Corporation may at any time during the
Term, without any prior notice, terminate this Agreement and discharge Executive
for Cause,  whereupon the Corporation's  obligation to pay compensation or other
amounts payable  hereunder to or for the benefit of Executive shall terminate on
the date of such  discharge.  As used herein the term Cause  shall  mean:  (i) a
willful and material breach by Executive of the terms of this  Agreement'  which
breach  shall not have been cured  within  thirty (30) days of writen  notice of
such breach;  (ii) willful  violation of specific and lawful  written  direction
from the Board of Directors of the  Corporation,  which violation shall not have
been cured within thirty (30) days of written notice of such violation, provided
such   direction  is  not   inconsistent   with  the   Executive's   duties  and
responsibilities   as  the,  Chief  Executive   Officer  and  President  of  the
Corporation;  or (iii)  conviction  of the Executive of a felony by a federal or
state court of competent  jurisdiction,  which felony is directly and materially
related to or arises out of Executive's  employment  with the  Corporation.  The
obligations  of the Executive  under Section 10 shall  continue  notwithstanding
termination of the Executive's employment pursuant to this Section 9.3.

         9.4 Termination Without Cause. The Corporation shall have the option to
terminate this Agreement  Without Cause upon ninety (90) days' written notice to
the Executive.  In the event the Corporation  terminates this Agreement  without
Cause  as  defined  above,   the  Corporation   shall  pay  the  Executive  upon
termination, the amount required pursuant to Section 5.1. The obligations of the
Executive under Section 10 hereof shall continue notwithstanding  termination of
the Executive's employment pursuant to this Section 9.4.

         9.5 Termination by Executive For Good Reason.  The Executive shall have
the right to terminate this Agreement for Good Reason,  as hereinafter  defined,
upon  written  notice to the  Corporation.  Good  Reason  shall  mean any of the
following:  (i) the assignment to the Executive of duties  inconsistent with the
Executive's position, duties,  responsibilities,  titles or offices as described
herein; (ii) any reduction by the Corporation of the Executive's compensation or
benefits  payable  hereunder (it being  understood  that a reduction of benefits
applicable to all executives of the Corporation,  including the Executive, shall
not be deemed a reduction of the Executive's  compensation  package for purposes
of this definition.

         9.6. Termination by Executive upon Change in Control. Executive, at his
option,  shall be able to terminate  this Agreement upon written notice given to
the Secretary of the  Corporation  within ninety (90) days of an occurrence of a
"Change in  Control".  A "Change in  Control"  of the  Corporation  shall mean a
change in control of the  Corporation or any entity  controlling the Corporation
(referred to collectively in this Section 5 as the Corporation) of a nature that
would be required  to be  reported in response to Item 1 of a Current  Report on
Form 8-K, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
(the  "Exchange  Act");  provided  that,  without  limitation,  such a Change in
Control  shall be deemed to have  occurred at such time as (a) any  "person" (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a
person who or which was a shareholder of the  Corporation  immediately  prior to
the  Corporation's  initial  public  offering  (the  "IPO"),  is or becomes  the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or indirectly, of securities of the Corporation representing thirty-five percent
(35%) or more of the  combined  voting  power of the  Corporation's  outstanding
securities ordinarily having the right to vote at elections of directors; or (b)
individuals  who  constitute  the Board  concurrent  with the  execution of this
Agreement  (the  incumbent  Board) cease for any reason to constitute at least a
majority thereof, provided that any person becoming a director subsequent to the
date hereof  whose  election or  nomination  for  election by the  Corporation's
shareholders  was approved by a vote of at least three quarters of the directors
comprising  the  Incumbent  Board,  shall be, for  purposes  of this clause (b),
considered as though he were a member of the Incumbent  Board;  or (c) a sale by
the   Corporation   of  all  or   substantially   all  of  its  assets   occurs.
Notwithstanding  anything in the foregoing to the contrary, no Change in Control
shall be deemed to have occurred for purposes of this Agreement by virtue of any
transactions which result in the acquisition by the Executive,  or by a group of
persons which includes the Executive,  directly or indirectly,  of a majority of
either the  outstanding  shares of common stock of the Corporation or the voting
securities of any  corporation  which acquires all or  substantially  all of the
assets of the Corporation, whether by way of merger, consolidation, sale of such
assets or otherwise.

10. Protection of Confidential Information.

         In view of the fact  that  Executive's  work for the  Corporation  will
bring him into close contact with confidential  information and plans for future
developments, Executive agrees to the following:

         10.1 Secrecy. To keep secret and retain in the strictest confidence all
confidential matters of the Corporation,  including,  without limitation,  trade
"know how" and trade secrets, customer lists, pricing policies, marketing plans,
technical  processes,  formulae,  inventions  and research  projects,  and other
business affairs of the Corporation, learned by him heretofore or hereafter, and
not to disclose them to anyone inside or outside of the  Corporation,  except in
the course of  performing  the Services  hereunder  or with the express  written
consent of the Chief Executive  Officer or Board of Directors of the Corporation
and except to the extent such information is already known to the general public

         10.2 Return  Memoranda,  etc. To deliver promptly to the Corporation on
termination  of his  employment,  or at any other  time as the  Chief  Executive
Officer  or the  Board of  Directors  of the  Corporation  may so  request,  all
memoranda,  notes, records,  reports,  manuals,  drawings,  blueprints and other
documents (and all copies thereof)  relating to the  Corporation's  business and
all property associated  therewith,  which he may then possess or have under his
control.

         10.3 Covenants.

                  10.3.1  Non-competition.  Executive  agrees  that at all times
while he is  employed  by the  Corporation  and,  regardless  of the  reason for
termination  of his employment or this  Agreement,  for a period of one (1) year
thereafter, he will not, as a principal, agent, employee, employer,  consultant,
stockholder,  investor,  director or co-partner of any person, firm, corporation
or  business  entity  other  than  the  Corporation,  or in  any  individual  or
representative capacity whatsoever,  directly or indirectly, without the express
prior written consent of the Corporation:

     (i)  engage or  participate  in any business whose products or services are
          competitive  with  that  of the  Corporation,  which  business  is the
          creation, distribution,  publishing, production and sales of music and
          product  marketing,  advertising plus radio and internet  broadcasting
          clients and customers located within the United States and worldwide;

     (ii) aid or counsel any other person, firm, corporation or entity to do any
          of the above;

     (iii)become employed by a firm,  corporation,  partnership or joint venture
          which competes with the business of the Corporation  within the United
          States; or

     (iv) approach, solicit business from, or otherwise do business or deal with
          any  customer of the  Corporation  in  connection  with any product or
          service competitive to any provided by the Corporation.

          10.3.2  Anti-Raiding.  Executive  agrees  that  during the term of his
     employment hereunder, and, thereafter for a period of one (1) year, he will
     not, as a principal,  agent, employee,  employer,  consultant,  director or
     partner of any person, firm,  corporation or business entity other than the
     Corporation,  or in any individual or representative  capacity  whatsoever'
     directly or indirectly,  without the prior express  written  consent of the
     Corporation  approach,  counsel or attempt to induce any person who is then
     in the employ of the  Corporation to leave the employ of the Corporation or
     employ or  attempt to employ  any such  person or  persons  who at any time
     during the preceding six months was in the employ of the Corporation.

          10.3.3 Executive's  Acknowledgements.  Executive acknowledges (i) that
     his position  with the  Corporation  requires the  performance  of services
     which are special, unique, and extraordinary in character and places him in
     a position of  confidence  and trust with e Customers  and employees of the
     Corporation,  through which,  among other things, he shall obtain knowledge
     of the  Corporation's  "technical  information"  and  "know-how" and become
     acquainted  with  its  customers,  in which  matters  the  Corporation  has
     substantial proprietary interests;  (ii) that the restrictive covenants set
     forth above are necessary in order to protect and maintain such proprietary
     interests and the other legitimate  business  interests of the Corporation;
     and (iii) that the  Corporation  would not have entered into this Agreement
     unless such covenants were included herein.

         Executive  also  acknowledges  that  the  business  of the  Corporation
presently will extend throughout the United States,  and that he will personally
supervise and engage in such business on behalf of Corporation and, accordingly,
it is  reasonable  that the  restrictive  covenants set forth above are not more
limited  as to  geographic  area  then  is set  forth  therein.  Executive  also
represents to the  Corporation  that the  enforcement of such covenants will not
prevent  Executive  from earning a livelihood or impose an undue hardship on the
Executive.

         10.4 Severability.  If any of the provisions of this Section 10, or any
part thereof, is hereinafter construed to be invalid or unenforceable,  the same
shall not affect the remainder of such provision or  provisions,  which shall be
given  full  effect,  without  regard  to the  invalid  portions.  If any of the
provisions of this Section 10, or any part thereof,  is held to be unenforceable
because of the duration of such provision,  the area covered thereby or the type
of conduct  restricted  therein,  the parties  agree that the court  making such
determination  shall  have the power to modify  the  duration,  geographic  area
and/or  other terms of such  provision  and, as so modified,  said  provision(s)
shall  then be  enforceable.  In the  event  that the  courts of any one or more
jurisdictions  shall hold such provisions  wholly or partially  unenforceable by
reason of the scope  thereof or  otherwise,  it is the  intention of the parties
hereto that such  determination  not bar or in any way affect the  Corporation's
right to the relief provided for herein in the courts of any other jurisdictions
as to  breaches  or  threatened  breaches  of  such  provisions  in  such  other
jurisdictions,  the above provisions as they relate to each jurisdiction  being,
for this purpose, severable into diverse and independent covenants.

         10.5 Injunctive Relief. Executive acknowledges and agrees that, because
of the unique and extraordinary nature of his services, any breach or threatened
breach of the  provisions  of  Sections  10.1,  10.2,  or 10.3 hereof will cause
irreparable injury and incalculable harm to the Corporation, and the Corporation
shall,  accordingly,  be entitled to injunctive and other  equitable  relief for
such  breach or  threatened  breach and that resort by the  Corporation  to such
injunctive or other equitable relief shall not be deemed to waive or to limit in
any respect any right or remedy which the  Corporation  may have with respect to
such breach or threatened  breach.  The Corporation and Executive agree that any
such action for  injunctive  or  equitable  relief  shall be heard in a state or
federal  court  situate in Rhode Island and each of the parties  hereto,  hereby
agrees to accept service of process by registered mail and to otherwise  consent
to the jurisdiction of such courts.

         10.6  Expenses  of  Enforcement  of  Covenants.  In the event  that any
action,  suit or  proceeding  at law or in  equity is  brought  to  enforce  the
covenants  contained in Sections  10.1,  10.2, or 10.3 hereof or to obtain money
damages for the breach thereof, the party prevailing in any such action, suit or
other proceeding shall be entitled upon demand, to reimbursement  from the other
party for all expenses  (including,  without limitation,  reasonable  attorneys'
fees and disbursements) incurred in connection therewith.

         10.7  Separate  Agreement.  The  provisions of this Section 10 shall be
construed as an agreement on the part of the Executive  independent of any other
part of this Agreement or any other agreement, and the existence of any claim or
cause of action of the Executive against the Corporation,  whether predicated on
this Agreement or otherwise,  shall not constitute a defense to the  enforcement
by the Corporation of the provisions of this Section 10.

11. Indemnification.

          The  Corporation  shall  provide the Executive  (including  his heirs,
executors  and  administrators)  with  coverage  under a standard  directors and
officers  liability  insurance policy at the  Corporation's  expense to the same
extent  as  provided  for  any  other  director,   officer  or  trustee  of  the
Corporation. In addition, the Corporation shall indemnify the Executive (and his
heirs,  executors and  administrators) to the fullest extent permitted under the
law  of  its  state  of  incorporation  against  all  expenses  and  liabilities
reasonably incurred by him in connection with or arising out of any action, suit
or  proceeding  in which the  Executive  may be involved by reason of his having
been a director or officer of the  Corporation or any subsidiary  thereof.  Such
expenses and liabilities shall include, but not be limited to, judgments,  court
costs  and  attorneys'  fees  and  the  cost  of  reasonable  settlements,  such
settlements  to be approved  by the Board if such action is brought  against the
Executive  in his  capacity as a director or officer of the  Corporation  or any
subsidiary  thereof.  The Corporation  shall, upon the request of the Executive,
advance to the Executive such amounts as necessary to cover expenses,  including
without  limitation  legal  fees and  expenses,  incurred  by the  Executive  in
connection with any suit or proceeding in which the Executive may be involved by
reason of his being or having been a director or officer of the  Corporation  or
of any  subsidiary  thereof.  Such  indemnity and advance of expenses,  however,
shall not extend to matters as to which the Executive is finally  adjudged to be
liable for wilful misconduct in the performance of his duties.

12. Arbitration.

          Except with respect to any proceeding brought under Section 10 hereof,
any controversy,  claim, or dispute between the parties, directly or indirectly,
concerning this Employment Agreement or the breach hereof, or the subject matter
hereof,  including  questions  concerning  the scope and  applicability  of this
arbitration  clause,  shall be finally  settled by  arbitration  in Kent County,
Rhode Island  pursuant to the rules then  applying of the  American  Arbitration
Association The arbitrators shall consist of one representative  selected by the
Corporation, one representative selected by the Executive and one representative
selected  by the  first  two  arbitrators  The  parties  agree to  expedite  the
arbitration proceeding in every way, so that the arbitration proceeding shall be
commenced  within  thirty (30) days after request  therefore is made,  and shall
continue  thereafter,  without  interruption,  and  that  the  decision  of  the
arbitrators  shall be handed down within  thirty (30) days after the hearings in
the arbitration proceedings areclosed.  The arbitrators shall have the right and
authority to assess the cost of the arbitration proceedings and to determine how
their  decision  or  determination  as to each issue or matter in dispute may be
implemented or enforced.  The decision in writing of any two of the  arbitrators
shall be binding and conclusive on all of the parties to this Agreement.  Should
either  the  Corporation  or the  Executive  fail to appoint  an  arbitrator  as
required  by this  Section 12 within  thirty (30) days after  receiving  written
notice  from the other  party to do so, the  arbitrator  appointed  by the other
party  shall act for all of the parties  and his  decision  in writing  shall be
binding and conclusive on all of the parties to this Employment  Agreement.  Any
decision  or award of the  arbitrators  shall be  final  and  conclusive  on the
parties to this  Agreement;  judgment upon such decision or award may be entered
in any competent Federal or state court located in the United States of America;
and the application may be made to such court for  confirmation of such decision
or award for any order of enforcement  and for any other legal remedies that may
be necessary to effectuate such decision or award.

13. Notices.

         All notices,  requests,  consents and other communications  required or
permitted to be given hereunder, shall be in writing and shall be deemed to have
been duly given if delivered personally or sent by prepaid telegram, telecopy or
mailed  first-class,  postage prepaid,  by registered or certified mail (notices
sent by telegram or mailed shall be deemed to have been given on the date sent),
to the parties at their  respective  addresses  hereinabove set forth or to such
other address as either party shall  designate by notice in writing to the other
in  accordance  herewith.  Copies of all notices  shall be sent to the  attorney
selecteed by the Executive and noticed in writing to mthe  Corporation from time
to time.

14. General.

         14.1 Governing  Law. This Agreement  shall be governed by and construed
and  enforced  in  accordance  with the local laws of the State of Rhode  Island
applicable to agreements made and to be performed entirely in Rhode Island.

         14.2 Captions.  The section headings contained herein are for reference
purposes only and shall not in any way affect the meaning or  interpretation  of
this Agreement.

         14.3 Entire  Agreement.  This Agreement sets forth the entire agreement
and  understanding  of the parties  relating to the subject matter  hereof,  and
supersedes all prior  agreements,  arrangements and  understandings,  written or
oral,  relating to the subject  matter  hereof.  No  representation,  promise or
inducement has been made by either party that is not embodied in this Agreement,
and neither  party  shall be bound by or liable for any alleged  representation'
promise or inducement not so set forth.

         14.4 Severability.  If any of the provisions of this Agreement shall be
unlawful, void, or for any reason, unenforceable, such provision shall be deemed
severable  from, and shall in no way affect the validity or  enforceability  of,
the remaining portions of this Agreement.

         14.5  Waiver.  The  waiver  by any  party  hereto  of a  breach  of any
provision of this Agreement by any other party shall not operate or be construed
as a  waiver  of any  subsequent  breach  of the  same  provision  or any  other
provision hereof.

         14.6  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts,  each of which shall be deemed an original, but all of which taken
together shall constitute one and the same Agreement.

         14.7  Assignability.   This  Agreement,   and  Executive's  rights  and
obligations  hereunder,  may not be assigned by Executive.  The  Corporation may
assign its rights,  together with its obligations,  hereunder in connection with
any sale,  transfer  or other  disposition  of all or  substantially  all of its
business or assets;  in any event the rights and  obligations of the Corporation
hereunder  shall be binding on its  successors  or  assigns,  whether by merger,
consolidation  or  acquisition  of all or  substantially  all of its business or
assets;  provided,  however,  that any such  assignment  shall not  release  the
Corporation  from its obligations  hereunder.  This Agreement shall inure to the
benefit  of,  and  be  binding   upon,   the   Executive   and  his   executors,
administrators, heirs and legal representatives.

         14.8 Amendment.  This Agreement may be amended,  modified,  superseded,
cancelled,  renewed or extended and the terms or covenants hereof may be waived,
only by a written  instrument  executed by both of the parties hereto, or in the
case of a waiver, by the party waiving  compliance.  No superseding  instrument,
amendment, modification, cancellation, renewal or extension hereof shall require
the consent or approval of any person other than the parties hereto. The failure
of either  party at any time or times to require  performance  of any  provision
hereof shall in no matter  affect the right at a later time to enforce the same.
No waiver by either  party of the breach of any term or  covenant  contained  in
this Agreement,  whether by conduct or otherwise,  in any one or more instances,
shall be deemed to be, or construed  as, a further or  continuing  waiver of any
such breach,  or a waiver of the breach of any other term or covenant  contained
in this Agreement.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.

ATTEST:                                     OPEN DOOR ONLINE, INC.


By: _____________________                   By: _____________________________
      Name:                                       Name: David N. DeBaene
      Title:                                               President



WITNESS:

--------------------------                  -----------------------------------
                                            THOMAS CARLEY, individually

<PAGE>


                        Amendment to Employment Contract
                                  Thomas Carley
                                  March 1, 2000

Paragraph  3.3  Stock  Option  Agreement  is  rescinded  due to the  lack  of an
authorized  employment stock option program. In the event the Board of Directors
of Open Door Online, Inc. and the shareholders agree to the formation of a stock
option plan awards may be made upon the  approval of the Board of  Directors  at
that time.

Signed this 31st day of March, 2000


-----------------------------------
Thomas Carley