Exhibit 10.8

                             YOUNETWORK CORPORATION
                                GEORGE SANTACROCE
                              EMPLOYMENT AGREEMENT

      EMPLOYMENT  AGREEMENT  dated as of  November  1,  1999  (the  "Agreement")
between  YouNetwork  Corporation,  a New York  corporation with an office at 115
East 23rd Street,  9th Floor, New York, New York (the "Company"),  and George M.
Santacroce  residing at 200 East 87th Street, Apt. 14C, New York, New York 10128
(the "Executive").

      WHEREAS,  the Company has recently launched an on-line e commerce consumer
network and desires to employ the Executive as its Chief Executive Officer.

      WHEREAS,   the  Executive  has   substantial   executive  and   managerial
experiences in retail marketing.

      NOW,   THEREFORE,   in  consideration  of  the  covenants  and  agreements
hereinafter set forth, the parties hereto agree as follows:

            1. EMPLOYMENT AND DUTIES

            1.1.  General.  The Company hereby  employs the  Executive,  and the
Executive  agrees to serve, as Chief  Executive  Officer of the Company and upon
the  Board  of  Directors  of the  Company  (the  "Board")  upon the  terms  and
conditions  herein  contained,  and in such  capacities the Executive  agrees to
serve the Company faithfully and to the best of his ability under the reasonable
direction of the Board. The Executive's offices shall be in New York City.

            1.2. Exclusive Services. For so long as the Executive is employed by
the Company, he shall devote his fulltime working hours to his duties hereunder.
The Executive shall not,  directly or indirectly  engage in any other activities
which would interfere  significantly with his faithful performance of his duties
hereunder.

            1.3.  Term of  Employment.  The  Executive's  employment  under this
Agreement  shall commence on November 1, 1999 (the  "Effective  Date") and shall
terminate  on the  earliest  of (i)  October  31,  2001,  (ii) the  death of the
Executive or (iii) the  termination of the  Executive's  employment  pursuant to
this Agreement (the ATerm@). Within six months prior to the end of the Term, the
Executive  and the  Company  shall  negotiate  in good faith  with  regard to an
extended term of employment.

            2. SALARY

            2.1.  Base  Salary,  First Nine  Months.  For the first nine  months
following the Effective  Date, the Executive shall be entitled to receive a base
salary at a rate of $120,000 per annum, payable in arrears in equal installments
in accordance with the Company's payroll practices.

<PAGE>

            2.2. Base Salary,  Year Two.  Commencing  August 1, 2000 and through
the end of the Term, the Executive shall be entitled to receive a base salary at
a rate of  $400,000  per annum,  payable in  arrears  in equal  installments  in
accordance with the Company's payroll practices.

            3. EMPLOYEE BENEFITS

            3.1. General Benefits. The Executive will be eligible to participate
in benefit  programs  of the  Company  consistent  with those  benefit  programs
provided to other senior executives of the Company;

            3.2.  Reimbursement  of  Expenses.  The Company will  reimburse  the
Executive for reasonable,  ordinary and necessary  business expenses incurred by
him  in the  fulfillment  of  his  duties  hereunder  upon  presentation  by the
Executive  of an  itemized  account of such  expenditures,  in  accordance  with
Company practices consistently applied.

            4. TERMINATION OF EMPLOYMENT

            4.1. Termination for Cause; Resignation.

      (1) If, prior to the  expiration of the Employment  Term, the  Executive's
employment  is  terminated  by the Company  for Cause,  the  Executive  shall be
entitled  only to  payment  of his Base  Salary  as then in effect  through  and
including the date of termination.

      (2) If the Executive  resigns from his  employment  hereunder in the first
six months of the Term,  the Executive  shall be entitled only to payment of his
Base Salary as then in effect  through and  including  the date of  resignation.
Upon such  resignation  the  Executive  shall  surrender  to the Company and the
Company shall cancel any and all employee stock options or common stock purchase
warrants  which have been  previously  issued to the Executive as of the date of
such resignation.

      (3) If the Executive resigns from his employment hereunder after the first
six months of the Term,  the Executive  shall be entitled only to (i) payment of
his  base  salary  then  in  effect  through  and  including  the  date  of  his
resignation;  and (ii) a  severance  payment  which  shall be the  amount of the
severance  payment to which the Executive  would have been entitled  pursuant to
Section 4.3, had he been  terminated  without cause.  Upon such  resignation the
Executive  shall  surrender to the Company and the Company shall cancel one half
of all employee stock options or common stock purchase  warrants which have been
previously  issued  to  the  Executive  as of  the  date  of  such  resignation.
Notwithstanding  the  foregoing,  if the Executive  resigns from his  employment
hereunder  after the first year of the Term, the Executive shall not be required
to surrender to the Company any employee  stock options


                                       2
<PAGE>

or common  stock  purchase  warrants  which have been  previously  issued to the
Executive as of the date of such resignation;

      (4) The  Executive  following a termination  for cause and/or  resignation
shall have no further right to receive any other compensation, or to participate
in  any  other  plan,  arrangement,   or  benefit,  after  such  termination  or
resignation of employment.

            4.2. Cause.  Termination  for "Cause" shall mean  termination of the
Executive's  employment  because the  Executive (a) has engaged in fraudulent or
criminal  conduct in connection  with the  performance of his duties  hereunder,
which conduct materially and adversely affects the Company; (b) admits to or has
been convicted of a crime  punishable by imprisonment for more than one year; or
(c) has failed to perform in all material respects (following a detailed written
warning specifying the nature of such deficiency and an opportunity to cure such
conduct) the normal and customary duties required of his position of employment.

            4.3. Termination Without Cause.

      (1) If  prior  to the  expiration  of the  Term  the  Executive  shall  be
terminated  without cause or due to a disability as defined herein,  the Company
shall pay to the Executive a severance  payment  (ASeverance  Payment@).  In the
event the Executive is so  terminated in the first nine months of the Term,  the
Severance Payment shall equal the amount of $20,000  multiplied by the number of
months of employment completed prior to termination . In the event the Executive
is terminated without cause at any time after the first nine months of the Term,
or the Term is not extended for an additional term pursuant to mutual  agreement
between the Executive and the Company,  the Severance Payment shall be $180,000.
The  failure  to  timely  pay the  Executive's  salary  shall be  deemed to be a
termination without cause.

      (2) Other than the payments  referred to in Section 4.3(a),  the Executive
shall be  entitled to no further  compensation  under this  Agreement  following
termination  without  cause,  with the  exception of  termination  without cause
following a secondary  public  offering of the  Company's  securities,  in which
event the Executive shall also be paid his salary for the remainder of the Term.

            5. DISABILITY. For purposes of this agreement, disability shall mean
the failure of the Executive to render the services  provided in this  Agreement
because of illness,  physical or mental  disability or other  incapacity,  for a
period  of 90 days , or for  shorter  periods  aggregating  90 days  during  any
twelve-month period of the Executive to render the services provided for by this
Agreement.

            6. NONCOMPETITION NONSOLICITATION AND CONFIDENTIALITY


                                       3
<PAGE>

            6.1.   Noncompetition/Nonsolicitation.   The  Executive  shall  not,
directly  or  indirectly,  as  a  sole  proprietor,  member  of  a  partnership,
stockholder  or  investor,  officer  or  director  of a  corporation,  or  as an
employee, associate, consultant or agent of any person, partnership, corporation
or other business  organization or entity other than the Company:  (a) engage in
an e commerce business utilizing a business model that is substantially  similar
to the  business  model of the  Company;  (b) solicit or endeavor to entice away
from the Company or any of its subsidiaries any person who is, or was during the
then most recent 12-month period,  employed by or associated with the Company or
any of its  subsidiaries;  or (c)  solicit or  endeavor  to entice away from the
Company  or any of its  subsidiaries  any person or entity who is, or was within
the then most recent  12-month  period,  a  customer,  client or prospect of the
Company or any of its  subsidiaries.  The  obligations of this Section 6.1 shall
apply for 6 months  after,  (i)  termination  of employment of the Executive for
cause; (ii) the Executive's resignation;  or (iii) the end of the Term (where no
termination has occurred during the Term) as well as during employment and shall
be extended by a period of time equal to any period  during which the  Executive
shall be in breach of such  obligations.  With the  exception of Section  6.1(b)
(which shall be applicable  for a period of six months),  the provisions of this
paragraph shall have no application in the event of termination without cause.

            6.2.  Confidentiality.  The Executive  covenants and agrees with the
Company that he will not at any time,  except in performance of his  obligations
to the  Company  hereunder  or with the prior  written  consent of the  Company,
directly or indirectly,  disclose any secret or confidential information that he
may learn or has learned by reason of his association with the Company or any of
its subsidiaries and affiliates.  The term "confidential  information"  includes
information  not commonly known within the Industry;  information not previously
disclosed  to  the  public  or to the  trade  by the  Company's  management,  or
otherwise  in the public  domain,  with  respect  the  Company's,  or any of its
affiliates' or subsidiaries',  products, services, facilities,  applications and
methods,  trade secrets and other intellectual  property,  systems,  procedures,
manuals,  confidential reports,  product or service price lists, customer lists,
technical information,  financial information (including the revenues,  costs or
profits  associated  with  any  of  the  Company's  products),  business  plans,
prospects or opportunities which are not commonly known within the Industry.

            6.3.   Exclusive   Property.   The   Executive   confirms  that  all
confidential  information  is and shall  remain the  exclusive  property  of the
Company.  All  business  records,  papers  and  documents  kept  or  made by the
Executive  relating  to the  business  of the  Company  shall be and  remain the
property of the Company.


                                       4
<PAGE>

            6.4.  Injunctive  Relief.  Without  intending  to limit the remedies
available to the Company, the Executive acknowledges that a breach of any of the
covenants  contained in this  Section 6 may result in material  and  irreparable
injury to the Company or its  affiliates or  subsidiaries  for which there is no
adequate remedy at law, that it will not be possible to measure damages for such
injuries  precisely and that,  in the event of such a breach or threat  thereof,
the Company  shall be entitled to seek a temporary  restraining  order  and/or a
preliminary or permanent  injunction  restraining the Executive from engaging in
activities  prohibited by this Section 6 or such other relief as may be required
specifically  to  enforce  any of the  covenants  in this  Section 6. If for any
reason a final decision of any court determines that the restrictions under this
Section 6 are not reasonable or that consideration therefor is inadequate,  such
restrictions  shall be  interpreted,  modified  or  rewritten  by such  court to
include as much of the duration and scope  identified  in this Section 6 as will
render such restrictions valid and enforceable.

      7. EMPLOYEE STOCK OPTIONS.

            7.1 Upon execution of this Agreement, the Company shall issue to the
Executive the following options under the Company's Employee Stock Option Plan:

      (1) 1,000,000 Options  exercisable at $1.10,  vesting at a rate of 100,000
Options per month for each of the first 10 months of employment;

      (2) 250,000 Options  exercisable at $1.10,  vesting  following the first 4
months of employment;

      (3) 250,000 Options  exercisable at $1.10,  vesting upon completion of the
first 12 months of employment;

      (4) 500,000 Options exercisable at $8.00,  vesting at the end of 18 months
of employment;

      (5) The Options and the Shares  underlying  the Options will be subject to
the same piggyback or other registration rights which are afforded to any of the
Founding Shareholders of the Company.

            8. MISCELLANEOUS

            8.1. Notices.  All notices or  communications  hereunder shall be in
writing, addressed as follows:


                                       5
<PAGE>

            To the Company:

            YouNetwork Corporation
            115 East 23rd Street   9th Floor
            New York, New York
            Attention: Kyle S. Taylor, President

            With a copy to:

            Silverman, Collura & Chernis, P.C.
            381 Park Avenue South
            Suite 1601
            New York, New York 10016

            Attn: Peter R. Silverman

            To the Executive:

            George Santacroce
            200 East 87th Street
            Apt. 14C
            New York, NY 10128

            With a copy to:

            Olshan Grundman Frome Rosenzweig & Wolosky, LLP
            505 Park Avenue
            New York, NY 10022

            Attn: Barry H. Platnick, Esq.

      Any such notice or  communication  shall be sent  certified or  registered
mail, return receipt requested,  addressed as above (or to such other address as
such party may  designate in writing from time to time),  and the actual date of
receipt,  as shown by the receipt  therefor,  shall  determine the time at which
notice was given.

            8.2. Severability.  If a court of competent jurisdiction  determines
that any term or provision hereof is invalid or unenforceable, (a) the remaining
terms and  provisions  hereof shall be unimpaired  and (b) such court shall have
the authority to replace such invalid or unenforceable  term or provision with a
term or  provision  that is valid and  enforceable  and that  comes  closest  to
expressing the intention of the invalid or unenforceable term or provision.

            8.3.  Assignment.  This Agreement  shall inure to the benefit of the
heirs and representatives of the Executive and the assigns and successors of the
Company, but neither this Agreement nor any rights hereunder shall be assignable
or otherwise subject to hypothecation by the Executive and/or the Company.


                                       6
<PAGE>

            8.4.  Entire  Agreement.   This  Agreement   represents  the  entire
agreement of the parties and shall  supersede  any and all  previous  contracts,
arrangements or understandings between the Company and the Executive,  including
the Prior Agreement.  The Agreement may be amended at any time by mutual written
agreement of the parties hereto.

            8.5.  Withholding.  The Company  shall be entitled to  withhold,  or
cause to be withheld,  from payment any amount of withholding  taxes required by
law with  respect to  payments  made to the  Executive  in  connection  with his
employment hereunder.

            8.6. Governing Law. This Agreement shall be construed,  interpreted,
and governed in accordance with the laws of New York without  reference to rules
relating to conflict of law.


                                       7
<PAGE>

            IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed and the  Executive  has  hereunto set his hand,  as of the day and year
first above written.

                                       YOUNETWORK CORPORATION

                                       By:______________________________________

                                       Name:
                                       Title:

                                       GEORGE M. SANTACROCE

                                       _________________________________________

                                       George M. Santacroce


                                       8