EXHIBIT 10.9


                              EMPLOYMENT AGREEMENT


                THIS EMPLOYMENT  AGREEMENT (this "Agreement") is entered into as
of February 20, 1998, between EXECUTIVE TELECARD,  LTD., a Colorado  corporation
with principal offices located in Denver,  Colorado (the "Company"),  and RONALD
A. FRIED (the "Executive").

                WHEREAS, the parties desire to enter into this Agreement setting
forth the terms and conditions for the employment  relationship of the Executive
with the Company.

                NOW, THEREFORE, it is AGREED as follows:

                1.  Employment.  The Executive is employed as the Vice President
of  Development  of the Company for a period  commencing  on the date hereof and
ending  December 31, 2000. As the Vice  President of Development of the Company,
the Executive shall render executive,  policy, and other management  services to
the  Company  of the type  customarily  performed  by  persons  serving  in such
capacities.   The  Executive  shall  be  responsible  for  the   identification,
development,  pursuit and implementation of significant  business  opportunities
for the Company such as acquisitions,  joint ventures,  large asset purchases or
divestitures,  restructurings  and similar  matters.  The Executive shall report
directly to the Company's Chairman and Chief Executive  Officer,  and shall also
perform such duties as the Chairman and Chief  Executive  Officer of the Company
may from time to time  reasonably  direct.  During  the term of this  Agreement,
there   shall  be  no   material   increase   or  decrease  in  the  duties  and
responsibilities of the Executive otherwise than as provided herein,  unless the
parties otherwise agree in writing.

                2. Location of Services.  During the term of this agreement, the
Executive shall perform services at the Company's various offices  (particularly
either  at  its  principal  office  in  Denver,  Colorado  or at its  office  in
Washington, D.C., as determined by the Executive).

                3. Salary.  The Company shall pay the Executive an annual salary
equal to  $150,000,  with such  increases as may be  determined  by the Board of
Directors  in its  discretion  (the  "Base  Salary").  The  Base  Salary  of the
Executive  shall not be decreased at any time during the term of this  Agreement
from the  amount  then in  effect,  unless  the  Executive  otherwise  agrees in
writing. Participation in deferred compensation, discretionary bonus retirement,
and other  employee  benefit plans and in fringe  benefits  shall not reduce the
Base  Salary.  The  Base  Salary  shall be  payable  to the  Executive  not less
frequently than monthly.
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                4.  Bonuses.  The  Executive  shall be  eligible  to earn annual
bonuses during each fiscal year (a "Bonus  Period") that he remains an executive
employee of the Company.  For each Bonus Period the  Executive  and the Chairman
and Chief Executive of the Company shall adopt written  performance goals within
the Bonus Period.  If such goals are met or exceeded for such Bonus Period,  the
Executive  shall be  eligible  to earn a bonus of up to 50% of the Base  Salary.
(For the  avoidance  of doubt,  a delay by any person in the adoption of written
performance  goals  shall not entitle  the  Executive  to any bonus or, upon the
adoption and achievement of such goals,  delay in any way the payment  thereof.)
If only  certain of such goals are met, or goals are met only in part,  for such
Bonus  Period,  the  Executive  shall  earn a bonus  equal  to an  amount  to be
determined by the Board of Directors,  in its sole discretion.  Bonuses shall be
payable to the Executive by February 1st of each year (or within 30 days of when
it is determined  whether the applicable goals are met, whichever is later). The
Board of Directors  may, in its sole  discretion,  award  additional  or greater
bonuses to the Executive  based upon  achievement  of other  Company  objectives
during the Bonus Period.

                5.  Participation  in Employee Benefit Plans. In addition to the
benefits noted below,  the Executive  shall be entitled to  participate,  on the
same basis as other  executive  employees of the Company,  in any stock  option,
stock purchase, pension, thrift,  profit-sharing,  group life insurance, medical
coverage,  education, or other retirement or employee pension or welfare plan or
benefits  that the  Company  has  adopted  or may adopt for the  benefit  of its
employees. The Executive shall be entitled to participate in any fringe benefits
which  are  now or may  be or  become  applicable  to  the  Company's  executive
employees generally.

                Such employee benefits presently include the following:  Medical
coverage,  including  health,  dental and  vision  insurance,  commences  at the
beginning of the month  following  30 days from the date on which the  Executive
commences service with the Company,  and the Executive is responsible for 25% of
the expense of the Executive's  medical coverage,  with the Company  responsible
for the remaining 75%. The Executive is eligible to participate in the Company's
125 Flexible  Spending Plan at the  beginning of the month  following 30 days of
service.  The  Executive's  life  insurance  is equal to two (2)  times the Base
Salary. The Executive is eligible to contribute to the Company's 401k Plan. Upon
commencing  service with the Company,  the Executive is eligible to  immediately
roll over any of Executive's pre-existing 401k Plan holdings.

                The  Executive  shall  promptly be  reimbursed  for any expenses
which he may incur in connection with his services  hereunder in accordance with
the Company's normal reimbursement policies as established from time to time.

                6.  Stock  Options.  As  approved  by  the  Company's  Board  of
Directors,   in  consideration  of  the  Executive's  acceptance  of  employment
hereunder,  the

<PAGE>

Executive shall be granted options to purchase an aggregate of 100,000 shares of
the  Company's  common  stock,  at an exercise  price to be equal to the closing
price of the Company's  common stock as listed on The Nasdaq  National Market on
the date the Executive commences  employment  hereunder,  and on terms to be set
forth in one of the  Company's  standard  forms of stock option  agreement to be
entered into between the Company and the Executive.  The vesting of such options
shall be as follows:

                     (i) options to purchase 33,333 shares shall vest six months
after the date  hereof,  subject  to  continued  employment  as of such date and
achievement  of  certain  objectives  to be agreed  to in  writing  between  the
Executive and the Company's Chairman and Chief Executive Officer.

                     (ii) options to purchase 33,333 shares shall vest 18 months
after the date  hereof,  subject  to  continued  employment  as of such date and
achievement  of  certain  objectives  to be agreed  to in  writing  between  the
Executive and the Company's Chairman and Chief Executive Officer

                     (iii)  options  to  purchase  33,334  shares  shall vest 30
months after the date hereof,  subject to continued  employment  as of such date
and  achievement  of certain  objectives to be agreed to in writing  between the
Executive and the Company's Chairman and Chief Executive Officer.

                Each of the options will have a term of five years from the date
the  Executive  commences  employment  hereunder.  To the extent  eligible,  the
options will be issued as incentive stock options within the meaning and subject
to the limitations of Section 422 of the Internal Revenue Code.

                7. Standards. The Executive shall perform the Executive's duties
and  responsibilities  under this Agreement in accordance  with such  reasonable
standards as may be established from time to time by the Company's  Chairman and
Chief Executive Officer.  The reasonableness of such standards shall be measured
against  standards  for  executive   performance  generally  prevailing  in  the
Company's industry.

                8.  Voluntary  Absences;   Vacations.  The  Executive  shall  be
entitled to annual paid vacation of at least three weeks (fifteen days) per year
or such longer period as the Board of Directors of the Company may approve.  The
timing  of paid  vacations  shall be  scheduled  in a  reasonable  manner by the
Executive.

                9.  Disability.  If  the  Executive  shall  become  disabled  or
incapacitated  to the  extent  that the  Executive  is  unable  to  perform  the
Executive's  duties  and  responsibilities  hereunder,  the  Executive  shall be
entitled to receive disability benefits of the type provided for other executive
employees of the Company.
<PAGE>

                10.      Termination of Employment.

                     (a) The Board of Directors may  terminate  the  Executive's
employment at any time, subject to payment of the compensation described below.

                     (b) In  the  case  of  any  termination  by  the  Board  of
Directors other than "termination for cause" as defined below, or in the case of
any  termination by the Executive  after a material  breach of this Agreement by
the Company,  including without  limitation by a demotion of the Executive below
the rank of Vice President, a reduction in Base Salary (or a failure to consider
the Executive for a bonus in good faith as required  hereunder) or a requirement
to relocate  ("termination  with good reason"),  the Executive shall continue to
receive, for one year commencing on the date of such termination (the "Severance
Period"), full Base Salary, any bonus that has been earned before termination of
employment or is earned after the termination of employment (where the Executive
met the  applicable  personal  performance  goals prior to  termination  and the
Company meets the applicable Company performance goals after  termination),  and
all other benefits and compensation  that the Executive would have been entitled
to  under  this   Agreement  in  the  absence  of   termination   of  employment
(collectively,  the  "Severance  Amount").  The  Severance  Amount  shall not be
reduced by any compensation which the Executive may receive for other employment
with another  employer  after  termination  of employment  with the Company.  If
during the term of this Agreement there is a "change in control" of the Company,
and in  connection  with or within two years  after such  change of control  the
Company  terminates the Executive's  employment other than termination for cause
or the Executive  terminates  with good reason,  the Company shall be obligated,
concurrently with such termination, to pay the Severance Amount in a single lump
sum cash payment to the  Executive.  If the Company fails to make timely payment
of any  portion of the  Severance  Amount,  the  Executive  shall be entitled to
reimbursement for all reasonable costs,  including  attorneys' fees, incurred by
the Executive in taking action to collect such amount or otherwise  enforce this
Agreement.  In  addition,  the  Executive  shall be  entitled to interest on the
amounts owed to him under this  Agreement at the rate of 5% above the prime rate
(defined  as the  base  rate on  corporate  loans  at large  U.S.  money  center
commercial banks as published by the Wall Street Journal),  compounded  monthly,
for the period from the date of employment  termination until payment is made to
the Executive.

                     (c)  The   Executive   shall   have  no  right  to  receive
compensation or other benefits from the Company for any period after termination
for cause by the Company or termination by the Executive other than  termination
with  good  reason,  except  for any  vested  retirement  benefits  to which the
Executive may be entitled under any qualified  employee  pension plan maintained
by the Company  and any  deferred  compensation  to which the  Executive  may be
entitled.
<PAGE>

                     (d) The term "termination for cause" shall mean termination
by  the  Company  because  of  the  Executive's  personal  dishonesty,   willful
misconduct,  breach of fiduciary  duty  involving  personal  profit,  persistent
refusal or willful failure materially to perform his duties and responsibilities
to the Company  which  continues  after the  Executive  receives  notice of such
refusal or failure;  willful  violation of any law,  rule, or regulation  (other
than  traffic  violations  or  similar  offenses),  or  material  breach  of any
provision of this Agreement.

                     (e) A "change in control," for purposes of this  Agreement,
shall be deemed to have taken place if any person becomes the  beneficial  owner
of 35% or more of the total number of voting shares of the Company. For purposes
of this paragraph, a "person" includes an individual, corporation,  partnership,
trust or group  acting in  concert,  and a  "beneficial  owner"  shall  have the
meaning used in Rule 13d-3 under the Securities Exchange Act of 1934.

                11.      Restrictive Covenants.

                     (a)  During  the  employment  of the  Executive  under this
Agreement  and for a period of one year  after  termination  of such  employment
other than a termination by the Company  without cause,  the Executive shall not
at any time (i)  compete on his own  behalf or on behalf of any other  person or
entity,  with the Company or any of its  affiliates  within all  territories  in
which the Company does  business  with respect to the business of the Company or
any of its  affiliates as such business shall be conducted on the date hereof or
during the  employment of the Executive  under this  Agreement;  (ii) solicit or
induce,  on his own  behalf  or on behalf of any  other  person or  entity,  any
employee  of the  Company  or any of its  affiliates  to leave the employ of the
Company or any of its affiliates;  or (iii) solicit or induce, on his own behalf
or on behalf of any other  person or entity,  any customer of the Company or any
of its  affiliates  to  reduce  its  business  with  the  Company  or any of its
affiliates.

                     (b)  The  Executive   shall  not  at  any  time  during  or
subsequent to his  employment by the Company,  on his own behalf or on behalf of
any other person or entity,  disclose any proprietary information of the Company
or any of its  affiliates  to any other person or entity other than on behalf of
the Company or in conducting its business,  and the Executive  shall not use any
such  proprietary  information  for  his own  personal  advantage  or make  such
proprietary  information  available to others for use,  unless such  information
shall  have  come  into  the  public  domain  other  than  through  unauthorized
disclosure.

                     (c) The ownership by the Executive of not more than 5% of a
corporation,  partnership or other  enterprise  shall not constitute a violation
hereof.

                     (d) If any  portion of this  Section 11 is found by a court
of competent jurisdiction to be invalid or unenforceable, but would be valid and


<PAGE>

enforceable  if modified,  this  Section 11 shall apply with such  modifications
necessary  to make this  Section 11 valid and  enforceable.  Any portion of this
Section 11 not required to be so modified  shall remain in full force and effect
and not be affected  thereby.  The Executive  agrees that the Company shall have
the right of specific  performance  in the event of a breach by the Executive of
this Section 11.

                12. No  Assignments.  This  Agreement is personal to each of the
parties  hereto.  No party may  assign or  delegate  any  rights or  obligations
hereunder without first obtaining the written consent of the other party hereto.
However,  in the  event of the death of the  Executive  all  rights  to  receive
payments hereunder shall become rights of the Executive's estate.

                13. Other Contracts. The Executive shall not, during the term of
this Agreement,  have any other paid employment  other than with a subsidiary of
the Company, except with the prior approval of the Board of Directors.

                14.  Amendments or Additions;  Action by Board of Directors.  No
amendments or additions to this Agreement shall be binding unless in writing and
signed by all parties hereto. The prior approval by a majority vote of the Board
of  Directors  shall be  required  in order for the  Company  to  authorize  any
amendments  or additions to this  Agreement,  to give any consents or waivers of
provisions of this  Agreement,  or to take any other action under this Agreement
including any termination of employment with or without cause.

                15.  Section  Headings.   The  section  headings  used  in  this
Agreement are included solely for  convenience and shall not affect,  or be used
in connection with, the interpretation of this Agreement.

                16.  Severability.  The  provisions of this  Agreement  shall be
deemed severable and the invalidity or  unenforceability  of any provision shall
not affect the validity or enforceability of the other provisions hereof.

                17.  Governing Law. This Agreement shall be governed by the laws
of the State of Colorado (other than the choice of law rules thereof).


                                                      EXECUTIVE TELECARD, LTD.


                                                      By:-----------------------

                                                          RONALD A. FRIED