EMPLOYMENT  AGREEMENT  ("Agreement"),  dated  as of  October  1,  1998,
between The Translation Group, Ltd., a Delaware Corporation with an office at 30
Washington  Avenue,  Haddonfield,  New Jersey 08033,  (the "Company"),  and John
Toedtman  ("Employee")  residing at 11 Birch Drive,  Basking  Ridge,  New Jersey
07920.

         WHEREAS,  the Company is desirous of employing  Employee to further the
business purposes of the Company; and

         WHEREAS,  Employee is desirous of being  employed by the Company on the
terms provided herein;

         NOW, THEREFORE, the Company and Employee agree as follows:

         1.  EMPLOYMENT.  The Company hereby agrees to employ Employee on a full
time basis as Chief Operating Officer of the Company; and Employee hereby agrees
to accept such  employment and perform the duties of such office and to be under
the  direction  and control of the Board of Directors  of the Company.  Employee
shall  devote his best  efforts to the  business of the Company and to promoting
its  best  interest.  The  Company  may  provide  Employee  with  such  Employee
perquisites as may be deemed by the Company to be  commensurate  with Employee's
position with the Company.

     2.  TERM  OF  EMPLOYMENT.   Subject  to  the  provisions  for   termination
hereinafter provided, the term of Employee's employment hereunder shall begin on
October 1, 1998, and shall extend until September 30, 2001.

     3. COMPENSATION.

        (a)    The  Company  shall  pay to  the Employee  a salary  at a rate of
               $100,000.00  per year,  payable  in  accordance  with the  normal
               payroll practices of the Company. Provided that Employee's salary
               will be increased to  $145,000.00 in the second year in the event
               that the Company receives $5,000,000  cumulative financing during
               the first twelve months of this Agreement; and, Employee's salary
               will be increased to  $175,000.00  in the third year in the event
               that the Company receives $5,000,000  cumulative financing and is
               listed on  NASDAQ  or AMEX:  The base  salary  shall be  reviewed
               annually  by the Board of  Directors  of the Company who may make
               recommendations  to the  Compensation  Committee  for  additional
               increases.

        (b)    Bonus  Schedule.  In addition to his base salary,  Employee shall
               be entitled to receive 300,000 stock options of the Company at an
               exercise  price  of  $5.00  per  share  in  accordance  with  the
               following provisions:
               i.  100,000 vest immediately upon signing this Agreement.
               ii. 100,000 vest upon $5,000,000  cumulative financing during the
                   first twelve  months of this  Agreement,  or upon sale of the
                   Company, or change of control of the Company.


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               iii.  100,000 vest upon  NASDAQ or AMEX listing,  or upon sale of
                     the Company, or change of control of the Company.

               iv.   A bonus of 1% of new financing,  with a minimum  cumulative
                     financing of  $5,000,000  during the first twelve months of
                     this Agreement.

               v.    In the stock  option  grant,  the  Company,  in addition to
                     normal  exercise  provisions,  will  provide for  "non-cash
                     exchange" of option exercise.

        (c)    All  compensation  payable to Employee  under this  Agreement  is
               stated in a gross  amount and will be  subject to all  applicable
               withholding  taxes, or other normal payroll  deductions,  and any
               other amounts required by law to be withheld.

     4. EXPENSES.

        (a)    During the term of this  Agreement,  the Company shall  reimburse
               Employee for all reasonable Company related travel, entertainment
               and other business expenses reasonably  necessary and appropriate
               for  the  performance  of his  duties  hereunder,  provided  that
               Employee  submits  receipts  and  other  expense  records  to the
               Company in accordance  with the Company's  general  reimbursement
               policy then in effect for  Employee  and other  employees  of the
               Company.

        (b)    During the term of this Agreement,  the Company will pay Employee
               an  annual  vehicle  allowance  of  $6,000.00  in  equal  monthly
               payments of $500.00.  Employee will be personally responsible for
               maintaining detailed business and personal use of vehicle logs of
               mileage and expenses,  sufficient to satisfy the  requirement  of
               the Internal Revenue Service.

     5. EMPLOYEE BENEFIT PLANS

        (a)    During the term of Employee's  employment  under this  Agreement,
               Employee  shall be  entitled  to  participate,  to the  extent he
               and/or  members  of his  family  are  eligible,  in all  employee
               benefit plans in effect for  Employees of the Company  during the
               term of this  Agreement.  Also, the Company shall purchase on the
               life of Employee  (I) life  insurance in an amount equal to 2 1/2
               times his then  current  annual  base  salary  naming  Employee's
               designee as beneficiary.

        (b)    During  the  term of  Employee's  employment,  Employee  shall be
               entitled to four weeks paid  vacation,  as well as paid  holidays
               given by the Company to its  employees.  Vacation  time cannot be
               carried  over and  accrued  to the next year but must be taken in
               the  year  earned,  unless  the  Company  determines,  in case of
               unusual and  mitigating  circumstances,  to permit  carryover  of
               vacation time.

<PAGE>


     6. TERMINATION

        (A)    DEATH.  Employee's  employment hereunder shall terminate upon his
               death and all  obligations  of the Company to the  Employee  will
               cease as of the date of the Employee's death.

        (B)    DISABILITY.  If,  as a result  of  Employee's  incapacity  due to
               physical or mental  illness then  Employee  shall be deemed to be
               disabled.  Employee's  employment  hereunder shall terminate upon
               his disability and all obligations of the Company to the Employee
               expect  provisions of the stock options will cease as of the date
               of the Employee's disability.  Provided that for purposes of this
               subsection,  "incapacity"  shall  mean  any  physical  or  mental
               illness which substantially interferes with Employee's ability to
               fulfill his duties under this Agreement.

        (C)    OTHER  REASON.  Any other reason other than cause under (d) below
               or for reasons under (a) or (b) above.

        (D)    CAUSE. The Company may terminate Employee's  employment hereunder
               for Cause.  For the purpose of this Agreement,  the Company shall
               have "Cause" to terminate  Employee's  employment  hereunder upon
               (I)  Employee's  conviction  or,  plea of "no  contest"  to,  any
               felony; (ii) material acts of fraud, dishonesty, misappropriation
               of funds or property of the  Company  for  Employee's  own use or
               embezzlement  of  any  property  of the  company;  or  (iii)  any
               material  breach by Employee of any  specific  provision  of this
               Agreement.

        (E)    NOTICE OF TERMINATION. Any termination by the Company pursuant to
               subsections  (b),  (c) or (d)  above  shall  be  communicated  by
               written Notice of Termination to the Employee.

        (F)    DATE OF TERMINATION.  The effective date of termination  shall be
               the date Notice of Termination is given.

     7. COMPENSATION UPON TERMINATION.

        (a)    If  Employee's   employment  shall  be  terminated   pursuant  to
               subsection  (d) above,  he shall  receive  only his salary to the
               Date of Termination.

        (b)    If Employee is  terminated  pursuant  to  subsections  (a) or (b)
               above,  the  Employee  will be entitled to receive,  as severance
               compensation,  an  amount  equal to one (1)  month of  Employee's
               annual base salary,  bonuses earned as of the date of termination
               and one (1) month of benefits.

        (c)    If Employee  is  terminated  under  subsection  6(c)  above,  the
               Employee  shall be  entitled to receive the greater of either one
               year's  current  pay and  benefits or the  remaining  term of the
               Agreement.  The termination  salary amount will be paid as a lump
               sum at termination. Employee will retain vested stock options.



<PAGE>

     8. RESULTS OF THE EMPLOYEE'S SERVICES.  The Company will be entitled to and
        will own all the results and proceeds of the  Employee's  services under
        this Agreement, including, without limitation, all rights throughout the
        world to any  copyright,  patent,  trademark  or other  right and to all
        ideas, inventions,  products, programs,  procedures,  formats, and other
        materials  of any kind created or developed or worked on by the Employee
        during his employment by the Company.

     9. CONFIDENTIALITY.  Employee hereby  acknowledges that certain information
        and  materials  relating  to the  Company,  its  product and the various
        phases of their operations including, without limitation, trade secrets,
        formulas, know-how, specifications,  drawings, consumer, distributorship
        and  supplier  lists,  books,  manuals  and  other  data  (collectively,
        "Confidential  Materials"),  heretofore  or  hereafter  obtained  by  or
        entrusted  to him in the  course  of his  association  with the  Company
        (whether  prior  to or  after  the  date  hereof),  is or  will  be of a
        confidential  or  proprietary  nature,  which (a) may  become the public
        domain or (b)  through  no fault of the  Employee  becomes in the public
        domain or is generally known.  Employee shall, at all times, both during
        and  after  the term of this  Agreement,  hold  all of the  Confidential
        Materials in strictest  confidence and not use for his own benefit or of
        the benefit of any other  person or directly or  indirectly  disclose or
        suffer  the  disclosure  of  any of the  Confidential  Materials  to any
        person,  firm,  corporation,  association  or other  entity  to whom any
        Confidential  Materials  have been  disclosed  or are  threatened  to be
        disclosed  by  Employee,  directly  or  indirectly,  (other  than in the
        ordinary course of business of the Company), without the Company's prior
        written consent. Upon the termination of Employee's employment, Employee
        shall return all Confidential Materials to the Company.

    10. NON-SOLICITATION.  During this  Agreement  and for a period  of one (1)
        year following the conclusion of this Agreement (the "Limited  Period"),
        Employee shall not, directly or indirectly,  hire, solicit, or encourage
        to leave the employ of the Company or any affiliate  entity,  any person
        employed by the company or any affiliated entity.

    11. ENFORCEMENT OF  CONFIDENTIALITY,  NON-SOLICITATION  AND  NON-COMPETITION
        AGREEMENTS.  Employee hereby acknowledges that the Company will not have
        an  adequate  remedy  at law in the  event of any  breach  by him or any
        provision of Section 9 or 10 of this Agreement and that the Company will
        suffer  irreparable  damage and  injury as a result of any such  breach.
        Accordingly,  in the event of Employee's  breach or threatened breach of
        any  provision  of Section 9 or 10 of this  Agreement,  Employee  hereby
        consents to the granting of a temporary restraining order, a preliminary
        injunction  and/or  permanent  injunction  against  him or any  court of
        competent jurisdiction prohibiting him from committing or continuing any
        such  breach or  threatened  breach,  but no action for any such  relief
        shall be  deemed  to waive the  right of the  Company  to an action  for
        damages.

    12. NOTICE.  For the  purposes  of this  Agreement,  notices  and all  other
        communications  provided  for herein  shall be in  writing  and shall be
        deemed to have been duly given when delivered,  if personally delivered,
        or three (3) days after being mailed by United States  registered  mail,
        return receipt requested, postage prepaid, addressed as follows:

                                IF, TO EMPLOYEE:
                           John Toedtman
                           11 Birch Drive
                           Basking Ridge, New Jersey 07920

                               IF, TO THE COMPANY:
                           Board of Directors
                           The Translation Group, Ltd.
                           30 Washington Avenue
                           Haddonfield, New Jersey 08033

                                WITH A COPY TO

                           Michael C. Cascio, Esquire
                           12 E. Stow Road, Suite 150
                           Marlton, NJ   08053

                  or to such other address as a party may have  furnished to the
                  other in writing in accordance  herewith,  except that notices
                  or change of address shall be effective only upon receipt.

    13. EXPENSES OF  LITIGATION;  ARBITRATION.  The Company  and  Employee  each
        hereby  agree that in  connection  with any  litigation  or  arbitration
        arising under this Agreement that proceeds to judgment or an award,  the
        losing party of any claim arising thereunder shall pay to the prevailing
        party all of its costs and  expenses  incurred  in  connection  with the
        prosecution or defense of such claim including,  but not limited to, any
        and all reasonable attorneys' fees.

    14. ARBITRATION.  Any and all controversies,  claims or disputes arising out
        of or relating to this  Agreement,  or the breach thereof (other than as
        covered  in Section  11),  shall be solely  and  exclusively  settled by
        arbitration in accordance with the Commercial  Arbitration Rules then in
        effect (the "Arbitration Rules") of the American Arbitration Association
        ("AAA").  The arbitration  shall take place in Haddonfield,  New Jersey,
        and the  arbitrator  shall be  appointed  by the  mutual  consent of the
        parties.  The arbitrator  appointed by the parties or such panel, as the
        case may be, is sometimes  referred to herein as the "Arbitrator".  Each
        party hereby irrevocably consents to the sole and exclusive jurisdiction
        and venue of the state and  Federal  courts  located in the State of New
        Jersey  in  connection  with any  matter  arising  out of the  foregoing
        arbitration or this Agreement, including but not limited to confirmation
        of the award rendered by the Arbitrator and enforcement thereof by entry
        of judgment thereon or by any other legal remedy.  Service of process in
        connection  with any such  arbitration  or any  proceeding to enforce an
        arbitration  award may be made in the  manner set forth in Section 12 of
        this Agreement or in any other manner permitted by applicable law.

     15. .MISCELLANEOUS.

         (a)   This  Agreement sets forth the entire  understanding  between the
               parties as to the subject  matter hereof and superseded all prior
               agreements,  arrangements  and  understandings,  written or oral,
               between  them as to  such  subject  matter.  There  have  been no
               promises,  statements,  representations  or other  inducements to
               this Agreement other than as set forth herein.

         (b)   This  Agreement  may not be  amended,  nor may any  provision  be
               modified or waived, except by an instrument duly executed by both
               parties.

         (c)   Either party's failure at any time to require  performance of any
               of the terms,  provisions or  conditions  hereof shall not affect
               such party's  right  thereafter  to enforce this  Agreement or be
               deemed a waiver of any succeeding breach.

         (d)   Paragraph headings contained in this Agreement have been inserted
               for  convenience  or reference  only,  are not to be considered a
               part of this Agreement and shall not affect the interpretation of
               any provision hereof.

         (e)   This  Agreement  shall be governed by and construed in accordance
               with the laws of the State of New Jersey  applicable to contracts
               made and to be wholly performed within said State.

         (f)   This Agreement  shall be binding upon and inure to the benefit of
               the Company and its  successors  and assigns,  including  without
               limitation,   any   corporation   which   may   acquire   all  or
               substantially all of the Company's assets and business or with or
               into  which the  Company  may be  consolidated  or  merged.  This
               Agreement  calls for the  provision  of  personal  services  and,
               accordingly,  shall not be  assignable  by  Employee  except with
               respect to (stock options).  However, the restrictions of Section
               9  shall   be   binding   upon   Employee's   heirs,   executors,
               administrators and legal representatives.

         (g)   If any  provision  of this  Agreement or the  application  of any
               provision to this Agreement is declared to be illegal, invalid or
               otherwise unenforceable by a court of competent jurisdiction, the
               remainder of this Agreement  shall not be effected  except to the
               extent necessary to delete such illegal, invalid or unenforceable
               provision, unless such declaration shall substantially impair the
               benefit of the remaining  portions of this Agreement.  IN WITNESS
               WHEREOF,  THIS  Agreement  has been  executed  by the Company and
               Employee as of the date first written above.


                                          THE TRANSLATION GROUP, LTD.


                                          BY:______________________________(S)
                                             Charles D. Cascio
                                             President and CEO

                                          BY:______________________________(S)
                                             John Toedtman, Employee