EMPLOYMENT AGREEMENT ("Agreement"),  dated as of ____________, 1999 between
Planet  Access  Networks  Inc.,  its  successors  and  assigns,   a  New  Jersey
corporation  with an office at 7 Waterloo Road,  Suite 202,  Stanhope New Jersey
07874, (the "Company"), and Jeff Cartwright ("Employee").

     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 Vice  President;  and Employee  hereby agrees to accept such employment
and perform the duties of such office. Employee shall report to and be under the
direction  and control of the Board of Directors of the Company,  and shall have
the  usual  and  necessary  authority,  duties  and  responsibilities  of a Vice
President of the Company. Employee shall devote his best efforts to the business
of the Company and to promoting  its best  interest.  The Company  shall furnish
Employee with an office,  secretarial  help and other facilities and services as
are suitable to his position and adequate for the  performance  of his duties in
accordance with the provisions of this Agreement.  In addition,  the Company may
provide Employee with such Employee perquisites as may be deemed by the Board of
Directors 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
May __, 1999 and shall extend until the fourth anniversary of the date thereof.



<PAGE>

     3. PLACE OF PERFORMANCE.  In connection with his employment by the Company,
Employee shall be based at the Company's principal office.

     4. COMPENSATION AND EXPENSES.

     (a) The  Company  shall pay to the  Employee a salary at a rate of $150,000
per year,  payable  in  accordance  with the  normal  payroll  practices  of the
Company. In addition,  the base salary and bonuses shall be reviewed annually by
the  Board  of  Directors  of the  Company  who  may  make  recommendations  for
additional increases.

     (b) 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 Employees of the Company.

     (c) In  addition,  during  the term of this  Agreement,  the  Company  will
provide Employee with a vehicle comparable to the one he currently operates plus
pay Employees motor vehicle  insurance as it is currently  maintained.  Employee
will be personally  responsible for maintaining  detailed  business and personal
use vehicle logs of mileage and expenses, sufficient to satisfy the requirements
of the Internal Revenue Service.

     (d)  Employee  will be  entitled to a one time bonus of  $46,000.00  if the
Company  secures  initial  financing  as  contemplated  by  the  Stock  Purchase
Agreement  between the  Company and The  Translation  Group,  Ltd.,  by way of a
public  offering as a result of which the Company has a post-money  valuation in
excess of $20,000,000.00  (calculated by multiplying the initial public offering
price by the number of shares of the Company  outstanding  after the  offering).
Said  Bonus  shall be paid  within  two weeks  after  funds,  if any,  from such
offering become available.


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<PAGE>

     (e) During the term of this Agreement (including extensions),  the Employee
will retain a seat on the Board of Directors of the Company,  its  successors or
assigns.

     (f) 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.

     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 3
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 may be carried over and accrued to the next year
unless  the  Company   determines,   in  a  case  of  unusual   and   mitigating
circumstances, not to permit carryover of vacation time.

        (c) Employee  will be eligible for  incentive  stock options to purchase
shares of The Translation  Group, Ltd., common stock at market price at the time
the options are exercised  ("Stock  Options").  These Stock Options will vest in
equal  installments over four years; will have a term of five (5) years; will be
subject to the provisions of The Translation Group, Ltd. 1995 Stock Option Plan;
and will be based  upon  specific  levels of after tax  income  achieved  by the


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<PAGE>

Company,  using  $350,000.00 after tax as the base. The specific number of Stock
Options shall be determined by dividing 46% of the after tax income in excess of
$350,000.00  by market price of the shares of The  Translation  Group,  Ltd. For
purposes  of this  Section,  the market  price of the shares of The  Translation
Group, Ltd., shall mean the high bid price of The Translation Group, Ltd. common
stock at the close of the first trading day after the close of each fiscal year.
Notwithstanding  anything  to the  contrary  hereinabove,  in no event shall the
Employee  be eligible to  exercise  more than  92,000  Stock  Options in any one
fiscal year.

     6. TERMINATION.

     (a) Death. Employee's employment hereunder shall terminate upon his death.

     (b) DISABILITY. If, as a result of Employee's incapacity due to physical or
mental illness then Employee shall be deemed to be permanently  disabled and the
Company shall give Employee Notice of Termination (as hereinafter defined) which
shall take effect thirty (30) days after the date it is sent to Employee.

     (c) 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, or
plea of "no contest"  to, any felony;  (ii) acts of fraud,  misappropriation  of
funds or property of the Company for Employee's own use or  embezzlement  of any
property  of the  company;  or (iii)  any  cardinal  breach by  Employee  of any
specific provision of this Agreement.

     (d) NOTICE OF  TERMINATION.  Any  termination  by the  Company  pursuant to
subsections (b) or (c) shall be communicated by written Notice of Termination to
the Employee.  For purposes of this Agreement,  a "Notice of Termination"  shall
mean a notice that shall  indicate  the specific  termination  provision in this
Agreement relied upon and shall set forth a summary of


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<PAGE>

the  circumstances  claimed to  provide a basis for  termination  of  Employee's
employment under the provision indicated.

     (e) DATE OF TERMINATION. The effective date of termination shall be:

     (i)  If   Employee's   employment  is  terminated   for   Disability,   one
hundred-twenty  (120) days after Notice of Termination  is given  (provided that
Employee shall not have returned to the performance of his duties on a full-term
basis during such one hundred-twenty (120) day period);

     (ii) If  Employee's  employment  is  terminated  pursuant to paragraph  (c)
above, the date specified in the Notice of Termination,  though not earlier than
the date of such Notice; and

     (iii) If Employee's employment is terminated for any other reason, the date
on which a Notice of Termination is given.

     7. COMPENSATION UPON TERMINATION.

     (a) If  Employee's  employment  shall be terminated by reason of his death,
the Company shall pay to his estate, the salary which would otherwise be payable
to Employee up to the first  anniversary  of the date on which his death  occurs
and any bonus payments or stock options already earned or substantially earned.

     (b)  If  Employee's  employment  shall  be  terminated  by  reason  of  his
disability,  the Company shall pay to Employee his salary for one hundred-twenty
(120) days after the date which  Notice of  Termination  is sent to Employee and
any bonus payments or stock options already earned or substantially earned.

     (c) If Employee is terminated  for Cause,  he shall receive only his salary
to the Date of Termination.


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<PAGE>

        (d) If Employee is  terminated  without  Cause by the Company,  Employee
will be  entitled  to  receive  payments  equal to the  aggregate  amount of all
payments due Employee during the term of this  Agreement,  without regard to any
extensions,  but in no event  less  then  one  year's  compensation  at the then
current rates. Such payment shall be paid in full prior to the expiration of the
term of Agreement in equal monthly  installments  to commence within thirty (30)
days of such termination.

     8. LIFE INSURANCE FOR BENEFIT OF COMPANY.  Employee agrees that the Company
in its  discretion  may  apply for and  procure  in its own name and for its own
benefit  life  insurance  upon the life of  Employee  in any  amount or  amounts
considered  advisable;  and that Employee shall have no right, title or interest
therein;  and  Employee  further  agrees  to  submit  to any  medical  or  other
examination  (and  submit to tests and  supply any  specimens  as  requested  in
connection  therewith)  and to execute  and  deliver  any  application  or other
instrument in writing reasonably necessary to effectuate such insurance.

     9.  CONFIDENTIALITY.  Employee hereby acknowledges that certain information
and materials  relating to the Company,  its products and the various  phases of
its 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,  not  generally  known  to the  Company's
competitors,  and that the Company  would  likely be  economically  or otherwise
disadvantaged  or harmed  by the  direct or  indirect  disclosure  of any of the
Confidential Materials.  Employee shall, at all times, both during and after the
term of this  Agreement,  hold all of the  Confidential  Materials  in strictest


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<PAGE>

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.  Subject to the provisions of Section 11, during this
Agreement  and for a period of two (2) years  following  the  conclusion of this
Agreement (the "Limited  Period"),  Employee shall not,  directly or indirectly,
(i) 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 or
(ii)  participate  in the  solicitation  of any  business of any type  presently
conducted  or which may from time to time be  conducted  by the  Company  or any
affiliated entity during the Limited Period from any person or entity which was,
or which from time to time may be, a customer of the  Company or any  affiliated
entity during the Limited Period.

     11.  NON-COMPETITION.  During the  Limited  Period,  Employee  shall not be
engaged  or  interested,  directly  or  indirectly,  as  an  officer,  director,
stockholders (excepting less than one (1%) percent interest in a publicly traded
company),  employee, partner, individual proprietor,  investor or consultant, or
in any other manner or capacity  whatsoever,  in any business  that involves the
production,  distribution  or marketing  of products or  services,  or otherwise
competitive with, any product or service  currently,  or which from time to time
may be,  produced,  distributed  or marketed  by the  Company or any  affiliated
entity  during  the  Limited  Period,  in any place in which the  Company or any
affiliated  entity at the time of such  termination  conducts  such


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<PAGE>

a  business,  without  the prior  written  approval  of the  Company;  provided,
however, that if any provision of Section 10 or this Section 11 would be held to
be unenforceable  because of the scope,  duration or area of its  applicability,
the court making such determination  shall have the power to, and shall,  modify
such scope, duration or area, or all of them, to the minimum extent necessary to
make such modified form. The above  notwithstanding,  Employee shall be entitled
to (i)  remain  on the  Board  of  Directors  of any  corporations  in  which he
currently  has such a  position  and (ii)  advise or  counsel  other  persons or
entities,  provided,  such activities are not  competitive  with the Company and
Employee's name is not publicly associated with such entities or activities.

     12. 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 of any  provision  of
Section  9,  10,  or 11 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, 10, or 11 of this  Agreement,  Employee  hereby consents to the granting of a
temporary restraining order,  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.  Notwithstanding
anything herein to the contrary,  Employee shall have no obligation or liability
under Sections 11 or 12 of this Agreement upon  termination of this Agreement by
the Company without cause.


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<PAGE>

     13.  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, to:
                                    _____________________
                                    _____________________
                                    _____________________
                                    _____________________

                                    Fax:

                           With a copy to:

                                    _____________________
                                    _____________________
                                    _____________________
                                    _____________________

                                    Fax:

                           If to Company to:

                                    The Translation Group, Ltd.
                                    30 Washington Avenue
                                    Haddonfield, NJ 08033
                                    Attn: John Toedtman

                                    Fax: 609-795-8737

                           With copies to:

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

                                    Fax: 609-988-1205

                           And

                                    Joseph P. Galda, Esquire
                                    Buchanan & Ingersoll
                                    11 Penn Center, 14th Floor
                                    1835 Market Street
                                    Philadelphia, PA 19103-2985

                                    Fax: 215-665-8760


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<PAGE>

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.

     14.  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 attorney's fees.

     15. 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  12),  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.  If the parties are
unable to agree upon the  appointment  of an  arbitrator,  then the  arbitration
shall take place before a panel of three arbitrators selected in accordance with
the Arbitration  Rules. 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(s) 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 13 of this  Agreement  or in any other manner
permitted by applicable law.

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     16. 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 an 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,
provided  that Employee  shall assume the  positions


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<PAGE>

as negotiated  between the Company and any such other entity it  consolidated or
merges with.  This Agreement  calls for the provision of personal  services and,
accordingly,  shall not be assignable by Employee.  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 affected  expect 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.





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     IN WITNESS  WHEREOF,  this  Agreement  has been executed by the Company and
Employee as of the date first written above.

                                    Planet Access, Inc.



                                    BY:______________________________
                                       Name:
                                       Title:



                                    BY:____________________________________
                                        Jeff Cartwright, Employee