Exhibit 10.13
                              EMPLOYMENT AGREEMENT


     THIS  EMPLOYMENT  AGREEMENT is made and entered into as of this 29th day of
June 2001, by and between Daniel Matrisciani ("Matrisciani" and/or "Executive"),
and Capital  Beverage  Corporation,  a Delaware  corporation  ("Capital"  and/or
"Company").  Executive's  address  is  546  Carlton  Blvd,  Staten  Island,  NY.
Capital's address is 1111 East Tremont Avenue, Bronx, New York.


W I T N E S S E T H :
- - - - - - - - - -

     WHEREAS,  Capital  wishes  to  enter  into  an  employment  agreement  with
Executive  for a period of three (3) years from June 29, 2001  through  June 28,
2004 with options in favor of Executive to continue  this  Employment  Agreement
for an additional two (2) years; and

     WHEREAS,  Capital  agrees  to employ  Executive  as its Vice  President  of
Operations in accordance with the terms and conditions set forth below:

          1. TERM:  Executive  will be employed by Capital as the Vice President
     of  Operations  for a  period  of  three  (3)  years  from the date of this
     Agreement  ("Effective  Date") with  options in favor of the  Executive  to
     continue this  Employment  Agreement for an  additional  two (2) years,  as
     provided in Section 16.

     2. DUTIES AND  RESPONSIBILITIES  OF EMPLOYEE:  The Executive shall serve as
the Vice  President of Operations of the Company and shall have such  authority,
duties and responsibilities  that are consistent with those commonly given to an
executive  of the  Company  (which  duties are  executive  in  nature)  and such
additional  authority,  duties and  responsibilities as may from time to time be
conferred  upon  or  assigned  to the  Executive  by or  pursuant  to  authority
delegated  by  the  President  of the  Company  which  duties  may  include  the
performance of services for  subsidiaries  of the Company.  The Executive  shall
devote all of his working  time and efforts to the  business  and affairs of the
Company and/or its subsidiaries. Reasonable travel outside the State of New York
may  be   required   in  order  to   perform   Executive's   duties   hereunder.
Notwithstanding  the  foregoing,  Executive  shall be entitled to maintain other
passive business interests or holdings that do not interfere with his ability to
provide the services required hereunder.

<PAGE>


     3.  BASE  SALARY:  Capital  will pay to  Executive  the base  salary of One
Hundred  and  Ninety  Two  Thousand  ($192,000)  Dollars  per  year,  less  such
deductions  as shall be required to be withheld by  applicable  law,  payable in
equal weekly  installments  over a period of three (3) years from the  Effective
Date, plus any extension of the agreement (as provided in Section 16).


     3.1 ADDITIONAL COMPENSATION: In addition to the base salary, Executive will
receive the following additional compensation from the Company:


          a.  Executive will  participate in any stock option plan,  401(k) plan
     and other  pension  and benefit  plans made  available  to other  executive
     officers of the Company, as determined by the Board of Directors;

          b.  Executive  will  receive  reimbursement  with respect to leased or
     owned vehicle payments,  gas, tolls, parking,  mileage and other automobile
     related  expenses not to exceed $1,000 per month and subject to appropriate
     receipts being presented by Executive to the appropriate  financial officer
     of Capital;

          c.  Capital  will  continue  to  maintain in full force and effect the
     health and welfare coverage for the Executive and his family providing such
     benefits as were  previously  maintained by Prospect  and/or Capital or any
     equivalent coverage through a different carrier;

          d. Capital will pay up to Five  Hundred  ($500)  Dollars per month for
     Executive to lease and use a mobile or cellular telephone to be used in the
     course of the business of Capital and subject to appropriate receipts being
     presented by Executive to the appropriate financial officer of Capital; and

          e. Capital will reimburse Executive for up to $833 per month in travel
     and  entertainment  expenses  incurred  in the  course of the  business  of
     Capital and subject to the  Executive  presenting  to  Capital's  financial
     staff the proper and necessary receipts and  documentation,  as required by
     Capital.



<PAGE>

     3.2  INCENTIVE  BONUS.  The  Executive  will be paid by the  Company a cash
incentive bonus, subject to the following terms and conditions:


          a.  In  addition  to his  other  compensation  set  forth  above,  the
     Executive  will  receive a bonus  payable on or before  April 30, 2002 with
     respect to calendar  year 2001, if and only if, for the calendar year 2001,
     Capital  makes a net after tax profit of Five Hundred  Thousand  ($500,000)
     Dollars or more in the  calendar  year 2001 in  connection  with  Capital's
     operations and sales  conducted in the State of New York ("New York Area"),
     excluding,  inter alia, all  operations and sales in all other states.  The
     bonus for the Executive will be calculated by paying the Executive  6.6666%
     of the net  after-tax  profit  of the  Company  and its  subsidiaries  on a
     consolidated  basis  from  operations  and sales in the New York Area above
     Five  Hundred  Thousand  ($500,000)  Dollars  net  after  tax  profit.  The
     Executive  must remain in the  employment of Capital  through  December 31,
     2001 to be eligible to receive the bonus for the year 2001.


          b.  In  addition  to his  other  compensation  set  forth  above,  the
     Executive  will  receive a bonus  payable on or before  April 30, 2003 with
     respect to calendar  year 2002, if and only if, for the calendar year 2002,
     Capital  makes a net after tax profit of Five Hundred  Thousand  ($500,000)
     Dollars or more in the  calendar  year 2002 in  connection  with  Capital's
     operations and sales conducted in the New York Area, excluding, inter alia,
     all operations  and sales in all other states.  The bonus for the Executive
     will be calculated  by paying the  Executive  6.6666% of the net after -tax
     profit of the Company and its  subsidiaries  on a  consolidated  basis from
     operations  and  sales in the New York Area  above  Five  Hundred  Thousand
     ($500,000)  Dollars net after tax profit.  The Executive must remain in the
     employment of Capital  through  December 31, 2002 to be eligible to receive
     the bonus for the year 2002.


          c.  In  addition  to his  other  compensation  set  forth  above,  the
     Executive  will  receive a bonus  payable on or before  April 30, 2004 with
     respect to calendar  year 2003, if and only if, for the calendar year 2003,
     Capital  makes a net after tax profit of Five Hundred  Thousand  ($500,000)
     Dollars or more in the  calendar  year 2003 in  connection  with  Capital's
     operations and sales conducted in the New York Area, excluding, inter alia,
     all operations  and sales in all other states.  The bonus for the Executive
     will be  calculated  by paying the  Executive  6.6666% of the net after-tax
     profit of the Company and its  subsidiaries  on a  consolidated  basis from
     operations  and  sales in the New York Area  above  Five  Hundred  Thousand
     ($500,000)  Dollars net after tax profit.  The Executive must remain in the
     employment of Capital  through  December 31, 2003 to be eligible to receive
     the bonus for the year 2003.



<PAGE>

          d. In calculating the bonuses  provided in (a), (b) and (c) above, the
     following shall apply:

               (i) The $500,000  threshold shall be prorated during any calendar
          year  in  which  Executive  has not  been  employed  for the  complete
          calendar year (ie.,  $250,000 of net after tax profits if Executive is
          employed from July 1, 2001 through  December 31, 2001 in calendar year
          2001),  other than in the case of  termination  of this  Agreement for
          "cause" (as defined in Section 9(c) below);


               (ii) Sales and selling,  general and  administrative  expenses of
          Capital attributable to the business conducted outside of the New York
          Area, shall be excluded from the calculation of the bonus;

               (iii)  There shall be no  reduction  in  computing  net after tax
          profits with respect to the bonuses being paid to Michael  Matrisciani
          and Monty Matrisciani;

               (iv) The phone card business  (Sales and all  expenses)  shall be
          excluded from the calculation of the bonus; (v) The calculations shall
          be determined by the Company  auditor's in accordance  with  generally
          accepted accounting principles, unless otherwise specifically provided
          to the contrary in this Section 3.2(d);

               (vi) In computing  the after tax profits  herein,  Capital  shall
          apply the maximum  amount of its net operating  loss carry forwards as
          permitted  pursuant  to the  rules  and  regulations  of the  Internal
          Revenue Code;

               (vii) All expenses (including extraordinary expenses) incurred as
          a result  of the  operations  outside  of the New York  Area  shall be
          excluded from the calculation of the bonus; and

               (viii) In computing the after tax profits  herein,  Capital shall
          not apply any amortization or depreciation expenses.

               (e) If this  Agreement is extended  pursuant to the provisions of
          Section 16,  Executive  shall be entitled to the cash incentive  bonus
          provided in this Section 3 during such periods.


     4. BUSINESS EXPENSES: In the event that the Executive is required to expend
money for travel or for any  extraordinary  expense  relating to the business of
Capital in excess of $833 per month (as provided in 3(e) above),  the  Executive
must procure prior written  authorization  from Carmine N. Stella,  President or
Carol Russell, Secretary/Treasurer of Capital.


<PAGE>

     5. VACATION  POLICY:  Executive  shall be entitled to paid vacation of four
(4) weeks per calendar  year,  pro rated as  applicable  for any partial year of
employment.  If Executive does not use his allotted  vacation,  he may carry any
unused  vacation over to the following  years.  Upon  termination of employment,
Executive shall not be paid for any unused vacation days. .

     6. PERSONAL DAYS AND HOLIDAYS: Executive shall be entitled to be reimbursed
for six (6)  personal  leave days per year (earned at the rate of 1 personal day
for every 2 months of employment) and sick days in keeping with Capital's policy
regarding executives. Executive shall be entitled to holidays in accordance with
Capital's company policy.

     7. BEREAVEMENT LEAVE: Executive shall be afforded five (5) days bereavement
leave in the event of the death of any member of his immediate family.


     8. SEVERANCE: If Executive ceases to be employed by Capital for any reason,
Executive  will receive four (4) weeks base salary for each year of service with
Capital,  which salary shall be paid within 1 week of termination of employment.
Such payment will be pro-rated  for the portion of  Executive's  first and final
year of service, if any year is a partial year. Executive will receive severance
pay only if  Executive  releases  Capital  of all  claims.  Notwithstanding  the
foregoing,  nothing contained herein will waive the Executive's right to contest
any  termination  and seek damages  pursuant to the  "Disputes  and  Arbitration
Provision"  in Paragraph  15, in which case the  severance  pay will not be paid
until the matter has been resolved.


     9. TERMINATION: The Executive's employment hereunder may be terminated upon
the following circumstances:


          (a) Death.  The Executive's  employment  hereunder shall be terminated
     upon his death.  Executive's base salary and other compensation shall cease
     on such date, but  Executive's  estate shall be entitled to payment of base
     salary and other compensation  through the date of death plus the pro rated
     amount (as  calculated  in  3.2(d)(i)  above) of his bonus  provided  under
     Section 3, if any.

          (b) Disability.  If, as a result of the Executive's  incapacity due to
     physical or mental  illness,  the Executive shall have been absent from his
     duties  hereunder  for ninety  (90)  consecutive  days or for an  aggregate
     period of  one-hundred-eighty  (180) days  during a  consecutive  period of
     twelve (12) months,  the Company may terminate the  Executive's  employment
     hereunder.  Upon  termination for disability,  Executive's  base salary and
     other compensation shall cease on such date but Executive shall be entitled
     to  payment  of base  salary  and other  compensation  through  the date of
     termination  plus a pro rated amount (as calculated in 3.2(d)(i)  above) of
     his bonus provided under Section 3, if any.

<PAGE>

          (c) Cause. The Company (upon majority vote of the Board) may terminate
     the  Executive's  employment  hereunder  for "Cause".  For purposes of this
     Agreement,  "Cause" shall mean: (i) repeated violations by the Executive of
     the Executive's  assigned duties (other than any such violations  resulting
     from the  Executive's  incapacity  due to physical or mental  illness)  and
     which are not  remedied  within ten (10) days after  receipt of notice from
     the Company specifying such violations; or (ii) immediately, after any such
     actual  violations  after the  issuance  of a "Notice of  Termination"  (as
     defined in Section 9 (d) hereof which  specifies the same  violation in (i)
     above);  (iii) a material  breach by the Executive of any provision of this
     Agreement if such  material  breach has not been cured within ten (10) days
     after receipt of notice from the Company specifying such breach or (iv) any
     illegal  act  or  acts  of  the  Executive   involving   moral   turpitude,
     embezzlement, misappropriation of property of the Company or any subsidiary
     thereof or any other act involving  dishonesty or fraud with respect to the
     Company or any subsidiary thereof.

          (d) Any  termination  of the  Executive's  employment  by the  Company
     (other  than  termination   pursuant  to  Section  9(a)  hereof)  shall  be
     communicated   by  written  Notice  of  Termination  to  the  Executive  in
     accordance  with  Section 19 hereof.  For  purposes  of this  Agreement,  a
     "Notice  of  Termination"  shall mean a notice  which  shall  indicate  the
     specific termination  provision in this Agreement relied upon and shall set
     forth in reasonable detail the facts and circumstances claimed to provide a
     basis for termination of the Executive's  employment under the provision so
     indicated.

          (e)  "Date  of  Termination"  shall  mean  the  following:  (i) if the
     Executive's  employment is terminated by his death,  the date of his death;
     (ii) if the Executive's  employment is terminated  pursuant to Section 9(b)
     hereof,  ten (10) days after the Notice of Termination  is given;  (iii) if
     the Executive's  employment is terminated  pursuant to Section 9(c) hereof,
     the later of the date that the Notice of  Termination is given and the date
     specified in the Notice of Termination.

          (f) If any third party shall bring an action against the Company,  its
     subsidiaries,  agents,  servants,  shareholders,   directors,  officers  or
     employees due to an alleged breach of an employment  agreement or violation
     of a non-compete  agreement by Executive,  the Company may give a Notice of
     Termination  to the Executive  terminating  his employment on ten (10) days
     notice  if  Executive  is  ultimately  found,  by a court  or  tribunal  of
     competent jurisdiction, to have violated such provisions.  Executive hereby
     represents  that  he is not a  party  to any  agreement  of  employment  or
     agreement that restricts him from competition in any matter whatsoever.

          (g) If the  Executive  wishes to contest  the right of the  Company to
     terminate the Executive, the Executive may do so pursuant to the provisions
     of Paragraph 15, "Disputes and Arbitration."


          (h) Capital may not terminate  Executive's  employment without "cause"
     prior to the next annual meeting of shareholders of Capital.



<PAGE>

          10.  CONFIDENTIALITY:  During the period of his  employment  and for a
     period  of six (6)  months  from the  Date of  Termination  hereunder,  the
     Executive shall keep  confidential and shall not divulge to any other party
     or use for the  Executive's  benefit,  directly or indirectly,  any and all
     private,  secret and confidential  information  relating to such matters as
     the finances,  methods of operation  and  competition,  pricing,  marketing
     plans  and   strategies,   equipment  and  operational   requirements   and
     information  of the Company,  other than such  information  which (a) is or
     becomes  generally  available  to the  public  other  than as a result of a
     disclosure  by  Executive or (b) is required to be disclosed by law or by a
     judicial, administrative or regulatory authority.


          11. NON SOLICITATION OF EMPLOYEES: During the period of his employment
     and for a period of six (6) months from the Date of Termination  hereunder,
     Executive  shall not,  either for his own account or for any person firm or
     company,  solicit,  interfere with or endeavor to cause any employee of the
     Company or any  subsidiary of the Company to leave his or her employment or
     induce or attempt to induce any such employee to terminate or breach his or
     her employment agreement with the Company or any subsidiary of the Company.
     Executive  shall not be bound by the  provisions  of this Section if either
     (a) Capital  ceases  operations,  (b) Capital sells its business to a third
     party and Executive's  employment is terminated  prior to the expiration of
     the term,  (c) Capital  merges with another  entity,  is not the  surviving
     entity and Executive's  employment is terminated prior to the expiration of
     the term or (d) if Executive is terminated by Capital without "cause".


          12.  NONSOLICITATION  OF CLIENTS:  During the period of his employment
     and for a period of six (6) months from the Date of Termination  hereunder,
     Executive shall not solicit,  induce or attempt to induce any past, current
     or future client of the Company or any  subsidiary  of the Company  located
     within the New York Area, to cease or refrain from doing  business in whole
     or in part with the Company or any  subsidiary  of the  Company.  Executive
     shall not be bound by the  provisions of this Section if either (a) Capital
     ceases  operation,  (b)  Capital  sells its  business  to a third party and
     Executive's  employment  is  terminated  by such third  party  prior to the
     expiration of the term, (c) Capital merges with another entity,  is not the
     surviving  entity and  Executive's  employment  is terminated by such other
     entity  prior  to the  expiration  of the  term  or  (d)  if  Executive  is
     terminated by Capital without "cause".


          13.  INJUNCTIVE  RELIEF:  The  remedy  at law for any  breach  of this
     Agreement is and will be inadequate. In the event of a breach or threatened
     breach by Executive of the provisions of this Agreement,  the Company shall
     be  entitled  to  an  injunction   restraining  Executive  from  soliciting
     employees or clients of the Company or any  subsidiary or from  disclosing,
     in whole or in part,  the  private,  secret  and  confidential  information
     described herein. Executive will be enjoined from rendering any services to
     any person,  firm,  corporation,  association  or other entity to whom such
     information  has been  disclosed  or is  threatened  to be disclosed to any
     business described in Section 10 or from otherwise being connected with any
     business described in Sections 10, 11 or 12 or from otherwise violating the
     provisions  of  this  Agreement.  Nothing  herein  shall  be  construed  as
     prohibiting the Company from pursuing any other remedies available for such
     breach  or  threatened  breach  including  the  recovery  of  damages  from
     Executive.

<PAGE>

     14.  SEPARATE  COVENANTS:  This  Agreement  shall be deemed to consist of a
series of separate  covenants.  Executive  expressly  agrees that the character,
duration and geographical scope of this Agreement are reasonable in light of the
circumstances as they exist on the date upon which this Agreement are reasonable
in  light  of the  circumstances  as they  exist on the  date  upon  which  this
Agreement has been executed. However, should a determination nonetheless be made
by a court of competent  jurisdiction at a later date, that character,  duration
or  geographical  scope  of  this  Agreement  is  unreasonable,  then  it is the
intention and the such a manner as to impose only restrictions on the conduct of
Executive which are reasonable in light of the  circumstances as they then exist
and as necessary  to assure the Company or Executive of the intended  benefit of
this  Agreement,  enforced  in such  proceeding  shall,  for the purpose of such
proceeding, be deemed eliminated from this Agreement.


     15. DISPUTES AND ARBITRATION: In the event that a dispute arises, including
an alleged  breach of this  Agreement,  and the  parties are not able to resolve
such dispute,  then they shall submit their dispute to arbitration in the County
and City of New York in accordance with the prevailing Labor  Arbitration  Rules
of the  American  Arbitration  Association.  Additionally,  any  party  may seek
injunctive  relief from any Court of competent  jurisdiction  in the City of New
York or Long Island.  Any party may enter any award made by the  arbitrator as a
judgment in any Court of competent jurisdiction,  including State and/or Federal
Courts located in the City of New York or Long Island.  In the event that either
party has to seek injunctive  relief or any provisional  remedy,  the parties to
this  Agreement  consent to  jurisdiction  in the Federal  and/or  State  Courts
located in the City of New York or Long Island.  Nothing  contained herein shall
limit the right of the Company to seek immediate relief if injunctive  relief is
necessary to protect the Company's rights.


          16. OPTIONS:

               A. This Employment Agreement shall be automatically  extended for
          one year from June 29, 2004  through  June 28,  2005 unless  Executive
          gives Capital at least thirty (30) days written notice pursuant to the
          Notice  provision  contained  in Paragraph  19(B) of his  intention to
          terminate this Employment Agreement on June 28, 2004.

               B. If this  Employment  Agreement is extended for the fourth year
          pursuant to Paragraph 16(A) above, this Employment  Agreement shall be
          automatically  extended  for a second year from June 29, 2005  through
          June 28, 2006 unless Executive gives Capital at least thirty (30) days
          written notice pursuant to the Notice provision contained in Paragraph
          19(B) of his intention to terminate this Employment  Agreement on June
          28, 2005.


     17.  RELOCATION  OF CAPITAL In the event that Capital  moves its  principal
offices more than fifty miles from New York City,  Long Island and  Westchester,
the  Executive  may at his  election,  upon  twenty  (20) days  written  notice,
terminate this Employment Agreement.  In such event, the Executive will continue
to receive  twenty-six  (26) weeks of severance pay (base salary only)  provided
that the Executive executes full and complete General Releases to Capital in the
form acceptable to Capital.


         18. RIGHT TO SET-OFF. Executive acknowledges that if it is adjudicated
that Capital is entitled to payment due to its rights of indemnification from
Executive pursuant to the terms of that certain Asset Purchase Agreement, dated
as of May 4, 2001, between Capital, Prospect Beverage Inc. ("Prospect") and the
shareholders of Prospect, that Capital may off-set and withhold any bonus
payment payable to Executive hereunder. Capital may apply all of any bonuses
towards repayment of Executive's indemnification obligations. Any of such
bonuses that would otherwise be paid to Executive, shall be deposited into an
escrow account (with a third party to be mutually agreed upon between Capital
and Executive) pending the resolution of the matter.

<PAGE>

     19.  MISCELLANEOUS:

               A. Advice of Counsel.  The parties  acknowledge  and confirm that
          they have been  advised  by  counsel  as to the  consequences  of this
          Agreement  and that they fully intend to be bound by these  provisions
          and that their respective  counsel have advised them that they believe
          that this Agreement is valid and binding on all parties.

               B.  Notices.  All  notices  made  pursuant  to the  terms of this
          Agreement,  shall  be made in  writing,  sent  by  Express  Mail or by
          Federal  Express,  or by  personal  delivery,  to the  parties  at the
          following addresses:


               a. If to Prospect or to any or all of the Matriscianis, or to the
          Prospect Shareholders, notices to be sent to:


                        (i)      Daniel Matrisciani
                                 546 Carlton Blvd
                                 Staten Island, NY 10312

                                      -and-

                        (ii)     Barry Wadler, Esq. at
                                 630 Third Avenue
                                 New York, New York 10017

               b. If to Capital, notices to be sent to:

                         (i)     Mr. Carmine Stella
                                 Capital Beverage Corp.
                                 700 Columbia Street
                                 Erie Basin, Building 302
                                 Brooklyn, New York 11231-1919

                                      -and-

                         (ii)    William J. Dealy, Esq.
                                 Dealy & Trachtman, LLP
                                 225 Broadway, Suite 1405
                                 New York, New York 10007-3001

     C. Construction.  This Agreement is made in the State of New York and shall
be governed by and  construed  in  accordance  with the laws of the State of New
York;


               i. The parties  agree that the language of this  Agreement  shall
          not be interpreted against the drafter; and


               ii. Should any provision of this Agreement be held to be illegal,
          void or unenforceable, such provision shall be of no force and effect.
          However,  the  illegality or  unenforceability  of any such  provision
          shall have no effect upon, and shall not impair the enforceability of,
          any other provision of this Agreement.


          D. Headings. The headings in this Agreement are solely for convenience
     and shall be given no effect in the interpretation of this Agreement.

<PAGE>

          E.  Waiver.  Waiver  by any  party of any  breach  or its  failure  to
     exercise  any right under this  Agreement  shall not be deemed a continuing
     waiver or a waiver of any  subsequent  breach or right.  The failure of any
     party to take  action at the  earliest  possible  time to redress  any such
     breach or to exercise  any such right  shall not deprive  such party of the
     right to take action at any subsequent  time while such breach or condition
     giving rise to such right continues.


          F.  Severability.  If any  provision of this  Agreement  shall be held
     invalid or unlawful,  such invalidity shall not affect the other provisions
     hereof, and to this extent the provisions of this Agreement are intended to
     be and shall be deemed severable.


          G.  Binding.  This  Agreement  shall be binding  upon and inure to the
     benefit of the respective successors and assigns of the parties.


          H. Entire Agreement. This Agreement contains the full agreement of the
     parties hereto  concerning the subject matter hereof.  This Agreement shall
     not  be  modified,  amended,  altered,  discharged  or  terminated,  except
     pursuant to a writing  signed by the  party(ies)  charged  hereof all prior
     representations,  promises or discussions are merged and superseded by this
     written contract.

CAPITAL BEVERAGE CORP.



BY: /s/ Carmine  N. Stella
        ------------------
        Carmine N. Stella
        President


EXECUTIVE:


BY: /s/ Daniel Matrisciani
        ------------------
        Daniel Matrisciani