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                                                                   Exhibit 10.16

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is entered into as of the 29th day of December, 1999, by
and between Webhelp.com Inc., a Delaware corporation (the "Company), and Dan
Walter (the "Employee").

1.       EMPLOYMENT RELATIONSHIP.

Employee is hereby employed in the capacity of Chief Marketing Officer of the
Company until the termination of his employment pursuant to Section 3 hereof.
Employee will faithfully, fully, and to the best of his ability, experience and
talent perform and render such services and perform such duties for the Company
as the Chief Executive Officer shall reasonably direct. Employee will devote his
full business time, attention, knowledge and skill solely to the business of the
Company and will not engage in any other business activities for compensation or
profit.

2.   COMPENSATION (US Dollars)

     2.1. As compensation for the performance of his duties, Employee will
          receive a base salary at an annual rate of $200,000 payable in
          accordance with the Company's normal pay practices for a salaried
          employee.

     2.2. Employee shall be eligible for an incentive performance bonus for each
          calendar year of his employment, with such bonus for 2000, if any,
          prorated to reflect the number of days Employee is employed during
          such year.

     2.3. Employee will be entitled to participate in all fringe benefit
          programs now or hereafter made available to other salaried employees
          of the Company. A summary of benefits currently in effect is attached
          or has been previously provided to Employee. Employee shall be
          entitled to four (4) weeks of paid vacation per year.

     2.4. Company will reimburse Employee for all travel and business expenses
          incurred by him which are reasonable and necessary for carrying on the
          business of the Company. Expenses will be reimbursed after
          presentation by Employee of an itemized account of such expenses in
          form and substance satisfactory to the Company, and Company's
          determination that such expenditures were reasonable, ordinary and
          necessary.

3.   TERMINATION OF EMPLOYMENT

     3.1. Company may terminate Employee's employment at any time, with or
          without Cause (as defined hereunder). If Employee is terminated by
          Company without Cause and other than by reason of the Employee's death
          or disability, Employee shall be entitled to salary and benefit
          continuation as provided in Section 3.6.

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     3.2  For purposes of this Agreement, "Cause" shall mean (i) willful and
          continued failure by Employee to perform his duties as Chief Marketing
          Officer of the Company; (ii) gross misconduct or neglect of Employee
          in carrying out his duties hereunder which is injurious to the
          Company; (iii) a material breach by the Employee of his obligations
          under Section 4 of this Agreement which is reasonably believed by the
          Company to have caused, or to be likely to cause, material harm to the
          Company, or (iv) conviction of a felony. Each of 3.2 (i) and (ii)
          shall be deemed to exist provided the Company has provided written
          notice to the Employee setting forth the perceived performance
          deficiencies and the steps needed to remedy those deficiencies and the
          Employee has failed to take immediate steps to remedy such
          deficiencies. If the Employee is terminated for Cause, no further
          salary, bonus, incentive performance bonus, or other compensation will
          be payable under this Agreement except for any amount of base salary
          and bonus which has accrued but not been paid prior to the date of
          termination.

     3.3  Employee may terminate his employment at any time with or without
          "Good Reason" as defined in Section 3.4. If the Employee terminates
          other than for Good Reason, no further salary, bonus, incentive
          performance bonus, or other compensation will be payable under this
          Agreement except for any amount of base salary and bonus which has
          accrued but not been paid prior to the date of termination.

     3.4  For purposes of this Agreement, termination for "Good Reason" is
          defined as (i) assignment to the Employee of demonstrably onerous or
          significantly demeaning on-going duties inconsistent with his status
          as Chief Marketing Officer; or (ii) a reduction in Employee's total
          compensation below the amounts set forth in Sections 2.1 and 2.2. If
          the Employee resigns for Good Reason, Employee shall be entitled to
          receive salary and benefit continuation as provided in Section 3.6.

     3.5  Employee's employment shall be automatically terminated upon the
          occurrence of either of the following events: (i) death of the
          Employee, and (ii) disability of the Employee, as defined in the long
          term disability policy carried by the Company for the Employee, or if
          no such policy exists, disability which causes the Employee to be
          unable to satisfactorily perform his job duties for a cumulative
          period of three months in any period of six consecutive months as
          reasonably determined by the Company in its discretion. In such cases,
          no further salary, bonus or other compensation will be payable under
          this Agreement except for any amount of base salary and bonus which
          has accrued but not been paid prior to the date of the termination.

     3.6  If the Employee is terminated by the Company other than for Cause or
          if the Employee resigns for Good Reason, for the lesser of a period of
          twelve (12) months from the date his employment terminates or until he
          is gainfully employed (including as a consultant or independent
          contractor), the Employee will be entitled to receive continuation of
          his annual base salary then in effect, together with continuation of
          life and health insurance benefits at the level in effect on the date
          of termination or resignation; provided, however, that any benefit
          payable


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          hereunder shall terminate the date the Employee breaches any covenant
          under Section 4 hereof. In the event the Company is unable to continue
          the Employee's participation in any such insurance program after the
          date of such termination or resignation, the Company shall provide
          substantially equivalent insurance benefits or reimburse the Employee
          for the cost of acquiring substantially equivalent benefits.

4    COVENANTS BY EMPLOYEE

     4.1  Definitions: As used in this Agreement, the following terms shall have
          the following meanings:

          4.1.1 "Confidential Information" means trade secrets and all other
               information disclosed to or known by the Employee as a result of
               or through the Employee's employment by the Company, including
               information about the Company's processes, projects, services or
               products, including all information related to research,
               development, inventions, production, purchasing, accounting,
               finances, engineering, marketing, merchandising, and customers'
               names and accounts but excluding general knowledge in the
               industry in which the Company is engaged.

          4.1.2 "Inventions" means any discoveries, concepts and ideas,
               regardless of patentability, including but not limited to,
               processes, methods, computer programs and techniques, and
               improvements thereof concerning or relating to any activity of
               the Company that the Employee may become acquainted with as a
               result of employment by the Company.

     4.2  The Employee expressly agrees that, except as required in the
          performance of his duties to the Company, Employee will not at any
          time, directly or indirectly, use, divulge, disseminate, disclose,
          lecture upon, publish articles concerning or communicate or otherwise
          make available to any person, firm or entity in any manner whatsoever
          any Confidential Information without the prior express written
          approval from the Company. The parties hereby stipulate that as
          between them, all Confidential Information is important, material and
          confidential and that the disclosure of such Confidential Information
          materially adversely affects the effective and successful conduct of
          business by the Company and its goodwill, and that any breach of the
          terms of this paragraph is a material breach of this Agreement. The
          Employee agrees to sign any secrecy or nondisclosure agreement
          required by a customer of the Company as a condition of doing business
          with the Company, and to provide the Company with a signed copy of
          said agreement. The Employee agrees that all Confidential Information
          is the exclusive property of the Company and upon termination of his
          employment the Employee shall return to the Company all documents,
          records, notebooks and other repositories containing Confidential
          Information, including any and all copies thereof then in the
          Employee's possession whether prepared by him or others.


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     4.3  The Employee agrees not to assert any rights to, and expressly assigns
          to the Company as the Company's exclusive property, all ideas,
          innovations, discoveries, improvements, Inventions, trademarks,
          computer programs and/or systems and other developments or
          improvements conceived by the Employee, alone or with others, during
          the term of his employment, whether or not during working hours, that
          are within the scope of the Company's business operations or that
          relate to any work or projects of the Company. The Employee agrees to
          assist the Company, at the Company's expense, to obtain patents or
          copyrights on any protectable ideas and Inventions, to obtain
          trademarks, to exploit other developments and to execute all documents
          necessary to obtain such patents, copyrights, trademarks, or other
          developments in the name of the Company.

     4.4  The Employee agrees that during the term of this Agreement and for a
          period of one year after the expiration of this Agreement or
          termination of his employment with the Company (without regard to
          whether such termination is by you or the Company), without the prior
          written consent of the Company, he will not, directly or indirectly,
          engage, own, operate, manage, control, participate in the management
          or control of, be employed by, act as a consultant for, provide or
          facilitate the provision of financing for, assist, or maintain or
          continue any interest whatsoever (other than stock ownership in any
          publicly owned company not exceeding five percent (5%) of the
          outstanding stock of such company) in (i) any of the Company's
          customers, served by him or by any other principal or employee of the
          Company during the term of his employment with the Company, or (ii)
          any enterprise in the United States or Canada engaged in a business
          that is competitive with the Company. Without implied limitation, the
          foregoing covenant shall include hiring or engaging or attempting to
          hire or engage for his own account or for the account of any person,
          firm or entity any officer or employee of the Company, encouraging on
          behalf of himself or any competitor, any such officer or employee to
          terminate his relationship or employment with the Company, soliciting
          for or on behalf of himself or any competitor any person or entity
          which was a client of the Company, and diverting to any person or
          entity any client or business opportunity which relates to the
          business of the Company.

     4.5  The Employee expressly agrees that the terms and condition of this
          Section 4 (other than Section 4.4) shall remain in full force and
          effect during and after termination of this Agreement for a period of
          18 months. The parties hereto agree and declare that monetary damages
          will be insufficient to fully compensate the Company for its losses in
          the event that the Employee breaches the covenants contained in this
          Section 4. Therefore, the Company will be entitled to enjoin the
          Employee from any threatened or actual violation of any covenant
          contained herein, and the Employee will not raise as a defense to any
          action or proceeding for an injunction the claim that the Company
          would be adequately compensated by monetary damages.

     4.6  For purposes of Sections 4.1 through 4.5 hereof, the term "Company"
          shall include all direct and indirect subsidiaries of the Company.

5    DISPUTE RESOLUTION

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     5.1  Except with respect to matters as to which injunctive relief is being
          sought, any dispute arising out of or relating to this Agreement, or
          the breach, termination or validity hereof shall be finally settled by
          binding arbitration conducted expeditiously in accordance with
          J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the
          "J.A.M.S. Rules"). The arbitration shall be governed by the United
          States Arbitration Act, 9 U.S.C. Section 1-16, and judgement upon the
          award rendered by the arbitrators may be entered by any court having
          jurisdiction thereof. The place of arbitration shall be New York City,
          New York.

     5.2  Such proceedings shall be administered by the neutral arbitrator in
          accordance with J.A.M.S. Rules as the arbitrator deems appropriate,
          however, such proceedings shall be guided by the following agreed upon
          procedures:

          5.2.1 Mandatory exchange of all relevant documents, to be accomplished
          within thirty (30) days of the initiation of the procedure;

          5.2.2 no other discovery;

          5.2.3 hearings before the neutral arbitrator which shall consist of a
               summary presentation by each side of no more than three 3 hours;
               such hearings to take place on one or two days at a maximum; and

          5.2.4 decision to be rendered not more than ten (10) days following
               such hearings.

6    MISCELLANEOUS PROVISIONS

     6.1  Employee hereby represents and warrants that he is free to make this
          Agreement and the making and performance of this Agreement by him will
          not violate the legal and/or equitable rights of any third party.

     6.2  This Agreement embodies the entire understanding of the parties and
          there are no promises, terms, covenants, conditions or obligations or
          other written, expressed or implied agreements other than those
          contained herein. No change or modification of the Agreement will be
          valid unless the same will be in writing and signed by both parties
          hereto.

     6.3  The failure of Company to act or exercise its rights under this
          Agreement upon the breach of any of the terms or conditions hereof by
          the Employee shall not be construed as a waiver of such breach, nor
          prevent Company from hereafter enforcing strict compliance with any
          and all of the terms and conditions herein set forth. If any provision
          of the Agreement is declared void, all of the remaining provisions of
          this Agreement shall nevertheless remain in full force and effect, and
          no provisions shall be deemed dependent upon any other provision.

     6.4


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          6.4.1 The employment by Company of Employee is being effected because
               of Employee's special capabilities and qualifications and all of
               his rights, benefits and duties hereunder are, therefore, not
               assignable or transferable in any manner, except to the extent
               that any benefit hereunder may be payable to Employee's estate.

          6.4.2 The Company may assign this Agreement and the Company's
               obligations and duties hereunder shall be binding upon any
               successor and shall inure to the benefit of and be enforceable by
               any such successor to the Company.

     6.5  The validity, construction and performance of this Employment
          Agreement will be governed by the laws of the State of New York,
          without regard to conflict of law principles.

     6.6  Employee certifies that he has read the entire contents of this
          Agreement before signing his name hereto, that he was encouraged and
          afforded sufficient opportunity by Employer to obtain legal advice
          prior to his executing this Agreement and that he fully understands
          all of the terms, conditions, and provisions set forth herein.

     6.7  If any provision of this Agreement shall be deemed unenforceable,
          prohibited, or invalid under applicable law, such provision shall be
          ineffective to the extent of such unenforceability, prohibition, or
          invalidity, but no other provision of this Agreement shall be
          invalidated thereby, and the remainder of this Agreement shall remain
          enforceable and in effect.

     6.8  This Agreement may be executed in any number of counterparts, each of
          which shall be deemed an original, but all of which taken together
          shall constitute one and the same instrument.

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     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
     the day and year first above written.

     WEBHELP.COM INC.                       EMPLOYEE

     By:    /s/  Kerry Adler                     /s/ Dan Walter
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