EXHIBIT 14(a)(2)(10)(ii)

                              EMPLOYMENT AGREEMENT

          AGREEMENT, made as of the 1st day of May, 2000 (the "Agreement"), by
and between The Franklin Capital Corporation (formerly, The Franklin Holding
Corporation(Delaware)), a Delaware corporation (the "Company"), and Spencer L.
Brown (the "Executive").

                                   WITNESSETH:

          WHEREAS, the Executive is currently the Senior Vice President and
Secretary of the Company; and

          WHEREAS, the Board of Directors of the Company (the "Board of
Directors") believes that it is in the best interests of the Company to provide
for the continued employment of the Executive on the terms and subject to the
conditions hereof; and

          WHEREAS, the Executive desires to continue his employment with the
Company on the terms and subject to the conditions hereof;

          NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the parties hereby agree as follows:

          1. EMPLOYMENT. The Company hereby employs the Executive, and the
Executive hereby accepts employment with and agrees to serve the Company, for
the term, in the capacities and subject to and upon the terms and conditions
hereinafter set forth.

          2. TERM. Subject to Section 5 hereof, the term of the Executive's
employment hereunder shall be the period commencing on May 1, 2000, and expiring
on December 31, 2003, and shall be automatically renewed from year to year
thereafter, unless not less than one hundred twenty (120) days prior to December
31, 2003, or not less than one hundred twenty (120) days prior to December 31 of
any year thereafter, the Company shall notify the Executive in writing of its
intention not to renew this Agreement.

          3. POSITION AND DUTIES. The Executive shall serve as the Executive
Vice President and Secretary of the Company, reporting to the Chairman and the
Board of Directors, and shall have such executive powers and duties as may from
time to time be prescribed by the Chairman and Board of Directors; provided,
however, that such additional duties shall not be inconsistent with his present
duties and his position as a senior executive officer of the Company. If
elected, the Executive shall serve as a director of the Company or of any
subsidiary of the Company at no additional compensation. The Executive shall
devote to the Company substantially all of his business time for the fulfillment
of his obligations and the performance of his duties hereunder; provided,
however, that nothing herein contained shall preclude him from performing duties
as an officer or director of S.L. Brown & Company, Inc. or its subsidiaries or
affiliates or from pursuing personal investments so long as such activities do
not interfere with the Executive's performance of his duties hereunder.

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          4. COMPENSATION.

          4.1 BASE SALARY. The Executive shall receive a base salary at the
annual rate of $225,000 through December 31, 2003, or at such greater rate as
the Board of Directors shall from time to time determine (the "Base Salary"),
payable in accordance with the Company's normal payroll practices. This
Agreement shall not be deemed abrogated or terminated if the Board of Directors
shall determine to increase the Base Salary or if the Executive shall accept
such increased compensation, but nothing herein contained shall be deemed to
obligate the Board of Directors to make any such increase.

          4.2 DISCRETIONARY BASE SALARY INCREASES. At any time or from time to
time during the Period of Employment, the Board may increase the Base Salary to
an amount exceeding the Base Salary determined pursuant to paragraph 4.1 above.
Following any such discretionary increase in the Base Salary, the Board may or
may not maintain the Base Salary at that increased level (or further increase
the Base Salary beyond that level), but in no event shall the Base Salary in
effect for any portion of the Period of Employment be an annual amount less than
the amount determinable in accordance with paragraph 4.1 above.

          4.3 BONUSES. The Executive shall be paid such bonuses from to time as
shall be determined by the Board of Directors in its sole discretion.

          4.4 PERQUISITES. The Company shall also furnish the Executive, without
cost to him, with (1) reimbursement or payment for all garaging, maintenance,
fuel and insurance associated with the use of one automobile; and (2) membership
in one city luncheon club of the Executive's choosing to be used for business
entertainment. The Company shall also reimburse the Executive for the cost of an
annual physical examination of the Executive by a physician selected by the
Executive. The Executive shall properly document such costs for federal income
taxation purposes to preserve any deduction for such reimbursements to which the
Company may be entitled.

          4.5 EXPENSES. During the term of this Agreement, the Company shall
reimburse the Executive for all reasonable and necessary travel, entertainment
and other expenses and disbursements incurred by him for or on his behalf in the
performance of his duties hereunder, upon his providing the Company with
satisfactory vouchers, receipts or other evidence of such expenses.

          4.6 EMPLOYEE PLANS. The Executive shall be entitled to participate in
or receive benefits under any profit-sharing plan, savings plan, pension plan,
stock option plan, group insurance plan (including, by way of illustration and
not limitation, life, disability, accident, medical and dental insurance), death
benefits plan or other employee plan or arrangement, now existing or hereafter
adopted, for which he is eligible and which the Company may provide for him or
for executive employees generally (individually, a "Benefit Plan" and
collectively, the "Benefit Plans") to the fullest extent permitted under any
such Benefit Plans; PROVIDED HOWEVER, that the foregoing shall in no way
restrict or prohibit the Company's right to terminate, amend or otherwise change
any such Benefit Plan. In the event the Company terminates, amends or otherwise
changes any such Benefit Plan, the Company shall immediately provide the
Executive with another Benefit Plan of equal or superior coverage. Nothing paid
to the Executive under any Benefit Plan shall be deemed to be in lieu of
compensation to the Executive hereunder.

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          The Executive shall be entitled to retain all directors fees and
compensation paid to him with respect to any corporation for which he serves as
a director, regardless of whether the Company has an investment in such
corporation.

          4.7 VACATIONS. The Executive shall be entitled to the number of paid
vacation days in each calendar year determined by the Company from time to time
for its senior executive officers, but in no event less than four weeks per
year. The Executive shall also be entitled to all paid holidays given by the
company to its senior executive officers.

          5. TERMINATION.

          5.1 Subject to the provisions of Section 6 hereof, this Agreement and
the employment of the Executive hereunder shall terminate upon the occurrence of
the first to occur of the following events or conditions:

          (a)   the expiration of the term specified in Section 2 hereof, and of
      any renewal or extension thereof in accordance with Section 2 hereof; or

          (b)   the death of the Executive; or

          (c)   the Executive's voluntary departure from employment by the
      Company; or

          (d)   the delivery to the Executive of a Notice of Termination (as
      such term is defined in Section 5.3 hereof) setting forth the election of
      the Board of Directors to terminate the Executive's employment for
      "disability" (within the meaning of Section 5.2(a) hereof) or for "cause"
      (within the meaning of Section 5.2(b) hereof).

          (e)   written notice to the Company of the resignation by the
      Executive due to a Change of Control of the Company, as defined in the
      Severance Agreement.

          5.2 The Board of Directors of the Company may elect to terminate the
employment of the Executive hereunder:

          (a)   for "disability", if it shall determine, in good faith, that, by
      reason of a physical or mental illness continuing for more than
      one-hundred twenty (120) consecutive business days or for shorter periods
      aggregating more than one hundred eighty (180) business days in any period
      of twelve (12) consecutive months (excluding, in each case, Saturdays,
      Sundays, holidays and days on which the Executive was on vacation), the
      Executive has been and continues to be substantially unable to render
      services of the character contemplated by this Agreement; PROVIDED,
      HOWEVER, that, in the event that the Executive does not agree with such
      determination by the Board of Directors, he shall be examined by a
      physician selected by him, who shall provide a statement as to whether or
      not the Executive is disabled within the meaning of this Agreement;
      PROVIDED, FURTHER, that, if the Company does not agree with such
      physician's statement, the Executive shall submit to an examination by a
      physician selected by the Company, and, if the two physicians disagree as
      to whether or not the Executive is disabled within the meaning of this
      Agreement, then the Executive shall submit to an examination by a third
      physician selected by the other two physicians whose


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      determination as to disability shall be binding and conclusive; PROVIDED,
      FURTHER, that each such examination shall be at the Company's expense; or

          (b) for "cause", if it shall determine, in good faith, that the
      Executive has (i) willfully and continually failed to substantially
      perform his duties hereunder, other than because of an incapacity due to
      physical or mental illness or (ii) willfully engaged in gross misconduct
      materially injurious to the Company. Notwithstanding the foregoing, the
      Executive shall not be deemed to have been terminated for "cause" unless
      and until there shall have been delivered to the Executive a copy of a
      resolution, duly adopted by the affirmative vote of not less than a
      majority of the entire membership of the Board of Directors (excluding the
      Executive) at a meeting of the Board of Directors called and held for such
      purpose (after reasonable notice to the Executive and an opportunity for
      him, together with his counsel, to be heard before the Board of
      Directors), finding that, in the good faith opinion of the Board of
      Directors, the Executive was guilty of conduct set forth in clause (i) or
      (ii) above, and specifying the particulars thereof in detail.

          5.3 Any termination by the Company of the employment of the Executive
pursuant to Section 5.1(d) hereof or otherwise or by the Executive pursuant to
Section 5.1(c) hereof shall be communicated by written Notice of Termination to
the other party hereto. 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.

          5.4 "Date of Termination" shall mean (a) if the Executive's employment
is terminated by his death, the date of his death, (b) if the Executive's
employment is terminated pursuant to Section 5.2(a) hereof, thirty (30) days
after the later to occur of (x) the giving of the Notice of Termination
(provided that the Executive shall not have returned to the performance of his
duties on a full-time basis during such thirty (30) day period) or (y) the
binding and conclusive determination of disability by the first or third
physician, as the case may be, as specified in Section 5.2(a) hereof, (c) if the
Executive's employment is terminated pursuant to Section 5.2(b) hereof, the date
specified in the Notice of Termination, (d) if the Agreement is not renewed, on
December 31 of the year during which the notice required by Section 2 hereof is
given and (e) if the Executive's employment is terminated for any other reason,
the date specified in the Notice of Termination.

          6. COMPENSATION DURING DISABILITY OR UPON TERMINATION.

          6.1 During any period that the Executive fails to perform his duties
hereunder as a result of incapacity due to physical or mental illness, the
Executive shall continue to receive his full Base Salary until the Executive's
employment is terminated pursuant to Section 5.2(a) hereof, or until the
Executive terminates his employment pursuant to Section 5.1(c) hereof, whichever
occurs first.

          6.2 In the event that the Executive's employment hereunder is
terminated by the Company by reason of the Executive's disability, then, upon
such termination, the Company shall pay to the Executive, in addition to any
amounts of Base Salary accrued but unpaid, an amount equal to one-half of his
annual Base Salary, which payment shall be made, at the option of the Executive,
either in one (1) lump sum or over a six (6) month period in six (6) equal
monthly installments.

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          6.3 In the event that the Executive's employment hereunder shall be
terminated by reason of his death, then the Company shall pay to the Executive's
estate, in addition to any amounts of Base Salary accrued but unpaid, an amount
equal to the Executive's annual Base Salary, which payment shall be made, at the
option of the executor of the estate of the Executive, either in one (1) lump
sum or over a one (1) year period in twelve (12) equal monthly installments.

          6.4 In the event that the Executive's employment shall be terminated
for any reason other than his death or disability (including for "cause", as
defined in Section 5.2(b) hereof) the Company shall pay the Executive his full
Base Salary through the Date of Termination, plus the amount, if any, of any
bonus for a prior year which has not yet been awarded or paid to the Executive
under any deferred compensation plan.

          6.5 In the event that the Executive's employment hereunder shall be
terminated for any reason other than as provided in Section 5.1 or Section 5.2
hereof, then, in any such event, the Company shall pay the Executive (as
liquidated damages without any obligation to mitigate by the Executive) an
amount (the "Severance Amount") equal to the sum of (i) any amount of Base
Salary accrued but unpaid, (ii) the full Base Salary which would have been
payable during the remainder of the term of this Agreement and (iii) any bonus
for a prior year which has not yet been awarded or paid to the Executive under
any deferred compensation plan. The Severance Amount shall be paid to the
Executive, at his option, either in one (1) lump sum or over a one (1) year
period in twelve (12) equal monthly installments. The Company agrees upon the
Executive's demand to pay, or to reimburse the Executive for, all of the
Executive's legal, valuation, investigative and other related expenses and for
all out-of-pocket costs and expenses of every type and nature incurred by the
Executive in connection with the Executive's enforcement of his rights under
this Section 6.5 and the collection of the Severance Amount.

          6.6 For a period of one (1) year from the Date of Termination, the
Company shall maintain in full force and effect, for the Executive's (and, where
applicable, his dependents) continued benefit all life insurance, medical,
health, dental and accident, and disability plans, programs or arrangements in
which the Executive (and, where applicable, his dependents) was entitled to
participate immediately prior to the Date of Termination (individually, a
"Pre-Termination Plan" and collectively, the "Pre-Termination Plans"). To the
extent that the Company finds it undesirable or impossible to cover the
Executive (and, where applicable, his dependents) under any of the
Pre-Termination Plans, the Company (at its own expense) shall provide the
Executive (and, where applicable, his dependents) for such one (1) year period
with substantially the same or a comparable level of coverage under individual
policies or otherwise at no additional after tax cost for the Executive (or,
where applicable, his dependents). At the end of the period of coverage
hereinafter provided for, the Executive (or, where applicable, his dependents)
shall have the option to have assigned to him (or, where applicable, his
dependents) at no cost and with no apportionment of prepaid premiums, any
assignable insurance owned by the Company and relating specifically to the
Executive (and, where applicable, his dependents). Notwithstanding the
foregoing, in the event that, during the one (1) year period provided for in
this Section 6.6, a subsequent employer provides the Executive (and, where
applicable, his dependents) with life insurance, medical, health, dental and
accident, or disability plans, programs or arrangements of equal or superior
coverage to that provided under the Pre-Termination Plans, the Company shall no
longer be required to provide the Executive (and, where applicable, his
dependents) with coverage under such Pre-Termination Plan or Plans with respect
to which such equal or superior coverage is being provided.


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7. INDEMNIFICATION, LITIGATION.

          (a) In the event of any litigation or other proceeding between the
      Company and the Executive with respect to the subject matter of this
      Agreement and the enforcement of rights hereunder, the Company shall
      reimburse the Executive for all costs and expenses relating to such
      litigation or other proceeding, including reasonable attorneys' fees and
      expenses, provided that such litigation or proceeding results in any:

               (1) Settlement requiring the Company to make a payment to the
          Executive; or

               (2) Judgment, order, or award in favor of the Executive,
          regardless of whether such judgment, order, or award is subsequently
          reversed on appeal or in a collateral proceeding.

          (b) In no event shall the Executive be required to reimburse the
      Company for any of the costs and expenses relating to such litigation or
      other proceeding.

          8. NO EFFECT ON OTHER CONTRACTUAL RIGHTS. The provisions of this
Agreement, and any payments provided for hereunder, shall not reduce any amounts
otherwise payable, or in any way diminish the Executive's existing rights, or
rights which would accrue solely as a result of the passage of time, under any
Benefit Plan, employment agreement or other contract, plan or arrangement.

          9. EFFECT OF PRIOR AGREEMENTS. This Agreement between the Company and
the Executive contains the entire understanding between the Company and the
Executive with respect to the subject matter hereof and supersedes any prior
employment agreement (including the Prior Agreement") between the Company or any
predecessor and the Executive, except that this Agreement shall not affect or
operate to reduce any benefit or compensation inuring to the Executive of a kind
elsewhere provided and not expressly provided in this Agreement.

          10. SUCCESSORS. This Agreement shall inure to the benefit of and be
binding upon the Executive, his assigns, his personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees or
legatees, and the Company, its successors and assigns, including any corporate
successor by merger or consolidation and any person, firm or corporation to
which all or substantially all of the assets and business of the Company may be
sold; and as used herein, the term "Company" shall include any such successor
and assign.

          11. NOTICES. Any notice or request required or permitted under this
Agreement shall be in writing and given or made by postage-paid registered or
certified mail, return receipt requested, addressed as follows:

                  If to the Executive, to:

                  Mr. Spencer L. Brown
                  220 E. 72 Street
                  Apt. 15C
                  New York, New York 10021-4527

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                  If to the Company, to:

                  Franklin Capital Corporation
                  450 Park Avenue
                  New York, New York 10022
                  Attention:   Chairman



or to either party hereto at such other address or addresses as such other party
may from time to time specify for the purpose in a notice similarly given to the
other party.

          12. ENTIRE AGREEMENT; AMENDMENT. Subject to the provisions of Section
8 hereof, this instrument contains the entire agreement of the parties relating
to the subject matter hereof, and the parties hereto have made no agreements,
representations or warranties relating to the subject matter of this Agreement
which are not set forth herein. No amendment or modification of this Agreement
shall be valid unless in writing and signed by the parties hereto.

          13. WAIVER. The waiver of the breach of any term or condition of this
Agreement shall not be deemed to constitute the waiver of any other or
subsequent breach of the same or any other term or condition.

          14. CHOICE OF LAW. The invalidity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of New
York.

          15. SEVERABILITY. The invalidity or unenforceability of any provision
or provisions of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force and
effect.

          16. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                    THE FRANKLIN CAPITAL CORPORATION


                                    By: /s/
                                        ----------------------------------------
                                    Name: Stephen L. Brown
                                    Title: Chairman and Chief Executive Officer


                                        /s/
                                    -------------------------------------------
                                                       SPENCER L. BROWN



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