EMPLOYMENT AGREEMENT

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         EMPLOYMENT AGREEMENT dated as of the ___ day of August, 2003 between

FragranceNet.com, Inc., a Delaware corporation ("FragranceNet") and TELESCENTS,

INC., a New York corporation which is a wholly owned subsidiary, (collectively,

the "Company") and Dennis M. Apfel (the "Executive").



                              W I T N E S S E T H :

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         WHEREAS, the Company desires to employ the Executive in an executive

capacity and to be assured of his services in such capacity, on the terms and

conditions hereinafter set forth; and



         WHEREAS, the Executive is willing to accept such employment on such

terms and conditions.



         NOW, THEREFORE, in consideration of the premises and the mutual

agreements hereinafter set forth, the Company and the Executive hereby agree as

follows:



         1.    Employment, Term.

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         1.1   Employment. The Company agrees to employ the Executive, and the

Executive agrees to serve in the employ of the Company, for the term set forth

in Section 1.2, in the positions and with the responsibilities, duties and

authority set forth in Section 2 and on the other terms and conditions set forth

in this Agreement.



         1.2   Term. The term of the Executive's employment under this Agreement

shall commence on the date hereof and shall continue until terminated in

accordance with Section 6 of this Agreement.



         2.    Position, Duties.

               -----------------



         The Executive shall serve as Chairman of the Board of Directors, Chief

Executive Officer and Chief Financial Officer of the Company. The Executive

shall have such responsibilities and duties consistent with such executive

positions as shall be assigned to him from time to time by the Board of

Directors of the Company. The Executive shall devote up to forty (40) hours per

month of his business time and attention to the performance of his

responsibilities and duties hereunder.



         3.    Salary, Incentive Bonus.

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         3.1   Salary. The Company shall pay to the Executive a base salary,

initially at the rate of $175,000 per annum, payable in accordance with the

standard payroll practices of the Company. In addition the Executive shall be

entitled to full medical and dental coverage in accordance with past practice.

The Executive's base salary shall be increased annually by an











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amount equal to the incentive bonus earned by the Executive in the prior fiscal

year pursuant to Section 3.2, such increase to take effect on the date of

payment of such incentive bonus.



         3.2   Incentive Bonus. (a)  In addition to the base salary provided for

in Section 3.1, the Company shall pay to the Executive an incentive bonus with

respect to each fiscal year of the Company ending during the term of this

Agreement in an amount equal to one percent (1%) of Sales in excess of Target

Sales. For purposes of this Agreement: "Sales" shall mean sales of the Company

as shown in the audited financial statements of the Company for the applicable

fiscal year; and "Target Sales" shall mean (a) for the fiscal year of the

Company ending March 31, 2003, $10,000,000 and (b) for the fiscal year of the

Company ending March 31, 2004 and each subsequent fiscal year, Sales for the

fiscal year of the Company immediately preceding such year.



                (b)  In the event of the termination of employment of the

Executive by the Company without Cause or the Executive's voluntary withdrawal

(as defined in Section 6), or by reason of the death or Disability (as defined

in Section 6) of the Executive, the Executive (or his estate or other legal

representative) shall be entitled to a bonus for the fiscal year in which such

termination takes place in an amount equal to the product of (i) the bonus for

such fiscal year determined pursuant to Section 3.2(a), multiplied by (ii) a

fraction, the numerator of which is the number of days from the beginning of

such fiscal year to the date of termination, and the denominator of which is

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