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 Eric J. Apfel (the "Executive").



                              W I T N E S S E T H :

                              - - - - - - - - - -



                  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.

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



                  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 Vice President 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 his full time and

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

responsibilities and duties hereunder. The Executive shall also serve as Vice

President and Secretary of The Company.









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                  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 $125,000 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. The Executive's base salary

shall be increased annually by an 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

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