EMPLOYMENT AGREEMENT



                  THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and

entered into this ____ day of August 1998, by and between OmniOffices, Inc., a

Delaware corporation (the "Company"), and Gary Kusin (the "Executive").



                                   WITNESSETH



                  WHEREAS, the Company is engaged, directly or indirectly, in

the executive office suites business, which involves providing office space on a

short-term, individual office basis, together with telephone-answering,

data-processing and other office support services, at an agreed upon price;



                  WHEREAS, the Company believes that it would benefit from the

Executive's skill, experience and background, and wishes to employ the Executive

as its President and Chief Executive Officer; and



                  WHEREAS, the parties desire by this Agreement to set forth the

terms and conditions of the employment relationship between the Company and the

Executive.



                  NOW, THEREFORE, in consideration of the foregoing and the

mutual covenants herein set forth, and for other good and valuable

consideration, the Company and the Executive hereby agree as follows:



                  1. Employment and Duties. The Company hereby employs the

Executive as its President and Chief Executive Officer, and the Executive

accepts such employment, on the terms and subject to the conditions provided in

this Agreement. The Executive shall devote his best efforts and full business

time, attention, energy and skill to performing the duties of President and

Chief Executive Officer of the Company. As part of these duties, Executive shall

serve on the Board of Directors of the Company (the "Board") and as the

Company's representative as a director of HQ Holdings Limited, a subsidiary in

which the Company owns all of the voting stock, and such other subsidiaries as

the Board and Executive mutually agree. Provided that such activities do not

violate any term or condition of this Agreement, or materially interfere with

performance of his duties hereunder, nothing herein shall prohibit the Executive

from (a) participating in other business activities approved in advance by the

Board in accordance with any terms and conditions of such approval, such

approval not to be unreasonably withheld or delayed, (b) engaging in charitable,

civic, fraternal or trade group activities, and (c) investing his personal

assets in other entities or business ventures, subject to any policies of the

Company applicable to all executive personnel of the Company.



                  2. Employment Term.



                     (a) Initial Term. Subject to the terms and conditions of

this Agreement, the Executive's term of employment under this Agreement (the

"Employment Term") shall commence on September 8, 1998 (the "Effective Date")

and continue until August 31, 2001 (the "Initial Term") subject to the extension

provisions of Section 2(b), unless terminated earlier in accordance with the

provisions of Section 4.





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                     (b) Extensions. Upon expiration of the Initial Term, the

Employment Term shall automatically be extended for a new two-year period

expiring on the second anniversary of the Initial Term (the "Extension Term"),

and thereafter shall automatically renew upon expiration of each such Extension

Term for a new two-year period expiring on the second anniversary of such

Extension Term, except that the Employment Term shall not be extended

automatically if (i) prior to 180 calendar days before the Employment Term is

scheduled to be extended automatically, the Company, with the approval of a

majority of the members of Board (not including the Executive) delivers to the

Executive, or the Executive delivers to the Company, written notice that the

automatic extension provision of this Section 2(b) shall be inoperative, (ii) a

notice of termination has been delivered and not withdrawn under Section 4 or

(iii) the Executive dies or turns 62 years of age during the current Initial

Term or Extension Term, as the case may be.



                  3. Compensation. As compensation for performing the services

required by this Agreement, and during the term of this Agreement, the Executive

shall be compensated as follows:

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