EMPLOYMENT AGREEMENT

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





                  This Employment Agreement ("Agreement") is made as of the 28th

day of February 2002 by and between Intercallnet, Inc., a Florida corporation

(the "Company") and Scott R. Gershon ("Employee"), with reference to the

following facts and circumstances:



                  WHEREAS, the Company and Employee had previously entered into

an Employment Agreement dated October 1, 2001; and



                  WHEREAS, the Company and Employee now wish to supplant and

supersede the aforesaid Employment Agreement dated October 1, 2001 by entering

into this Employment Agreement;



                  NOW, THEREFORE, in consideration of the premises and the

mutual covenants hereinafter contained, the parties hereto agree as follows:





                  Article 1. Employment

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                  The Company hereby employs Employee and Employee hereby

accepts employment with the Company for an initial period of five (5) years

commencing from October 1, 2001 and ending on September 30, 2006 and for

additional periods of two (2) years each commencing at the end of the initial

period and each additional period; provided, however, that the Company or

Employee may terminate such employment, without cause and each at its sole

discretion, at the end of the initial period or at the end of any additional

period by giving notice to such effect to the other party at least one (1) year

prior to the end of the applicable period. As used herein, the phrase

"Employment Period" refers to and shall mean the actual period of employment of

Employee by the Company and/or its subsidiaries hereunder, whether for the

periods provided above, or terminated earlier as hereinafter provided or

extended by mutual agreement between the Company and Employee.



                  Article 2. Duties

                             ------



                  2.1 During the Employment Period, Employee shall serve (i) as

Chief Executive Officer of the Company, (ii) as the Chairman of the Board of

Directors and (iii) as a director of the Company. The Board of Directors (the

"Board") of the Company recognizes that the Employee's contribution to the

growth and success of the Company has been, and believes will continue to be,

substantial, and desires to assure the Company of the Employee's present and

continued employment in an executive capacity and to compensate him therefor.



                  2.2 In consideration of the obligations of the Company

hereunder, Employee hereby agrees to devote during the Employment Period

substantially all of his productive time, ability and attention to the

performance of his duties under this Agreement, provided however that this shall

not preclude Employee from conducting occasional activities for or on behalf of

The Gershon Group, Inc.



{PAGE}



                  2.3 Employee represents and warrants to the Company that there

are no agreements or arrangements, whether written or oral, in effect which

would lawfully prevent Employee from rendering services to the Company during

the Employment Period. Employee further represents, warrants and agrees with the

Company that as of the date hereof he has not made, and will not make during the

Employment Period, any commitment or do any act in conflict with this Agreement,

or take any action that might divert from the Company any opportunity which

would be in the scope of any present business of the Company.





                  Article 3. Compensation and Benefits

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



                  3.1 As base compensation for Employee's services hereunder the

Company shall pay to Employee a base salary equal to at least the following:



         (i)      for the period from October 1, 2001 through September 30,

                  2002, the amount of two hundred and eight thousand dollars

                  ($208,000) per year;



         (ii)     for the period from October 1, 2002 through September 30,

                  2003, the amount of two hundred and twenty eight thousand

                  eight hundred dollars ($228,800) per year;



         (iii)    for the period from October 1, 2003 through September 30,

                  2004, the amount of two hundred and fifty one thousand six

                  hundred and eight dollars ($251,680) per year;



         (iv)     for the period from October 1, 2004 through September 30,

                  2005, the amount of two hundred and seventy six thousand eight

                  hundred and forty eight dollars ($276,848) per year;



         (v)      for the period from October 1, 2005 through September 30,

                  2006, the amount of three hundred and four thousand five

                  hundred and thirty three dollars ($304,533) per year;



         (vi)     thereafter for each subsequent calendar year an amount equal

                  to the previous year's salary plus twenty percent (20%) of

                  such previous year's salary.



                  Such compensation shall be payable in accordance with the

Company's payroll policies and procedures.





                                       2

{PAGE}



                  3.2 (a) As additional incentive compensation for Employee's

services hereunder, the Company shall pay to Employee in respect of each full

fiscal year of the Company which commences within the Employment Period an

amount equal to thirty percent (30%) of a "bonus pool" equal to ten percent

(10%) of "earnings before income taxes depreciation and amortization" (EBITDA)

(as hereinafter defined in subsection (b)) of the Company for such fiscal year

in excess of one million four hundred and twenty five thousand dollars

($1,425,000). Such additional compensation shall be paid within thirty (30) days

after the date of receipt by the Company of financial statements, certified by

the independent public accountants at the time engaged by the Company. The

amount of additional compensation payable in respect of any such fiscal year

shall not be prorated if the Employment Period terminates during such fiscal

year.



                  (b) At the end of each fiscal year of the Company covered by

Section 3.2(a), the Company's independent public accountants shall prepare and

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