Employment Agreement - CyberShop International Inc. and Gary Finkel


                              EMPLOYMENT AGREEMENT

AGREEMENT ("Agreement") made as of this 21st day of January 1998 (the "Effective
Date"), by and between  CyberShop  International,  Inc., a Delaware  corporation
(hereinafter "Employer"), and Gary Finkel (hereinafter "Executive").

                              W I T N E S S E T H:

     WHEREAS,  Employer wishes Executive to serve as an officer and executive of
Employer; and

WHEREAS, Executive wishes to be so employed;

NOW, THEREFORE,  in consideration of the mutual covenants hereinafter set forth,
the parties hereto agree as follows:

1.  Commencing  as of the Effective  Date,  Employer  employs  Executive as Vice
President,  Chief  Financial  Officer and  Treasurer  of Employer to perform the
duties normally incident to such positions.  Executive shall at all times report
to the President of Employer.

2. Executive agrees to devote all of Executive's business time, efforts,  skills
and  attention  to fulfill  Executive's  duties and  responsibilities  hereunder
faithfully, diligently and competently.

3. The term of this  Agreement  shall  commence on the Effective  Date and shall
terminate  one (1) year  thereafter,  unless sooner  terminated  as  hereinafter
provided,  and shall be subject to automatic annual renewal thereafter unless at
least sixty (60)







days prior to the end of the term of this Agreement or any annual renewal period
Executive or Employer shall give written notice to the other that this Agreement
shall not be renewed.

4.  Employer  shall pay to  Executive  as  compensation  for all  services to be
rendered by Executive hereunder the following:

(a) A salary at the rate of One Hundred Twenty Thousand and 00/100 ($120,000.00)
Dollars per annum.  In the event that an initial  public  offering of Employer's
securities (the "Public  Offering") is consummated,  Executive's salary shall be
increased to the rate of One Hundred  Forty  Thousand  and 00/100  ($140,000.00)
Dollars per annum commencing on the date of consummation of the Public Offering.
Such salary is hereinafter referred to as the Base Salary.

(b) Executive shall be eligible for bonuses, at such time and in such amounts as
shall be determined at the  discretion  of  Employer's  Board of Directors  (the
"Board) based on its assessment of Executive's performance of Executive's duties
and on the financial performance of Employer.

(c) Employer will  reimburse  Executive for all  reasonable  travel and business
expenses incurred by Executive in connection with Executive's services hereunder
in accordance  with the usual  practices and policies of Employer in effect from
time to time, upon presentation of vouchers.

(d) Employer will make available to Executive health benefits  currently offered
or  during  the  term of this  Agreement  are

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offered to other executives of Employer. In addition, Executive will be eligible
for and will be offered participation in any and all group insurance,  hospital,
dental,  major medical and  disability  benefits and stock option plans or other
similar fringe  benefits which are currently  offered or during the term of this
Agreement are offered to other executives of Employer.

5. Subject to the adoption of Employer's  1998 Stock Option Plan (the "Plan") by
the Board,  to the approval of the Plan by  Employer's  stockholders  and to the
approval of the grant of options to Executive by the Board,  Executive  shall be
granted  an option or  options  (the  "Option")  to  purchase  65,000  shares of
Employer's  common  stock,  $.001 par value per share (the "Common  stock") from
Employer at an  exercise  price of $5.00 per share,  provided  that in the event
that the price per share of Common  Stock  sold in the Public  Offering  is less
than $5.00,  the Board shall grant an additional  number of options to Executive
so that the  product of the total  number of options  granted  and the  exercise
price per share of Common Stock sold in the Public Offering is equal to 325,000,
the product of the 65,000 options and the $5.00 per share exercise price. In the
event that the Public  Offering is not  consummated on or prior to May 15, 1998,
the options granted pursuant to this Section 5 shall be canceled and new options
shall be granted to  Executive to purchase  65,000  shares of Common Stock at an
exercise  price per share equal to the fair market  value of the Common Stock on
the May 15th 1998, as determined by the Board in its sole discretion. The Option
shall vest and be exercisable as follows:  (i) 1/3 of the shares of

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Common Stock  subject to the Option on the first  anniversary  of the  Effective
Date, (ii) 1/3 of the shares of Common Stock subject to the Option on the second
anniversary  of the Effective  Date, and (iii) 1/3 of the shares of Common Stock
subject to the Option on the third anniversary of the Effective Date, subject to
termination as provided in the Plan,  and further  subject to termination in the
event that (x) Executive  breaches any term hereof,  (y) Executive's  employment
hereunder is  terminated  for Cause (as  hereinafter  defined) or is  terminated
without Cause, or (z) Executive voluntarily  terminates  Executive's  employment
hereunder.  The Option shall expire five (5) years from the date of vesting. The
terms of the Option  shall  otherwise  be governed  by the Plan,  as well as the
applicable  option  agreement  to be entered  into  pursuant to the terms of the
Plan.

6. In the event of  Executive's  death during the term of this  Agreement,  this
Agreement shall terminate immediately, provided, however, that Executive's legal
representatives  shall be  entitled  to  receive  the Base  Salary  which  would
otherwise  have been due Executive had he worked through the end of the month in
which Executive died.

7. If  during  the  term of this  Agreement,  Executive  is  unable  to  perform
Executive's duties hereunder on account of illness or other incapacity, and such
illness or other  incapacity  shall continue for a period of more than three (3)
consecutive  months during any twelve (12) month period  Employer shall have the
right,  on thirty  (30) days'  notice to  Executive,  given after such three (3)
month period, to terminate this Agreement. In the

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event of any such  termination  Employer  shall be obligated to pay to Executive
the Base Salary which would  otherwise be due Executive  until the expiration of
the month of  employment  during which the  termination  occurred plus three (3)
additional  months  of the  Base  Salary  for the year in  which  Executive  was
terminated.  If, prior to the date specified on such notice, Executive's illness
or  incapacity  shall  have  terminated  and  Executive  shall have taken up the
performance of Executive's  duties  thereunder,  Executive  shall be entitled to
resume  Executive's  employment  hereunder  as though  such  notice had not been
given.  The Board shall determine in good faith,  upon  consideration of medical
evidence  satisfactory to it, whether  Executive by reason of physical or mental
disability  shall be  unable to  perform  the  services  required  of  Executive
hereunder.

8. If Employer shall terminate Executive's employment hereunder for Cause, or if
Executive  shall  voluntarily  leave  Executive's  employment  hereunder,   this
Agreement  shall  terminate  immediately  and Employer shall pay to Executive an
amount equal to the Base Salary hereunder  through the date of such termination.
Cause  shall mean (i) any  conviction  of any crime  (whether  or not  involving
Employer) constituting a felony in the jurisdiction  involved,  (ii) engaging in
any  substantiated  act involving  moral  turpitude,  (iii)  engaging in any act
which, in each case, subjects, or if generally known would subject,  Employer to
public ridicule or  embarrassment,  (iv) gross  misconduct in the performance of
Executive's  duties  hereunder,  (v) willful  failure or refusal to perform such
duties as may be relegated to 

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Executive  commensurate  with  Executive's  position,  or  (vi)  breach  of  any
provision of this Agreement by Executive.

9. If  Executive's  employment  is terminated by Employer  without  Cause,  this
Agreement shall terminate immediately, provided, however, that Employer shall be
obligated to pay Executive the Base Salary through the date of such termination.
In addition if  termination  occurs  during the first twelve (12) months of this
Agreement the Executive  shall be paid an amount equal to six (6) months of Base
Salary as severance.

10. Executive covenants and agrees with Employer that Executive will not, during
the  term  of  this  Agreement  and  thereafter   directly  or  indirectly  use,
communicate,  disclose or disseminate to anyone (except to the extent reasonably
necessary  for  Executive to perform  Executive's  duties  hereunder,  except as
required by law or except if generally  available to the public  otherwise  than
through use,  communication,  disclosure  or  dissemination  by  Executive)  any
Confidential  Information (as hereinafter  defined) concerning the businesses or
affairs of Employer or of any of its affiliates or subsidiaries  which Executive
may have acquired in the course of or as incident to  Executive's  employment or
prior dealings with Employer or with any of its affiliates or subsidiaries.

"Confidential  Information"  shall  mean  (a)  all  knowledge,  information  and
material  concerning  Employer  or its  business  or the  business of any of its
affiliates or subsidiaries that shall become known to Executive as a consequence
of Executive's 

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relationship  with  Employer,  (b) all  information  that has been  disclosed to
Employer by any third party under an agreement or  circumstances  requiring such
information  to be kept  confidential,  and (c) all  knowledge,  information  or
material concerning Inventions that are, under this Agreement, owned by Employer
or assigned by Executive to Employer;  provided,  that Confidential  Information
shall  not  include  knowledge,  information  or  material  that  is or  becomes
generally  known or available to others in businesses  engaged in by Employer or
to  the  public  (other  than  through  unauthorized  disclosure).  Confidential
Information  shall include  without  limitation  (a)  information of a technical
nature,  such as  information  regarding  past,  present  and  future  research,
financial data, product information, marketing plans, computer programs (whether
in source or object  code form or other form and  whether  contained  on program
listings,  magnetic tape,  magnetic disks, CD ROMs or other media),  logic, flow
charts,  specifications,  documentation  and ideas relating to the activities of
Employer,  (b) information of a business nature,  such as information  regarding
past,   present  and  future   client   development,   strategies,   procurement
specifications,  cost and financial  data,  contracts,  quotations  and names of
actual and prospective  clients or customers,  and (c) all documents,  drawings,
reports, client lists, and other physical embodiments of all such information.

"Inventions"  shall  mean each of the  following,  but only to the  extent  they
relate to the business of commerce conducted over the Internet:  all inventions,
discoveries,  developments,  ideas,

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works, improvements,  enhancements,  works of authorship,  products and computer
software,  whether or not  patentable,  and anything  else that is subject to or
potentially  subject  to the  patent,  copyright  or  trade  secret  laws of any
jurisdiction.

11. Executive acknowledges that Executive's services and responsibilities are of
particular  significance to Employer and that Executive's position with Employer
has given and will give  Executive  close  knowledge  of its  policies and trade
secrets.  Since Employer is in a creative and competitive business,  Executive's
continued and exclusive  service to Employer  under this  Agreement is of a high
degree of importance.

Executive covenants and agrees with Employer that Executive will not, during the
term of this  Agreement and for a period of two years after the  termination  of
Executive's  employment  hereunder in any manner,  directly or  indirectly,  (i)
induce or attempt to influence any present or future officer,  employee, lessor,
lessee,  licensor or licensee of Employer or its  subsidiaries or its affiliates
to leave its  respective  employ or  solicit  or  divert or  service  any of the
customers or clients that Employer or its  subsidiaries or its affiliates has or
had in the one (1) year previous to the date of termination  of this  Agreement,
(ii) engage,  in North America or any other  territory in which Employer does or
contemplates  to do business,  in any businesses  presently  engaged in or to be
engaged in by Employer or its subsidiaries or affiliates during the term of this
Agreement,  and (iii)  except for  ownership  of no more than 1% of the  capital
stock,  be a stockholder  of any  corporation,  or directly or  indirectly  own,

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manage, operate,  conduct, control or participate in the ownership,  management,
operation,  conduct,  control of, accept employment with, or be connected in any
other manner with, any business which engages in any direct competitive activity
including,  without  limitation,  any business which engages in retail  commerce
conducted over the Internet in any such geographic region.

12. Executive  acknowledges  that the remedy at law for any breach or threatened
breach by Executive of the covenants  contained in paragraphs 10 and 11 would be
wholly inadequate,  and therefore Employer or its subsidiaries or its affiliates
shall be entitled to preliminary  and permanent  injunctive  relief and specific
performance thereof.  Paragraphs 10 and 11 constitute  independent and separable
covenants  that shall be  enforceable  notwithstanding  rights or remedies  that
Employer or its subsidiaries or it affiliates may have under any other provision
of this Agreement,  or otherwise.  If any or all of the foregoing  provisions of
paragraphs 10 and 11 are held to be unenforceable for any reason whatsoever,  it
shall not in any way invalidate or affect the remainder or this Agreement  which
shall  remain in full force and  effect.  If the period of time or  geographical
areas specified in paragraphs 10 and 11 are determined to be unreasonable in any
judicial proceeding, the period of time or areas of restriction shall be reduced
so that this  Agreement  may be enforced in such areas and during such period of
time as shall be determined to be reasonable.

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13.  Executive has carefully  read and considered  the  provisions  hereof,  and
having done so, agrees that  restrictions set forth in paragraphs 10, 11, and 12
(including,  but not limited to, the time periods of restrictions)  are fair and
reasonable  and are  reasonably  required for the protection of the interests of
Employer.

14.  Executive  represents  and warrants to Employer  that  Executive is not now
under any  obligation  of a contractual  or other nature to any person,  firm or
corporation  which is inconsistent or in conflict with this Agreement,  or which
would prevent, limit or impair in any way the execution of this Agreement or the
performance by Executive of Executive's obligations hereunder and Executive will
indemnify  and hold harmless  Employer,  its  directors,  officers and employees
against and in respect of all  liability,  loss,  damage,  expense or deficiency
resulting  from any  misrepresentation,  or breach of any  warranty or agreement
made by Executive in connection with Executive's employment hereunder.

15. The waiver by either party of a breach of any  provision  of this  Agreement
shall  not  operate  as or be  construed  as a waiver of any  subsequent  breach
thereof.

16. Any and all notices  referred to herein shall be  sufficient if furnished in
writing and sent by certified mail, return receipt requested,  to the respective
parties at the addresses set forth below,  or such other address as either party
may from time to time designate in writing.

                                      -10-





To Executive:                       To Employer:



Gary Finkel                         CyberShop International, Inc.
8 Treeview Circle                   130 Madison Avenue
Scotch Plains, New Jersey           New York, New York 10016
07076                               Attention: Chairman of the Board


With copies in each case to:

Rubin Baum Levin Constant & Friedman
30 Rockefeller Plaza
New York, New York  10112
Attention:  Walter M. Epstein


17. This  Agreement  shall be binding  upon,  and shall inure to the benefit of,
Employer and its successors  and assigns,  and Executive and  Executive's  legal
representatives,  heirs,  legatees and distributees,  but neither this Agreement
nor  any  rights  hereunder  shall  be  assignable,  encumbered  or  pledged  by
Executive.

18.  This  Agreement  supersedes  any and all prior  written or oral  agreements
between Employer and Executive and constitutes the entire agreement  between the
parties  hereto with respect to the subject  matter hereof and no  modification,
amendment  or  waiver  of any of the  provisions  of  this  Agreement  shall  be
effective unless in writing and signed by both parties hereto.

19. This Agreement  shall be construed and enforced in accordance  with the laws
of the State of New York.

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20. This Agreement may be executed in any number of counterparts,  each of which
shall be an original,  but all of which  together  shall  constitute one and the
same agreement.

21. If any provision or part of any provision of this  Agreement is held for any
reason to be unenforceable,  the remainder of this Agreement shall  nevertheless
remain in full force and effect.

IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be duly
executed as of the day and year first above written.

CYBERSHOP INTERNATIONAL, INC.



By:
   ------------------------

Title:

Date:


---------------------------
Gary Finkel

Date:



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