Sale of Technology Agreement - e-commerce Solutions Inc. and Stanley Wolfson


                          SALE OF TECHNOLOGY AGREEMENT

      This Sale of Technology Agreement ("Agreement") is made and effective this
21 day of November 1999, by and between e-commerce  Solutions,  Inc.  ("Buyer"),
and Stanley Wolfson ("Seller").

      Seller has developed and owns all rights to certain  computer  software in
development as more fully described on Schedule A.

      Buyer wishes to purchase,  and Seller wishes to sell,  such software,  the
related  goodwill  and all  other  associated  property  rights,  including  all
copyrights  and all  rights to  enhanced,  modified  and  updated  versions  and
derivative works related thereto.

      NOW, THEREFORE,  in consideration of the premises and the mutual covenants
contained herein, the parties agree as follows:

      1. Transfer.  (a).  Software.  Seller hereby sells,  assigns,  conveys and
transfers  to Buyer all of  Seller's  right,  title and  interest  in and to the
following  described  computer  software (the  "Software"):  A software platform
engine in development that will create an ability to mass produce e-commerce web
sites, manage said sites and administration.

The Software shall include, but is not limited to :

            (i) The  Software in  development  in all  versions and all forms of
expression  thereof,  including  but  not  limited  to  proprietary  rights  and
intellectual property contained therein or connected therewith.

            (b) Delivery.

            (i) The Software in development shall be delivered to Buyer upon the
execution of this Agreement. Seller shall from time to time, but without further
consideration,  execute and deliver such  instruments or documents and take such
other action as is reasonably necessary which Buyer may request in order to more
effectively carry out this Agreement and to vest in Buyer the Software and title
thereto.

      2. Representations and Warranties of Seller.  Seller represents,  warrants
and covenants as follows:

            (a) Title; Infringement. Seller has good and marketable title to the
Software  in  development,  and has all  necessary  rights  to enter  into  this
Agreement  without  violating  any other  agreement or  commitment  of any sort.
Seller does not have any outstanding  agreements or  understandings,  written or
oral,  concerning  the Software.  The Software does not infringe or constitute a
misappropriation of any trademark,  patent, copyright, trade secret, proprietary
right or similar  property  right.  Seller agrees to defend,  indemnify and hold
Buyer, its subsidiaries,  affiliates and licensees  harmless against any action,
suit, expense, claim, loss, liability or damage based on a claim that the 


                                        1


Software infringes or constitutes a misappropriation  of any trademark,  patent,
copyright,  trade secret,  proprietary  right or similar  property right.  Buyer
shall give Seller prompt written  notice of any such claim.  Seller shall assume
responsibility  for defending any suit or proceeding brought against Buyer based
on any claim that the Software  infringes or constitutes a  misappropriation  of
any trademark,  patent,  copyright,  trade secret,  proprietary right or similar
property right; provided, however, that Buyer shall give Seller prompt notice in
writing of the assertion of any such claim and of the threat or  institution  of
any such suit or  proceeding,  and all  authority,  information  and  assistance
required for the defense of the same. Seller shall pay all costs awarded against
Buyer, but shall not be responsible for any cost, expense or compromise incurred
without Seller's consent.

            (b) No Liens. The Software is not subject to any lien,  encumbrance,
mortgage or security interest of any kind.  Seller's  conveyance of the Software
shall be free of any such interest.

            (c) Authority Relative to this Agreement. This Agreement is a legal,
valid and binding  obligation  of Seller.  The  execution  and  delivery of this
Agreement by Seller and the  performance  of and  compliance  by Seller with the
terms and  conditions of this Agreement will not result in the imposition of any
lien or other  encumbrance  on any of the Assets,  and will not conflict with or
result in a breach by Seller of any of the terms,  conditions  or  provisions of
any order, injunction,  judgment, decree, statute, rule or regulation applicable
to Seller, the Software,  or any note,  indenture or other agreement,  contract,
license or instrument by which any of the Software may be bound or affected.  No
consent or approval by any person or public  authority  is required to authorize
or is required in connection  with,  the  execution,  delivery or performance of
this Agreement by Seller.

            (d) No  Default.  There is no  outstanding  default by the Seller in
connection with the Software.

      4. No  Brokers.  All  negotiations  relative to this  Agreement  have been
carried on by Buyer directly with Seller, without the intervention of any person
as the  result  of any act of Buyer or  Seller  (and,  so far as known to either
party,  without the  intervention  of any such person) in such manner as to give
rise to any valid claim against the parties  hereto for  brokerage  commissions,
finder's fees or other like payment.

      5. Consents,  Further  Instruments and Cooperation.  Seller  represents no
consent  or  approval  by any  person  is  required  in  order to  permit  it to
consummate the transactions  contemplated  hereby.  Seller agrees to execute and
deliver  such  instruments  and to take such other  action as may be required to
carry out the transaction contemplated by this Agreement.  Seller shall execute,
or  cause  its  employees  and  agents  to  execute,  any  patent  or  copyright
application  or  other  similar  document  or  instrument,   following   Buyer's
reasonable request.

      6.  Limitation  of  Liability.  OTHER THAN AS SET FORTH IN SECTION 3.A. OR
UPON THE BREACH OF ANY WARRANTY, NEITHER BUYER NOR SELLER SHALL BE LIABLE TO THE
OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT
OF OR RELATED TO THIS AGREEMENT OR ANY PERFORMANCE


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HEREUNDER,  EVEN IF SUCH PARTY HAS  ADVANCE  NOTICE OF THE  POSSIBILITY  OF SUCH
DAMAGES,  WHETHER  BASED ON A THEORY OF  CONTRACT,  TORT,  STRICT  LIABILITY  OR
OTHERWISE.

      7. Buyer's Use of the Software. Buyer may, at its sole discretion, market,
license and sell the Software  under names and trade names of its own  choosing,
and may develop  updated  and  modified  versions  and  derivative  works of the
Software without attribution of authorship to Seller. Buyer shall own all rights
and title,  including  copyrights,  in and to updated and modified  versions and
derivative  works of the Software without  requiring  permission from Seller and
without  incurring  payment  obligations in addition to those  provided  herein.
Buyer may market or use the Software in whatever  manner and at whatever  prices
it sees fit.

      8. Seller's Non-Use of the Assets.  Seller retains no rights whatsoever in
the  Software  and does not retain the right to use the Software or any material
relating to the Software for any purpose,  personal,  commercial,  or otherwise.
Seller  furthermore  shall maintain all information  relating to the Software or
use of the Software in short confidence and shall not disclose any aspect of the
Software to any third party without the prior written consent of Buyer.

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

      10.  Assignment.  Seller may not assign this  Agreement or any  obligation
herein  without the prior  written  consent of Buyer.  This  Agreement  shall be
binding  upon and inure to the  benefit of the  parties  named  herein and their
respective heirs, executors, personal representatives, successors and assigns.

      11. Entire Agreement.  This Agreement contains the entire understanding of
the parties,  and supersedes any and all other agreements  presently existing or
previously  made,  written  or oral,  between  Buyer and Seller  concerning  its
subject matter. This Agreement may not be modified except by a writing signed by
both parties.

      12.  Severability.  If any  provision  of this  Agreement is declared by a
court of  competent  jurisdiction  to be  invalid,  void or  unenforceable,  the
remaining provisions of this Agreement  nevertheless will continue in full force
and effect without being impaired or invalidated in any way.

      13. Notices.  All notices,  requests,  demands,  and other  communications
hereunder  shall be  deemed  to have been duly  given if  delivered  or  mailed,
certified or registered mail with postage prepaid:


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      If to Buyer:

                  E-Commerce Solutions, Inc.
                  c/o Urban Cool Network, Inc.
                  1401 Elm Street
                  Dallas, Texas 75226

      with a copy to:

                  Martin Licht, Esq.
                  Silverman, Collura & Chernis, P.C.
                  381 Park Avenue South
                  New York, New York 10016

      If to Seller:

                  S. Wolfson
                  1030 Fifth Avenue
                  New York, New York 10022

      14. Relationship of the Parties. The relationship between Buyer and Seller
under this Agreement is intended to be that of buyer and seller,  and nothing in
this  Agreement  is intended to be  construed  so as to suggest that the parties
hereto are partners or joint venturers, or either party or its employees are the
employee or agent of the other.  Except as expressly set forth  herein,  neither
Buyer nor Seller has any  express  nor  implied  right or  authority  under this
Agreement to assume or create any obligations on behalf of or in the name of the
other or to bind the other to any contract,  agreement or  undertaking  with any
third party.

      15. Headings. Headings used in this Agreement are provided for convenience
only and shall not be used to construe meaning or intent.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

[Buyer] _____________________                   [Seller] _______________________


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 TYPE:  EX-10.10
 SEQUENCE:  13
 DESCRIPTION:  EMPLOYMENT AGREEMENT



                              EMPLOYMENT AGREEMENT

            AGREEMENT made and entered into as of this 21 day of November, 1999
between e-commerce  Solutions,  Inc., a New York corporation (the "Corporation")
having an address at 600 West 57th Street,  New York, New York 10019 and Stanley
Wolfson (the  "Executive"),  residing at 1030 Fifth Avenue,  New York,  New York
10022.

                              W I T N E S S E T H:

            WHEREAS, Executive is presently employed by the Corporation; and

            WHEREAS, the Company and the Executive desire to set forth the terms
of Executive's employment with the Company, pursuant to the terms and conditions
hereof.

            NOW,  THEREFORE,  in  consideration  of the covenants and agreements
herein contained, the parties hereto agree with each other as follows:

      1. Term of Employment.  The  Corporation  agrees to and does hereby employ
Executive,  and  Executive  agrees to and does hereby  accept  employment by the
Corporation,  as the President and Chief Executive  Officer of the  Corporation,
subject to the  supervision  and  direction of its Board of  Directors,  for the
three (3) year period commencing November 1, 1999 (the "Term").

      2. Duties of Executive.  Executive  shall devote such time,  attention and
energy to the affairs of Corporation as shall be reasonably  required to perform
his duties  hereunder,  and, in pursuance of the policies and  directions of the
Board of Directors, Executive shall use his best efforts to promote the business
and affairs of the Corporation.

      3.  Base  Compensation.  In  consideration  of  the  Executive's  services
pursuant to this



Agreement,  Corporation shall pay to Executive, during the period of Executive's
employment under this Agreement (the "Base  Compensation"),  (i) a salary at the
rate of One Hundred Seventy Five Thousand Dollars ($175,000) per year during the
first  year of this  Agreement;  and  (ii)  for  each  year  thereafter,  annual
compensation  shall be determined  by the Board of Directors,  but not less than
$175,000 per year. The Base Compensation shall be payable in equal installments,
in  accordance  with  the  Corporation's   customary  procedures  for  executive
employees, subject to applicable tax and payroll deductions.

      4. Incentive Compensation.

            (a) As  additional  compensation,  the  Executive  shall  be paid an
amount equal to 2% of the gross sales of the Company.

            (b) Provided  Executive has duly performed his obligations  pursuant
to this  Agreement,  Executive  shall be  eligible  to  receive,  as  additional
compensation  for the services to be rendered by Executive under this Agreement,
incentive compensation. The amount of such incentive compensation, if any, shall
be  determined  by the Board of  Directors in its sole  discretion  based on the
Executive's performance and contributions to the Corporation's success.

      5. Other  Benefits.  During the term of this Agreement the Executive shall
be entitled to participate in any benefit plans adopted by the  Corporation  for
the general and overall  benefit of all employees  and/or for key  executives of
the Corporation  such as health care, life insurance,  disability,  stock option
plans, tax, legal and financial planning services,  pension,  profit sharing and
savings.

      6. Vacation. Executive shall be entitled to a fully paid vacation of three
(3) weeks per calendar  year,  which vacation shall be scheduled at such time or
times as the Corporation in


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consultation with Executive may reasonably determine.

      7. Expenses.  (a) The Corporation shall pay or reimburse Executive for all
reasonable and necessary  expenses incurred by him in connection with his duties
hereunder,  upon  submission by Executive to the  Corporation of such reasonable
evidence of such expenses as the Corporation may require.

            (b)  Throughout the term of this  Agreement,  the  Corporation  will
provide  Executive with the use of a motor vehicle of a class equivalent to that
currently  utilized  by the  Executive  for  purposes  within  the  scope of his
employment with  Corporation  and shall pay all expenses for fuel,  maintenance,
and insurance in connection with such use of the motor vehicle.

      8. Insurance. The Corporation shall apply for policies of life, health and
accident insurance or disability insurance upon the Executive in such amounts as
the  Corporation  deems  appropriate  which life  insurance as key man insurance
shall designate the Corporation as the beneficiary.  The Executive agrees to aid
the Corporation in procuring such insurance,  including submitting to a physical
examination,  if  required,  and  completing  any and  all  forms  required  for
application for any insurance policy.

      9. Disclosure of Information.  The Executive shall,  during his employment
under  this  Agreement  and  thereafter,  keep  confidential  and  refrain  from
disclosing to any unauthorized  persons all data and information relating to the
respective businesses of the Corporation or any of its subsidiaries.

      10.  Intellectual  Property  Rights.  (a)  The  Executive  shall  promptly
disclose to the  Corporation  in writing,  any and all  charts,  layouts,  maps,
inventions,  improvements,  techniques,  markets,  sales and advertising  plans,
processes, concepts and plans, whether or not copyrightable or


                                      - 3 -


patentable,  secret processes and "know-how,"  conceived by the Executive during
the term of his employment by the Corporation (the  "Executive's Work Product"),
whether  alone or with  others and  whether  during  regular  working  hours and
through the use of  facilities  and property of the  Corporation  or  otherwise,
which  directly  relates to the present  business of the  Corporation.  Upon the
Corporation's  request  at any time or from time to time  during the Term of the
Executive's  employment,  the  Executive  shall (i)  deliver to the  Corporation
copies  of the  Executive's  Work  Product  that  may be in  his  possession  or
otherwise available to him, and (ii) execute and deliver to the Corporation such
applications,  assignments and other  documents as it may reasonably  require in
order to apply for and obtain  copyrights  or  patents  in the United  States of
America and other countries with respect to any Executive's Work Product that it
deems to be copyrightable or patentable, and/or otherwise to vest in itself full
title thereto.

            (b) All documents that pertain to the Corporation, including but not
limited  to the  Executive's  Work  Product,  shall be the  sole  and  exclusive
property of the Corporation. Upon the termination of the Executive's employment,
all such documents  that may be in his possession or otherwise  available to him
or shall  thereafter  come into his  possession  or  control  shall be  promptly
returned to the Corporation without the necessity of a request therefor.

      11. Non-Competition Covenant.

            (a)  The  Executive   shall  not,   during  his  employment  by  the
Corporation,  engage,  directly or indirectly,  in any business competitive with
the business of the  Corporation  without the consent of the Board of Directors,
except for those businesses in which the Executive is currently involved.

            (b) For a  period  of one (1)  year  after  the  termination  of the
Executive's


                                      - 4 -


employment hereunder (the "Non-Competition  Period"), for any reason whatsoever,
other than a termination by the  Corporation  without good cause,  the Executive
shall  not  (i)  engage,  directly  or  indirectly,  as  an  officer,  director,
shareholder, owner, partner, joint venturer or in a managerial capacity, whether
as an employee,  independent  contractor,  consultant or advisor,  or as a sales
representative  in  any  competitive   businesses  which  competes  directly  or
indirectly with the Corporation,  and related  activities  throughout the United
States (the  "Territory"),  without the  permission  of the Board of  Directors,
which permission shall not be unreasonably withheld or delayed or (ii) induce or
actively   attempt  to  influence  any  other  employee  or  consultant  of  the
Corporation  to  terminate  his  or  her  employment  or  consultancy  with  the
Corporation.  Nothing herein  contained shall be deemed to prevent  ownership by
Executive  and his  associates  (as said term is  defined  in  regulation  14(A)
promulgated  under the Securities  Exchange Act of 1934 as in effect on the date
hereof), collectively, of not more than 5% of the outstanding capital stock of a
competitive corporation listed on a national securities exchange.

            (c) (i) The  parties to this  Agreement  consider  the  restrictions
contained herein reasonable as to the duration of the Non-Competition Period and
the extent of the  Territory.  However,  if the duration of the  Non-Competition
Period  or the  extent  of the  Territory  herein  specified  should  be  judged
unreasonable by any Court or arbitration proceeding,  the validity and effect of
the remaining  provisions of this Agreement  shall not be affected  thereby and,
the  duration of the  Non-Competition  Period shall be reduced by such number of
months  and/or  the  area of the  Territory  shall be  reduced  such  that,  the
Territory and the Non-Competition  Period shall be deemed reasonable so that the
foregoing covenant not to compete may be enforced .

            (ii) The Company and the Executive agrees and recognizes that in the
event


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of a breach or  threatened  breach by either of the  provisions of the foregoing
covenants,  either party may suffer irreparable harm, and that money damages may
not be an adequate remedy. Therefore, either party shall be entitled as a matter
of right to specific  performance of the covenants of Executive contained herein
by way of  temporary  or  permanent  injunctive  relief in a Court of  competent
jurisdiction.

      12.  Termination.   This  Agreement  and  Executive's  employment  may  be
terminated in any one of the followings ways:

            (a) Death. The death of Executive shall  immediately  terminate this
Agreement with no severance compensation due to Executive's estate.

            (b)  Disability.  If, as a result of  incapacity  due to physical or
mental  illness or injury,  Executive  shall have been absent from his full-time
duties hereunder for three (3) consecutive  months,  then thirty (30) days after
receiving written notice (which notice may occur before or after the end of such
three (3) month period,  but which shall not be effective  earlier than the last
day of such three (3) month period),  the Corporation may terminate  Executive's
employment hereunder provided Executive is unable to resume his full-time duties
at the  conclusion  of such notice  period.  Also,  Executive  may terminate his
employment  hereunder  if his health  should  become  impaired to an extent that
makes  the  continued  performance  of his  duties  hereunder  hazardous  to his
physical  or mental  health or his life,  provided  that  Executive  shall  have
furnished the Corporation  with a written  statement from a qualified  doctor to
such effect and  provided,  further,  that,  at the  Corporation's  request made
within thirty (30) days of the date of such written  statement,  Executive shall
submit  to an  examination  by a  doctor  selected  by  the  Corporation  who is
reasonably  acceptable to Executive or Executive's  doctor and such doctor shall
have concurred in the conclusion of


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Executive's  doctor.  In the event this  Agreement is  terminated as a result of
Executive's disability,  Executive shall (i) receive from the Corporation,  in a
lump-sum  payment  due  within  thirty  (30)  days  of  the  effective  date  of
termination,  the base  salary for one (1) year and (ii) the  Corporation  shall
make the  insurance  premium  payments  contemplated  by COBRA  for a period  of
eighteen (18) months after such termination.

            (c) Good Cause.  The  Corporation  may terminate  this Agreement ten
(10) days after  written  notice to Executive for "Good Cause," which shall mean
any  one  or  more  of  the  following:  (1)  Executive's  material  failure  of
performance;  (2) Executive's  willful,  material and irreparable breach of this
Agreement;  (3) Executive's  gross  negligence in the performance or intentional
nonperformance  (continuing for ten (10) days after receipt of written notice of
need  to  cure)  of any of  Executive's  material  duties  and  responsibilities
hereunder; (4) Executive's willful dishonesty,  fraud or misconduct with respect
to the business or affairs of the  Corporation  which  materially  and adversely
affects  the  operations  or  reputation  of the  Corporation;  (5)  Executive's
conviction  of a felony  crime;  or (6)  confirmed  positive  illegal  drug test
result.  In the event of a  termination  for Good Cause,  as  enumerated  above,
Executive shall have no right to any severance compensation.

            (d)  Without  Good  Cause.  At any time  after the  commencement  of
employment,   Executive  may,  without  cause,   terminate  this  Agreement  and
Executive's  employment,  effective  thirty  (30) days after  written  notice is
provided to the  Corporation  pursuant  to  paragraph  three of the  shareholder
agreement  between the parties of even date.  Executive  may only be  terminated
without Good Cause by the Corporation during the Term hereof if such termination
is  approved  by a  majority  of the  members of the Board of  Directors  of the
Corporation in accordance with paragraph three of


                                      - 7 -


the Shareholder Agreement of even date, and provided that the Executive receives
at least one (1) month written notice. In the event that Executive is terminated
without  Good  Cause  during  the  Term,   Executive   shall  receive  from  the
Corporation,  on such dates as would otherwise be paid by the  Corporation,  the
compensation  due  pursuant to  paragraphs  3 and 4.  Further,  if  Executive is
terminated  without Good Cause, the Corporation shall make the insurance premium
payments  contemplated  by COBRA for a period of eighteen (18) months after such
termination.  Further,  any  termination  without Good Cause by the  Corporation
shall  operate to shorten the period set forth in paragraph 11 hereof to one (1)
year  from the date of  termination  of  employment.  If  Executive  resigns  or
otherwise terminates his employment rather than the Corporation  terminating his
employment  pursuant to this paragraph 12,  Executive shall receive no severance
compensation.

      13.  Indemnification.  In the  event  Executive  is  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,   administrative  or  investigative  (other  than  an  action  by  the
Corporation  against  Executive),  by  reason  of  the  fact  that  he is or was
performing  services under this Agreement,  then the Corporation shall indemnify
Executive against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement,  as actually and reasonably incurred by Executive in
connection  therewith to the maximum  extent  permitted by  applicable  law. The
advancement of expenses shall be mandatory. In the event that both Executive and
the Corporation are made a party to the same third-party action, complaint, suit
or proceeding,  the Corporation agrees to engage competent legal representation,
and Executive  agrees to use the same  representation,  provided that if counsel
selected by the Corporation shall have a conflict of interest that prevents such
counsel from representing  Executive,  Executive may engage separate counsel and
the Corporation shall pay all attorneys' fees of such separate counsel. Further,
while


                                      - 8 -


Executive  is  expected  at all  times to use his  best  efforts  to  faithfully
discharge his duties under this  Agreement,  Executive  cannot be held liable to
the  Corporation  for errors or omissions made in good faith where Executive has
not exhibited gross,  willful and wanton  negligence and misconduct or performed
criminal  and  fraudulent  acts  which  materially  damage the  business  of the
Corporation.

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

      15. Notices. Any notice permitted,  required,  or given hereunder shall be
in writing  and shall be  personally  delivered;  or  delivered  by any  prepaid
overnight courier delivery service then in general use; or mailed, registered or
certified mail, return receipt requested,  to the addresses designated herein or
at such other address as may be designated by notice given hereunder:

                  If to :  Stanley Wolfson
                           1030 Fifth Avenue
                           New York, N.Y. 10022

                  If to :  e-commerce Solutions, Inc.
                           West 23rd Street
                           New York, N.Y. and
                           600 West 57th Street
                           2nd Floor
                           New York, NY 10014

        With a copies to:  Silverman, Collura & Chernis, P.C.
                           381 Park Avenue
                           New York, New York 10016
                           Attn: Marc G. Rosenberg, Esq.

                     and   Urban Cool Network, Inc.
                           1401 Elm Street
                           Dallas, Texas 75626


                                      - 9 -


      Delivery shall be deemed made when actually delivered, or if mailed, three
days after delivery to a United States Post Office.

      16.  Assignment.  Executive  shall not be  entitled  to assign his rights,
duties or obligations under this Agreement.

      17. Amendments.  The terms and provisions of this Agreement may be amended
or modified only by a written instrument  executed by the party to be charged by
such amendment or modification.

      18.  Governing Law. The terms and provisions  herein contained and all the
disputes or claims relating to this Agreement shall be governed by,  interpreted
and  construed in  accordance  with the internal  laws of the State of New York,
without reference to its conflict of laws principles.

      19. Arbitration. (a) In the event of a dispute between the parties arising
out of or relating to this Agreement,  or the breach thereof,  the parties shall
make every  effort to  amicably  resolve,  reconcile,  and settle  such  dispute
between them.  Should an amicable  resolution not be possible,  either party may
invoke binding arbitration.

            (b)  Subject to the  provisions  of Section  11(c)(ii)  hereof,  all
claims,  disputes and other matters in controversy  arising out of or related to
this Agreement or the performance or breach hereof,  shall be decided by binding
arbitration in accordance with the Commercial  Arbitration Rules of the American
Arbitration  Association (the "AAA Rules"), by a panel of three (3) arbitrators,
in New York, New York. One (1) such arbitrator shall be appointed by each of the
parties within three (3) weeks after being  requested by the other party to make
such  appointment  and the third  arbitrator  shall be  appointed by the two (2)
arbitrators appointed by the parties. In the event that a party does


                                     - 10 -


not appoint its  arbitrator  within such three (3) week  period,  or the two (2)
arbitrators  appointed  by  the  parties  shall  fail  to  agree  on  the  third
arbitrator,  such appointed  arbitrator or arbitrators shall be appointed by the
American  Arbitration  Association in accordance  with the AAA Rules.  The award
shall  state the facts  and  findings  and shall be  rendered  with  reasons  in
writing. The arbitrators shall have no authority or power to alter or modify any
express  condition or provision of this Agreement,  or to render any award which
by its terms  shall  have the  effect  of  altering  or  modifying  any  express
conditions  or  provisions  of  this  Agreement.   The  award  rendered  by  the
arbitrators  shall be final and  judgement  may be entered  upon it in any court
having  jurisdiction  thereof.  The successful party to the arbitration shall be
entitled  to an award for  reasonable  attorney's  fees,  as  determined  by the
arbitrators.

      20.  Captions.  The  captions of the  sections of this  Agreement  are for
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.

      21. Merger and  Severability.  This Agreement shall  constitute the entire
Agreement  between the  Corporation  and  Executive  with respect to the subject
matter hereof. The invalidity or  unenforceability of any provision hereof shall
in no way affect the validity or enforceability of any other provision.

      22. Counterparts;  Facsimile.  This Agreement may be executed by facsimile
and in two (2) or more  counterparts,  each of which shall be deemed an original
and all of which together shall constitute but one and the same instrument.


                                     - 11 -


      IN WITNESS  WHEREOF,  the parties hereto have affixed their signatures the
day and year first above written.

                                        E-COMMERCE SOLUTIONS, INC.

                                        By:
                                            ------------------------------------
                                             Name:
                                             Title:


                                        ----------------------------------------
                                        STANLEY WOLFSON


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