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Severance Letter - Inc. and Jeffrey Leist

                     , Inc.
                                116 Newark Avenue
                          Jersey City, New Jersey 07302

                                                          March 30, 2000

Mr. Jeffrey Leist
61 Lower Shad Road
Pound Ridge, New York 10576

                   Re:  Employment Term

Dear Jeff:

                   Reference is made to the Employment Agreement between you and, Inc. (formerly known as Cybershop International, Inc.) dated
February 7, 1999 (the 'Employment Agreement'). The purpose of this letter is to
reflect our agreement modifying the terms of the Employment Agreement as

         1. Your services under the Employment Agreement will be terminated at
the close of business on April 11, 2000 (the 'Termination Date').

         2. Salary payable under the Employment Agreement through the
Termination Date shall be paid on the same periodic basis as currently in

         3. Disclosure of your termination shall be made at a mutually agreeable
time but in any event no later than the Termination Date.

         4. After February 18, 2000 you shall not be required to be present at
our offices to perform services but you shall make yourself available as
requested to provide transition services, as required.

         5. Through the Termination Date you shall have full access to your
office and voice mail.

         6. No additional amounts shall be payable to you with respect to

         7. Your use of the corporate apartment in Jersey City shall end on
February 18, 2000.

         8. Your health coverage under our group health plan will terminate on
the Termination Date. Thereafter, you will be provided an opportunity to
continue health coverage for yourself and qualifying dependents under our group
health plan in accordance with the Consolidated Omnibus Budget Reconciliation
Act ('COBRA'). From and after the Termination Date, you shall not be entitled to
receive any further compensation or monies from us or to receive any benefits or
participate in any benefit plan or program, including but not limited to, our
401(k) Plan.

         9. Attached to this letter is a General Release to be executed by you
as well.

                   As you know the decision to terminate the Employment
Agreement is based upon the change in the overall business direction of the
Company. Your services have been of tremendous value to the Company. Please

accept my thanks for your services. Will you please indicate your acceptance of
the terms of this letter by signing in the space indicated below and returning a
signed copy along with a signed copy of the General Release.


                                                     Jeffrey Tauber, President
                                           , Inc.

Agreed and Accepted as of this
14th day of February, 2000.

Jeffrey Leist

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