THIS EXECUTIVE  EMPLOYMENT  AGREEMENT  (this  "Agreement")  is made and
entered  into  and is  effective  as of the  27th  day of  December,  2004  (the
"Effective Date"),  between Onstream Media Corporation,  a Florida  corporation,
whose  principal  place of business is 1291 S.W.  29th  Avenue,  Pompano  Beach,
Florida 33069 (the "Company") and Alan  Saperstein,  an individual whose address
is 7291 Valencia Drive, Boca Raton, Florida 33433 (the "Executive").


         A. The Company is a Florida  corporation and is principally  engaged in
the business of providing managed services including  webcasting,  digital asset
management,  collaboration  and video and audio transport,  storage and encoding
(the "Business").

         B. The Company  presently employs the Executive and desires to continue
to employ the Executive  and the Executive  desires to continue in the employ of
the Company.

         C. The Company has  established a valuable  reputation  and goodwill in
the Business.

         D. The  Executive,  by virtue of the  Executive's  employment  with the
Company has become familiar with and possessed with the manner,  methods,  trade
secrets and other confidential information pertaining to the Company's business,
including the Company's client base.

         E. Any and all options  granted to Executive  preceding  this Agreement
shall  continue  and not  expire as a result of any  options  issued  under this

         F. The Change of Control  excludes the Merger with  Onstream  Media and
the contemplated financing

         NOW, THEREFORE,  in consideration of the mutual agreements herein made,
the Company and the Executive do hereby agree as follows:

         1.  Recitals.  The above  recitals  are true,  correct,  and are herein
incorporated by reference.

         2.  Employment.  The  Company  hereby  employs the  Executive,  and the
Executive hereby accepts employment,  upon the terms and conditions  hereinafter
set forth.

         3. Authority and Power During Employment Period.

                  a.  Duties  and  Responsibilities.  During  the  term  of this
Agreement,  the Executive shall serve as Chief Operations Officer of the Company
and shall  have  general  executive  operating  supervision  over the  property,
business and affairs of the Company, its subsidiaries and divisions,  subject to
the  guidelines  and  direction of the Board of Directors of the Company.  It is
further the  intention  of the parties  that at all times  during the "Term," as
hereinafter defined, of the Agreement,  the Executive shall serve as a member of
the Board of  Directors  of the Company,  in  accordance  with the Bylaws of the

                  b. Time Devoted.  Throughout  the term of the  Agreement,  the
Executive shall devote  substantially  all of the Executive's  business time and
attention  to the  business  and  affairs  of the  Company  consistent  with the
Executive's  senior executive  position with the Company,  except for reasonable
vacations  and except for illness or  incapacity,  but nothing in the  Agreement
shall preclude the Executive from engaging in personal  business  including as a
member of the board of directors of related companies,  charitable and community
affairs,  provided  that  such  activities  do not  interfere  with the  regular
performance of the Executive's duties and responsibilities under this Agreement.
In the event  Executive  shall, at any time, not be on the Board of Directors of
the Company and  serving as  Chairman  of such Board,  it shall be presumed  (if
Executive so elects) that the Executive has been terminated other than for cause
and  Executive  shall have all of the rights  specified  in Section 6(h) of this
Agreement just as if the Executive had been terminated "Without Cause."


         4. Term. The Term of employment  hereunder will commence on the date as
set forth above and terminate  four (4) years from the Effective  Date, and such
term  shall  automatically  be  extended  for  successive  one  (1)  year  terms
thereafter  unless (a) the parties  mutually  agree in writing to alter or amend
the terms of the Agreement;  or (b) one or both of the parties  exercises  their
right, pursuant to Section 6 herein, to terminate this employment  relationship.
For purposes of this Agreement,  the Term (the "Term") shall include the initial
term and all renewals thereof.

         5. Compensation and Benefits.

                  a.  Salary.  The  Executive  shall be paid a base  salary (the
"Base  Salary"),  payable  semi-monthly,  at an annual  rate of no less than One
Hundred  Sixty Five  Thousand  Dollars  ($165,000.00)  for the first year,  with
annual incremental increases of ten (10%) percent per year.

                  b. Performance  Based Bonus. As additional  compensation,  the
Executive  shall be entitled to receive a bonus  ("Bonus")  for each fiscal year
during the Term of the Executive's  employment by the Company in an amount equal
to one percent (1%) of Earnings of the Company  Before Income Tax,  Depreciation
and  Amortization  (EBITDA) in excess of the EBITDA for the previous fiscal year
(only to the extent of positive net income for such  period).  The base year for
the Bonus shall  commence  fiscal 2003. The Bonus shall be payable within thirty
(30) days of the determination of the amount of the Bonus;  provided that at the
Executive's sole discretion, to elect to take his bonus in cash or in restricted
common  stock of the  Company,  based upon an amount of such  restricted  common
stock which shall be equal to Seventy-Five (75%) of the fair market value of the
Company's common stock, which fair market value shall be equal to the average of
the closing price for the five (5) prior trading days  immediately  prior to the
determination of such Bonus.

                  c. Stock  Options.  The  Executive  shall be  granted  options
("Options")  to purchase an  aggregate  of 400,000  shares of Common Stock at an
exercise price of $2.50 and shall be exercisable  for a period of four (4) years
from the date of vesting  unless sooner  terminated,  as described  herein.  The
options shall vest in installments of 100,000 options each, on each  anniversary
of the Effective Date of this  Agreement,  subject to  anti-dilution  provisions
relating to  adjustments  in the event that the  Company,  among  other  things,
declares stock dividends,  effects forward or reverse stock splits. In addition,
the Options shall automatically vest upon the happening of the following events:
(i) change of control of the  Company,  as  defined  herein;  (ii)  Constructive
Termination,  as defined herein, of the Executive;  and (iii) termination of the
Executive other than for Cause, as defined  herein.  The unvested  Options shall
automatically terminate upon the happening of the following: (i) the Executive's
termination  for Cause, as defined  herein;  and (ii) the Executive's  voluntary
termination.  In the event this  Agreement  is not renewed or the  Executive  is
terminated other than for Cause, the Executive shall be entitled to register the
stock received by Executive upon the exercise of the options provided  hereunder
on the terms and conditions set forth in a registration  rights  agreement to be
mutually agreed upon by and between Executive and the Company. The Company shall
file such  Registration  Statement  as promptly as  practicable  and at its sole
expense.  The Company will use its reasonable best efforts through its officers,
directors,  auditors  and counsel in all matters  necessary or advisable to file
and cause to  become  effective  such  Registration  Statement  as  promptly  as
practicable. Such agreement is in the form attached hereto as Exhibit A. Nothing
herein  shall  effect  any  options  that  have  previously  been  issued to the
Executive.  Upon any  termination  of the  Executive,  and if the 5 day  average
closing  stock price is equal to or greater than the exercise  price  ($2.50) of
the option on the date of  termination,  the Company  will cancel the option and
will issue fully paid shares in replacement of the option ("Paid  Shares").  The
Company  will  pay any and all  income  taxes  incurred  by  executive  from the
issuance of the Paid Shares.  If the 5 day average  closing  stock price is less
than the exercise  price ($2.50) of the option on the date of  termination,  the
options will remain exercisable over the initial term.


                  d.  Executive  Benefits.  The  Executive  shall be entitled to
participate  in all  benefit  programs  of the  Company  currently  existing  or
hereafter  made  available  to  executives  and/or  other  salaried   employees,
including,  but not limited to, pension and other retirement  plans,  group life
insurance,  hospitalization,  surgical and major medical  coverage,  sick leave,
disability and salary  continuation,  vacation and holidays,  cellular telephone
and all related  costs and  expenses,  long-term  disability,  and other  fringe
benefits.  . In addition the executive will be entitled to receive $1500 monthly
as part of a deferred compensation plan for the executive's retirement.

                  e.  Vacation.  During  each fiscal  year of the  Company,  the
Executive  shall be entitled to  reasonable  vacation  time and to utilize  such
vacation as the Executive shall determine;  provided however, that the Executive
shall  evidence  reasonable   judgment  with  regard  to  appropriate   vacation
scheduling.  Notwithstanding the foregoing,  Executive shall be entitled to four
(4) weeks vacation per year, with unused vacation accruing to the following year
in accordance with the Company's policy.

                  f.  Business  Expense   Reimbursement.   During  the  Term  of
employment,  the Executive shall be entitled to receive proper reimbursement for
all reasonable,  out-of-pocket expenses incurred by the Executive (in accordance
with the  policies  and  procedures  established  by the  Company for its senior
executive  officers) in performing  services  hereunder,  provided the Executive
properly accounts therefor.

                  g.  Automobile   Expenses.   The  Company  shall  provide  the
Executive  with an  automobile  allowance  not to exceed  $1,000 per month.  The
Company shall pay all insurance premiums and maintenance for the automobile that
is the subject of the automobile allowance.

                  h. Memberships, Dues and Charitable Contributions. The Company
shall  provide  to the  Executive,  in the  Executive's  sole  discretion  (i) a
membership in a social,  charitable  or religious  organization  or club,  which
membership  shall be either in the name of the  Executive  or in the name of the
Company, as determined by the Executive;  or (ii) an equivalent dollar amount of
charitable  donations or  contributions  shall be made,  which amounts and which
charities shall be determined in the sole discretion of the Executive;  provided
that such Membership,  Dues and Charitable  Contributions  shall not exceed Five
Thousand Dollars ($5,000) per year.

                  i. Place of Employment - Moving  Allowance.  This Agreement is
entered into on the basis that the  principal  place of business of the Company,
and the location from which  Executive is to be based for the performance of his
services  hereunder,  is Pompano Beach,  Florida.  In the event that the Company
shall change the location of Company's  principal  office,  or otherwise require
Executive to be based and/or to operate from another location which is more than
fifty  (50)  miles  further  from  Executive's  then-current  residence  to  the
Company's current  headquarters office at 1291 S.W. 29th Avenue,  Pompano Beach,
Florida 33069,  Company shall reimburse  Executive for all moving and relocation
expenses paid or incurred in  connection  with  Executive's  relocation to a new
residence closer to Company's new principal office.

         6. Consequences of Termination of Employment.

                  a. Death.  In the event of the death of the  Executive  during
the Term, salary shall be paid to the Executive's designated beneficiary, or, in
the absence of such designation,  to the estate or other legal representative of
the Executive for a period of one (1) year from and after the date of death. The
Company shall also be obligated to pay to the  Executive's  estate or heirs,  as
the case may be,  such  amount of Bonus  based upon (i) the formula set forth in
Section 5(b) of this Agreement,  and (ii) the greater of (a) the Bonus earned or
accrued for such fiscal year annualized for a 12-month period,  or (b) the Bonus
for the prior year multiplied times two. Other death benefits will be determined
in accordance with the terms of the Company's benefit programs and plans.


                  b. Disability.

                           (1) In the event of the  Executive's  disability,  as
         hereinafter defined, the Executive shall be entitled to compensation in
         accordance  with the  Company's  disability  compensation  practice for
         senior  executives,   including  any  separate  arrangement  or  policy
         covering the Executive,  but in all events the Executive shall continue
         to receive the Executive's  salary for a period,  at the annual rate in
         effect immediately prior to the commencement of disability, of not less
         than 180 days from the date on which the  disability has been deemed to
         occur as hereinafter  provided below.  Any amounts provided for in this
         Section 6(b) shall not be offset by other long-term disability benefits
         provided to the Executive by the Company.

                           (2) "Disability," for the purposes of this Agreement,
         shall be deemed to have  occurred  in the  event (A) the  Executive  is
         unable by reason of sickness  or  accident  to perform the  Executive's
         duties  under  this  Agreement  for an  aggregate  of 180  days  in any
         twelve-month  period or (B) the  Executive has a guardian of the person
         or estate appointed by a court of competent  jurisdiction.  Termination
         due to  disability  shall be deemed to have occurred upon the first day
         of the month  following the  determination  of disability as defined in
         the preceding sentence.

                           Anything herein to the contrary notwithstanding,  if,
         following a termination  of  employment  hereunder due to disability as
         provided in the preceding paragraph,  the Executive becomes reemployed,
         whether as an  Executive or a  consultant  to the Company,  any salary,
         annual  incentive  payments or other  benefits  earned by the Executive
         from such reemployment shall offset any salary  continuation due to the
         Executive hereunder commencing with the date of re-employment.

                  c. Termination by the Company for Cause.

                           (1) Nothing  herein  shall  prevent the Company  from
         terminating   Employment  for  "Cause,"  as  hereinafter  defined.  The
         Executive  shall  continue to receive salary only for the period ending
         twenty  (20) days after the date of such  termination  plus any accrued
         Bonus  through  such date of  termination.  Any rights and benefits the
         Executive  may  have in  respect  of any  other  compensation  shall be
         determined  in  accordance  with the terms of such  other  compensation
         arrangements or such plans or programs.

                           (2) "Cause"  shall mean and include  those actions or
         events specified below in subsections (A) through (E) to the extent the
         same occur, or the events constituting the same take place,  subsequent
         to  the  date  of  execution  of  this  Agreement:  (A)  Committing  or
         participating   in  an  injurious  act  of  fraud,   gross  neglect  or
         embezzlement  against the Company;  (B) committing or  participating in
         any other injurious act or omission wantonly, willfully,  recklessly or
         in a manner which was grossly negligent against the Company, monetarily
         or otherwise;  (C) engaging in a criminal  enterprise  involving  moral
         turpitude; (D) conviction of an act or acts constituting a felony under
         the  laws  of the  United  States  or any  state  thereof;  or (E)  any
         assignment  of this  Agreement by the Executive in violation of Section
         14 of this Agreement.  No actions, events or circumstances occurring or
         taking place at any time prior to the date of this  Agreement  shall in
         any event  constitute or provide any basis for any  termination of this
         Agreement for Cause;

                           (3)  Notwithstanding  anything else contained in this
         Agreement,  this Agreement  will not be deemed to have been  terminated
         for Cause  unless  and until  there  shall have been  delivered  to the
         Executive a notice of termination  stating that the Executive committed
         one of the types of conduct set forth in this Section 6(c) contained in
         this Agreement and specifying the particulars thereof and the Executive
         shall be given a  thirty  (30) day  period  to cure  such  conduct,  if


                  d.  Termination  by the  Company  Other  than for  Cause.  The
foregoing notwithstanding,  the Company may terminate the Executive's employment
for whatever reason it deems appropriate;  provided,  however, that in the event
such  termination is not based on Cause, as provided in Section 6(c) above,  the
Company may terminate this Agreement upon giving three (3) months' prior written
notice.  During such three (3) month  period,  the Executive  shall  continue to
perform the Executive's duties pursuant to this Agreement, and the Company shall
continue  to  compensate  the  Executive  in  accordance  with  this  Agreement.
Subsequent  to such 3 month  period,  the  Executive  shall be  entitled  to all
Compensation and Benefits as set forth in Subsection 6(h) of this Agreement.

                  e.   Voluntary   Termination.   In  the  event  the  Executive
terminates the Executive's employment on the Executive's own volition (except as
provided in Section 6(f) and/or  Section  6(g)) prior to the  expiration  of the
Term of this Agreement,  including any renewals thereof,  such termination shall
constitute  a voluntary  termination  and in such event the  Executive  shall be
limited  to the same  rights and  benefits  as  provided  in  connection  with a
termination for Cause as provided in Section 6(c).

                  f. Constructive Termination of Employment. If the Executive so
elects,  a  termination  by the Company  other than for Cause shall be deemed to
have occurred upon the occurrence of one or more of the following events without
the express written consent of the Executive. In such event, the Executive shall
be entitled to all  Compensation and Benefits as set forth in Subsection 6(h) of
this Agreement:

                           (1) a  significant  change in the  nature or scope of
         the authorities, powers, functions, duties or responsibilities attached
         to Executive's position as described in Section 3; or

                           (2) Change in the Executive's  principal  office to a
         location outside of Broward County or Palm Beach County; or

                           (3) any  reduction in the  Executive's  salary or any
         change in the  method of  calculating  Executive's  Bonus  Compensation
         hereunder; or

                           (4)  a  material  breach  of  the  Agreement  by  the
         Company; or

                           (5) a material reduction of the Executive's  benefits
         under any employee benefit plan,  program or arrangement (for Executive
         individually or as part of a group) of the Company as then in effect or
         as in effect on the effective  date of the Agreement,  which  reduction
         shall  not be  effectuated  for  similarly  situated  employees  of the
         Company; or

                           (6)  failure  by a  successor  company  to assume the
         obligations under the Agreement.

Anything  herein to the  contrary  notwithstanding,  the  Executive  shall  give
written  notice to the Board of  Directors  of the  Company  that the  Executive
believes an event has occurred which would result in a Constructive  Termination
of the  Executive's  employment  under this Section 6(f),  which written  notice
shall  specify the  particular  act or acts, on the basis of which the Executive
intends to so terminate the Executive's  employment,  and the Company shall then
be given the opportunity, within fifteen (15) days of its receipt of such notice
to cure said event,  provided,  however, there shall be no time period permitted
to cure a second or subsequent  occurrence under this Section 6(f) (whether such
second  occurrence be of the same or a different  event specified in subsections
(1) through (7) above).

                  g. Termination Following a Change of Control.

                           (1) In the event  that a "Change in  Control"  of the
         Company  shall occur at any time during the Term hereof,  the Executive
         shall have the right to terminate the Executive's employment under this
         Agreement upon thirty (30) days written notice given at any time within
         one year after the  occurrence of such event,  and such  termination of
         the Executive's  employment  with the Company  pursuant to this Section
         6(g)(1), and, in any such event, such termination shall be deemed to be
         a  Termination  by the Company  other than for Cause and the  Executive
         shall be entitled  to such  Compensation  and  Benefits as set forth in
         Subsection 6(h) of this Agreement.


                           (2) For  purposes  of this  Agreement,  a "Change  in
         Control" of the Company shall mean a change in control (A) as set forth
         in Section  280G of the  Internal  Revenue Code or (B) of a nature that
         would be  required  to be reported in response to Item 1 of the current
         report on Form 8K, as in effect on the date hereof, pursuant to Section
         13 or 15(d)  of the  Securities  Exchange  Act of 1934  (the  "Exchange
         Act");  provided  that,  without  limitation,  such a change in control
         shall be deemed to have occurred at such time as:

                                    (A) any "person or group of persons",  other
                  than the Executive, (as such term is used in Section 13(d) and
                  14(d)  of the  Exchange  Act) is or  becomes  the  "beneficial
                  owner"  (as  defined in Rule 13d-3  under the  Exchange  Act),
                  directly  or   indirectly,   of   securities  of  the  Company
                  representing  thirty  percent  (30%)  or more of the  combined
                  voting  power of the  Company's  outstanding  securities  then
                  having the right to vote at elections of directors; or,

                                    (B)  there is a  failure  to elect  three or
                  more (or such  number  of  directors  as  would  constitute  a
                  majority of the Board of  Directors)  candidates  nominated by
                  management of the Company to the Board of Directors; or

                                    (C) the individuals who at the  commencement
                  date of the Agreement  constitute the Board of Directors cease
                  for any reason to  constitute  a majority  thereof  unless the
                  election, or nomination for election, of each new director was
                  approved  by a vote of at least two  thirds  of the  directors
                  then in office who were directors at the  commencement  of the
                  Agreement; or

                                    (D) the  business  of the  Company for which
                  the Executive's services are principally performed is disposed
                  of  by  the   Company   pursuant  to  a  partial  or  complete
                  liquidation of the Company,  a sale of assets (including stock
                  of a subsidiary of the Company) or otherwise.

Anything herein to the contrary  notwithstanding,  this Section 6(g)(2) will not
apply where the Executive gives the Executive's  explicit written waiver stating
that for the purposes of this Section  6(g)(2) a Change in Control  shall not be
deemed to have occurred.  The Executive's  participation  in any negotiations or
other matters in relation to a Change in Control shall in no way constitute such
a waiver  which can only be given by an explicit  written  waiver as provided in
the preceding sentence.

                           (3) In the event that,  within  twelve (12) months of
         any  Change in  Control  of the  Company  or any  "Attempted  Change in
         Control," as hereinafter defined of the Company, the Company terminates
         the employment of the Executive  under this  Agreement,  other than for
         Cause as defined in Section  6(d),  or the  Executive's  employment  is
         constructively terminated as defined in Section 6(f), then, in any such
         event,  such  termination  shall be deemed to be a  Termination  by the
         Company  other than for Cause and the  Executive  shall be  entitled to
         such  Compensation and Benefits as set forth in Subsection 6(h) of this

                  An  "Attempted  Change  in  Control"  shall be  deemed to have
occurred if any substantial attempt, accompanied by significant work efforts and
expenditures of money,  is made to accomplish a Change in Control,  as described
in subparagraphs  (A), (B), (C) or (D) above whether or not such attempt is made
with the  approval  of a majority  of the then  current  members of the Board of

                  h.  Compensation  and Benefits Upon  Termination  of Executive
Employment. In the event of any termination of Executive's employment other than
for Cause under Section  6(d),  or any  termination  of  Executive's  employment
pursuant to Section  6(f) or Section  6(g),  on the  effective  date of any such
termination, the Executive shall be entitled to receive the following:


                           (1) All life, disability,  health insurance and other
         benefits pursuant to Section 5, to which he was entitled to continue to
         receive   thirty  (30)  days  prior  to  the  Effective  Date  of  such
         termination, for a period equal to the lesser of (A) the number of full
         months the Executive has been employed by the Company, whether pursuant
         to this Agreement or to any other agreement or arrangement,  or (B) two
         (2)  years,  and  which  benefits  shall be made for  such  period  (as
         determined  herein)  following the effective date of such  termination;
         provided that in the  Executive's  sole  discretion,  the Executive may
         receive the cash equivalent of all or any part of such life, disability
         and/or health insurance  benefits from the Company in lieu of receiving
         such benefits; plus

                           (2) An  amount  equal to (3)  times  the  Executive's
         annual  Base  Salary,  based upon the greater of the  Executive's  Base
         Salary (i)  immediately  prior to the effective  date of termination or
         (ii) as of ninety (90) days prior to the effective date of termination;
         provided that all Base  Compensation  shall be payable to the Executive
         bi-weekly; provided that in the event that the Executive is entitled to
         receive the Base  Compensation  as a result of a Change in Control,  at
         the Executive's option, the Executive may receive either (i) a lump sum
         equal to the Base Compensation due to the Executive pursuant to Section
         6(g)  reduced to  present  value,  as set forth in Section  280G of the
         Internal  Revenue  Code or  (ii)  bi-weekly,  plus  any  accrued  Bonus
         multiplied  times  two,  as  computed  to the  effective  date  of such
         termination,  computed  on the basis of  actual  figures  through  such
         effective date of  termination  and based upon the formula set forth in
         Section 5(b) above.

                  The  provisions  of  this  Section  6.h  notwithstanding,  the
Compensation  and  Benefits  to be received  by the  Executive  pursuant to this
Section  6.h shall not exceed  the  amount  set forth in  Section  162(m) of the
Internal Revenue Code, or its successor provision.

         7. Covenant Not to Compete and Non-Disclosure of Information.

                  a.  Covenant Not to Compete.  The Executive  acknowledges  and
recognizes  the highly  competitive  nature of the  Company's  business  and the
goodwill,  continued patronage,  and specifically the names and addresses of the
Company's Clients (as hereinafter defined) constitute a substantial asset of the
Company  having  been  acquired  through  considerable  time,  money and effort.
Accordingly,  in consideration of the execution of this Agreement,  in the event
the  Executive's  employment is  terminated by reason of disability  pursuant to
Section 6(b) or for Cause pursuant to Section 6(c), then the Executive agrees to
the following:

                         i. That during the  Restricted  Period (as  hereinafter
         defined) and within the Restricted Area (as hereinafter  defined),  the
         Executive  will  not,  individually  or  in  conjunction  with  others,
         directly or indirectly,  engage in any Competitive  Business Activities
         (as hereinafter defined), whether as an officer, director,  proprietor,
         employer,  partner,  independent contractor,  investor (other than as a
         holder  solely  as an  investment  of less  than 1% of the  outstanding
         capital stock of a publicly traded corporation), consultant, advisor or

                           ii. That during the Restricted  Period and within the
         Restricted  Area,  the  Executive  will not,  directly  or  indirectly,
         compete with the Company by soliciting,  inducing or influencing any of
         the  Company's  Clients  which  have a business  relationship  with the
         Company at the time  during the  Restricted  Period to  discontinue  or
         reduce the extent of such relationship with the Company.

                  b.  Non-Disclosure  of Information.  In the event  Executive's
employment has been  terminated  pursuant to either Section 6(b) or Section 6(c)
hereof,  Executive agrees that, during the Restricted Period, Executive will not
use or disclose any  Proprietary  Information of the Company for the Executive's
own purposes or for the benefit of any entity  engaged in  Competitive  Business
Activities.  As used herein, the term "Proprietary Information" shall mean trade
secrets  or  confidential  proprietary  information  of the  Company  which  are
material to the conduct of the business of the Company.  No  information  can be
considered Proprietary Information unless the same is a unique process or method
material to the conduct of Company's Business,  or is a customer list or similar
list of persons engaged in business  activities with Company,  or if the same is
otherwise  in the public  domain or is required to be  disclosed by order of any
court or by reason of any statute,  law,  rule,  regulation,  ordinance or other
governmental  requirement.  Executive  further  agrees  that  in the  event  his
employment is terminated  pursuant to Sections 6(b) or 6(c) above, all Documents
in his  possession  at the  time of his  termination  shall be  returned  to the
Company at the Company's principal place of business.


                  c.  Documents.  "Documents"  shall mean all original  written,
recorded,  or  graphic  matters  whatsoever,  and any and  all  copies  thereof,
including,  but  not  limited  to:  papers;  books;  records;  tangible  things;
correspondence; communications; telex messages; memoranda; work-papers; reports;
affidavits;  statements;  summaries; analyses;  evaluations;  client records and
information;   agreements;  agendas;  advertisements;   instructions;   charges;
manuals; brochures; publications;  directories; industry lists; schedules; price
lists; client lists; statistical records;  training manuals; computer printouts;
books of account,  records and  invoices  reflecting  business  operations;  all
things similar to any of the foregoing however  denominated.  In all cases where
originals are not  available,  the term  "Documents"  shall also mean  identical
copies of original documents or non-identical copies thereof.

                  d. Company's Clients.  The "Company's Clients" shall be deemed
to  be  any  partnerships,  corporations,  professional  associations  or  other
business organizations for whom the Company has performed Business Activities.

                  e.  Restrictive  Period.  The  "Restrictive  Period"  shall be
deemed to be twelve (12) months following termination of this Agreement pursuant
to Sections 6(b) or 6(c) of this Agreement.

                  f.  Restricted  Area.  The  "Restricted  Area" shall,  if this
Agreement  has been  terminated  pursuant to Section  6(b) or 6(c),  be the area
commonly  included as part of the "Standard  Metropolitan  Statistical  Area" of
Pompano Beach, Florida.

                  g.  Competitive  Business  Activities.  The term  "Competitive
Business Activities" as used herein shall be deemed to mean the Business.

                  h. Covenants as Essential  Elements of this  Agreement.  It is
understood  by and  between  the parties  hereto  that the  foregoing  covenants
contained in Sections 7(a) and (b) are essential elements of this Agreement, and
that but for the agreement by the Executive to comply with such  covenants,  the
Company would not have agreed to enter into this  Agreement.  Such  covenants by
the  Executive  shall be construed  to be  agreements  independent  of any other
provisions  of this  Agreement.  The  existence  of any other  claim or cause of
action,  whether  predicated  on any  other  provision  in  this  Agreement,  or
otherwise,  as a result  of the  relationship  between  the  parties  shall  not
constitute a defense to the enforcement of such covenants against the Executive.

                  i. Survival After  Termination  of Agreement.  Notwithstanding
anything to the contrary contained in this Agreement,  the covenants in Sections
7(a) and (b) shall survive the termination of this Agreement and the Executive's
employment with the Company.

                  j. Remedies.

                         i.  The  Executive  acknowledges  and  agrees  that the
         Company's remedy at law for a breach or threatened breach of any of the
         provisions  of Section  7(a) or (b) herein  would be  inadequate  and a
         breach  thereof  will  cause  irreparable  harm  to  the  Company.   In
         recognition  of this fact, in the event of a breach by the Executive of
         any of the  provisions  of Section  7(a) or (b), the  Executive  agrees
         that,  in  addition  to any  remedy at law  available  to the  Company,
         including,  but not  limited  to  monetary  damages,  all rights of the
         Executive to payment or otherwise  under this Agreement and all amounts
         then or  thereafter  due to the  Executive  from the Company under this
         Agreement may be terminated and the Company,  without posting any bond,
         shall be entitled to obtain, and the Executive agrees not to oppose the
         Company's  request  for  equitable  relief  in  the  form  of  specific
         performance,   temporary  restraining  order,  temporary  or  permanent
         injunction or any other equitable remedy which may then be available to
         the Company.


                        ii. The  Executive  acknowledges  that the granting of a
         temporary   injunction,   temporary   restraining  order  or  permanent
         injunction merely prohibiting the use of Proprietary  Information would
         not be an adequate  remedy upon breach or threatened  breach of Section
         7(a) or (b) and consequently  agrees, upon proof of any such breach, to
         the granting of injunctive  relief  prohibiting any form of competition
         with the  Company.  Nothing  herein  contained  shall be  construed  as
         prohibiting  the Company from pursuing any other remedies  available to
         it for such breach or threatened breach.

         8.       Indemnification.

                  a. The Executive  shall continue to be covered by the Articles
of  Incorporation  and/or  the  Bylaws of the  Company  with  respect to matters
occurring on or prior to the date of termination of the  Executive's  employment
with the Company,  subject to all the  provisions of Florida and Federal law and
the Articles of  Incorporation  and Bylaws of the Company  then in effect.  Such
reasonable  expenses,  including  attorneys'  fees,  that may be  covered by the
Articles of  Incorporation  and/or  Bylaws of the  Company  shall be paid by the
Company on a current  basis in  accordance  with such  provision,  the Company's
Articles of Incorporation  and Florida law. To the extent that any such payments
by the Company pursuant to the Company's Articles of Incorporation and/or Bylaws
may be subject to repayment by the Executive  pursuant to the  provisions of the
Company's Articles of Incorporation or Bylaws, or pursuant to Florida or Federal
law,  such  repayment  shall be due and payable by the  Executive to the Company
within  twelve (12) months after the  termination  of all  proceedings,  if any,
which relate to such repayment and to the Company's affairs for the period prior
to the date of termination of the Executive's employment with the Company and as
to which Executive has been covered by such applicable provisions.

                  b. The Company  specifically  acknowledges and agrees that the
Executive has personally guaranteed certain obligations on behalf of the Company
and further that the Executive is personally  liable for certain  obligations of
the Company.  The Company shall  indemnify and hold the Executive  harmless from
any and all  obligations  that  the  Executive  may  incur,  including,  without
limitation,  costs and  attorneys  fees in  connection  with such  guaranties or
personal  liabilities.  Any  costs  or  expenses  that  may be  incurred  by the
Executive in connection with such  liabilities or guaranties shall be reimbursed
to the  Executive,  upon receipt by the Company of  documented  evidence of such
liabilities,  within three (3) business  days of the receipt of such  documented

         9. Withholding. Anything to the contrary notwithstanding,  all payments
required to be made by the Company hereunder to the Executive or the Executive's
estate or beneficiaries  shall be subject to the withholding of such amounts, if
any, relating to tax and other payroll  deductions as the Company may reasonably
determine it should  withhold  pursuant to any applicable law or regulation.  In
lieu of  withholding  such  amounts,  the Company may accept other  arrangements
pursuant to which it is satisfied  that such tax and other  payroll  obligations
will be satisfied in a manner complying with applicable law or regulation.

         10.  Certain Tax  Matters.  The Company  shall  indemnify  and hold the
Executive harmless from and against (i) the imposition of excise tax (the"Excise
Tax") under  Section 4999 of the Internal  Revenue Code of 1986,  as amended (or
any successor  provision  thereto,  the "Code"),  on any payment made under this
Agreement  (including  any payment made under this  paragraph) and any interest,
penalties  and additions to tax imposed in  connection  therewith,  and (ii) any
federal,  state or local income tax imposed on any payment made pursuant to this
paragraph.  The Executive shall not take the position on any tax return or other
filing that any payment made under this  Agreement is subject to the Excise Tax,
unless, in the opinion of independent tax counsel  reasonably  acceptable to the
Company,  there is no  reasonable  basis for taking the  position  that any such
payment is not subject to the Excise Tax under U.S.  tax law then in effect.  If
the Internal  Revenue  Service makes a claim that any payment or portion thereof
is subject to the Excise  Tax,  at the  Company's  election,  and the  Company's
direction  and  expense,  the  Executive  shall  contest  such claim;  provided,
however,  that the Company shall advance to the Executive the costs and expenses
of such contest,  as incurred.  For the purpose of determining the amount of any
payment under clause (ii) of the first sentence of this paragraph, the Executive
shall be deemed to pay  federal  income  taxes at the highest  marginal  rate of
federal income taxation  applicable to individuals in the calendar year in which
such  indemnity  payment is to be made and state and local  income  taxes at the
highest marginal rates of taxation applicable to individuals as are in effect in
the  jurisdiction  in which the  Executive is resident,  net of the reduction in
federal  income  taxes that is obtained  from  deduction of such state and local


         11  Notices.  Any notice  required or  permitted  to be given under the
terms of this  Agreement  shall be  sufficient if in writing and if sent postage
prepaid by registered or certified mail, return receipt requested;  by overnight
delivery;  by courier; or by confirmed telecopy, in the case of the Executive to
the  Executive's  last place of business or residence as shown on the records of
the Company,  or in the case of the Company to its principal office as set forth
in the first  paragraph  of this  Agreement,  or at such  other  place as it may

         12 Waiver.  Unless agreed in writing,  the failure of either party,  at
any time, to require performance by the other of any provisions  hereunder shall
not  affect its right  thereafter  to  enforce  the same,  nor shall a waiver by
either  party of any  breach  of any  provision  hereof be taken or held to be a
waiver of any other  preceding or succeeding  breach of any term or provision of
this  Agreement.  No extension of time for the  performance of any obligation or
act shall be deemed to be an extension of time for the  performance of any other
obligation or act hereunder.

         13 Completeness and Modification. This Agreement constitutes the entire
understanding   between   the   parties   hereto   superseding   all  prior  and
contemporaneous agreements or understandings among the parties hereto concerning
the Employment Agreement. This Agreement may be amended, modified, superseded or
canceled,  and  any of the  terms,  covenants,  representations,  warranties  or
conditions hereof may be waived,  only by a written  instrument  executed by the
parties or, in the case of a waiver, by the party to be charged.

         14  Counterparts.  This  Agreement  may be  executed  in  two  or  more
counterparts,  each of which shall be deemed an original  but all of which shall
constitute but one agreement.

         15 Binding Effect/Assignment.  This Agreement shall be binding upon the
parties hereto, their heirs, legal representatives, successors and assigns. This
Agreement  shall not be  assignable  by the Executive but shall be assignable by
the Company in connection  with the sale,  transfer or other  disposition of its
business or to any of the  Company's  affiliates  controlled  by or under common
control with the Company.

         16 Governing Law. This  Agreement  shall become valid when executed and
accepted by Company.  The parties agree that it shall be deemed made and entered
into in the State of Florida and shall be governed  and  construed  under and in
accordance with the laws of the State of Florida.  Anything in this Agreement to
the  contrary  notwithstanding,  the  Executive  shall  conduct the  Executive's
business  in a lawful  manner and  faithfully  comply  with  applicable  laws or
regulations  of the  state,  city or other  political  subdivision  in which the
Executive is located.

         17 Further  Assurances.  All parties  hereto shall  execute and deliver
such other  instruments  and do such other acts as may be necessary to carry out
the intent and purposes of this Agreement.

         18 Headings.  The headings of the sections are for convenience only and
shall not  control or affect the meaning or  construction  or limit the scope or
intent of any of the provisions of this Agreement.

         19 Survival.  Any  termination  of this Agreement  shall not,  however,
affect the  ongoing  provisions  of this  Agreement  which  shall  survive  such
termination in accordance with their terms.

         20  Severability.  The invalidity or  unenforceability,  in whole or in
part,  of any  covenant,  promise or  undertaking,  or any section,  subsection,
paragraph,  sentence,  clause,  phrase  or  word  or of any  provision  of  this
Agreement  shall not affect the  validity  or  enforceability  of the  remaining
portions thereof.

         21 Enforcement.  Should it become  necessary for any party to institute
legal  action to  enforce  the  terms  and  conditions  of this  Agreement,  the
successful  party will be awarded  reasonable  attorneys'  fees at all trial and
appellate levels, expenses and costs.


         22 Venue.  Company and  Executive  acknowledge  and agree that the U.S.
District  for  the  Southern  District  of  Florida,  or  if  such  court  lacks
jurisdiction, the 15th Judicial Circuit (or its successor) in and for Palm Beach
County,  Florida,  shall be the venue  and  exclusive  proper  forum in which to
adjudicate any case or controversy arising either, directly or indirectly, under
or in connection  with this Agreement and the parties further agree that, in the
event of litigation arising out of or in connection with this Agreement in these
courts,  they will not contest or challenge the  jurisdiction  or venue of these

         23  Construction.  This  Agreement  shall be construed  within the fair
meaning of each of its terms and not against the party drafting the document.


         IN WITNESS WHEREOF, the parties have executed this Agreement as of date
set forth in the first paragraph of this Agreement.

Witness:                                             The Company:

                                                     ONSTREAM MEDIA CORPORATION

/s/ Joanne Tepper
                                                     By: /s/ Randy Selman
                                                             Randy S. Selman

Witness:                                             The Executive

/s/ Joanne Tepper                                    By: /s/ Alan Saperstein
-----------------                                        -------------------
                                                             Alan Saperstein


Source: OneCLE Business Contracts.