DIRECTVIEW INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit_10-2.txt
<TEXT>
                                                                    EXHIBIT 10.2
                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of February
23, 2004 ("Effective Date") by and between DIRECTVIEW, INC., a Nevada
corporation (the "Company") and MICHAEL PERRY, an individual resident in the
State of New York (the "Employee").

                                    RECITALS:

         A.       The Company is engaged in the sale and resale of video
                  conferencing equipment and the provision of related consulting
                  and other services (the "Business").

         B.       The Employee has experience and expertise in the Business.

         C.       The Company desires to engage the Employee and the Employee
                  desires to be engaged by the Company, all on the terms and
                  conditions herein set forth.

         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

         1. EMPLOYMENT. Subject to Section 3 below, the Company hereby employs
Employee for a term of two years (the "Employment Term"), commencing on the
Effective Date, automatically renewable for additional annual terms unless
terminated by either party upon 60 days' written notice prior to the applicable
annual anniversary date hereof. Employee will serve as the Chief Executive
Officer of the Company, and will have the responsibility of supervising the
day-to-day operations of the Company, subject to supervision by and the
directions of the Board of Directors of the Company. The Employee may be
requested to serve as a director of the Company and/or as an officer and/or
director of the Company's subsidiaries and, if so requested, the Employee agrees
to serve as such without additional compensation. Employee hereby accepts
employment by the Company, upon the terms and conditions set forth herein.
During the term of his employment hereunder, Employee shall devote his full
time, attention, knowledge and skills faithfully, diligently and to the best of
his ability to perform his duties hereunder, and Employee shall not engage in
any venture or activity which materially interferes with Employee's performance
of his duties hereunder; provided however, that nothing contained herein shall
be construed to prevent the Employee from (a) investing in stock or other
securities of any public or private enterprise provided that such investment
does not require active participation by the Employee and such enterprise does
not engage in any activity competitive with the business now or hereafter
conducted by the Company, or (b) attending to such charitable and/or civic
activities as are deemed appropriate by Employee provided that such activities
shall not detract from Employee's duties and obligations under this Agreement.

         Employee shall be available to perform his services to the Company at
its South Florida headquarters for up to 10 business days per calendar month
during the Employment Term and, subject to such requirement, Employee shall
otherwise be permitted to perform his services from such other locations as may
be determined by the Employee. Except while performing services at the Company's
headquarters, as aforesaid, the Company shall have no

                                        1
<PAGE>

obligation to lease or otherwise provide office facilities for use by the
Employee in performing his services hereunder.

         2. COMPENSATION. During the Employment Term, the Company shall pay
Employee the compensation and other amounts set forth below.

                  2.1. SALARY. The Company shall pay Employee an initial annual
base salary ("Salary") at the rate of $63,000, payable in conformity with the
Company's payroll policies in effect from time-to-time. The Employee's Salary
may be increased in the discretion of the Board of Directors of the Company.

                  2.2. BONUS. The Employee may earn bonuses to the extent
provided on Schedule A hereto.

                  2.3 COMMISSIONS. During the first year of the Employment Term,
Employee shall also receive (a) a commission equal to 50% of the Company's
"gross margins" on sales revenue sourced by Employee and (b) an override equal
to 4% of such gross margins on the Company's revenues not included in the
computation of commissions under subsection (a) of this Section 2.3. For
purposes hereof, "gross margins" shall mean total revenue less any external cost
of goods, labor, services or internal inventory. Commissions payable by the
Company shall be computed by the Company's regularly engaged accountants, whose
determination shall be binding on the parties. Commissions due hereunder shall
become payable within 15 days following the Company's receipt of final payment
from the applicable customer.

                  2.4 COMMON STOCK. In consideration for his services hereunder,
Employee shall also be entitled to receive up to 3,000,000 shares of the
Company's common stock, as follows:

         NUMBER OF SHARES                      DATE OF ISSUANCE
         ----------------                      ----------------

              500,000                   Upon execution of this Agreement
              500,000                   Six months from the date hereof
            1,000,000                   One year from the date hereof
              500,000                   18 months from the date hereof
              500,000                   Two years from the date hereof

Notwithstanding the foregoing, Employee must continue to be employed by the
Company on the date of issuance set forth above in order to be entitled to
receive the number of shares set forth. Employee acknowledges that the Shares
have not and will not be registered under the Securities Act of 1933, as
amended, and that the Shares may not be transferred, sold, pledged, assigned or
otherwise disposed of absent registration under such Act or the availability of
an applicable exemption therefrom.

                  2.5 BENEFITS. Employee shall be entitled to receive: (a) a
health insurance allowance of $439.50 per month; (b) two weeks' paid vacation
during each calendar year (which shall not accrue from year to year and shall be
scheduled so as not to disrupt the Company's business operations); (c) a monthly
expense allowance of $1,000 against expense receipts submitted by Employee; and
(d) reimbursement for such other reasonable and necessary out-of-

                                        2
<PAGE>

pocket expenses incurred in the performance of his duties hereunder; provided
such expenses are approved in advance by the Board of Directors.

         3. TERMINATION.

                  3.1. The Employee's employment and the Company's obligation to
compensate Employee pursuant to this Agreement shall be terminated upon the
first to occur of the following events:


                           (a) The death of Employee.

                           (b) The Complete Disability of Employee. "Complete
Disability" as used herein shall mean the inability of Employee, due to illness,
accident, or any other physical or mental incapacity, to perform the services
contemplated by this Agreement for 30 consecutive days or an aggregate of 45
days within any period of 12 consecutive months during the Employment Term.

                           (c) The discharge of Employee by the Company for
Cause. "Cause" as used herein shall mean:

                                    (i) Employee's illegal drug use or alcohol
abuse by Employee;

                                    (ii) improper or personal use of the
Company's property or assets;

                                    (iii) acts of fraud, dishonesty,
malfeasance, criminal activity, wrongful conduct, breach of fiduciary duty by
Employee against the Company or its affiliates;

                                    (iv) Employee's willful failure or refusal
to comply with the provisions of this Agreement, or failure to perform
Employee's duties and obligations under this Agreement in any material respect
following written notice of such failure or refusal and Employee's failure to
cure same within 10 days following Employee's receipt of such notice;

                                    (v) in the event that the Company fails to
generate total revenues of at least $1.2 million for the fiscal year ending
December 31, 2004; and/or

                                    (vi) in the event that the Company fails to
generate total revenues of at least $1.7 million for the fiscal year ending
December 31, 2005.

         4. RELATED PARTY TRANSACTIONS. So long as Employee is employed by the
Company, he shall not, without the prior written consent of the Board of
Directors, cause or permit the Company, or any subsidiary to enter into or
effect any agreement or transaction, or provide or receive any service, between
the Company or any subsidiary on the one hand, and Employee or a Related Party
(defined below), on the other hand, except for the employment relationship
contemplated hereby. In any event, any such agreements, transactions or services
shall be at prices and terms which are equal to the prices and terms available
for similar agreements, transactions or services with unrelated third parties.
As used herein, "Related Party" means (a) any person related by blood, adoption,
or marriage to Employee, (b) any director or officer of the

                                        3
<PAGE>

Company or any of its subsidiaries, (c) any corporation or other entity in which
Employee has, directly or indirectly, at least 5% beneficial interest in the
capital stock or other type of equity interest in such corporation or other
entity, or (d) any partnership in which Employee is a general partner or a
limited partner having a 5% or more interest therein.

         5. TREATMENT AND OWNERSHIP OF CONFIDENTIAL INFORMATION.

                  5.1 CONFIDENTIALITY. The parties hereto acknowledge that
Employee shall or may be provided access to, make use of, acquire and/or add to
Confidential Information (as that term is defined in Section 5.2 below).
Employee covenants and agrees that during the Employment Term and at all times
thereafter he shall not, except with the prior written consent of the Company,
or except if he is acting during the Employment Period solely for the benefit of
the Company or any of the affiliates, at any time, directly or indirectly,
disclose, divulge, report, transfer or use, for any purposes whatsoever, any
such Confidential Information, including Confidential Information obtained,
used, acquired or added by, or disclosed to, Employee prior to the date of this
Agreement. Employee further acknowledges that the Confidential Information
constitutes valuable, special and unique assets of the Company.

                  5.2 CONFIDENTIAL INFORMATION DEFINED. For purposes of this
Agreement, the term "Confidential Information" shall mean all of the following
materials and information which Employee receives, conceives or develops or has
received, conceived or developed, in whole or in part, in connection with
Employee's affiliation with the Company:

                           (a) The contents of any manuals or other written
materials of the Company or any of its affiliates;

                           (b) The names of actual or prospective clients,
customers, suppliers, or persons, firms, lenders, or persons, firms,
corporations, or other entities with whom Employee may have or has had contact
on behalf of the Company or any of its affiliates or to whom any other employee
of the Company or any of its affiliates has provided goods or services at any
time;

                           (c) The terms of agreements between the Company or
any of its affiliates, and any third parties;

                           (d) The contents of actual or prospective customer or
client records, which customer and client lists and records shall not only mean
one or more of the names and addresses of the customers of the Company or any of
its affiliates, but shall also encompass any and all information whatsoever
regarding them;

                           (e) Any data or database, or other information
compiled by the Company or any of its affiliates, including, but without
limitation, information concerning the Company or any of its affiliates, or any
business in which the Company or any of its affiliates is engaged or
contemplates becoming engaged, any company which the Company or any of its
affiliates engages in business, any customer, prospective customer, or other
person, firm or corporation to whom or which the Company or any of its
affiliates has provided goods or services or to whom or which any employee of
the Company or any of its affiliates has provided

                                        4
<PAGE>

goods or services on behalf of the Company or any of its affiliates, or any
compilation, analysis, evaluation or report concerning or deriving from any data
or database, or any other information;

                           (f) All policies, procedures, strategies and
techniques regarding training, marketing and sales, either oral or written, and
assorted lists containing information pertaining to lenders, customers and/or
prospective customers; and

                           (g) Any other information, data, training methods,
formulae, technology, business methods, know-how, show-how, source code, subject
code, copyright, trademarks, patents or knowledge of a confidential or
proprietary nature observed, received, conceived or developed by Employee in
connection with Employee's affiliation with the Company.

                  5.3 EXCLUSIONS. Excluded from the Confidential Information and
therefore not subject to the provisions of this Agreement shall be any
information which (a) is or becomes generally available to the public through no
breach or fault of Employee; provided that this exception shall apply only from
and after the date the information became generally available to the public, and
(b) Employee can establish by Employee's written records was in Employee's
possession at the time of disclosure and was not previously acquired directly or
indirectly from the Company, provided that this exception shall apply only from
and after the date that the information is disclosed to Employee by a third
party or was in Employee's possession. Specific Confidential Information shall
not be deemed to be within the foregoing exceptions merely because it is
embraced by, or contained or referenced in, more general information in the
public domain. Additionally, any combination of features shall not be deemed to
be within the foregoing exceptions merely because individual features are in the
public domain. If Employee intends to avail himself of any of the foregoing
exceptions, Employee shall notify the Company in writing of his intention to do
so and the basis for claiming the exception.

                  5.4 OWNERSHIP. Employee covenants and agrees that all right,
title and interest in any Confidential Information shall be and shall remain the
exclusive property of the Company and its affiliates, as the case may be.
Employee agrees to promptly disclose to the Company all Confidential Information
hereafter developed in whole or in part by Employee within the scope of this
Agreement and to assign to the Company or any of the affiliates, as the Company
determines in its sole discretion, any right, title or interest Employee may
have in such Confidential Information.

         6. INVENTIONS.

                  6.1 Employee agrees to promptly inform and to disclose to the
Company, in writing, all inventions, concepts, developments, procedures, ideas,
innovations, systems, programs, techniques, processes, information, discoveries,
improvements and modifications and related documentations, other works of
authorship and the like (collectively the "Inventions"), which, during the
course of Employee's employment with the Company, Employee has created, made,
conceived, written either alone or with others, while in the Company's employ,
or while performing services for the Company or its affiliates, whether or not
during working hours, and at all times thereafter, whether or not such
Inventions are patentable, subject to copyright protection or susceptible to any
other form of protection which (a) related to the actual business

                                        5
<PAGE>

or research of development of the Company or its affiliates; or (b) was
suggested by or resulted from any task assigned or to be assigned to Employee or
performed by Employee for or on behalf of the Company or any of its affiliates.
In the case of any "other works of authorship", such assignment shall be limited
to those works of authorship meeting both conditions (a) and (b) above. Employee
further acknowledges and agrees that all copyright and any other intellectual
property right in Inventions and related documentation, and other works of
authorship, created within the scope of Employee's employment, are "works for
hire" and are the property of the Company or its affiliates, as the case may be.

                  6.2 In connection with any of the Inventions assigned by
Section 6.1, Employee shall, on the Company's request, promptly execute a
specific assignment of title to the Company or its designee, and do anything
else reasonably necessary to enable the Company or such designee to secure a
patent, copyright or other form of protection therefor in the United States and
in other countries.

                  6.3 Employee further acknowledges and agrees that the Company
and its affiliates, licensees, successors or assigns (direct or indirect) are
not required to designate Employee as an author of any Invention which is
subject to Section 6.1, when it is distributed, publicly or otherwise, or to
secure my permission to change or otherwise alter its integrity. Employee hereby
waives and releases, to the extent permitted by law, all rights in and to such
designation and any rights that Employee may have concerning modifications of
such Inventions.

                  6.4 Employee understands that any rights, waivers, releases
and assignments herein granted and made by Employee are freely assignable by the
Company and are for the benefit of the Company and its affiliates, licensees,
successors and assigns.

                  6.5 Employee affirms that Employee has not disclosed and will
not disclose to anyone outside of the Company and its affiliates, or has used,
or will use, any Confidential Information or material received in confidence
from third parties, such as customers, by the Company or any of its affiliates,
other than as permitted by a written agreement between the Company and the third
party.

                  6.6 Employee irrevocably appoints any Company-selected
designee to act as his agent and attorney-in-fact to perform all acts necessary
to obtain patents and/or copyrights as required by this Agreement if Employee
(a) refuses to perform those acts or (b) is unavailable, within the meaning of
the United States Patent and Copyright Laws. It is expressly intended by
Employee that the foregoing power of attorney is coupled with an interest.

                  6.7 Employee shall keep complete, accurate and authentic
information and records on all Inventions in the manner and form reasonably
requested by the Company. Such information and records, and all copies thereof,
shall be the property of the Company as to any Inventions within the meaning of
this Agreement. In addition, Employee agrees to promptly surrender all such
original and copies of such information and records at the request of the
Company.

                                        6
<PAGE>

         7. RESTRICTIVE COVENANTS.

                  7.1 ACKNOWLEDGMENTS. Employee agrees and acknowledges that in
order to protect the value of the Company and its business, it is necessary and
appropriate that Employee undertake not to utilize the special knowledge about
the business of the Company that Employee has acquired or may acquire and the
relationships with the Company's customers, suppliers and employees to compete
with the Company. Employee further acknowledges that:

                           (a) Employee is one of a limited number of persons
who will operate and develop the Business of the Company;

                           (b) Employee will occupy a position of trust and
confidence with the Company during the course of Employee's employment under
this Agreement and Employee has and will continue to become familiar with the
proprietary and Confidential Information of the Company and its affiliates;

                           (c) The Company offers its products and services
world-wide;

                           (d) The agreements and covenants contained in this
Section 7 are essential to protect the Company and the goodwill of its business
and are an express condition precedent to the willingness of the Company to sign
this Agreement;

                           (e) The Company would be irreparably damaged if
Employee were to provide services to any person or entity in violation of the
provisions of this Agreement;

                           (f) The scope and duration of the provisions of this
Section 7, and the provisions of Sections 5 and 6, are reasonably designed to
protect a valuable interest of the Company and are not excessive in light of the
circumstances; and

                           (g) Employee has a means to support Employee and
Employee's dependents, if any, other than engaging in the activities prohibited
by this Section 7.

                  7.2 NON-COMPETE. Employee hereby agrees that during the term
of Employee's employment by the Company and for a period of 18 months following
termination of this Agreement (the "Non-Compete Period"), except on behalf of
the Company in accordance with this Agreement, Employee shall not, directly or
indirectly, as employee, agent, consultant, stockholder, director, partner or in
any other individual or representative capacity, own, operate, manage, control,
engage in, invest in or participate in any manner in, act as a consultant or
advisor to, render services for (alone or in association with any person, firm,
corporation or entity), or otherwise assist any person or entity that engages in
or owns, invests in, operates, manages or controls any venture or enterprise
that directly or indirectly engages or proposes to engage in the business now or
hereafter conducted by the Company anywhere within the United States (the
"Territory").

                  7.3 NON-SOLICITATION. Without limiting the generality of the
provisions of Section 7.2 above, Employee hereby agrees that for a period
commencing on the date of this Agreement and ending upon expiration of the

                                        7
<PAGE>

Non-Compete Period, except on behalf of the Company in accordance with this
Agreement, Employee will not, directly or indirectly, as employee, agent,
consultant, principal or otherwise, (a) solicit any business from or in any way
transact or seek to transact any business with or otherwise seek to influence or
alter the relationship between the Company or any of its affiliates with any
person or entity to whom the Company or any of its affiliates provided
business-related services (i) at any time during the one year period preceding
the Termination Date or (ii) if there has been no Termination Date, at any time
during the Employment Period or (b) solicit for employment or other services or
otherwise seek to influence or alter the relationship between the Company or any
of its affiliates, of any person who is or was an employee of the Company or any
of its affiliates (y) at any time during the one (1) year period preceding the
Termination Date or (z) if there has been no Termination Date, at any time
during the Employment Period.

                  7.4 BLUE-PENCIL. If any court of competent jurisdiction shall
at any time deem the term of this Agreement or any particular Non-Compete Period
too lengthy or the Territory too extensive, the other provisions of this Section
7 shall nevertheless stand, the Non-Compete Period shall be reduced to be the
longest period permissible by law under the circumstances and the Territory
shall be comprised of the largest territory permissible by law under the
circumstances. The court in each case shall reduce the Non-Compete Period and/or
Territory to one of permissible duration or size.

         8. REMEDIES. Employee acknowledges and agrees that the covenants set
forth in Section 5, 6 and 7 of this Agreement are reasonable and necessary for
the protection of the business interests of the Company and its affiliates, that
irreparable injury will result to the Company if Employee breaches any of the
terms of Sections 5, 6 or 7, and that in the event of Employee's actual or
threatened breach of any provisions of Section 5, 6 or 7, the Company and its
affiliates will have no adequate remedy at law. Employee accordingly agrees that
in the event of any actual or threatened breach by Employee of any of the
provisions of Section 5, 6 or 7, the Company and its affiliates shall be
entitled to seek injunctive relief, specific performance and other equitable
relief from any court of competent jurisdiction, without bond and without the
necessity of showing actual monetary damages, subject to hearing as soon
thereafter as possible. Nothing contained herein shall be construed as
prohibiting the Company and its affiliates from pursuing any other remedies
available to them for such breach or threatened breach, including but not
limited to the recovery of damages.

         9. REPRESENTATIONS AND WARRANTIES OF EMPLOYEE.

                  9.1 Employee represents and warrants to the Company that:

                           (a) He is not and has not been subject to any
litigation or any regulatory or administrative proceeding that could reasonably
have an adverse impact on the ability of Employee to render services under this
Agreement;

                           (b) He is free of known physical and mental
disabilities that would, with or without reasonable accommodations create an
undue hardship for the Company or any of its affiliates, impair his performance
hereunder and he is fully empowered to enter and perform his obligations under
this Agreement;

                                        8
<PAGE>

                           (c) He is under no restrictive covenants to any
person or entity that will be violated by his entering into and performing this
Agreement; and

                           (d) He is not the subject of any event described in
Item 401(d)(1) through (4) of Regulation S-B [or Item 401(f) of Regulation S-K,
if then applicable to the Company], promulgated by the United States Securities
and Exchange Commission.

                  9.2 Employee shall indemnify the Company on demand for and
against any and all judgments, losses, claims, damages, expenses and costs
(including without limitation all legal fees and costs, even if incident to
appeals) incurred or suffered by the Company as a result of any breach by
Employee of any of these representations and warranties.

         10. SUCCESSORS. This Agreement is personal to Employee and may not be
assigned by Employee. This Agreement is not assignable by the Company except in
connection with the sale of all or substantially all of the Company's assets or
stock or upon a merger or any similar transaction. Subject to the foregoing,
this Agreement shall inure to the benefit of and be binding upon the Company and
its successors and assigns.

         11. MISCELLANEOUS.

                  11.1 MODIFICATION AND WAIVER. Any term or condition of this
Agreement may be waived at any time by the party hereto that is entitled to the
benefit thereof; provided, however, that any such waiver shall be in writing and
signed by the waiving party, and no such waiver of any breach or default
hereunder is to be implied from the omission of the other party to take any
action on account thereof. A waiver on one occasion shall not be deemed to be a
waiver of the same or of any other breach on a future occasion. This Agreement
may be modified or amended only by a writing signed by both parties hereto.

                  11.2 GOVERNING LAW; VENUE. This Agreement shall be construed
in accordance with, and all actions arising under or in connection therewith
shall be governed by, the internal laws of the State of Florida without regard
to the conflicts of laws provisions thereof. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in
the County of Broward or Palm Beach, State of Florida, for the adjudication of
any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such
suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof to such party at the
address for such notices to it, and in the manner provided, under Section 11.8
of this agreement, and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by law. If any provision of this agreement shall be invalid or unenforceable in
any jurisdiction, such invalidity or unenforceability shall not affect the
validity or enforceability of the remainder of this agreement in that
jurisdiction or the validity or enforceability of any provision of this
agreement in any other jurisdiction.

                                        9
<PAGE>

                  11.3 TAX WITHHOLDING. The Company may withhold from any
amounts payable under this Agreement such taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

                  11.4 SECTION CAPTIONS. Section and other captions contained in
this Agreement are for reference purposes only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of this
Agreement or any provision hereof.

                  11.5 SEVERABILITY. Every provision of this Agreement is
intended to be severable. If any term or provision hereof is illegal or invalid
for any reason whatsoever, such illegality or invalidity shall not affect the
validity of the remainder of this Agreement.

                  11.6 INTEGRATED AGREEMENT. This Agreement constitutes the
entire understanding and agreement among the parties hereto with respect to the
subject matter hereof, and supersedes any other employment agreements executed
before the date hereof. There are no agreements, understandings, restrictions,
representations, or warranties among the parties other than those set forth
herein or herein provided for.

                  11.7 INTERPRETATION. No provision of this Agreement is to be
interpreted for or against any party because that party or that party's legal
representative drafted such provision. For purposes of this Agreement, "herein,"
"hereby," "hereunder," "herewith," "hereafter," and "hereinafter" refer to this
Agreement in its entirety, and not to any particular section or subsection. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, and all of which shall constitute one and the same
instrument.

                  11.8 NOTICES. All notices, requests, demands, or other
communications required or permitted hereunder delivered by (a) depositing the
notice in the mail, using registered mail, return receipt requested, addressed
to the address set forth below or to any other address as the party may
designate by providing notice, (b) facsimile transmission by using the facsimile
number set forth below or any other facsimile number as the party may designate
by providing notice, (c) overnight delivery service addressed to the address set
forth below or to any other address as the party may designate by providing
notice, or (d) hand delivery to the individual designated below or to any other
individual as the party may designate by providing notice. The notice will be
deemed delivered (i) if by registered mail, four (4) days after the notice's
deposit in the mail, (ii) if by telecopy, on the date the notice is transmitted,
provided that electronic confirmation of transmission is retained by the
transmitting party, (iii) if by overnight delivery service, on the day of
delivery, and (iv) if by hand delivery, on the date of hand delivery. The
addresses for such communications shall be as follows:

                  If to Employee:       Michael Perry
                                        P. O. Box 931
                                        Harriman, NY 10926
                                        Fax No.: ___________

                  If to the Company:    7700 West Camino Real, Suite 200
                                        Boca Raton, FL 33433
                                        Attn: Michele Ralston, Chariman/Director
                                        Fax No.: 561-988-5552

                                       10
<PAGE>

Any party may change the address to which notices, requests, demands or other
communications to such party shall be delivered or mailed by giving notice
thereof to the other parties hereto in the manner provided herein. Any notice
may be given on behalf of a party by its counsel.

                  11.9 COUNSEL. EMPLOYEE HAS BEEN ADVISED TO SEEK THE
REPRESENTATION OF COUNSEL OF HIS OWN CHOOSING IN CONNECTION WITH THIS AGREEMENT.
EMPLOYEE HAS HAD SUFFICIENT OPPORTUNITY TO REVIEW THIS AGREEMENT WITH SUCH
COUNSEL AND/OR TO HAVE THIS AGREEMENT REVIEWED BY SUCH COUNSEL, AND HAS AVAILED
HIMSELF OF THAT OPPORTUNITY TO THE EXTENT HE DEEMED APPROPRIATE.

                  11.10 NO JURY TRIAL. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY PROCEEDING BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT AND ANY DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE PARTIES' ACCEPTANCE OF THIS AGREEMENT.



                                       11
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.

                                        COMPANY:

                                        DIRECTVIEW, INC.

                                        By: /s/ Michele Ralston
                                            -------------------
                                            Michele Ralston
                                            Chairman/Director


                                        EMPLOYEE:

                                        /s/ Michael Perry
                                        -----------------
                                        Michael Perry



                                       12

</TEXT>
</DOCUMENT>
