GLOBAL SOURCES LTD
EMPLOYEMENT AGREEMENT FOR RAYMOND SCHWARTZ
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>EMPLOYEMENT AGREEMENT FOR RAYMOND SCHWARTZ
<TEXT>


                              EMPLOYMENT AGREEMENT

                  THIS EMPLOYMENT AGREEMENT  ("Agreement") is made as of the 1st
day of  February,  2000,  by and  between  GLOBAL  SOURCES  LIMITED,  a Delaware
corporation  with an office  for the  conduct  of its  business  at 342  Madison
Avenue,  Suite  1500,  New York,  New York 10173 (the  "Company"),  and  RAYMOND
SCHWARTZ,  an individual  residing at 82 Leonardo Court, West Orange, New Jersey
07052 (the "Executive").

                  WHEREAS,  the Company  desires to employ the  Executive as the
Executive  Vice  President  of  M&S  CORPORATE  HOLDINGS,  INC.,  a  New  Jersey
corporation d/b/a THE PARTNERSHIP GROUP (hereinafter,  "GROUP"), acquired by the
Company on the date hereof,  and as a Vice  President  of the  Company,  and the
Executive desires to be employed by GROUP and the Company in such capacity; and

                  WHEREAS,  the parties hereto desire to enter into an agreement
of  employment  mutually  beneficial  to said  parties,  and for the  purpose of
defining the rights, duties and obligations of each of the parties hereto;

                  NOW,  THEREFORE,  for good  and  valuable  consideration,  the
sufficiency  and  receipt of which is hereby  acknowledged,  the Company and the
Executive agree as follows:

         1.  Employment.  Upon the terms and subject to the  conditions  of this
Agreement,  the Company  hereby  employs the Executive and the Executive  hereby
accepts  employment by the Company on the terms and conditions  hereinafter  set
forth.

         2. Term.  Subject to the provisions of Section 10.8 of this  Agreement,
Executive's employment shall be for a period of fifty six (56) months commencing
as of the date hereof and terminating on September 30, 2004.

         3. Executive's Position Duties and Authority.

            3.1  Position.  The  Company  shall  employ the  Executive,  and the
Executive  shall  serve as the  Executive  Vice  President  of GROUP  and a Vice
President of the Company.

            3.2  Description.  The  Executive  shall  perform  such  duties  and
responsibilities  on a full time basis as shall be  reasonably  assigned  to the
Executive by the Chairman and Chief Executive  Officer and/or  President  and/or
Executive Vice President and Chief Operating  Officer of the Company,  and which
are customarily incident to the day-to-day management and operation of GROUP and
the Company or the offices of Executive  Vice  President  and a  Vice-President,
respectively,  including,  but not limited to performing various  administrative
duties as shall be reasonably assigned to the Executive.

            3.3  Authority.  At all times during the Term.  the Executive  shall
report directly to the Chairman and Chief Executive  Officer of the Company,  or
to such other senior  executive as the Chairman and Chief  Executive  Officer of
the Company may designate.

<PAGE>

         4. Full-Time Services.

            4.1 General.  The Executive  shall devote  substantially  all of his
business  time,  labor,  skill and  energy to the  business  and  affairs of the
Company  and to the duties and  responsibilities  referred  to in Section 3.2 of
this  Agreement,  but shall be  permitted  to provide  the  incidental  services
described in Section 13.7 hereof so long as, and in such manner that they do not
interfere with the full and faithful performance of Executive's responsibilities
to the Company and GROUP.

            4.2 Opportunities;  Investments.  The Executive covenants and agrees
that, during the Term, he shall inform the Company of each business  opportunity
related to the business of the Company or any of the Company's  subsidiaries  or
affiliates  of  which  he  becomes  aware  and  that he will  not,  directly  or
indirectly, exploit any such opportunity for his own account. nor will he render
any  services to any other  person or  business,  or acquire any interest of any
type in any other  business,  that  competes with any business of the Company or
any of the Company's subsidiaries or affiliates.

         5. Location of Employment.  Unless the Executive  consents otherwise in
writing,  the principal  location for the  performance  of his duties  hereunder
shall be at the Company's offices in New York City or in Roseland, New Jersey.

         6. Base Salary/Bonuses.

            6.1 Base Salary.  The Company  shall,  commencing on the date hereof
and during the continuance of the Executive's  employment hereunder,  pay to the
Executive, and the Executive agrees to accept, in consideration of his services,
a salary (the "Base  Salary") (i) from the Effective  Date through the remainder
of the contract.  at a rate of NINE THOUSAND AND NO/100THS  DOLLARS  ($9,000.00)
per month.  All Base Salary shall be payable in  accordance  with the  Company's
normal payroll  practices,  so long as the Executive's  employment  continues as
provided by this Agreement.

            6.2 Bonuses. During the Term of this Agreement,  the Executive shall
be  eligible  to receive  the  following  bonus  payments  (each a "Bonus,"  and
collectively, the "Bonuses"):

                  (a) An annual (calendar year) bonus, payable at the discretion
of the Board of Directors,  of no less than seven and one-half percent (7.5%) of
the increase, if any, in pre-tax of GROUP; and

                  (b) A bonus  equal to 3 percent of the  purchase  price of any
acquisition of another human resource  company made by the Company or one of its
affiliates  that was originated or introduced by the  Executive,  payable at the
time of the  closing  of the  acquisition.  The said bonus is payable in cash or
stock in the same proportion as the  consideration  given for the acquisition on
which it is based.

                  (c) Calculation of pre-tax profits shall be made in good faith
by the Company's Chief Financial Officer consistent with the Company's usual and
customary practice.


                                      -2-
<PAGE>

         7.  Stock  Options.  Commencing  with the Term of this  Agreement,  the
Executive shall be eligible to receive the following options (collectively,  the
"Stock  Options") to purchase  shares of the Company's  Common Stock as provided
below:

         Stock  Options.  to be issued on the date (the "Market  Date") that the
         Company's Form S-4  (registering  all of the Company's then outstanding
         Common  Stock and stock  under  options)  or Form S-8  registering  the
         Company's  proposed stock option plan and options issued  thereunder is
         deemed effective by the Securities and Exchange Commission (the "SEC"),
         to acquire  25,000  shares,  as adjusted  for any stock  splits,  stock
         dividends or similar  events  occurring  after the date hereof,  of the
         Common  Stock of the  Company,  at a price equal to the market value of
         the  Company's  Common  Stock as of twenty  (20) days  after the Market
         Date.

The  Stock  Options  shall  fully  vest on the  date of  their  issuance  to the
Executive.  shall not be transferable  except upon the optionee's death,  shall.
unless terminated,  be exercisable for 10 years from the date of issuance. shall
be subject to early termination upon cessation of employment with the Company as
set forth in greater  detail in  Exhibit A hereto,  and shall be subject to such
other terms and conditions  applicable to stock options of the Company  pursuant
to the Company's stock option plan.

         8.  Expenses;  Vacation.  The Company shall  reimburse the Executive in
accordance with the Company's regular procedures in effect from time to time and
in form  suitable to establish  the validity of such  expenses for tax purposes.
all ordinary,  reasonable and necessary travel, entertainment and other business
expenses as shall be incurred by him in the performance of his duties hereunder.
During the Term of this  Agreement,  the  Executive  shall be entitled to twenty
(20) days vacation annually with pay.

         9.  Benefits.  During the Term,  the  Executive  shall be  eligible  to
participate in any pension or profit-sharing  plan or program of the Company now
existing or hereafter  established,  on terms no less  favorable than those made
available to other senior executives of the Company. Upon meeting all applicable
eligibility requirements,  the Executive shall be entitled to receive such other
benefits or rights as may be provided under any employment benefit plan provided
by  the  Company  that  is  now  or  hereafter  will  be  reflected,   including
participation in life, medical, disability and dental insurance plans.

         10. Termination.

            10.1 Notwithstanding the provisions of Sections 1 and 2 hereof, this
Agreement may be terminated prior to the expiration of the Term by the President
and Chief  Executive  Officer of the Company upon the  occurrence  of any of the
following events: Upon the death of the Executive;

                  10.1.1 Upon the death of the Executive;

                  10.1.2.  Upon the  inability  of the  Executive to perform his
duties in any material  respects on account of illness or other  incapacity  for
the  longer of (i) three (3) months in any  period of 12  consecutive  months or
(ii) any longer period prescribed by any applicable law;

                                      -3-
<PAGE>

                  10.1.3. For Cause. which shall be defined as:

                         (a) the  Executive is  convicted  of a felony  criminal
offense, or of a criminal offense involving any act or acts of moral turpitude;

                         (b)  The  Executive  is  found  guilty  of  any  act of
dishonesty,   fraud  or  theft  from  the  Company,  or  any  of  the  Company's
subsidiaries or affiliates;

                         (c)  In  the   event  of  gross   negligence,   willful
malfeasance,  or gross or willful material  misconduct in the performance of his
duties hereunder; or

                         (d) Upon the  failure or refusal  by the  Executive  to
perform  according to or to comply with the  reasonable  policies and directions
established by the Company after written notice of such  non-compliance  stating
what is required of the Executive to cure such  non-compliance  and a reasonable
opportunity  to cure  such  non-compliance  within  ten  (10)  business  days of
delivery of such notice.

         11. Noncompetition.

            11.1 The  Executive  shall be prohibited  from  disclosing to anyone
(except to the extent  reasonably  necessary to perform the  Executive's  duties
hereunder) any  confidential  information  concerning the business or affairs of
the Company or the Company's  subsidiaries or affiliates which the Executive may
have  acquired  in the  course of and as  incident  to his  employment  or prior
dealings  with  the  Company  or  the  Company's   subsidiaries  or  affiliates,
including,  without  limitation,  client lists,  business or trade  secrets,  or
methods or  techniques  used by the  Company or the  Company's  subsidiaries  or
affiliates in or about its business.  The  obligation  in this  subsection  11.1
survives the expiration or earlier termination of this Agreement.

            11.2  During the Term of this  Agreement  and for a period of twenty
four (24)  months  after the  expiration  or  earlier  termination  hereof.  the
Executive will not:

                  (a)  compete  with the  Company for  business  with  customers
and/or  clients that are or have been clients or customers of the Company or its
subsidiaries  within the four (4) months preceding the date the Executive leaves
the Company; or

                  (b)  influence  or attempt to  influence  any  employee of the
Company or the  Company's  subsidiaries  or  affiliates  to terminate his or her
employment with the Company or the Company's subsidiaries or affiliates.

The  obligation  in this  subsection  11.2  survives the  expiration  or earlier
termination of this Agreement. In the event that the restrictive period provided
in this  Section  11.2 is  determined  to be too long by any court or other body
having  jurisdiction  over any dispute between the parties over such issue whose
decision is binding on the parties hereto,  this Section 11.2 shall be valid and
enforceable for the period determined to be so enforceable.

         12. Notices. Any notice, direction or instruction required or permitted
to be given  hereunder  shall be given  in  writing  and may be given by  telex,
telegram,  facsimile

                                      -4-
<PAGE>

transmission or similar method if confirmed by mail as herein provided;  by mail
if sent postage prepaid by registered mail. return receipt requested; or by hand
delivery  to any party at the address of the party set forth  below.  If notice,
direction or instruction is given by telex,  telegram or facsimile  transmission
or similar method or by hand delivery,  it shall be deemed to have been given or
made on the day on which it was given,  and if  mailed,  shall be deemed to have
been given or made on the third  business day  following  the day after which it
was mailed.  Any party may, from time to time, by like notice give notice of any
change of address and in such  event,  the address of such party shall be deemed
to be changed accordingly.

         (a)      If to the Company:

                  Global Sources Limited
                  342 Madison Avenue
                  New York, New York 10173
                  Attention:  John Mazzuto

                  With a copy to:

                  Frank DiPrima, Esq.
                  Global Sources Limited
                  1055 Parsippany Boulevard
                  Parsippany, New Jersey 07054

                  and to

                  Robert Schneider, Esq.
                  Graham & James LLP
                  885 Third Ave, 21st Floor
                  New York, New York 10022

         (b)      If to the Executive:

                  Raymond Schwatz
                  M&S Corporate Holdings, Inc.
                  7 Becker Farm Road
                  Roseland, New Jersey 07068

                  With a copy to:

                  Joseph Vena, Esq.
                  Mandelbaum, Salsburg, Gold, Lazris, Discenza & Steinberg, P.C.
                  155 Prospect Avenue
                  West Orange, New Jersey 07052

                                      -5-
<PAGE>

         13. General.

            13.1  Governing  Law.  This  Agreement  shall  be  governed  by  and
construed and enforced in accordance  with the internal laws of the State of New
York,  regardless  of the laws that  might  otherwise  govern  under  applicable
principles of conflicts of laws

            13.2  Entire  Agreement.   This  Agreement  sets  forth  the  entire
agreement  and  understanding  of the parties  relating  to the  subject  matter
hereof,  and supersedes all prior agreements,  arrangements and  understandings,
written or oral, between or among the parties,  except as specifically  provided
herein.

            13.3  Successors and Assigns.  This  Agreement,  and the Executive's
rights and obligations hereunder.  may not be assigned by the Executive.  except
that the  Executive  may  designate  one or more  beneficiaries  to receive  any
amounts that would  otherwise be payable  hereunder to the  Executive's  estate.
This  Agreement  shall be binding on any  successor  to the  Company  whether by
merger, consolidation,  acquisition of all or substantially all of the Company's
assets or business or otherwise,  as fully as if such successor were a signatory
hereto; and the Company shall cause such successor to, and such successor shall,
expressly assume the Company's obligations hereunder.

            13.4 Amendments; Waivers. This Agreement cannot be changed, modified
or amended and no provision or requirement hereof may be waived, without consent
in writing of the parties hereto.  However, in the event that the Company issues
an Employee Manual which amends or modifies any policy  specifically  identified
and incorporated into this Agreement,  such policy automatically shall be deemed
included as part of this Agreement without further  consideration other than the
continued performance of this Agreement's material terms by the Company.

            13.5  Ability to Fulfill  Obligations.  Neither  the Company nor the
Executive is a party to or bound by any agreement which would be violated by the
terms of this Agreement.

            13.6  Counterparts.  This  Agreement  may be executed in two or more
counterparts,  each of which shall be deemed to be an original.  It shall not be
necessary  when  making  proof of this  Agreement  to account  for more than one
counterpart.

            IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first above written.

                                           GLOBAL SOURCES LIMITED


                                           By: /s/ John Mazzuto
                                              ---------------------------------
                                              Name: John Mazzuto
                                              Title: President


                                      -6-
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                                           EXECUTIVE:

                                           /s/ Raymond Schwartz
                                           -------------------------------------
                                           RAYMOND SCHWARTZ



                                      -7-
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                                    EXHIBIT A

                       Early Termination of Stock Options
                       ----------------------------------

                   1. Should  Optionee  cease  service for any reason other than
death or  permanent  disability  while  the  option  remains  outstanding,  then
Optionee  will  have a three  (3) month  period  measured  from the date of such
cessation  of  Service  in which to  exercise  the  option for any or all of the
option shares for which the option is  exercisable at the time of such cessation
of Service. In no event,  however, may the option be exercised at any time after
the specified  expiration  date of the option term.  Upon the expiration of such
three (3) month period or (if earlier) upon the specified expiration date of the
option term. the option will terminate and cease to be outstanding.

                   2. Should  Optionee  die while in service or within the three
(3) month period  following his or her  cessation of service,  then the personal
representative  of Optionee's estate or the person or persons to whom the option
is  transferred  pursuant to Optionee's  will or in accordance  with the laws of
descent and  distribution  will have the right to exercise the option for any or
all of the  option  shares for which the  option is  exercisable  at the time of
Optionee's cessation of service,  less any option shares subsequently  purchased
by Optionee prior to death. Such right will lapse, and the option will terminate
and cease to remain  outstanding,  upon the earlier of (i) the expiration of the
twelve (12) month period measured from the date of Optionee's  death or (ii) the
expiration date.

                   3. Should (i) Optionee's service be terminated for misconduct
(including, but not limited to, any act of dishonesty, willful misconduct, fraud
or  embezzlement)  or (ii) Optionee make any  unauthorized  use or disclosure of
confidential  information  or trade  secrets  of the  Company  or any  parent or
subsidiary,  then in any such event the option will  terminate  immediately  and
cease to be outstanding.


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