Employment Agreement

Employment Agreement

by Leapnet
April 30th, 1997


                                                                    EXHIBIT 10.3

                               EMPLOYMENT AGREEMENT
                              --------------------


     This Employment Agreement (this "Agreement") is made as of this 15th day of
April, 1997 by and among Yuri Radzievsky ("Employee") and Rayco Group, Inc., a
Delaware corporation ("Buyer") and Leap Group, Inc., a Delaware corporation
("Parent").

     WHEREAS, on the date of this Agreement, Buyer is purchasing substantially
all of the assets of Y.A.R. Communications, Inc., a New York corporation
("Y.A.R.") pursuant to the terms of an Asset Purchase Agreement dated of even
date herewith, entered into by and among Buyer, Parent, Anna Radzievsky, Yuri
Radzievsky and Y.A.R. (the "Purchase Agreement"). Capitalized terms not
otherwise defined herein shall have the meanings ascribed to such terms in the
Purchase Agreement.

     WHEREAS, Employee is currently the President and Chief Executive Officer of
YAR.

     WHEREAS, Buyer now desires to employ Employee, and Employee desires to be
employed by Buyer, on the terms and conditions set forth in this Agreement.

     WHEREAS, upon purchase of Y.A.R.'s assets, Buyer and Parent will be engaged
in the Business.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
in this Agreement and other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Buyer and Employee agree as follows:

     1.   Employment.  Buyer hereby employs Employee as a Chairman of the Board,
President and Chief Executive Officer of Buyer, and Employee hereby accepts such
employment and agrees to act in such capacities, all in accordance with the
terms and conditions of this Agreement.

     2.   Term of Employment.  Employee's employment under this Agreement will
begin on the date of this Agreement and will continue until the third (3rd)
anniversary of the date of this Agreement (the "Initial Employment Period" and
together with all Renewal Periods (as defined below), if any, the "Employment
Period"). The terms and conditions of this Agreement may be renewed by Buyer, in
its sole discretion, for two subsequent terms of one (1) year each (each, a
"Renewal Period") upon the terms set forth herein. Buyer or Parent shall notify
Employee prior to the end of the Initial Employment Period or Renewal Period, as
the case may be, of its desire to renew. Any such renewal shall be under the
same terms and conditions set forth herein unless otherwise agreed to, in
writing, by Buyer, Parent and Employee. Notwithstanding anything to the contrary
contained herein, the Employment Period is subject to termination at any time
pursuant to Section 6 below.

 
     3.   Offices and Duties.  In his positions as Chairman of the Board,
President and Chief Executive Officer of Buyer, Employee shall have all of the
powers, duties and responsibilities customary to such offices, as are reasonably
necessary to the operations of Buyer and as may be assigned to him, from time to
time, by the Board of Directors of Buyer and/or the Chief Executive Officer of
Parent ("Parent CEO") consistent with his positions as designated above. During
the Employment Period, Employee shall report on a regular basis only to the
Board of Directors of Buyer and Parent CEO. The Employee's services hereunder
shall be performed at the primary offices of Buyer in New York, New York, or
somewhere located in the New York Metropolitan Area subject to necessary travel
requirements of his positions and duties hereunder, consistent with past
practices. Employee agrees that during the Employment Period, he will devote
substantially all of his business time and attention, on a full-time basis, and
use his best efforts to fulfill his duties and responsibilities under this
Agreement. Employee agrees to cooperate with the Buyer and Parent in connection
with obtaining Key Man life insurance, including, without limitation, agreeing
to a physical examination and providing any health records.

     4.   Compensation.
          ------------ 

         (a) Base Salary. During the Employment Period, Buyer will pay Employee
     an annual base salary of $300,000 (the "Base Salary"), to be paid in
     accordance with Buyer's normal payroll practices.

         (b) Spouse's Disability.  If, and only if, Anna Radzievsky is unable to
     perform her duties as an employee of Buyer, then Employee shall receive
     $150,000 per year in addition to the Base Salary as compensation for the
     increased responsibilities, if any, which may be required of Employee (the
     "Extra Salary").

         (c) Benefits.  Employee, and to the extent eligible under the terms of
     any plans or programs, his dependents, will be entitled to participate in
     group life and medical insurance and dental plans, profit-sharing and
     similar plans, and other "fringe benefits" made available by Buyer and
     Parent, from time to time, to other senior executive officers of Parent, in
     accordance with the terms of such plans and programs. In addition, Employee
     shall be entitled to participate in all retirement plans and programs
     (including without limitation, any profit sharing/401(k) plan) made
     available by Buyer and/or Parent to their senior executive officers
     generally, in accordance with the terms of such plans and programs.
     Employee shall also be entitled to receive "fringe benefits" and
     perquisites in accordance with the plans, practices, programs and policies
     from time to time in effect and available generally to the senior executive
     officers of Buyer or Parent. In furtherance of the foregoing and not in
     limitation thereof, the following benefits shall be provided to Employee:

             (i)   Employee shall be entitled to four weeks paid vacation during
     each calendar year, to be taken at such time(s) as shall not, in the
     reasonable judgment of the Board of Directors of Buyer, materially
     interfere with Employees fulfillment of his duties thereunder, and shall be
     entitled to holidays, sick days and personal days consistent with the
     policies of Parent.

                                      -2-

 
             (ii)  Buyer shall provide Employee with the exclusive use of a
     Buyer-owned or leased automobile. The model and year of such automobile
     shall be consistent with prior practices of Y.A.R. Buyer shall also pay all
     expenses of operating, garaging, maintaining and insuring such automobile .

             (iii) Employee shall be covered by directors' and officers'
     liability insurance to the extent that such insurance is maintained by
     Parent for the directors and officers of Parent and its subsidiaries.

     The entitlements available to Employee pursuant to the provisions of this
Section 4(c) are collectively call "Benefits."

         (d)  Withholding.  All compensation payable to Employee under this
     Agreement is stated in gross amount and will be subject to all applicable
     withholding taxes, other normal payroll deductions, and any other amounts
     required by law to be withheld.

         (e)  Expenses. Buyer, in accordance with the policies in effect,
     from time to time, will pay or reimburse Employee for all expenses
     (including travel and entertainment expenses) reasonably incurred by
     Employee during the Employment Period in connection with the performance of
     Employee's duties under this Agreement, provided that Employee shall
     provide to Buyer documentation or evidence of expenses for which Employee
     seeks reimbursement in accordance with the policies and procedures
     established by Buyer.

     5.   Covenant Not to Compete. Employee agrees and acknowledges that in
order to assure Buyer and Parent that Buyer will retain its value as a going
concern, it is necessary that Employee undertake not to utilize his special
knowledge of the Business and his relationships with customers and suppliers to
compete with Buyer. Accordingly, Employee acknowledges the necessity, and
agrees, to abide by all of the terms of that certain Noncompetition Agreement,
dated of even date herewith, between the parties hereto pursuant to the terms
thereof (the "Noncompetition Agreement").

     6.   Termination and Severance.
          ------------------------- 

          (a) Buyer may terminate Employee's employment hereunder at any time
     for Cause by providing to Employee written notice of termination stating
     the grounds for termination for "Cause" (defined below).  Upon notice of
     termination of employment for Cause, the Employment Period will immediately
     end, Employee will not be entitled to receive any further compensation
     (whether in the form of Base Salary, bonuses, Extra Salary, Benefits or
     otherwise) other than (i) accrued but unpaid Base Salary, if any (ii)
     accrued by unpaid Extra Salary, if any and (iii) unpaid reimbursable
     expenses outstanding on the date of termination, and neither Buyer nor
     Parent shall have any further obligations whatsoever to Employee. Any
     Benefits to which the Employee or his beneficiaries may be entitled under
     the plans and programs described in Section 4(c), or any other applicable
     plans and programs (including rights under any stock options granted to
     Employee), shall be determined as of the date of such termination by the
     Board of

                                      -3-

 
     Directors of Buyer unless the terms of such plans and programs specifically
     address termination of employment.

          (b)  In the event that Employee voluntarily terminates his employment
     (other than as set forth in Section 6(c) below), or his employment is
     terminated as a consequence of his death or disability, the Employment
     Period will end on the effective date of such termination, provided that
     (other than for death or disability) Employee shall provide Buyer with
     thirty (30) days prior written notice of the effective date of any such
     termination. Following a voluntary termination by Employee for any reason
     (including death or disability), Employee shall not be entitled to receive
     any further compensation (whether in the form of Base Salary, bonuses,
     Extra Salary, Benefits or otherwise) other than (i) accrued but unpaid Base
     Salary, if any (ii) accrued by unpaid Extra Salary, if any and (iii) unpaid
     reimbursable expenses outstanding on the date of termination, and neither
     Buyer nor Parent shall have any further obligations whatsoever to Employee.
     Any Benefits to which the Employee or his beneficiaries may be entitled
     under the plans and programs described in Section 4(d), or any other
     applicable plans and programs (including rights under any stock options
     granted to Employee), shall be determined as of the date of such
     termination by the Board of Directors of Buyer unless the terms of such
     plans and programs specifically address termination of employment.

         (c) Employee shall be entitled to terminate this Agreement and the
     Employment Term hereunder in the event that (i) Buyer is in default of a
     material term of this Agreement (including, without limitation, the
     assignment to Employee of general duties which are materially inconsistent
     with the duties set forth in Section 3 or the failure of Buyer or Parent to
     pay the Employee any Base or Extra Salary when due or to provide any
     Benefits as required under this Agreement) or (ii) Buyer or Parent fail to
     make an undisputed Earn-Out payment when due under the provisions of
     Sections 1.7 and 1.8 of the Purchase Agreement, in any case under (i) or
     (ii) above, which default or nonpayment remains uncured for a period of 30
     days after written notice of such default from Employee to the Board of
     Directors of Buyer and Parent (such notice to specify the specific nature
     of the claimed default and the manner in which Employee reasonably suggests
     such default can be cured).

         (d) In the event Buyer terminates Employee's employment without "Cause"
     or Employee terminates his employment pursuant to the provision of Section
     6(c) above, Employee shall be entitled to continue to receive from Buyer,
     (i) his then applicable Base Salary and Extra Salary (if applicable) when
     otherwise payable and Benefits through the end of the Initial Employment
     Period or the then current Renewal Period, as the case may be, and (ii) any
     unpaid reimbursable expenses outstanding as of the date of termination. If
     Employee is precluded from continuing his participation in any Benefits
     provided under any employee benefit plan or program, he shall be provided
     the after-tax equivalent of the Benefits provided under such plan or
     program in which he is unable to participate for the remainder of the
     Initial Employment Period or the then current Renewal Period, as the case
     may be. The economic equivalent of any Benefit under such plan or program
     foregone shall be deemed to be the lowest cost that would be incurred by
     Employee in obtaining such Benefit himself on an individual basis. In
     connection with a termination without Cause or a termination by Employee
     under Section 6(c),

                                      -4-

 
     except as provided in this Section 6(d), neither Buyer nor Parent shall
     have any further obligations whatsoever to Employee. In the event Buyer or
     Parent fails to pay Employee pursuant to the terms of this Section 6(d)
     (within 30 days after Employee has delivered written notice to Buyer and
     Parent of such payment default), the covenants set forth in Section 1 of
     the Noncompetition Agreement shall cease to have any further force and
     effect and shall be deemed null and void ab initio. Notwithstanding the
     foregoing or anything to the contrary contained herein, in any other
     document or agreement or otherwise, (A) if a termination of Employee's
     employment occurs pursuant to Sections 6(a) or 6(c) and (B) a dispute
     arises in connection with such termination which dispute could result in a
     termination of any provisions of the Noncompetition Agreement pursuant to
     the terms hereunder, then such dispute will be submitted to and resolved
     within 60 days of such submission by a panel of three independent
     arbitrators chosen pursuant to the rules and regulations of the American
     Arbitration Association (the "AAA") and the matter will be resolved in
     accordance with the rules promulgated under the AAA; provided, however the
     Federal Rules of Evidence will govern such proceeding. The decision
     rendered by such arbitration panel shall be final and binding on the
     parties and enforceable in a court. In the event such decision is against
     Buyer or Parent and otherwise would cause any of the provisions of the
     Noncompetition Agreement to terminate, Buyer and Parent shall, have the
     right to require the provisions set forth in the Noncompetition Agreement
     to remain intact and in full force and effect by paying Employee all
     amounts (as determined by such arbitration panel) due to Employee, pursuant
     to the terms hereunder, in connection with such termination.

          (e) "Cause" means and shall be limited to (i) an act of fraud,
     dishonesty or disloyalty by Employee with respect to Buyer, (ii) Employee's
     commission of acts constituting a felony, (iii) any breach by Employee of
     any material provision of this Agreement or the Noncompetition Agreement,
     (iv) Employee's willful engagement in gross misconduct materially injurious
     to Buyer or its affiliates, or (v) any intentional act or gross negligence
     by Employee that has a material, detrimental effect on the reputation or
     Business of Buyer or its affiliates. The determination as to whether
     "Cause" exists shall be made by the directors of Buyer in the exercise of
     their reasonable, good faith business judgment, which judgment shall not
     limit Employee's rights or remedies to challenge such judgment under this
     Agreement or under any applicable laws; provided, however, prior to
     effective date of any such termination, the Employee shall be given (A) a
     written notice by the Board of Directors of Buyer (the "Board") stating in
     detail the grounds on which the proposed termination for Cause is based,
     (B) a reasonable opportunity (as determined by the Board) to cure the
     conduct for such termination, to the extent curable and (C) if requested by
     the Employee, in writing, a reasonable opportunity to be heard by the
     Board.

          (f) The Employee hereby agrees that Buyer may dismiss him for Cause or
     without Cause without any liability except for the payments required to be
     made pursuant to the terms of this Section 6 above, and without regard to
     any general or specific policies (whether written or oral) of Buyer
     relating to the employment or termination of its employees. In return for
     tendering the payments provided under this Section 6, regardless of whether
     after tender of such payment Employee accepts it, Employee for itself and
     his heirs, executors, administrators and assigns ("Releasors") does hereby

                                      -5-

 
     remise, release, forever discharge and covenant not to sue Buyer, Parent or
     any of their affiliated entities or respective agents, officers, directors
     and employees, and any of their respective heirs, successors and assigns of
     and from all manners of action, cause and causes of action, suits, debts,
     dues, accounts, liabilities, covenants, contracts, agreements, claims,
     obligations, damages, injuries and demands whatsoever of any kind and
     nature, whether foreseen or unforeseen, contingent or actual, liquidated or
     unliquidated in law or in equity which any Releasor has or may have against
     any of the aforementioned parties except for claims for breaches by Buyer
     of express provisions of the Purchase Agreement pursuant to which Buyer
     purchased all of the assets of Y.A.R.

     7.   Obligations On Termination.
          -------------------------- 

          (a) Upon the expiration or termination of the Employment Period for
     any reason, Employee shall be deemed to have resigned from all offices,
     directorships, trusteeships, or other positions he may then hold with
     Buyer, Parent or an affiliated entity. Such resignation shall be deemed
     effective immediately thereupon, without the requirement that a written
     resignation be delivered.

          (b) Employee agrees that for a period of thirty days following the
     expiration or termination of the Employment Period pursuant to Section 6(b)
     (other than in cases of death or disability) to use his best efforts to
     complete any engagement for a client of Buyer or Parent with which he was
     involved; and (ii) to provide any services which Buyer may reasonably
     require to discharge its continuing obligations to its clients with respect
     to services performed by Employee, and in such events Employee will be
     entitled to his full compensation on a per diem basis at his then customary
     rate for such services.

          (c) Employee understands, acknowledges and agrees that all client
     receivables and work in process attributable to clients secured or work
     performed by Employee during the Employment Period shall be and remain
     property of Buyer after termination of Employee's employment hereunder. For
     a period of thirty days following termination of the Employment Period,
     pursuant to Section 6(b) (other than in cases of death or disability),
     Employee shall use his best efforts to assist Buyer in collecting all fees,
     expenses and other charges owed to Buyer by any client of Buyer and billing
     such client for services rendered prior to the termination of the
     Employment Period.

          (d) The Employee hereby acknowledges and agrees that all "Personal
     Property" (defined below) and equipment furnished to or prepared by the
     Employee in the course of or incident to his employment, belong to Buyer
     and shall be promptly returned to Buyer upon termination of the Employment
     Period. "Personal Property" includes, without limitation, all books,
     manuals, records, reports, notes, contracts, lists, blueprints, and other
     documents, or materials, or copies thereof, and all other proprietary
     information relating to the business of Buyer; provided, however, that
     nothing shall preclude the Employee from retaining or removing (i) his
     personal rolodex; or (ii) information not containing Confidential
     Information (as defined in Section 6) or a trade secret, obtained while in
     the employ of Buyer. The Employee cannot retain or remove personal property
     that is or contains Confidential Information or a trade secret, obtained
     while in the employ of Buyer. Prior to retaining or removing any personal
     property

                                      -6-

 
     other than his personal rolodex, the Employee will inform Buyer of what
     personal property he intends to retain or remove. If a dispute arises
     between Buyer and the Employee, the parties shall arbitrate such dispute in
     a manner mutually agreeable to them. Following termination, the Employee
     will not retain any written or other tangible material containing any
     Confidential Information or trade secrets, except as described above.

     8.   Miscellaneous.
          ------------- 

          (a) Notices. All notices and other communication between the parties
     pursuant to this Agreement must be in writing and will be deemed given when
     delivered in person, one (1) business day after being dispatched by a
     nationally recognized overnight courier service, three (3) business days
     after being deposited in the U.S. Mail, registered or certified mail,
     return receipt requested, or one (1) business day after being sent by
     facsimile (with receipt acknowledged), to Buyer at the address of Parent's
     principal office (attention to the Chief Financial Officer) in the Chicago,
     Illinois metropolitan area and to Employee (or his representatives) at 90
     Riverside Drive, Apt. 10B, New York, New York 10024. Employee (or his
     representatives) may change his address for notice purposes by delivering
     notice to Buyer in accordance with this Section 8(a). All notices sent to
     Buyer shall also be delivered to:

               Katten Muchin & Zavis
               525 West Monroe Street
               Suite 1600
               Chicago, Illinois 60661-3693
               Attention:  Matthew S. Brown, Esq.
               Facsimile No.:  (312) 902-1061

     All notices sent to Employee shall also be delivered to:

               Davis & Gilbert
               1740 Broadway
               New York, New York 10019
               Attention:  Michael D. Ditzian, Esq.
               Facsimile No.:           (212) 468-4888

          (b) Governing Law.  This Agreement will be subject to and governed by
     the laws of the State of New York, without regard to principles of
     conflicts of laws.

          (c) Binding Effect; Guaranty. This Agreement will be binding upon and
     inure to the benefit of the parties and their respective heirs, legal
     representatives, executors, administrators, successors, and assigns,
     subject to the limitations on assignment in Section 8(h). The Parent
     guarantees the due and punctual payment of Base Salary and Extra Salary, if
     any, and such guarantee shall not be affected by the failure of the
     Employee to avert any claim or demand or to enforce any right or remedy
     against the Buyer. The Parent agrees that this Section B (c) constitutes a
     guarantee of payment when due and not of collection.

                                      -7-

 
          (d) Entire Agreement.  This Agreement constitutes the entire agreement
     between the parties with respect to the subject matter of this Agreement
     and supersedes any other agreements, whether oral or written, between the
     parties with respect to the subject matter of this Agreement.

          (e) Modification. No change or modification of this Agreement will be
     valid unless (i) it is in writing and signed by both of the parties hereto
     and (ii) approved, in writing, by a duly authorized officer of Parent. No
     waiver or change of any provision of this Agreement will be valid unless in
     writing and signed by the person or party to be charged.

          (f) Severability. If any provision of this Agreement is, for any
     reason, invalid or unenforceable, the remaining provisions of this
     Agreement will nevertheless be valid and enforceable and will remain in
     full force and effect. Any provision of this Agreement that is held invalid
     or unenforceable by a court of competent jurisdiction will be deemed
     modified to the extent necessary to make it valid and enforceable and as so
     modified will remain in full force and effect.

          (g) Headings. The headings in this Agreement are inserted for
     convenience only and are not to be considered in the interpretation of
     construction of the provisions of this Agreement.

          (h) Assignability. This Agreement may not be assigned by either party
     without the prior written consent of the other party.

          (i) No Strict Construction. The language used in this Agreement will
     be deemed to be the language chosen by Employee and Buyer to express their
     mutual intent, and no rule of strict construction will be applied against
     Employee or Buyer.

                                      -8-

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

                                       RAYCO GROUP, INC.


                                       By:  /s/ Peter Vezmar
                                            ----------------
                                       Its: Secretary
                                            ---------


                                       PARENT:  

                                                                                
                                       LEAP GROUP, INC.


                                       By: /s/ R. Steven Lutterbach
                                           ------------------------
                                       Its: Chief Executive Officer
                                            -----------------------

                                       EMPLOYEE:

                                       /s/ Yuri Radzievsky
                                       -------------------
                                       Yuri Radzievsky

                                      -9-