Exhibit 10.4

                              EMPLOYMENT AGREEMENT

     EMPLOYMENT   AGREEMENT   dated  as  of  July  13,  2005,   by  and  between
RELATIONSERVE  MEDIA,  INC., a Nevada  corporation  with its principal office at
6700 N. Andrews Avenue, Fort Lauderdale, Florida 33309 (the "Company"), and OHAD
JEHASSI, an individual, residing at 400 South Pointe Drive, #305 Miami Beach, Fl
33139 (the "Employee").

                                    RECITALS:

     WHEREAS,  the  Company  desires to employ the  Employee  for the period and
under the terms and  conditions  provided in this  Agreement and the Employee is
willing to accept such employment with the Company;

     NOW,  THEREFORE,  for and in  consideration  of the premises hereof and the
mutual  covenants  contained  herein,  the parties hereto  covenant and agree as
follows:

          1.   EMPLOYMENT.

               (a) The Company  hereby  employs the  Employee,  and the Employee
hereby  accepts such  employment  with the Company,  for the period set forth in
Section 2 hereof, all upon the terms and conditions hereinafter set forth.

               (b) The  Employee  affirms  and  represents  that he is  under no
obligation to any former employer or other party that is in any way inconsistent
with,  or that  imposes any  restriction  upon,  the  Employee's  acceptance  of
employment  hereunder  with the Company,  the  employment of the Employee by the
Company, or the Employee's undertakings under this Agreement.

          2.   TERM OF EMPLOYMENT.

               (a) Unless earlier terminated as provided in this Agreement,  the
term of the Employee's  employment  under this  Agreement  shall be for a period
beginning  on June 27, 2005 (the  "Effective  Date") and ending on June 27, 2008
(the "Initial Term").

               (b) The term of the  Employee's  employment  under this Agreement
may be renewed for additional  two-year  terms (each a "Renewal  Term") upon the
expiration  of the Initial Term or any Renewal  Term upon the mutual  consent of
the Employee and the Company.  The period from the Effective Date until June 27,
2008,  or, in the event  that the  Employee's  employment  hereunder  is earlier
terminated as provided  herein or renewed as provided in this Section 2(b), such
shorter  or  longer  period,  as the  case may be,  is  hereinafter  called  the
"Employment Term."

          3.   DUTIES.  The  Employee  shall be employed as the Chief  Operating
Officer of the Company and shall faithfully and competently  perform such duties
consistent  with such  position  as the Chief  Executive  Officer of the Company
shall  from  time to time  determine  and be  subject  to  periodic  performance
evaluations  and reviews by the Chief  Executive  Officer.  The  Employee  shall
perform his duties principally at the offices of the Company in Fort Lauderdale,
Florida,  or such other  places as the Chief  Executive  Officer may  reasonably
determine, with such travel, including overnight travel, to such other locations
from time to time as the  Chief  Executive  Officer  may  reasonably  prescribe.


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Except as may otherwise be approved in advance by the Chief  Executive  Officer,
and except  during  vacation  periods and  reasonable  periods of absence due to
sickness,  personal  injury or other  disability  or non-profit  public  service
activities,  the Employee  shall devote his full time  throughout the Employment
Term to the services  required of him  hereunder.  The Employee shall render his
business  services  exclusively to the Company and its  subsidiaries  during the
Employment  Term and shall use his best efforts,  judgment and energy to improve
and advance the business and interests of the Company and its  subsidiaries in a
manner consistent with the duties of his position.

          4.   SALARY  AND  BONUS.   As   compensation   for  the  complete  and
satisfactory  performance by the Employee of the services to be performed by him
hereunder during the Employment Term:

               (a) the  Company  shall  pay the  Employee  a base  salary at the
annual rate of $180,000 (such amount, together with any increases thereto as may
be determined from time to time by the Board of Directors in its sole discretion
but subject to the provisions of this Agreement,  being hereinafter  referred to
as "Salary"). Any Salary payable hereunder shall be paid in regular intervals in
accordance with the Company's payroll practices from time to time in effect;

               (b)  the  Company  shall  pay  to  the  Employee  such  incentive
compensation and bonuses,  if any, (i) as the Board of Directors in its absolute
discretion  may determine to award the Employee,  and (ii) to which the Employee
may become entitled pursuant to the terms of any incentive compensation or bonus
program,  plan or agreement  from time to time in effect and  applicable  to the
Employee;

               (c) upon the  effectiveness of the Company's 2005 Incentive Plan,
the Company shall recommend to the Board of Directors a grant to the Employee an
option to purchase  100,000 shares of common stock,  $0.001 par value per share,
of the  Company  ("Common  Stock") at a per share  exercise  price  equal to the
current market price per share; and

               (d) Upon the  effectiveness of the Company's 2005 Incentive Plan,
the Company  shall  recommend  to the Board of  Directors a grant to Employee of
80,000 shares of restricted Common Stock, with one-third of the shares of Common
Stock vesting upon the resolution of the Board of Directors  granting the Common
Stock (the "Grant Date"), one-third of the shares of Common Stock vesting on the
first  anniversary  of the Grant Date and the  remaining  one-third of shares of
Common Stock vesting on the second anniversary of the Grant Date.

          5.   OTHER BENEFITS. During the Employment Term, the Employee shall:

               (a) be eligible to  participate in employee  fringe  benefits and
pension  and/or profit sharing plans that may be provided by the Company for its
senior executive  employees in accordance with the provisions of any such plans,
as the same may be in effect from time to time;

               (b) be eligible to participate in any medical and health plans or
other employee welfare benefit plans that may be provided by the Company for its
senior executive  employees in accordance with the provisions of any such plans,
as the same may be in effect from time to time;

                                      -2-



               (c) be entitled  to two weeks'  paid  vacation in respect of each
12-month period during the Employment Term;

               (d) be entitled to all paid holidays  given by the Company to its
senior executive employees;

               (e) be eligible for  consideration  by the Board of Directors for
awards of stock or stock  options  under any equity  incentive  plan that may be
established  by the Company for its and its  subsidiaries'  key  employees,  the
amount,  if any, of shares of stock or shares with respect to which  options may
be  granted  to the  Employee  to be in the  sole  discretion  of the  Board  of
Directors, subject to the provisions of this Agreement;

               (f) be entitled to sick leave,  sick pay and disability  benefits
in accordance with any Company policy that may be applicable to senior executive
employees from time to time; and

               (g) be entitled to reimbursement for all reasonable and necessary
out-of-pocket  business  expenses incurred by the Employee in the performance of
his duties  hiseunder in accordance  with the Employee's  existing  arrangements
with the Company.

          6.   CONFIDENTIAL INFORMATION.  The Employee hereby covenants,  agrees
and acknowledges as follows:

               (a) The Employee has and will have access to and will participate
in  the  development  of or  be  acquainted  with  confidential  or  proprietary
information  and trade  secrets  related to the  business of the Company and any
present and future subsidiaries or affiliates of the Company  (collectively with
the Company, the "Companies"),  including but not limited to (i) customer lists;
the identity,  lists or descriptions of any new customers,  referral  sources or
organizations;   financial   statements;   cost   reports  or  other   financial
information; contract proposals or bidding information; business plans; training
and operations methods and manuals;  personnel records; software programs; email
databases;  reports  and  correspondence;  and  management  systems  policies or
procedures,  including related forms and manuals; (ii) information pertaining to
future  developments such as future marketing or acquisition plans or ideas, and
potential new business and (iii) all other tangible and intangible property that
are used in the business and operations of the Companies.  The  information  and
trade secrets relating to the business of the Companies described hereinabove in
this paragraph (a) are hereinafter referred to collectively as the "Confidential
Information," provided that the term Confidential  Information shall not include
any information (x) that is or becomes generally  publicly available (other than
as a result of violation of this  Agreement by the Employee or the  violation of
an  agreement  of like  tenor by any  other  person or  entity)  or (y) that the
Employee  receives  on a  nonconfidential  basis from a source  (other  than the
Companies or their  representatives)  that is not known by him to be bound by an
obligation of secrecy or confidentiality to any of the Companies.

                                      -3-


               (b) The Employee shall not disclose, use or make known for his or
another's  benefit  any  Confidential   Information  or  use  such  Confidential
Information  in any way,  except as is in the best interests of the Companies in
the performance of the Employee's duties under this Agreement.  The Employee may
disclose Confidential  Information when required by a third party and applicable
law or judicial  process,  but only after providing (i) immediate  notice to the
Company at any third party's  request for such  information,  which notice shall
include the Employee's intent with respect to such request,  and (ii) sufficient
opportunity for the Company to challenge or limit the scope of the disclosure on
behalf of the Companies, the Employee or both.

               (c) Upon  termination of his employment  with the Company for any
reason,  the Employee  shall  forthwith  return to the Company all  Confidential
Information in whatever form maintained (including, without limitation, computer
discs and other electronic media).

          7.   TERMINATION.

               (a) The Employee's  employment hereunder shall be terminated upon
the occurrence of any of the following:

                    (i) the death of the Employee;

                    (ii) the  Employee's  inability  to  perform  his  duties on
account of disability or incapacity for a period of 180 or more days, whether or
not consecutive, within any period of 12 consecutive months;

                    (iii) the Company giving written notice, at any time, to the
Employee  that the  Employee's  employment is being  terminated  for "cause" (as
defined below); or

                    (iv) the Company giving written notice,  at any time, to the
Employee that the Employee's  employment is being terminated other than pursuant
to clause (i), (ii) or (iii) above.

     The  following  actions,  failures and events by or affecting  the Employee
shall  constitute  "cause" for  termination  within the meaning of clause  (iii)
above:  (A) an indictment  for or conviction of the Employee of, or the entering
of a plea of nolo contendere by the Employee with respect to, having committed a
felony, (B) abuse of controlled substances or alcohol, (C) acts of dishonesty or
moral  turpitude  by the  Employee  that are  detrimental  to one or more of the
Companies, (D) willful misconduct of the Employee to perform any material duties
hereunder or gross negligence of the Employee in the performance of such duties,
(E)  failure  by the  Employee  to obey the  reasonable  and  lawful  orders and
policies of the Board of Directors  that are  consistent  with the provisions of
this Agreement or (F) breach by the Employee of any provision of this Agreement.

               (b) Notwithstanding anything to the contrary expressed or implied
hisein,  except as  required  by  applicable  law,  the  Companies  shall not be
obligated to make any payments to the Employee or on his behalf of whatever kind
or  nature  by  reason  of the  termination  of the  Employment  Term (i) by the


                                      -4-


Employee  (except in the case of the breach of this Agreement by the Company) or
(ii) pursuant to clause (i), (ii) or (iii) of Section 7(a) above, other than (x)
such amounts, if any, of his Salary and additional compensation payable pursuant
to Section 4(b) hereof as shall have accrued and remained  unpaid as of the date
of said  termination  and (y)  such  other  amounts,  if any,  that  may be then
otherwise  payable  to the  Employee  pursuant  to the  terms  of the  Company's
benefits plans or pursuant to Section 5(g) hereof.

               (c) If the Company  terminates  Employee's  employment  hereunder
pursuant to clause (iv) of Section 7(a),  the Company  shall  continue to pay to
the  Employee  his  Salary  (at the  rate in  effect  immediately  prior to such
termination)  through the  earlier of (i) the twelve  month  anniversary  of the
Employee's termination or (ii) the expiration of, as the case may be, either the
Initial  Term or the then current  Renewal  Term.  In  addition,  any options or
Common Stock granted under this  Employment  Agreement shall vest on the date of
such termination.

               (d) In the event of the death of the Employee at any time when he
is entitled to receive  payments under Section 7(c) hereof,  such payments shall
be made to the  estate of the  Employee  or if the  Employee  has  designated  a
beneficiary  to  receive  such  payments   under  Section  8  hereof,   to  such
beneficiary.

               (e) No interest  shall  accrue on or be paid with  respect to any
portion of any payments hereunder.

          8.   ASSIGNABILITY.

               (a) Neither this  Agreement  nor any right or interest  hereunder
shall  be   assignable   by  the   Employee  or  his   beneficiaries   or  legal
representatives without the Company's prior written consent; provided,  however,
that nothing in this Section 8(a) shall preclude the Employee from designating a
beneficiary  to  receive  any  benefit  payable  hereunder  upon  his  death  or
incapacity.

               (b) Except as required by law, no right to receive payments under
this Agreement shall be subject to anticipation,  commutation, alienation, sale,
assignment,  encumbrance,  charge,  pledge,  or  hypothecation  or to exclusion,
attachment,  levy or similar  process or to  assignment by operation of law, and
any attempt, voluntary or involuntary,  to effect any such action shall be null,
void and of no effect.

          9.   RESTRICTIVE COVENANTS.

               (a)  During  the  Employment  Term  and,  in the  event  that the
Employee's employment is terminated for any reason (including the non-renewal of
this  Agreement in  accordance  with  Section  2(b) above),  during the 12-month
period following such termination, for himself or on behalf of any other person,
firm or entity, the Employee will not directly or indirectly:

                                      -5-


                    (i) induce or attempt to induce any  employee  of any of the
Companies to leave the employ of the Companies or in any way interfere  with the
relationship between any of the Companies and any employee thereof;

                    (ii) call on or contact  any  supplier  or  customer  of the
Companies or any agent of the Companies for the purpose of soliciting, diverting
or taking away any such supplier, customer or agent from the Companies; and

                    (iii) hire, engage,  send any work to, place orders with, or
in any manner be associated  with any  supplier,  contractor,  subcontractor  or
business  relation of any of the  Companies  if such action by him would have an
adverse effect on the business,  assets, financial condition or prospects of any
of the Companies,  or interfere with the relationship between any such person or
entity and any of the Companies.

               (b) In connection  with the foregoing  provisions of this Section
9, the Employee  represents that his experience,  capabilities and circumstances
are such that such  provisions  will not prevent him from earning a  livelihood.
The Employee  further  agrees that the  limitations  set forth in this Section 9
(including,  without  limitation,  time limitations)  constitute the "legitimate
business  interests"  of the  Companies  within the meaning of Florida  Statutes
542.335 and are hereby  conclusively  agreed to be legally sufficient to support
such  covenants.  Such  "legitimate  business  interests"  include  but  are not
necessarily  limited  to  trade  secrets;   valuable  confidential  business  or
professional  information  that  does not  legally  qualify  as  trade  secrets;
substantial  relationships  with specific  prospective or existing  customers or
clients;  customer or client good will associated with an ongoing  business,  by
way of trade  name,  trademark,  service  mark or "trade  dress",  in a specific
geographic location and a specific marketing or trade area; and extraordinary or
specialized  training.  It is  further  acknowledged  and  agreed  that all such
restrictive  covenants set forth above are  reasonably  necessary to protect the
legitimate  business  interests  of the  Companies  and  are  not  overbroad  or
unreasonable.  It is  acknowledged  and agreed that the Company is  specifically
relying  upon  the  foregoing   statements  in  entering  into  this  Employment
Agreement.  It is  understood  that the  covenants  made by the Employee in this
Section 9 (and in Section 6 hereof) shall survive the  expiration or termination
of this Agreement.

          10.  REMEDIES.  The Employee acknowledges that a remedy at law for any
breach or threatened breach of the provisions of Sections 6 or 9 hereof would be
inadequate,  that the Company  would be  irreparably  injured by such breach and
that, therefore,  the Company shall be entitled to injunctive relief in addition
to any  other  available  rights  and  remedies  in case of any such  breach  or
threatened breach, without the necessity of posting a bond or proving damages.

          11.  BINDING  EFFECT.  Without  limiting or diminishing  the effect of
Section 8 hereof,  this  Agreement  shall inure to the benefit of and be binding
upon  the  parties  hereto  and  their  respective  heirs,   successors,   legal
representatives and assigns.

          12.  NOTICES.  All notices that are required or may be given  pursuant
to the terms of this  Agreement  shall be in writing and shall be  sufficient in
all respects if given in writing and (i)  delivered  personally,  (ii) mailed by
certified or registered mail, return receipt  requested and postage prepaid,  or
(iii)  sent  via a  responsible  overnight  courier,  to the  parties  at  their


                                      -6-


respective  addresses set forth above,  or to such other address or addresses as
either party shall have  designated  in writing to the other party  hereto.  The
date of the giving of such notices  delivered  personally or by carrier shall be
the date of their  delivery  and the date of giving of such notices by certified
or registered mail shall be the date five days after the posting of the mail.

          13.  LAW GOVERNING AND VENUE.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida,  except that body
of law  relating  to choice of laws.  In  addition,  any legal  suit,  action or
proceeding  arising  out of or relating to this  Employment  Agreement  shall be
instituted  exclusively  in the federal or state courts in the state of Florida,
Broward  County,  and each party  waives any  objection to the venue of any such
suit,  action or  proceeding  and the right to assert  that such  forum is not a
convenient  forum, and irrevocably  consents to the jurisdiction of such federal
or state  courts in the state of  Florida,  Broward  County,  in any such  suit,
action or proceeding.

          14.  SEVERABILITY.   In  the  event   that  any  court  of   competent
jurisdiction  shall  finally hold that any provision of Section 6 or 9 hereof is
void or constitutes an unreasonable restriction against the Employee,  Section 6
or 9, as the case may be,  shall not be  rendered  void,  but shall  apply  with
respect to such  extent as such court may  judicially  determine  constitutes  a
reasonable  restriction under the  circumstances,  and, in such connection,  the
parties hereto  authorize any such court to modify or sever any such  provision,
including  without  limitation,  any such  provision  relating to  duration  and
geographical  area, to the extent deemed necessary or appropriate by such court.
If any part of this  Agreement  other than  Section 6 or 9 is held by a court of
competent jurisdiction to be invalid,  illegal or incapable of being enforced in
whole or in part by reason of any rule of law or public policy,  such part shall
be deemed to be severed  from the  remainder of this  Agreement  for the purpose
only of the particular legal proceedings in question and all other covenants and
provisions of this Agreement shall in every other respect continue in full force
and effect and no covenant or provision shall be deemed dependent upon any other
covenant or provision.

          15.  WAIVER.  Failure to insist upon strict compliance with any of the
terms, covenants or conditions hereof shall not be deemed a waiver of such term,
covenant or condition,  nor shall any waiver or  relinquishment  of any right or
power hereunder at any one or more times be deemed a waiver or relinquishment of
such right or power at any other time or times.

          16.  ENTIRE AGREEMENT;  MODIFICATIONS.  This Agreement constitutes the
entire  agreement of the parties with respect to the subject  matter  hereof and
supersedes all prior  agreements,  oral and written,  between the parties hereto
with respect to the subject  matter  hereof.  This  Agreement may be modified or
amended only by an instrument in writing signed by both parties hereto.

          17.  SURVIVAL  OF   PROVISIONS.   Neither  the   termination  of  this
Agreement, nor of Employee's employment hereunder,  shall terminate or affect in
any manner any  provision  of this  Agreement  that is  intended by its terms to
survive such  termination,  including  without  limitation,  the  provisions  of
Sections 4 to 7 inclusive and Sections 9 and 11 hereof.

                                      -7-


          18.  COUNTERPARTS.  This  Agreement  may be  executed  in two or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

                            [Signature Page Follows]




                                      -8-



                        [SIGNATURE PAGE TO OHAD JEHASSI]

          IN WITNESS  WHEREOF,  the Company and the Employee  have duly executed
and delivered this Agreement as of the day and year first above written.

                                       RELATIONSERVE MEDIA, INC.



                                       By: /s/ Mandee Heller Adler
                                          ------------------------------------
                                          Name:  Mandee Heller Adler
                                          Title: Chief Executive Officer


                                        /s/ Ohad Jehassi
                                       ----------------------------------
                                       Ohad Jehassi