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Employment Agreement - and Craig A. Pisaris-Henderson

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     THIS EXECUTIVE EMPLOYMENT AGREEMENT is made effective as of this 16th day
of March, 2001, (the "Agreement") between ("" or the
"Company"), a Nevada corporation, and Craig A. Pisaris-Henderson (the


     A. Executive is currently employed as an employee of

     B. The parties desire to continue Executive's employment with
and to appoint Executive to the position of Co-founder, Chief Executive Officer
and President, on the terms and conditions stated herein.

                             STATEMENT OF AGREEMENT

     In consideration of the foregoing, and of Executive's continued employment,
the parties agree as follows:

     1. EMPLOYMENT. The Company hereby employs Executive and Executive accepts
such employment upon the terms and conditions hereinafter set forth to become
effective on execution of this Agreement (the "Effective Time").

     2. DUTIES.

          (a) Executive shall be employed: (i) to serve as Co-Founder, Chief
     Executive Officer and President of, subject to the authority
     and direction of the Board of Directors of; (ii) to oversee
     corporate direction and development and implementation of new initiatives;
     (iii) to oversee the activities of the Florida office and; (iv)
     to undertake joint-responsibility with Chief Operating Officer for key
     business development and strategic relationships; (v) to undertake joint
     responsibility with Chief Financial Officer for fund-raising and
     communications with key current and potential investors; (vi) to undertake
     joint responsibility with Chief Financial Officer for investor relations,
     public relations, marketing and communications with media and Wall Street;
     (vii) to oversee Company's patents and intellectual property rights, and
     related legal activities; (viii) to undertake joint responsibility with
     Chief Operating Officer and Chief Technical Officer for corporate
     technology and the implementation of new initiatives; (ix) to review all
     Company checks and wire transfers; and (x) to perform such other duties and
     responsibilities similar to those performed by Executive prior hereto and
     exercise such other authority, perform such other or additional duties and
     responsibilities as the Board of Directors of may, from time
     to time, prescribe. As long as Executive is employed hereunder, Executive
     shall also be a member of the Executive Advisory Board.

<PAGE>   2
          (b) So long as employed under this Agreement, Executive agrees to
     competently, diligently and effectively discharge all duties of Executive
     hereunder. Executive shall not be prohibited from engaging in such
     business, charitable, or other activities, including serving as an officer,
     director or consultant to other businesses, which activities do not violate
     the other provisions of this Agreement and the Confidentiality,
     Non-Competition and Assignment Agreement, of even date herewith, between
     the Company and the Executive.

     3. COMPENSATION. As full compensation for all services rendered to the
Company pursuant to this Agreement, in whatever capacity rendered, the Company
shall pay to Executive during the term hereof a minimum base salary at the rate
of $180,000 per year (the "Basic Salary"), payable bi-weekly or in other more
frequent installments, as determined by the Compensation Committee of the Board
of Directors. Prior to March 16, 2002, the Basic Salary may be increased, but
not decreased, from time to time, by the Compensation Committee of the Board of
Directors. Notwithstanding any contrary provision in any Stock Option Agreement
between the Company and the Executive, if the Executive's employment with the
Company is terminated for any reason, such stock options shall vest and remain
exercisable throughout their term as if the Executive were still employed by the

     4. BUSINESS EXPENSES. The Company shall promptly pay directly, or reimburse
Executive for, all business expenses to the extent such expenses are paid or
incurred by Executive during the term of employment in accordance with Company
policy in effect from time to time and to the extent such expenses are
reasonable and necessary to the conduct by Executive of the Company's business
and properly substantiated.

     5. BENEFITS. During the term of this Agreement and Executive's employment
hereunder, the Company shall provide to Executive such insurance, vacation, sick
leave and other like benefits as are provided to other executive officers of the
Company from time to time.


     The Company shall employ the Executive, and the Executive accepts such
employment, for a term commencing on the date of this Agreement and ending on
March 16, 2002 (the "Term"). Unless notice of non-renewal is given by either
party prior to the end of the Term, this Agreement shall automatically renew for
an additional one year period at the expiration of the Term. In the event the
Company elects not to renew this Agreement as provided above, the Company shall
continue to pay Executive at the rate of his Basic Salary for the six-month
period following the end of the Term.

     6.1. Termination Without Cause; Resignation for Good Reason.

          6.1.1. GENERAL. Subject to the provisions of subparagraphs 6.1.2
     hereof, if, prior to the expiration of the Term, the Executive's employment
     hereunder is terminated by the Company without Cause (as defined in
     subparagraph 6.2.2 hereof), or if the Executive terminates his employment
     hereunder for Good Reason (as defined in subparagraph 6.2.3 hereof), the
     Company shall continue to pay the Executive two times his Basic Salary as
     then in

<PAGE>   3

     effect for a period of one year from the Date of Termination (as defined in
     Section 6.4. hereof) (such period being referred to hereinafter as the
     "Severance Period"), at such intervals as the same would have been paid had
     the Executive remained in the active service of the Company. In addition,
     during the Severance Period, the Executive shall be entitled to continue to
     participate in all employee benefit plans that the Company provides (and
     continues to provide) generally to its senior executives.

          6.1.2. DEATH DURING SEVERANCE PERIOD. In the event of the Executive's
     death during the Severance Period, payments of Basic Salary under this
     paragraph 6 and payments under the Company's employee benefit plan(s) shall
     continue to be made in accordance with their terms during the remainder of
     the Severance Period to the beneficiary designated in writing for such
     purpose by the Executive or, if no such beneficiary is specifically
     designated, to the Executive's estate.

     6.2. Termination for Cause; Resignation Without Good Reason.

          6.2.1. GENERAL. If, prior to the expiration of the Term, the
     Executive's employment is terminated by the Company for Good Cause, or the
     Executive resigns his employment hereunder other than for Good Reason, the
     Executive shall be entitled only to payment of his Base Salary as then in
     effect through and including the Date of Termination (as defined below) and
     accrued but unused vacation. The Executive shall have no further right to
     receive any other compensation or benefits after such termination or
     resignation of employment, except as determined in accordance with the
     terms of the employee benefit plans or programs of the Company applicable
     to the Executive. No termination of the Executive's employment for Good
     Cause shall be effective without the consent of the Board.

          6.2.2. GOOD CAUSE. Termination for "Good Cause" shall mean termination
     of the Executive's Employment because of:

               (i) A commission of a material and substantive act of theft,
          including, but not limited to, misappropriation of funds or any
          property of the Company;

               (ii) intentional engagement in activities or conduct clearly
          injurious to the best interests or reputation of the Company which in
          fact result in material and substantial injury to the Company;

               (iii) the willful and continued failure by the Executive to
          perform his material obligations under this Agreement (other than any
          such failure resulting from the Executive's incapacity due to physical
          or mental illness) after demand for performance is delivered by the
          Company to the Executive, in writing, identifying the manner in which
          the Company believes the Executive has not performed his duties and
          the Executive fails to perform as required within thirty (30) days
          after such demand is made;

<PAGE>   4

               (iv) gross insubordination by Executive, which shall consist only
          of a willful refusal to comply with a lawful written directive
          consistent with the terms of this Agreement to Executive issued
          pursuant to a duly authorized resolution adopted by the Board of
          Directors of the Company; or

               (v) the final and unappealable conviction of the Executive of a

          6.2.3. GOOD REASON. For purposes of this Agreement, "Good Reason"
     shall mean any of the following (without the Executive's prior written

               (i) a decrease in the Executive's Base Salary or a failure by the
          Company to pay material compensation due and payable to the Executive
          in connection with his employment, provided, however, the Company may
          suspend payments to Executive of his Base Salary to the same extent
          and in connection with the tolling of base salaries and all other
          compensation of all other executive officers of the Company for
          financial reasons as directed by a lawful resolution of the Board of
          Directors of the Company. In the event of such suspension, Executive
          shall receive shares of common stock of the Company equal to one times
          the amount of such suspended Base Salary (in addition to and not in
          lieu of such suspended salary, which shall be paid at the earliest
          practical time) as of the date such salary was due and payable;

               (ii) a diminution of the duties or title of the Executive
          outlined in Section 2(a) hereof, not including relinquishing the Chief
          Executive Officer title in the event the Company hires a new Chief
          Executive Officer, or the assignment to Executive of duties
          inconsistent in any material respect with his position;

               (iii) a change in the functions, responsibilities, authority or
          term of the Company's Executive Advisory Board or Executive's removal

               (iv) a breach by the Company of any material term or provision of
          this Agreement; or

               (v) other than in connection with a Change in Control (as defined
          below) the removal of the Executive as a director of the Company or
          the failure of the Executive to be re-elected as a director of the
          Company. For purposes of this Agreement, a "Change in Control" shall
          be deemed to occur (i) when any "person" as defined in Section 3(a)(9)
          of the Securities and Exchange Act of 1934, as amended (the "Exchange
          Act"), and as used in Section 13(d) and 14(d) thereof, including a
          "group" as defined in Section 13(d) of the Exchange Act, but excluding
          the Executive, the Company or any subsidiary or any affiliate of the
          Company or any employee benefit plan sponsored or maintained by the
          Company or any subsidiary of the Company (including any trustee of
          such plan acting as trustee), becomes the "beneficial owner" (as
          defined in Rule 13(d)(3) under the Exchange Act) of securities of the
          Company representing

<PAGE>   5

          50% or more of the combined voting power of the Company's then
          outstanding securities; or (ii) the occurrence of a transaction
          requiring stockholder approval for the acquisition of the Company by
          an entity other than the Company or a subsidiary or an affiliated
          company of the Company through purchase of assets, or by merger, or

          6.3. NOTICE OF TERMINATION. Any termination of the Executive's
     employment by the Company or by the Executive (other than termination by
     reason of the Executive's death) shall be communicated by written Notice of
     Termination to the other party of this Agreement. For purposes of this
     Agreement, a "Notice of Termination" shall mean a notice which shall
     indicate the specific termination provision in this Agreement relied upon
     and shall set forth in reasonable detail the facts and circumstances
     claimed to provide a basis for termination of the Executive's employment
     under the provision so indicated.

          6.4. DATE OF TERMINATION. The "Date of Termination" shall mean (a) if
     the Executive's employment is terminated by his death, the date of his
     death, (b) if the Executive's employment is terminated pursuant to Section
     6.1 above, the date on which the Notice of Termination is given, (c) if the
     Executive's employment is terminated pursuant to Section 6.2 above, the
     date specified in the Notice of Termination after the expiration of any
     applicable cure periods, and (d) if the Executive's employment is
     terminated for any other reason, the date on which a Notice of Termination
     is given after the expiration of any applicable cure periods.

          6.5. Executive's employment shall terminate upon the death or
     permanent disability of Executive. For purposes hereof, "permanent
     disability," shall mean the inability of the Executive, as determined by
     the Board of Directors of, by reason of physical or mental
     illness to perform the duties required of him under this Agreement for more
     than 180 days in any one year period. Successive periods of disability,
     illness or incapacity will be considered separate periods unless the later
     period of disability, illness or incapacity is due to the same or related
     cause and commences less than 180 days from the ending of the previous
     period of disability. Upon a determination by the Board of Directors of that Executive's employment shall be terminated under this
     Section 6(d), the Board of Directors shall give Executive 30 days' prior
     written notice of the termination. If a determination of the Board of
     Directors under this Section 6(d) is disputed by Executive, the parties
     agree to abide by the decision of a panel of three physicians.
     will select a physician, Executive will select a physician and the
     physicians selected by and Executive will select a third
     physician. Executive agrees to make himself available for and submit to
     examinations by such physicians as may be directed by the Company. Failure
     to submit to any examination shall constitute a breach of a material part
     of this Agreement.

          6.6. The Executive may terminate his employment for any reason upon
     giving 30 days' advance written notice to the Company. If Executive's
     employment is so terminated under this Section 6(e), the Company will pay
     Executive the earned but unpaid portion of Executive's Basic Salary through
     the Termination Date and any incentive compensation under and consistent
     with plans adopted by the Company prior to the Termination Date.

          7. PLACE OF PERFORMANCE. If the Company decides to terminate
     operations in Fort Myers, Florida, Executive shall not be required to
     relocate and, to the extent the Executive

<PAGE>   6

     can't perform his duties hereunder because there is no office in Fort
     Myers, his non-performance will not constitute "Good Cause" or "Good

     8. INDEMNITY.

          (a) Subject only to the exclusions set forth in Section 8(b) hereof,
     the Company hereby agrees to hold harmless and indemnify Executive against
     any and all expenses (including attorneys' fees), judgments, fines and
     amounts paid in settlement actually and reasonably incurred by Executive in
     connection with any threatened, pending or completed action, suit or
     proceeding, whether civil, criminal, administrative or investigative
     (excluding an action by or in the right of the Company) to which Executive
     is, was or at any time becomes a party, or is threatened to be made a
     party, by reason of the fact that Executive is, was or at any time becomes
     a director, officer, employee or agent of the Company, or is or was serving
     or at any time serves at the request of the Company as a director, officer,
     employee or agent of another corporation, partnership, joint venture, trust
     or other enterprise. The Company further agrees to advance to Executive all
     amounts to which he would be entitled under this subsection (a) subject
     only to repayment by Executive if it is ultimately determined that he is
     not entitled to indemnification pursuant to Section 8(b).

          (b) No indemnity pursuant to Section 8(a) hereof shall be paid by the

               (i) to the extent the aggregate losses to be indemnified
          hereunder are actually paid pursuant to any directors and officers
          liability insurance purchased and maintained by the Company;

               (ii) on account of any suit in which judgment is rendered against
          Executive for an accounting of profits made from the purchase or sale
          by Executive of securities of the Company pursuant to the provisions
          of Section 16(b) of the Securities Exchange Act of 1934 and amendments
          thereto or similar provisions of any federal, state or local statutory

               (iii) if the indemnity is prohibited by Nevada law or the
          Company's By-Laws.

          (c) All agreements and obligations of the Company contained herein
     shall continue during the period Executive is a director, officer, employee
     or agent of the Company (or is or was serving at the request of the Company
     as a director, officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise) and shall continue
     thereafter so long as Executive shall be subject to any possible claim or
     threatened, pending or completed action, suit or proceeding, whether civil,
     criminal or investigative, by reason of the fact that Executive was an
     officer or director of the Company or serving in any other capacity
     referred to herein.

<PAGE>   7

          (d) Promptly after receipt by Executive of notice of the commencement
     of any action, suit or proceeding, Executive will, if a claim in respect
     thereof is to be made against the Company under this Section 8, notify the
     Company of the commencement thereof; but the omission so to notify the
     Company will not relieve it from any liability which it may have to
     Executive otherwise than under this Section 8. With respect to any such
     action, suit or proceeding as to which Executive notifies the Company under
     this Section 8(d):

               (i) The Company will be entitled to participate therein at its
          own expense.

               (ii) Except as otherwise provided below, to the extent that it
          may wish, the Company jointly with any other indemnifying party
          similarly notified will be entitled to assume the defense thereof,
          with counsel selected by the Company and approved by the Executive,
          which approval shall not be unreasonably withheld. After notice from
          the Company to Executive of its election so to assume the defense
          thereof, the Company will not be liable to Executive under this
          Section 7 for any legal or other expenses subsequently incurred by
          Executive in connection with the defense thereof other than reasonable
          costs of investigation or as otherwise provided below. Executive shall
          have the right to employ his counsel in such action, suit or
          proceeding but the fees and expenses of such counsel incurred after
          notice from the Company of its assumption of the defense thereof shall
          be at the expense of Executive, unless (A) the employment of counsel
          by Executive has been authorized by the Company, or (B) the Company
          shall not in fact have employed counsel to assume the defense of such
          action, in each of which cases the fees and expenses of counsel shall
          be at the expense of the Company. The Company shall not be entitled to
          assume the defense of any action, suit or proceeding brought by or on
          behalf of the Company.

               (iii) The Company shall not be liable to indemnify Executive
          under this Agreement for any amounts paid in settlement of any action
          or claim effected without its written consent. The Company shall not
          settle in any manner which would impose any penalty or limitation on
          Executive without Executive's written consent. Neither the Company nor
          Executive will unreasonably withhold their consent to any proposed

          (e) Executive agrees that Executive will reimburse the Company for all
     customary and reasonable expenses paid by the Company in defending any
     civil or criminal action, suit or proceeding against Executive in the event
     and only to the extent that it shall be ultimately determined that
     Executive is not entitled to be indemnified by the Company for such
     expenses under the provisions of Nevada law, federal securities laws, the
     Company's By-laws or this Agreement.

     9. PUBLIC OFFERING RIGHTS. In the event that the Company undertakes an
underwritten public offering of its own securities (a "Public Offering") and any
Officer or founding member of the Company participates in the Public Offering as
a selling shareholder (a "Selling Shareholder"), the Company shall offer
Executive the right to participate in the Public

<PAGE>   8

Offering as a Selling Shareholder on the same terms and conditions as the
participating Selling Shareholders and to sell a number of shares of common
stock of the Company (as determined by Executive) up to the "Maximum Amount".
The term "Maximum Amount" means the number of shares of common stock of the
Company owned by Executive multiplied by the highest percentage of shares of
common stock of the Company owned by a Selling Shareholder (on an actual
outstanding basis) as to which any Selling Shareholder is permitted to sell in
the Public Offering. Executive's rights under this provision are in addition to
any other rights of Executive in this regard and shall survive termination of
this Agreement and Executive's termination of Employment for any reason.
Notwithstanding anything to the contrary above, Executive shall not have any
rights under this Section 9 if Executive owns less than 1% of the Company's
outstanding securities and such securities are not "restricted" within the
meaning of Rule 144 of the Securities Act of 1933, as amended.

     10. ASSIGNMENT. This Agreement is personal to Executive and Executive may
not assign or delegate any of his rights or obligations hereunder. Subject to
the foregoing, this Agreement shall be binding upon and inure to the benefit of
the respective parties hereto, their heirs, executors, administrators,
successors and assigns.

     11. WAIVER. The waiver by either party hereto of any breach or violation of
any provision of this Agreement by the other party shall not operate as or be
construed to be a waiver of any subsequent breach by such waiving party.

     12. NOTICES. Any and all notices required or permitted to be given under
this Agreement will be sufficient and deemed effective three (3) days following
deposit in the United States mail if furnished in writing and sent by certified
mail to Executive at:

                  2400 Sunrise Blvd.
                  Fort Myers, FL 33907

     and to the Company at:

                  12751 Suite 3
                  Westlinks Drive
                  Fort Myers, FL 10001
                  Attention: Chief Executive Officer

     with a copy to:

                  John B. Pisaris
                  Porter, Wright, Morris & Arthur LLP
                  41 South High Street
                  Columbus, OH 43215

     13. GOVERNING LAW. This Agreement shall be interpreted, construed and

<PAGE>   9

governed according to the laws of the State of Florida without reference to its
choice of law rules.

     14. AMENDMENT. This Agreement may be amended in any and every respect only
by agreement in writing executed by both parties hereto.

     15. SECTION HEADINGS. Section headings contained in this Agreement are for
convenience only and shall not be considered in construing any provision hereof.

     16. ENTIRE AGREEMENT. With the exception of the Confidentiality, Assignment
and Noncompetition Agreement of even date herewith, and the Executive's stock
option agreements with the Company, this Agreement terminates, cancels and
supersedes all previous employment or other agreements relating to the
employment of Executive with the Company or any predecessor, written or oral,
and this Agreement contains the entire understanding of the parties with respect
to the subject matter of this Agreement. This Agreement was fully reviewed and
negotiated on behalf of each party and shall not be construed against the
interest of either party as the drafter of this Agreement. EXECUTIVE

     17. SEVERABILITY. The invalidity or unenforceability of any one or more
provisions of this Agreement shall not affect the validity or enforceability of
any other provisions of this Agreement or parts thereof.

     18. SURVIVAL. The last sentence of Section 3, and Sections 6, 8 and 9 of
this Agreement and this Section 18 shall survive any termination or expiration
of this Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.


                                   /s/ Craig A. Pisaris-Henderson
                                   Craig A. Pisaris-Henderson


                                   By: /s/ Phillip R. Thune

                                   Its: Chief Operating Officer &
                                        Chief Financial Officer