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                                                                   Exhibit 10.5


                              EMPLOYMENT AGREEMENT



         AGREEMENT executed as of the 2nd day of February, 1998, by and BETWEEN
PROGRESSIVE TELECOMMUNICATIONS CORPORATION, a Florida corporation with
executive offices at 601 Cleveland Street, Suite 930, Clearwater, Florida 33755
(the "Company"), and BARRY SHEVLIN, residing at 1050 Starkey Rd., #106, Largo,
FL 33771 (the "Employee").

                              W I T N E S S E T H

         WHEREAS, the Employee is currently employed by the Company under an
oral agreement and has served the Company in various executive capacities; and

         WHEREAS, the Company acknowledges and recognizes the value of the
Employee's services, which services are of special, unique and extraordinary
character; and

         WHEREAS, the Company desires to employ, retain and make secure for
itself the experience, abilities and services of the Employee for a period of
not less than five (5) years from the effective date of this Agreement; and

         WHEREAS, both the Company and the Employee desire to embody the terms
and conditions of employment of the Employee into a written agreement;

         NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the adequacy and receipt of which is hereby
acknowledged, the Company and the Employee do hereby agree as follows:

1.       EMPLOYMENT.

         The Company hereby employs the Employee and the Employee hereby
accepts such employment upon the terms and conditions hereinafter set forth.

2.       TERM.

         Subject to the provisions of this Paragraph and Paragraphs 8 and 9
hereof the term of Employee's employment shall commence as of January 1, 1998
("Commencement Date") and continue for an initial period of five (5) years from
the Commencement Date (the "Initial Term"). Following the completion of the
Initial Term, the Employee's term of employment shall be renewed automatically
for additional one year terms ("Annual Terms") in the absence of written notice
of termination given by either party at least one hundred eighty (180) days
prior to the date of any such renewal.



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3.       COMPENSATION AND CERTAIN OTHER BENEFITS.

         For services rendered by the Employee hereunder, the Company shall pay
to the Employee the following compensation:

         3.1  Fixed Compensation.

              (a)  Fixed compensation, payable in weekly installments during
                   the first year of this Agreement shall be broken down as
                   follows:

                   i.    Initial 17 weeks of the first year fixed compensation
                         shall be based on an Eighty Thousand ($80,000) Dollar
                         base salary or $1,538.46 per week;

                   ii.   The second 18 weeks of the first year fixed
                         compensation shall be based on a One Hundred Ten
                         Thousand ($110,000) Dollar annual base salary or
                         $2,115.38 per week; and

                   iii.  The last 17 weeks of the first year fixed compensation
                         shall be based on a One Hundred Forty Thousand
                         ($140,000) Dollar annual salary or $2,692.31 per week.

              (b)  Fixed compensation, payable in weekly installments during
                   the second year of this Agreement shall be at a rate equal
                   to or greater than One Hundred Forty Thousand ($140,000)
                   Dollars per annum. Any increase above One Hundred Forty
                   Thousand ($140,000) Dollars shall be determined by the
                   Company's Board of Directors in its sole discretion.

              (c)  Fixed compensation for the remainder of the Term of this
                   Agreement and all increases of fixed compensation shall be
                   determined by the Company's Board of Directors. However, in
                   no event shall fixed compensation be less than the previous
                   year.

         3.2  Incentive Compensation.

              Such incentive compensation ("Incentive Compensation") may be
              paid to Employee in the form of a cash bonus, profit sharing or
              otherwise as the Board of Directors of the Company or the Board's
              Compensation Committee may grant to executive employees of the
              Company from time to time. Additionally, the Employee shall be a
              participant in the Company's executive bonus pool (the "Bonus
              Pool"). Pursuant to the Bonus Pool, the Company's Board of
              Directors, at its sole discretion, is authorized to distribute up
              to an aggregate of $100,000 and 100,000 shares of the Company's
              Common Stock divided amongst the participants, at such time the
              Company achieves each of the following milestones:


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              (a)  One Million ($1,000,000) Dollars in sales in any given
                   calendar month;

              (b)  Two Million ($2,000,000) Dollars in sales in any given
                   calendar month;

              (c)  Three Million ($3,000,000) Dollars in sales in any given
                   calendar month;

              (d)  Four Million ($4,000,000) Dollars in sales in any given
                   calendar month; and

              (e)  Five Million ($5,000,000) Dollars in sales in any given
                   calendar month.



         3.3  Other.

              In addition to the Fixed Compensation and Incentive Compensation
              which Employee shall receive pursuant to subparagraphs 3.1 and
              3.2 of this paragraph 3, the Employee shall receive the following
              items of reimbursement, compensation or benefits:

              (a)  Expenses. Employee is authorized hereunder to incur
                   reasonable expenses for promoting the business and affairs
                   of the Company, including, without limitation by
                   specification, expenses for entertainment, travel and
                   similar items. The Company shall promptly reimburse Employee
                   for all such expenses upon presentation from time to time by
                   Employee to the Company of an itemized account of such
                   expenditures.

              (b)  Life Insurance. The Company shall maintain either a
                   whole-life life insurance policy or policies or a minimum
                   deposit life insurance policy or policies (or the equivalent
                   thereof) on the life of the Employee having an aggregate
                   face value of not less than $250,000 Dollars (collectively,
                   the "Policy"). In the event that the Company purchases
                   minimum deposit life insurance and this Agreement is
                   terminated without Cause as defined herein prior to the time
                   that the insurance policy has been fully paid, the Company
                   agrees to continue to make the premium payments on the
                   policy until it is fully paid. The proceeds of the policy
                   shall be payable to any beneficiary or beneficiaries
                   designated at any time and from time to time by the
                   Employee, provided however, that upon the death of the
                   employee, the aggregate amount of premiums paid on the
                   Policy shall be repaid to the Company by the beneficiary or
                   beneficiaries designated in the Policy. Employee, if
                   requested by the Company, shall take all necessary steps,
                   including if requested, the naming of the Company as a
                   Co-Beneficiary of the Policy to the extent of the total
                   amount of premiums paid thereon, in order to insure
                   Employee's compliance with this covenant. In no event shall
                   the premiums on any policy or policies aggregate more than
                   $10,000 per year. The Policy shall be in addition to any key
                   man policy or group term policy or policies insuring the
                   life of the Employee maintained by the Company.



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              (c)  Automobile. The Company shall provide Employee with an
                   automobile compatible with his position and responsibility
                   hereunder or, in lieu thereof, at the option of the
                   Employee, a monthly stipend equal to the cost of leasing and
                   insuring such an automobile. The Company's monthly
                   obligation under this paragraph shall not exceed $600.

              (d)  Medical Benefits. The Company shall provide Employee with
                   such family health and medical benefits as the Company
                   normally accords its executive officers.

              (e)  Vacations. Employee shall be entitled during each fiscal
                   year during the period of his employment hereunder to such
                   vacation time as the Company normally accords its executive
                   officers who have been employed by it for a length of time
                   similar to the length of Employee's employment, but not less
                   than two weeks per year. Employee may take such vacation
                   over such period or periods of time as Employee in his
                   discretion shall select. Vacation time shall not accrue from
                   year to year. While on vacation, the compensation to which
                   Employee is entitled shall be paid in full.

              (f)  Working Facilities. The Company shall furnish Employee with
                   a private office, secretarial help and such other
                   facilities, services and staff as are suitable to his
                   position and adequate for the performance of his duties
                   hereunder.

         3.3  The Company agrees that nothing contained in this Agreement is
              intended to or shall be deemed to be granted to the Employee in
              lieu of, or as a limitation upon, any rights and privileges which
              the Employee may otherwise be entitled to as an executive
              employee of the Company under any retirement, pension, insurance,
              hospitalization or other employee benefit plan of any type
              (including, without limitation by specification, any incentive,
              profit sharing, bonus or stock option plan), which may now be in
              effect or which may hereafter be adopted by the Company, it being
              understood that the Employee shall have the same rights and
              privileges to participate in such Company benefit plans as any
              other executive employee of the Company.

4.       DUTIES; TIME AND EFFORT.

         4.1  During the term of his employment hereunder, Employee, subject to
              the supervision and control of the Board of Directors of the
              Company, shall supervise the operations of the Company. Employee
              shall serve as Chief Executive Officer of the Company and the
              Company and Employee contemplate that Employee shall continue to
              serve in such capacity throughout the period of his employment
              hereunder.


         4.2  Employee agrees to devote his full-time and effort to the
              business of the Company during the term of his employment
              hereunder and to serve as a member of the Company's Board of
              Directors. The Employee shall perform his duties faithfully,
              diligently and to the best of his ability. Employee, at all
              times, shall use his best efforts to preserve, protect, enhance
              and maintain the trade, business and goodwill of the Company.



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5.       COVENANTS AND RESTRICTIONS.

         Subject to the provisions of Paragraph 8.6 hereof, Employee covenants
that, except in carrying out his duties hereunder, during the term of his
employment and for a period of one (1) year following the date of termination
of employment hereunder (unless such longer period of time is specifically set
forth herein):

         5.1  Without the express written consent of the Board of Directors,
              Employee shall not directly or indirectly, own any interest in,
              participate or engage in, assist, render any services (including
              advisory services) to, become associated with, work for, serve
              (in any capacity whatsoever, including, without limitation, as an
              employee, consultant, advisor, agent, independent contractor,
              officer or director) or otherwise become in any way or manner
              connected with the ownership, management, operation, or control
              of, any business, firm, corporation, partnership or other entity
              (collectively referred to herein as a "Person") that engages in,
              or assists others in engaging in or conducting any business,
              which deals, directly or indirectly, in products or services
              similar to or competitive with the Company's product line or
              services in the United States; provided, however, the above shall
              not be deemed to exclude Employee from acting as director of
              another corporation with the consent of the Company's Board of
              Directors; provided further, however, that the above shall not be
              deemed to prohibit Employee from owning or acquiring securities
              issued by any corporation whose securities are listed with a
              national securities exchange or are traded in the
              over-the-counter market, provided that Employee at no time owns,
              directly or indirectly, beneficially or otherwise, five (5%)
              percent or more of any class of any such corporation's
              outstanding capital stock.

         5.2  Employee shall not knowingly provide or solicit to provide to any
              Person or individual (i) any goods or services which are
              competitive with those provided by the Company or which would be
              competitive with the goods or services that the Company has
              planned to provide; or (ii) any goods or services to any customer
              of the Company. The term "customer" shall mean any person or
              individual to whom the Company has provided goods or services
              within the twenty-four (24) month period prior to the termination
              of Employee's employment hereunder. Notwithstanding anything
              herein to the contrary, no limitation shall be imposed on
              Employee hereunder with respect to any goods and services that
              the Company has planned to provide and which are not actually
              being provided at the time of the termination of Employee's
              employment hereunder .

         5.3  Employee agrees that he shall not divulge to others, nor shall he
              use to the detriment of the Company or in any business or process
              of manufacture competitive with or similar to any business or
              process of manufacture engaged in by the Company or any of its
              subsidiary or affiliated companies, at any time during his
              employment with the Company or thereafter, any confidential or
              trade secret information obtained by him during the course of his
              employment with the Company relating to sales, salesmen, sales
              volume or strategy, customers, formulas, processes, methods,
              machines, manufactures, compositions, ideas, improvements or
              inventions belonging to or relating to the business of the
              Company, or its subsidiary or affiliated companies.



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         5.4  Employee shall neither solicit, seek to solicit any of the
              Company's personnel in any capacity whatsoever nor shall Employee
              induce or attempt to induce any of the Company's personnel to
              leave the employ of the Company to work for Employee or
              otherwise.

         5.5  Employee acknowledges that his breach of any of the restrictive
              covenants contained in this Paragraph 5 may cause irreparable
              damage to the Company for which remedies at law would be
              inadequate. Accordingly, if Employee breaches or threatens to
              breach any of the provisions of this Paragraph 5, the Company
              shall be entitled to appropriate injunctive relief, including,
              without limitation, preliminary and permanent injunctions in any
              court of competent jurisdiction, restraining Employee from taking
              any action prohibited hereby. This remedy shall be in addition to
              all other remedies available to the Company at law or equity. If
              any portion of this Paragraph 5 is adjudicated to be invalid or
              unenforceable, this Paragraph 5 shall be deemed amended to delete
              there from the portion so adjudicated, such deletion to apply
              only with respect to the operation of this Paragraph 5 in the
              jurisdiction in which such adjudication is made.

6.       PROPRIETARY PROPERTY.

         Subject to the provisions of Paragraph 8.6 hereof:

         6.1  The Employee agrees that any and all inventions or improvements
              as will as any and all ideas, creations, know-how and methods of
              applying and putting into practice any inventions or improvements
              (all of the foregoing being hereinafter called "Proprietary
              Property" and being more fully defined in subparagraph 6.2 below)
              that are created, developed, conceived of or discovered either
              (i) by the Employee (solely or jointly with others) either in the
              course of his employment, on the Company's time, with the
              Company's materials or facilities, relating to any subject matter
              with which his work for the Company is or may be concerned, or
              relating to any business in which the Company or any of its
              subsidiaries or affiliated companies is involved; or (ii) by or
              for the Company; or (iii) by any independent individual or person
              and thereafter acquired by the Company, and which are within the
              Employee's knowledge or possession in the case of (i) above or
              that come into the Employee's knowledge or possession during and
              in the course of the Employee's employment hereunder in the case
              of (ii) or (iii) above, shall be, if created, developed,
              conceived of or discovered by the Employee, promptly disclosed to
              the Company, or shall be, if otherwise developed or acquired by
              the Company, received by the Employee as an employee of the
              Company and not in any way for his own benefit. Employee shall
              neither have nor obtain any right, title or interest in or to
              such Proprietary Property unless and until the Company shall
              expressly and in writing waive, the rights that it has therein
              and thereto with respect to any and all Proprietary Property that
              is invented, created, written, developed, furnished or Produced
              by the Employee, or suggested by the Employee to the Company,
              during the term of the Employee's employment under this
              Agreement, Employee does hereby agree that all such Proprietary
              Property shall be the exclusive property of the Company, and that
              the Employee shall neither have nor retain any right, title or
              interest, of any kind therein and thereto or in and to any of the
              benefits or proceeds therefrom. At any time, whether during or
              after the term of this Agreement, the Employee shall, upon the
              request and at the expense of



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              the Company, (A) obtain patents or copyrights on, or (B) permit
              the Company to patent or Copyright, any such Proprietary
              Property, whichever (A) or (B) is appropriate, and/or (C)
              execute, acknowledge and deliver any and all assignments,
              instruments of transfer, or other documents, that the Company
              deems necessary or appropriate to transfer to and in the Company
              all right, title and interest in and to such Proprietary Property
              and to evidence the Company's ownership of such Proprietary
              Property, including, without limitation, taking all steps
              necessary to enable the Company to publish or protect said
              Proprietary Property by patents or otherwise in any and all
              countries and to render all such assistance as the Company may
              require in any patent office proceeding or litigation involving
              said Proprietary Property. The Employee shall not, without
              limitation as to time or place, use any Proprietary Property
              except on Company business, during or after his period of
              employment, nor disclose the same to any other Person or
              individual except for disclosure on Company business or as may be
              required by law.

         6.2  As used in this Agreement, "Proprietary Property" means
              proprietary technical information not generally known in the
              Company's industry and which is disclosed to Employee or known or
              developed by Employee as a consequence of or through his
              employment with the Company.

         6.3  During or subsequent to the Employee's employment by Company,
              Employee shall not, directly or indirectly, lecture upon, publish
              articles concerning, use, disseminate, disclose, sell or offer
              for sale any Proprietary Property without the Company's prior
              written permission.

7.       DISABILITY.

         7.1  Subject to the terms of this subparagraph 7.1, in the event
              Employee becomes temporarily disabled during the term of this
              Agreement, he shall continue to receive one hundred (100%)
              percent of the Fixed Compensation to which he was entitled at the
              time he became disabled for any period of disability not in
              excess of three (3) consecutive calendar months. Following the
              third consecutive calendar month of temporary disability, the
              compensation to be received by Employee shall be reduced to fifty
              (50%) percent of the amount he received during the first three
              (3) months of such disability after the third consecutive month
              and for a period of five years thereafter. For the purpose of
              this subparagraph 7.1, the terms "disabled" and "disability"
              shall mean disability which, in the opinion of a doctor
              reasonably satisfactory to the Company, renders the Employee
              unable to perform his duties hereunder. The date such disability
              commences shall be the date Employee first absents himself from
              work during a continuous period of disability as so determined by
              the doctor hereinabove set forth. The term "temporary disability"
              shall mean a disability which is not a permanent disability (as
              such term is defined in subparagraph 7.2 below).

         7.2  Notwithstanding anything to the contrary set forth in this
              Agreement, the Company may terminate this Agreement upon no less
              than ninety (90) days prior written notice to Employee after six
              (6) full continuous calendar months following the "permanent
              disability" (as defined below) of Employee and the payment to
              Employee of all unpaid compensation which



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              the Company owes to the Employee for the period of employment
              prior to termination. In such event, the Employee shall be
              entitled to receive from the Company or from the Company's
              disability insurance carrier disability compensation in an amount
              which shall, when added to all social security benefits received
              or to be received by Employee as a result of the permanent
              disability, equal One Hundred Thousand ($100,000) Dollars per
              annum; provided, however, in no event shall the premiums paid by
              the Company for maintaining the disability policy (as such term
              is defined below) exceed Ten Thousand ($10,000) Dollars per
              annum. The Employee's entitlement to disability benefits shall be
              pursuant to the terms of this Agreement and the disability
              insurance policy (the "Disability Policy") to be obtained and
              maintained by the Company, naming the Employee as the insured
              thereunder. Notwithstanding the foregoing, in the event
              Employee's disability is either not covered under the Disability
              Policy or Employee is covered for less than One Hundred Thousand
              ($100,000) Dollars per annum or if coverage under the Disability
              Policy terminates during the Period of disability for any reason
              whatsoever, then for the balance of Employee's then current term
              of employment the Company will pay Employee One Hundred Thousand
              ($100,000) Dollars per annum or, if Employee is receiving
              benefits under the Disability Policy, the Company will supplement
              the insurance payments which Employee is entitled to receive so
              that Employee receives a total of One Hundred Thousand ($100,000)
              Dollars per annum and, thereafter, the Company will pay to
              Employee, or supplement the benefits Employee receives under said
              Disability Policy, so that Employee receives the lesser of (i)
              One Hundred Thousand ($100,000) Dollars per annum; or (ii) fifty
              (50%) percent of Employee's Fixed Compensation until Employee
              attains the age of sixty-five (65). Once Employee attains age
              sixty-five (65), the Company shall have no further obligations to
              make disability payments to Employee or to otherwise supplement
              the amounts Employee receives under the Disability Policy except
              to the extent that it is the Company's then current policy to
              continue to cover or provide benefits to permanently disabled
              executive officers beyond age sixty-five (65). Notwithstanding
              anything to the contrary set forth in this Paragraph 7.2, in the
              event the Employee reassumes the full Performance of his duties
              hereunder prior to such termination notice, the Employee shall be
              entitled to one hundred (100%) percent of his total compensation
              from the date of his return. In no event shall Employee be
              entitled to renew the term of his employment for the Extension
              Term or any Annual Term if Employee becomes permanently disabled
              during either the Initial Term or the Extension Term. Employee
              shall be deemed "Permanently Disabled" for purposes hereof if
              either: (i) Employee has been temporarily disabled for a period
              in excess of 730 consecutive days; or (ii) the insurance company
              issuing the Disability Policy determines that the Employee is
              Permanently Disabled and will make payments pursuant to the
              Disability Policy; or (iii) a physician, mutually acceptable to
              both the Company and the Employee, determines on the basis of
              medical evidence that Employee is totally disabled, mentally or
              physically, so as to be, prevented from engaging in further
              employment by the Company in the capacity in which Employee was
              engaged prior to such disability and that such disability will be
              permanent and continuous during the remainder of the life of
              Employee. In the event a physician cannot be selected who is
              acceptable to both the Company and the Employee, each party shall
              select a physician who shall together select a third physician
              whose decision shall be final. In the event of a dispute or the
              inability of the physicians selected by the Company and the
              Employee to select a third physician, a physician



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              shall be selected by the American Arbitration Association and the
              decision of such physician shall be final.

         7.3  Payments of disability compensation under subparagraphs 7.1 and
              7.2 above shall be reduced by the amounts actually received by
              the Employee under any policy or policies of disability, health,
              accident, or wage continuation insurance paid for by the Company.

8.       TERMINATION; SEVERANCE; DEATH.

         8.1  The Employee's employment shall terminate upon his death, and may
              be terminated, at the option of (i) the Employee, (A) upon the
              conclusion of the Initial Term, or any Annual Term upon proper
              written notice to the Company, or (B) for breach of this
              Agreement, or (ii) the Company upon proper written notice to the
              Employee, (A) at the conclusion of the Initial Term or any Annual
              Term, (B) as a result of his permanent disability as defined in
              Paragraph 7.2 hereof, or (C) for cause. Termination "for cause"
              shall mean termination only in the event the Employee is guilty
              of (i) intentional or reckless failure to perform his duties
              hereunder, or (ii) any act of intentional dishonesty by the
              Employee which adversely effects the Company's business or its
              reputation.

         8.2  If Employee's employment is terminated by the Company for cause,
              the Company shall have no further obligation to pay compensation
              or benefits to Employee, other than those accrued through the
              date of such termination.

         8.3  If Employee's employment is terminated by Employee's decision to
              act as a consultant to the Company or as a result of the
              Employee's permanent disability, the Company shall remain
              obligated to pay Employee the entitlements set forth in Paragraph
              7 of this Agreement.

         8.4  If Employee's employment is terminated by the Company's
              determination not to renew the employment term at the conclusion
              of either the Initial Term or any Annual Term, the company shall
              be obligated to pay Employee, within sixty (60) days of such
              termination, a lump sum severance payment in an amount equal to
              the product derived by multiplying each year of the Employee's
              employment with the Company (commencing with the calendar year
              1998) times Seventy Five Thousand ($75,000) Dollars.

         8.5  If Employee's employment is terminated by the Company during the
              Initial Term or any Annual Term, the Company shall be obligated
              to pay Employee, within sixty (60) days of such termination, a
              lump sum severance payment in an amount equal to the aggregate
              amount of the Employee's Base Salary for the remainder of the
              Initial Term or any Annual Term as the case may be, plus the
              product derived by multiplying each year of the Employee's
              employment with the Company (commencing with the calendar year
              1998) times Seventy Five Thousand ($75,000) Dollars.



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         8.6  If Employee dies during the term of his employment hereunder, the
              Company shall promptly pay to the Employee's estate or promptly
              distribute to the beneficiary or beneficiaries named by Employee
              all life insurance proceeds under the Policy referred to in
              paragraph 3.3(b) hereof (if received by the Company for any
              reason) as well as any term life insurance policy or policies
              with the exception of any key-man policy which the Company
              maintained on the life of and for the benefit of the Employee;
              provided, however, all other Company fringe benefits shall cease
              upon Employee's death.


         8.7  Notwithstanding anything to the contrary set forth in this
              Agreement, the Employee's covenants set forth in Paragraphs 5 and
              6 hereof shall not apply with respect to and shall not be
              enforceable against Employee, in the event the Employee's
              employment is terminated by the Company for any reason other than
              those reasons expressly set forth in Paragraph 8.1 hereof.

9.       CHANGE IN CONTROL.

         If, as both a director and a stockholder of the Company, Employee
opposes a "Change in Control" (as such term is defined below) of the Company
and such Change in Control shall occur at any time during Employee's employment
hereunder in spite of Employee's objection, Employee may, by written notice to
the Company at any time within six (6) months after such Change in Control,
elect to terminate his employment with the Company at the end of such six (6)
month period. In the event Employee opposes a Change in Control, as both a
stockholder and a director, and such Change in Control nevertheless takes
place, then, if Employee elects to terminate his employment pursuant to this
Paragraph 9, the Company shall pay him either (a) two and nine-tenths (2.9)
times his then current Fixed Compensation within sixty (60) days of receipt of
Employee's notice, if a majority of the Company's Board of Directors opposed
the Change in Control; or (b) two and one-half (2.5) times his then current
Fixed Compensation within sixty (60) days of receipt of Employee's notice, if a
majority of the Company's Board of Directors voted in favor of the Change in
Control; provided, however, in no event shall the amount payable to Employee
pursuant to this Paragraph 9 exceed the maximum payment permitted by Section
280G of the Internal Revenue Code of 1986, as amended (the "Code") or then
applicable law, and to the extent any "excess parachute payment" (as such term
is defined in Code Section 280G(b)) would result from the application of the
formulas set forth in (a) or (b) above, then the amount Employee would
otherwise receive shall be reduced so that no "excess parachute payment" is
made by the Company or received by Employee; provided further, however, that
the provisions of this Paragraph 9 shall not apply to any Change in Control of
the Company which is supported by the Employee either as an officer, director
or as a stockholder of the Company. The Employee shall not be required to
mitigate the amount of any payment provided for herein by seeking other
employment or otherwise, nor shall the amount of such payment provided for in
this Paragraph 9 be reduced by any compensation subsequently earned by the
Employee as the result of his employment with another employer. For purposes of
this Agreement, a "Change in Control" shall be deemed to have occurred if (a)
any "person" or group of "persons" (as the terms "person" or "group" are used
in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 and the
rules thereunder) which does not include the Employee



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is or becomes the beneficial owner, directly or indirectly, of securities of
the Company representing fifty (50%) percent or more of the combined voting
power of the then outstanding securities of the Company (whether by purchase or
acquisition of securities by any person or by the Company or by agreement to
act in concert with respect to the voting of such securities or otherwise); or
(b) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the Company cease
for any reason to constitute at least a majority thereof unless the election of
each director who was not a director at the beginning of the period, was
approved by a vote of at least two-thirds at the beginning of such period; or
(c) any other event shall have occurred which constitutes a change in ownership
or effective control of the Company or in the ownership of its assets, or which
would be deemed to be such a change under Code Section 280G or the regulations
or other legal authority developed thereunder.


10.      ARBITRATION.

         Any dispute, controversy or claim arising out of or pursuant to this
Agreement or the breach hereof shall be settled by arbitration in the City of
Clearwater, County of Pinellas and State of . Such arbitration shall be
effected by arbitrators selected as hereinafter provided and shall be conducted
in accordance with the Rules, existing at the date thereof, of the American
Arbitration Association. The dispute, controversy or claim shall be submitted
to three arbitrators, one arbitrator to be selected by the Company, one
arbitrator to be selected by the Employee and the third arbitrator to be
selected by the two so selected by the Company and Employee, or if they cannot
agree on a third, by the American Arbitration Association. In the event that
either the Company or Employee within one (1) month after notification of any
demand for arbitration hereunder, shall not have selected its arbitrator and
given notice thereof to the other party, the arbitrator for such party shall be
selected by the American Arbitration Association. Meetings of the arbitrators
shall be held in Clearwater, Florida at such place or places as may be agreed
upon by the arbitrators. The results of final determination of any such
arbitration proceedings shall be binding on the parties hereto and a judgment
may be entered in any court having jurisdiction.

11.      SEVERABILITY OF PROVISIONS.

         In the event any court of competent jurisdiction determines that any
term or provision of this Agreement shall be unenforceable, the invalidity of
such term or provision shall not affect the validity of the remainder hereof.

12.      NOTICES.

         Any notice required or permitted to be given pursuant to the
provisions hereof shall be deemed given when sent by registered or certified
mail, return receipt requested, to the Company or Employee at their respective
addresses set forth above or to such other address as may be given by similar
notice by the Company or Employee.



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13.      WAIVER OF BREACH.

         The waiver by the Company or Employee of a breach of any provision
hereof by the other shall not operate or be construed to operate as a waiver by
such party of any subsequent breach by the other of the same or any other
provision hereof.


14.      ENTIRE AGREEMENT, MODIFICATION AND CONSTRUCTION.

         This Agreement contains the entire understanding between the Company
and Employee with respect to the subject matter hereof. The terms and
conditions hereof may be changed only by an agreement in writing signed by the
Company and Employee. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, applicable to contracts made
and to be performed therein, without giving effect to the principles thereof
relating to conflicts of law.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be signed
and its seal affixed by a duly authorized officer and the Employee has signed
this Agreement as of the day and year first above written.


                                          PROGRESSIVE TELECOMMUNICATIONS
                                          CORPORATION

[Corporate Seal]

                                          By: /s/ Barry Greenwood
                                             ----------------------------------
                                                  Barry Greenwood, President




                                          EMPLOYEE


                                              /s/ Barry Shevlin
                                          -------------------------------------
                                                  Barry Shevlin


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