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                                                                    EXHIBIT 10.8

                              EMPLOYMENT AGREEMENT
                                 BY AND BETWEEN
                        COMPASS KNOWLEDGE HOLDINGS, INC.
                                       AND
                                   TONY RUBEN

                  THIS EMPLOYMENT AGREEMENT (the "Agreement") is executed on May
1, 2000 to be effective as of May 1, 2000 (the "Commencement Date") by and
between Compass Knowledge Holdings, Inc., a Florida corporation (the "Company")
and Tony Ruben ("Employee").

                  WHEREAS, the Company is engaged in the distributed learning
business and other related businesses (such activities, present and future,
being hereinafter referred to as the "Business"); and

                  WHEREAS, the Company and Employee desire to enter into this
Agreement to memorialize their oral understanding, to assure the Company of the
services of Employee for the benefit of the Company and to set forth the
respective rights and duties of the parties hereto.

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants, terms and conditions set forth herein, the Company and
Employee agree as follows:

                                    ARTICLE I

                                   EMPLOYMENT

                  1.1 EMPLOYMENT AND TITLE. As of the Commencement Date, the
Company employs Employee, and Employee accepts such employment, as Chief
Financial Officer and Treasurer of the Company, all upon the terms and
conditions set forth herein.

                  1.2 DUTIES. During the Initial Term and any and all Renewal
Terms (as hereinafter defined) hereof, Employee shall faithfully perform his
duties in accordance with this Agreement and the Bylaws of the Company, serve
the Company faithfully and to the best of his ability and devote substantially
all of his business time and attention, knowledge, energy and skills to the
Company. Employee shall be responsible for such matters as assigned to him by
the Chief Executive Officer and/or President of the Company which shall be the
normal day-to-day management, operation and maintenance of the financial
operations and affairs of the Company in accordance with the Company's annual
business plan, budget and assigned duties. Subject to the directions of and
limitations imposed by the Chief Executive Officer and/or President of the
Company, the Employee shall be responsible for interpretation and executive
implementation of the corporate policies for his assigned area(s) which shall be




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the Company's financial operations and functions as set by the Board of
Directors, the Chief Executive Officer and/or President of the Company, and
shall perform all the duties and have and exercise all rights and powers usually
pertaining and attributable, by law, custom, or otherwise, with respect thereto.
Subject to the directions of and limitations imposed by the Chief Executive
Officer and/or President of the Company, the Employee shall have the authority
to effectuate all business matters with respect to his responsibilities and to
execute such legal instruments as may be necessary to carry out his duties in
the name of the Company and on its behalf. Employee shall coordinate and
supervise the activities of all employees of the Company under his control, have
the power to employ and terminate the employment of all such subordinate
officers, agents, clerks, and other employees and have the authority to fix and
change, from time to time, the compensation of all such officers, agents, clerks
and other employees subject to the approval of the President of the Company.

                  1.3 LOCATION. The principal place of employment and the
location of Employee's principal office shall be in Ocoee, Florida; provided,
however, Employee shall, when requested by the President or Chief Executive
Officer, or may, if he determines it to be reasonably necessary, temporarily
perform outside of Ocoee, Florida such services as are reasonably required for
the proper execution of his duties under this Agreement.

                  1.4 REPRESENTATIONS. Each party represents and warrants to the
other that he/it has full power and authority to enter into and perform this
Agreement and that his/its execution and performance of this Agreement shall not
constitute a default under or breach of any of the terms of any agreement to
which he/it is a party or under which he/it is bound. Each party represents that
no consent or approval of any third party is required for his/its execution,
delivery and performance of this Agreement or that all consents or approvals of
any third party required for his/its execution, delivery and performance of this
Agreement have been obtained.

                                   ARTICLE II

                                      TERM

                  2.1 TERM. The term of Employee's employment hereunder (the
"Term") shall commence as of the Commencement Date and shall continue through
the third anniversary of the Commencement Date (the "Scheduled Termination
Date") unless renewed or earlier terminated pursuant to the provisions of this
Agreement. Assuming all conditions of this Agreement have been satisfied and
there has been no breach of the Agreement during its initial term, Employee may
extend the term for an additional three year term at Employee's election
("Extended Term").




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                                   ARTICLE III

                                  COMPENSATION

                  3.1 SALARY. As compensation for the services to be rendered by
Employee, the Company shall pay Employee, during the Term of this Agreement, an
annual base salary of not less than One Hundred Thirty Thousand Dollars
($130,000.00), which base salary shall accrue monthly (prorated for periods less
than a month) and shall be paid in equal bi-monthly installments, in arrears or
as the Employee and the Company otherwise agree. The base salary will be
reviewed annually, or, as appropriate, by the Chief Executive Officer and the
Compensation Committee. At any time the Salary may be increased for the
remaining portion of the term if so determined by the Chief Executive Officer
and the Compensation Committee of Company after a review of Employee's
performance of his duties.

                  3.2 BONUSES. The Company shall pay the Employee an annual
bonus (the "Annual Bonus") as determined by the Compensation Committee in
accordance with the Company's Annual Bonus Plan. The Annual Bonus, if any, shall
be payable within ninety (90) days after the end of the most recent fiscal year
to which the Bonus relates.

                  3.3 NONQUALIFIED STOCK OPTIONS. The Company intends to grant
to Employee at some time in the future nonqualified options to acquire shares of
its common stock (the "Option Shares"). Such option shares shall be subject to
the terms and conditions established by the Compensation Committee of the
Company.

                  3.4 BENEFITS. Employee shall be entitled, during the Term
hereof, to the same medical, hospital, and dental insurance coverage and
benefits as are available to the Company's most senior executive officers on the
Commencement Date together with the following additional benefits:

                  (a) An automobile allowance of $400.00 per month.

                  (b) The Company's normal vacation allowance for all employees
         who are executive officers of the Company, but not less than three (3)
         weeks annually, with the option to carry over unused vacation days.

                  (c) The Employee will be entitled to participate in any
          benefit plan or program of the Company which may currently be in place
          or implemented in the future.

                  (d) During the Term, Employee will be entitled to receive, in






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         addition to and not in lieu of base salary, bonus or other
         compensation, such as other benefits as Company may provide for its
         officers in the future.

                  3.5 LIQUIDATION EVENT PAYMENT.(a) LIQUIDATION EVENT PAYMENT.
         If during the term of this Agreement there is a Liquidation Event (as
         defined below) and provided Employee is Instrumental (as defined below)
         in assisting the Company effectuate such Liquidation Event then, in
         such event, Employee shall have the right, by providing written notice
         to the Company (the "LIQUIDATION EVENT PAYMENT NOTICE"), to require the
         Company to pay Employee a Liquidation Event Payment Amount (as defined
         below).

                  (b) LIQUIDATION EVENT PAYMENT AMOUNT. The Liquidation Event
         Payment Amount shall be equal to that number, not to exceed 200,000
         shares, of the Company's common stock, $.001 par value, which shall be
         paid based upon the Fair Market Value of the Company's Common Stock as
         defined below and illustrated Exhibit A attached hereto and by this
         reference incorporated herein and made a material part hereof.

                  (c) LIQUIDATION EVENT. A Liquidation Event shall mean any
         transaction of merger or consolidation in which a Change of Control (as
         defined below) occurs, or in which there is a conveyance, sell, or
         transfer (or an unconditional agreement to do any of the foregoing at
         any future time during the term of this Agreement) of all or
         substantially all (which shall mean at least 80%) of the total value
         Company's property or assets, or the outstanding capital stock in the
         Company.

                  (d) CHANGE OF CONTROL. For purposes of this Section 3.5, a
         Change of Control shall be deemed to have occurred in the event of:

                           (i) The acquisition by any person or entity, or group
         thereof acting in concert, of "beneficial" ownership (as such term is
         defined in Securities and Exchange Commission ("SEC") Rule 13d-3 under
         the Securities Exchange Act of 1934, as amended) (the "Exchange Act"),
         of securities of the Company which, together with securities previously
         owned, confer upon such person, entity or group (other than groups
         consisting of the present officers and directors of the Company) the
         voting power, on any matters brought to a vote of shareholders, of
         fifty-one percent (51%) or more of the then outstanding shares of
         capital stock of the Company; or

                           (ii) The sale, assignment or transfer of assets of
         the Company, in a transaction or series of transactions, if the
         aggregate consideration received or to be received by the Company in
         connection with such sale, assignment or transfer is greater than fifty




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         percent (50%) of the book value, determined by the Company in
         accordance with generally accepted accounting principles, of the
         Company's assets determined on a consolidated basis immediately before
         such transaction or the first of such transactions; or

                           (iii) The merger, consolidation, share exchange or
         reorganization of the Company (or one or more subsidiaries of the
         Company) as a result of which the holders of all of the shares of
         capital stock of the Company as a group would receive less than fifty
         percent (50%) of the voting power of the capital stock or other
         interests of the surviving or resulting corporation or entity; or

                           (iv) The adoption of a plan of liquidation or the
         approval of the dissolution of the Company; or

                           (v) The commencement (within the meaning of SEC Rule
         14d-2 under the Exchange Act) of a tender or exchange offer which, if
         successful, would result in a Change of Control of the Company; or

                           (vi) A determination by the Board of Directors of the
         Company, in view of then current circumstances or impending events,
         that a Change of Control of the Company has occurred or is imminent,
         which determination shall be made for the specific purpose of
         triggering the operative provisions of this Agreement.

                  (e) INSTRUMENTAL. For purposes of this Section 3.5, Employee
         shall be deemed to have been "Instrumental" in assisting the Company
         effectuate a Change of Control if Employee:

                             (i) Identifies and advises the Company and its
         management in writing with respect to any companies, businesses,
         services and business opportunities and prospects that Employee deems
         compatible with the Company and its business plan (hereinafter called
         "Targets");

                             (ii) Disseminates and markets, as directed, the
         Company, its business and its business plan to such Targets and their
         advisors, agents and consultants;

                             (iii) Actively participates in and assists the
         Company relative to any and all negotiations with and due diligence
         with respect to the Targets and provides the Company with periodic
         status reports concerning the Targets, such negotiations and due
         diligence;

                           (iv) Advises the Company with respect to
         communications and information disseminated to and from the Targets;




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                           (v) Analyzes and reviews the historical financial
         information of Targets;

                           (vi) Assists in the preparation of projected
         financial statements of Targets based upon acquisition structure and
         certain other assumptions including purchase price and funding terms;

                           (vii) Prepares valuation models which will aid the
         Company in determining a Target's purchase price/value and the value of
         the transaction to the Company and its Shareholders;

                           (viii) Assists in the determination of an appropriate
         purchase price, structure and terms;

                           (ix) Assists in the preparation and review of
         projected earnings and anticipated values of Targets including analysis
         of returns to the Company, accretiveness of the transaction and
         financial statement performance;

                           (x) Assists in the negotiation of the letter of
         intent for the Targets;

                           (xi) Actively participates in and assists the Company
         relative to the Company obtaining financing and capital to facilitate a
         Change of Control and analyze, evaluate and assist the Company with
         respect to the form, structure and pricing of such various financing
         and capital raising alternatives;

                           (xii) Reviews all preliminary and final documentation
         relating to the contemplated transaction; and

                           (xiii) Assists in the closing of the contemplated
         transaction.

                  3.6 WITHHOLDING. Any and all amounts payable under this
Agreement, including, without limitation, amounts payable under this Article III
and Article VII, which are subject to withholding for such federal, state and
local taxes as the Company, in its reasonable judgment, determines to be
required pursuant to any applicable law, rule or regulation.

                  3.7 ADJUSTMENTS. After the date Commencement Date but prior to
the exercise of the payment of the Option Shares and/or the Liquidation Event
Payment Shares, the rate of payment and the price thereof, in the case of the
Option Shares, as provided above shall be subject to appropriate and
proportional adjustment in the event of any stock split, stock dividend or other
recapitalization of the Company's common stock which results in a change in the
number or kind of shares of common stock which is outstanding immediately prior



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to such event. Such adjustments shall be made by the Board of Directors of the
Company, whose determination absent manifest error shall be conclusive and
binding on all parties. In case of any consolidation or merger of the Company
with or into another corporation or the conveyance of all or substantially all
of the assets of the Company to another corporation or a share exchange
transaction involving the issued and outstanding common stock of the Company,
the Option Shares and the Liquidation Event Payment Shares shall thereafter be
convertible into the number of shares of stock or other securities or property
to which a holder of a like number of shares of common stock in the Company
would be entitled upon such consolidation, merger, conveyance or exchange; and,
in any such case, appropriate adjustment shall be made in the application of the
provisions herein set forth with respect to the rights and interest thereafter
of the Employee in the Option Shares and the Liquidation Event Payment Shares,
to the end that the provisions set forth herein shall thereafter be applicable,
as nearly as reasonably may be, in relation to any shares of stock or other
property thereafter deliverable upon entitlement to the Option Shares and/or the
Liquidation Event Payment Shares.

                                   ARTICLE IV

                   WORKING FACILITIES, EXPENSES AND INSURANCE

                  4.1 WORKING FACILITIES AND EXPENSES. Employee shall be
furnished with an office at the principal executive offices of the Company, or
at such other location as agreed to by Employee and the Company, and other
working facilities and clerical and other assistance suitable to his position
and reasonably required for the performance of his duties hereunder. The Company
shall reimburse Employee for reasonable moving and relocation expenses in an
amount not to exceed $30,000.00 and all of Employee's reasonable expenses
incurred while employed and performing his duties under and in accordance with
the terms and conditions of this Agreement, subject to Employee's full and
appropriate documentation, including, without limitation, receipts for all such
expenses in the manner required pursuant to Company's policies and procedures
and the Internal Revenue Code of 1986, as amended (the "Code") and applicable
regulations as are in effect from time to time.

                  4.2 INSURANCE. The Company may secure in its own name or
otherwise, and at its own expense, life, disability and other insurance covering
Employee or Employee and others, and Employee shall not have any right, title or
interest in or to such insurance other than as expressly provided herein.
Employee agrees to assist the Company in procuring such insurance by submitting
to the usual and customary medical and other examinations to be conducted by
such physicians(s) as the Company or such insurance company may designate and by
signing such applications and other written instruments as may be required by
any insurance company to which application is made for such insurance.



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                                    ARTICLE V

                              ILLNESS OR INCAPACITY

                  5.1 RIGHT TO TERMINATE. If, during the Term of this Agreement,
Employee shall be unable to perform in all material respects his duties
hereunder for a period exceeding six (6) consecutive months by reason of illness
or incapacity, this Agreement may be terminated by the Company in its reasonable
discretion pursuant to Section 7.2 hereof.

                  5.2 RIGHT TO REPLACE. If Employee's illness or incapacity,
whether by physical or mental cause, renders him unable for a minimum period of
sixty (60) consecutive calendar days to carry out his duties and
responsibilities as set forth herein, the Company shall have the right to
designate a person to replace Employee temporarily in the capacity described in
Article I hereof; provided, however, that if Employee returns to work from such
illness or incapacity within the six (6) month period following his inability
due to such illness or incapacity, he shall be entitled to be reinstated in the
capacity described in Article I hereof with all rights, duties and privileges
attendant thereto.

                  5.3 RIGHTS PRIOR TO TERMINATION. Employee shall be entitled to
his full remuneration and benefits hereunder during such illness or incapacity
unless and until an election is made by the Company to terminate this Agreement
in accordance with the provisions of this Article.

                  5.4 DETERMINATION OF ILLNESS OR INCAPACITY. For purposes of
this Article V, the term "illness or incapacity" shall mean Employee's inability
to perform his duties hereunder substantially on a full-time basis due to
physical or mental illness as determined by a physician selected by the Company
and the Employee.

                                   ARTICLE VI

                                 CONFIDENTIALITY

                  6.1 CONFIDENTIALITY. During the Term of this Agreement and
thereafter, Employee shall not divulge, communicate, use to the detriment of the
Company, or for the benefit of any other business, firm, person, partnership or
corporation, or otherwise misuse, any "Confidential Information", pertaining to
the Company including, without limitation, all (i) data or trade secrets,
including secret processes, formulas or other technical data; (ii) production
methods; (iii) customer lists; (iv) personnel lists; (v) proprietary
information; (vi) financial or corporate records; (vii) operational, sales,
promotional and marketing methods and techniques; (viii) development ideas,





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acquisition strategies and plans; (ix) financial information and records; (x)
"know-how" and methods of doing business; and (xi) computer programs, including
source codes and/or object codes and other proprietary, competition-sensitive or
technical information or secrets developed with or without the help of Employee.
Employee acknowledges that any such information or data he may have acquired was
received in confidence and by reason of his relationship to the Company.
Confidential Information, data or trade secrets shall not include any
information which: (a) at the time of disclosure is within the public domain;
(b) after disclosure becomes a part of the public domain or generally known
within the industry through no fault, act or failure to act, error, effort or
breach of this Agreement by Employee; (c) is known to the recipient at the time
of disclosure; (d) is subsequently discovered by Employee independently of any
disclosure by the Company; (e) is required by order, statute or regulation, of
any governmental authority to be disclosed to any federal or state agency, court
or other body; or (f) is obtained from a third party who has acquired a legal
right to possess and disclose such information.

                  6.2 RECORDS. All documents, papers, materials, notes, books,
correspondence, drawings and other written and graphic records relating to the
Business of the Company which Employee shall prepare or use, or come into
contact with, shall be and remain the sole property of the Company and,
effective immediately upon the termination of the Employee's employment with the
Company for any reason, shall not be removed from the Company's premises without
the Company's prior written consent and any such documents, papers, materials,
notes, books, correspondence, drawings and other written and graphic records
under Employee's control shall be immediately returned to the Company.

                                   ARTICLE VII

                                   TERMINATION

                  7.1 TERMINATION FOR CAUSE. This Agreement and the employment
of Employee may be terminated by the Company "For Cause" under any one of the
following circumstances:

                  (a) Employee has committed any material act of fraud,
         misappropriation or theft against the Company or any of its
         subsidiaries or affiliates.

                  (b) Employee's default breach of any material provision of
         this Agreement; provided, that Employee shall not be in default
         hereunder unless (i) he shall have failed to cure such default or
         breach within fifteen (15) days of written notice thereof by the



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         Company to Employee or (ii) Employee shall have duly received notice of
         at least three (3) prior instances of such breach or default (whether
         or not cured by Employee).

                  (c) Employee engages in gross negligence, malfeasance or
         willful misconduct in the performance of his duties hereunder;
         provided, that Employee shall not be in default hereunder unless (i) he
         shall have failed to cure such default or breach within fifteen (15)
         days of written notice thereof by the Company to Employee, or (ii)
         Employee shall have duly received notice of at least three (3) prior
         instances of such breach or default (whether or not cured by Employee).

                  (d) Employee has been or is subsequently convicted of a first
         degree misdemeanor or felony offense other than traffic offenses which
         do not result in an incarceration of Employee for a period greater than
         3 days.

                  (e) Upon termination by Employee.

                  A termination For Cause under this Section 7.1 shall be
effective upon the date set forth in a written notice of termination delivered
to Employee.

                  7.2 TERMINATION WITHOUT CAUSE. This Agreement and the
employment of the Employee may be terminated "Without Cause" as follows:

                  (a) By mutual agreement of the parties hereto.

                  (b) At the election of the Company by its giving not less than
         thirty (30) days prior written notice to Employee in the event of an
         illness or incapacity described in Article 5.1.

                  (c) Upon the removal of Employee from the office of Chief
         Financial Officer and Treasurer of the Company or in the event the
         Company fails to afford Employee the power and authority generally
         commensurate with the position of Chief Financial Officer and
         Treasurer.

                  (d) Upon Employee's death.

                  A termination Without Cause under Section 7.2(b) hereof shall
be effective upon the date set forth in a written notice of termination
delivered in accordance with the notice provisions of such sections. A
termination Without Cause under Sections 7.2(a) or (d) shall be automatically
effective upon the date of mutual agreement or the date of death of the
Employee, as the case may be. A termination Without Cause under Section 7.2(c)
shall be automatically effective upon the date such event takes place.



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                  7.3 EFFECT OF TERMINATION FOR CAUSE. If Employee's employment
is terminated "For Cause":

                  (a) Employee shall be entitled to accrued base salary under
         Section 3.1 hereof through the date of termination.

                  (b) Employee shall be entitled to accrued bonuses, if any,
         under Section 3.2 and benefits under Section 3.4 hereof through the
         date of termination.

                  (c) Employee shall be entitled to reimbursement for expenses
         accrued through the date of termination in accordance with the
         provisions of Section 4.1 hereof.

                  (d) All unvested Option Shares that may be granted by the
         Company under Section 3.3 hereof shall be forfeited.

                  (e) The Liquidation Event Payment under Section 3.5 hereof
         shall be forfeited.

                  (f) Except as provided in Article XI, this Agreement shall
         thereupon terminate and cease to be of any further force or effect.

                  7.4 EFFECT OF TERMINATION WITHOUT CAUSE. If Employee's
employment is terminated "Without Cause":

                  (a) Employee shall be entitled to the lesser of: (i) one (1)
         years base salary, or (ii) the base salary for the remaining Term of
         this Agreement, if the remaining Term is less than one (1) year.

                  (b) Employee shall be entitled to reimbursement for expenses
         accrued through the date of termination in accordance with the
         provisions of Section 4.1 hereof.

                  (c) Employee shall be entitled to receive all amounts, if any,
         of bonuses under Section 3.2 hereof through the period which is the
         lesser of : (i) one (1) year from the date of termination, or (ii) the
         remaining Term of this Agreement, if the remaining Term is less than
         one (1) year, which amounts shall be paid upon termination.

                  (d) Employee shall be entitled to receive all benefits as
         would have been awarded under Section 3.4 hereof through the period
         which is the lesser of: (i) one (1) year from the date of termination,





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         or (ii) the remaining Term of this Agreement, if the remaining Term is
         less than one (1) year, which benefits shall be awarded as and when the
         same would have been awarded under the Agreement had it not been
         terminated.

                  (e) All unvested Option Shares actually granted by the Company
         under Section 3.3 hereof shall immediately vest in full but such Option
         shares shall be subject to all other provisions of the Company's year
         2000 Stock Option Plan.

                  (f) The Liquidation Event Payment under Section 3.5 shall be
         paid within 30 days of such termination.

                  (g) Except as provided in Article XI, this Agreement shall
         thereupon terminate and cease to be of any further force or effect.

                                  ARTICLE VIII

                      NON-COMPETITION AND NON-INTERFERENCE

                  8.1 NONCOMPETITION; NONSOLICITATION. As an inducement to the
Company to execute this Agreement and in order to preserve the goodwill
associated with the business of the Company, its parent company and their
subsidiaries and in addition to and not in limitation of any covenants contained
in any agreements executed and delivered herewith, Employee hereby covenants and
agrees as follows:

                  (a) COVENANT NOT TO COMPETE. During the term of this Agreement
and for a period of two (2) years after the effective date of a Termination For
Cause, Employee will not directly or indirectly, within the Territory, act as an
officer, manager, executive, consultant, advisor or agent or controlling
shareholder, partner or member to any business or otherwise engage in any
business which is, in any respect, competitive, either directly or indirectly,
with the Business, as defined herein, nor shall employee become employed by such
a business in a capacity which would require Employee to carry out, in whole or
in part, either directly or indirectly, the duties Employee has performed or is
expected to perform for the Company or which are competitive in any respect with
the Business or otherwise engage in any practice the purpose of which is to
evade the provisions of this covenant not to compete or to commit any act which
adversely affects the Company, its parent company and their subsidiaries or
their business. For purposes of this Article VIII, the "Business" shall be
defined as creating, designing, developing, owning, leasing and/or operating
distributed learning and education business and other related businesses as are
being conducted by the Company (or such business as is under development) at the
time of such termination. For purposes of this Article VIII, the "Territory"
shall be defined as the United States of America.

                  (b) NONSOLICITATION; EMPLOYEES. Employee agrees that during
the Term of this Agreement and for two (2) years after the effective date of a





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Termination For Cause, Employee will not offer employment to any person who was
employed by the Company, its subsidiaries as of the effective date of a
Termination For Cause without the prior written consent of the Company.

                  (c) NONSOLICITATION; CUSTOMERS. Employee agrees that, during
the Term of this Agreement and for two (2) years after the effective date of a
Termination For Cause, Employee will not solicit customers or clients patients
of the Company, its parent company or their subsidiaries, with a view to
interfering or competing with the business of the Company, its parent company or
their subsidiaries or providing any product or service that is provided by the
Company, its parent company or their subsidiaries.

         Notwithstanding the foregoing, the restrictive covenants shall not
prohibit the ownership of securities of corporations which are listed on a
national securities exchange or traded in the national over-the-counter market
in an amount which shall not exceed 5% of the outstanding shares of any such
corporation. The parties agree that the Company may sell, assign or otherwise
transfer this covenant not to compete, in whole or in part, to any person,
corporation, firm or entity that purchases all or substantially all of the
Company's assets or stock. In the event a court of competent jurisdiction
determines that the provisions of the restrictive covenants are excessively
broad as to duration, geographical scope or activity, it is expressly agreed
that the restrictive covenants shall be construed so that the remaining
provisions shall not be affected, but shall remain in full force and effect, and
any such over broad provisions shall be deemed, without further action on the
part of any person, to be modified, amended and/or limited, but only to the
extent necessary to render the same valid and enforceable in such jurisdiction.

                  8.2. EQUITABLE RELIEF FOR VIOLATIONS. Employee agrees that the
provisions and restrictions contained in this Section are necessary to protect
the legitimate continuing interests of the Company, its parent company and their
subsidiaries and that any violation or breach of these provisions will result in
irreparable injury to the Company, its parent company and their subsidiaries for
which a remedy at law would be inadequate and that, in addition to any relief at
law which may be available to the Company, its parent company or their
subsidiaries for such violation or breach and regardless of any other provision
contained in this Agreement, the Company, its parent company and their
subsidiaries shall be entitled to injunctive and other equitable relief as a
court may grant after considering the intent of this Section.

                  8.3 SEVERABILITY. If any covenant or provision contained in
Article VIII is determined to be void or unenforceable in whole or in part, it
shall not be deemed to affect or impair the validity of any other covenant or
provision. If, in any arbitration or judicial proceeding, a tribunal shall
refuse to enforce all of the separate covenants deemed included in this Article
VIII, then such unenforceable covenants shall be deemed eliminated from the
provisions hereof for the purpose of such proceedings to the extent necessary to
permit the remaining separate covenants to be enforced in such proceedings.

                  8.4 EQUITABLE RELIEF FOR VIOLATIONS. Employee agrees that the
provisions and restrictions contained in this Section are necessary to protect
the legitimate continuing interests of the Company, its parent company and their
subsidiaries and that any violation or breach of these provisions will result in
irreparable injury to the Company, its parent company and their subsidiaries for
which a remedy at law would be inadequate and that, in addition to any relief at




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law which may be available to the Company, its parent company or their
subsidiaries for such violation or breach and regardless of any other provision
contained in this Agreement, the Company, its parent company and their
subsidiaries shall be entitled to injunctive and other equitable relief as a
court may grant after considering the intent of this Section.

                                   ARTICLE IX

                                 INDEMNIFICATION

                  9.1. INDEMNIFICATION. The Company shall to the full extent
permitted by law indemnify, defend and hold harmless Employee from and against
any and all claims, demands, liabilities, damages, losses and expenses
(including reasonable attorney's fees, court costs and disbursements) arising
out of the performance by him of his duties hereunder except in the case of his
willful misconduct and will carry reasonable directors and officers' insurance.

                                    ARTICLE X

                                  MISCELLANEOUS

                  10.1 NO WAIVERS. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver of any such
provision, nor prevent such party thereafter from enforcing such provision or
any other provision of this Agreement.

                  10.2 NOTICES. Any notice to be given to the Company and
Employee under the terms of this Agreement may be delivered personally, by
telecopy, telex or other form of written electronic transmission, or by
registered or certified mail, postage prepaid, and shall be addressed as
follows:

         IF TO THE COMPANY:               2710 Rew Circle
                                          Suite 100
                                          Ocoee, Florida  34761
                                          Attn:  Daniel J. Devine, President




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<PAGE>   15


         IF TO EMPLOYEE:                  516 Sabal Lake Drive
                                          #106
                                          Longwood, FL  32779

         Either party may hereafter notify the other in writing of any change in
address. Any notice shall be deemed duly given (i) when personally delivered,
(ii) when telecopied, telexed or transmitted by other form of written electronic
transmission (upon confirmation of receipt) or (iii) on the third day after it
is mailed by registered or certified mail, postage prepaid, as provided herein.

                  10.3 SEVERABILITY. The provisions of this Agreement are
severable and if any provision of this Agreement shall be held to be invalid or
otherwise unenforceable, in whole or in part, the remainder of the provisions,
or enforceable parts thereof, shall not be affected thereby.

                  10.4 SUCCESSORS AND ASSIGNS. The rights and obligations of the
Company under this Agreement shall inure to the benefit of and be binding upon
the successors and assigns of the Company, including the survivor upon any
merger, consolidation, share exchange or combination of the Company with any
other entity. Employee shall not have the right to assign, delegate or otherwise
transfer any duty or obligation to be performed by him hereunder to any person
or entity.

                  10.5 ENTIRE AGREEMENT. This Agreement supersedes all prior and
contemporaneous agreements and understandings between the parties hereto, oral
or written, and may not be modified or terminated orally. No modification,
termination or attempted waiver shall be valid unless in writing, signed by the
party against whom such modification, termination or waiver is sought to be
enforced. This Agreement was the subject of negotiation by the parties hereto
and their counsel. The parties agree that no prior drafts of this Agreement
shall be admissible as evidence (whether in any arbitration or court of law) in
any proceeding which involves the interpretation of any provisions of this
Agreement.

                  10.6 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Florida without
reference to the conflict of law principles thereof.

                  10.7 SECTION HEADINGS. The section headings contained herein
are for the purposes of convenience only and are not intended to define or limit
the contents of said sections.

                  10.8 FURTHER ASSURANCES. Each party hereto shall cooperate and
shall take such further action and shall execute and deliver such further
documents as may be reasonably requested by the other party in order to carry
out the provisions and purposes of this Agreement.





                                       15
<PAGE>   16


                  10.9 GENDER. Whenever the pronouns "he" or "his" are used
herein they shall also be deemed to mean "he" or "his" or "it" or "its" whenever
applicable. Words in the singular shall be read and construed as though in the
plural and words in the plural shall be read and construed as though in the
singular in all cases where they would so apply.

                  10.10 COUNTERPARTS. This Agreement may be executed in
counterparts, all of which taken together shall be deemed one original.


                                   ARTICLE XI

                                    SURVIVAL

                  11.1 SURVIVAL. The provisions of Articles VI, VII, VIII, and
X, of this Agreement shall survive the termination of this Agreement.




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

                                  Compass Knowledge Holdings, Inc.,
                                  a Florida Corporation,


                                  By:
                                        ---------------------------------------
                                  Title:
                                        ---------------------------------------

                                  EMPLOYEE


                                  ---------------------------------------------
                                  Tony Ruben




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