EXECUTIVE COMPENSATION AGREEMENT

     This Executive Compensation Agreement  ("Agreement") is made effective this
30th day of October 1997 by and between  Eurotronics  Holdings  Incorporated,  a
Utah  corporation  with principal  offices at 1130 John Anderson  Drive,  Ormand
Beach, Florida 32176 ("Eurotronics"), and Melvin Fields, the Company's president
and director ("Executive").

                                    PREMISES

     WHEREAS,  Executive has served as the Company's  president and director for
     approximately the past six months;

     WHEREAS,  Executive has not received any  compensation  for his services as
     president and director;

     WHEREAS,  Eurotronics  wishes to fully  compensate  Executive  for services
     Executive has performed and believes that issuing stock to Executive is the
     most appropriate method to do so;

                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the mutual promises,  covenants,  and
agreements contained herein, and for other good and valuable consideration,  the
receipt  and  adequacy  of  which is  expressly  acknowledged,  Eurotronics  and
Executive agree as follows:

1.  Services  Performed.  The parties  hereby  acknowledge  that  Executive  has
provided valuable services including conducting the day to day management of the
Company,  providing  long-term  business  planning for the  Company,  and having
responsibility  to conduct due diligence with respect to a planned merger of the
Company.

2.  Compensation.  As  consideration  for services  that have been  performed by
Executive,  Eurotronics  shall  issue to  Executive  one million  seven  hundred
thousand  (1,700,000)  shares of its  Class A Common  Stock,  par value  $0.0001
("Common  Stock").  The Common Stock shall be initially  registered under a Form
S-8 Registration  Statement to be filed by the Company.  Such compensation shall
be the exclusive  consideration  for all past consulting  services  performed by
Executive.

3. Confidential Information.  Executive agrees that certain information that may
have  been  disclosed  or  discovered  by  Executive  during  the  course of the
performance  of the  services  under  this  Agreement  is  secret,  unique,  and
valuable,  and was developed by Eurotronics at great cost and over a long period
of time.  Executive hereby agrees not to disclose such confidential  information
for a period of three (3) years from the date of  execution  of this  Agreement,
unless  expressly  authorized  by  Eurotronics  in  writing.  Executive  further
understands  and agrees that the breach of this  agreement  not to disclose will
cause irreparable injury to Eurotronics. Such breach will entitle Eurotronics to
pursue a remedy at law or in equity,  including  injunctive relief without proof
of actual damages,  or posting of a bond, for any damages  resulting  therefrom.
For the purpose of this Agreement,  confidential information includes but is not
limited to, the following:

         A.   Non-public financial information, accounting information, plans of
              operations,   and  information  related  to  possible  mergers  or
              acquisitions prior to any public announcement;

         B.   Memoranda,   notes,  or  records  concerning  technical  processes
              conducted by Eurotronics or any affiliated entity;

         C.   Proprietary technology, licenses and patents;

         D.   Sketches,  plans,  drawings  and other  confidential  research and
              development data;

         E.   Any other information that Executive knows is confidential or that
              a reasonable person in the position of Executive would have reason
              to believe is confidential.

4. All Prior  Agreements  Terminated.  This  Agreement  constitutes  the  entire
agreement and understanding  between the parties and supersedes and replaces all
proposals,  prior negotiations and agreements,  whether oral or written, between
the  parties  in  connection  with  the  subject  matter  contemplated  by  this
Agreement.  None of the parties shall be bound by any  conditions,  definitions,
warranties  or  representations  with  respect  to the  subject  matter  of this
Agreement other than as expressly provided in this Agreement, unless the parties
subsequently agree to modify or amend this Agreement in writing,  duly signed by
authorized representatives of the parties.
<PAGE>

5.  Release.  Executive  hereby  agrees  that the  compensation  to be  provided
hereunder constitutes full settlement of any claims Executive may have to unpaid
compensation for previously performed services.

6.   Miscellaneous

         A.   Authority.  The execution and  performance  of this Agreement have
              been duly  authorized  by all  requisite  corporate  action.  This
              Agreement  constitutes  a  valid  and  binding  obligation  of the
              parties.

         B.   Amendment.  This  Agreement  may be amended or modified only by an
              instrument in writing executed by the parties hereto.

         C.   Waiver.  No term of this Agreement shall be considered  waived and
              no breach  excused by either  party  unless such waiver is made in
              writing. No consent,  waiver or excuse by either party, express or
              implied, shall constitute a subsequent consent, waiver or excuse.

         D.   Assignment:

         (i)  The rights and obligations under this Agreement shall inure to the
              benefit of and shall be binding upon the successors and assigns of
              each of the  parties.  Neither  party  shall  have  the  right  to
              transfer  or assign  this  Agreement  without  the  prior  written
              consent of the other party.

         (ii) Nothing in this  Agreement,  expressed or implied,  is intended to
              confer  upon  any  person,   other  than  the  parties  and  their
              successors, any rights or remedies under this Agreement.

     E.  Notices.  Any notice or other  communication  required or  permitted by
         this Agreement must be in writing and may be given by personal delivery
         or by mail,  registered or certified,  return receipt requested,  or by
         overnight delivery service, or via facsimile (fax) transmission. Mailed
         notices  shall be addressed to the parties at the  addresses  appearing
         herein,  but each  party may change  its  address by written  notice in
         accordance with this paragraph.  Notices delivered  personally shall be
         deemed to be properly served as of the time of actual delivery;  mailed
         or otherwise  transmitted  notices shall be deemed properly served upon
         receipt.

              (i) In the case of Eurotronics to:

                  Eurotronics Holdings Incorporated
                  1130 John Anderson Drive
                  Ormond Beach, Florida 32176
                  (904) 441-1031
                  (904) 441-1035 (fax)

              (ii)In the Case of Executive to:

                  Melvin Fields c/o Eurotronics Holdings Incorporated
                  1130 John Anderson Drive
                  Ormond Beach, Florida 32176
                  (904) 441-1031
                  (904) 441-1035 (fax)

         or to such  other  person or address  designated  in writing to receive
         notice.

     F.  Headings and Captions.  The headings of paragraphs are included  solely
         for convenience.  If a conflict exists between any heading and the text
         of this Agreement, the text shall control.

     G.  Effect of Partial Invalidity.  In the event that any one or more of the
         provisions  contained in this Agreement shall for any reason be held to
         be invalid,  illegal, or unenforceable in any respect, such invalidity,
         illegality or unenforceability shall not affect any other provisions of
         this Agreement,  but this Agreement shall be constructed as if it never
         contained any such invalid, illegal or unenforceable provisions.
<PAGE>
     H.  Controlling   Law  and  Venue.   The  validity,   interpretation,   and
         performance  of this  Agreement  shall be  governed  by the laws of the
         State of Utah,  without  regard to its law on the conflict of laws. Any
         dispute  arising out of this  Agreement  shall be brought in a court of
         competent  jurisdiction in Salt Lake County, State of Utah. The parties
         exclude any and all  statutes,  laws and treaties  which would allow or
         require any dispute to be decided in another forum or by other rules of
         decision than provided in this Agreement.

     I.  Arbitration. Any dispute arising under this Agreement shall be resolved
         through a mediation-arbitration approach. The parties agree to mutually
         select a neutral  third party to help them mediate any dispute.  If the
         mediation is unsuccessful,  the parties agree that the dispute shall be
         decided  by binding  arbitration  in  accordance  with the rules of the
         American Arbitration Association then controlling. The site of any such
         mediation or arbitration shall be in Salt Lake County, State of Utah.

     J.  Attorney's Fees. If any action at law or in equity, including an action
         for  declaratory  relief,  is  brought  to  enforce  or  interpret  the
         provisions of this Agreement, the prevailing party shall be entitled to
         recover actual  attorney's  fees, court costs, and other costs incurred
         in  proceeding  with the action from the other  party.  The  attorney's
         fees,  court costs or other  costs,  may be ordered by the court in its
         decision of any action  described in this  paragraph or may be enforced
         in a separate action brought for  determining  attorney's  fees,  court
         costs,  or other costs.  Should either party be represented by in-house
         counsel,  all  parties  agree that party may  recover  attorney's  fees
         incurred by that in-house counsel in an amount equal to that attorney's
         normal fees for similar matters,  or, should that attorney not normally
         charge a fee, by the prevailing  rate charged by attorneys with similar
         background in that legal community.

     K.  Mutual Cooperation.  The parties hereto shall cooperate with each other
         to achieve the purpose of this Agreement,  and shall execute such other
         and further documents and take such other and further actions as may be
         necessary or convenient to effect the transactions described herein.

     L.  No Third Party  Beneficiary.  Nothing in this  Agreement,  expressed or
         implied, is intended to confer upon any person,  other than the parties
         hereto and their appropriate  successors,  any rights or remedies under
         or by reason of this  Agreement,  unless  this  Agreement  specifically
         states such intent.

     M.  Facsimile  Counterparts.  If a party signs this Agreement and transmits
         an electronic  facsimile of the signature page to the other party,  the
         party  who  receives  the  transmission  may rely  upon the  electronic
         facsimile as a signed original of this Agreement.


     IN WITNESS  WHEREOF,  this  Agreement  was duly  executed  this 30th day of
October 1997.


Eurotronics Holdings Incorporated                   Executive



 /s/ Gerald Curtis                                  /s/ Melvin Fields
By: Gerald Curtis, Director                           Melvin Fields