Employment Agreement

     EMPLOYMENT AGREEMENT
     --------------------

     THIS AGREEMENT (the "Agreement") effective the 23rd day of July 2002,
entered into by and between Mercedes Henze   ("Employee") and   INVICTA GROUP
INC.  A Nevada Corporation doing business as Don't Pay Full Fare ("the
Company"), with its principal place of business in Miami, Florida.


     The  Company  desires  to  employ  Employee  as its VICE PRESIDENT (VP) and
Employee  desires  to  be  so  employed  and;

     NOW,  THEREFORE,  the  parties  desire  to memorialize herein the terms and
conditions  of  Employee's employment.  In consideration of the mutual covenants
and  promises  contained  herein  and other good and valuable consideration, the
parties  hereby  acknowledge  the  receipt  and sufficiency of which hereto, the
parties  agree  as  follows:

     POSITION  &  DUTIES
     -------------------

     Employee  shall  serve  as  Vice President upon the terms set forth in this
Agreement.  Employee  shall  have the responsibilities inherent in this position
and  shall  report  to the Board of Directors of the Company, and Employee shall
perform  any  other  duties reasonably required by Company's Board of Directors.
The  primary  duties  are: implement corporate business plan, approve subsidiary
annual  biz  plans  and  financial  projections,  review  quarterly  and  annual
financials,  approve  mergers  and  acquisitions,  and increase corporate market
valuation.

     TERM  OF  EMPLOYMENT.
     --------------------

     Subject  to  the  provisions  of  this  Agreement,  the  term of Employee's
employment  under this Agreement ("Period of Employment") shall commence on July
23,  2002,  until  August  1,  2004  (the  "Initial Term").  Unless either party
elects to terminate this Agreement at the end of the initial or any renewal term
by  giving  the other party written notice of such election at least ninety (90)
days  before  the  expiration  of the then current term, this Agreement shall be
deemed to have been renewed for an additional term of one (1) year commencing on
the  day  after  the expiration of the then current term. Either party may elect
not  to renew this Agreement with or without cause, in which case this Section 2
shall  govern Employee's termination, and not Section 5. Upon expiration of this
Agreement  after  notice  of  non-renewal,  Company  shall  provide Employee all
compensation  and  benefits  to  which  Employee is entitled through the date of
termination  and  thereafter  Company's  obligation  hereunder  shall  cease.




     COMPENSATION  AND  BENEFITS.
     ---------------------------

     SALARY. The Company shall pay Employee an annual base salary of One Hundred
     ------
Twenty  thousand dollars ($120,000.00) during the term of Employee's employment,
payable in accordance with the Company's semi-monthly payroll disbursement cycle
("Base  Compensation").

Employee's  base  compensation  shall  be  reviewed each year during the term of
Employee's  employment,  provided  that  the  Company's performance criteria are
achieved  as  set  forth  by  the  Company  each  year.

EMPLOYEE shall be paid for Equity Funding (raised from referrals) equal to 5% of
funding:  $100,000  raised  results  into  $5,000.00  compensation  to employee.



     VACATION  AND  SICK LEAVE.     Employee will be entitled to  four (4) weeks
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of vacation, and sick leave equal to six (6) days per year, and 6 personal days.
Vacation  time,  personal days and sick leave shall not be accumulated after the
end  of  any year. Employee's use of vacation time shall be subject to the prior
approval  of the CEO of the Company.  Sick leave shall accumulate at the rate of
one  half  day  per  month.

     EXPENSES.     With  the  prior  approval  of  the  CEO,  the  Company shall
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reimburse  Employee  for  all expenses incurred in connection with her duties on
behalf  of  the  Company,  provided that Employee shall keep, and present to the
Company,  records  and  receipts  relating  to reimbursable expenses incurred by
Employee.  Such  records  and  receipts  shall  be maintained and presented in a
format, and with such regularity, as the Company reasonably may require in order
substantiating  the  Company's  right  to  claim  income tax deductions for such
expenses.

     BENEFITS.  Employee will be entitled to participate in the employee benefit
     --------
plans or programs of the Company, including medical and life insurance and ISOP,
to  the fullest extent possible, subject to the rules and regulations applicable
hereto  and to standard eligibility and vesting requirements of any coverage and
shall be furnished with other services and perquisites appropriate to Employee's
position.  Without  limiting  the generality of the foregoing, Employee shall be
entitled  to  the  following  benefits:

(a)     Comprehensive  medical  insurance  for  Employee  ;
(b)     Eye  insurance
(c)     Dental  insurance
(d)     Group  term  life  insurance  with  death  benefits equal to one hundred
        percent  (100%)  of  base  salary;
..









TERMINATION
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DUE TO DISABILITY
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(a)     If Employee becomes unable to perform the duties specified
hereunder due to partial or total disability  or incapacity resulting from a
mental or physical illness, injury or any other cause, Company will the payment
of Employee's base salary at its then current rate for a period of (4) weeks
following the date Employee is first unable to perform such duties due to such
disability or incapacity. Thereafter, Company shall have no obligation for base
salary, bonus or other compensation payments to Employee during the continuance
of such disability or incapacity. Company will continue to provide benefits to
Employee so long as Employee remains employed;


(b)     If  Employee  is unable to perform the duties specified hereunder due to
partial  or  total  disability or incapacity resulting from a mental or physical
illness, injury or any other cause for a period of TEN (10) consecutive weeks or
for  a cumulative period of SEVENTY (70) business days during any FIVE (5) month
period  ("Disability"), then, to the extent permitted by law, Company shall have
the  right  to terminate this Agreement thereafter, in which event Company shall
have  no  further  obligations  or  liabilities hereunder after the date of such
termination  except  Employee  will  be  deemed  disabled  and  eligible for the
payments  outlined  in paragraph 5.1(a).

EMPLOYEE  REPRESENTS  THAT  TO  THE BEST OF EMPLOYEE'S KNOWLEDGE EMPLOYEE HAS NO
MEDICAL CONDITION THAT COULD CAUSE PARTIAL OR TOTAL DISABILITY THAT WOULD RENDER
EMPLOYEE  UNABLE TO PERFORM THE DUTIES SPECIFIED IN THIS AGREEMENT OTHERWISE THE
BENEFITS  IN  PARAGRAPH  5.1(a)  SHALL  BE  NULL  AND  VOID.

     DUE  TO DEATH. If Employee dies during the period of employment, Employee's
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employment  with  Company shall terminate as of the end of the calendar month in
which  the  death  occurs.  Company  shall  have  no  obligation  to Employee or
Employee's estate for Base Compensation or other form of compensation or benefit
other  than  amounts  accrued  through  the  date of Employee's death, except as
otherwise  required  by  law  or  by  benefit plans provided at Company expense.

     In  the event of the termination of Employee's employment due to Employee's
death  or  Disability, Employee or Employee's legal representatives, as the case
may  be,  shall  be  entitled  to:

(a)     In the case of death, unpaid Base Compensation earned or accrued through
     Employee's  date  of  death  and  continued  Base Compensation at a rate in
effect  at  the  time  of  death, through the end of one (1) calendar year after
which  Employee's  death  occurs or the end of the employment term which ever is
the  lesser  amount;

(b)     Any  performance  or  special  incentive  bonus earned but not yet paid;

(c)     A pro rata performance bonus for the year in which employment terminates
     due to death or Disability based on the performance of Company for the year
during  which  such  termination  occurs  or,  if  performance  results  are not
available,  based  on the performance bonus paid to Employee for the prior year;
and

(d)     Any  other  compensation  and  benefits  to which Employee or Employee's
legal  representatives  may  be  entitled  under  applicable plans, programs and
agreements  of  Company  to  the  extent  permitted  under  the  terms  thereof,
including,  without limitation, life insurance as provided in Section 4.5 above.

     FOR  CAUSE.  Company  may terminate Employee's employment relationship with
     ----------
Company  at  any  time  and  with  ten  (10)  days  prior  notice  for  Cause.

(a)     For purposes of this Agreement, termination of employment of Employee by
     the  Company  for  cause  means  termination for the following reasons: (i)
frequent  and  unjustifiable  absenteeism,  other  than  solely  by  reason  of
Employee's  illness or physical or mental disability; (ii) failing to follow the
reasonable  instructions  of  the  President; (iii) proven dishonesty materially
injurious to the Company or to its business, operations, assets or condition (an
"Adverse Effect"); or gross violation of Company policy or procedure after being
warned,  notified,  or  Employee's acknowledged, gross or willful misconduct, or
willful  neglect  to act, which misconduct or neglect is committed or omitted by
Employee  in  bad  faith  and  had  an  Adverse  Effect;  and



(b)     Company  shall  have  no obligation to Employee for Base Compensation or
other  form  of  compensation  or benefits, except as otherwise required by law,
other  than  (a)  amounts  accrued  through  the  date  of  termination, and (b)
reimbursement  of  appropriately documented expenses incurred by Employee before
the  termination  of  employment,  to  the  extent that Employee would have been
entitled  to  such  reimbursement  but  for  the  termination  of  employment.

     TERMINATION  OBLIGATIONS.
     ------------------------

(a)     All tangible Company property shall be returned promptly to Company upon
     termination  of  the  Period  of  Employment;

(b)     All  benefits  to  which Employee is otherwise entitled shall cease upon
Employee's  termination, unless explicitly continued either under this Agreement
or  under  any  specific  written  policy  or  benefit  plan  of  Company;

(c)     Upon  termination  of the Period of Employment, Employee shall be deemed
to  have  resigned  from all offices and directorships then held with Company or
any  Affiliate;

(d)     Employee's  obligations  under  this  Section  5.5  on  Termination
Obligations,  Section  6  on  Confidentiality  and  Non-Disclosure, Section 8 on
Inventions,  Section  9  on Arbitration, and Section 11 on Non-Competition shall
survive  the  termination  of  the  Period  of  Employment and the expiration or
termination  of  this  Agreement;  and

(e)     Following  any  termination  of the Period of Employment, Employee shall
cooperate  fully with Company in all matters relating to completing pending work
on  behalf  of  Company  and  the orderly transfer of work to other employees of
Company.  Employee  shall also cooperate in the defense of any action brought by
any  third  party  against Company that relates in any way to Employee's acts or
omissions  while  employed  by  Company.

CONFIDENTIALITY AND NON-DISCLOSURE.
----------------------------------

     Employee agrees to abide by the terms of the Confidentiality and
Non-Disclosure Agreement, and proprietary information policies now in effect by
the Company or as may be established in the future.


COMPANY PROPERTY.
----------------

     All  products,  records, designs, patents, plans, data, manuals, brochures,
memoranda,  devices,  lists  and  other  property delivered to Employee by or on
behalf  of  the Company, all confidential information including, but not limited
to,  lists of potential customers, prices, and similar confidential materials or
information  respecting  the  business  affairs of the Company, such as hardware
manufacturers,  software  developers,  networks,  strategic  partners,  business
practices  regarding  technology  and  schedules,  legal  actions  and personnel
information,  and all records compiled by Employee which pertain to the business
of  the  Company,  and  all  rights, title and interest now existing or that may
exist  in  the  future  in  and  to  any intellectual property rights created by
Employee  for  the  Company,  in performing Employee's duties during the term of
this Agreement shall be and remain the property of the Company.  Employee agrees
to  execute and deliver at a future date any further documents that the Company,
determines  may  be necessary or desirable to perfect the Company's ownership in
any  intellectual  or  other  property  rights.

ARBITRATION.
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     ARBITRAL  CLAIMS.  To  the  fullest  extent  permitted by law, all disputes
     ----------------
between  Employee (and Employee's attorneys, successors and assigns) and Company
(and  its  Affiliates,  shareholders,  directors,  officers,  employees, agents,
successors,  attorneys  and  assigns) of any kind whatsoever, including, without
limitation, all disputes arising under this Agreement ("Arbitral Claims"), shall
be  resolved by arbitration. All persons and entities specified in the preceding
sentence  (other  than  Company  and  Employee)  shall be considered third-party
beneficiaries  of  the  rights  and  obligations  created  by  this  Section  on
Arbitration.  Arbitral  Claims  shall  include, but are not limited to, contract
(express  or  implied) and tort claims of all kinds, as well as all claims based
on any federal, state or local law, statute or regulation, excepting only claims
under applicable workers' compensation law and unemployment insurance claims. By
way  of  example  and  not in limitation of the foregoing, Arbitral Claims shall
include  any claims arising under Title VII of the Civil Rights Act of 1964, the
Age  Discrimination  in  Employment Act, the Americans with Disabilities Act and
the  Nevada  Fair  Employment  and  Housing  Act;

     PROCEDURE.  Arbitration  of Arbitral Claims shall be in accordance with the
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National  Rules  for  the  Resolution  of  Employment  Disputes  of the American
Arbitration  Association,  as  amended ("AAA Employment Rules"), as augmented in
this Agreement. Arbitration shall be initiated as provided by the AAA Employment
Rules,  although  the  written  notice to the other party initiating arbitration
shall also include a statement of the claim(s) asserted and the facts upon which
the  claim(s) are based. Arbitration shall be final and binding upon the parties
and  shall  be  the  exclusive  remedy  for  all  Arbitral  Claims.

      Either party may bring an action in court to compel arbitration under this
Agreement  and  to  enforce an arbitration award. Otherwise, neither party shall
initiate or prosecute any lawsuit or administrative action in any way related to
any  Arbitral  Claim.  Notwithstanding  the  foregoing, either party may, at its
option,  seek injunctive relief.   All arbitration hearings under this Agreement
shall  be  conducted  in  Las Vegas, Nevada.

THE  PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO
ARBITRABLE  CLAIMS, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO TRIAL BY JURY AS
TO  THE  MAKING,  EXISTENCE,  VALIDITY  OR  ENFORCEABILITY  OF  THE AGREEMENT TO
ARBITRATE;

     ARBITRATOR  SELECTION AND AUTHORITY. All disputes involving Arbitral Claims
     -----------------------------------
shall  be  decided  by  a single arbitrator. The arbitrator shall be selected by
mutual agreement of the parties within thirty (30) days of the effective date of
the  notice  initiating  the  arbitration.  If  the  parties  cannot agree on an
arbitrator,  then  the  complaining  party  shall  notify  the  AAA  and request
selection  of  an  arbitrator  in  accordance with the AAA Employment Rules. The
arbitrator  shall  have  authority to award equitable relief, damages, costs and
fees to the same extent that, but not greater than, a court would have. The fees
of the arbitrator shall be split between both parties equally, unless this would
render  this  Section of Arbitration unenforceable, in which case the arbitrator
shall apportion said fees so as to preserve enforceability. The arbitrator shall
have  exclusive  authority  to  resolve  all Arbitral Claims, including, but not
limited to, whether any particular claim is arbitral and whether all or any part
of  this  Agreement  is  void  or  unenforceable;

     CONTINUING  OBLIGATIONS. The rights and obligations of Employee and Company
     -----------------------
set  forth  in  this  Section  on  Arbitration  shall survive the termination of
Employee's  employment  and  the  expiration  of  this  Agreement.

     PRIOR  AGREEMENTS;  CONFLICTS  OF INTEREST. Employee represents to Company:
     ------------------------------------------
(a)  that  there  are  no  restrictions,  agreements  or understandings, oral or
written, to which Employee is a party or by which Employee is bound that prevent
or make unlawful Employee's execution or performance of this Agreement; (b) none
of  the  information  supplied  by  Employee to Company or any representative of
Company  or placement agency in connection with Employee's employment by Company
misstated  a  material  fact  or  omitted  information  necessary  to  make  the
information  supplied  not materially misleading; and (c) Employee does not have
any business or other relationship that creates a conflict between the interests
of  Employee  and  the  Company.






     NON-COMPETITION.  During  the  term  of  this Agreement Employee shall not:
     ---------------

     Start  employment  with,  offer consulting services to, or otherwise become
involved  in,  advise  or  participate on behalf of any other company, entity or
individual,  in  the  field  of  the  Company;  and

     Individually  or  through any agent, for Employee's benefit or on behalf of
any  other person or entity (i) solicit employees of the Company, to entice them
to  leave  the  Company; or (ii) solicit or induce and third party now or at any
time during the term of this Agreement who is providing services to the Company,
through  license,  contract,  partnership,  or  otherwise to terminate or reduce
their  relationships  with  the  Company.



MISCELLANEOUS  PROVISIONS.
-------------------------

     AUTHORITY.     Each  party  hereto represents and warrants that it has full
     ---------
power  and  authority to enter into this Agreement and to perform this Agreement
in  accordance  with  its  terms.

     GOVERNING LAW.  This Agreement shall be construed, interpreted and enforced
     -------------
in  accordance  with  the  laws  of  the  State  of  Florida.

     SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon, and inure to
     ----------------------
the  benefit of, the parties hereto and their respective successors and assigns.

     CAPTIONS.  The  captions  of  the  sections  of  this  Agreement  are  for
     --------
convenience of reference only and in no way define, limit or affect the scope or
substance  of  any  section  of  this  Agreement.

     SEVERABILITY.  In  the  event that any provision of this Agreement shall be
     ------------
invalid,  illegal  or  otherwise  unenforceable,  the  validity,  legality  and
enforceability  of  the  remaining  provisions  shall  in  no way be affected or
impaired  thereby.

     AMENDMENT.  This  Agreement  may be amended only in writing executed by the
     ---------
parties  hereto.

     ATTORNEY'S  FEES.  In  the event of a dispute the prevailing party shall be
     ----------------
entitled  to  be  reimbursed  for  its  legal  fees  by  the  other  party.

     FINALITY  OF  AGREEMENT.  The  document,  when  executed  by  the  parties,
     -----------------------
supersedes  all  other  agreements  of  the  parties with respect to the matters
discussed.

     IN  WITNESS  WHEREOF, the parties have executed this Agreement effective as
of  the  day  and  year  first  set  forth  above.

"EMPLOYEE"

     /s/ Mercedes Henze
     ___________________
     Mercedes Henze

INVICTA GROUP, INC

    /s/ William Forhan, Co-Chairman
By: _____________________________
     William Forhan, Co-Chairman