Exhibit 10.1



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

     THIS  EMPLOYMENT  AGREEMENT (the "Agreement") entered into as of this _____
day of October, 2001 by and between NEXGEN VISION, INC., a corporation organized
under  the  laws  of  Delaware  (the  "Company")  and  Gary  T.  Lafferty  (the
"Employee").

     WHEREAS,  in  its  business, the Company has acquired and developed certain
trade secrets, including but not limited to proprietary processes, sales methods
and  techniques,  and other like confidential business and technical information
including  but  not limited to technical information, design systems, methods of
manufacturing and refurbishing optical equipment, pricing methods, pricing rates
or  discounts,  process,  procedure,  formula,  design  of  computer software or
improvement of any portion or phase thereof, whether patented or not, that is of
any  value  whatsoever to the Company, as well as certain unpatented information
relating  to the Company's Services, as defined, information concerning proposed
new  Services,  market  feasibility  studies,  proposed  or  existing  marketing
techniques  or  plans  (whether  developed  or produced by the Company or by any
other  entity  for  the  Company), other Confidential Information, as defined by
Section 8, and information about the Company's employees, consultants, officers,
and  directors, which necessarily will be communicated to the Employee by reason
of  his  employment  by  the  Company;  and

     WHEREAS,  the  Company  has  strong  and  legitimate  business interests in
preserving  and protecting its investment in the Employee, its trade secrets and
Confidential  Information, and its substantial relationships with suppliers, and
Customers,  as  defined,  actual  and  prospective;  and

                  (Company) _____ Page 1 of 21 (Employee)_____

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     WHEREAS,  the  Company  desires  to  preserve  and  protect  its legitimate
business interests further by restricting competitive activities of the Employee
during  the term of employment and following (for a reasonable time) termination
of  employment;  and

     WHEREAS,  the  Company  desires  to  employ  the Employee and to ensure the
continued  availability  to  the  Company  of  the  Employee's services, and the
Employee is willing to accept such employment and render such services, all upon
and  subject  to  the  terms  and  conditions  contained  in  this  Agreement;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
set  forth in this Agreement, and intending to be legally bound, the Company and
the  Employee  agree  as  follows:

     1.  REPRESENTATIONS  AND  WARRANTIES.  The  Employee  hereby represents and
         --------------------------------
warrants  to  the  Company  that  he  (i)  is  not  subject  to  any  written
nonsolicitation  or  noncompetition  agreement affecting his employment with the
Company (other than any prior agreement with the Company or any affiliate), (ii)
is  not subject to any written confidentiality or nonuse/nondisclosure agreement
affecting  his  employment with the Company (other than any prior agreement with
the  Company  or  any  affiliate), and (iii) has brought to the Company no trade
secrets,  confidential  business  information,  documents,  or  other  personal
property  of  a  prior  employer.

                  (Company) _____ Page 2 of 21 (Employee)_____

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

          (a)  Term.  The  Company hereby employs the Employee, and the Employee
               -----
hereby  accepts  employment with the Company for a period commencing on the date
of  this  Agreement  and ending three years from the date of this Agreement (the
"Term"),  automatically  renewable  for  additional one-year terms unless either
party  gives  the  other  at  least  30  days  written  notice.

          (b)  Continuing Effect. Notwithstanding any termination of employment,
               ------------------
at  the  end  of the term or otherwise, the provisions of Sections 7 and 8 shall
remain in full force and effect and the provisions of Section 8 shall be binding
upon  the  legal  representatives,  successors  and  assigns  of  the  Employee.


     3.  DUTIES.

          (a)  General  Duties.  The  Employee  shall  serve  as Chairman of the
               ----------------
Company,  with duties and responsibilities that are customary for such position.
The Employee shall report to the board of directors.  The Employee shall use his
best  efforts  to perform his duties and discharge his responsibilities pursuant
to  this  Agreement  competently,  carefully  and  faithfully.

          (b)  Devotion  of  Time.  The  Employee  shall devote all of his time,
               -------------------
attention  and  energies  during  normal business hours (exclusive of periods of

                  (Company) _____ Page 3 of 21 (Employee)_____

<PAGE>

sickness  and disability and of such normal holiday and vacation periods as have
been  established  by  the Company) to the affairs of the Company.  The Employee
shall not enter the employ of or serve as a consultant to, or in any way perform
any  services  with  or  without compensation to, any other persons, business or
organization without the prior consent of the board of directors of the Company.
Notwithstanding  the  above, the Employee shall be permitted to devote a limited
amount  of his time without compensation, to professional, charitable or similar
organizations.

          (c) Location of Office. The Employee's principal business office shall
              -------------------
be  at the Company's offices in Cumming, GA, as it may change from time to time.
However,  the  Employee's job responsibilities shall include all business travel
necessary  to  the  performance  of  his  job.

          (d)  Adherence  to  Inside  Information  Policies.  The  Employee
              ---------------------------------------------
acknowledges  that  the  Company  intends  in the future to become publicly-held
whether  directly or through an affiliate, successor, subsidiary, an acquisition
or  a  merger,  and  as  a  result,  shall implement inside information policies
designed  to preclude its employees and those of its subsidiaries from violating
the  federal  securities  laws by trading on material, non-public information or
passing such information on to others in breach of any duty owed to the Company,
or any third party. The Employee shall promptly execute any agreements generally
distributed  by the Company or any successor thereto, to its employees requiring
such  employees  to  abide  by  it's  inside  information  policies.

                  (Company) _____ Page 4 of 21 (Employee)_____

<PAGE>
     4.   COMPENSATION  AND  EXPENSES.
          ----------------------------

          (a) Salary. For the services of the Employee to be rendered under this
              -------
Agreement,  the  Company  shall pay the Employee an annual salary of One Hundred
Eighty  Thousand  Dollars  and  00/100  Dollars  ($180,000.00)  during the Term,
payable  in  accordance  with  the  Company's  normal  payroll  practices.

          (b)  Expenses.  In  addition  to any compensation received pursuant to
               ---------
Section  4(a)  the  Company shall reimburse or advance funds to the Employee for
all  reasonable  travel,  entertainment  and  miscellaneous expenses incurred in
connection  with  the  performance  of his duties under this Agreement, provided
that the Employee properly provides a written accounting of such expenses to the
Company  in  accordance  with  the  Company's  practices.  Such reimbursement or
advances shall be made in accordance with policies and procedures of the Company
in  effect  from  time  to  time  relating  to  reimbursement  of or advances to
Employees.

     5.   BENEFITS.
          ---------

          (a)  Vacation  and  Sick  Days. The Employee shall be entitled to four
               --------------------------
weeks  of vacation without loss of compensation or other benefits to which he is
entitled  under  this  Agreement,  to be taken at such times as the Employee may
select  and  the  affairs of the Company may permit.  The Employee shall also be
entitled  to  five  paid  sick  days  per  calendar  year.

          (b) Employee Benefit Programs. The Employee is entitled to participate
              --------------------------
in  any pension, 401(k), insurance or other employee benefit plan that is or may


                  (Company) _____ Page 5 of 21 (Employee)_____

<PAGE>
be maintained in the future by the Company for its employees, including programs
of  life  and  medical  insurance  and  reimbursement  of  membership  fees  in
professional  organizations.

          (c)  Insurance.  The  Company  shall pay the premiums on the Company's
               ----------
medical  insurance  policy  covering  Employee and Employee's dependants, if any
such  Company  policy exists.  If such a policy does not exist, the Company will
implement  one.  In the absence of a policy, the Company shall pay premiums when
due  for  medical  insurance selected by the Employee in his discretion covering
the  Employee  and  the  Employee's  dependents  until  a Company policy exists.

          (d)  Automobile.  The  Company  shall  pay  the Employee an automobile
allowance  of  (i)  $750.00  per  month, and (ii) the cost of insurance for such
automobile.

     6.   TERMINATION.
          ------------

          (a)  General  Provisions.  The  Company  may  terminate the Employee's
               --------------------
employment  for Cause (as defined below) pursuant to the terms of this Agreement
at  any  time  upon  the  giving  of notice. On or before the termination of his
employment or prior to receiving any final compensation or expenses due him, the
Employee  shall  (i)  return  to the Company's principal executive offices, (ii)
participate  in an exit interview, and (iii) execute a Certificate of Conclusion
of  Employment,  certifying  that  he  has  complied  with  his  obligations and
acknowledging  his  continuing  obligations  under  this  Agreement.

                  (Company) _____ Page 6 of 21 (Employee)_____

<PAGE>

          (b)  Termination  for  Cause. The Company may terminate the Employee's
               -----------------------
employment  pursuant  to  the  terms of this Agreement at any time for Cause (as
defined  below)  by  giving written notice of termination.  For purposes of this
Section  6(b),  "cause"  shall  mean:  (i) the Employee is convicted of a felony
which  is  related  to the Employee's employment or the business of the Company;
(ii)  the  Employee,  in  carrying out his duties hereunder, has been found in a
civil  action  to  have  committed  gross  negligence  or intentional misconduct
resulting,  in  either  case,  in  material  harm  to  the Company; or (iii) the
Employee  has  been  found  in  a  civil  action to have materially breached any
provision  of  Section  6  or  Section 7 and to have caused material harm to the
Company.  The  term  "found in a civil action" shall not apply until all appeals
permissible  under  the  applicable  rules  of  procedure  or statutes have been
determined  and  no  further  appeals  are  permissible.

          (c)  Death  or  Disability.  Except  as  otherwise  provided  in  this
               ---------------------
Agreement,  it  shall  automatically terminate without act by any party upon the
death,  or  disability  of  the  Employee.  For  purposes  of this Section 6(c),
"disability" shall mean that for a period of 45 consecutive days or 90 aggregate
days  in  any  12-month  period,  the  Employee  is  incapable  of substantially
fulfilling  the  duties  set  forth  in Section 3 because of physical, mental or
emotional incapacity resulting from injury, sickness or disease. In the event of
death  of  the  Employee, the Employee's estate shall receive any unpaid, earned
compensation  due  the  Employee  and  this  Agreement  shall  terminate.

                  (Company) _____ Page 7 of 21 (Employee)_____
<PAGE>

          (d)  Company  Shares  of  the  Employee.  If the Employee shall own or
               ----------------------------------
have  a  beneficial interest in shares of the Company's common stock at the time
of  termination,  then  the  Company  shall  undertake  the  following  action:

               (i) If the Company's stock is not publicly traded, then within 60
days  after  any  termination hereunder, the Company shall repurchase any shares
which the Employee shall own or in which he has a beneficial interest. The price
to be paid by the Company for such shares of common stock shall be determined by
an  independent accounting firm reasonably acceptable to both parties, which has
offices in Miami-Dade, Broward or Palm Beach Counties, State of Florida, and has
the requisite experience in determining the fair value of common shares of stock
of  privately-held  companies.

               (ii)     If the Company's common stock is publicly traded, and if
the  shares  of  the  Company's  stock  owned  or  in  which  the Employee has a
beneficial  interest,  are  restricted  securities, then the Company shall, upon
Employee's  request,  advise  its  transfer  agent  to rely on any legal opinion
secured  by  the Employee, which states that any sale has complied with Rule 144
promulgated  under  the  Securities  Act  of  1933.

          (e)  SpecialTermination.  In  the  event  that  (i)  the  Employee,
               -------------------
with  or  without  change  in  title or formal corporate action, shall no longer
exercise  all  of  the  duties  and responsibilities and shall no longer possess
substantially  all  the  authority  set  forth  in  Section  3; (ii) the Company

                  (Company) _____ Page 8 of 21 (Employee)_____

<PAGE>

materially  breaches  this  Agreement  or  the  performance  of  its  duties and
obligations  hereunder;  or  (iii)  any  entity  or  person not now an employee,
officer  or  director of the Company becomes either individually or as part of a
group  the  beneficial  owner  of 30% or more of the Company's common stock, the
Employee,  by  written  notice  to the Company, may elect to deem his employment
hereunder  to  have been terminated by the Company without cause, in which event
the  Employee shall be entitled at the time of termination to compensation equal
to an amount of three years salary under Section 4(a) above and benefits payable
pursuant  to  Section  5  herein  for  such  three  year  period.

     7.   NON-COMPETITION  AGREEMENT.
          ---------------------------

          (a)  Competition with the Company. Until termination of his employment
               ----------------------------
and  for  a  period  of  12  months  commencing  on the date of termination, the
Employee,  directly  or  indirectly or, in association with or as a stockholder,
director,  officer,  consultant,  employee,  partner,  joint venturer, member or
otherwise  of or through any person, firm, corporation, partnership, association
or  other  entity (any of the foregoing defined as an "Affiliated Entity") shall
not  be  employed  by  or otherwise provide services to an entity which competes
with  the  Company or its affiliates, within any metropolitan area in the United
States  or  elsewhere  in  which  the  Company  or  any  of its subsidiaries, as
applicable  is  then  engaged  in  the offer and sale of competitive products or
services.  In  addition,  the Employee may not, directly or indirectly including
through  any  Affiliated  Entity, obtain employment with or perform services for
any  Customer,  as  defined,  of  the Company or any affiliate during the period
commencing  on  the date of termination and continuing for 12 months thereafter;
provided,  however, the foregoing provisions shall not prevent the Employee from
 -------   --------
accepting  employment  with  an  enterprise  engaged  in  two  or  more lines of
business,  one  of  which  is the same or similar to the Company's business (the

                  (Company) _____ Page 9 of 21 (Employee)_____

<PAGE>

"Prohibited  Business") if the Employee's employment is totally unrelated to the
Prohibited  Business  and  if  a  Customer,  the Customer does not terminate its
agreements  with the Company; provided, further the foregoing shall not prohibit
                              --------  -------
Employee  from  owning  up  to  5%  of  the  securities  of  any publicly-traded
enterprise  provided  the  Employee  is  not  an  employee,  director,  officer,
consultant  to  such enterprise or otherwise reimbursed for services rendered to
such  enterprise.

          (b)  Solicitation  of  Customers  and Employees. During the periods in
               ------------------------------------------
which  the provisions of Section 7 shall be in effect, the Employee, directly or
indirectly in association with or as or through any Affiliated Entity, shall not
seek  Prohibited  Business from any Customer (as defined below) on behalf of any
enterprise  or  business  other than the Company, refer Prohibited Business from
any  Customer  to  any  enterprise  or business other than the Company,  receive
commissions based on sales or otherwise relating to the Prohibited Business from
any  Customer,  or any enterprise or business other than the Company, solicit or
attempt  to  induce any employee of the Company to become employed by, or engage
in  any  business  with, any Affiliated Entity or cause or permit any Affiliated
Entity  to  hire,  or engage in business with, any Customer of the Company.  The
hiring  by an Affiliated Entity of, or the engaging by such Affiliated Entity of
any  business  with,  any  employee  of  the Company shall create an irrebutable
presumption  that  the  Employee  caused or permitted the hiring or the business
relationship.  For  purposes of this Section 7(b), the term "Customer" means any
person, firm, corporation, partnership, association or other entity to which the
Company  or  any of its affiliates sold or provided goods or services during the
12  month  period prior to the time at which any determination is required to be
made  as to whether any such person, firm, corporation, partnership, association

                  (Company) _____ Page 10 of 21 (Employee)_____

<PAGE>

or  other  entity  is  a  Customer.

          (c)  No Payment. The Employee acknowledges and agrees that no separate
               -----------
or additional payment will be required to be made to him in consideration of his
undertakings  in  this  Section.

     8.   NON-DISCLOSURE  OF  CONFIDENTIAL  INFORMATION.
          ----------------------------------------------

          (a)  Confidential  Information. Confidential Information includes, but
               --------------------------
is  not  limited  to,  trade secrets as defined by the common law and statute in
Florida  or  any  future  Florida  statute,  processes,  policies,  procedures,
techniques  including  recruiting  techniques,  designs,  drawings,  know-how,
know-how,  technical  information,  specifications, computer software and source
code,  information  and  data  relating  to  the development, research, testing,
costs,  marketing  and  uses  of the Services (as defined herein), the Company's
budgets  and  strategic  plans, and the identity and special needs of Customers,
databases,  data,  all technology relating to the Company's businesses, systems,
methods  of  operation,  client  or  Customer  lists,  Customer  information,
solicitation leads, marketing and advertising materials, methods and manuals and
forms,  all  of  which  pertain  to the activities or operations of the Company,
names,  home  addresses  and  all  telephone numbers and e-mail addresses of the
Company's  employees, former employees, clients and former clients. In addition,
Confidential  Information  also  includes  the  identity  of  Customers  and the
identity  of  and  telephone  numbers,  e-mail  addresses and other addresses of
employees  or  agents  of  Customers who are the persons with whom the Company's
employees  and  agents  communicate  in  the  ordinary  course  of business. For
purposes  of  this  Agreement,  the  following  will not constitute Confidential

                  (Company) _____ Page 11 of 21 (Employee)_____

<PAGE>

Information (i) information which is or subsequently becomes generally available
to  the public through no act of the Employee, (ii) information set forth in the
written  records  of  the  Employee prior to disclosure to the Employee by or on
behalf of the Company which information is given to the Company in writing as of
or  prior to the date of this Agreement, and (iii) information which is lawfully
obtained by the Employee in writing from a third party (excluding any affiliates
of  the  Employee)  who  did  not acquire such confidential information or trade
secret,  directly  or  indirectly,  from  the  Employee  or the Company. As used
herein,  the term "Services" shall include manufacturing or refurbishing optical
equipment,  setting  up and/or designing labs for optical businesses, consulting
with  and  for  the  optical  industry  and  any  other optical industry related
activities  engaged  or  planned,  proposed  or developed during the Term of the
Employee's  employment.

          (b)  Legitimate  Business  Interests. The Employee recognizes that the
               --------------------------------
Company  has  legitimate business interests to protect and as a consequence, the
Employee  agrees  to  the  restrictions contained in this Agreement because they
further  the  Company's legitimate business interests. These legitimate business
interests  include,  but  are  not  limited  to (i) trade secrets; (ii) valuable
confidential  business  or  professional  information  that  otherwise  does not
qualify  as  trade  secrets  including  all  Confidential  Information;  (iii)
substantial  relationships  with  specific  prospective or existing Customers or
clients;  (iv)  customer  or  client  goodwill  associated  with  the  Company's
business;  and  (v)  specialized  training relating to the Company's technology,
methods  and  procedures.

          (c) Confidentiality. For a period of three years following termination
              ----------------
                  (Company) _____ Page 12 of 21 (Employee)_____

<PAGE>
of  employment,  or  as otherwise required by client privilege, the Confidential
Information  shall be held by the Employee in the strictest confidence and shall
not,  without  the  prior  written  consent  of the Company, be disclosed to any
person  other  than in connection with the Employee's employment by the Company.
The  Employee  further  acknowledges  that  such  Confidential Information as is
acquired  and  used  by the Company or its affiliates is a special, valuable and
unique  asset.  The Employee shall exercise all due and diligence precautions to
protect  the  integrity of the Company's Confidential Information and to keep it
confidential  whether  it  is  in written form, on electronic media or oral. The
Employee  shall  not  copy  any  Confidential  Information  except to the extent
necessary  to  his  employment nor remove any Confidential Information or copies
thereof  from  the  Company's  premises  except  to  the extent necessary to his
employment  and  then  only with the authorization of an officer of the Company.
All records, files, materials and other Confidential Information obtained by the
Employee  in  the course of his employment with the Company are confidential and
proprietary  and  shall  remain  the  exclusive  property  of the Company or its
customers, as the case may be. The Employee shall not, except in connection with
and  as  required by his performance of his duties under this Agreement, for any
reason use for his own benefit or the benefit of any person or entity with which
he  may  be  associated  or  disclose  any  such Confidential Information to any
person, firm, corporation, association or other entity for any reason or purpose
whatsoever  without  the  prior  written  consent  of  an officer of the Company
(excluding  the  Employee,  if  applicable).

          (d)  References  to  the  Company  in this Section 8 shall include the
Company's  affiliates,  subsidiaries  and  successors  if  any.

                  (Company) _____ Page 13 of 21 (Employee)_____

<PAGE>

     9.   EQUITABLE  RELIEF.
          ------------------

          (a)  Injunction.  The  Company  and  the  Employee  recognize that the
               ----------
services to be rendered under this Agreement by the Employee are special, unique
and  of  extraordinary  character,  and  that  in the event of the breach by the
Employee of the terms and conditions of this Agreement or if the Employee, shall
cease  to  be  an  employee of the Company for any reason and take any action in
violation  of  Section  7  and/or  Section  8,  the Company shall be entitled to
institute  and  prosecute  proceedings  in  any  court of competent jurisdiction
referred  to  in  Section  9(b) below, to enjoin the Employee from breaching the
provisions  of  Section 7 or Section 8. In such action, the Company shall not be
required to plead or prove irreparable harm or lack of an adequate remedy at law
or  post  a  bond  or  any  security.

          (b)  Exclusive  Jurisdiction and Venue. Any action, suit or proceeding
               ---------------------------------
arising  out  of under or in connection with this Agreement whether, brought for
equitable  relief  or  money damages shall be brought in either state or federal
court  in  Miami-Dade  County,  Florida and no other forum. The Employee and the
Company irrevocably and unconditionally submit to the exclusive jurisdiction and
venue  of  such  courts and agree to take any and all future action necessary to
submit  to  the  jurisdiction  of  such  courts.  The  Employee  and the Company
irrevocably  waive  any  objection  that  they now have or hereafter irrevocably
waive  any  objection  that they now have or hereafter may have to the laying of
venue  of  any  suit, action or proceeding brought in any such court and further
irrevocably  waive any claim that any such suit, action or proceeding brought in
any such court has been brought in an inconvenient forum. Final judgment against
the  Employee  or  the  Company  in any such suit shall be conclusive and may be
enforced  in  other  jurisdictions  by suit on the judgment, a certified or true

                  (Company) _____ Page 14 of 21 (Employee)_____
<PAGE>
copy  of  which  shall  be conclusive evidence of the fact and the amount of any
liability  of  the  Employee or the Company therein described, or by appropriate
proceedings  under  any  applicable  treaty  or  otherwise.

     10.  CONFLICTS  OF  INTEREST.  While  employed by the Company, the Employee
          ----------------------
shall  not,  directly or indirectly, unless approved in writing by the Chairman:

          (a)  participate  as  an  individual  in  any  way  in the benefits of
transactions  with  any  of  the  Company's  suppliers  or Customers, including,
without  limitation,  having  a financial interest in the Company's suppliers or
Customers, or making loans to, or receiving loans, from, the Company's suppliers
or  Customers;

          (b)  realize  a personal gain or advantage from a transaction in which
the  Company  has an interest or use information obtained in connection with the
Employee's  employment with the Company for the Employee's personal advantage or
gain;  or

          (c)  accept  any  offer  to  serve  as  an officer, director, partner,
consultant,  manager  with,  or  to  be employed in a technical capacity by, any
person  or  entity  which  does  business  with  the  Company.

          (d)  As  used in Section 10(a), (b) and (c), the Company also includes
its  affiliates,  subsidiaries  and  successors,  if  any.

                  (Company) _____ Page 15 of 21 (Employee)_____
<PAGE>

     11.  INVENTIONS,  IDEAS,  PROCESSES,  AND  DESIGNS.  All inventions, ideas,
          -------------------------------------------
processes,  programs,  software,  and  designs  (including all improvements) (i)
conceived  or  made by the Employee during the course of his employment with the
Company  (whether  or  not actually conceived during regular business hours) and
for  a  period of six months subsequent to the termination or expiration of such
employment  with  the  Company  and (ii) related to the business of the Company,
shall  be disclosed in writing promptly to the Company and shall be the sole and
exclusive  property  of  the  Company.  An  invention,  idea,  process, program,
software,  or  design  including  an improvement) shall be deemed related to the
business  of  the  Company  if  (a)  it  was  made with the Company's equipment,
supplies,  facilities,  or  Confidential  Information,  (b)  results  from  work
performed  by  the  Employee  for  the  Company,  or (c) pertains to the current
business  or  demonstrably  anticipated  research  or  development  work  of the
Company.  The Employee shall cooperate with the Company and its attorneys in the
preparation of patent and copyright applications for such developments and, upon
request,  shall  promptly  assign  all  such  inventions,  ideas, processes, and
designs  to the Company. The decision to file for patent or copyright protection
or  to  maintain  such  development  as  a  trade  secret  shall  be in the sole
discretion of the Company, and the Employee shall be bound by such decision. The
Employee  shall  provide  as a schedule to this Employment Agreement, a complete
list  of  all  inventions,  ideas,  processes,  and designs, if any, patented or
unpatented, copyrighted or non-copyrighted, including a brief description, which
he  made  or  conceived  prior  to  his  employment  with  the Company and which
therefore  are  excluded  from  the  scope  of  this  Agreement.

     12.  INDEBTEDNESS.  If,  during  the  course  of  the Employee's employment
          -------------
under  this  Agreement,  the  Employee  becomes  indebted to the Company for any
reason,  the  Company  may,  if it so elects, set off any sum due to the Company

                  (Company) _____ Page 16 of 21 (Employee)_____
<PAGE>
from  the  Employee  and  collect  any  remaining  balance  from  the  Employee.


     13.  ASSIGNABILITY.  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, provided that such successor or assign shall acquire all
or  substantially  all of the securities (via merger or otherwise) or assets and
business  of  the  Company.  The  Employee's  obligations  hereunder  may not be
assigned  or  alienated  and  any attempt to do so by the Employee will be void.

     14.  SEVERABILITY.
          -------------

          (a)  The  Employee  expressly  agrees that the character, duration and
geographical scope of the non-competition provisions set forth in this Agreement
are  reasonable  in light of the circumstances as they exist on the date hereof.
Should  a  decision,  however,  be  made at a later date by a court of competent
jurisdiction  that  the  character,  duration  or  geographical  scope  of  such
provisions  is  unreasonable,  then it is the intention and the agreement of the
Employee  and the Company that this Agreement shall be construed by the court in
such  a  manner  as  to impose only those restrictions on the Employee's conduct
that  are  reasonable  in the light of the circumstances and as are necessary to
assure  to  the  Company  the  benefits  of  this Agreement. If, in any judicial
proceeding, a court shall refuse to enforce all of the separate covenants deemed
included herein because taken together they are more extensive than necessary to

                  (Company) _____ Page 17 of 21 (Employee)_____
<PAGE>
assure  to  the Company the intended benefits of this Agreement, it is expressly
understood  and  agreed  by  the  parties  hereto  that  the  provisions of this
Agreement that, if eliminated, would permit the remaining separate provisions to
be  enforced  in such proceeding shall be deemed eliminated, for the purposes of
such  proceeding,  from  this  Agreement.

          (b)  If  any  provision  of  this  Agreement otherwise is deemed to be
invalid  or  unenforceable  or  is  prohibited  by  the  laws  of  the  state or
jurisdiction  where  it  is  to be performed, this Agreement shall be considered
divisible  as  to such provision and such provision shall be inoperative in such
state  or  jurisdiction  and  shall not be part of the consideration moving from
either  of  the parties to the other. The remaining provisions of this Agreement
shall  be valid and binding and of like effect as though such provision were not
included.

     15.  NOTICES  AND  ADDRESSES.  All  notices,  offers,  acceptance  and  any
          ------------------------
other  acts under this Agreement (except payment) shall be in writing, and shall
be  sufficiently  given  if  delivered  to  the addressees in person, by Federal
Express  or  similar  receipted  delivery,  by facsimile delivery or, if mailed,
postage  prepaid,  by  certified  mail,  return  receipt  requested, as follows:

to  the  Company:                       NexGen  Vision,  Inc.
                                        1535  Oak  Industrial  Lane
                                        Suite  F
                                        Cumming,  GA  30041
Attention: Gary T. Lafferty, President

with  a  copy  to:                      Michael  Harris,  Esq.
                                        Michael  Harris,  P.A.
                                        1645  Palm  Beach  Lakes  Blvd.
                                        Suite  550
                                        West  Palm  Beach,  FL  33401
                                        Facsimile:  (561)  478-1817

                  (Company) _____ Page 18 of 21 (Employee)_____
<PAGE>

to the Employee:                        Mr.  Gary  T.  Lafferty
                                        3505  Summit  Trail
                                        Cumming,  GA  30041


or to such other address as either of them, by notice to the other may designate
from  time  to  time.  The  transmission  confirmation receipt from the sender's
facsimile machine shall be evidence of successful facsimile delivery. Time shall
be  counted  to,  or  from,  as  the  case  may be, the delivery in person or by
mailing.

     16.  COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or  more
          -------------
counterparts,  each  of  which  shall  be  deemed  an  original but all of which
together  shall  constitute  one  and the same instrument. The execution of this
Agreement  may  be  by  actual  or  facsimile  signature.

     17.  ATTORNEY'S  FEES.  In the event that there is any controversy or claim
          -----------------
arising  out  of or relating to this Agreement, or to the interpretation, breach
or enforcement thereof, and any action or proceeding is commenced to enforce the
provisions  of  this  Agreement,  the  prevailing  party  shall be entitled to a
reasonable  attorney's  fee,  costs  and  expenses.

     18.  GOVERNING  LAW.  This  Agreement  and  any  dispute,  disagreement, or
          ---------------
issue  of  construction  or interpretation arising hereunder whether relating to
its  execution,  its  validity,  the obligations provided therein or performance
shall  be governed or interpreted according to the internal laws of the State of
Florida  without  regard  to  choice  of  law  considerations.

     19.  ENTIRE  AGREEMENT.  This  Agreement  constitutes  the entire Agreement
          ------------------
between the parties and supersedes all prior oral and written agreements between
the  parties  hereto  with  respect  to  the subject matter hereof. Neither this

                  (Company) _____ Page 19 of 21 (Employee)_____
<PAGE>
Agreement  nor  any  provision  hereof  may  be  changed,  waived, discharged or
terminated  orally,  except  by  a  statement  in writing signed by the party or
parties against which enforcement or the change, waiver discharge or termination
is  sought.

     20.  ADDITIONAL  DOCUMENTS.  The  parties  hereto  shall  execute  such
          ----------------------
additional  instruments  as may be reasonably required by their counsel in order
to  carry  out  the  purpose  and  intent  of  this Agreement and to fulfill the
obligations  of  the  parties  hereunder.

     21.  SECTION  AND  PARAGRAPH  HEADINGS.  The section and paragraph headings
          ---------------------------------
in  this  Agreement  are  for  reference  purposes only and shall not affect the
meaning  or  interpretation  of  this  Agreement.

                        [SIGNATURES FOLLOW ON NEXT PAGE]

                  (Company) _____ Page 20 of 21 (Employee)_____
<PAGE>

     IN  WITNESS  WHEREOF,  the  Company  and  the  Employee  have executed this
Agreement  as  of  the  date  and  year  first  above  written.


                                      NexGen  Vision,  Inc.
------------------------

------------------------              By:
                                         -----------------------------
                                         Jan  Lafferty,  Secretary



                                      [CORPORATE  SEAL]



-------------------------             Employee


-------------------------             By:
                                         -----------------------------
                                         Gary  T.  Lafferty


                  (Company) _____ Page 21 of 21 (Employee)_____

<PAGE>