Exhibit 10.3

EMPLOYMENT  AGREEMENT

THIS  EMPLOYMENT AGREEMENT (the "Agreement") entered into on November 6, 2001 by
and  between  NEXGEN  VISION,  iNC.,  a  corporation organized under the laws of
Delaware  (the  "Company")  and  Alberto  R.  Burckhardt  (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

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 except as set forth on Exhibit A attached hereto, 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/nondisciosure  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  1  of  1     (Employee)_,4rft

<PAGE>

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 Vice President 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 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  Miami,  Florida,  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  2  of  2     (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 Twenty
Thousand  Dollars  and  00/100 Dollars ($120,000.00) 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 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.

(e)  Expenses  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 or advances to employees.

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

<PAGE>
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.

(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.

(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:

(A)  If the Company's stock is not publicly traded, the 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
in  the  optical  equipment  business  or  any  substantially
similar  business.

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

<PAGE>
(B)  If  the Company's common stock is publicly traded, and if the shares of the
Company  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)  Special  Termination  In  the  event that (A) 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;  (B) the Company materially breaches this
Agreement or the performance of its duties and obligations hereunder; or (C) 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 "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)  _____     Page  5  of  5     (Employee)  1

<PAGE>

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  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 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 andlor 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.

(Company)  _____     Page  6  of  6     (Employee)  fr9.4&

<PAGE>
(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  tecimology,  methods  and  procedures.

(c)  Confidentiality  For  a  period  of  three  years  following termination 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.

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. Tn 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.

(Company)  /  d     Page  7  of  7     (Employee)

<PAGE>
(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 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.

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  tik  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

(Company)     Page  8  of  8     (Employee)_____

<PAGE>
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 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
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 i3ermit 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  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.

(Company)     Page  9  of  9     (Employee)
<PAGE>

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, Chairman

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

to  the  Employee:                    Mr.  Alberto  Rafael  Burckhardt
                                      650  West  Avenue
                                      Suite  3002
                                      Miami  Beach,  Fl  33139

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 Agreement nor any
provision hereof may be changed, waived, discharged or terminated orally, except
by  a  statement  in  writing  signed  by  the

(Company)  _____     Page  10  of  10     (Employee)
<PAGE>

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 Headin2s The section and paragraph headings in this
Agreement  are  for  reference purposes only and shall not affect the meaning or
interpretation  of  this  Agreement.

          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:
                                         --------------------------------
                                         Gary  T.  Lafferty,  Chairman



-----------------------------

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

                                       [CORPORATE  SEAL]



-----------------------------
                                       By:
-----------------------------            --------------------------------
                                         Alberto  Rafael  Burckhardt


(Company) _____ Page 11 of 11 (Employee)_____
<PAGE>
                                    EXHIBIT A


The  Employee  is  subject  to  that certain Resignation, Separation and Release
Agreement  dated  as  of  January  31, 2001, a copy of which is attached hereto.


                  (Company) _____ Page 12 of 12 (Employee)_____



<PAGE>