EMPLOYMENT AGREEMENT


         THIS AGREEMENT is entered into as of the ___ day of September, 2002
between MEGAPRO TOOLS, INC. ("Employer" or the "Company") and NEIL MORGAN
("Employee").

                              PRELIMINARY STATEMENT

         Employer is a Nevada corporation with its principal place of business
in Boca Raton, Florida. Employee has substantial business experience and related
business skills which can be utilized in Employer's business. Employer desires
to employ Employee upon the terms and conditions hereinafter set forth, and the
Employee desires to accept such employment. Employer and Employee desire to set
forth in writing the terms and conditions of their agreements and
understandings.

         NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:

                                 I. DEFINITIONS

          A.  Employee.  The term  "Employee"  as used  herein  shall  mean Neil
     Morgan.

          B. Annual  Salary.  For purposes of this  Agreement,  the term "Annual
     Salary" shall mean the compensation  payable to Employee as provided for in
     Section VI(A) hereof.

          C. Cause. For purposes of this Agreement,  the term "cause" is defined
     to  include  the  conviction  by a court of law for acts of  serious  moral
     turpitude of Employee;  gross negligence of Employee in connection with the
     performance  of his duties as provided for in this  Agreement,  which gross
     negligence causes or potentially  could cause substantial  material harm to
     the Employer; fraud by Employee; and continuous material breach by Employee
     of any of the material terms and conditions of the Employment Agreement.

                                 II. EMPLOYMENT

         Employer hereby employs Employee, and Employee hereby accepts
employment by the Employer upon all the terms and conditions as are hereinafter
set forth.


<PAGE>

                                    III. TERM

         Subject to the provisions for termination, the term of this Employment
Agreement shall commence as of September __, 2002 and shall terminate on March
__, 2003 (the "Employment Term"). Prior to the termination of the term hereof,
the parties will in good faith evaluate an extension of the term or completion
of a new employment agreement.


                  IV. EMPLOYEE'S REPRESENTATION AND WARRANTIES

         Employee represents and warrants to Employer that he is free to accept
employment with Employer as contemplated herein, and he has no other prior
obligations or commitments of any kind to anyone which would in any way
interfere with his acceptance, or the full performance of his obligations, under
this Agreement, or the exercise of his best efforts to his employment hereunder.


                        V. DUTIES AND EXTENT OF SERVICES

          A.  Efforts.  Employee  agrees to devote such  working  time,  energy,
     knowledge,  and  efforts  as  shall  be  necessary  or  appropriate  to the
     performance  and  discharge  of  Employee's  duties  and   responsibilities
     hereunder  and such other  reasonable  duties and  responsibilities  as are
     assigned to him from time to time by the Board of Directors of Employer and
     consistent  with his  capacity  as  described  in  subsection  V.B.  below.
     Employee's  duties  hereunder shall be performed at the business offices of
     Employer,  but  may  also  be  performed  at such  other  places  as may be
     designated by Employer.

          B.  Position and  Responsibilities.  The  Employee  shall serve as the
     Manager for Employer,  with such duties as are assigned to him by the Board
     of Directors and/or Chief Executive Officer of Employer consistent with his
     status and capacity as a Manager for Employer.

          C. Fees and  Remuneration.  Employee  hereby  agrees  that all fees or
     other  remuneration  received or collected as a result of services rendered
     by him to  Employer  or  otherwise  relating  in any  manner to  Employer's
     business shall be the property of Employer.  Employee acknowledges that his
     employment does not confer upon him any ownership interest in or claim upon
     any fees  earned  by  Employer  for his  services,  whether  said  fees are
     collected during his employment or after the termination thereof.  Employee
     expressly  agrees that the  compensation  and  benefits  received by him or
     payable to him under this Agreement shall satisfy and discharge in full all
     his claims upon Employer for compensation in respect of his services.


<PAGE>

                                VI. COMPENSATION

         As his compensation for services rendered to the Employer during the
Employment Term, in whatever capacity rendered, the Employee shall receive:

         A. Annual Salary. Salary at a monthly rate of US $12,500 dollars,
payable semi-monthly (or on such basis as Employer shall pay other Employees of
the Company) out of the available cash flow from the Vancouver and Seattle
operations of Employer. The Annual Salary is subject to adjustment, from time to
time, at the sole discretion of Employer's Board of Directors.

     B. Fringe  Benefits.  Employer  shall  provide  Employee with normal fringe
benefits,  including a health insurance  program,  provided to its United States
based Employee personnel as Employer may determine from time to time.

                                 VII. DEDUCTIONS

         Deductions shall be made from Employee's total annual compensation and
any bonuses for withholding tax and other such taxes as may from time to time be
required by governmental authority.

                                 VIII. EXPENSES

         Employee is expected, from time to time, to incur reasonable
entertainment, travel and other expenses for promoting the business of Employer
which will be reimbursed by Employer. Reimbursement for such expenses however
shall be subject to such regulations and procedures as the Employer may from
time to time establish.

                                 IX. FACILITIES

         Employer shall provide and maintain such facilities, equipment and
supplies as it deems necessary for the Employee's performance of his duties
under this Employment Agreement.

                               X. EMPLOYER RECORDS

         All books, records and documents relating to Employer's business shall
be the sole and permanent property of the Employer. The Employee shall not be
entitled to retain any copies thereof notwithstanding his participation therein.



<PAGE>



         Unless required by service of legal process, no other Employer records
shall be displaced or delivered to, or any information therefrom disclosed, to
any person not connected with the Employer except in strict accordance with the
rules of the Employer from time to time established. Employer shall provide
Employee reasonable access to all personnel records relating to Employee's
employment hereunder.


                                  XI. STANDARDS

         The Employee shall perform his duties under this Agreement in
accordance with the highest standards of professional ethics and practices as
may from time to time be applicable during the Employment Term.


                         XII. TERMINATION OF EMPLOYMENT

     A. Events of  Termination.  The Employment Term may be terminated by either
Employee or Employer  at any time upon  delivery of written  notice to the other
party.

     B.  Amounts Due  Employee/Employer.  Upon  termination,  Employee  shall be
entitled to all compensation earned through the date of termination.


XIII.    APPLICABLE LAW; SEVERABILITY

         This Agreement shall be governed by and construed pursuant to the laws
of the State of Florida, where it is made and executed. If any terms or part of
this Agreement shall be determined to be invalid, illegal, or unenforceable in
whole or in part, the validity of the remaining part of such term or the
validity of any other term of this Agreement shall not in any way be affected.
All provisions of this Agreement shall be construed to be valid and enforceable
to the full extent permitted by law.


<PAGE>
                                  XIV. HEADINGS

         The paragraph headings used in this Agreement are included solely for
convenience and shall not affect, or be used in connection with, the
interpretation of this Agreement.


                                XV. COUNTERPARTS

         This Employment Agreement may be executed in multiple counterparts,
each of which shall be an original, but all of which shall be deemed to
constitute one instrument.


                     XVI. BINDING PROVISIONS AND PERFORMANCE

         This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their successors in interest of any kind whatsoever, and all
such parties agree to be bound by the provisions contained herein.


                                 XVII. AMENDMENT

         No amendment or variation of the terms of this Agreement shall be valid
unless made in writing and signed by the parties hereto.


                        XIII. ENTIRE EMPLOYMENT AGREEMENT

         This Agreement represents the entire agreement between the parties
hereto with respect to the subject matter hereof.


                     XIX. WAIVER OF VIOLATION NOT CONTINUING

         The waiver by either party of a breach or violation of any provision of
this Agreement shall not operate as or be construed to be a waiver of any
subsequent breach.


                                 XX. ASSIGNMENT

         This Agreement is personal to each of the parties hereto, and neither
party may assign nor delegate any of his or its rights or obligations hereunder
without first obtaining the written consent of the party.



<PAGE>



         IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals on the day and year first above written.

                                                     MEGAPRO TOOLS, INC.


                                              By:/s/ Dennis Crowley
                                                     -------------------------
                                                     Dennis Crowley, President



                                                /s/  Neil Morgan
                                                     -------------
                                                     NEIL MORGAN