Page 5

Yseek/Employment/Steele

                              EMPLOYMENT AGREEMENT

         EMPLOYMENT  AGREEMENT  made  and  entered  into as of the  ____  day of
_______________,  2002, by and among YSEEK, INC., a Florida corporation with its
principal  executive office at 7732 N. Mobley Drive,  Odessa FL 33556 ("Yseek"),
and RACHEL L. STEELE, an individual  residing at 7732 N. Mobley Drive, Odessa FL
33556 (the "Employee").

                               W I T N E S S E T H

          WHEREAS, the Employee has been employed by the Employer for a periodof
time in a senior executive capacity; and

         WHEREAS,  YSEEK wishes to assure itself of the services of the Employee
for a period provided in this  Employment  Agreement and the Employee is willing
to serve in the employ of YSEEK for said  period,  subject to and upon the terms
and conditions hereinafter provided.

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
mutual covenants herein contained, the parties hereto hereby agree as follows:

         1.  Employment.  a) YSEEK hereby employs the Employee as Vice President
subject to the  supervision  and  direction  of the Chief  Executive  Officer of
YSEEK,  or such person or persons who shall be designated by the Chief Executive
Officer of YSEEK, for the period (the "Employment Period") commencing on October
1, 2002,  and ending on September  30, 2003.  The  Employee  shall  initially be
employed in the capacity of Vice President and shall remain  employed during the
Employment  Period  in  said  capacity  for so  long as  required  by the  Chief
Executive Officer of YSEEK. The Employee hereby accepts such employment,  agrees
to perform those services of a nature concomitant with her positions and offices
as shall from time to time be assigned to her by or pursuant to authorization of
the Chief  Executive  Officer  or the  Board of  Directors  of YSEEK and  agrees
diligently and  competently to devote all of her business time,  efforts,  skill
and attention to such services.

               b) The Employee  shall report to and be  responsible to the Chief
Executive Officer.

               c) The  Employee's  office  shall be located at 7732 N. Mobley
Drive,  Odessa FL 33556,  or in such other office as Employer and Employee shall
agree.

     2. Compensation  During the Employment Period. a) Employer shall pay to the
Employee,  and the  Employee  shall  accept  from  Employer,  for  her  services
hereunder,  4,500,000 common shares of Yseek, Inc. common stock, valued at $0.01
per share.  Said shares shall bear a  restrictive  legend.  Said shares shall be
issued upon the full execution of this Agreement.

                  b) Employer will make available to the Employee, to the extent
she satisfies the eligibility  requirements  thereof and to the extent permitted
by  law,  any  fringe  benefit  program  in  which  employees  are  eligible  to
participate.  Fringe benefits include, but are not limited to, health insurance,
hospitalization and other plans and policies authorized now or in the future. In
addition to any other  benefits  provided to the  Employee  hereunder,  Employer
shall provide the Employee  with such other  benefits and  prerequisites  as are
being provided to the Employee by Employer on the date hereof.

                  c) The  Employee  shall  be  entitled  to  receive  additional
compensation, if any, whether in the form of bonus, other incentive compensation
or otherwise, as the Board of Directors of YSEEK may specify from time to time.

         3. Notice of Breach.  Employer  and Employee  agree that,  prior to the
termination of the  employment of Employee  hereunder by reason of any breach of
any  provisions of this  Employment  Agreement,  the injured party will give the
party in breach written notice  specifying  such breach and permitting the party
in breach to cure such breach  within a period of thirty (30) days after receipt
of such notice.

         4.   Disability  and  Death.   a)  If  the  Employee  shall  be  unable
substantially  to perform the duties  required of her pursuant to her office and
the provisions of this Employment Agreement due to any disability preventing her
from  performing  such  services  for  either a period of three (3)  consecutive
months or for any six (6) months in a one (1) year period,  Employer  shall have
the right to terminate the Employee's  employment hereunder on thirty (30) days'
written  notice.  Notwithstanding  any such  termination,  the Employee shall be
entitled to receive any compensation accrued or accruable to the Employee at the
time of such termination pursuant to the provisions of Article 2 hereof.

                  b) The term "disability"  shall mean the complete inability of
the  Employee  to perform  her duties  under this  Employment  Agreement  due to
injury,  illness or disease as determined by an independent  physician  mutually
acceptable to the Employer and the Employee.

                  c) In the event of the Employee's  death during the Employment
Period,  the Employee's legal  representatives  shall be entitled to receive her
salary  at the rate  provided  in  Article  2 to the last day of the  Employer's
payroll accounting period in which her death shall occur.

          5.   Termination.   a)  Employer   shall  have  just  legal  cause  to
 terminate the  employment of the Employee  under this  Employment  Agreement
 only upon a good  faith  determination  of the Chief  Executive  Officer of
 YSEEK that the  termination of such employment is necessary and in the best
 interests of the Employer by reason of:

                         i) the  conviction  of the  Employee of a felony  under
state or federal law, or the  equivalent  under foreign law; unless in any such
case the Employee  performed  such act in good faith and in a manner the
Employee  reasonably believed to be in or not opposed to Employer's best
interests, or

                         ii) the material and  continued  breach by the Employee
 of her obligations  under this Employment  Agreement, aftercompliance with the
provisions of Article 3.

Notwithstanding the foregoing, no termination of the Employee's employment under
this  Employment  Agreement  shall  diminish or affect in any way the Employee's
rights  to the  payments  provided  for  hereunder  which  have  accrued  or are
accruable to and  including the date of such  termination;  provided that in the
event  of  termination  for  cause,  Employee  shall  not  be  entitled  to  any
compensation for periods following the date of termination.

                  b) Employer  shall have the right to terminate the  employment
of the  Employee  under  this  Employment  Agreement  in its sole  and  absolute
discretion and without cause.

         6.   Confidentiality.   The  Employee  agrees,  during  and  after  the
Employment Period, to keep secret and confidential all information heretofore or
hereafter acquired by her concerning  Employer's business and affairs and/or the
business and affairs of any of its  subsidiaries as may be established from time
to time,  and  further  agrees  that she will at no time  during the  Employment
Period or  thereafter  disclose  any such  information  to any  person,  firm or
corporation,  other  than  to  Employer,  its  directors,  officers,  employees,
auditors and legal  advisors  otherwise than in the regular course of Employer's
business or that of its subsidiaries as may be established from time to time, or
use the same in any manner other than in connection with Employer's business and
affairs or the business and affairs of any  subsidiaries  as may be  established
from time to time, except (i) as may be required by law, (ii) in connection with
the Employee's enforcement of her rights under this Employment Agreement,  (iii)
as to such  information  as may already  have become  publicly  known other than
through the Employee in  violation  of this  Article 6 and (iv) with  Employer's
consent.

         7. Inventions.  The Employee agrees for no additional  consideration to
assign to Employer,  immediately upon the execution of this Employment Agreement
and thereafter  immediately  upon making or acquiring  them, as the case may be,
any and all inventions,  patent rights, letters patent, copyrights,  trademarks,
trade  names,  and  applications  therefor,  in the United  States and all other
countries,  and any and all rights and interests in, to and under the same which
she may legally  transfer,  now  possessed  by her or acquired by her during the
period of her  employment  hereunder,  relating in any way to the  business  and
activities of, or the equipment, devices, processes and formulas connected with,
Employer's  business  or any  other  business  conducted  by  Employer  and  any
subsidiaries  as may be  established  from time to time and  agrees  that,  upon
request,   the  Employee  will  promptly  make  all  disclosures,   execute  all
instruments and papers and perform all acts  reasonably  necessary or desired by
Employer to vest and confirm in it, its successors,  assigns and nominees, fully
and  completely,  all rights created or contemplated by this Article 7 and which
may be necessary to enable  Employer,  its  successors,  assigns and nominees to
secure and enjoy the full benefits and advantages thereof.

         8.  Noncompete.  The Employee  agrees,  to the extent permitted by law,
that she shall not during the Employee's  employment with Employer and until the
later of (a) three  (3)  years  following  the date of the  termination  of such
employment or (b) the completion of the payments  provided for in clause (ii) of
paragraph (b) of Article 5 hereof, directly or indirectly, own, manage, operate,
join or control,  or  participate  in the  ownership,  management,  operation or
control of, or be a director or employee  of, or a  consultant  to, or authorize
the use of her name by, or be connected in any manner with,  any business,  firm
or  corporation,  in any town,  city,  county or state of the  United  States of
America or of any country in the world,  which  manufactures,  sells,  leases or
distributes  products  competitive with any products or services of the Employer
(or  any  subsidiaries  as may be  established  from  time to  time);  provided,
however, that the provisions of this Article 8 shall not apply to investments by
the Employee in shares of stock traded on a national  securities  exchange or on
the national  over-the-counter  market which (a) shall have an aggregate  market
value,  at the  time  of  acquisition,  of less  than  Twenty  Thousand  Dollars
($20,000)  and  (b)  shall  constitute  less  than  three  percent  (3%)  of the
outstanding shares of such stock.

         9. Equitable Relief. The Employee acknowledges and agrees that, because
of the unique and extraordinary nature of her services, and breach or threatened
breach of the  provisions of Articles 6, 7, or 8 will cause  irreparable  injury
and  incalculable  harm to Employer and that  Employer  shall,  accordingly,  be
entitled to injunctive or other equitable relief. The foregoing,  however, shall
not be deemed  to waive or to limit in any  respect  any  other  right or remedy
which Employer may have with respect to such breach.

         10.  Indemnification.  Employer  will  indemnify  the Employee (and her
legal  representatives  or other  successors) to the fullest extent permitted by
the  laws of the  State  of  Florida  and  Employer's  existing  certificate  of
incorporation and by-laws,  and the Employee shall be entitled to the protection
of any  insurance  policies  Employer  may elect to maintain  generally  for the
benefit of its directors and officers,  against all costs,  charges and expenses
whatsoever  incurred  or  sustained  by  her  or her  legal  representatives  in
connection  with any  action,  suit or  proceeding  to which  she (or her  legal
representatives  or other successors) may be made a party by reason of her being
or having been a director or officer of Employer and any  subsidiaries as may be
established from time to time.

         11.  Notices.  All notices  hereunder  shall be in writing and shall be
sent by registered or certified mail, return receipt requested.  Any such notice
intended for Employer shall be addressed to it, attention of its Chairman of the
Board at its address  hereinbefore  set forth or at such other  address of which
Employer shall have given notice to the Employee in the manner herein  provided;
and if  intended  for the  Employee,  shall be  addressed  to her at her address
hereinbefore set forth or at such other address of which the Employee shall have
given notice to Employer in the manner herein provided.

         12. Entire Agreement.  This Employment Agreement constitutes the entire
understanding  between the parties with respect to the matter referred to herein
and no  waiver or  modification  to the terms  hereof  shall be valid  unless in
writing  signed by the party to be charged  and only to the extent  therein  set
forth. All prior and contemporaneous  agreements and understandings  between the
parties  with respect to the subject  matter of this  Employment  Agreement  are
superseded by this Employment Agreement.

         13.  Severability.  If any  provision in this  Employment  Agreement is
invalid,  illegal and  unenforceable,  the balance of this Employment  Agreement
shall remain in effect,  and if any provision is  inapplicable  to any person or
circumstance,  it shall nevertheless  remain applicable to all other persons and
circumstances.

         14.  Waiver of Breach.  A waiver by the Company or the Employee of a
breach of any  provision  of this  Agreement by the other party shall not
operate or be construed as a waiver of any subsequent breach by the other party.


         15. Non-Assignability.  This Employment Agreement shall be binding upon
and  inure  to the  benefit  of the  parties  hereto,  their  respective  heirs,
administrators,  executors,  personal  representatives,  successors and assigns;
provided,  however, that this Employment Agreement may not be assigned by any of
the parties hereto other than by and among Employer and any subsidiaries  and/or
affiliates as may be established from time to time.

          16. Law. This Employment  Agreement shall be governed by and construed
in accordance with the laws of the State of Florida.

         17. Withholding. All payments hereunder shall be subject to withholding
and to such other  deductions  as shall at the time of such  payment be required
pursuant  to any income tax or other  law,  whether of the United  States of any
other  jurisdiction,   and,  in  the  case  of  payments  to  the  executors  or
administrators  of the  Employee's  estate,  the  delivery  to  Employer  of all
necessary tax waivers and other documents.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Employment Agreement as of the date first above written.

YSEEK, Inc.                                           EMPLOYEE

By:_________________________________         _________________________________
                                                     RACHEL L. STEELE

Title:_______________________________