EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "Agreement"),  dated as of April 1, 2000
is entered  into  between  TIMOTHY F.  MCWILLIAMS,  residing at 976 Villa Drive,
Melbourne, Florida 32940 ("Executive"), and PRE-CELL SOLUTIONS, INC., a Colorado
corporation  having its principal office at 255 East Drive,  Suite C, Melbourne,
Florida 33326 ("Company").

         WHEREAS, the Company and Executive desire to provide for the employment
of Executive by the Company on the terms set forth herein;

         IT IS AGREED:

         1.       Employment, Duties and Acceptance.

                  1.1 The Company hereby employs Executive as its Executive Vice
President.  All of Executive's powers and authority in any capacity shall at all
times be subject to the reasonable  direction and control of the Company's Chief
Executive Officer.

                  1.2 The President may assign to Executive such other executive
duties  for the  Company or any  Affiliate  (as  defined in Section  5.1) as are
consistent with Executive's status as Executive Vice President.

                  1.3 Executive  accepts such  employment and agrees to devote a
sufficient  portion  of  his  business  time,  energies  and  attention  to  the
performance of his duties.  Executive shall perform his duties  primarily in and
from the Company's offices located in Melbourne, Florida.

         2.       Compensation and Benefits.


                  2.1  The  Company   shall  pay  to  Executive  a  base  salary
("Salary")  at the  aggregate  rate of $150,000 per annum during the  Employment
Term (as such term is defined in Section 3.1, below).  Executive's  Salary shall
be paid in equal, periodic installments, in accordance with the Company's normal
payroll  procedures and shall be subject to  withholding  taxes and other normal
payroll deductions.

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                  2.2 The Company may award  Executive a bonus (the  "Bonus") at
the sole  discretion of the Board,  which Bonus shall be  determined  based upon
Executive's performance and the Company's performance generally. Notwithstanding
the foregoing, Executive understands that the Company is not obligated under any
circumstances, to award any such Bonus.

                  2.3 The Company shall annually review Executive's performance.
Based upon such review and such other factors as the Company may  consider,  the
Company  may  determine  to increase  Executive's  salary.  Notwithstanding  the
foregoing,  Executive  understands  that the Company is not obligated  under any
circumstances, to award any such increase in salary.

                  2.4 Executive  shall be entitled to such  medical,  dental and
disability insurance which is no less favorable than generally afforded to other
senior  executives  of the Company,  subject to applicable  waiting  periods and
other conditions.  Executive shall be entitled to five weeks of vacation in each
employment  year and to a reasonable  number of other days off for religious and
personal  reasons.  Executive  acknowledges  that the Company may,  from time to
time, apply for and take out in its own name and at its expense,  life,  health,
disability,  accident or other  insurance,  including  key man  insurance,  upon
Executive  that the  Company may deem  necessary  and  advisable  to protect its
interests  hereunder;  and  Executive  agrees to submit to any  medical or other
reasonable  examination  necessary  for such purpose and to assist and cooperate
with the Company in procuring such insurance; and Executive acknowledges that he
shall have no right, title or interest in or to such insurance.

                  2.5  The  Company  will  pay or  reimburse  Executive  for all
transportation,  hotel and other  expenses  reasonably  incurred by Executive on
business trips and for all other ordinary and reasonable  out-of-pocket expenses
actually  incurred by him in the conduct of the business of the Company  against
itemized  vouchers  submitted  with  respect to any such  expenses  approved  in
accordance with customary procedures.

                  2.6 The  company  will  pay  Executive  a  monthly  automobile
allowance equal to $1,250 per month during the Employment Term.

         3.       Term and Termination.

                  3.1 The term of this Agreement  commences as of April 1, 2000,
and shall continue until April 1, 2003 (the  "Employment  Term"),  unless sooner
terminated or extended as herein provided.

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                  3.2 If Executive dies during the term of this Agreement,  this
Agreement shall thereupon terminate.

                  3.3 The Company,  by notice to Executive,  may terminate  this
Agreement if Executive  shall fail because of illness or  incapacity  to render,
for six  consecutive  months,  services of the  character  contemplated  by this
Agreement.

                  3.4 The Company, by not less than 30 days notice to Executive,
may  terminate  this  Agreement  without cause at any time. In the event of such
termination the Company shall pay to Executive the salary due Executive pursuant
to Paragraph 2.1 through the Employment  Term as provided in Section 3.1. In the
event  Executive  is  terminated  without  cause  during  the final  year of the
Employment Term, then Executive shall receive the greater of: (i) the salary due
Executive  pursuant to Paragraph  2.1 through the  Employment  Term; or (ii) the
salary due  Executive  pursuant to  Paragraph  2.1 for a period of six  calendar
months.  Notwithstanding  such termination,  the provisions of paragraph 4 shall
survive.

                  3.5 The Company,  by notice to Executive,  may terminate  this
Agreement for cause. As used herein,  "cause" shall include,  but not be limited
to: (a) the refusal or failure by Executive to carry out specific  directions of
the Chief  Executive  Officer  or Board of  Directors  which  are of a  material
nature,  or the refusal or failure by  Executive  to perform a material  part of
Executive's  duties  hereunder;  (b) the  commission  by Executive of a material
breach of any of the  provisions  of this  Agreement;  (c)  common  law fraud or
dishonest  action by Executive in his  relations  with the Company or any of its
subsidiaries  or  affiliates,  or with any  customer or business  contact of the
Company or any of its subsidiaries or affiliates ("dishonest" for these purposes
shall mean Executive's knowingly or recklessly making of a material misstatement
or omission for his personal benefit); or (d) the conviction of Executive of any
crime involving an act of moral  turpitude.  Notwithstanding  the foregoing,  no
"cause" for  termination  shall be deemed to exist with  respect to  Executive's
acts described in clauses (a) or (b) above,  unless the Company shall have given
written notice to Executive specifying the "cause" with reasonable particularity
and, within ten business days after such notice,  Executive shall not have cured
or  eliminated  the  problem or thing  giving  rise to such  "cause;"  provided,
however,  that a breach of any provision of clauses (a) or (b) above,  involving
the same or  substantially  similar  actions  or conduct  for which the  Company
previously  gave  notice of  termination  and with  respect to which,  Executive
satisfactorily  cured,  shall be grounds for  termination  for cause without any
additional  notice  from the  Company.  Notwithstanding  such  termination,  the
provisions of paragraph 4 shall survive.

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                  3.6 The  Executive,  by notice to the Company,  may  terminate
this Agreement if the Company materially  breaches any of the provisions of this
Agreement or does not comply with Section 2.4.  Notwithstanding  the  foregoing,
the Executive shall not have grounds for termination unless Executive shall have
given  written  notice to the  Company  specifying  the breach  with  reasonable
particularity and, within ten days after such notice, the Company shall not have
cured or eliminated  the problem or thing giving rise to such breach;  provided,
however,  that a breach of any provision of this Agreement involving the same or
substantially similar actions or conduct for which the Executive previously gave
notice of  termination  and with  respect to which,  the Company  satisfactorily
cured,  shall be grounds for termination for cause without any additional notice
from the Executive.  In the event of termination by Executive under this Section
3.6, the Company  shall pay to Executive  the Salary due  Executive  pursuant to
paragraph  2.1  hereof  through  the  Employment  Term.   Notwithstanding   such
termination,  the  provisions  of paragraph 4 shall survive  termination  if the
Company  continues to pay  Executive  the Salary as provided in the  immediately
preceding sentence.

         4.       Protection of Confidential Information; Non-Competition.

                  4.1      Executive acknowledges that:

                           (a) As a result of his  employment  with the Company,
Executive  will  obtain  secret  and  confidential  information  concerning  the
business of the Company  and/or its  subsidiaries  and  affiliates  (referred to
collectively  in  this  paragraph  4  as  the  "Company"),   including,  without
limitation,  financial information,  designs and other proprietary rights, trade
secrets and "know-how," customers and sources ("Confidential Information").

                           (b) The Company will suffer  substantial damage which
will be difficult to compute if,  during the period of his  employment  with the
Company or thereafter, Executive should divulge Confidential Information.

                           (c) The  provisions of this  Agreement are reasonable
and necessary for the protection of the business of the Company.

                  4.2  Executive  agrees  that he will not at any  time,  either
during the term of this Agreement or thereafter, divulge to any person or entity
any  Confidential  Information  obtained  or  learned  by him as a result of his
employment with, or prior retention by, the Company, except (i) in the course of

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performing  his  duties  hereunder;  (ii)  with the  Company's  express  written
consent;  (iii) to the extent that any such  information is in the public domain
other  than  as a  result  of  Executive's  breach  of any  of  his  obligations
hereunder;  or (iv) where  required to be disclosed by court order,  subpoena or
other  government  process.  If Executive  shall be required to make  disclosure
pursuant to the provisions of clause (iv) of the preceding  sentence,  Executive
promptly,  but in no event more than 72 hours after  learning of such  subpoena,
court order, or other government process,  shall notify, by personal delivery or
by  electronic  means,  confirmed  by mail,  the Company  and, at the  Company's
expense,  Executive  shall:  (a) take all reasonably  necessary and lawful steps
required by the  Company to defend  against the  enforcement  of such  subpoena,
court order or other government process, and (b) permit the Company to intervene
and  participate  with counsel of its choice in any  proceeding  relating to the
enforcement thereof.

                  4.3 Upon  termination  of his  employment  with  the  Company,
Executive will promptly  deliver to the Company all memoranda,  notes,  records,
reports,  manuals,  drawings,  blueprints  and other  documents  (and all copies
thereof)  relating to the  business of the Company and all  property  associated
therewith,  which he may then  possess  or have  under  his  control;  provided,
however, subject to Executive's obligations under this Section 4, that Executive
shall be entitled to retain  copies of such  documents  reasonably  necessary to
document his financial relationship (both past and future) with the Company.

                  4.4 If  Executive  commits a breach,  or threatens to commit a
breach,  of any of the  provisions  of Sections  4.2, the Company shall have the
right and remedy:

                           (a)  to  have  the   provisions  of  this   Agreement
specifically  enforced  by  any  court  having  equity  jurisdiction,  it  being
acknowledged  and agreed by Executive that any such breach or threatened  breach
will cause  irreparable  injury to the Company and that money  damages  will not
provide an adequate remedy to the Company; and

                           (b) to require  Executive to account for and pay over
to the Company all monetary  benefits received by the Executive as the result of
any transactions constituting a breach of any of the provisions of Sections 4.2,
and  Executive  hereby  agrees to account for and pay over such  benefits to the
Company.

                  Each of the rights and remedies enumerated in this Section 4.4
shall be independent of the other, and shall be severally enforceable,  and such
rights  and  remedies  shall be in  addition  to,  and not in lieu of, any other
rights and remedies available to the Company under law or equity.

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                  4.5  During  the  one-year  period  following  termination  of
Executive's employment with the Company for any reason,  Executive,  without the
prior  written  permission  of the  Company,  shall not,  anywhere in the United
States, (i) enter into the employ of or render any services to any person,  firm
or corporation  engaged in any  Competitive  Business,  as defined  below;  (ii)
engage in any Competitive Business for his own account;  (iii) become associated
with or  interested  in any  Competitive  Business  as an  individual,  partner,
shareholder,  creditor,  director, officer, principal, agent, employee, trustee,
consultant,  advisor or in any other  relationship  or capacity;  (iv) employ or
retain,  or have or cause any other  person or entity to employ or  retain,  any
person who was employed or retained by the Company while  Executive was employed
by the Company; or (v) solicit,  interfere with, or endeavor to entice away from
the Company, for the benefit of a Competitive Business,  any of its customers or
other  persons  with  whom the  Company  has a  contractual  relationship  or is
otherwise doing business or has done business during the term of this Agreement.
Notwithstanding  the  foregoing,   nothing  in  this  Agreement  shall  preclude
Executive  from  investing  his  personal   assets  in  the  securities  of  any
corporation or other business entity which is engaged in a Competitive  Business
if  such  securities  are  traded  on  a  national  stock  exchange  or  in  the
over-the-counter   market  and  if  such  investment  does  not  result  in  his
beneficially  owning, at any time, more than 4.9% of the publicly-traded  equity
securities of such Competitive Business.

                  4.6 If  Executive  shall  violate any  covenant  contained  in
Section 4 the  duration  of such  covenant so  violated  shall be  automatically
extended for a period of time equal to the period of such violation.

                  4.6 The  provisions  of this  paragraph  4 shall  survive  the
termination of this Agreement for any reason.

         5.       Definitions.

                  As used in this Agreement:

                  5.1  "Affiliate"  shall  mean any  entity  that,  directly  or
indirectly,  is controlled  by,  controlling,  or under common  control with the
Company.

                  5.2 "Competitive  Business" shall mean a businesses engaged in
(i) the sale,  manufacture,  or  distribution  of  wireless  handsets;  (ii) the
development  of  software  to be  utilized  in a  wireless  handset;  (iii)  the
development of software designed or intended to provide  management  information
or support systems to wireless  handsets;  (iv) any other businesses  engaged in
the sale,  marketing,  development or distribution of prepaid  communication  or

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utility services;  or (v) or any other business engaged in by the Company during
the fiscal year immediately prior to the termination of Executive's employment.

         6. Termination of all Other Agreements.  This Agreement shall supersede
all prior agreements between the Company and any of its affiliates, subsidiaries
or  related   entities  and  Executive  in  connection   with  his   employment.
Accordingly, that certain Employment Agreement between the Company and Executive
dated as of December  1, 1998 is hereby  terminated  and of no further  force or
effect. Notwithstanding such termination, the Options granted to Executive under
his  prior  Agreement  shall  survive.  Additionally,  that  certain  Employment
Agreement  between  Executive  and  Pre-Paid  Solutions,  Inc.,  a wholly  owned
subsidiary  of the  Company,  dated May 1, 1998 is hereby  terminated  and of no
further force or effect.

         7.       Miscellaneous Provisions.

                  7.1 All notices  provided  for in this  Agreement  shall be in
writing,  and shall be deemed to have been duly given when delivered  personally
to the party to receive the same, when transmitted by electronic  means, or when
delivered by reputable  overnight  courier,  postage  prepaid,  addressed to the
party to receive the same at his or its address set forth  below,  or such other
address as the party to receive the same shall have  specified by written notice
given in the manner  provided  for in this  Section  6.1.  All notices  shall be
deemed to have been given upon actual receipt.

                  If to Executive:

                           Timothy F. McWilliams
                           976 Villa Drive
                           Melbourne, Florida 32940

                  If to the Company:

                           Pre-Cell Solutions, Inc.
                           255 East Drive, Suite C
                           Melbourne, Florida 33326
                           Attention:  Chairman of the Board

                  7.2 This  Agreement  sets  forth the entire  agreement  of the
parties  relating to the  employment  of Executive and are intended to supersede
all prior  negotiations,  understandings  and agreements.  No provisions of this
Agreement may be waived or changed except by a writing by the party against whom
such  waiver or change is sought to be  enforced.  The  failure  of any party to
require performance of any provision hereof or thereof shall in no manner affect
the right at a later time to enforce such provision.

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                  7.3 All  questions  with respect to the  construction  of this
Agreement,  and the rights and  obligations of the parties  hereunder,  shall be
determined  in  accordance  with the law of the State of Florida  applicable  to
agreements made and to be performed entirely in Florida.

                  7.4  This  Agreement  shall  inure  to the  benefit  of and be
binding upon the successors and assigns of the Company. This Agreement shall not
be  assignable  by  Executive,  but shall inure to the benefit of and be binding
upon Executive's heirs and legal representatives.

                  7.5 Should any  provision  of this  Agreement  become  legally
unenforceable,  no other provision of this Agreement shall be affected, and this
Agreement  shall  continue  as if the  Agreement  had been  executed  absent the
unenforceable provision.

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

                                            EXECUTIVE

                                            /s/ Timothy F. McWilliams
                                            -----------------------------------
                                            Timothy F. McWilliams

                                            PRE-CELL SOLUTIONS, INC.

                                            By: /s/ Thomas E. Biddix
                                               -------------------------------
                                               Thomas E. Biddix
                                               Cheif Executive Officer

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