PALMWORKS, INC.

               COMPANY CO-FOUNDERS/OFFICER COMPENSATION AGREEMENT

         This  Compensation  Agreement  (this  "Agreement")  is  dated  and made
effective  the  28th  day  of  October,  1999  (the  "Effective  Date")  between
PALMWORKS,  INC.,  a Nevada  corporation  (and/or  PalmWorks,  Inc.,  a New York
corporation) (the "Company") and James T. Voss, ("Officer").

         1.  Employment.  Company employs and Officer accepts  employment on the
terms and conditions in this Agreement.


         2.  Duties.  Officer is  employed  in the  capacity  of  President/CEO.
Officer shall perform the duties customarily performed by an President/CEO.

         3. Intensity of Effort; Other Business.  Officer shall devote Officer's
entire  working time,  attention and efforts to Company's  business and affairs,
shall faithfully and diligently  serve Company's  interests and shall not engage
in any business or employment  activity that is not on Company's behalf (whether
or not pursued for gain or profit) except for (a) activities approved in writing
in advance by the Board and (b) passive  investments that do not involve Officer
providing any advice or services to the businesses in which the  investments are
made.

         4. Term.  The term of this  Agreement  starts on the Effective Date and
expires one year later (the "Initial Term").  This Agreement shall automatically
be renewed  for  successive  one-year  terms (each  referred to as an  "Extended
Term") unless  either party gives  written  notice of nonrenewal at least thirty
(30) days before the expiration of the term. Unless stated  otherwise,  the word
"year" as used in this Agreement refers to incremental  periods of 365 days each
(366 days in the case of a leap year),  not calendar  years.  This Agreement may
terminate before the expiration of any term as provided below.

         5. Compensation. Officer's compensation shall be as follows:

                  a. Officer's gross salary  initially shall be $8,500 per month
($102,000 per year on an annualized basis),  which shall be computed and paid in
equal installments  consistent with Company's normal payroll procedures.  At the
end of each calendar year,  Officer's  salary shall be reviewed by the Board and
adjusted  as  determined  by the Board in its sole  discretion,  provided  that,
absent cause or Officer's consent, it may not be adjusted downward.

                  b. Furthermore,  each Officer may purchase  additional options
at each quarter end. Not to exceed 25% of the Officer's gross quarterly  salary.
These  options  may be  purchased  at 15% below the lowest  strike  price in the
quarter of purchase.  Notice of intent to purchase must be made within the first
week of the last month of the quarter of purchase.

                  c. In the event that the Company were to be acquired;  any and
all Officer'stock and or stock options would automatically  become fully vested;
unless;  the Officer  were to  continue  employment,  then the Officer  would be
subject to the continuation of employment terms of the acquisition.

                  d. Officer may receive annual  bonuses,  profit sharing and/or
incentive  compensation  based on Company's  profitability  as determined by the
Board in its sole discretion.

                  e. Officer  shall be eligible for such other  compensation  as
may be provided by the Board in its sole discretion.

         6.  Benefit  Plans.  Officer  shall be eligible  for all benefit  plans
(including  retirement or pension  plans,  profit sharing plans and stock option
plans,  as may be made  available)  that are  provided  generally  to  Company's
executive Officers.

         7.  Vacation  and Sick  Leave.  Officer  shall be  entitled  3 weeks of
vacation  the first  year with an  additional  week for each  continued  year of
service (a prorated  accrual  method will be applied as necessary  for begin and
end dates within a calendar year).  Each calendar year end Officer may choose to
carry up to 50% of any pending  (unused)  vacation  time into the next  calendar
year  (never to exceed 6 weeks of  vacation  credit),  or Officer  may choose to
request a cash out for any pending  vacation  time not used during that calendar
year. If the Officer's term begins or ends

<PAGE>

         8. Disability. Officer shall be entitled to such disability benefits as
may be provided in the Company's benefit plan set forth in the Company's Officer
Handbook.

         9. Business Expenses.  Officer is authorized to incur reasonable travel
and  entertainment  expenses to promote Company's  business,  as approved by the
Company  Officers or Board of  Directors.  Company shall  reimburse  Officer for
those  expenses.  Officer shall provide to Company the itemized  expense account
information, as well as, associated receipts; that Company reasonably requests.

         10.  Termination.  Officer's  employment  may be terminated  before the
expiration of this Agreement as follows,  in which event Officer's  compensation
and benefits shall terminate except as otherwise provided below.

                  a. By Company Without Cause.  Company may terminate  Officer's
employment  at  anytime,  without  cause or good  reason or advance  notice.  If
Company terminates  Officer's  employment without cause,  however,  and provided
that  Officer  releases  Company  and its  agents  from any and all  claims in a
signed,  written release satisfactory in form and substance to Company,  Company
shall pay to Officer termination payments/severance as follows:

         1.) 3  months  of  regular  Officer  pay,  providing  the  Officer  has
         completed a minimum of 6 months of service with the company.  All stock
         becomes  automatically  fully  vested,  and,  50%  vesting on any stock
         options.

         2.) 6  months  of  regular  Officer  pay,  providing  the  Officer  has
         completed  a minimum  of 12 months of  service  with the  company.  All
         stock, as well as, any stock options become fully vested.

         3.) 12 months  of  regular  Officer  pay,  providing  the  Officer  has
         completed  a minimum of 18 months of service  with the  company.  . All
         stock, as well as, any stock options become fully vested.

         4.) A maximum  of 12 months  of  regular  Officer  pay,  providing  the
         Officer  has  completed  a minimum  of 18 months  of  service  with the
         company,  unless  otherwise  setforth in a 'Continuation  as Consultant
         Agreement'.  All stock,  as well as,  any stock  options  become  fully
         vested.

                  b. By  Company  for Cause.  Company  may  terminate  Officer's
employment for cause.  If Company wishes to terminate  Officer's  employment for
cause it shall first give Officer 30 days' written  notice of the  circumstances
constituting  cause and an opportunity to cure, unless the circumstances are not
subject to being cured. Following the notice and opportunity to cure (if cure is
not made),  or immediately  if notice and  opportunity to cure are not required,
Company may terminate Officer's employment for cause by giving written notice of
termination.  The notice may take  effect  immediately  or at such later date as
Company may designate, provided that Officer may accelerate the termination date
by  giving  five  business  days'  written  notice  of  the  acceleration.   Any
termination of Officer's  employment for cause must be approved by a majority of
the Board other than Officer. Officer must be given reasonable advance notice of
the  meeting  at  which  termination  is to  be  considered,  and  a  reasonable
opportunity  to  address  the Board.  Officer  would no longer be  eligible  for
company  benefits of any kind; any stock options not fully vested would be fully
surrendered to the company.

<PAGE>

                  For purposes of this Agreement "cause" means and is limited to
dishonesty,  fraud,  commission  of a  felony  or  of a  crime  involving  moral
turpitude, destruction or theft of Company property, physical attack to a fellow
Officer,  intoxication  at work,  use of  narcotics or alcohol to an extent that
materially  impairs  Officer's  performance  of  his  or  her  duties,   willful
malfeasance  or  gross  negligence  in  the  performance  of  Officer's  duties,
violation of law in the course of employment that has a material  adverse impact
on Company or its Officers,  misconduct  materially injurious to Company, or any
material  breach of Officer's  duties or  obligations to Company that results in
material harm to Company.

                  c. By Officer  Without  Good  Reason.  Officer  may  terminate
Officer's  employment  at any time,  with or without good reason,  by giving one
hundred and eighty (180) days' advance  written notice of  termination.  Officer
would no longer be eligible for company benefits of any kind; any  stock/options
not fully vested would be fully surrendered to the company.

                  d. By Officer for Good Reason. Officer may terminate Officer's
employment for good reason, in which event Officer shall be entitled to the same
rights under this  Agreement as if Company had terminated  Officer's  employment
without cause. If Officer wishes to terminate employment for good reason Officer
shall  first  give  Company  30  days'  written  notice  of  the   circumstances
constituting  good reason and an opportunity to cure,  unless the  circumstances
are not subject to being cured. Following the notice and opportunity to cure (if
cure is not made),  or  immediately  if notice and  opportunity  to cure are not
required,  Officer may terminate  employment  for good reason by giving  written
notice of termination.  The notice may take effect  immediately or at such later
date as  Officer  may  designate,  provided  that  Company  may  accelerate  the
termination   date  by  giving  five  business   days'  written  notice  of  the
acceleration.  Officer  would no longer be eligible for company  benefits of any
kind;  any stock  options not fully  vested  would be fully  surrendered  to the
company;  unless  otherwise  agreed  upon  and  approved  through  the  Board of
Directors of the Company.

                  For purposes of this  Agreement,  "good  reason"  means and is
limited to the  occurrence  without  cause and  without  Officer's  consent of a
material  reduction  in  the  character  of  Officer's  duties,  level  of  work
responsibility  or working  conditions,  a reduction in Officer's  salary and/or
benefits greater than 10% of the level initially established at the commencement
of this Agreement, Company requiring Officer to be based anywhere other than the
greater Houston area, except for reasonable travel on Company's business, or any
material  breach by Company of its duties or obligations to Officer that results
in material harm to Officer.

                  e. Death.  Officer's employment shall terminate  automatically
upon Officer's death.

         11.  Indemnification.  Company shall defend and indemnify  Officer from
and against any and all claims  that may be  asserted  against  Officer by third
parties  (including  derivative  claims  asserted by third  parties on behalf of
Company) that are connected with Officer's  employment by Company, to the extent
permitted by applicable law. The foregoing notwithstanding, Company shall not be
required to defend or  indemnify  Officer (a) in  criminal  proceedings,  (b) in
civil  proceedings  where  Officer is the  plaintiff  or (c) to the extent it is
finally adjudicated that Officer did not act in good faith and in the reasonable
belief that  Officer's  actions were  appropriate  in the discharge of Officer's
duties for  Company.  Company  may  fulfill  its duty of  defense  by  providing
competent  legal  counsel of Company's  choosing.  The  foregoing  rights are in
addition to any other  rights to which  Officer may be entitled  under any other
agreement,   policy,  bylaw,  insurance  policy,  ordinance,  statute  or  other
provision.

<PAGE>

         12.   Invention,   Confidentiality,   Nonraiding   and   Noncompetition
Agreement. Officer shall execute an Invention,  Confidentiality,  Nonraiding and
Noncompetition  Agreement in the form  attached as Exhibit A, which is a part of
this Agreement.

         13. Dispute  Resolution.  All disputes between Officer and Company that
otherwise would be resolved in court shall be resolved  instead by the following
alternate dispute resolution process (the "Process" ).

                  a.  Disputes  Covered.  This  Process  applies to all disputes
between  Officer and Company,  including those arising out of or related to this
Agreement or Officer's  employment at Company.  Disputes subject to this Process
include  but  are not  limited  to pay  disputes,  contract  disputes,  wrongful
termination  disputes and  discrimination,  harassment or civil rights disputes.
This Process applies to disputes  Officer may have with Company and also applies
to disputes Officer may have with any of Company's Officers or agents so long as
the  Officer  or agent  with whom  Officer  has the  dispute is also bound by or
consents to this Process.  This Process  applies  regardless of when the dispute
arises and will remain in effect after  Officer's  employment with Company ends,
regardless  of the reason it ends.  This  Process  does not apply,  however,  to
workers' compensation or unemployment compensation claims.

                  b. Mediation.  Before having an arbitration  hearing,  Officer
and Company  agree to attempt to resolve all  disputes  by  mediation  using the
Employment Mediation Rules of the American Arbitration Association. Mediation is
a nonbinding process in which a neutral person helps the parties to try to reach
an agreement to resolve their disputes. If the mediation is done after one party
has  started  the  arbitration  process,  the  mediation  shall  not  delay  the
arbitration  hearing  date.  Temporary or interim  relief may be sought  without
mediating  first.  Any  failure to mediate  shall not affect the  validity of an
arbitration award or the obligation to arbitrate.

                  c.  Arbitration.   All  disputes  that  are  not  resolved  by
agreement  (in   mediation  or   otherwise)   shall  be  determined  by  binding
arbitration. Arbitration is a process in which one or more neutral people decide
the case after hearing evidence  presented by both sides. The arbitration  shall
be governed by the rules of the American Arbitration Association.

                  d.  Injunctive  Relief.  Either  party may  request a court to
issue such temporary or interim relief (including  temporary  restraining orders
and  preliminary  injunctions)  as may be  appropriate,  either  before or after
mediation or  arbitration  is commenced.  The temporary or interim  relief shall
remain in effect  pending  the  outcome of  mediation  or  arbitration.  No such
request  shall be a waiver of the right to submit any  dispute to  mediation  or
arbitration.

                  e. Attorneys'  Fees,  Venue and  Jurisdiction in Court. In any
lawsuit  arising out of or related to this Agreement or Officer's  employment at
Company,  the  prevailing  party shall recover  reasonable  costs and attorneys'
fees,  including on appeal.  Venue and  jurisdiction  of any such lawsuit  shall
exist exclusively in state and federal courts in Galveston County, Texas, unless
injunctive relief is sought by Company and, in Company's  judgment,  that relief
might not be effective unless obtained in some other venue.  These provisions do
not give any party a right to proceed in court in violation of the  agreement to
arbitrate described above.

                  f. Employment Status. This Dispute Resolution Process does not
guarantee continued employment,  require discharge only for cause or require any
particular corrective action or discharge procedures.

<PAGE>

         14.  Governing  Law. This  Agreement  shall be governed by the internal
laws of the state of Texas without giving effect to provisions  thereof  related
to choice of laws or conflict of laws.

         15.  Saving  Provision.  If any  part of this  Agreement  is held to be
unenforceable, it shall not affect any other part. If any part of this Agreement
is held to be  unenforceable  as  written,  it shall be  enforced to the maximum
extent  allowed  by  applicable  law.  The   indemnification,   confidentiality,
limitations on publicity,  possession of materials,  noncompetition,  nonraiding
and  dispute  resolution  provisions  of  this  Agreement  shall  survive  after
Officer's  employment  by Company ends,  regardless  of the reason it ends,  and
shall be enforceable regardless of any claim Officer may have against Company.

         16. Waiver. No waiver of any provision of this Agreement shall be valid
unless in  writing,  signed by the party  agains whom the waiver is sought to be
enforced.  The waiver of any breach of this  Agreement or failure to enforce any
provision of this Agreement shall not waive any later breach.

         17. Assignment;  Successors. Company may assign its rights and delegate
its duties  under this  Agreement.  Officer may not assign  Officer's  rights or
delegate Officer's duties under this Agreement.

         18.  Binding  Effect.  This  Agreement  is binding upon the parties and
their personal representatives, heirs, successors and permitted assigns.

         19.  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts,  each of  which  shall  be an  original  and all of  which,  taken
together, shall constitute a single agreement.

         20.  Legal  Representation.  In  connection  with this  Agreement,  the
Company's law firm has only represented Company and has not represented Officer.
Officer  acknowledges  that Officer has been advised to consult with independent
legal counsel before  signing this  Agreement and has had the  opportunity to do
so.

         21.  Complete  Agreement.  This  Agreement,  together with the attached
Exhibits,  is the  final  and  complete  expression  of the  parties'  agreement
relating to Officer's employment, and supercedes any prior employment agreements
and/or understandings between the parties. This Agreement may be amended only by
a writing  signed by both parties;  it may not be amended orally or by course of
dealing.  The parties are not entering into this  Agreement  relying on anything
not  set  out  in  this  Agreement.   This  Agreement  shall  control  over  any
inconsistent policies or procedures of Company, whether in effect now or adopted
later,  but Company's  policies and  procedures  that are  consistent  with this
Agreement,  whether  in effect  now or  adopted  later,  shall  apply to Officer
according to their terms.


<PAGE>


         DATED as of the date first written above.

         OFFICER:                           /s/ James T. Voss
                                            -----------------
                                            James T. Voss

         COMPANY:                           PALMWORKS, INC.

                                            /s/ Ellen S. Eckler
                                            -------------------
                                            Ellen S. Eckler
                                            Director

                                            /s/ Brent Nelson
                                            -------------------
                                            Brent Nelson
                                            Director


<PAGE>
                                 PALMWORKS, INC.

                                    EXHIBIT A

                         OFFICER NONDISCLOSURE AGREEMENT

         This  Officer  Nondisclosure  Agreement  (this  "Agreement")  is by and
between the undersigned  officer ("Officer") and PALMWORKS INC. ("the Company").
For good and valuable  consideration  the receipt and  sufficiency  of which are
hereby acknowledged, the parties agree:

         1.  Confidentiality.  Officer  recognizes  that  during  the  course of
employment  with,  the  PALMWORKS  INC.,  Officer  will have  access to  certain
Confidential  Information  (as  defined  below)  relating  to  the  business  of
PALMWORKS INC. Officer agrees that all Confidential Information shall remain the
exclusive property of PALMWORKS INC.

         At all times during or following  Officer's  employment  with PALMWORKS
INC.,  Officer agrees not to disclose to anyone outside  PALMWORKS  INC., nor to
use for any  purpose  other than  Officer's  work for  PALMWORKS  INC.;  (i) any
Confidential  Information  or (ii) any  information  PALMWORKS INC. has received
from others  which  PALMWORKS  INC. is  obligated  to treat as  confidential  or
proprietary.

         If Officer has any questions as to what comprises such  confidential or
proprietary  information,  or to whom, if anyone,  it may be disclosed,  Officer
will consult with his or her supervisor. In any dispute over whether information
is Confidential  Information  for purposes of enforcement of this Agreement,  it
shall be the burden of Officer to show both that such  contested  information is
not Confidential  Information  within the meaning of the Agreement,  and that it
does not constitute a trade secret under the laws of the State of Texas.

         2. Definition of Confidential Information.  "Confidential  Information"
means any information or material in which PALMWORKS INC.,  whether or not owned
or developed  by  PALMWORKS  INC.,  which is not  generally  known other than by
PALMWORKS INC., and of which Officer may obtain knowledge through or as a result
of the employment relationship established with PALMWORKS INC..

         Without limiting the foregoing, Confidential Information means: (a) any
and all information relating to research,  development, trade secrets, know how,
inventions,   technical  data,  software,   manufacture,  and  engineering;  (b)
information  entrusted TO  PALMWORKS  INC.,  or its  principal  officers  and/or
officers  by  third  parties;  and (c) any and  all  business  plans,  marketing
techniques and plans,  financial  materials,  cost data, customer lists, pricing
policies and other  proprietary  business  information  relating to  purchasing,
accounting,  marketing,  merchandising or selling.  Proprietary information also
includes any non-public  information  obtained in the course of employment  with
PALMWORKS INC.

         Confidential  Information will not include information that (i) Officer
lawfully   obtains  from  any  third  party  who  has  lawfully   obtained  such
information;  or (ii) is generally available to the public or is later published
or generally disclosed to the public by PALMWORKS INC.

<PAGE>

         3.  Return of  Materials.  At the time  Officer  leaves  the  employ of
PALMWORKS INC.,  Officer shall return all papers,  drawings,  notes,  memoranda,
manuals,  specifications,  designs, devices, documents, diskettes and tapes, and
any other  material on any media  containing or disclosing any  confidential  or
proprietary  technical or business  information.  Officer  shall also return any
keys, pass cards, identification cards, or other property belonging to PALMWORKS
INC.

         4. No Guarantee of  Employment.  Officer  acknowledges  and agrees that
Officer's  employment  with PALMWORKS  INC., is of indefinite  duration and that
either   PALMWORKS  INC.  or  Officer  is  free  to  terminate  this  employment
relationship  at will  and at any  time  with or  without  cause.  Officer  also
acknowledges  that any  representation to the contrary is unauthorized and void,
unless contained in a formal written employment contract signed by an officer of
PALMWORKS INC..

         5. Injunctive Relief.  Officer  acknowledges that any violation of this
Agreement  by Officer  will  cause  irreparable  injury to  PALMWORKS  INC.  and
PALMWORKS INC. shall be entitled to  extraordinary  relief in court,  including,
but not limited to, temporary restraining orders,  preliminary injunctions,  and
permanent  injunctions,  without  the  necessity  of posting  bond or  security.
Officer consents to PALMWORKS INC.  notifying anyone to whom Officer may provide
services of the existence and terms of this Agreement.

         6.  Miscellaneous.  If court  proceedings  are  required to enforce any
provision of this Agreement,  the prevailing party shall be entitled to an award
of  reasonable  costs and  expenses  of  litigation  and any  appeal,  including
reasonable  attorneys' fees. This Agreement shall be governed by the laws of the
State of Texas.  Venue for any action arising out of this Agreement  shall exist
exclusively in Galveston County, Texas, or in the Federal District Court for the
Southeastern  District of Texas, unless injunctive relief is sought by PALMWORKS
INC. and, in PALMWORKS INC.  judgment,  may not be effective  unless obtained in
some other venue.  Officer's  obligations under this Agreement supplement and do
not limit other  obligations  Officer has to PALMWORKS  INC.  including  without
limitation  under the law of trade secrets.  This Agreement shall be enforceable
regardless of any claim Officer may have against PALMWORKS INC. If any provision
of this Agreement is held to be unenforceable  as written,  it shall be enforced
to the  maximum  extent  allowed by  applicable  law. If any  provision  of this
Agreement is void or is so declared,  such provision  shall be severed from this
Agreement, which shall otherwise remain in full force and effect. This Agreement
shall  survive  termination  of  Officer's  employment,   however  caused.  This
Agreement shall be enforceable  regardless of any claim Officer may have against
PALMWORKS  INC.  This  Agreement  is the final and  complete  expression  of the
parties'  agreement  on these  subjects,  and may be  amended  only in a writing
signed by PALMWORKS INC. and Officer.

         DATED this 28th day of October, 1999



OFFICER:                                           /s/ James T. Voss
                                                   ----------------------------
                                                   James T. Voss, President/CEO