EXHIBIT 10.12

                         EXECUTIVE EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (the "Agreement") dated as of April 2nd, 2004 (the
"Effective Date"), between Video Without Boundaries, Inc. a Florida corporation
(the "Company"), and Terry L. Glatt (the "Executive").

                               W I T N E S S E T H

WHEREAS, the Company desires to employ the Executive as its Chief Technology
Officer ("CTO");

WHEREAS, the Company and the Executive desire to enter into the Agreement as to
the terms of his employment by the Company;

NOW THEREFORE, in consideration of the foregoing, of the mutual promises
contained herein and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

1.       POSITION/DUTIES.

         (a) During the Employment Term (as defined in Section 2 below), the
             Executive shall serve as CTO of the Company. In this capacity the
             Executive shall have such duties, authorities, and responsibilities
             commensurate with the duties, authorities, and responsibilities of
             persons in similar capacities in similarly sized companies, related
             to the management of set-top box product design, production, and
             product line development and other duties and responsibilities as
             mutually agreed as per semi-annual Executive performance and
             management objectives reviews. For the avoidance of doubt, the CTO
             position does not include selling or account management or any
             sales commission-based duties or responsibilities. The Executive
             shall report exclusively to the Chief Executive Officer ("CEO") of
             the Company.

         (b) During the Employment Term, the Executive shall only serve on the
             board of directors or advisory boards of other companies or
             educational organizations with prior written approval by the
             Company.

2.       EMPLOYMENT TERM. The Executive's term of employment under this
         Agreement (such term of employment, as it may be extended or
         terminated, is herein referred to as the "Employment Term") shall be
         for a term commencing on the Effective Date and, unless terminated
         earlier as provided in Section 7 hereof, ending three years from the
         Effective Date (the "Original Employment Term"), provided that the
         Employment Term shall be automatically extended, subject to earlier
         termination as provided in Section 7 hereof, for successive additional
         one (1) year periods (the "Additional Term(s)"), unless, at least sixty
         (60) days prior to the end of the Original Employment Term or the then
         Additional Term, the Company or the Executive has notified the other in


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         writing that the Employment Term shall terminate at the end of the then
         current term.

3.       BASE SALARY. The Company agrees to pay the Executive a base salary (the
         "Base Salary") at an annual rate of not less than US $180,000, payable
         in accordance with the regular payroll practices of the Company, but
         not less frequently than twice monthly. The Executive's Base Salary
         shall be subject to annual review by the CEO and the Company's Board of
         Directors (or a committee thereof) and may be increased from time to
         time by the CEO or the Board and decreased only by written agreement by
         the Executive. No increase to Base Salary shall be used to offset or
         otherwise reduce any obligations of the Company to the Executive
         hereunder or otherwise. The base salary as determined herein from time
         to time shall constitute "Base Salary" for purposes of this Agreement.
         Any calculation to be made under this Agreement with respect to Base
         Salary shall be made using the then current Base Salary in effect at
         the time of the event for which such calculation is made.

4.       BONUSES.

         (a) SIGN-ON BONUS. Upon execution of this Agreement, the Company shall
             pay the Executive a one-time non-refundable lump sum cash payment
             in the amount of US $50,000 (the "Sign-On Bonus").

         (b) MINIMUM ANNUAL BONUS. The Executive shall receive a minimum cash
             bonus payable within thirty (30) days of the end of each fiscal
             year ending each December 31 (the "Bonus Date"), equal to the
             lesser of one hundred percent (100%) of Base Salary or fifteen
             percent (15%) of Gross Profit. "Gross Profit" shall be the gross
             profit of the Company mutually agreed or determined in accordance
             with generally accepted accounting practices by a mutually selected
             independent accounting firm at the Company's expense. The
             determination of the Gross Profit made by the independent
             accounting firm shall be final and binding upon Executive and
             Company.

         (c) ANNUAL BONUS. In addition to the MINIMUM ANNUAL BONUS, the
             Executive shall be eligible to participate in the Company's bonus
             and other incentive compensation plans and programs for the
             Company's senior executives at a level commensurate with his
             position. The Executive shall have the opportunity to earn an
             additional annual target bonus measured against objective financial
             criteria to be determined by the Company.

5.       EQUITY AWARDS.

         (a) SIGN-ON WARRANT GRANT. The Company shall award the Executive as of
             the Effective Date five-year warrants to purchase 100,000 Company
             Rule-144 shares (the "Common Stock"). The exercise price shall be
             equal to the current Market bid price in US dollars.


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         (b) SIGN-ON STOCK GRANT. The Company shall issue the Executive 250,000
             Company Rule-144 shares of stock issued in his name. One hundred
             thousand (100,000) shares shall be due, issued, vested, and
             delivered to the Executive upon execution of this agreement. The
             remaining one hundred and fifty thousand (150,000) shares shall be
             vested and delivered in fifty thousand (50,000) share lots on each
             the 180th, 270th, and 360th day following execution of this
             agreement. All deliveries of shares will be via a common courier or
             in person.

         (c) ANNUAL WARRANT GRANT. The Company shall award the Executive as of
             each anniversary of the Effective Date (the "Anniversary"),
             five-year warrants to purchase at least 100,000 Company Rule-144
             shares (the "Annual Warrants"). The Company shall set the exercise
             price within the 30 days prior to each Anniversary.

         (d) DISCRETIONARY GRANTS. In addition to the equity awards contemplated
             under this Section 5, at the sole discretion of the Company, the
             Executive shall be eligible for additional annual grants of stock
             options and/or warrants and other equity awards.

         (e) ACCELERATION EVENTS. If (i) the Executive's employment by the
             Company is terminated by the Company other than for Cause, Death,
             or Disability or by the Executive for Good Reason or (ii) Change in
             Control (as defined in Exhibit A hereto) occurs, all then
             outstanding unvested and undelivered equity awards shall be fully
             vested and delivered.

6.       EMPLOYEE BENEFITS.

         (a) BENEFIT PLANS.

             (i) The Executive shall be entitled to participate in all employee
             benefit plans of the Company including, but not limited to, equity,
             pension, thrift, profit sharing, medical coverage, education, or
             other retirement or welfare benefits that the Company has adopted
             or may adopt, maintain or contribute to for the benefit of its
             senior executives at a level commensurate with his positions
             subject to satisfying the applicable eligibility requirements. Such
             benefits, in the aggregate, shall be no less favorable than the
             level of benefits in effect on the Effective Date; provided,
             however, that in the event there is a reduction of employee
             benefits applicable to senior executives generally, nothing herein
             shall preclude the Company's ability to reduce the Executive's
             benefits consistent with such reduction.

             (ii) Without limiting the generality of the foregoing, during the
             Employment Term, the Company shall either (A) provide for the
             Executive and his family, (B) pay the Executive quarterly in
             advance for, or (C) pay the invoices for (at the Executive's


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             discretion) health insurance, dental insurance, vision insurance,
             term life insurance, accidental death and dismemberment insurance,
             and short-term and long-term disability insurance covering the
             Executive and his family. The policies for such insurance shall
             provide coverage parameters, such as but not limited to
             co-payments, deductibles, and limits, equivalent to the 2004 United
             Healthcare policy from the Executive's prior employer. Without
             limiting the Executive's alternatives for the insurance coverages
             provided for in this Section 6(a)(ii) the Executive's COBRA plan is
             hereby agreed to be one example of such insurance coverages. In the
             case of (B) or (C), annual payment of premiums is capped at
             fourteen thousand five hundred US dollars (US $14,500).

         (b) SUPPLEMENTAL RETIREMENT BENEFIT.

             The Company shall match the Executive's contributions up to the
             maximum percentage of the Base Salary identified by the federal
             government for 401K or similar plan contributions ("Company Match")
             once the company establishes a qualified retirement fund program
             and according to the rules of that program.

         (c) VACATIONS. The Executive shall be entitled to an annual paid
             vacation in accordance with the Company's policy applicable to
             senior executives, but in no event less than four weeks per year
             (as prorated for partial years), which vacation may be taken at
             such times as the Executive elects with due regard to the needs of
             the Company. The Executive shall accrue vacation time year-to-year
             with a cap of twelve (12) weeks.

         (d) PERQUISITES. The Company shall provide to the Executive, at the
             Company's cost, all perquisites which other senior executives of
             the Company are generally entitled to receive.

         (e) BUSINESS AND ENTERTAINMENT EXPENSES.

             (i) The Company shall provide a Company credit card and
             discretionary expense account to the Executive for the purposes of
             Business and Entertainment Expenses. The limits of said credit card
             and account shall be set and revised by the Company.

             (ii) Upon presentation of appropriate documentation, the Executive
             shall be reimbursed in accordance with the Company's expense
             reimbursement policy for all reasonable and necessary business and
             entertainment expenses incurred in connection with the performance
             of his duties hereunder.

         (f) TRAVEL. All expenses related to business travel shall be paid by
             the Company. The Executive shall have access to coach class
             commercial air travel for flights under three (3) hours and
             business class commercial air travel for flights greater than three
             (3) hours, all on main tier airlines (such as but not limited to
             USAir, United, Continental, Delta). All frequent flyer miles earned
             while traveling for the Company are the Executive's for use at his
             discretion.


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         (g) LOCATION AND RELOCATION.

             (i) The Executive's principal place of employment shall be at the
             Company's principal headquarters in Pompano Beach, Florida.

             (ii) In the event the Company and the Executive mutually agree to
             relocate the Executive's principal place of employment to a new
             principal Company headquarters location, the Executive will
             relocate to the vicinity of the Company's new principal
             headquarters within a time frame mutually agreed upon between the
             Executive and the Company (the "Relocation Period"). The Executive
             shall be entitled to relocation benefits in accordance with the
             Company's relocation policy and such additions thereto as mutually
             agreed to by the Executive and the Company, including, but not
             limited to, reimbursement for all costs associated with moving the
             Executive and his family, possessions, and vehicles, and any costs
             and commissions associated with the sale of the Executive's
             residence and purchase of a new residence. In addition, the Company
             shall pay for or reimburse the Executive for the reasonable cost of
             travel between the Executive's current residence and the Company's
             new principal headquarters and, prior to the Executive's
             relocation, the Company shall provide suitable temporary housing
             for the Executive's use when he is at the Company's new principal
             headquarters plus living expenses, as mutually agreed to by the
             Executive and the Company. The Company shall gross up for tax
             purposes any deemed income arising pursuant to the payment or
             benefits provided under this Section 6(g)(ii), so that the economic
             benefit is the same to the Executive as if such payment or benefits
             were provided on a non-taxable basis to the Executive.

7.       TERMINATION. The Executive's employment and the Employment Term shall
         terminate on the first of the following to occur:

         (a) DISABILITY. Upon written notice by the Company to the Executive of
             termination due to Disability, while the Executive remains
             Disabled. For purposes of this Agreement, "Disability" shall be
             defined as the inability of the Executive to have performed his
             material duties hereunder due to a physical or mental injury,
             infirmity or incapacity for 180 days (including weekends and
             holidays) in any 365-day period. An independent physician mutually
             selected by the Company and the Executive shall determine the
             existence or nonexistence of a Disability.

         (b) DEATH. Automatically on the date of death of the Executive.

         (c) CAUSE. Immediately upon written notice by the Company to the
             Executive of a termination for Cause. "Cause" shall mean:

             (i) The Executive shall have been indicted for a felony other than
             one based on Limited Vicarious Liability, or


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             (ii) The termination is evidenced by a resolution adopted in good
             faith by at least two-thirds of, if a Board is in place, the
             members of the Board, else if no Board is in place, a committee
             formed by at least three of the Company's executives, concluding
             that Executive intentionally and continually failed substantially
             to perform his reasonably assigned duties with the Company (other
             than a failure resulting from Executive's incapacity due to
             physical or mental illness or from the assignment to Executive of
             duties that would constitute Good Reason), which failure has
             continued for a period of at least 30 days after a written notice
             of demand for substantial performance, signed by the CEO, has been
             delivered to Executive specifying the manner in which Executive has
             failed substantially to perform

             (iii) Notwithstanding anything in the foregoing to the contrary, if
             the Executive has been terminated ostensibly for Cause because he
             has been indicted for a felony (other than one involving Limited
             Vicarious Liability), and he is not convicted of, or does not plead
             guilty or nolo contendere to, such felony or a lesser offense
             (based on the same operative facts), such termination shall be
             deemed to be a termination without Cause as of the date of the
             termination; provided, however, that, in the event that the
             Executive has been terminated ostensibly for Cause because he has
             been indicted for a felony (other than one involving Limited
             Vicarious Liability)

                   (A) Undelivered Rule-144 stock shares shall only be
                   forfeited in the event that the Executive is convicted of or
                   pleads guilty or nolo contendere to a felony or a lesser
                   offense and any vesting or distribution shall be suspended
                   until a final determination in such proceeding is reached;

                   (B) Any cash payments shall be paid after a final
                   determination in such proceeding is reached; and

                   (C) The Company will pay the Executive an amount equal to
                   the value of health and welfare benefits that would
                   otherwise been provided to the Executive as a result of the
                   termination, if any, after a final determination in such
                   proceeding is reached.

             (iv) For purposes of the foregoing, the term Limited Vicarious
             Liability shall mean any liability which is based on acts of the
             Company for which Executive is responsible solely as a result of
             his office(s) with the Company; provided that

                   (A) he was not directly involved in such acts and either had
                   no prior knowledge of such intended actions or, upon
                   obtaining such knowledge, promptly acted reasonably and in
                   good faith to attempt to prevent the acts causing such
                   liability or;

                   (B) after consulting with the Company's counsel, he
                   reasonably believed that no law was being violated by such
                   acts.


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         (d) WITHOUT CAUSE. Upon fifteen-days (15) written notice by the Company
             to the Executive of an involuntary termination without Cause, other
             than for death or Disability.

         (e) GOOD REASON. Upon written notice by the Executive to the Company of
             a termination for Good Reason, unless such events are corrected in
             all material respects by the Company within thirty (30) days
             following written notification by the Executive to the Company that
             he intends to terminate his employment hereunder for one of the
             reasons set forth below. "Good Reason" shall mean, without the
             express written consent of the Executive, the occurrence of any of
             the following events:

             (i) assignment to the Executive of any duties inconsistent in any
             material respect with the Executive's position (including titles
             and reporting relationships), authority, duties or responsibilities
             as contemplated by this Agreement, or any other action by the
             Company which results in a significant diminution in such position,
             authority, duties or responsibilities;

             (ii) any failure by the Company to comply with any of the material
             provisions regarding Executive's Base Salary, bonus, annual equity
             incentive, benefits and perquisites, retirement benefit,
             relocation, and other benefits and amounts payable to Executive
             under this Agreement;

             (iii) the Executive being required to relocate to a principal place
             of employment more than thirty (30) miles from the Company's
             principal headquarters in Pompano Beach, Florida;

             (iv) the delivery by the Company of a notice of non-renewal
             pursuant to Section 2 hereof;

             (v) any breach of the Company's representations set forth in
             Section 21 hereof which has a material adverse impact on the
             Company; or

             (vi) any termination by the Executive during the 30-day period
             immediately following the first anniversary of the date of any
             Change in Control.

         (f) WITHOUT GOOD REASON. Upon fifteen (15) business days' prior written
             notice by the Executive to the Company of the Executive's voluntary
             termination of employment without Good Reason (which the Company
             may, in its sole discretion, make effective earlier than any notice
             date).

8.       CONSEQUENCES OF TERMINATION. Upon termination as per Section 7 above
         the following amounts and benefits shall be due and paid to the
         Executive.

         (a) DISABILITY. Upon such termination, the Company shall pay or provide
             the Executive:


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             (i) any unpaid Base Salary through the date of termination and any
             accrued vacation;

             (ii) any unpaid bonus earned with respect to any fiscal year ending
             on or preceding the date of termination;

             (iii) reimbursement for any unreimbursed expenses incurred through
             the date of termination; and

             (iv) all other payments, benefits or fringe benefits to which the
             Executive may be entitled under the terms of any applicable
             compensation arrangement or benefit, equity or fringe benefit plan
             or program or grant or this Agreement (sections (i) through (iv)
             are collectively, "Accrued Amounts").

         (b) DEATH. In the event the Employment Term ends on account of the
             Executive's death, the Executive's estate shall be entitled to any
             Accrued Amounts.

         (c) TERMINATION FOR CAUSE OR WITHOUT GOOD REASON. If the Executive's
             employment should be terminated (i) by the Company for Cause, or
             (ii) by the Executive without Good Reason, the Company shall pay to
             the Executive any Accrued Amounts.

         (d) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If the Executive's
             employment by the Company is terminated by the Company other than
             for Cause (other than a termination for Disability) or by the
             Executive for Good Reason, the Company shall pay or provide the
             Executive with:

             (i) Accrued Amounts;

             (ii) a pro-rata portion of the Executive's bonus for the
             performance year in which the Executive's termination occurs by the
             Bonus Date (determined by multiplying the amount the Executive
             would have received had employment continued through the end of the
             performance year by a fraction, the numerator of which is the
             number of days during the performance year of termination that the
             Executive is employed by the Company and the denominator of which
             is 365);

             (iii) a lump sum in cash in an amount equal to eighteen (18) months
             of the then current Base Salary ("Severance Pay");

             (iv) a lump sum in cash in an amount equal to eighteen (18) months
             premiums for the Benefits in Section 6(ii).

         (e) NON-COMPETE.


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             (i) In the event the Executive is paid the Severance Pay in full as
             defined in Section 8, during the nine (9) month period thereafter,
             the Executive will not directly or indirectly (as an employee,
             director, officer, consultant, manager, independent contractor, or
             advisor) engage in competition with, or own any interest in,
             perform any services for, participate in or be connected with the
             division or business unit of any business or organization which
             engages in direct competition with the Company as defined in
             Section 8(e)(ii) below; provided, however, that the provisions of
             this Section shall not be deemed to prohibit the Employee's (A)
             ownership of not more than two percent (2%) of the total shares of
             all classes of stock outstanding of any publicly held company, or
             (B) ownership, whether through direct or indirect stock holdings or
             otherwise, of one percent (1%) or less of any other business.

             (ii) For the purposes of this Section 8(e) the division or business
             unit of a business or organization shall be deemed to be engaging
             in direct competition with the Company if such division or business
             unit is engaged in the manufacture of PC-television convergence
             devices. The parties agree that the intent of Section 8 is to
             prohibit the Executive from directly competing against the Company.
             As a result, the parties agree that the Company or the Executive
             may request a revision of Section 8(e)(ii) on an annual basis to
             ensure that the definition accurately reflects the business of the
             company. Upon request of either party, the definition may be
             revised annually. However, as stated in Section 19, any revision to
             the definition, and thus, any amendment or supplement to this
             agreement, must be in writing and signed by the Executive and such
             officer or director as may be designated by the Company.

9.       CONFIDENTIALITY, NONSOLICITATION, NONDISPARAGMENT, REFORMATION,
         SURVIVAL OF PROVISIONS, INVENTIONS

         (a) CONFIDENTIALITY. The Executive agrees that he shall not, directly
             or indirectly, use, make available, sell, disclose or otherwise
             communicate to any person, other than in the course of the
             Executive's assigned duties and for the benefit of the Company,
             either during the period of the Executive's employment or at any
             time thereafter, any nonpublic, proprietary or confidential
             information, knowledge or data relating to the Company, any of its
             subsidiaries, affiliated companies or businesses, which shall have
             been obtained by the Executive during the Executive's employment by
             the Company. The foregoing shall not apply to information that

             (i) was known to the public prior to its disclosure to the
             Executive;

             (ii) becomes known to the public subsequent to disclosure to the
             Executive through no wrongful act of the Executive or any
             representative of the Executive; or


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             (iii) the Executive is required to disclose by applicable law,
             regulation or legal process (provided that the Executive provides
             the Company with prior notice of the contemplated disclosure and
             reasonably cooperates with the Company at its expense in seeking a
             protective order or other appropriate protection of such
             information). Notwithstanding clauses (i) and (ii) of the preceding
             sentence, the Executive's obligation to maintain such disclosed
             information in confidence shall not terminate where only portions
             of the information are in the public domain.

         (b) NONDISPARAGMENT. Each of the Executive and the Company agrees not
             to make any public statements that disparage the other party, or in
             the case of the Company, its respective affiliates, employees,
             officers, directors, products or services. Notwithstanding the
             foregoing, statements made in the course of sworn testimony in
             administrative, judicial or arbitral proceedings (including,
             without limitation, depositions in connection with such
             proceedings) shall not be subject to this Section 9 (b).

         (c) REFORMATION. If it is determined by a court of competent
             jurisdiction in any state that any restriction in this Section 9 is
             excessive in duration or scope or is unreasonable or unenforceable
             under the laws of that state, it is the intention of the parties
             that such restriction may be modified or amended by the court to
             render it enforceable to the maximum extent permitted by the law of
             that state.

         (d) SURVIVAL OF PROVISIONS. The obligations contained in this Section 9
             shall survive the termination or expiration of the Executive's
             employment with the Company and shall be fully enforceable
             thereafter.

         (e) INVENTIONS AND OWNERSHIP.

             (i) Programs, inventions, innovations or improvements
             ("Inventions") made, developed or created by the Executive during
             the course of and related to fulfilling his duties during the term
             of this employment and which may be directly useful in, or relate
             to, the business of the Company shall be promptly and fully
             disclosed by the Executive to the Company and, shall be the
             Company's exclusive property. Upon request, the Employee shall
             promptly deliver to an appropriate representative of the Company as
             designated by the Board all software, programs, code,
             specifications, proposals, papers, drawings, models, data and other
             material relating to any inventions made, developed or created by
             the Employee as aforesaid. The Employee shall, at the request of
             the Company and without any payment therefore, execute any
             documents necessary or advisable in the opinion of the Company's
             counsel to direct issuance of patents or copyrights to the Company
             with respect to such inventions as are to be the Company's
             exclusive property or vest in the Company title to such inventions.
             The expense of securing any such patent or copyright shall be borne
             by the Company. The provisions of this Section 9(e) shall survive
             the termination of this Agreement.


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             (ii) The Company acknowledges that the Executive has a history of
             invention including but not limited to personally funded granted
             patents and that the Executive will continue to develop his own
             existing and new inventions and patents. No transfer or assignment
             of any rights is made or implied herein to any such existing
             patents or new inventions or patents developed outside the course
             of, and not related to, fulfilling the Executive's duties.

10.      ATTORNEY'S FEES.

         In the event of any dispute arising out of or under this Agreement or
         the Executive's employment with the Company, if the arbitrator or court
         of competent jurisdiction, whichever is hearing the matter, determines
         that the Executive has prevailed on the issues in the arbitration or
         court proceeding, as the case may be, the Company shall, upon
         presentment of appropriate documentation, at the Executive's election,
         pay or reimburse the Executive for all reasonable legal and other
         professional fees, costs of arbitration and other reasonable expenses
         incurred in connection therewith by the Executive.

11.      NO ASSIGNMENTS.

         (a) This Agreement is personal to each of the parties hereto. Except as
             provided in Section 11(b) below, no party may assign or delegate
             any rights or obligations hereunder without first obtaining the
             written consent of the other party hereto.

         (b) The Company may assign this Agreement to any successor to all or
             substantially all of the business and/or assets of the Company
             provided the Company shall require such successor to expressly
             assume and agree to perform this Agreement in the same manner and
             to the same extent that the Company would be required to perform it
             if no such succession had taken place.

12.      NOTICE. For the purpose of this Agreement, notices and all other
         communications provided for in this Agreement shall be in writing and
         shall be deemed to have been duly given (i) on the date of delivery if
         delivered by hand, (ii) on the date of transmission, if delivered by
         confirmed facsimile, (iii) on the first business day following the date
         of deposit if delivered by guaranteed overnight delivery service, or
         (iv) on the fourth business day following the date delivered or mailed
         by United States registered or certified mail, return receipt
         requested, postage prepaid, addressed as follows:

         If to the Executive:

         Terry L. Glatt
         131 SE 9th Court
         Pompano Beach, Florida 33060


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         If to the Company:

         VWB
         Jeffrey Harrell
         President
         20 SW 27th Ave., Suite 101
         Pompano Beach, Florida 33069

         or to such other address as either party may have furnished to the
         other in writing in accordance herewith, except that notices of change
         of address shall be effective only upon receipt.

13.      SECTION HEADINGS; INCONSISTENCY. The section 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. In
         the event of any inconsistency between the terms of this Agreement and
         any form, award, plan or policy of the Company, the terms of this
         Agreement shall control.

14.      SEVERABILITY. The provisions of this Agreement shall be deemed
         severable and the invalidity of unenforceability of any provision shall
         not affect the validity or enforceability of the other provisions
         hereof.

15.      COUNTERPARTS. This Agreement may be executed in several counterparts,
         each of which shall be deemed to be an original but all of which
         together will constitute one and the same instruments.

16.      ARBITRATION. Any dispute or controversy arising under or in connection
         with this Agreement, other than damages for breach of Section 9, shall
         be settled exclusively by arbitration, conducted before a single
         independent arbitrator in Broward County Florida mutually selected by
         the Company and the Executive. The arbitrator will have the authority
         to permit discovery and to follow the procedures that he or she
         determines to be appropriate. The arbitrator will have no power to
         award consequential (including lost profits), punitive or exemplary
         damages. The decision of the arbitrator will be final and binding upon
         the parties hereto. Judgment may be entered on the arbitrator's award
         in any court having jurisdiction. Subject to Section 10, each party
         shall bear its own legal fees and costs and equally divide the forum
         fees and cost of the arbitrator.

17.      INDEMNIFICATION. The Company hereby agrees to indemnify the Executive
         and hold him harmless to the fullest extent permitted by law and under
         the by-laws of the company against and in respect to any and all
         actions, suits, proceedings, claims, demands, judgments, costs,
         expenses (including reasonable attorney's fees), losses, and damages
         resulting from the Executive's good faith performance of his duties and
         obligations with the Company. The Company shall cause the entities
         listed on Exhibit C hereto to execute indemnity commitments in the form
         of Exhibit D hereto.


Company Initials ______          Page 12 of 14         Executive Initials ______

<PAGE>

18.      LIABILITY INSURANCE. Should the Company appoint the Executive as a
         member of its Board of Directors or as an Officer of the Corporation
         the Company shall cover the Executive under directors and officers
         liability insurance both during and, while potential liability exists,
         after the term of this Agreement for the greater of the same amount and
         the same extent as the Company covers its other officers and directors
         and one-million dollars ($1,000,000).

19.      MISCELLANEOUS. No provision of this Agreement may be modified, waived
         or discharged unless such waiver, modification or discharge is agreed
         to in writing and signed by the Executive and such officer or director
         as may be designated by the Company. No waiver by either party hereto
         at any time of any breach by the other party hereto of, or compliance
         with, any condition or provision of this Agreement to be performed by
         such other party shall be deemed a waiver of similar or dissimilar
         provisions or conditions at the same or at any prior or subsequent
         time. This Agreement together with all exhibits hereto sets forth the
         entire agreement of the parties hereto in respect of the subject matter
         contained herein. No agreements or representations, oral or otherwise,
         express or implied, with respect to the subject matter hereof have been
         made by either party which are not expressly set forth in this
         Agreement. The validity, interpretation, construction and performance
         of this Agreement shall be governed by the laws of the State of Florida
         without regard to its conflicts of law principles.

20.      FULL SETTLEMENT. Except as set forth in this Agreement, the Company's
         obligation to make the payments provided for in this Agreement and
         otherwise to perform its obligations hereunder shall not be affected by
         any circumstances, including without limitation, set-off, counterclaim,
         recoupment, defense or other claim, right or action which the Company
         may have against the Executive or others, except to the extent any
         amounts are due the Company or its subsidiaries or affiliates pursuant
         to a judgment against the Executive; provided, however, that
         notwithstanding the foregoing, the Company shall have the right to
         offset any payment provided for in this Agreement or any accrued
         obligation or other payments (if any) by any outstanding portion of the
         Sign-On Bonus which is required to be returned to the Company pursuant
         to Section 4(a) that has not otherwise been timely returned. In no
         event shall the Executive be obliged to seek other employment or take
         any other action by way of mitigation of the amounts payable to the
         Executive under any of the provisions of this Agreement, nor shall the
         amount of any payment hereunder be reduced by any compensation earned
         by the Executive as a result of employment by another employer.

21.      REPRESENTATIONS.

(a)       The Company represents and warrants that, as of the Effective Date,
          all financial statements for each quarter and fiscal year since
          Company inception fairly present in all material respects the
          financial position of the Company in conformity with Generally
          Accepted Accounting Principles as of the applicable reporting dates
          except as reported in the notes to those financial statements.


Company Initials ______          Page 13 of 14         Executive Initials ______

<PAGE>

(b)       The Executive represents and warrants to the Company that he has the
          legal right to enter into this Agreement and to perform all of the
          obligations on his part to be performed hereunder in accordance with
          its terms and that he is not a party to any agreement or
          understanding, written or oral, which could prevent him form entering
          into this Agreement or performing all of his obligations hereunder.

22.      WITHHOLDING. The Company may withhold from any and all amounts payable
         under this Agreement such federal, state and local taxes as may be
         required to be withheld pursuant to any applicable law or regulation.

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

Video Without Boundaries, Inc.

By: ----------------------------------------
Name: Jeffrey Harrell
Its: President

--------------------------------------------
Terry L. Glatt

--------------------------------------------
Witness

Printed: -----------------------------------

--------------------------------------------
Witness
Printed: -----------------------------------


Company Initials ______          Page 14 of 14         Executive Initials ______