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                                  EXHIBIT 10.11
                              EMPLOYMENT AGREEMENT
                                 BY AND BETWEEN
                        COMPASS KNOWLEDGE HOLDINGS, INC.
                                       AND
                               RICHARD M. FLAHERTY

          THIS EMPLOYMENT AGREEMENT (the "Agreement") is executed on January 6,
2003 to be effective as of January 6, 2003 (the "Commencement Date") by and
between Compass Knowledge Holdings, Inc., a Nevada corporation (the "Company")
and Richard M. Flaherty ("Employee").

          WHEREAS, the Company is engaged in the distributed learning business
and other related businesses (such activities, present and future, being
hereinafter referred to as the "Business"); and

          WHEREAS, the Company and Employee desire to enter into this Agreement
to memorialize their oral understanding, to assure the Company of the services
of Employee for the benefit of the Company and to set forth the respective
rights and duties of the parties hereto.

          NOW, THEREFORE, in consideration of the premises and the mutual
covenants, terms and conditions set forth herein, the Company and Employee agree
as follows:

                                    ARTICLE I

                                   Employment

          1.1 Employment and Title. As of the Commencement Date, the Company
employs Employee, and Employee accepts such employment, as Executive Vice
President and Chief Operating Officer of the Company, all upon the terms and
conditions set forth herein.

          1.2 Duties. During the Initial Term and any Extended Terms (as
hereinafter defined) hereof, Employee shall faithfully perform his duties in
accordance with this Agreement and the Bylaws of the Company, serve the Company
faithfully and to the best of his ability and devote substantially all of his
business time and attention, knowledge, energy and skills to the Company.
Employee shall report directly to the Chief Executive Officer of the Company and
shall operate the Company in accordance with the Company's annual business plan,
budget and assigned duties. Subject to the directions of and limitations imposed
by the Chief Executive Officer of the Company, Employee shall be responsible for
interpretation and executive implementation of the Company's policies and shall
perform all the duties and have and exercise all rights and powers an Executive
Vice President and Chief Operating Officer usually has pertaining and
attributable, by law, custom, or otherwise, of said position.

          The foregoing will not be construed as preventing Employee from (i)
making investments in other business or enterprises or civic or charitable
activities, or (ii) finishing any existing consulting engagements provided that
(a) Employee agrees not to become engaged in any other business activity that
interferes with his ability to discharge his duties and responsibilities to the
Company and (b) Employee does not violate any other provision of this Agreement.

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          1.3 Location. The principal place of employment and the location of
Employee's principal office shall be in Ocoee, Florida, or at such other
location agreed upon by Employee and the Company; provided, however, Employee
shall, when requested by the CEO or Board of Directors of the Company, or may,
if he determines it to be reasonably necessary, temporarily perform, outside of
Ocoee, Florida, such services as are reasonably required for the proper
execution of his duties under this Agreement. In no event, however, shall
Employee be required to permanently relocate his principal place of employment
or his principal residence, without his consent.

          1.4 Representations. Each party represents and warrants to the other
that he/it has full power and authority to enter into and perform this Agreement
and that his/its execution and performance of this Agreement shall not
constitute a default under or breach of any of the terms of any agreement to
which he/it is a party or under which he/it is bound. Each party represents that
no consent or approval of any third party is required for his/its execution,
delivery and performance of this Agreement or that all consents or approvals of
any third party required for his/its execution, delivery and performance of this
Agreement have been obtained.

                                   ARTICLE II

                                      Term

          2.1 Term. The term of Employee's employment hereunder (the "Term")
shall commence as of the Commencement Date and shall end on December 31, 2005
(the "Scheduled Termination Date") unless renewed or earlier terminated pursuant
to the provisions of this Agreement. Assuming all conditions of this Agreement
have been satisfied and there has been no breach of the Agreement during its
initial term, the parties may agree to extend the term of this Agreement
("Extended Term").

                                   ARTICLE III

                                  Compensation

          3.1 Salary. As compensation for the services to be rendered by
Employee, the Company shall pay Employee, during the Term of this Agreement, an
annual base salary of not less than One Hundred and Eighty Thousand Dollars
($180,000), which base salary shall accrue monthly (prorated for periods less
than a month) and shall be paid twice a month, in arrears or as Employee and the
Company otherwise agree.

          3.2 Bonuses. The Employer shall pay the Employee an annual bonus (the
"Bonus") as determined by the Board of Directors. The Bonus, if any, shall be
payable within ninety (90) days after the end of the most recent fiscal year to
which the Bonus relates.

          3.3 Options. Upon execution of the Agreement, Employee will be
granted, in accordance with the terms and conditions of a stock option
agreement, options to purchase 1,000,000 shares of the common stock of the
Company (the "Option Shares") at a strike price equal to $0.25 per share. The
Option Shares will vest in accordance with the following schedule:

(a)  500,000 of the Option Shares will vest prorata on a calendar quarterly
     basis at the end of each calendar quarter of each year of this Agreement
     (i.e., 41,667 Option Shares will vest at the end of each quarter saving the
     last quarter of this Agreement for which only 41,663 Option Shares will
     vest);

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(b)  166,667 of such Option Shares will vest if the Company recognizes at least
     $2,500,000 of Net Income From Operations (as defined below) for the
     calendar year ending December 31, 2003;

(c)  166,667 Option Shares will vest if the Company recognizes at least
     $3,750,000 of Net Income From Operations (as defined below) for the
     calendar year ending December 31, 2004; and

(d)  166,666 Option Shares will vest if the Company recognizes at least
     $5,000,000 of Net Income From Operations (as defined below) for the
     calendar year ending December 31, 2005.

(e)  Notwithstanding the foregoing, if the Company recognizes at least
     $5,000,000 of Net Income From Operations (as defined below) for any annual
     period ending December 31, 2003, 2004 or 2005 and to the extent that all or
     any portion of the Option Shares have not vested in accordance with
     Sections 3.3(b),(c) or (d) above (hereinafter, the "Unvested Options
     Shares") then, in such event, the Unvested Option Shares shall vest.

          For example, if for the annual periods ending December 31, 2003, 2004
and 2005 the Company recognizes $2,000,000, $3,650,000 and $5,100,000,
respectively, of Net Income From Operations (as defined below), no incentive
Option Shares (those described in Sections 3.3(b)(c) and (d) above) will vest
until December 31, 2005 at which time 500,000 of such incentive Option Shares
will vest.

          For these purposes, "Net Income From Operations" shall mean the net
income from operations of the Company before deductions for taxes, as calculated
utilizing generally accepted accounting principles by the Company's independent
certified public accountants for the Company's annual reporting periods.
Notwithstanding the foregoing, for purposes of determining Net Income From
Operations: (i) there shall be included any and all charges for preferred stock
dividends; but, (ii) there shall not be included any gains, profits, losses, or
adjustments related to the sale or write-off of any goodwill associated with the
Company's wholly-owned subsidiary, Educators' Learning Network, Inc.

          3.4 Intentionally Omitted.

          3.5 Benefits. Employee shall be entitled, during the Term hereof, to
receive at the Company's expense, health insurance for himself, his spouse and
dependants and shall be entitled to participate in any Company pension, profit
sharing, or other deferred compensation plan together with the following
additional benefits:

               (a) The Company's normal vacation allowance for all executive,
but in no event shall such vacation allowance be less than three (3) weeks
annually.

               (b) Employee will be entitled to participate in any benefit plan
or other program of the Company which may currently be in place or implemented
during the Term of this Agreement.

               (c) Employee will be entitled to a six hundred fifty dollar
($650.00) monthly non-accountable expense reimbursement.

          3.6 Withholding. Any and all amounts payable under this Agreement,
including, without limitation, amounts payable under this Article III and
Article VII, which are

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subject to withholding for such federal, state and local taxes as the Company,
in its reasonable judgment, determines to be required pursuant to any applicable
law, rule or regulation.

                                   ARTICLE IV

                   Working Facilities, Expenses and Insurance

          4.1 Working Facilities and Expenses. Upon pre-approval of the Company,
the Company shall reimburse Employee for all of Employee's reasonable expenses
incurred while employed and performing his duties under and in accordance with
the terms and conditions of this Agreement, subject to Employee's full and
appropriate documentation, including, without limitation, receipts for all such
expenses in the manner required pursuant to Company's policies and procedures
and the Internal Revenue Code of 1986, as amended (the "Code") and applicable
regulations as are in effect from time to time. Notwithstanding the foregoing,
no reimbursements will be made to Employee for any off-site working facilities,
cell phone or automobile expenses unless otherwise agreed as these expenses are
provided for in Section 3.5(c) above.

          4.2 Insurance. The Company may secure in its own name or otherwise,
and at its own expense, life, disability and other insurance covering Employee
or Employee and others, and Employee shall not have any right, title or interest
in or to such insurance other than as expressly provided herein. Employee agrees
to assist the Company in procuring such insurance by submitting to the usual and
customary medical and other examinations to be conducted by such physicians(s)
as the Company or such insurance company may designate and by signing such
applications and other written instruments as may be required by any insurance
company to which application is made for such insurance.

                                    ARTICLE V

                              Illness or Incapacity

          5.1 Right to Terminate. If, during the Term of this Agreement,
Employee shall be unable to perform in all material respects his duties
hereunder for a period exceeding 30 days by reason of illness or incapacity,
this Agreement may be terminated by the Company in its reasonable discretion
pursuant to Section 7.2 hereof.

          5.2 Right to Replace. If Employee's illness or incapacity, whether by
physical or mental cause, renders him unable for a minimum period of 15 days to
carry out his duties and responsibilities as set forth herein, the Company shall
have the right to designate a person to replace Employee temporarily in the
capacity described in Article I hereof; provided, however, that if Employee
returns to work from such illness or incapacity within the 15 day period
following his inability due to such illness or incapacity, he shall be entitled
to be reinstated in the capacity described in Article I hereof with all rights,
duties and privileges attendant thereto.

          5.3 Rights Prior to Termination. Employee shall be entitled to his
full remuneration and benefits hereunder during such illness or incapacity
unless and until an election is made by the Company to terminate this Agreement
in accordance with the provisions of Section 5.1 of this Article.

          5.4 Determination of Illness or Incapacity. For purposes of this
Article V, the term "illness or incapacity" shall mean Employee's inability to
perform his duties hereunder

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substantially on a full-time basis due to physical or mental illness as
determined by a physician selected by the Company and Employee.

                                   ARTICLE VI

                    Confidentiality and Intellectual Property

          6.1 Confidentiality. During the Term of this Agreement and thereafter,
Employee shall not divulge, communicate, use to the detriment of the Company, or
for the benefit of any other business, firm, person, partnership or corporation,
or otherwise misuse, any "Confidential Information", pertaining to the Company
(except as may be required under legal process by subpoena or other court order;
provided that Employee will take reasonable steps to give the Company sufficient
prior written notice in order to contest such requirement or order) including,
without limitation, all (i) data or trade secrets, including secret processes,
formulas or other technical data; (ii) production methods; (iii) customer lists;
(iv) personnel lists; (v) proprietary information; (vi) financial or corporate
records; (vii) operational, sales, promotional and marketing methods and
techniques; (viii) development ideas, acquisition strategies and plans; (ix)
financial information and records; (x) "know-how" and methods of doing business;
and (xi) computer programs, including source codes and/or object codes and other
proprietary, competition-sensitive or technical information or secrets developed
with or without the help of Employee. Employee acknowledges that any such
information or data he may have acquired was received in confidence and by
reason of his relationship to the Company. Confidential Information, data or
trade secrets shall not include any information which: (a) at the time of
disclosure is within the public domain or is generally known within the
industry; (b) after disclosure becomes a part of the public domain or generally
known within the industry through no fault, act or failure to act, error, effort
or breach of this Agreement by Employee; (c) is known to the recipient at the
time of disclosure; (d) is subsequently discovered by Employee independently of
any disclosure by the Company; (e) is required by order, statute or regulation,
of any governmental authority to be disclosed to any federal or state agency,
court or other body; or (f) is obtained from a third party who has acquired a
legal right to possess and disclose such information. Notwithstanding anything
in this Agreement to the contrary, this Section 6.1 shall have no application
during the period following the Term of this Agreement in the event that this
Agreement is terminated by Employee pursuant to Section 7.2(d) or (e) of this
Agreement.

          6.2 Records. All documents, papers, materials, notes, books,
correspondence, drawings and other written and graphic records relating to the
Business of the Company which Employee shall prepare or use, or come into
contact with, shall be and remain the sole property of the Company and,
effective immediately upon the termination of Employee's employment with the
Company for any reason, shall not be removed from the Company's premises without
the Company's prior written consent and any such documents, papers, materials,
notes, books, correspondence, drawings and other written and graphic records in
his possession or under his control shall be immediately returned to the
Company.

          6.3 Ideas and Inventions. Employee agrees to assign to the Company all
Employee's right, title and interest in or to any and all ideas, concepts,
know-how, techniques, processes, methods, applications, inventions, discoveries,
developments, innovations and improvements ("Inventions") which relate in any
respect to the Company or its subsidiaries or their businesses as they now or
hereafter exist which Employee conceives, creates, designs, develops and/or
makes, whether alone or with others, during Employee's employment with the
Company. Employee agrees to disclose all such Inventions to the Company
promptly, and to provide all assistance reasonably requested by the Company in
the preservation of its interests in

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the Inventions, such as by executing documents, testifying, etc., such
assistance to be provided at the Company's expense but without any additional
compensation to Employee, unless Employee is called upon to render such
assistance after the termination of this Agreement for any reason, at which time
Employee shall be entitled to a fair and reasonable rate of compensation for
such assistance and provided that any such assistance shall not unreasonably
interfere with any business or other activities in which Employee may be
engaged. Employee shall, at the request and expense of the Company, assist the
Company or its nominees to obtain patents for such Inventions for which the
Company or its subsidiaries has or obtains any right, title or interest in any
countries throughout the world. Such Inventions shall be the property of the
Company or its nominees, whether patented or not. Employee shall and does,
without charge to the Company, assign to the Company, all Employee's right,
title, and interest in and to such Inventions, including without limitation
patents and patent applications and reissues thereof. Employee agrees to
execute, acknowledge, and deliver any instruments confirming the complete
ownership by the Company of such Inventions. Such assignments shall include the
right to sue for infringement.

          6.4. Copyrights. Employee agrees that any Invention or other work
(collectively hereinafter called "Work") prepared, developed or produced by
Employee while an Employee of the Company, whether alone or with others, and
which relates in any respect to the Company or its subsidiaries or their
businesses and for which is eligible for copyright protection in the United
States or elsewhere shall be a work made for hire. If any such Work is deemed
for any reason not to be a work made for hire, Employee shall assign all right,
title and interest in the copyright in such Work, and all extensions and
renewals thereof, to Company, and agrees to provide all assistance reasonably
requested by Company in the establishment, preservation and enforcement of its
copyright in such Work, such assistance to be provided at Company's expense but
without any additional compensation to Employee, unless Employee is called upon
to render such assistance after the termination of this Agreement for any
reason, at which time Employee shall be entitled to a fair and reasonable rate
of compensation for such assistance and provided that any such assistance shall
not unreasonably interfere with any business or other activities in which
Employee may be engaged. Employee agrees to waive all moral rights relating to
the Work developed or produced, including without limitation any and all rights
of identification of authorship and any and all rights of approval, restriction
or limitation on use or subsequent modifications.

                                   ARTICLE VII

                                   Termination

          7.1 Termination For Cause. This Agreement and the employment of
Employee may be terminated by the Company "For Cause" under any one of the
following circumstances:

          (a) Employee has committed any material act of fraud, misappropriation
     or theft against the Company.

          (b) Employee's default or breach of any material provision of this
     Agreement; provided, that Employee shall not be in default hereunder unless
     (i) he shall have failed to cure such default or breach within thirty (30)
     days of written notice thereof by the Company to Employee or (ii) Employee
     shall have duly received notice of at least two (2) prior instances of such
     breach or default (whether or not cured by Employee).

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          (c) Employee engages in gross negligence, malfeasance or willful
     misconduct in the performance of his duties hereunder; provided, that
     Employee shall not be in default hereunder unless (i) he shall have failed
     to cure such default or breach within thirty (30) days of written notice
     thereof by the Company to Employee, or (ii) Employee shall have duly
     received notice of at least two (2) prior instances of such breach or
     default (whether or not cured by Employee).

          (d) At the election of Employee (except for an election pursuant to
     Section 7.2 (d) of this Agreement).

          (e) The conviction (or plea of no contest) of Employee of a crime
     involving moral turpitude (not including driving while under the influence
     of alcohol unless Employee is convicted on more than one occasion or if he
     is incarcerated for more than 15 days) by a court of competent jurisdiction
     as to which no further appeal can be taken.

          (f) The default or breach of any material provision of the Company's
     written conflict of interest policy, previously made known to Employee, if
     any, then in (f) effect; provided that (i) Employee shall not be in default
     hereunder unless he shall have failed to cure such default within thirty
     (30) days of written notice thereof by the Company to Employee or (ii)
     Employee shall have received written notice of at least two (2) prior
     instances of such breach or default (whether or not cured by Employee).

          (g) The default or breach of any material provision of the Company's
     insider trading policy or business ethics policy, if any, then in effect
     and previously made known to Employee.

          A termination For Cause under this Section 7.1 shall be effective upon
the date set forth in a written notice of termination delivered by the Company
to Employee.

          7.2 Termination Without Cause. This Agreement and the employment of
Employee may be terminated "Without Cause" as follows:

          (a) By mutual agreement of the parties hereto.

          (b) At the election of the Company by giving not less than 10 days
     prior written notice to Employee in the event of an illness or incapacity
     described in Article 5.1.

          (c) Upon Employee's death.

          (d) At the election of Employee upon the Company's default or breach
     of any material provision of this Agreement; provided, that the Company
     shall not be in default hereunder unless (i) it shall have failed to cure
     such default or breach within thirty (30) days of written notice thereof by
     Employee to the Company or (ii) the Company shall have duly received notice
     of at least two (2) prior instances of such breach or default (whether or
     not cured by the Company).

          A termination Without Cause under Section 7.2(b) or 7.2(d) hereof
shall be effective upon the date set forth in a written notice of termination
delivered in accordance with the notice provisions of such sections. A
termination Without Cause under Sections 7.2(a) or (c) shall be

<PAGE>

automatically effective upon the date of mutual agreement or the date of death
of Employee, as the case may be.

          7.3 Effect of Termination For Cause. If Employee's employment is
terminated "For Cause":

          (a) Employee shall be entitled to accrued base salary under Section
     3.1 hereof through the date of termination.

          (b) Employee shall not be entitled to any accrued and unpaid bonuses,
     if any, under Section 3.2.

          (c) All unvested Option Shares under Section 3.3 shall expire and be
     of no further force or effect.

          (d) Employee shall be entitled to benefits under Section 3.5 hereof
     through the date of termination, subject to any right to continue said
     benefits at Employee's cost as provided by law and as provided in any
     benefit plan in which Employee is a participant.

          (e) Employee shall be entitled to reimbursement for expenses accrued
     through the date of termination in accordance with the provisions of
     Section 4.1 hereof.

          Except as provided in Article X, this Agreement shall thereupon
     terminate and cease to be of any further force or effect.

          7.4 Effect of Termination Without Cause. If Employee's employment is
terminated "Without Cause":

          (a) Employee shall be entitled to the lesser of: (i) six month's base
     salary, or (ii) the base salary for the remaining Term of this Agreement,
     if less than six months.

          (b) Employee shall be entitled to reimbursement for expenses accrued
     through the date of termination in accordance with the provisions of
     Section 4.1 hereof.

          (c) Employee shall be entitled to accrued bonuses under Section 3.2
     and benefits under Section 3.5 hereof through the date of termination with
     the right to continue said benefits at Employee's cost as provided by law
     and as provided in any benefit plan in which Employee is a participant.

          (e) All Option Shares granted pursuant to Section 3.3(a) will
     automatically vest and all other unvested Option Shares under Section 3.3
     shall expire and be of no further force or effect.

          Except as provided in Article X, this Agreement shall thereupon
     terminate and cease to be of any further force or effect.

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                                  ARTICLE VIII

                      Non-Competition and Non-Interference

          8.1 Noncompetition; Nonsolicitation. As an inducement to the Company
to execute this Agreement and in order to preserve the goodwill associated with
the business of the Company and its subsidiaries and in addition to and not in
limitation of any covenants contained in any agreements executed and delivered
herewith, Employee hereby covenants and agrees as follows:

          (a) Covenant Not to Compete. During the term of this Agreement and for
     a period of one (1) year after the effective date of an expiration or a
     termination for any reason, Employee will not directly or indirectly,
     within the Territory, act as an officer, manager, executive, consultant,
     advisor or agent or controlling shareholder, partner or member to any
     business or otherwise engage in any business which is competitive, either
     directly or indirectly, with the Business, as defined herein, nor shall
     Employee become employed by such a business in a capacity which would
     require Employee to carry out, in whole or in part, either directly or
     indirectly, the duties Employee has performed or is expected to perform for
     the Company or which are competitive with the Business or otherwise engage
     in any practice the purpose of which is to evade the provisions of this
     covenant not to compete or to commit any act which adversely affects the
     Company and its subsidiaries or their business. For purposes of this
     Article VIII, the "Business" shall be defined as creating, designing,
     developing, owning, leasing and/or operating distributed learning and
     education business and other related businesses as are being conducted by
     the Company (or such business as is under development) at the time of such
     termination. For purposes of this Article VIII, the "Territory" shall be
     defined as the United States of America.

          (b) Nonsolicitation; Employees. Employee agrees that during the Term
     of this Agreement and for one (1) year after the effective date of the
     expiration or a termination for any reason, Employee will not offer
     employment to any person who was employed by the Company or its
     subsidiaries without the prior written consent of the Company.

          (c) Nonsolicitation; Customers. Employee agrees that, during the Term
     of this Agreement and for one (1) year after the expiration or the
     effective date of a termination for any reason, Employee will not solicit
     customers or clients of the Company, or its subsidiaries, with a view to
     interfering or competing with the business of the Company or its
     subsidiaries or providing any product or service that is provided by the
     Company or its subsidiaries.

     Notwithstanding the foregoing, the restrictive covenants shall not prohibit
(i) Employee from engaging in speaking and seminar engagements, or (ii) the
ownership of securities of corporations which are listed on a national
securities exchange or traded in the national over-the-counter market in an
amount which shall not exceed 5% of the outstanding shares of any such
corporation. The parties agree that the Company may sell, assign or otherwise
transfer this covenant not to compete, in whole or in part, to any person,
corporation, firm or entity that purchases all or substantially all of the
Company's assets (and assumes the obligations of the Company) or stock. In the
event a court of competent jurisdiction determines that the provisions of the
restrictive covenants are excessively broad as to duration, geographical scope
or activity, it is expressly agreed that the restrictive covenants shall be
construed so that the remaining

<PAGE>

provisions shall not be affected, but shall remain in full force and effect, and
any such over broad provisions shall be deemed, without further action on the
part of any person, to be modified, amended and/or limited, but only to the
extent necessary to render the same valid and enforceable in such jurisdiction.

          8.2. Equitable Relief for Violations. Employee agrees that the
provisions and restrictions contained in this Section are necessary to protect
the legitimate continuing interests of the Company and its subsidiaries and that
any violation or breach of these provisions will result in irreparable injury to
the Company and its subsidiaries for which a remedy at law would be inadequate
and that, in addition to any relief at law which may be available to the Company
or its subsidiaries for such violation or breach and regardless of any other
provision contained in this Agreement, the Company and its subsidiaries shall be
entitled to injunctive and other equitable relief as a court may grant after
considering the intent of this Section.

                                   ARTICLE IX

                                  Miscellaneous

          9.1 No Waivers. The failure of either party to enforce any provision
of this Agreement shall not be construed as a waiver of any such provision, nor
prevent such party thereafter from enforcing such provision or any other
provision of this Agreement.

          9.2 Notices. Any notice to be given to the Company and Employee under
the terms of this Agreement may be delivered personally, by telecopy, telex or
other form of written electronic transmission, or by registered or certified
mail, postage prepaid, and shall be addressed as follows:

     If to the Company:     2710 Rew Circle
                            Ocoee, FL 34761
                            Attention: Rogers W. Kirven, Jr.
                            Fax: (407) 656-7585
                            rkirven@compassknowledge.com

     If to Employee:        Richard M. Flaherty
                            2404 W. Prospect
                            Tampa, Florida

     Either party may hereafter notify the other in writing of any change in
address. Any notice shall be deemed duly given (i) when personally delivered,
(ii) when telecopied, telexed or transmitted by other form of written electronic
transmission (upon confirmation of receipt) or (iii) on the third day after it
is mailed by registered or certified mail, postage prepaid, as provided herein.

          9.3 Severability. The provisions of this Agreement are severable and
if any provision of this Agreement shall be held to be invalid or otherwise
unenforceable, in whole or in part, the remainder of the provisions, or
enforceable parts thereof, shall not be affected thereby.

          9.4 Successors and Assigns. The rights and obligations of the Company
under this Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the Company, including the survivor upon any merger,
consolidation, share exchange or combination of the Company with any other
entity. Except as provided in the preceding sentence, neither the

<PAGE>

Company nor Employee shall not have the right to assign, delegate or otherwise
transfer any duty or obligation to be performed by it or him hereunder to any
person or entity.

          9.5 Entire Agreement. This Agreement supersedes all prior and
contemporaneous agreements and understandings between the parties hereto, oral
or written, and may not be modified or terminated orally. No modification,
termination or attempted waiver shall be valid unless in writing, signed by the
party against whom such modification, termination or waiver is sought to be
enforced. This Agreement was the subject of negotiation by the parties hereto
and their counsel. The parties agree that no prior drafts of this Agreement
shall be admissible as evidence (whether in any arbitration or court of law) in
any proceeding which involves the interpretation of any provisions of this
Agreement.

          9.6 Governing Law and Jurisdiction. This Agreement shall be governed
by and construed in accordance with the internal laws of the State of Florida
without reference to the conflict of law principles thereof. Any State of
Federal Court serving Orlando, Orange County, Florida shall have exclusive
jurisdiction with respect to any controversy or matter arising from or out of
this Agreement or Employee's employment with the Company.

          9.7 Section Headings. The section headings contained herein are for
the purposes of convenience only and are not intended to define or limit the
contents of said sections.

          9.8 Further Assurances. Each party hereto shall cooperate and shall
take such further action and shall execute and deliver such further documents as
may be reasonably requested by the other party in order to carry out the
provisions and purposes of this Agreement.

          9.9 Gender. Whenever the pronouns "he" or "his" are used herein they
shall also be deemed to mean "he" or "his" or "it" or "its" whenever applicable.
Words in the singular shall be read and construed as though in the plural and
words in the plural shall be read and construed as though in the singular in all
cases where they would so apply.

          9.10 Counterparts. This Agreement may be executed in counterparts, all
of which taken together shall be deemed one original.

                                    ARTICLE X

                                    Survival

          10.1 Survival. The provisions of Articles VI, VII, VIII, and IX and
other provisions and sections referenced therein, shall survive the termination
of this Agreement.

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

                                         Compass Knowledge Holdings, Inc.
                                         a Florida corporation,


                                         By: /s/ Rogers W. Kirven, Jr.
                                             -----------------------------------
                                             Rogers W. Kirven, Jr., CEO

<PAGE>

                                             EMPLOYEE


                                             /s/ Richard M. Flaherty
                                             -----------------------------------