EXHIBIT 10.5

                              EMPLOYMENT AGREEMENT

          This EMPLOYMENT AGREEMENT  ("Agreement"),  made and entered into as of
the 22nd day of September,  2003 (the "Effective  Date"),  by and between Dtomi,
Inc., a Nevada,  corporation (the  "Corporation")"  and Mr. John R. Haddock,  an
individual residing in Weston, Florida (the  "Executive")(collectively  referred
to herein as the "Parties").

RECITALS:

         WHEREAS,  the  Corporation  desires  to  employ  the  Executive  in the
capacity  hereinafter stated, and the Executive desires to enter into the employ
of the  Corporation  in  such  capacity  for the  period  and on the  terms  and
conditions set forth herein;

NOW,  THEREFORE,  in  consideration  of the mutual  covenants and agreements set
forth  below,  it is hereby  covenanted  and agreed by the  Corporation  and the
Executive as follows:

                    1.     EMPLOYMENT TERMS AND DUTIES.

                  1.1 TERMS OF  EMPLOYMENT.  The  Corporation  hereby  agrees to
employ the Executive as its Chief Executive  Officer and the Executive,  in such
capacity, agrees to provide services to the Corporation for the period beginning
on the Effective Date and ending on the fifth anniversary of the Effective Date,
September 22, 2008 (the "Employment Period").  During the term of the Agreement,
so long as Executive  shall serve as Chief  Executive  Officer,  the Corporation
hereby agrees to nominate and appoint Executive as a member of the Corporation's
Board of Directors (the "Board").

                  1.2 DUTIES.  The Executive agrees that,  during the Employment
Period, he shall devote his full business time, attention, and energies, and use
his best  efforts  in the  performance  of his  duties  under  the terms of this
Agreement,  which shall include,  among other things,  assisting the Corporation
with raising capital and making presentations to prospective investors,  overall
management  and  oversight  of  the  Corporation's  operations,   including  the
development,  distribution,  marketing,  sale,  and  commercialization  of  that
certain  AirSpring Axle patent (the "Patent")  licensed by the Corporation  (the
"Business"),  consistent with the gross revenue  projections (the "Gross Revenue
Projections"),  attached  hereto as EXHIBIT A, or as may be amended by the Board
of Directors (the "Board"),  the execution of all consulting,  agency,  advisory
and other external agreements,  as well as all other services to the Corporation
as are  customary  for a Chief  Executive  Officer,  or as shall  be  reasonably
requested by the Board. The foregoing  duties shall be collectively  referred to
herein as the "Duties".

                           (a) NO  CONFLICTING  DUTIES.  During  the  Employment
Period, the Executive shall not enter the employ of,
or serve as a consultant  to, or in any way perform any services with or without
compensation  to, any other  persons,  business or  organization  or indirectly,
acquire,  hold,  or retain  any  interest  in any  business  competing  with the
Business of the Corporation without the prior consent of the board of directors.
Nothing in this section  shall  prevent  Executive  from  engaging in additional
activities in connection with personal investments,  business  opportunities and
community affairs that are not inconsistent  with Executive's  duties under this
Agreement.

                  1.3 COMPENSATION.  Subject to the terms and conditions of this
Agreement,  during the Employment  Period,  the Corporation shall compensate the
Executive for his services as follows:
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                           (a) BASE SALARY. For the twelve (12) months following
the Effective Date, Executive shall receive a
 salary at the annual rate of One Hundred  Thousand Dollars  ($100,000)  ("First
 Base  Salary"),  less  statutory  deductions  and  withholdings,  payable  on a
 bi-weekly  basis.  Payments  due for the First Base  Salary  shall date back to
 August  15,  2003 and  shall be paid to  Executive  immediately  following  the
 Effective Date. For the duration of the Employment Period thereafter, Executive
 shall  receive a salary at the  annual  rate of Two  Hundred  Thousand  Dollars
 ($200,000)  ("Second  Base  Salary").  First Base Salary and Second Base Salary
 shall be collectively referred to herein as "Base Salary."

                           (b)  SIGNING   BONUS.   Immediately   following   the
Effective Date of this Agreement, the Executive shall
 receive a signing  bonus of  $100,000  (the  "Signing  Bonus"),  payable as One
 Hundred (100) "Units" each consisting of (i) 10,526 shares of the Corporation's
 common  stock,  $.001 par value per share  ("Common  Stock") and (ii) a warrant
 ("Warrant")  to purchase  10,526 shares of Common Stock at an exercise price of
 $0.18 per share,  such warrant to expire on December  31, 2005,  subject to the
 terms and conditions set forth in that certain Subscription  Agreement attached
 hereto as EXHIBIT B.

                           (b) PERFORMANCE BONUSES.  Executive shall be eligible
to receive incentive compensation payments,
which,  in the  aggregate,  are not less  than  the  highest  salaried  payments
provided to any other senior  executives  of the  Corporation.  The  Corporation
intends to establish an incentive compensation program.  Executive shall receive
credit for any periods beginning with the Effective Date of this Agreement.

                           (c) OPTION TO PURCHASE SHARES.  The Corporation shall
grant Executive, immediately following the
Effective Date, an option to acquire,  as set forth in that certain Stock Option
Agreement,  attached  hereto as EXHIBIT C, 910,125  shares of the  Corporation's
stock  at an  exercise  price  of  $0.095  per  share.  The  Corporation  hereby
acknowledges  and agrees that upon  completion  of that certain  financing  (the
"Financing")  the terms of which are attached hereto as EXHIBIT D, there will be
approximately  24,000,000  issued  and  outstanding  shares of the  Corporation,
including common shares and warrants.

                           (d)  UTILIZATION  OF  EMPLOYEE   LEASING  OR  PAYROLL
COMPANY. It is acknowledged that the Corporation
intends to utilize an employee leasing or payroll company.  This Agreement shall
survive any and all  termination of any employee  leasing and/or payroll company
that Corporation  engages now or in the future.  The Executive shall not give up
any  rights or  entitlements  under any such  employee  leasing  and/or  payroll
agreements.

                           (e) CORPORATION  NOT LIABLE FOR EXECUTIVE'S  PERSONAL
TAX LIABILITIES. All compensation payable to
Executive hereunder shall be subject to the Corporation's rules and regulations,
and shall also be subject to all applicable State and federal employment law(s);
it being  understood  that Executive shall be responsible for the payment of all
taxes resulting from a determination that any portion of the compensation and/or
benefits  paid/received  hereunder  is a taxable  event to  Executive;  it being
further  understood that Executive shall hold the Corporation  harmless from any
governmental  claim(s)  for  Executive's  personal  tax  liabilities,  including
interest  or  penalties,  arising  from  any  failure  by  Executive  to pay his
individual taxes when due.


<PAGE>

                  1.4      BENEFITS.
                           --------

                           (a)  INSURANCE.  Executive  shall be a participant in
any and all insurance plans (the "Insurance
Plans")  maintained  by the  Corporation  on  substantially  the same  terms and
conditions as any and all other of the Corporations' executives,  including, but
not limited to:
                                    (i)  HEALTH  INSURANCE.  Executive  shall be
entitled to participate in Corporation's  health insurance plan on substantially
the  same  terms  and  conditions  as any and  all  other  of the  Corporations'
employees.

                                    (ii) DISABILITY INSURANCE.  Corporation will
provide  the  Executive  with  disability  insurance,  the terms of which  shall
provide  coverage  sufficient to compensate or to provide a benefit to Executive
equivalent  to the Base  Salary  due under  this  Agreement  in the  event  that
Executive becomes disabled, as defined by the terms of the disability policy.

                                    (iii) DIRECTORS AND OFFICERS INSURANCE.  The
Corporation will provide the Executive with Directors and Officers Insurance.

                           (b)  FAILURE  TO  PROVIDE  INSURANCE.  The  Executive
acknowledges  that the  Corporation,  as of the Effective Date, has no Insurance
Plans in effect.  The  Corporation  shall use its best  efforts  to obtain  such
insurance  plans.  In the event that no  Insurance  Plans have been  provided to
Executive  by December  31,  2003,  the  Corporation  shall pay the  Executive a
sufficient  amount of money,  but no more than two thousand five hundred dollars
($2,500)  per  month,  such that  Executive  may  purchase  Insurance  Plans for
himself.

                           (c) VACATION.  Executive  shall be entitled to twenty
(20) days paid vacation per annum. Any unused
vacation time may be carried  forward to the following  year.  Executive  agrees
that he will not use his twenty (20) days of paid vacation  consecutively during
the first Twelve (12) months following the Effective Date.  Executive shall also
be  entitled  to  all  recognized  holidays  provided  to all  employees  of the
Corporation.

                           (d)  REIMBURSEMENT  FOR BUSINESS AND TRAVEL EXPENSES.
The Corporation shall reimburse Executive for all
ordinary  and  necessary  business  and travel  expenses  actually  incurred  by
Executive  on  behalf  of the  Corporation  in  the  performance  of his  duties
hereunder upon presentation by Executive of vouchers, receipts, or other written
evidences in accordance  with the standard  policies of the  Corporation and the
rules of the Internal Revenue Service.

         2.  TERMINATION.  The  Executive  may  be  terminated  for  any  of the
following  reasons,  and the Executive's right to compensation for periods after
the date his employment with the Corporation  terminates  shall be determined in
accordance with the following:

                  2.1  TERMINATION  WITHOUT CAUSE.  In the event the Corporation
terminates the Executive's  employment  under this Agreement  without cause, the
Executive shall be entitled to receive:

               (a) a cash  payment  equal to two (2) years of  Executive's  base
          salary, in accordance with the provisions of subparagraph 1.3(a); and

               (b) benefits as enumerated under  subparagraph  1.4(a) and 1.4(b)
          for a period of two (2) years from the date of such termination; and
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               (c)  payments  of any  amounts  then due and owing the  Executive
          under any provisions herein.

                  2.2  TERMINATION  WITH  CAUSE.  In the event  the  Corporation
terminates the  Executive's  employment  under this  Agreement  with Cause,  the
Corporation  shall  have  no  obligation  to  make  payments  to the  Executive.
Termination  pursuant  to this  paragraph  shall  be in  addition,  and  without
prejudice to, any other right or remedy to which the Corporation may be entitled
at law, in equity,  or under this  Agreement.  For purpose of this  subparagraph
2.2,  the  Executive  shall  be  considered  discharged  for  "Cause"  if  he is
discharged by the Corporation on account of the occurrence of one or more of the
following events:

                           (a) the  Executive  becomes  habitually  addicted  to
drugs or alcohol;

                           (b) the Executive discloses confidential  information
in violation of paragraph 3;

                           (c) the  Corporation  is  directed by  regulatory  or
governmental authorities to terminate the employment
of the Executive;

                           (d) the  Executive  fails to fulfill his Duties under
this Agreement after: (i) notice has been given to
the Executive by the Board that Executive is failing to fulfill his Duties;  and
(ii) the Executive has been given a period of twenty (20) days after such notice
to cure such misconduct;

                           (e) the Executive commits an act of fraud against the
Corporation; and

                           (f)      the  Corporation  fails to meet seventy
percent  (70%) of its Gross  Revenue  Projections  six (6) months following the
completion of the Financing.

                  2.3  VOLUNTARY   RESIGNATION.   In  the  event  the  Executive
voluntarily  resigns from his employment  under this Agreement,  the Corporation
shall have no obligation  to make  payments to the Executive  unless a Change of
Control shall occur and there is a change in the duties and  responsibilities of
Executive  from those set forth in Paragraph 1.2 ("Change in Duties") and within
12  months  after the  Change  of  Control  and the  Change in Duties  Executive
voluntarily resigns, in which event, Executive shall be entitled to receive:

                           (a)      a cash  payment  equal  to two (2)  years
of  Executive's  Base  Salary,  in  accordance  with the provisions of
subparagraph 1.3(a); and

                           (b)      benefits as enumerated under subparagraph
1.4(a)(i) for a period of two (2) years from the date of such termination; and

                           (c)  payments of any  amounts  then due and owing the
Executive under any provisions herein.

                           (d) For the  purposes of this  Agreement,  "Change of
Control"  shall mean,  and shall be deemed to have occurred upon the  occurrence
of, any of the  following  events,  but only to the extent  that such  Change of
Control  is not a result of the  Corporation's  breach of any  provision  of the
Patent License Agreement:
<PAGE>


                                    (i)   the   Corporation    acquires   actual
      knowledge that (x) any person, other than the
      Corporation,  a subsidiary,  any employee benefit plan(s) sponsored by the
      Corporation  or a subsidiary,  has acquired the  Beneficial  Ownership (as
      provided in Rule 13d-3 of the Securities  Exchange Act of 1934),  directly
      or indirectly,  of securities of the Corporation  entitling such person to
      30% of more of the voting power of the  Corporation,  or (y) any person or
      persons  agree to act  together  for the  purpose of  acquiring,  holding,
      voting or disposing of securities of the  Corporation or to act in concert
      or otherwise with the purpose of effect of changing or influencing control
      of the  Corporation,  or in connection  with or as  Beneficial  Ownership,
      directly or indirectly,  of securities of the  Corporation  entitling such
      person(s) to 30% or more of the voting power of the Corporation;

                                    (ii) a  tender  offer  is  made  to  acquire
      securities of the Corporation entitling the holders
      thereof to 30% or more of the voting power of the Corporation;

                                    (iii)  the   occurrence   of  a   successful
      solicitation subject to Rule 14a-11 under the Securities
      Exchange Act of 1934 as amended (or any  successor  Rule) (the "1934 Act")
      relating  to the  election or removal of 50% or more of the members of the
      board or any class of the board shall be made by any person other than the
      Corporation  or less than 51% of the  members  of the  board of  directors
      (excluding vacant seats) shall be continuing directors;

                                    (iv)   the    occurrence    of   a   merger,
      consolidation, share exchange, division or sale or other
      disposition  of  assets  of the  Corporation  as a  result  of  which  the
      stockholders  of the  Corporation  immediately  prior to such  transaction
      shall  not  hold,  directly  or  indirectly,  immediately  following  such
      transaction  a majority of the voting power of (i) in the case of a merger
      or consolidation, the surviving or resulting corporation, (ii) in the case
      of a share exchange,  the acquiring  corporation or (iii) in the case of a
      division  or a sale  or  other  disposition  of  assets,  each  surviving,
      resulting  or  acquiring  corporation  which,  immediately  following  the
      transaction,  holds  more  than  30% of  the  consolidated  assets  of the
      Corporation immediately prior to the transaction; or

                                    (v)  the   current   board   of   directors,
      including the Executive, shall not constitute a majority
      of the directors of the Corporation.

                  2.4  DEATH  OR  DISABILITY.  The  Corporation  shall  have  no
obligation  to make  payment  to the  Executive  immediately  upon the  death of
Executive  or six  (6)  months  subsequent  to a  determination  by a  physician
acceptable to the Executive and the Corporation  that Executive has ceased to be
able  to  perform  the  essential  functions  of his  duties,  with  or  without
reasonable accommodation, due to a mental or physical illness.

                           (a)   SALARY    CONTINUATION    DURING    DISABILITY.
Notwithstanding paragraph 2.4 above, if Executive suffers
any physical or mental  disability  that would  prevent the  performance  of his
essential job duties,  the  Corporation  agrees to pay  Executive  fifty percent
(50%) of Executive's Base Salary, payable in the same manner as provided for the
payment of salary herein, for the duration of the disability, or six (6) months,
whichever is less.

                           (b)     REASONABLE     ACCOMMODATION.      Reasonable
accommodation shall mean the acquisition or modification of
equipment  or devices,  adjustment  or  modifications  of training  materials or
policies, the provision of qualified readers or interpreters,  and other similar
accommodations  for individuals with disabilities so long as said  accommodation
does not require  significant  difficulty or expense when considered in light of
(i)  the  nature  and  cost  of  the  accommodation;  (ii)  the  impact  of  the
accommodation  on the  operations  of the  Corporation;  and (iii) the financial
resources of the Corporation.
<PAGE>

                  2.5  FAILURE TO RAISE  CAPITAL.  In the event the  Corporation
      fails to  complete  its  Financing  of at least  $600,000 on the terms set
      forth in EXHIBIT D, by October 31, 2003,  the  Executive  may  voluntarily
      resign his  employment  under this  Agreement,  Corporation  shall have no
      obligation to make payments to the Executive provided,  Executive shall be
      entitled to receive:

                    (a)  benefits as  enumerated  in  Subparagraph  1.4(a) for a
               period of three months from the date of such termination; and

                    (b) payment of any amounts then due and owing the Executive.

         3.  CONFIDENTIAL  INFORMATION.  Except as may be required by the lawful
order of a court or agency of competent  jurisdiction,  the Executive  agrees to
keep secret and confidential  indefinitely all non-public information concerning
the  Corporation  and its  affiliates  that was  acquired by or disclosed to the
Executive  during the course of his employment by the  Corporation or any of its
affiliates,  including  information  relating to customers  (including,  without
limitation,   credit  history,  repayment  history,  financial  information  and
financial statements),  cost, and operations,  financial data and plans, whether
past,  current or planned  and not to  disclose  the same,  either  directly  or
indirectly,  to any other  person,  firm or business  entity or to use it in any
way; provided,  however, that the provisions of this paragraph 3 shall not apply
to  information  that is in the  public  domain  or that  was  disclosed  to the
Executive by  independent  third  parties who were not bound by an obligation of
confidentiality.  The  Executive  further  agrees  that he  shall  not  make any
statement or disclosure  that (a) would be  prohibited by applicable  federal or
state laws or (b) is intended to be detrimental to the Corporation or any of its
subsidiaries or affiliates.

                  3.1  INVENTIONS,  DISCOVERIES  AND  IMPROVEMENTS.  Any and all
inventions,  discoveries and improvements,  whether protectible or unprotectible
by Patent, trademark, copyright or trade secret, made, devised, or discovered by
Executive, whether by Executive alone or jointly with others, from the Effective
Date until the earlier of the  Termination  Date of this Agreement or the actual
date  of  termination  of  employment,  relating  or  pertaining  in any  way to
Executive's  employment  with the  Corporation,  shall be promptly  disclosed in
writing to the Board,  and become and remain the sole and exclusive  property of
the Corporation. Executive agrees to execute any assignments to the Corporation,
or its nominee, of the Corporation's entire right, title, and interest in and to
any such  inventions,  discoveries  and  improvements  and to execute  any other
instruments  and documents  requisite or desirable in applying for and obtaining
Patents,  trademarks or copyrights at the cost of the Corporation,  with respect
thereto in the United States and in all foreign countries, that may be requested
by the  Corporation.  Executive  further  agrees,  whether  or not  then  in the
employment  of the  Corporation,  to cooperate to the fullest  extent and in the
manner that may be reasonably  requested by the  Corporation in the  prosecution
and/or  defense  of  any  suits   involving   claims  of   infringement   and/or
misappropriation   of  proprietary  rights  relevant  to  Patents,   trademarks,
copyrights,   trade  secrets,   processes,   and/or  discoveries  involving  the
Corporation's  products;  it being  understood  that all  reasonable  costs  and
expenses  thereof shall be paid by the Corporation.  The Corporation  shall have
the  sole  right  to  determine  the  treatment  of  disclosures  received  from
Executive,  including the right to keep the same as a trade  secret,  to use and
disclose  the same  without a prior Patent  Application,  to file and  prosecute
United States and foreign Patent  Applications  thereon,  or to follow any other
procedure which the Corporation may deem appropriate. .

                  3.2  CONFIDENTIAL  INFORMATION  AND TRADE  SECRETS.  Executive
hereby acknowledges that all trade, engineering, production, and technical data,
information or "know-how"  including,  but not limited to, customer lists, sales

<PAGE>

and marketing  techniques,  vendor  names,  purchasing  information,  processes,
methods,  investigations,  ideas,  equipment,  tools,  programs,  costs, product
profitability,   plans,   specifications,   Patent   Application(s),   drawings,
blueprints, sketches, layouts, formulas, inventions, processes and data, whether
or not  reduced to  writing,  used in the  development  and  manufacture  of the
Corporation's  products  and/or the  performance of services,  or in research or
development,   are  the  exclusive  secret  and  confidential  property  of  the
Corporation,  and shall be at all times,  whether  after the  Effective  Date or
after  the  Termination  Date,  be kept  strictly  confidential  and  secret  by
Executive.

                  3.3 RETURN OF  PROPERTY.  Executive  agrees not to remove from
the  Corporation's  office  or  copy  any  of  the  Corporation's   confidential
information,  trade secrets,  books, records,  documents or customer or supplier
lists, or any copies of such documents,  without the express written  permission
of  the  Board  of  Directors  of  the  Corporation.  Executive  agrees,  at the
Termination  Date,  to  return  any  property   belonging  to  the  Corporation,
including,   but  not  limited  to,  any  and  all  records,   notes,  drawings,
specifications,   programs,   data  and  other  materials  (or  copies  thereof)
pertaining to the  Corporation's  businesses or its product(s)  and  service(s),
generated or received by Executive  during the course of his employment with the
Corporation.

                  3.4  NON-DISCLOSURE.  Executive  represents  and  agrees  that
during the term of this Agreement,  and after the Termination  Date, he will not
report,  publish,  disclose,  use,  or  transfer  (collectively  referred  to as
"Dissemination")  to any person(s) or  entity(ies)  any property or  information
belonging to the  Corporation  without  first having  obtained the prior express
written consent of the Corporation to do so; it being understood,  however, that
information which was publicly known, or which is in the public domain, or which
is  generally  known,  or the  dissemination  of which is required by the lawful
order of a court or agency of  competent  jurisdiction,  shall not be subject to
this  restriction  nor shall any  information  which  Executive  is  required to
disclose by law.

                  3.5   INFORMATION  OF  OTHERS.   Executive   agrees  that  the
Corporation does not desire to acquire from Executive any secret or confidential
information  or  "know-how"  of  others.  Executive,   therefore,   specifically
represents  to the  Corporation  that he will not bring to the  Corporation  any
materials,  documents,  or writings  containing any such information.  Executive
represents  and warrants  that from the Effective  Date of this  Agreement he is
free to divulge to the  Corporation,  without any obligation to, or violation of
the rights of others,  information,  practices and/or techniques which Executive
will  describe,  demonstrate or divulge or in any other manner make known to the
Corporation during Executive's performance of services. Executive also agrees to
indemnify  and hold  the  Corporation  harmless  from  and  against  any and all
liabilities,  losses,  costs,  expenses,  damages,  claims  or  demands  for any
violation of the rights of others as it relates to Executive's  misappropriation
of secrets, confidential information, or "know-how" of others.

         4.        NON-SOLICITATION OF CUSTOMERS AND EMPLOYEES.

                  4.1  NON-SOLICITATION  OF CUSTOMERS.  Executive agrees that he
will not, for a period of eighteen (18) months  following the Termination  Date,
contact  or  solicit  orders,  sales  or  business  from  any  customer  of  the
Corporation  for  similar   products  or  services   produced  or  sold  by  the
Corporation.

                  4.2  NON-SOLICITATION  OF EMPLOYEES.  Executive agrees that he
will  not,  without  the  prior  written  consent  of the  Board for a period of
eighteen (18) months  following  the  Termination  Date,  directly or indirectly
disturb,  entice or hire away, or in any other manner persuade,  any employee(s)
or  consultant(s)  of the  Corporation  to  discontinue  that person's or firm's

<PAGE>

relationship  with the  Corporation if that  employee(s) or  consultant(s)  were
employed by the Corporation at any time during the six (6) month period prior to
the Termination Date.

         5. NOTICE.  All notices and other  communications  under this Agreement
shall be in writing and shall be delivered personally or mailed by registered or
certified  mail,  return  receipt  requested,  and shall be deemed given when so
delivered  or mailed,  to a party at his or its  address as follows  (or at such
other address as a party may designate by notice given hereunder):

                  If to Executive:                 John R. Haddock
                                                   2737 Pinehurst Drive,
                                                   Weston, Florida 33332

                  If to the Corporation:           Dtomi, Inc.
                                                   200 9th Avenue North
                                                   Safety Harbor, Florida 34695

                  With a copy to:                  David M. Otto
                                                   The Otto Law Group, PLLC
                                                   900 Fourth Ave., Suite 3140
                                                   Seattle, WA 98164

         6.  SUIT,  JURISDICTION.   Any  controversy  between  the  Company  and
Executive  arising  out  of,  relating  to,  or  concerning  any of  the  terms,
provisions or conditions of this Agreement shall be submitted first to mediation
administered  by the  American  Arbitration  Association  under  its  Commercial
Mediation  Rules,  and, in the event that the Parties fail to reach a settlement
of the controversy as a result of such  mediation,  to arbitration in accordance
with the American Arbitration  Association's  National Arbitration Rules for the
Resolution  of  Employment  Disputes.  The Parties  agree that the  mediation or
arbitration shall take place in the State of Florida.  On the written request of
either party for  arbitration  of such a claim pursuant to this  paragraph,  the
Company and Executive  shall both be deemed to have waived the right to litigate
the  claim in any  federal  or state  court.  To the  extent  that any  claim or
controversy  arising out of this Agreement cannot be submitted to arbitration as
set forth above,  each party hereby  agrees that any suit,  action or proceeding
with respect to this Agreement,  and any transactions  relating hereto, shall be
brought in the State of  Florida,  and each of the  parties  hereby  irrevocably
consents  and submits to the  jurisdiction  of such Court for the purpose of any
such suit,  action or  proceeding.  Each of the parties hereby waives and agrees
not to assert,  by way of motion,  as a defense or otherwise,  in any such suit,
action or proceeding;  any claim that it (he) is not  personally  subject to the
jurisdiction  of the  above-named  Court(s);  and,  to the extent  permitted  by
applicable law, any claim that such suit,  action or proceeding is brought in an
inconvenient  forum or that the  venue of such  suit,  action or  proceeding  is
improper or that this Agreement or any replacements hereof or thereof may not be
enforced  in or by such  Court(s).  The  Company  shall  pay  any and all  costs
associated with arbitration.

         7.       MISCELLANEOUS.

                  7.1 ASSIGNMENT.  This Agreement shall be assigned to and inure
to the benefit of, and be binding upon,  any successor to  substantially  all of
the  assets and  business  of the  Corporation  as a going  concern,  whether by
merger, consolidation, liquidation or sale of substantially all of the assets of
the Corporation or otherwise.  Executive  understands and agrees,  however, that
this  Agreement is exclusive  and  personal to him only,  and, as such,  he will
neither  assign  nor   subcontract  all  or  part  of  his   undertaking(s)   or
obligation(s) under the terms of this Agreement.
<PAGE>

                  7.2  ENTIRE  AGREEMENT.  Each  party  acknowledges  that  this
Agreement  constitutes the entire understanding between them, and that there are
no other written or verbal agreement(s) or  understanding(s)  between them other
than those set forth herein;  it being  understood  that no amendment(s) to this
Agreement shall be effective  unless reduced to writing and signed by each party
hereto.

                  7.3  SEVERABILITY.  In the event  that any  provision  of this
Agreement  shall be determined to be  unenforceable  or otherwise  invalid,  the
balance of the  provision(s)  shall be deemed to be  enforceable  and valid;  it
being  understood  that all  provision(s)  of this  Agreement  are  deemed to be
severable,  so that  unenforceability or invalidity of any single provision will
not affect the remaining provision(s).

                  7.4 HEADINGS.  The Section(s) and paragraph heading(s) in this
Agreement  are  deemed to be for  convenience  only,  and shall not be deemed to
alter or affect any provision herein.

                  7.5      INTERPRETATION  OF AGREEMENT.  This Agreement shall
be interpreted in accordance  plain meaning of its terms  and under the
laws of the State of Florida.

                  7.6 VARIATION. Any changes in the Sections relating to salary,
bonus, or other material condition(s) after the Effective Date of this Agreement
shall not be deemed to constitute a new  Agreement.  All unchanged  terms are to
remain in force and effect.

                  7.7  UNENFORCEABILITY.  The  unenforceability or invalidity of
any  provision(s) of this Agreement shall not affect the  enforceability  and/or
the validity of the remaining provision(s).

                  7.8  COLLATERAL  DOCUMENTS.  Each  party  hereto  shall  make,
execute and deliver such other instrument(s) or document(s) as may be reasonably
required in order to effectuate the purposes of this Agreement.

                  7.9  NON-IMPAIRMENT.  This  Agreement  may not be  amended  or
supplemented  at any time  unless  reduced to a writing  executed  by each party
hereto.  No amendment,  supplement or termination of this Agreement shall affect
or impair any of the rights or obligations which may have matured thereunder.

                  7.10 EXECUTION.  This Agreement may be executed in one or more
counterpart(s),  and each  executed  counterpart(s)  shall be  considered by the
parties as an original.

                  7.11 LEGAL COUNSEL.  Executive  represents to the  Corporation
that he has retained legal counsel of his own choosing, and was given sufficient
opportunity to obtain legal counsel prior to executing this Agreement. Executive
also  represents  that  he  has  read  each  provision  of  this  Agreement  and
understands its meaning.

                  7.12 EFFECT OF MERGER, TRANSFER OF ASSETS,  DISSOLUTION.  This
Agreement shall not be terminated by any voluntary or involuntary dissolution of
the  Corporation  resulting from either a merger or  consolidation  in which the
Corporation is not the consolidated or surviving  corporation,  or a transfer of
all or substantially  all of the assets of the Corporation.  In the event of any
such merger, or consolidation or transfer of assets,  the Corporation's  rights,
benefits,  and  obligations  hereunder  shall be  assigned to the  surviving  or
resulting  corporation  or the  transferee of the  Corporation's  assets and the
surviving entity or transferee corporation or person shall specifically agree to
assume the obligations of the Corporation under this Agreement.
<PAGE>

                  7.13 TRANSITION. In the event that Executive's employment with
the Corporation terminates, Executive shall, through the last day of employment,
and at the Corporation's  request,  use Executive's  reasonable best efforts (at
the   Corporation's   expense)  to  assist  the  Corporation  in   transitioning
Executive's duties and responsibility  responsibilities to Executive's successor
and maintaining the Corporation's  professional relationship with all customers,
suppliers,  etc.  Without  limiting the generality of the  foregoing,  Executive
shall cooperate and assist the Corporation,  at the Corporation's  direction and
instruction,  during the  transition  period between any receipt of or giving of
notice of the termination of employment and the final day of employment.

                    IN WITNESS WHEREOF,  the parties hereto have set their hands
and seals the day and year first above written.

                                DTOMI, INC.


                                By:_________________________________________
                                       David M. Otto, Chairman of the Board

                                EXECUTIVE


                                 -------------------------------------
                                 John R. Haddock