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                                                                   EXHIBIT 10.13


                              EMPLOYMENT AGREEMENT


                  AGREEMENT executed as of the 15th day of November, 1999, by
and between BEVERLY HILLS LTD., INC., a Utah corporation with executive offices
at 16 N. Ft. Harrison Clearwater, Florida 33755 (the "Company'), and MARC
BARHONOVICH, residing at ________________________________________________ (the
"Employee").


                                   WITNESSETH


         WHEREAS, the Employee is currently a consultant to the Company under an
oral agreement and has performed services for the Company in various
executive-like capacities; and

         WHEREAS, the Company acknowledges and recognizes the value of the
Employee's services, which services are of special, unique and extraordinary
character; and

         WHEREAS, the Company desires to employ, retain and make secure for
itself the experience, abilities and services of the Employee for a period of
not less than one (1) year from the effective date of this Agreement; and

         WHEREAS, both the Company and the Employee desire to embody the terms
and conditions of employment of the Employee into a written agreement;

         NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the adequacy and receipt of which is hereby
acknowledged, the Company and the Employee do hereby agree as follows:

1.       EMPLOYMENT.

         The Company hereby employs the Employee and the Employee hereby accepts
such employment upon the terms and conditions hereinafter set forth.

2.       TERM.

         Subject to the provisions of this Paragraph and Paragraphs 8 and 9
hereof the term of Employee's employment shall commence as of November 15, 1999
("Commencement Date") and continue for an initial period of one (1) year from
the Commencement Date (the "Initial Term"). Following the completion of' the
Initial Term, the Employee's term of employment shall be renewed automatically
for additional one year terms ("Annual Terms") in the absence of written notice
of termination given by either party at least thirty (30) days prior to the date
of any such renewal.


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3.       COMPENSATION AND CERTAIN OTHER BENEFITS.

         For services rendered by the Employee hereunder, the Company shall pay
to the Employee the following compensation:

         3.1      Salary.

         The Company shall pay Employee a base salary ("Base Salary") of
$125,000 per year for the one-year period commencing on the Commencement Date.
Employee's Base Salary after the first year may be increased, but not decreased,
by the Board of Directors. Once increased, such increased amount shall
constitute the Employee's Base Salary. Base Salary shall be payable in
accordance with the ordinary payroll practices of the Company.

         3.2      Incentive Compensation.

         Such incentive compensation ("Incentive Compensation") may be paid to
Employee in the form of a cash bonus, profit sharing or otherwise as the Board
of Directors of the Company or the Board's Compensation Committee may grant to
executive employees of the Company from time to time.

         3.3      Other.

         In addition to the Fixed Compensation and Incentive Compensation which
Employee shall receive pursuant to subparagraphs 3.1 and 3.2 of this paragraph
3, the Employee shall receive the following items of reimbursement, compensation
or benefits:

         (a)      Expenses. Employee is authorized hereunder to incur reasonable
                  expenses for promoting the business and affairs of the
                  Company, including, without limitation by specification,
                  expenses for entertainment, travel and similar items. The
                  Company shall promptly reimburse Employee for all such
                  expenses upon presentation from time to time by Employee to
                  the Company of an itemized account of such expenditures.

         (b)      Life Insurance. The Company shall maintain either a whole-life
                  life insurance policy or policies or a minimum deposit life
                  insurance policy or policies (or the equivalent thereof) on
                  the life of the Employee having an aggregate face value of not
                  less than $500,000 Dollars (collectively, the "Policy"). In
                  the event that the Company purchases minimum deposit life
                  insurance and this Agreement is terminated without Cause as
                  defined herein prior to the time that the insurance policy has
                  been fully paid, the Company agrees to continue to make the
                  premium payments on the policy until it is fully paid. The
                  proceeds of the policy shall be payable to any beneficiary or
                  beneficiaries designated at any time and from time to time by
                  the Employee, provided however, that upon the death of the
                  employee, the aggregate amount of premiums paid on the Policy
                  shall be repaid to the Company


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                  by the beneficiary or beneficiaries designated in the Policy.
                  Employee, if requested by the Company, shall take all
                  necessary steps, including if requested, the naming of the
                  Company as a Co-Beneficiary of the Policy to the extent of the
                  total amount of premiums paid thereon, in order to insure
                  Employee's compliance with this covenant. In no event shall
                  the premiums on any policy or policies aggregate more than
                  $10,000 per year. The Policy shall be in addition to any key
                  man policy or group term policy or policies insuring the life
                  of the Employee maintained by the Company.

         (c)      Automobile. The Company shall provide Employee with an
                  automobile compatible with his position and responsibility
                  hereunder or, in lieu thereof, at the option of the Employee,
                  a monthly stipend equal to the cost of leasing and insuring
                  such an automobile. The Company's monthly obligation under
                  this paragraph shall not exceed $600.

         (d)      Medical Benefits. The Company shall provide Employee with such
                  family health and medical benefits as the Company normally
                  accords its executive officers.

         (e)      Vacations. Employee shall be entitled during each fiscal year
                  during the period of his employment hereunder to such vacation
                  time as the Company normally accords its executive officers
                  who have been employed by it for a length of time similar to
                  the length of Employee's employment, but not less than two
                  weeks per year. Employee may take such vacation over such
                  period or periods of time as Employee in his discretion shall
                  select. Vacation time shall not accrue from year to year.
                  While on vacation, the compensation to which Employee is
                  entitled shall be paid in full.

         (f)      Working Facilities. The Company shall furnish Employee with a
                  private office, secretarial help and such other facilities,
                  services and staff as are suitable to his position and
                  adequate for the performance of his duties hereunder.

         3.4 Employee shall receive immediately upon execution of this Agreement
1,000,000 Common Stock Purchase Warrants (the "Warrants") to purchase shares of
the Company at the rate of $.05 per share. The Warrants will not vest until the
Employee has been employed by the Company for three (3) months. The Warrants
shall not be exercisable until a Registration Statement registering the
underlying shares of Common Stock has been declared effective by the SEC and
thereafter they shall be exercisable for a period of five (5) years from the
effective date of said registration statement.

         3.5 The Company agrees that nothing contained in this Agreement is
intended to or shall be deemed to be granted to the Employee in lieu of, or as a
limitation upon, any rights and privileges which the Employee may otherwise be
entitled to as an executive employee of the Company under any retirement,
pension, insurance, hospitalization or other employee benefit plan of any type
(including, without limitation by specification, any incentive, profit sharing,
bonus or


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stock option plan), which may now be in effect or which may hereafter be adopted
by the Company, it being understood that the Employee shall have the same rights
and privileges to participate in such Company benefit plans as any other
executive employee of the Company. The Company further agrees that nothing
contained herein shall limit the Employee's rights to collect certain
indebtedness due him by the Company which are evidenced by a Promissory Note and
Loan and Security Agreement between the Employee and the Company.

         3.6 At the Employee's sole option all monies loaned to the Company by
the Employee, as evidenced by the Promissory Notes attached hereto, or expense
reports shall be, upon demand, immediately repaid to the Employee upon the
completion by the Company of a Private Placement or Public Offering.

4.       DUTIES; TIME AND EFFORT.

         4.1 During the term of his employment hereunder, Employee, subject to
the supervision and control of the Board of Directors of the Company, shall
supervise the operations of the Company. Employee shall serve as Chief Executive
Officer of the Company and the Company and Employee contemplate that Employee
shall continue to serve in such capacity throughout the period of his employment
hereunder.

         4.2 Employee agrees to devote his full-time and effort to the business
of the Company during the term of his employment hereunder and to serve as a
member of the Company's Board of Directors. The Employee shall perform his
duties faithfully, diligently and to the best of his ability. Employee, at all
times, shall use his best efforts to preserve, protect, enhance and maintain the
trade, business and goodwill of the Company.

5.       COVENANTS AND RESTRICTIONS.

         Subject to the provisions of Paragraph 8.6 hereof, Employee covenants
that, except in carrying out his duties hereunder, during the term of his
employment and for a period of one (1) year following the date of termination of
employment hereunder (unless such longer period of time is specifically set
forth herein):

         5.1 Without the express written consent of the Board of Directors,
Employee shall not directly or indirectly, own any interest in, participate or
engage in, assist, render any services (including advisory services) to, become
associated with, work for, serve (in any capacity whatsoever, including, without
limitation, as an employee, consultant, advisor, agent, independent contractor,
officer or director) or otherwise become in any way or manner connected with the
ownership, management, operation, or control of, any business, firm,
corporation, partnership or other entity (collectively referred to herein as a
"Person") that engages in, or assists others in engaging in or conducting any
business, which deals, directly or indirectly, in products or services similar
to or competitive with the Company's product line or services in the United
States; provided, however, the above shall not be deemed to exclude Employee
from acting as director of another corporation with the consent of the Company's
Board of Directors; provided further,


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however, that the above shall not be deemed to prohibit Employee from owning or
acquiring securities issued by any corporation whose securities are listed with
a national securities exchange or are traded in the over-the-counter market,
provided that Employee at no time owns, directly or indirectly, beneficially or
otherwise, five (5%) percent or more of any class of any such corporation's
outstanding capital stock.

         5.2 Employee shall not knowingly provide or solicit to provide to any
Person or individual (i) any goods or services which are competitive with those
provided by the Company or which would be competitive with the goods or services
that the Company has planned to provide; or (ii) any goods or services to any
customer of the Company. The term "customer" shall mean any person or individual
to whom the Company has provided goods or services within the twenty-four (24)
month period prior to the termination of Employee's employment hereunder.
Notwithstanding anything herein to the contrary, no limitation shall be imposed
on Employee hereunder with respect to any goods and services that the Company
has planned to provide and which are not actually being provided at the time of
the termination of Employee's employment hereunder.

         5.3 Employee agrees that he shall not divulge to others, nor shall he
use to the detriment of the Company or in any business or process of manufacture
competitive with or similar to any business or process of manufacture engaged in
by the Company or any of its subsidiary or affiliated companies, at any time
during his employment with the Company or thereafter, any confidential or trade
secret information obtained by him during the course of his employment with the
Company relating to sales, salesmen, sales volume or strategy, customers,
formulas, processes, methods, machines, manufactures, compositions, ideas,
improvements or inventions belonging to or relating to the business of the
Company, or its subsidiary or affiliated companies.

         5.4 Employee shall neither solicit, seek to solicit any of the
Company's personnel in any capacity whatsoever nor shall Employee induce or
attempt to induce any of the Company's personnel to leave the employ of the
Company to work for Employee or otherwise.

         5.5 Employee acknowledges that his breach of any of the restrictive
covenants contained in this Paragraph 5 may cause irreparable damage to the
Company for which remedies at law would be inadequate. Accordingly, if Employee
breaches or threatens to breach any of the provisions of this Paragraph 5, the
Company shall be entitled to appropriate injunctive relief, including, without
limitation, preliminary and permanent injunctions in any court of competent
jurisdiction, restraining Employee from taking any action prohibited hereby.
This remedy shall be in addition to all other remedies available to the Company
at law or equity. If any portion of this Paragraph 5 is adjudicated to be
invalid or unenforceable, this Paragraph 5 shall be deemed amended to delete
there from the portion so adjudicated, such deletion to apply only with respect
to the operation of this Paragraph 5 in the jurisdiction in which such
adjudication is made.


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6.       PROPRIETARY PROPERTY.

         Subject to the provisions of Paragraph 8.6 hereof:

         6.1 The Employee agrees that any and all inventions or improvements as
will as any and all ideas, creations, know-how and methods of applying and
putting into practice any inventions or improvements (all of the foregoing being
hereinafter called "Proprietary Property" and being more fully defined in
subparagraph 6.2 below) that are created, developed, conceived of or discovered
either (i) by the Employee (solely or jointly with others) either in the course
of his employment, on the Company's time, with the Company's materials or
facilities, relating to any subject matter with which his work for the Company
is or may be concerned, or relating to any business in which the Company or any
of its subsidiaries or affiliated companies is involved; or (ii) by or for the
Company; or (iii) by any independent individual or person and thereafter
acquired by the Company, and which are within the Employee's knowledge or
possession in the case of (i) above or that come into the Employee's knowledge
or possession during and in the course of the Employee's employment hereunder in
the case of (ii) or (iii) above, shall be, if created, developed, conceived of
or discovered by the Employee, promptly disclosed to the Company, or shall be,
if otherwise developed or acquired by the Company, received by the Employee as
an employee of the Company and not in any way for his own benefit. Employee
shall neither have nor obtain any right, title or interest in or to such
Proprietary Property unless and until the Company shall expressly and in writing
waive, the rights that it has therein and thereto with respect to any and all
Proprietary Property that is invented, created, written, developed, furnished or
Produced by the Employee, or suggested by the Employee to the Company, during
the term of the Employee's employment under this Agreement, Employee does hereby
agree that all such Proprietary Property shall be the exclusive property of the
Company, and that the Employee shall neither have nor retain any right, title or
interest, of any kind therein and thereto or in and to any of the benefits or
proceeds therefrom. At any time, whether during or after the term of this
Agreement, the Employee shall, upon the request and at the expense of the
Company, (A) obtain patents or copyrights on, or (B) permit the Company to
patent or Copyright, any such Proprietary Property, whichever (A) or (B) is
appropriate, and/or (C) execute, acknowledge and deliver any and all
assignments, instruments of transfer, or other documents, that the Company deems
necessary or appropriate to transfer to and in the Company all right, title and
interest in and to such Proprietary Property and to evidence the Company's
ownership of such Proprietary Property, including, without limitation, taking
all steps necessary to enable the Company to publish or protect said Proprietary
Property by patents or otherwise in any and all countries and to render all such
assistance as the Company may require in any patent office proceeding or
litigation involving said Proprietary Property. The Employee shall not, without
limitation as to time or place, use any Proprietary Property except on Company
business, during or after his period of employment, nor disclose the same to any
other Person or individual except for disclosure on Company business or as may
be required by law.

         6.2 As used in this Agreement, "Proprietary Property" means proprietary
technical information not generally known in the Company's industry and which is
disclosed to Employee


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or known or developed by Employee as a consequence of or through his employment
with the Company.

         6.3 During or subsequent to the Employee's employment by Company,
Employee shall not, directly or indirectly, lecture upon, publish articles
concerning, use, disseminate, disclose, sell or offer for sale any Proprietary
Property without the Company's prior written permission.

7.       DISABILITY.

         7.1 Subject to the terms of this subparagraph 7.1, in the event
Employee becomes temporarily disabled during the term of this Agreement, he
shall continue to receive one hundred (100%) percent of the Fixed Compensation
to which he was entitled at the time he became disabled for any period of
disability not in excess of three (3) consecutive calendar months. Following the
third consecutive calendar month of temporary disability, the compensation to be
received by Employee shall be reduced to fifty (50%) percent of the amount he
received during the first three (3) months of such disability after the third
consecutive month and for a period of five years thereafter. For the purpose of
this subparagraph 7.1, the terms "disabled" and "disability" shall mean
disability which, in the opinion of a doctor reasonably satisfactory to the
Company, renders the Employee unable to perform his duties hereunder. The date
such disability commences shall be the date Employee first absents himself from
work during a continuous period of disability as so determined by the doctor
hereinabove set forth. The term "temporary disability" shall mean a disability
which is not a permanent disability (as such term is defined in subparagraph 7.2
below).

         7.2 Notwithstanding anything to the contrary set forth in this
Agreement, the Company may terminate this Agreement upon no less than ninety
(90) days prior written notice to Employee after six (6) full continuous
calendar months following the "permanent disability" (as defined below) of
Employee and the payment to Employee of all unpaid compensation which the
Company owes to the Employee for the period of employment prior to termination.
In such event, the Employee shall be entitled to receive from the Company or
from the Company's disability insurance carrier disability compensation in an
amount which shall, when added to all social security benefits received or to be
received by Employee as a result of the permanent disability, equal One Hundred
Thousand ($100,000) Dollars per annum; provided, however, in no event shall the
premiums paid by the Company for maintaining the disability policy (as such term
is defined below) exceed Ten Thousand ($10,000) Dollars per annum. The
Employee's entitlement to disability benefits shall be pursuant to the terms of
this Agreement and the disability insurance policy (the "Disability Policy") to
be obtained and maintained by the Company, naming the Employee as the insured
thereunder. Notwithstanding the foregoing, in the event Employee's disability is
either not covered under the Disability Policy or Employee is covered for less
than One Hundred Thousand ($100,000) Dollars per annum or if coverage under the
Disability Policy terminates during the Period of disability for any reason
whatsoever, then for the balance of Employee's then current term of employment
the Company will pay Employee One Hundred Thousand ($100,000) Dollars per annum
or, if Employee is receiving benefits under the Disability Policy, the Company
will supplement the insurance payments which Employee is entitled to


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receive so that Employee receives a total of One Hundred Thousand ($100,000)
Dollars per annum and, thereafter, the Company will pay to Employee, or
supplement the benefits Employee receives under said Disability Policy, so that
Employee receives the lesser of (i) One Hundred Thousand ($100,000) Dollars per
annum; or (ii) fifty (50%) percent of Employee's Fixed Compensation until
Employee attains the age of sixty-five (65). Once Employee attains age
sixty-five (65), the Company shall have no further obligations to make
disability payments to Employee or to otherwise supplement the amounts Employee
receives under the Disability Policy except to the extent that it is the
Company's then current policy to continue to cover or provide benefits to
permanently disabled executive officers beyond age sixty-five (65).
Notwithstanding anything to the contrary set forth in this Paragraph 7.2, in the
event the Employee reassumes the full Performance of his duties hereunder prior
to such termination notice, the Employee shall be entitled to one hundred (100%)
percent of his total compensation from the date of his return. In no event shall
Employee be entitled to renew the term of his employment for the Extension Term
or any Annual Term if Employee becomes permanently disabled during either the
Initial Term or the Extension Term. Employee shall be deemed "Permanently
Disabled" for purposes hereof if either: (i) Employee has been temporarily
disabled for a period in excess of 730 consecutive days; or (ii) the insurance
company issuing the Disability Policy determines that the Employee is
Permanently Disabled and will make payments pursuant to the Disability Policy;
or (iii) a physician, mutually acceptable to both the Company and the Employee,
determines on the basis of medical evidence that Employee is totally disabled,
mentally or physically, so as to be, prevented from engaging in further
employment by the Company in the capacity in which Employee was engaged prior to
such disability and that such disability will be permanent and continuous during
the remainder of the life of Employee. In the event a physician cannot be
selected who is acceptable to both the Company and the Employee, each party
shall select a physician who shall together select a third physician whose
decision shall be final. In the event of a dispute or the inability of the
physicians selected by the Company and the Employee to select a third physician,
a physician shall be selected by the American Arbitration Association and the
decision of such physician shall be final.

         7.3 Payments of disability compensation under subparagraphs 7.1 and 7.2
above shall be reduced by the amounts actually received by the Employee under
any policy or policies of disability, health, accident, or wage continuation
insurance paid for by the Company.

8.       TERMINATION; SEVERANCE; DEATH.

         8.1 The Employee's employment shall terminate upon his death, and may
be terminated, at the option of (i) the Employee, (A) at any time upon thirty
(30) days notice, or upon the conclusion of the Initial Term, or any Annual Term
upon proper written notice to the Company, or (B) for breach of this Agreement,
or (ii) the Company upon proper written notice to the Employee, (A) at the
conclusion of the Initial Term or any Annual Term, (B) as a result of his
permanent disability as defined in Paragraph 7.2 hereof, or (C) for cause.
Termination "for cause" shall mean termination only in the event the Employee is
guilty of (i) intentional or reckless failure to perform his duties hereunder,
or (ii) any act of intentional dishonesty by the Employee which adversely
effects the Company's business or its reputation.


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         8.2 If Employee's employment is terminated by the Company for cause,
the Company shall have no further obligation to pay compensation or benefits to
Employee, other than those accrued through the date of such termination.

         8.3 If Employee's employment is terminated by Employee's decision to
act as a consultant to the Company or as a result of the Employee's permanent
disability, the Company shall remain obligated to pay Employee the entitlements
set forth in Paragraph 7 of this Agreement.

         8.4 If Employee's employment is terminated by the Company's
determination not to renew the employment term at the conclusion of either the
Initial Term or any Annual Term, the company shall be obligated to pay Employee,
within sixty (60) days of such termination, a lump sum severance payment in an
amount equal to the product derived by multiplying each year of the Employee's
employment with the Company (commencing with the calendar year 1998) times
Seventy Five Thousand ($75,000) Dollars.

         8.5 If Employee's employment is terminated by the Company during the
Initial Term or any Annual Term, the Company shall be obligated to pay Employee,
within sixty (60) days of such termination, a lump sum severance payment in an
amount equal to the aggregate amount of the Employee's Base Salary for the
remainder of the Initial Term or any Annual Term as the case may be, plus the
product derived by multiplying each year of the Employee's employment with the
Company (commencing with the calendar year 1998) times Seventy Five Thousand
($75,000) Dollars.

         8.6 If Employee dies during the term of his employment hereunder, the
Company shall promptly pay to the Employee's estate or promptly distribute to
the beneficiary or beneficiaries named by Employee all life insurance proceeds
under the Policy referred to in paragraph 3.3(b) hereof (if received by the
Company for any reason) as well as any term life insurance policy or policies
with the exception of any key-man policy which the Company maintained on the
life of and for the benefit of the Employee; provided, however, all other
Company fringe benefits shall cease upon Employee's death.

         8.7 Notwithstanding anything to the contrary set forth in this
Agreement, the Employee`s covenants set forth in Paragraphs 5 and 6 hereof shall
not apply with respect to and shall not be enforceable against Employee, in the
event the Employee's employment is terminated by the Company for any reason
other than those reasons expressly set forth in Paragraph 8.1 hereof.


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9.       CHANGE IN CONTROL.

         If, as both a director and a stockholder of the Company, Employee
opposes a "Change in Control" (as such term is defined below) of the Company and
such Change in Control shall occur at any time during Employee's employment
hereunder in spite of Employee's objection, Employee may, by written notice to
the Company at any time within six (6) months after such Change in Control,
elect to terminate his employment with the Company thirty (30) days from such
notice. In the event Employee opposes a Change in Control, as both a stockholder
and a director, and such Change in Control nevertheless takes place, then, if
Employee elects to terminate his employment pursuant to this Paragraph 9, the
Company shall pay him either (a) two and nine-tenths (2.9) times his then
current Fixed Compensation within sixty (60) days of receipt of Employee's
notice, if a majority of the Company's Board of Directors opposed the Change in
Control; or (b) two and one-half (2.5) times his then current Fixed Compensation
within sixty (60) days of receipt of Employee's notice, if a majority of the
Company's Board of Directors voted in favor of the Change in Control; provided,
however, in no event shall the amount payable to Employee pursuant to this
Paragraph 9 exceed the maximum payment permitted by Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code") or then applicable law, and to the
extent any "excess parachute payment" (as such term is defined in Code Section
280G(b)) would result from the application of the formulas set forth in (a) or
(b) above, then the amount Employee would otherwise receive shall be reduced so
that no "excess parachute payment" is made by the Company or received by
Employee; provided further, however, that the provisions of this Paragraph 9
shall not apply to any Change in Control of the Company which is supported by
the Employee either as an officer, director or as a stockholder of the Company.
The Employee shall not be required to mitigate the amount of any payment
provided for herein by seeking other employment or otherwise, nor shall the
amount of such payment provided for in this Paragraph 9 be reduced by any
compensation subsequently earned by the Employee as the result of his employment
with another employer. For purposes of this Agreement, a "Change in Control"
shall be deemed to have occurred if (a) any "person" or group of "persons" (as
the terms "person" or "group" are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934 and the rules thereunder) which does not include
the Employee is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing fifty (50%) percent or more of the
combined voting power of the then outstanding securities of the Company (whether
by purchase or acquisition of securities by any person or by the Company or by
agreement to act in concert with respect to the voting of such securities or
otherwise); or (b) during any period of two consecutive years, individuals who
at the beginning of such period constitute the Board of Directors of the Company
cease for any reason to constitute at least a majority thereof unless the
election of each director who was not a director at the beginning of the period,
was approved by a vote of at least two-thirds at the beginning of such period;
or (c) any other event shall have occurred which constitutes a change in
ownership or effective control of the Company or in the ownership of its assets,
or which would be deemed to be such a change under Code Section 280G or the
regulations or other legal authority developed thereunder.


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10.      ARBITRATION.

         Any dispute, controversy or claim arising out of or pursuant to this
Agreement or the breach hereof shall be settled by arbitration in the City of
Clearwater, County of Pinellas and State of Florida. Such arbitration shall be
effected by arbitrators selected as hereinafter provided and shall be conducted
in accordance with the Rules, existing at the date thereof, of the American
Arbitration Association. The dispute, controversy or claim shall be submitted to
three arbitrators, one arbitrator to be selected by the Company, one arbitrator
to be selected by the Employee and the third arbitrator to be selected by the
two so selected by the Company and Employee, or if they cannot agree on a third,
by the American Arbitration Association. In the event that either the Company or
Employee within one (1) month after notification of any demand for arbitration
hereunder, shall not have selected its arbitrator and given notice thereof to
the other party, the arbitrator for such party shall be selected by the American
Arbitration Association. Meetings of the arbitrators shall be held in
Clearwater, Florida at such place or places as may be agreed upon by the
arbitrators. The results of final determination of any such arbitration
proceedings shall be binding on the parties hereto and a judgment may be entered
in any court having jurisdiction.

11.      SEVERABILITY OF PROVISIONS.

         In the event any court of competent jurisdiction determines that any
term or provision of this Agreement shall be unenforceable, the invalidity of
such term or provision shall not affect the validity of the remainder hereof.

12.      NOTICES.

         Any notice required or permitted to be given pursuant to the provisions
hereof shall be deemed given when sent by registered or certified mail, return
receipt requested, to the Company or Employee at their respective addresses set
forth above or to such other address as may be given by similar notice by the
Company or Employee.

13.      WAIVER OF BREACH.

         The waiver by the Company or Employee of a breach of any provision
hereof by the other shall not operate or be construed to operate as a waiver by
such party of any subsequent breach by the other of the same or any other
provision hereof.

14.      ENTIRE AGREEMENT, MODIFICATION AND CONSTRUCTION.

         This Agreement contains the entire understanding between the Company
and Employee with respect to the subject matter hereof. The terms and conditions
hereof may be changed only by an agreement in writing signed by the Company and
Employee. This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida, applicable to contracts made and to be
performed therein, without giving effect to the principles thereof relating to
conflicts of law.


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         IN WITNESS WHEREOF, the Company has caused this Agreement to be signed
and its seal affixed by a duly authorized officer and the Employee has signed
this Agreement as of the day and year first above written.

                                         BEVERLY HILLS LTD., INC.


[Corporate Seal]
                                         By:   /s/ Leon F. Willis
                                             -----------------------------------
                                             Leon F. Willis, CFO


                                         EMPLOYEE



                                         /s/ Marc Barhonovich
                                         ---------------------------------------
                                         Marc Barhonovich



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