EMPLOYMENT AGREEMENT

     This  EMPLOYMENT  AGREEMENT  ("Agreement")  is  made,  entered  into,  and
effective as of February 15, 2000, ("Effective Date"), by and between Industrial
Rubber  Innovations,  Inc., a Florida corporation (the "Company") and Richard E.
Frasch,  Jr.  ("Employee").

                                    RECITALS
                                    --------

     WHEREAS,  the  Company  desires  to  benefit  from Employee's expertise and
employ  Employee  and  Employee  is  willing  to  accept  such  employment.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and conditions
contained  herein,  the  parties  hereto  hereby  agree  as  follows:

                                   AGREEMENT
                                   ---------

1.     Term  and  Duties.
       -----------------

     The  Company  hereby  employs Employee as Chief Executive Officer as of the
Effective Date for a period of two (2) years, at which time this Agreement shall
terminate  unless  extended  by mutual agreement of the parties.  Employee shall
faithfully  and  diligently  perform  all professional duties and acts as may be
reasonably  requested of Employee by the Company or its officers consistent with
the  function  of  a  Chief  Executive  Officer  in  this  or a similar company.

2.     Duties.
       ------

     Employee  shall  have supervision and control over, and responsibility for,
the  general  management  and operation of the Company and shall have such other
powers  and  duties  as  may  from  time  to  time be prescribed by the Board of
Directors,  provided  that  such duties are reasonable and customary for a Chief
Executive  Officer.  Employee  will  perform  Employee's services to the best of
Employee's  ability.  Employee  agrees  throughout the term of this Agreement to
devote  sufficient  time, energy and skill to the business of the Company and to
the  promotion  of the best interests of the Company.  Employee will be provided
with appropriate equipment, secretarial help, supplies, and other facilities and
services suitable to Employee's position and adequate for the performance of his
duties  in  the  discretion  of  the  Board  of  Directors.

3.     Compensation.
       ------------

     3.1     Subject  to  the  termination of this Agreement as provided herein,
the  Company shall compensate Employee for his services as follows (collectively
referred  to  as  the  "Compensation"):


<PAGE>
(a)     Employee shall receive a monthly salary ("Salary") equal to Six Thousand
Dollars  ($6,000.00)  per  month  for  the  first  six  (6) months following the
Effective  Date,  and  a  monthly  salary  equal  to Seven Thousand Five Hundred
Dollard  ($7,500)  per  month  thereafter.  The  Salary  shall  be  payable  in
semi-monthly  installments  in  accordance  with  the  Company's practices, less
normal  payroll  deductions.

(b)     In  addition  to  the  Salary set forth above, Employee shall be granted
options  to acquire an aggregate of 500,000 shares of the Company's common stock
at  a  price of $0.50 per share, vesting at the rate of one-twenty fourth (1/24)
per  month  for  a period of twenty four (24) months, or until this Agreement is
terminated.  Any options which have vested as of the time of termination of this
Agreement  shall  remain  the  property  of  Employee.  All  options  shall  be
exercisable  for  a  period  of  three  (3)  years  from  the  date  hereof.

     3.2     Employee  shall  accrue  vacation  time beginning in Year 1 of this
Agreement  at  the  rate of two (2) weeks per year.  Employee shall be allowed a
customary  number  of  paid  sick  days  in  accordance  with  Company  policy.

     3.3     In  addition to the Compensation set forth above, the Company shall
periodically  review Employee's performance and services rendered with a view to
paying discretionary bonuses based upon above-average or outstanding performance
for  a  prior period.  Any such bonuses approved by the Company shall be paid to
Employee  within  30  days  of  the  grant  thereof.

4.     Disclosure  of  Confidential  Information.
       -----------------------------------------

     4.1     Employee  shall  not,  during  the  term  of  this  Agreement  and
thereafter, communicate, divulge, or use for the benefit of himself or any other
person, partnership, association, or corporation, either directly or indirectly,
any  information  or  knowledge  concerning  the  Company  and  any information,
including  but  not  limited to pricing schedules, customer lists, communication
techniques,  invoicing, and billing which may be communicated to Employee by the
Company  during  the  term  of  this  Agreement.

     4.2     Employee agrees that any and all customer lists, pricing schedules,
products,  formulas,  inventions,  schematics,  techniques, and goods created by
Employee while rendering services to Company shall be considered the property of
the  Company  which  shall  own  all  rights  and  interest  in  the  same.

     4.3     Employee  covenants  and  agrees  that  during  the  term  of  this
Agreement he will not do any act, or fail to do any act, the result of which may
be  prejudicial  or  injurious  to  the  business  and  goodwill of the Company.

5.     Expenses.
       --------

     The  Company  shall  reimburse Employee for all reasonable business related
expenses  incurred  by  Employee in the course of his normal duties on behalf of
the  Company.   In  reimbursing  Employee  for  expenses, the ordinary and usual
business  guidelines  and  documentation requirements shall be adhered to by the
Company  and  Employee.  Any  expenses  which, individually or in the aggregate,
exceed  Five  Hundred  Dollars  ($500.00) must be consented to by the Company in
writing  prior  to  being  incurred  by  Employee.

<PAGE>

6.     Termination.
       -----------

     6.1     Termination  by  the  Company.  The  Company  reserves the right to
             -----------------------------
terminate  this  Agreement  at  any  time for "cause".  For the purposes of this
Agreement, an event or occurrence constituting "cause" shall include, but not be
limited  to:

6.1.1     Employee's  failure  or  refusal,  after  notice  thereof,  to perform
specific  directives  of  the  Board  of  Directors  of  the  Company, when such
directives are consistent with the scope and nature of the Employee's duties and
responsibilities  as  set forth herein or the commission of any intentional tort
by the Employee against the Company, or any breach by the Employee of any of the
covenants  set  forth  in  paragraphs  4  or  9  of  this  Agreement;

6.1.2     Drunkenness  or  use of drugs which interferes with the performance of
Employee's  obligations  under  this Agreement, continuing after notice thereof;

6.1.3     Any  act  of  dishonesty  or  moral  turpitude  by  the Employee which
constitutes  a  crime  under  the laws of the place where the act was committed;

6.1.4     Any  willful  or  intentional  act  by  Employee which, although not a
crime,  is  of  such  impropriety  or  magnitude that it substantially adversely
affects  the  business  and  the  reputation  of  the  Company.

     In  the  event Employee is terminated for cause as defined herein, Employee
shall  not  be  entitled  to  any bonus, termination or severance payment of any
sort.

     6.2     Termination  upon  Death  or  Disability.  This  Agreement shall be
             ----------------------------------------
terminated  upon  the  death of the Employee or, at the Company's discretion, if
the  Employee  suffers  any physical or mental disability that would prevent the
performance of his duties under this Agreement.  Such a termination, in the case
of  disability,  shall  be effected by giving thirty (30) days written notice of
termination  to  Employee.

     6.3     Termination  with  Notice.  This  Agreement  may  be  terminated by
             -------------------------
either  the  Employee or the Company, with or without cause, by giving the other
party  at  least  thirty  (30)  days  notice in advance.  In the event that this
Agreement  is  terminated  by the Company prior to the completion of the term of
employment  pursuant  to  this  paragraph,  Employee  shall  be  entitled  to
compensation  earned  by  and  vested in him prior to the date of termination as
provided for in this Agreement, computed pro-rata up to and including that date,
plus  ninety  (90) days of Salary.  In the event this Agreement is terminated by
the Employee, Employee shall be entitled to compensation earned by and vested in
him  prior  to  the  date  of  termination.


<PAGE>
     6.4     Termination  in  the  Event of Lack of Financing.  In the event the
             ------------------------------------------------
Company  is  not  able  to  obtain  a  minimum  of Five Hundred Thousand Dollars
($500,000) in debt or equity financing during the first six (6) months following
the  Effective  Date, then either the Company or the Employee may terminate this
Agreement,  with or without cause, during the thirty (30) day period immediately
following  the  end  of  said six (6) month period.  In the event of termination
pursuant  to  this  paragraph  6.4, Employee shall not be entitled to any bonus,
termination  or  severance  payment  of  any  sort.

7.     Binding  Effect.
       ---------------

     This  Agreement  shall  be  binding  upon  and  inure to the benefit of the
parties  hereto  their  respective  devisees,  legatees,  heirs,  legal
representatives,  successors,  and  permitted  assigns.  The  preceding sentence
shall  not  affect  any  restriction  on  assignment set forth elsewhere in this
Agreement.

8.     Notices.
       -------

     All  notices  provided  for in this Agreement shall be in writing signed by
the  party  giving  such  notice,  and delivered personally or sent by overnight
courier  or  messenger  or  sent  by  registered  or certified mail (air mail if
overseas),  return  receipt  requested,  or  by  telex,  facsimile transmission,
telegram  or  similar  means  of communication.  Notices shall be deemed to have
been  received  on the date of personal delivery, telex, facsimile transmission,
telegram  or  similar means of communication, or if sent by overnight courier or
messenger,  shall be deemed to have been received on the next delivery day after
deposit  with  the  courier  or messenger, or if sent by certified or registered
mail,  return  receipt  requested,  shall be deemed to have been received on the
third  business  day  after  the  date of mailing.  Notices shall be sent to the
addresses  set  forth  below:

     If  to  the  Company:
     ---------------------

Industrial  Rubber  Innovations,  Inc.
6801  McDivitt  Drive
Bakersfield,  CA  93313
Facsimile  (661)  833-8088
Attn:  Dave  Foran

     With  a  copy  to:
     ------------------

Cutler  Law  Group
610  Newport  Center  Drive,  Suite  800
Newport  Beach,  CA  92660
Attn:  Brian  A.  Lebrecht,  Esq.
Facsimile  No.:  (949)  719-1988

     If  to  the  Employee:
     ----------------------

Richard  E.  Frasch,  Jr.
______________________
______________________
______________________
Facsimile  No.:  (___)  ___-____

<PAGE>

9.     Assignment.
       ----------

     Subject to all other provisions of this Agreement, any attempt to assign or
transfer  this  Agreement  or  any  of  the rights conferred hereby, by judicial
process  or  otherwise, to any person, firm, company, or corporation without the
prior  written  consent  of  the  other party, shall be invalid, and may, at the
option of such other party, result in an incurable event of default resulting in
termination  of  this  Agreement  and  all  rights  hereby  conferred.

10.     Choice  of  Law.
        ---------------

     This Agreement and the rights of the parties hereunder shall be governed by
and  construed  in accordance with the laws of the State of California including
all  matters of construction, validity, performance, and enforcement and without
giving  effect  to  the  principles  of  conflict  of  laws.

11.     Jurisdiction.
        ------------

     The  parties  submit  to  the  jurisdiction  of  the Courts of the State of
California  or  a  Federal Court empaneled in the State of California, County of
Kern,  for  the resolution of all legal disputes arising under the terms of this
Agreement,  including, but not limited to, enforcement of any arbitration award.

12.     Entire  Agreement.
        -----------------

     Except as provided herein, this Agreement, including exhibits, contains the
entire  agreement  of  the  parties,  and  supersedes all existing negotiations,
representations,  or  agreements  and  all  other  oral,  written,  or  other
communications  between  them  concerning  the subject matter of this Agreement.
There  are no representations, agreements, arrangements, or understandings, oral
or  written, between and among the parties hereto relating to the subject matter
of  this  Agreement  that  are  not  fully  expressed  herein.

13.     Severability.
        ------------

     If  any  provision of this Agreement is unenforceable, invalid, or violates
applicable  law,  such  provision,  or  unenforceable portion of such provision,
shall  be  deemed  stricken and shall not affect the enforceability of any other
provisions  of  this  Agreement.

14.     Captions.
        --------

     The captions in this Agreement are inserted only as a matter of convenience
and for reference and shall not be deemed to define, limit, enlarge, or describe
the  scope  of  this Agreement or the relationship of the parties, and shall not
affect  this  Agreement  or  the  construction  of  any  provisions  herein.

<PAGE>
15.     Counterparts.
        ------------

     This  Agreement  may be executed in one or more counterparts, each of which
shall  be deemed an original, but all of which shall together constitute one and
the  same  instrument.

16.     Modification.
        ------------

     No  change, modification, addition, or amendment to this Agreement shall be
valid  unless  in  writing  and  signed  by  all  parties  hereto.

17.     Waiver.
        -------

     No  waiver  of any breach, covenant, representation, warranty or default of
this  Agreement  by  any  party  shall be considered to be a waiver of any other
breach,  covenant,  representation,  warranty  or  default  of  this  Agreement.

18.     Interpretation
        --------------

     The  terms  and  conditions  of this Agreement shall be deemed to have been
prepared  jointly  by  all  of  the Parties hereto. Any ambiguity or uncertainty
existing  hereunder  shall  not  be  construed  against  any one of the drafting
parties, but shall be resolved by reference to the other rules of interpretation
of  contracts  as  they  apply  in  the  State  of  California.

19.     Attorneys'  Fees.
        ----------------

     Except  as otherwise provided herein, if a dispute should arise between the
parties including, but not limited to arbitration, the prevailing party shall be
reimbursed  by  the non-prevailing party for all reasonable expenses incurred in
resolving  such  dispute,  including  reasonable  attorneys'  fees.

20.     Taxes.
        -----

     Any  income  taxes  required to be paid in connection with the payments due
hereunder,  shall  be  borne  by  the  party required to make such payment.  Any
withholding  taxes  in  the  nature  of  a  tax on income shall be deducted from
payments  due,  and the party required to withhold such tax shall furnish to the
party  receiving  such  payment  all documentation necessary to prove the proper
amount  to  withhold  of such taxes and to prove payment to the tax authority of
such  required  withholding.

21.     Not  for  the  Benefit  of  Creditors  or  Third  Parties.
        ---------------------------------------------------------

     The  provisions  of  this Agreement are intended only for the regulation of
relations  among the parties.  This Agreement is not intended for the benefit of
creditors  of  the  parties  or other third parties and no rights are granted to
creditors  of  the parties or other third parties under this Agreement. Under no
circumstances shall any third party, who is a minor, be deemed to have accepted,
adopted,  or  acted  in  reliance  upon  this  Agreement.


<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed  as  of  the  Effective  Date.


"Company"                                        "Employee"


Industrial  Rubber  Innovations,  Inc.         Richard  E.  Frasch,  Jr.

/s/ Dave Foran                            /s/ Richard E. Frasch, Jr.
________________________________          ________________________________
By:     Dave  Foran
Its:     Acting  President