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                                                                    Exhibit 10.5

                              EMPLOYMENT AGREEMENT

         AGREEMENT made as of the ___ day of ______________, 2000, between
Dynacs, Inc., a Delaware corporation (the "Company") and Ramendra P. Singh (the
"Executive").

         WHEREAS, the Executive has been employed by the Company for more than
15 years and is currently President and Chief Executive Officer; and

         WHEREAS, the Executive possesses an intimate knowledge of the business
and affairs of the Company; and

         WHEREAS, the Board of Directors of the Company (the "Board") recognizes
the Executive's contribution to the growth and success of the Company and
desires to assure the Company of the Executive's continued employment in an
executive capacity and to compensate him therefor; and

         WHEREAS, the Executive is desirous of committing himself to serve the
Company on the terms herein provided.

         NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein contained, the parties hereto
agree as follows:


         1. Employment. The Company hereby agrees to continue to employ the
Executive and the Executive hereby agrees to continue to serve the Company, on
the terms and conditions set forth herein for the period commencing on the date
hereof and expiring on [3 years after the commencement date] (the "Term").


         2. Position and Duties. Executive shall serve as the President and
Chief Executive Officer of the Company, reporting only to the Board, and 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, provided that such
duties are consistent with his present duties and with the Executive's position
as a senior executive officer in charge of the general management of the
Company. The Executive shall devote his full business time and efforts as shall
be necessary to the proper discharge of his duties and responsibilities under
this Agreement. The Executive shall perform his duties hereunder with due care
and with professionalism commensurate with his duties in the manner he has
heretofore performed such duties and will comply with all policies which from
time to time may be in effect or adopted by the Company. In connection with his
employment by the Company, the Executive shall be based at the Company's
principal executive offices.

         3. Compensation and Related Matters.


                  (a) Base Salary. The Executive shall receive a minimum base
salary ("Base Salary") at the annual rate of $295,000 during each year of the
Term hereof payable in equal bi-weekly installments. Any increase in Base Salary
or other compensation granted by the Compensation Committee of the Board ("the
Compensation Committee") shall in no way limit or

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reduce any other obligation of the Company hereunder and, once established at an
increased specified rate, the Executive's Base Salary hereunder shall not
thereafter be reduced.


                  (b) Bonus Payments. In addition to Base Salary, the Executive
shall be entitled to receive such bonus payments as the Compensation Committee
may determine from time to time.


                  (c) Expenses. During the term of his employment hereunder, the
Executive shall be entitled to receive prompt reimbursement for all properly
substantiated reasonable expenses incurred by him in performing services
hereunder in accordance with the policies and procedures presently established
by the Board of Directors of the Company for its senior executive officers.

                  (d) Other Benefits. The Company shall not make any changes in
any employee benefit plans or arrangements in effect on the date hereof in which
the Executive participates which would adversely affect the Executive's rights
or benefits thereunder, unless such change occurs pursuant to a program
applicable to all executives of the Company and does not result in a
proportionately greater reduction in the rights of or benefits to the Executive
as compared with any other executive of the Company. The Executive shall be
entitled to participate in or receive benefits under any employee benefit plan
or arrangement made available by the Company in the future to its executives and
key management employees, subject to and on a basis consistent with the terms,
conditions and overall administration of such plan or arrangement. Nothing paid
to the Executive under any plan or arrangement presently in effect or made
available in the future shall be deemed to be in lieu of the salary payable to
the Executive pursuant to paragraph (a) of this Section 3.

                  (e) Vacations. The Executive shall be entitled to the number
of paid vacation days in each calendar year determined by the Company from time
to time for its senior executive officers, but not less than six weeks in any
calendar year (prorated in any calendar year during which the Executive is
employed hereunder for less than the entire such year in accordance with the
number of days in such calendar year during which he is so employed). The
Executive shall also be entitled to all paid holidays given by the Company to
its senior executive officers.

         4. Offices. The Executive agrees to serve without additional
compensation, if elected or appointed thereto, as a director of the Company and
any of its subsidiaries and in one or more executive offices of any of the
Company's subsidiaries, provided he is indemnified for serving in any and all
such capacities on a basis no less favorable than is currently provided by the
Company's Certificate of Incorporation and By-laws.

         5. Non-Competition

                  (a) For the applicable period set forth below (the "Restricted
Period"), the Executive shall not, directly or indirectly, own an interest in,
manage, operate, join, control, consult, advise, or render other assistance to
or participate in or be connected with, as an officer,

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employee, partner, stockholder, consultant or otherwise, any individual,
partnership, firm, corporation or other business organization or entity
("Person") that, at such time, is engaged in any business which may be deemed
competitive with the Company's business of developing technologies or providing
services in the areas of information systems development and management and
satellite and aerospace systems and operations for U.S. Government agencies or
digital color remastering and animation (the "Restricted Business"). If the
Executive is terminated by the Company for cause pursuant to Section 9(c) or the
Executive terminates his employment other than pursuant to Section 9(d), the
Restricted Period shall be two (2) years from the termination date of the
Executive's employment by the Company. If the Executive is terminated without
cause, the Restricted Period shall be one (1) year from the termination date of
the Executive's employment by the Company, if the Executive is paid twelve (12)
months salary as a severance payment (payable monthly) pursuant to Section
10(d).

                  (b) During the Restricted Period, the Executive shall not
directly or indirectly (i) hire or employ on any basis, (ii) solicit or endeavor
to entice away from the Company or its and each of its subsidiaries, affiliates,
licensors, licensees, successors or assigns (collectively, the "Affiliates"), or
(iii) otherwise interfere with the relationship of the Company or its Affiliates
with, any person who is employed by the Company or any of its Affiliates or any
person who was employed by the Company or its Affiliates within the then most
recent six-month period. Further, the Executive shall not interfere in any
manner with any customer, consultant, supplier or client of the Company or its
Affiliates, or any Person who was a customer, consultant, supplier or client of
the Company or its Affiliates within the then most recent six-month period.

                  (c) Nothing in this Agreement shall prohibit the Executive
from acquiring or holding up to an aggregate of one per cent (1%) of any issue
of stock or securities of any company listed on a national securities exchange
or quoted on the automated quotation system of the National Association of
Securities Dealers, Inc., which company engages in Restricted Business;
provided, however, the Executive and the members of his immediate families shall
not own any voting securities or any other interest in, or lend or contribute
monies, properties or services to, any other company engaging in a Restricted
Business.

                  (d) The Executive acknowledges that a material breach of any
of the covenants contained in this Section 5 would result in material
irreparable injury to the Company for which there is no adequate remedy at law,
that it will not be possible to measure damages for such injuries precisely and
that the Company shall be entitled to obtain a temporary restraining order
and/or a preliminary or permanent injunction restraining the Executive from
engaging in activities prohibited by this Section 5, and such other relief as
may be required to specifically enforce any of the covenants in this Section 5.

         6. Confidential Information.

                  (a) During the period of his employment hereunder, and at any
time after his termination of employment by the Company or the Executive, the
Executive shall not, without the written consent of the Board of Directors or a
person authorized thereby, disclose to any person, other than an employee of the
Company or a person to whom disclosure is reasonably

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necessary or appropriate in connection with the performance by the Executive of
his duties as an executive of the Company, any material confidential information
obtained by him while in the employ of the Company; provided, however, that
confidential information shall not include any information known generally to
the public (other than as a result of unauthorized disclosure by the Executive)
or any information of a type not otherwise considered confidential by persons
engaged in the same business or a business similar to that conducted by the
Company.

                  (b) The Executive agrees: (i) not to use any such information
for himself or others; and (ii) not to take any such material or reproductions
thereof from the Company's facilities at any time or after during his employment
by the Company, except as required in the Executive's duties to the Company. The
Executive agrees immediately to return all such material and reproductions
thereof in his possession to the Company upon request and in any event upon
termination of employment.

                  7. Ownership of Proprietary Information.

                  (a) The Executive agrees that all information that has been
created, discovered or developed by the Company or its Affiliates (including,
without limitation, information relating to the development of the Company's
business created, discovered, developed or made known to the Company or the
Affiliates by Executive during the period of employment with the Company and
information relating to Company's customers, suppliers, consultants, and
licensees) and/or in which property rights have been assigned or otherwise
conveyed to the Company or the Affiliates, shall be the sole property of the
Company or the Affiliates, as applicable, and the Company or the Affiliates, as
the case may be, shall be the sole owner of all patents, copyrights and other
rights in connection therewith. All of the aforementioned information is
hereinafter called "Proprietary Information." By way of illustration, but not
limitation, Proprietary Information includes trade secrets, processes,
discoveries, structures, inventions, designs, ideas, works of authorship,
copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how,
improvements, inventions, product concepts, techniques, information or
statistics contained in, or relating to, marketing plans, strategies, forecasts,
blueprints, sketches, records, notes, devices, drawings, customer lists, patent
applications, continuation applications, continuation-in-part applications, file
wrapper continuation applications, and divisional applications and information
about the Company's or the Affiliates' employees and/or consultants (including,
without limitation, the compensation, job responsibility and job performance of
such employees and/or consultants).

                  (b) The Executive further agrees that at all times, both
during the period of employment with the Company and any time after his
termination of this Agreement, he will keep in confidence and trust all
Proprietary Information, and he will not use or disclose any Proprietary
Information or anything directly relating to it without the written consent of
the Company or the Affiliates, as appropriate, except as may be necessary in the
ordinary course of performing his duties hereunder. The Executive acknowledges
that the Proprietary Information constitutes a unique and valuable asset of the
Company and each Affiliate acquired at great time and expense, which is secret
and confidential and which will be communicated to the Executive, if at all, in
confidence in the course of his performance of his duties hereunder, and that
any

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disclosure or other use of the Proprietary Information other than for the sole
benefit of the Company or the Affiliates would be wrongful and could cause
irreparable harm to the Company or its Affiliates, as the case may be.

                  Notwithstanding the foregoing, the parties agree that, at all
such times, the Executive is free to use (i) information in the public domain
not as a result of a breach of this Agreement, and (ii) information lawfully
received from a third party who had the right to disclose such information.

         8. Disclosure and Ownership of Inventions.

                  (a) During the term of employment until the Termination Date,
the Executive agrees that he will promptly disclose to the Company, or any
persons designated by the Company, all intellectual property rights, including
but not limited to, improvements, inventions, designs, ideas, works of
authorship, copyrightable works, discoveries, patents, trademarks, copyrights,
trade secrets, formulas, processes, structures, product concepts, marketing
plans, strategies, customer lists, information about the Company's or the
Affiliates' employees and/or consultants (including, without limitation, job
performance of such employees and/or consultants), techniques, blueprints,
sketches, records, notes, devices, drawings, know-how, data, whether or not
patentable, patent applications, continuation applications, continuation-in-part
applications, file wrapper continuation applications and divisional applications
(collectively hereinafter referred to as the "Inventions"), made or conceived or
reduced to practice or learned by him, either alone or jointly with others,
during the Term.

                  (b) The Executive agrees that all Inventions shall be the sole
property of the Company to the maximum extent permitted by applicable law and to
the extent permitted by law shall be "works made for hire" as that term is
defined in the United States Copyright Act (17 USCA, Section 101). The Company
shall be the sole owner of all intellectual property rights, including but not
limited to, patents, copyrights, trade secret rights, and other rights in
connection therewith. The Executive hereby assigns to the Company all right,
title and interest he may have or acquire in all Inventions. The Executive
further agrees to assist the Company in every proper way (but at the Company's
expense) to obtain and from time to time enforce patents, copyrights or other
rights on said Inventions in any and all countries.

         9. Termination. The Executive's employment hereunder may be terminated
without any breach of this Agreement only under the following circumstances:

                  (a) Death. The Executive's employment hereunder shall
terminate upon his death.

                  (b) Disability. If, as a result of the Executive's incapacity
due to physical or mental illness, that the Executive shall have been absent
from his duties hereunder on a full time basis for 180 consecutive calendar
days, and within thirty (30) days after written notice of termination is given
(which may occur before or after the end of such 180 day period) shall not have
returned to the performance of his duties hereunder on a full time basis, the
Company may terminate the Executive's employment hereunder.

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                  (c) Cause. The Company may terminate the Executive's
employment hereunder for Cause. For purposes of this Agreement, the Company
shall have "Cause" to terminate the Executive's employment hereunder upon (A)
the willful and continued failure by the Executive to substantially perform his
duties hereunder (other than any such failure resulting from the Executive's
incapacity due to physical or mental illness) after demand for substantial
performance is delivered by the Board of Directors of the Company specifically
identifying the manner in which the Board of Directors believes the Executive
has not substantially performed his duties, or (B) the willful engaging by the
Executive in misconduct which is materially injurious to the business or
financial condition of the Company, monetarily or otherwise, or (C) the willful
violation by the Executive of the provisions of Sections 6, 7 and 8 hereof
provided that such violation results in material injury to the Company. For
purposes of this paragraph, no act, or failure to act, on the Executive's part
shall be considered "willful" unless done, or omitted to be done, by him not in
good faith and without reasonable belief that his action or omission was in the
best interest of the Company. Notwithstanding the foregoing, the Executive shall
not be deemed to have been terminated for "Cause" unless and until there shall
have been delivered to the Executive a copy of a resolution, duly adopted by the
affirmative vote of not less than a majority of the Members of the Board,
excluding the Executive, finding that in the good faith opinion of the Board,
the Executive was guilty of conduct set forth above in clause (A), (B), or (C)
of the preceding sentence, and specifying the particulars thereof in detail.

                  (d) Termination by the Executive. The Executive may terminate
his employment hereunder for Good Reason. For purposes of this Agreement "Good
Reason" shall mean (A) a change in control of the Company (as defined below),
(B) any assignment to the Executive of any duties other than those contemplated
by, or any limitation of the powers of the Executive in any respect not
contemplated by, Section 2 hereof, (C) any removal of the Executive from or any
failure to re-elect the Executive to any of the positions indicated in Section 2
hereof, except in connection with termination of the Executive's employment for
Cause or Disability, (D)a reduction in the Executive's base salary as it may
have been increased from time to time, or any other failure by the Company to
comply with Section 3 hereof, or (E) failure of the Company to obtain the
assumption of the agreement to perform this Agreement by any successor as
contemplated in Section 11 hereof.

                  For purposes of this Agreement, a "change in control of the
Company" shall mean a change in control of a nature that would be required to be
reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act");
provided that, without limitation, such a change in control shall be deemed to
have occurred if (Y) any "person" (as such term is used in Section 13(d) and
14(d) of the Exchange Act), other than the Company or any "person" who on the
date hereof is a director or officer of the Company, is or becomes the
"beneficial owner" (as defined in Rule 13d- 3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 25% or more of the
combined voting power of the Company's then outstanding securities, or (Z)
during any period of two consecutive years during the term of this Agreement,
individuals who at the beginning of such period constitute the Board 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

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such period has been approved in advance by directors representing at least
two-thirds of the directors then in office who were directors at the beginning
of the period.

                  (e) Notice of Termination. Any termination of the Executive's
employment by the Board of Directors of the Company or by the Executive (other
than termination pursuant to subsection (a) above) shall be communicated by
written Notice of Termination to the other party hereto. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated.

                  (f) Date of Termination. "Date of Termination" shall mean (i)
if the Executive's employment is terminated by his death, the date of his death,
(ii) if the Executive's employment is terminated pursuant to subsection (b)
above, thirty (30) days after Notice of Termination is given (provided that the
Executive shall not have returned to the performance of his duties on a
full-time basis during such thirty (30) day period), (iii) if the Executive's
employment is terminated pursuant to subsection (c) above, the date specified in
the Notice of Termination, and (iv) if the Executive's employment is terminated
for any other reason, the date on which a Notice of Termination is given;
provided that if within thirty (30) after any Notice of Termination is given the
party receiving such Notice of Termination notifies the other party that a
dispute exists concerning the termination, the Date of Termination shall be the
date on which the dispute is finally determined, either by mutual written
agreement of the parties, by a binding and final arbitration award or by a final
judgment order or decree of a court of competent jurisdiction (the time for
appeal therefrom having expired and no appeal having been perfected).

         10. Compensation Upon Termination or During Disability.

                  (a) If the Executive's employment shall be terminated by
reason of his death, the Company shall pay to such Person as he shall designate
in a notice filed with the Company, or, if no such person shall be designated,
to his estate as a lump sum death benefit, his full Base Salary to the date of
his death in addition to any payments the Executive's spouse, beneficiaries or
estate may be entitled to receive pursuant to any pension or employee benefit
plan or life insurance policy presently maintained by the Company, and such
payments shall fully discharge the Company's obligations hereunder.

                  (b) During any period that the Executive fails to perform his
duties hereunder as a result of incapacity due to physical or mental illness
(such condition having been confirmed by a qualified doctor in a written
statement to the Company and that at the Company's request and expense the
Executive shall submit to an examination by a doctor selected by the Company and
such doctor shall have concurred in the conclusion of the Executive's doctor),
the Executive shall continue to receive his full Base Salary and bonus payments
until the Executive's employment is terminated pursuant to Section 9(b) hereof,
or until the Executive terminates his employment pursuant to Section 9(d)
hereof, whichever first occurs. After termination, the Executive shall be paid
100% of his Base Salary at the rate in effect at the time Notice of

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Termination is given for one year and thereafter an annual amount equal to 75%
of such Base Salary for the remainder of the Term hereunder less, in each case,
any disability payments otherwise payable by or pursuant to plans provided by
the Company and actually paid to the Executive in substantially equal monthly
installments.

                  (c) If the Executive's employment shall be terminated for
Cause, the Company shall pay the Executive his full Base Salary through the Date
of Termination at the rate in effect at the time Notice of Termination is given
and the Company shall have no further obligations to the Executive under this
Agreement.

                  (d) If (A) in breach of this Agreement, the Company shall
terminate the Executive's employment other than pursuant to Sections 9(b) or
9(c) hereof (it being understood that a purported termination pursuant to
Section 9(b) or 9(c) hereof which is disputed and finally determined not to have
been proper shall be a termination by the Company in breach of this Agreement)
or (B) the Executive shall terminate his employment for Good Reason, then

                           (i) the Company shall pay the Executive his full Base
Salary through the last day of the Term at the rate in effect at the time Notice
of Termination is given and the amount, if any, with respect to any year then
ended, such bonus which would have accrued to the Executive on the basis of the
Company's performance but which has not yet been paid to him;

                           (ii) in addition to salary payments pursuant to
Section 10(d)(i), the Company shall pay as severance pay to the Executive on the
fifth day following the Date of Termination, a lump sum amount equal to the
annual Base Salary at the highest rate in effect during the twelve (12) months
immediately preceding the Date of Termination; and

                           (iii) the Company shall pay all other damages to
which the Executive may be entitled as a result of the Company's termination of
his employment under this Agreement, including damages for any and all loss of
benefits to the Executive under the Company's employee benefit plans which he
would have received if the Company had not breached this Agreement and had his
employment confirmed for the full term provided in Section 1 hereof, and
including all legal fees and expenses incurred by him in contesting or disputing
any such termination or in seeking to obtain or enforce any right or benefit
provided by this Agreement.

                  (e) Unless the Executive is terminated for Cause, the Company
shall maintain in full force and effect, for the continued benefit of the
Executive to the last day of the Term all employee benefit plans and programs in
which the Executive was entitled to participate immediately prior to the Date of
Termination provided that the Executive's continued participation is possible
under the general terms and provisions of such plans and programs. In the event
that the Executive's participation in any such plan or program is barred, the
Company shall arrange to provide the Executive with benefits substantially
similar to those which the Executive would otherwise have been entitled to
receive under such plans and programs from which his continued participation is
barred.

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                  (f) The Executive shall not be required to mitigate the amount
of any payment provided for in this Section 10 by seeking other employment or
otherwise, nor shall the amount of any payment provided for in this Section 10
be reduced by any compensation earned by the Executive as the result of
employment by another Company after the Date of Termination, or otherwise.

         11. Successors; Binding Agreement.

                  (a) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance satisfactory to the Executive, to expressly assume and agree
to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
Failure of the Company to obtain such agreement prior to the effectiveness of
any such succession shall be a breach of this Agreement and shall entitle the
Executive to compensation from the Company in the same amount and on the same
terms as he would be entitled to hereunder if he terminated his employment for
Good Reason, except that for purposes of implementing the foregoing, the date on
which any such succession becomes effective shall be deemed the Date of
Termination. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which executes and delivers the agreement provided for in this Section
11 or which otherwise becomes bound by all the terms and provisions of this
Agreement by operation of law.

                  (b) This Agreement and all rights of the Executive hereunder
shall inure to the benefit of and be enforceable by the Executive's personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If the Executive should die while any
amounts would still be payable to him hereunder if he had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the Executive's devisee, legatee, or other
designee or, if there be no such designee, to the Executive's estate.

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         12. Notice. For purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed as
follows: If to the Executive:

         Dr. Ramendra P. Singh

         ---------------------

         ---------------------

If to the Company:
         Dynacs Inc.
         35111 U.S. Highway 19 North
         Suite 300
         Palm Harbor, FL 34684
         Attention:  Corporate Secretary

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

         13. Severability of Provisions. If any provision of this Agreement
shall be declared by a court of competent jurisdiction to be invalid, illegal or
incapable of being enforced in whole or in part, the remaining conditions and
provisions or portions thereof shall nevertheless remain in full force and
effect and enforceable to the extent they are valid, legal and enforceable, and
no provision shall be deemed dependent upon any other covenant or provision
unless so expressed herein.

         14. Entire Agreement; Modification. This Agreement contains the entire
agreement of the parties relating to the subject matter hereof, and the parties
hereto have made no agreements, representations or warranties relating to the
subject matter of this Agreement which are not set forth herein. No modification
of this Agreement shall be valid unless made in writing and signed by the
parties hereto.

         15. Non-Waiver. The failure of any party to insist upon the strict
performance of any of the terms, conditions and provisions of this Agreement
shall not be construed as a waiver or relinquishment of future compliance
therewith, and said terms, conditions and provisions shall remain in full force
and effect. No waiver of any term or condition of this Agreement on the part of
either party shall be effective for any purpose whatsoever unless such waiver is
in writing and signed by such party.

         16. Remedies for Breach. The Executive understands and agrees that any
breach of Sections 5, 6, 7 or 8 of this Agreement by the Executive would result
in irreparable damage to the Company and to the Affiliates, and that monetary
damages alone would not be adequate and, in the event of such breach, the
Company shall have, in addition to any and all remedies at law,

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the right to an injunction, specific performance or other equitable relief
necessary to prevent or redress the violation of the Company's obligations under
such Sections.

         17. Governing Law. This Agreement shall be governed by, and construed
and interpreted in accordance with, the laws of the State of Florida without
regard to such State's principles of conflict of laws. The parties irrevocably
and unconditionally agree that the exclusive place of jurisdiction for any
action, suit or proceeding ("Actions") relating to this Agreement shall be in
the courts of the United States of America sitting in the State of Florida or,
if such courts shall not have jurisdiction over the subject matter thereof, in
the courts of the State of Florida sitting therein, and each such party hereby
irrevocably and unconditionally agrees to submit to the jurisdiction of such
courts for purposes of any such Actions. Each party irrevocably and
unconditionally waives any objection it may have to the venue of any Action
brought in such courts or to the convenience of the forum. Final judgment in any
such Action shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment, a certified or true copy of which shall be conclusive
evidence of the fact and the amount of any indebtedness or liability of any
party therein described.

         18. Headings; Construction. The headings of paragraphs are inserted for
convenience and shall not affect any interpretation of this Agreement. The
parties hereto agree that should an occasion arise in which interpretation of
this Agreement becomes necessary, such construction or interpretation shall not
presume that the terms hereof be more strictly construed against one party by
reason of any rule of construction or authorship.

         19. Counterparts. This Agreement may be executed in counterparts, all
of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the parties
and delivered to the other parties.

         20. Relationship of the Parties. Except as otherwise provided herein,
no party shall have any right, power or authority to create any obligation,
express or implied, on behalf of any other party. Nothing in this Agreement is
intended to create or constitute a joint venture, partnership or revenue sharing
arrangement between the parties hereto or persons referred to herein.

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



                                           By:
                                              --------------------------------
                                               Name:
                                               Title:


                                           -----------------------------------
                                           Ramendra P. Singh

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