EXHIBIT 10.21




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                              EMPLOYMENT AGREEMENT


         This  Employment  Agreement (the  "Agreement") is made and entered into
this 23rd day of November,  2000 (the  "Effective  Date"),  by and between Talon
Global  Solutions,  Inc.,  a Texas  corporation  ("Employer")  and Carla  Rogers
("Employee").

                              W I T N E S S E T H:


         WHEREAS,  Employee  is  experienced  and  qualified  to perform  duties
connected and associated with the business of Employer;

         WHEREAS,  Employer wishes to employ Employee, and Employee wishes to be
employed by Employer,  upon the terms and subject to the conditions  hereinafter
set forth;

         WHEREAS, as a condition of Employee's  employment,  Employer desires to
receive from Employee certain covenants and agreements; and

         WHEREAS, Employer and Employee desire to set forth in writing the terms
and  conditions  of their  agreements  and  undertakings  with  respect to these
agreements and Employee's employment with Employer.

         NOW,  THEREFORE,  IN CONSIDERATION of the herein recited  undertakings,
the  compensation  to be paid by Employer to Employee  and the other  covenants,
agreements and consideration  contained  herein,  the receipt and sufficiency of
which are  hereby  acknowledged  and  confessed,  the  parties  hereto  agree as
follows:

         1.  Employment.  Employer  hereby  employs  Employee  as an employee of
Employer upon the terms and subject to the conditions hereinafter set forth.

         2.  Term of  Employment.  Employee's  term  of  employment  under  this
Agreement  shall begin on the effective  date of this  Agreement as  hereinafter
provided and shall,  subject to early  termination as  hereinafter  set forth in
this Agreement,  continue until it is terminated on the third (3rd)  anniversary
date of the Effective  Date of this Agreement  (the "Initial  Term");  provided,
however,  that the term of  employment of Employee  under this  Agreement may be
extended for an  additional  period of one (1) year after the  expiration of the
Initial Term (the "Additional Term") by written agreement of the parties.

         3. Employee  Warranties.  Employee  represents and warrants to Employer
that  Employee  (a) has the legal power and right to enter into this  Agreement,
and that upon  execution and delivery of this Agreement by Employee to Employer,
this  Agreement  will  constitute the legal,  valid,  and binding  obligation of
Employee, fully enforceable in accordance with its terms and provisions;  (b) is
free to  enter  into  the  terms  of this  Agreement  and he has no  obligations
inconsistent  herewith;  and (c) agrees to devote her best efforts to Employer's
business  interests to the  exclusion of any  affiliation  in  competition  with
Employer  or  that  might  otherwise  utilize   Employer's   know-how  or  other
confidential information.

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         4. Duties of  Employee.  For the term  provided in  Paragraph 2 of this
Agreement  (subject to earlier  termination as hereinafter  provided),  Employee
shall be employed as Marketing  Director of Employer.  Employee  shall have such
other  duties  and  responsibilities  as may from  time to time be  assigned  to
Employee by the President of Employer. Employee shall report to the President of
Employer.

         5. Place of Employment. The duties to be performed by Employee shall be
performed primarily at the Company's office located in Dallas, Texas, as well as
at the such other temporary locations as the President of Employer may from time
to time determine or require for the performance of her duties as an employee of
Employer.

         6. Time  Requirements.  Employee shall devote  substantially all of her
productive  time,  ability and attention to the business of Employer  during the
term of this Agreement. Employee shall not, directly or indirectly,  without the
prior  consent of  Employer,  render any services of a business,  commercial  or
professional  nature to any other  organization  or legal  entity,  whether  for
compensation  or  otherwise,  during the term of this  Agreement  as provided in
Paragraph  2 hereof,  except  to the  extent  such  services  do not  materially
interfere with the duties of Employee pursuant to this Agreement.

         7. Conduct  Requirements.  Employee shall, at all times during the term
of this Agreement,  conduct himself in such a manner as to reflect positive upon
Employer's  corporate image and shall not do or perform any acts in her capacity
as an employee of Employer  and/or in her personal  and/or social life and/or in
her financial  affairs which are or may, in the reasonable  business judgment of
the Board of  Directors,  be considered  illegal or dishonest,  and/or may cause
Employee and/or Employer to suffer loss of business reputation.

         8. Compensation;  Benefits.  Effective as of the Effective Date of this
Agreement,  Employer shall pay or provide to Employee during the Initial Term of
this  Agreement  and any  extension  hereof  (unless  this  Agreement is earlier
terminated  as  hereinafter  provided  in  Paragraph  10 hereof)  the  following
compensation   and  benefits  set  forth  in   subparagraphs   (a)  through  (c)
(collectively  the  "Benefits"),  subject to deductions,  offsets and credits as
elsewhere set forth in this Paragraph 8:

                  (a) Compensation.

                           (i) Salary.  Employee  shall receive an annual salary
                  of $45,000.00 ("Base Salary"), subject to mandatory deductions
                  and  withholdings  as required by law.  Employee's Base Salary
                  may be  increased  at any time at the sole  discretion  of the
                  Board of Directors of Employer.

                           (ii)  Bonus.  Employee  may be eligible to receive an
                  annual bonus based on  Employer's  annual  performance,  which
                  bonus may be in the form of (a) options to purchase  shares of
                  the Company's  common stock annually under terms as determined
                  by the  Board of  Directors  of  Employer,  and (b) cash in an
                  amount  not to exceed  15% of  Employee's  Base  Salary as set
                  forth  in  Section  (a)(i)  of  this  Paragraph,   subject  to
                  mandatory deductions and withholdings as required by law. Such
                  bonus,  if any,  shall be payable at such time as the Board of
                  Directors  of  Employer,   in  its  sole   discretion,   shall
                  determine.  Any options or warrants granted to the Employee by
                  the Board of Directors  of Employer  shall be under such terms
                  and  conditions as solely  determined  by Employer's  Board of
                  Directors.

EMPLOYMENT AGREEMENT-Carla Rogers

                                       2

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                           (iii)   Commissions.   Employee   shall   be  paid  a
                  commission in accordance  with a commission plan to be drafted
                  by  the  Employer's  designee  and  adopted  by the  Board  of
                  Directors at a later date.

                  (b) Employee Benefits.

                           (i)  Medical  Benefits.  Employer  agrees to  include
                  Employee, her spouse and her dependents,  if applicable,  with
                  no delay in  coverage,  in any  hospital,  surgical,  medical,
                  disability  and  dental  plan or  plans  of  Employer  for its
                  employees  generally from time to time during the term of this
                  Agreement,  provided  Employee,  her spouse and her dependents
                  are eligible,  in accordance  with the terms and conditions of
                  such plan or plans, to be covered by such plan or plans.  Such
                  medical benefits shall be paid by Employer under a Section 125
                  benefit   plan   and   Employer   will   increase   Employee's
                  compensation to cover the cost of such benefits.

                           (ii) Other Benefit Plans. Employee may be eligible to
                  be  included  in  any  profit   sharing,   pension,   deferred
                  compensation  or other  benefit  plans of Employer,  including
                  group  term  life  insurance,  for all or any  portion  of its
                  employees,  including  its key  employees,  from  time to time
                  during the term of this Agreement.  The costs of participating
                  in any of such  benefit  plans  shall be borne as  provided in
                  rules and regulations adopted by Employer, if applicable, from
                  time to time dealing with any of such plans.  It is agreed and
                  understood  that there shall be no  obligation  on the part of
                  Employer to provide for the  participation  of Employee in, or
                  to  institute,   any  such  plan  or  plans  or  to  make  any
                  contribution or contributions thereunder.

                           (iii) Vacation,  Personal Days and Holidays. Employee
                  shall  be  entitled  to paid  vacation  and  personal  days as
                  follows:  Employee shall be entitled to two (2) weeks vacation
                  (after five (5) years of employment  with Employer,  three (3)
                  weeks),   which   vacation  shall  be  taken  by  Employee  at
                  reasonable  times and on or  before  each  anniversary  of the
                  Effective Date of this Agreement.  On each  anniversary of the
                  Effective  Date,  Employee shall have the right to elect to be
                  paid for any unused  vacation day (but not  personal  days) at
                  the then  current  salary of  Employee.  Unused  vacation  and
                  personal  days  may be  carried  over if not  taken  prior  to
                  December 1st. In addition,  Employee shall be entitled to such
                  holidays  as  Employer  elects to  provide  for its  employees
                  generally.

                  (c) Other Benefits. Employee may be eligible to participate in
         any stock option plan, incentive  compensation plan or bonus plan which
         may be provided by Employer or by any  affiliate of Employer to its key
         employees,  the actual participants  therein,  including Employee,  and
         benefits  granted  thereunder,  if any, to be at the sole discretion of
         Employer  or its  affiliates.  Such  plans are  subject  to any  rights
         reserved by Employer or its  affiliates to modify or terminate any such
         plans.

EMPLOYMENT AGREEMENT-Carla Rogers

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         9.  Business  Expenses;  Reimbursement.  Employee  shall be entitled to
receive  reimbursement  for, or payment  directly by Employer of, all reasonable
expenses  incurred  by  Employee  in the  performance  of her duties  under this
Agreement,  provided that (i) Employee  accounts therefor in writing pursuant to
Section 274 of the Internal Revenue Code of 1986, as amended (the "Code"),  (ii)
such expenses are ordinary and necessary  business  expenses of Employer  within
the  meaning  of  Section  162 of the Code,  and (iii)  Employer  approves  such
expenses in advance prior to being incurred by Employee if such expenses  should
exceed  $2,500.00.  Reimbursement  payments for such business  expenses shall be
paid to the Employee  within 30 days from the date of submission of invoices and
receipts.

         10.  Termination.  This Agreement shall terminate earlier than provided
in Paragraph 2 hereof upon the first to occur of any of the following:

                  (a) Death or  Disability.  In the event  Employee shall die or
         become  disabled  during the term of this  Agreement,  then and in such
         event,  this Agreement shall  automatically  terminate as of such date.
         Employer shall pay to Employee or Employee's legal  representatives all
         Benefits as described in Section 8 of this Agreement,  if any, then due
         and owing to Employee  figured pro rata up to and including the date of
         death or disability.

                  As used in this Agreement,  the term  "disability"  shall have
         the  meaning  given  such term in any  disability  insurance  policy or
         policies  covering  Employee if any such policy or policies is in force
         at the time a  determination  of  disability  is to be made. If no such
         policy is in force at such time,  the term  "disability"  or "disabled"
         shall mean the  physical or mental  incapacity  of  Employee  which has
         prevented or will prevent such Employee from  substantially  performing
         the usual duties of her  employment  with Employer for a  substantially
         continuous period of at least  one-hundred  twenty (120) days. If there
         is any dispute as to whether  Employee is disabled  (whether or not any
         disability policy is in force), Employee and Employer shall each select
         a medical  doctor duly  licensed in the state of  Employee's  permanent
         residence  within fifteen (15) days of the date the issue of disability
         first  arises.  The two doctors so selected  shall then within  fifteen
         (15) days  thereafter  mutually  agree on a third  medical  doctor duly
         licensed in such state. The three doctors so selected shall then within
         thirty (30) days following the selection of a third medical doctor make
         a determination as to whether Employee is disabled. The decision of the
         three  medical  doctors so selected  shall be conclusive on all parties
         concerned.  The  cost and  expense  of the  three  medical  doctors  so
         selected shall be borne by Employer.

                  (b) Termination  for Cause.  This Agreement may be terminated,
         and Employee discharged, prior-to the expiration of the Initial Term or
         Additional Term, if applicable, for the reasons set forth below:

                           (i)  upon  the  filing  of a  petition  in a court of
                  bankruptcy by Employer.

EMPLOYMENT AGREEMENT-Carla Rogers

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                  This  Agreement  shall  also  terminate   immediately  on  the
         occurrence of any one of the following events:

                           (ii) Willful or gross  negligent  failure by Employee
                  to  perform  her  duties in a manner  which is not in the best
                  interest  of  the  Company,  as  determined  by the  Board  of
                  Directors;

                           (iii)  Employee  willfully  and in bad faith fails to
                  follow  any  requirement,  order or  mandate  of the  Board of
                  Directors of Employer;

                           (iv)  Employee  engages  in  any  activity  involving
                  fraud, dishonesty,  moral turpitude,  addiction or dereliction
                  of duty; or

                           (v)  subject to the  provisions  of  Paragraph  10(a)
                  above, an incapacity for any reason on the part of Employee to
                  perform  her duties  for a  continuous  period of  one-hundred
                  twenty (120) days, unless waived by Employer.

                  In the event of  termination  of this  Agreement  prior to the
         completion of the Initial Term of employment  specified herein, for any
         reasons set forth above,  Employee shall be entitled to the Benefits as
         described  in  Section  8 of  this  Agreement.  If  this  Agreement  is
         terminated by reason of Section  10(b)(ii),  (iii), (iv) or (v), during
         the  Initial  Term,  Employee  shall be entitled to her Base Salary and
         commissions earned prior to the date of termination,  computed on a pro
         rata monthly  basis of the Base Salary  earned up to and  including the
         date of termination,  and including all commissions earned but not paid
         as of the date of termination. Employee shall be entitled to no further
         Benefits  or  compensation  and  will be  relieved  of all  duties  and
         obligations  under  this  Agreement  as of  the  date  of  termination.
         Notwithstanding  anything  provided  herein,  Employee  understands and
         agrees that Employee's obligations and agreements set forth in Sections
         12 and 13 shall survive the terminations of this Agreement.

                           (c)  Termination  Without  Cause.  This Agreement and
                  Employee's   employment  by  Employer  may  be  terminated  by
                  Employer without cause; provided,  however, Employer shall pay
                  Employee accrued but unpaid Benefits as described in Section 8
                  of this Agreement up to the termination date.  Notwithstanding
                  the  foregoing,  Employer  shall have no obligation to pay the
                  accrued Benefits if Employee  violates,  breaches or otherwise
                  fails to  comply  with  each and  every  one of the  terms and
                  provisions  of  the  Non-Compete  Agreement  as set  forth  in
                  Section 12 hereof. Employee shall have no obligation to comply
                  with the terms and  conditions  of the  Non-Compete  Agreement
                  herein,  unless  Employer  shall  agree  to pay  Employee  the
                  Benefits due Employee under this Section  10(c).  Employer may
                  at its  option  terminate  this  Agreement  by giving  written
                  notice of  termination  to Employee  without  prejudice to any
                  other remedy to which Employer may be entitled, either at law,
                  in equity, or under this Agreement:

                           (d)  Early  Termination  by  Employee.   If  Employee
                  resigns or otherwise  voluntarily  terminates  her  employment
                  with Employer  prior to the expiration of the term provided in
                  Paragraph 2 hereof,  Employee  shall  forfeit and shall not be
                  entitled  to receive any  Benefits  from  Employer  whatsoever
                  except any Base Salary,  bonus and commissions actually earned
                  by her prior to the date of  termination  as  provided  for in
                  this Agreement. If Employee terminates her employment pursuant
                  to this Section 10(d) during the Initial Term,  Employee shall
                  be  entitled to her Base  Salary  earned  prior to the date of
                  termination,  computed on a pro rata monthly basis of the Base
                  Salary  up to and  including  the  date  of  termination.  Any
                  termination  pursuant to this Paragraph  10(d) shall not limit
                  any right or remedy that Employer may have against Employee.

EMPLOYMENT AGREEMENT-Carla Rogers

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         11.  Status of  Agreement.  The  Benefits or  payments  made under this
Agreement  shall be  independent  of and in  addition  to those  under any other
agreement  which  may be in  effect  between  the  parties  hereto  or any other
compensation  payable to Employee  or her  designees  or estate by Employer  and
unless specifically referred to herein or unless otherwise provided by agreement
or law,  nothing  contained  herein shall be deemed to exclude Employee from any
pension, profit-sharing,  insurance or other benefits to which she may otherwise
be or might become entitled as an employee of Employer.

         12. Non-Compete Agreement.

                  (a)  Employee  acknowledges  that  the  services  rendered  to
         Employer  by  Employee  have been and will  continue to be of a special
         character which have a unique value to Employer and Employee has had or
         will  have  access  to  trade  secrets  and  confidential   information
         belonging  to  Employer,   the  loss  of  which  cannot  adequately  be
         compensated by damages in an action of law. Employee  acknowledges that
         Employer's  customers and the suppliers  are not generally  known,  and
         that the  documents and  information  regarding  Employer's  customers,
         suppliers,  services,  methods of operation,  sales, pricing, and costs
         are highly confidential and constitute trade secrets.

                  In  consideration  of the  disclosure of such trade secrets to
         Employee,   Employee  agrees  that,   during  the  term  of  Employee's
         employment  with  Employer  and (a) for a period of one (1) year  (with
         regard to  multi-level  marketing) and a period of five (5) years (with
         regard to oil and gas software) following the termination of Employee's
         employment  with  Employer  if  Employee  voluntarily   terminates  her
         employment  or is  terminated  for cause  under  Section  10(b)(ii)-(v)
         herein or (b) for a period of one (1) year (with regard to  multi-level
         marketing)  and a period of five (5) years (with  regard to oil and gas
         software)  following  the  termination  of Employee's  employment  with
         Employer if Employee is terminated without cause,  Employee,  except as
         otherwise agreed upon in writing:

                           (i) will not,  directly or indirectly,  own,  manage,
                  operate,  control,  be employed by,  perform  services for, be
                  connected with ownership, management, operation, or control of
                  any business in the multi-level marketing software industry or
                  in the oil and gas  software  industry,  respectively,  in any
                  city within the United States;

                           (ii) will not,  either on her own  account or for any
                  person,  firm,  partnership,   corporation  or  other  entity,
                  solicit,  interfere with, or endeavor to cause any employee of
                  Employer to leave her or her employment,  or induce or attempt
                  to induce any such  employee  to breach her or her  employment
                  agreement with Employer;

EMPLOYMENT AGREEMENT-Carla Rogers

                                       6

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                           (iii) shall not solicit,  induce or attempt to induce
                  any past or  current  customer  of  Employer  to  cease  doing
                  business in whole or in part with or through  Employer,  or to
                  do  business  with  any  other  person,   firm,   partnership,
                  corporation or other entity.

                  Notwithstanding  the  foregoing,  Employee  may,  as a passive
         investor,  without violating the provisions  hereof,  own not more than
         10% of the  issued and  outstanding  stock of a  publicly-held  company
         which  is  engaged  in the  business  of  Employer.  Additionally,  the
         non-compete  restriction set forth in Section  12(a)(i) above shall not
         apply if Employee is terminated under Section 10(b)(v) herein.

         13. Confidential Information.

                  (a) Employee  recognizes  that Employer's  business  interests
         require a confidential  relationship  between Employer and Employee and
         the  fullest  practical   protection  and  confidential   treatment  of
         Employer's  financial data,  writings,  computer  software,  sources of
         supply, know-how, plans and programs, and other knowledge of Employer's
         business,  including  but not limited to the identity of its  customers
         and suppliers,  its arrangements  with such suppliers and customers and
         technical data relating to its business, products, and services (all of
         which is collectively  referred to as the "Confidential  Information"),
         which may in whole or in part be conceived or learned of by Employee in
         the course of Employee's employment with Employer.

                  (b)  Employee  agrees to keep secret and to keep  confidential
         all   of   Employer's   Confidential   Information,   whether   or  not
         copyrightable  or patentable,  both during and after the termination of
         Employee's  employment with Employer.  Employee  further  covenants and
         agrees  not to use  or  aid  others  in  learning  of or  using  any of
         Employer's Confidential  Information except in the faithful performance
         of  Employee's  duties for  Employer.  In this regard,  during the term
         hereof  and for a period of one (1) year  (with  regard to  multi-level
         marketing)  and a period of five (5) years (with  regard to oil and gas
         software)  following the  termination of this Agreement for any reason,
         Employee  covenants  and agrees that,  except  insofar as authorized by
         Employer as a  necessary  disclosure  to persons  having a need to know
         consistent  with the  working  relationship  within  Employer  and with
         Employer's customers:

                           (i) Employee will not directly or indirectly disclose
                  Confidential Information to others either within or outside of
                  Employer;

                           (ii) Employee will not use  Confidential  Information
                  for her own  account and will not aid or abet others in use of
                  it for either their account or her account or benefit;

                           (iii) Employee will not make or disclose documents or
                  copies of documents  containing  disclosures  of  Confidential
                  Information; and

EMPLOYMENT AGREEMENT-Carla Rogers

                                       7

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                           (iv) As to documents  which are delivered to Employee
                  or  which  are  made  as  a  necessary  part  of  the  working
                  relationships  and duties within  Employer and with Employer's
                  customers   and   suppliers,    Employee   will   treat   them
                  confidentially and will mark them as proprietary  confidential
                  documents  not to be  reproduced  or used without  appropriate
                  authority of Employer.

                  (c) In the event of a breach or threatened  breach by Employee
         of the provisions of this Paragraph 13,  Employer shall, in addition to
         any other available remedies, be entitled to an injunction  restraining
         Employee from disclosing,  in whole or in part, any such information or
         from rendering any services to any person to whom any such  information
         may have been disclosed or is threatened to be disclosed.

                  (d) The covenants and agreements of Employee set forth in this
         Paragraph 13 are in addition to, and not in lieu of, similar provisions
         contained in Paragraph 12 hereof.

         14. Continuing  Effect.  The provisions of Paragraphs 12 and 13 of this
Agreement  shall  continue to be binding upon  Employee in  accordance  with the
terms therein contained,  notwithstanding  termination of Employee's  employment
hereunder for any reason whatsoever.

         15. Corporate  Opportunities  and Property Rights of Parties.  Employee
agrees that she will  promptly  and fully  inform and  disclose to Employer  all
business  opportunities  to which Employee becomes aware related to any business
venture  being  undertaken  by Employer,  a subsidiary of Employer or any entity
affiliated with Employer,  during the term of this Agreement and any renewals of
this Agreement,  which relates to the multi-level  marketing  software business,
whether  conceived by Employee alone or with others and whether or not conceived
during regular  working hours.  Employer  hereby  acknowledges  and agrees that,
notwithstanding the provisions of Paragraph 12 above,  Employee shall be allowed
to  periodically   participate  in  a  reasonable  number  of  outside  business
activities  that relate to the  multi-level  marketing  software  industry,  the
reasonableness  of such  participation  shall  be  determined  by the  Board  of
Directors, in their sole discretion.

         16. Inventions, Discoveries and Improvements.

                  (a)  Employee  shall  disclose  promptly  to  Employer  or its
         nominee any and all inventions,  software  technology,  discoveries and
         improvements to any existing multi-level  marketing software technology
         of  Employer  conceived  or made by  Employee  during the period of her
         employment  and related to the business or  activities  of Employer and
         agrees  to  assign  all of her  interest  therein  to  Employer  or its
         nominee,  whenever requested to do so by Employer and shall execute any
         and all  applications,  assignments or other instruments which Employer
         shall  deem  necessary  to apply for and obtain  Letters  Patent of the
         United States or any foreign country or to protect otherwise Employer's
         interest   therein.   These   obligations  shall  continue  beyond  the
         termination of employment with respect to said inventions,  discoveries
         and  improvements  conceived  or made by Employee  during the period of
         employment  and shall be binding upon  Employee's  assigns,  executors,
         administrators and other legal representatives.

EMPLOYMENT AGREEMENT-Carla Rogers

                                       8

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                  (b)  Upon  termination  of  said  employment,  Employee  shall
         disclose  promptly to  Employer or its nominee any and all  inventions,
         software  technology,   discoveries  and  improvements  to  multi-level
         marketing software technology of Employer conceived or made by Employee
         during  the  period of her  employment  and shall  promptly  deliver to
         Employer all drawings, blueprints,  manuals, letters, notes, notebooks,
         reports,  and all other  materials of a secret or  confidential  nature
         relating to  Employer's  business  and which are in the  possession  or
         under the control of Employee.

         17. Miscellaneous Provisions.

                  (a) Notice. All notices, demands, changes of address, requests
         or other communications that may be or are required to be given, served
         or sent by any  party to any other  party  pursuant  to this  Agreement
         shall be in writing and shall be mailed by  first-class,  registered or
         certified  mail,  return  receipt   requested,   postage  prepaid,   or
         transmitted by hand delivery or telegram, or by overnight courier.

                  (b)  Governing   Law.  THIS   AGREEMENT  AND  THE  RIGHTS  AND
         OBLIGATIONS  OF THE PARTIES  HERETO SHALL BE GOVERNED BY AND  CONSTRUED
         AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS (BUT NOT THE RULES
         GOVERNING CONFLICTS OF LAWS) OF THE STATE OF TEXAS.

                  (c) Captions.  The captions used herein are for administrative
         and convenience purpose only and shall not be construed in interpreting
         this Agreement.

                  (d) Gender.  Whenever the context so requires,  the  masculine
         shall include the feminine and neuter,  and the singular  shall include
         the plural, and conversely.

                  (e) Legal Construction. If any portion of this Agreement shall
         be held invalid or inoperative,  then so far as reasonable and possible
         (i) the  remainder  of this  Agreement  shall be  considered  valid and
         operative,  and (ii) effect shall be given to the intent  manifested by
         the portion  held  invalid or  inoperative  and that  portion  shall be
         modified to the extent necessary to render it enforceable.

                  (f)  Amendments.  This  Agreement  may be amended from time to
         time by an instrument in writing signed by all those who are parties to
         this Agreement at the time of such  amendment,  such  instrument  being
         designated on its face as an "Amendment" to this Agreement.

                  (g) Waiver.  The failure of any party to insist in one or more
         instances  upon the  performance  of any of the terms or  conditions of
         this Agreement shall not be construed as a waiver or  relinquishment of
         any right granted  hereunder or of the future  performance  of any such
         term or  condition,  but the  obligations  of any  party  with  respect
         thereto shall continue in full force and effect.

                  (h)  Counterparts.  This  Agreement may be executed in several
         counterparts,  each of which  shall be deemed an  original,  but all of
         which together shall constitute one instrument.

EMPLOYMENT AGREEMENT-Carla Rogers

                                       9

<PAGE>

                  (i) Remedies.  Each party hereto acknowledges that a remedy at
         law for any breach or  attempted  breach of  Sections 12 and 13 of this
         Agreement will be inadequate, agrees that each other party hereto shall
         be entitled to specific  performance and injunctive and other equitable
         relief  in case of any such  breach or  attempted  breach  and  further
         agrees to waive any  requirement for securing or posting of any bond in
         connection  with  obtaining  any such  injunctive  or  other  equitable
         relief.  Such remedy shall be cumulative and not exclusive and shall be
         in addition to any other  rights or remedies any party may have against
         the other.

                  (j)  Attorneys'  Fees.  If any  action  at  law or in  equity,
         including any action for injunctive or declaratory  relief,  is brought
         to enforce or interpret any of the  provisions of this  Agreement,  the
         prevailing  party shall be entitled  to recover  reasonable  attorneys'
         fees and expenses from the other party,  which fees and expenses may be
         set by the court in the trial of such  action or may be  enforced  in a
         separate  action  brought for that  purpose and which fees and expenses
         shall be in addition to any other relief which may be awarded.

                  (k) Prior  Agreements.  This  Agreement  contains  the  entire
         agreement  between the parties  hereto and supersedes any and all prior
         agreements,  whether written or oral,  between the parties with respect
         to  the  within   subject   matter.   All  other   employment,   salary
         continuation,   bonus,   incentive   compensation   and  other  similar
         agreements  heretofore that may have been entered into between Employer
         and Employee  and in effect as of the date hereof are hereby  cancelled
         and shall be of no further force or effect.

         18. Time of the Essence.  Time shall be of the essence  throughout  the
term of this Agreement.

EMPLOYMENT AGREEMENT-Carla Rogers

                                       10

<PAGE>

EXECUTED and EFFECTIVE as of the date first set forth herein.


                                    EMPLOYER:

                                    Talon Global Solutions, Inc.

                                    By:   /s/ Robert C. Shreve, Jr.
                                       ----------------------------------------
                                          Robert C. Shreve, Jr., President

                                    Address:  5728 LBJ Freeway, Suite 270
                                              Dallas, Texas 75240




                                    EMPLOYEE:

                                          /s/ Carla Rogers
                                    ---------------------------------------
                                    Carla Rogers

                                    Address:  5728 LBJ Freeway, Suite 270
                                              Dallas, Texas 75240


EMPLOYMENT AGREEMENT-Carla Rogers

                                       11