EXHIBIT 10.4.4
                                                                  --------------

April 1, 2003                    Doblique, Inc.




                            EMPLOYMENT AGREEMENT WITH

                                 RIMA GOLDSHMIDT

This Employment  Agreement  ("Agreement")  is entered into as of this 1st day of
April,  2003 (the  "Effective  Date"),  by and between Ms. Rima  Goldshmidt (the
"Executive")  and Doblique,  Inc., a Nevada  corporation  (the  "Company" or the
"Employer"), or together the Parties.


R E C I T A L S:

Whereas,  the  Company  desires to employ  the  Executive  to  provide  personal
services to the Company,  and also wishes to provide the Executive  with certain
compensation and benefits in return for such services; and

Whereas, the Executive wishes to be employed by the Company and provide personal
services to the Company in return for certain compensation and benefits.

Now, therefore,  in consideration of the mutual promises and covenants contained
herein, it is hereby agreed by and between the Parties hereto as follows:


1. EMPLOYMENT

1.1.  GENERAL.  The Company hereby employs the Executive in the position of Vice
President of Finance at the compensation  rate and benefits set forth in Section
2 hereof  for the  Employment  Term (as  defined  in Section  3.1  hereof).  The
Executive  hereby accepts such  employment,  subject to the terms and conditions
herein contained. In all such capacities,  the Executive shall perform and carry
out such duties and responsibilities as may be assigned to her from time to time
by the chief  executive  officer of the Company  reasonably  consistent with the
Executive's position and this Agreement, and shall report to the chief executive
officer of the Company.  Upon the request of the Company,  the  executive  shall
also serve as a director or officer of  subsidiaries  in positions  commensurate
with her  position  with the Company  without  additional  compensation.  If any
compensation  is paid to the  Executive  by such  subsidiaries,  they shall be a
credit  against  amounts  due  hereunder.  The  Executive  agrees to perform and
discharge such duties well and faithfully,  and to be subject to the supervision
and direction of the chief executive officer of the Company.

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1.2. TIME DEVOTED TO POSITION. The Executive,  during the Employment Term, shall
devote  substantially  all of her  business  time,  attention  and skills to the
business and affairs of the Employer.

1.3.  CERTIFICATIONS.  Whenever  the  Executive  is  required  by  law,  rule or
regulation or requested by any  governmental  authority or by the Company or the
Company's  auditors  to  provide   certifications   with  respect  to  financial
statements or filings with the Securities  and Exchange  Commission or any other
governmental  authority,  the Executive shall sign such certifications as may be
reasonably  requested by such  officers,  with such  exceptions as the Executive
deems necessary to make such certifications accurate and not misleading.


2. COMPENSATION AND BENEFITS

2.1. SALARY.  At all times the Executive is employed  hereunder,  Employer shall
pay to Executive,  and Executive shall accept,  as full compensation for any and
all  services  rendered and to be rendered by her during such period to Employer
in all  capacities,  including,  but not  limited to, all  services  that may be
rendered  by her  to  any of  Employer's  existing  subsidiaries,  entities  and
organizations hereafter formed,  organized or acquired by Employer,  directly or
indirectly  (each, a "Subsidiary" and  collectively,  the  "Subsidiaries"),  the
following:  (i) a base  salary at the  annual  rate of $72,750  USD,  or at such
increased rate as the Company's Compensation  Committee, in its sole discretion,
may hereafter  from time to time grant to Executive,  subject to  adjustments in
accordance with Section 2.2 hereof (as so adjusted, the "Base Salary"); and (ii)
any  additional  bonus and the benefits  set forth in Sections  2.3, 2.4 and 2.5
hereof.  The Base Salary shall be payable in accordance with the regular payroll
practices of Employer  applicable to senior executives,  less such deductions as
shall be required to be withheld by applicable law and regulations or otherwise.

2.2.  ADJUSTMENTS IN BASE SALARY.  On each April 1st during the Employment Term,
the Base Salary shall be increased by five percent (5%).

2.3. BONUS. Subject to Section 3.3 hereof, the Executive shall be entitled to an
annual  bonus during the  Employment  Term in such amount as  determined  by the
Company's  Compensation Committee based on such performance criteria as it deems
appropriate,  including  without  limitation,  the  Executive's  performance and
Employer's  earnings,   financial  condition,  rate  of  return  on  equity  and
compliance with regulatory requirements. The target amount of Executive's annual
bonus  shall be at least ten (10%)  percent  of the Base  Salary  with no cap on
bonus for reaching and exceeding performance targets as set out in the Company's
annual budget. At the discretion of the Company's  Compensation  Committee,  the
Executive shall also be entitled to additional project specific bonuses based on
successfully completing business or commercial opportunities which are accretive
to the Company's financial performance.

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2.4.  STOCK  OPTIONS.  The Executive  shall be entitled to  participate in stock
option and  similar  equity  plans of  Employer.  In  connection  herewith,  the
Executive has been granted options to purchase 100,000 shares of common stock of
the Company on terms and conditions set forth in the Stock Option Agreement with
the Company.  The  Executive  shall be entitled to any  additional  annual stock
option  grants  provided  at  the  discretion  of  the  Company's   Compensation
Committee.

2.5. EXECUTIVE BENEFITS

2.5.1.  EXPENSES.  Employer shall promptly  reimburse the Executive for properly
documented  expenses  that  she may  reasonably  incur  in  connection  with the
performance of her duties  including but not limited to, expenses for such items
as  entertainment,  business  travel (all  international  air travel shall be at
least Business Class), hotel, meals, dues, and any admission fees and initiation
fees required for Company  business.  The Company shall also pay for appropriate
professional dues and memberships, in accordance with Company policy.

2.5.2.  EMPLOYER  PLANS.  Executive  shall be  entitled to  participate  in such
employee  benefit plans and programs as Employer may from time to time generally
offer  or  provide  to  executive  officers  of  Employer  or its  Subsidiaries,
including,  but not  limited to,  participation  in life  insurance,  health and
accident,  medical and dental plans  including any such benefit plans offered by
the Subsidiaries where applicable, and profit sharing and retirement plans.

2.5.3. VACATION.  Executive shall be entitled to four (4) weeks of paid vacation
per calendar  year,  prorated for any partial  year.  Unused  vacation days will
continue to accrue for the benefit of the Executive  and payable on  termination
of employment.

2.5.4.  PERSONAL LEGAL CONSULTING.  Upon presentation of an invoice, the Company
shall  reimburse the  Executive for any legal fees and expenses  incurred in the
negotiation of this  Agreement,  provided that the amount of such  reimbursement
shall not exceed $1,500 USD.

2.5.5. LIFE INSURANCE. Employer shall obtain (PROVIDED, that Executive qualifies
on a non-rated basis) a term life insurance policy,  the premiums of which shall
be borne by  Employer  and the  death  benefits  of which  shall be  payable  to
Executive's  estate,  or as otherwise  directed by the Executive,  in the amount
equal to not less than two times annual Base Salary  throughout  the  Employment
Term.


3. EMPLOYMENT TERM; TERMINATION

3.1.  EMPLOYMENT  TERM. The Executive's  employment  hereunder shall commence on
April 1, 2003 and,  except as  otherwise  provided in Section 3.2 hereof,  shall
continue  until the fourth (4th)  anniversary of the date of this Agreement (the

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"Initial Term").  Thereafter,  this Agreement shall automatically be renewed for
successive  one-year periods  commencing on the fourth (4th)  anniversary of the
date of this Agreement (with the Initial Term and any such subsequent employment
period(s),  being referred to herein as the "Employment Term"), unless Executive
or Employer shall have provided a Notice of  Termination  (as defined in Section
3.4.2 hereof) in respect of its or her election not to renew the Employment Term
to the other  party at least  ninety (90) days prior to such  termination.  Upon
non-renewal of the  Employment  Term pursuant to this Section 3.1 or termination
pursuant to Sections 3.2.1 through 3.2.6 hereof,  inclusive,  Executive shall be
released from any duties hereunder (except as set forth in Section 4 hereof) and
the  obligations  of Employer to Executive  shall be as set forth in Section 3.3
hereof only.

3.2.  EVENTS OF  TERMINATION.  The  Employment  Term  shall  terminate  upon the
occurrence of any one or more of the following events:

3.2.1.  DEATH.  In the event of Executive's  death,  the  Employment  Term shall
terminate on the date of her death.

3.2.2.  WITHOUT CAUSE BY EXECUTIVE.  Executive may terminate the Employment Term
at any time  during  such Term for any reason  whatsoever  by giving a Notice of
Termination to Employer.  The Date of Termination pursuant to this Section 3.2.2
shall be thirty (30) days after the Notice of Termination is given.

3.2.3.  DISABILITY.  In the  event of  Executive's  Disability  (as  hereinafter
defined), Employer may, at its option, terminate the Employment Term by giving a
Notice of Termination to Executive.  The Notice of Termination shall specify the
Date of Termination, which date shall not be earlier than thirty (30) days after
the Notice of Termination is given. For purposes of this Agreement, "Disability"
means the inability of Executive for 180 days in any twelve (12) month period to
substantially  perform her duties  hereunder as a result of a physical or mental
illness,  all  as  determined  in  good  faith  by  the  Company's  Compensation
Committee.

3.2.4.  CAUSE.  Employer may, at its option,  terminate the Employment  Term for
"Cause"  based on  objective  factors  determined  in good  faith  by the  chief
executive  officer  of the  Company as set forth in a Notice of  Termination  to
Executive  specifying  the  reasons  for  termination  and  the  failure  of the
Executive  to cure the same within  thirty (30) days after  Employer  shall have
given the Notice of Termination;  PROVIDED, HOWEVER, that in the event the chief
executive  officer in good faith  determines that the underlying  reasons giving
rise to such  determination  cannot be cured,  then the  thirty  (30) day period
shall not apply and the Employment  Term shall  terminate on the date the Notice
of Termination is given. For purposes of this Agreement,  "Cause" shall mean (i)
Executive's  conviction of, guilty or no contest plea to a felony (ii) an act or
omission by Executive in connection with her employment that constitutes  fraud,

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criminal  misconduct,  breach of fiduciary duty,  dishonesty,  gross negligence,
malfeasance,  wilful  misconduct or other conduct that is materially  harmful or
detrimental to Employer;  (iii) a material breach by Executive of this Agreement
and the failure of the Executive to cure the same within thirty (30) days;  (iv)
continuing failure to perform such proper duties as are assigned to Executive by
in accordance with this Agreement and with law and good business practice, other
than a failure resulting from a Disability.

3.2.5. INTENTIONALLY LEFT BLANK

3.2.6. EMPLOYER'S MATERIAL BREACH.  Executive may, at her option,  terminate the
Employment  Term  upon  Employer's  material  breach of this  Agreement  and the
continuation of such breach for more than ten (10) days after written demand for
cure of such  breach is given to  Employer  by  Executive  (which  demand  shall
identify the manner in which Employer has materially  breached this  Agreement).
Employer's  material  breach of this  Agreement  shall  mean (i) the  failure of
Employer to make any payment that it is required to make  hereunder to Executive
when such payment is due or within two (2) business  days  thereafter;  (ii) the
assignment to Executive,  without Executive's express written consent, of duties
inconsistent with her position,  responsibilities and status with Employer, or a
change in Executive's reporting responsibilities, titles or offices or any plan,
act, scheme or design to constructively  terminate the Executive, or any removal
of Executive  from her position with  Employer,  except in  connection  with the
termination  of the  Employment  Term by Employer  for Cause,  without  Cause or
Disability or as a result of  Executive's  death or voluntary  resignation or by
Executive  other than  pursuant to this  Section  3.2.6;  (iii) a  reduction  by
Employer in Executive's Base Salary.

3.3.  CERTAIN  OBLIGATIONS OF EMPLOYER  FOLLOWING  TERMINATION OF THE EMPLOYMENT
TERM.  Following  termination  of the  Employment  Term under the  circumstances
described below,  Employer shall pay to Executive or her estate, as the case may
be, the  following  compensation  and  provide  the  following  benefits in full
satisfaction  and  final  settlement  of any and all  claims  and  demands  that
Executive  now  has  or  hereafter  may  have  hereunder  against  Employer.  In
connection  with  Executive's  receipt of any or all monies and  benefits  to be
received  pursuant to this Section 3.3,  Executive shall not have a duty to seek
subsequent  employment  during  the period in which she is  receiving  severance
payments and the Severance Amount (as defined in Section 3.3.2 hereof) shall not
be reduced solely as a result of Executive's  subsequent employment by an entity
other than Employer.

3.3.1.  FOR  CAUSE.  In the event  that the  Employment  Term is  terminated  by
Employer for Cause,  Employer shall pay to Executive,  in a single lump-sum,  an
amount  equal  to any  unpaid  but  earned  Base  Salary  through  the  Date  of
Termination.

3.3.2. WITHOUT CAUSE BY EMPLOYER;  MATERIAL BREACH BY EMPLOYER;  ELECTION NOT TO
RENEW BY  EMPLOYER.  In the event  that the  Employment  Term is  terminated  by
Executive  pursuant to Section 3.2.6 hereof or Employer elects not to renew this

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Agreement at any time pursuant to Section 3.1 hereof,  the Company shall pay the
Executive six (6) months of annual Base Salary in effect at that date,  plus any
earned  bonuses that the  Executive may be entitled to. If such  termination  is
effective  at any time after a Change of Control  (as  defined in Section  3.4.1
hereof) of the  Employer,  it shall pay to  Executive,  subject  to  Executive's
continued  compliance with the terms of Section 4 hereof,  any unpaid but earned
Base Salary through the Date of Termination PLUS an amount equal to one (1) time
annual Base Salary in effect at such applicable  time (the "Severance  Amount").
Additionally,  any  bonuses  that  are  due to the  Executive  shall  be paid by
Employer to Executive.  Any payments made in accordance  with this Section 3.3.2
shall be made in a lump sum payment at a convenient  date no later than fourteen
(14) days after the termination date.

3.3.3  WITHOUT CAUSE BY  EXECUTIVE;  ELECTION NOT TO RENEW BY EXECUTIVE.  In the
event that the  Employment  Term is terminated by Executive  pursuant to Section
3.2.2  hereof  or  Executive  elects  not to renew  this  Agreement  at any time
pursuant to Section 3.1 hereof,  Employer  shall pay to  Executive,  in a single
lump-sum,  an amount  equal to any  unpaid but earned  bonuses  and Base  Salary
through the Date of Termination.

3.3.4. DISABILITY. In the event that the Employment Term is terminated by reason
of Executive's  Disability pursuant to Section 3.2.3 hereof,  Employer shall pay
to  Executive,  subject  to, in the case of  Disability,  Executive's  continued
compliance with the terms of Section 4 hereof, the Severance Amount,  payable in
accordance with Section 3.3.2 hereof.

3.3.5.  POST-EMPLOYMENT  TERM  BENEFITS.  In the  event  that the  Executive  is
terminated pursuant to Sections 3.2.1 through 3.2.6 hereof, inclusive, or either
Employer or Executive elects not to renew this Agreement pursuant to Section 3.1
hereof,  Employer shall reimburse  Executive for any unpaid expenses pursuant to
Section 2.5.1 hereof and if Executive is terminated  pursuant to Sections 3.2.3,
3.2.5 or 3.2.6 hereof or Employer elects not to renew this Agreement pursuant to
Section 3.1 hereof,  Employer  shall pay, on behalf of  Executive,  for a period
equal to six (6) months from the Date of Termination  (the  "Benefits  Period"),
subject to Executive's  continued compliance with the terms of Section 4 hereof,
all life insurance,  medical,  dental, health and accident, and disability plans
and programs in which Executive was entitled to participate immediately prior to
the Date of Termination;  PROVIDED,  that Executive's continued participation is
legally  possible  under the  general  terms and  provisions  of such  plans and
programs.  In the  event  that  Executive's  participation  in any such  plan or
program  is  barred,  Employer,  at its sole  cost  and  expense  shall  use its
commercially reasonable efforts to provide Executive with benefits substantially
similar to those that  Executive  was  entitled to receive  under such plans and
programs for the remainder of the Benefits Period.

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3.3.6. STOCK OPTIONS

(a) If,  within  three (3) months  following  a Change of Control (as defined in
Section 3.4.1 hereof) of Employer,  the Employment Term is terminated other than
for Cause,  then  Executive (or her estate) shall have three (3) months from the
date of such event to exercise such stock options; PROVIDED, that the such stock
options shall not have otherwise  expired in accordance  with the terms thereof.
In connection there with, Employer agrees to use commercially reasonable efforts
to amend  Executive's  Stock Option  Agreements if necessary to  effectuate  the
provisions of this Section 3.3.6(a).

(b) In the event the Employment  Term is terminated (i) by Employer  pursuant to
Section 3.2.5 hereof and the reason for such  termination  is not related to the
performance  of Executive  in her duties with  respect to  Employer,  or (ii) by
Executive pursuant to Section 3.2.6 hereof,  then all stock options  theretofore
granted to Executive  shall  thereupon vest and Executive shall have twelve (12)
months from such date to exercise  such  options;  PROVIDED,  that the  relevant
stock  option  plan  remains  in effect and such  stock  options  shall not have
otherwise expired in accordance with the terms thereof. In connection therewith,
Employer  agrees to use  commercially  reasonable  efforts to amend  Executive's
Stock Option  Agreements  if  necessary to  effectuate  the  provisions  of this
Section 3.3.6(b).

3.4. DEFINITIONS

3.4.1.  "CHANGE OF CONTROL" DEFINED. A "Change of Control" of Employer means (i)
the approval by the stockholders of the Company of the sale, lease,  exchange or
other transfer (other than pursuant to internal  reorganization)  by the Company
of all or substantially all of its respective assets to a single purchaser or to
a group of associated  purchasers;  (ii) the first  purchase of shares of equity
securities  of the Company  pursuant to a tender offer or exchange  offer (other
than an offer by the  Company)  for at least fifty  (50%)  percent of the equity
securities of the Company; (iii) the approval by the stockholders of the Company
of an agreement  for a merger or  consolidation  in which the Company  shall not
survive as an  independent,  publicly-owned  corporation;  (iv) the  acquisition
(including by means of a merger) by a single  purchaser or a group of associated
purchasers  of  securities  of the  Company  from the Company or any third party
representing  fifty (50%)  percent or more of the  combined  voting power of the
Company's  then  outstanding  equity  securities  in one or a related  series of
transactions (other than pursuant to an internal reorganization).

3.4.2. "NOTICE OF TERMINATION" DEFINED.  "Notice of Termination" means a written
notice that indicates the specific termination provision relied upon by Employer
or Executive and, except in the case of termination  pursuant to Sections 3.2.1,
3.2.2 or 3.2.5  hereof,  that  sets  forth in  reasonable  detail  the facts and
circumstances  claimed to provide a basis for termination of the Employment Term
under the termination provision so indicated.

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3.4.3. "DATE OF TERMINATION"  DEFINED.  "Date of Termination" means such date as
the Employment  Term is expired if not renewed or terminated in accordance  with
Sections 3.1 or 3.2 hereof.


4. CONFIDENTIALITY AND NONSOLICITATION; PROPERTY RIGHTS

4.1. "CONFIDENTIAL  INFORMATION" DEFINED.  "Confidential  Information" means any
and all information  (oral or written) relating to Employer or any Subsidiary or
any entity controlling,  controlled by, or under common control with Employer or
any Subsidiary or any of their respective activities, including, information not
previously disclosed to the public or to the trade by the Company's  management,
or  otherwise in the public  domain,  with  respect to the  Company's  products,
facilities,  applications  and  methods,  trade  secrets and other  intellectual
property,  systems,  procedures,  manuals,  confidential reports,  product price
lists, customer lists,  technical information,  financial information,  business
plans,  prospects or opportunities,  but shall exclude any information which (i)
is or becomes  available to the public or is generally  known in the industry or
industries in which the Company operates other than as a result of disclosure by
the  Executive  in violation  of her  agreements  under this Section or (ii) the
Executive is required to disclose  under any  applicable  laws,  regulations  or
directives of any government agency,  tribunal or authority having  jurisdiction
in the matter or under subpoena or other process of law. The Executive  confirms
that all  restrictions  in this Section are  reasonable and valid and waives all
defences to the strict enforcement thereof.

4.2. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.  The Executive shall not at any
time  (other  than as may be  required or  appropriate  in  connection  with the
performance  by her of her  duties  hereunder),  directly  or  indirectly,  use,
communicate,  disclose or disseminate any Confidential Information in any manner
whatsoever  (except as may be required  under legal process by subpoena or other
court order).

4.3. CERTAIN ACTIVITIES.  The Executive shall not, while employed by the Company
and for a period of two (2) years following the Date of Termination, directly or
indirectly,  hire, offer to hire, entice away or in any other manner persuade or
attempt to persuade any officer,  employee,  agent,  lessor,  lessee,  licensor,
licensee or supplier of Employer or any of its  Subsidiaries  to  discontinue or
alter her or its relationship with Employer or any of its Subsidiaries.

4.4. NON-COMPETITION. The Executive shall not, while employed by the Company and
for a period of three (3) years  following  the Date of  Termination,  engage or
participate,  directly or indirectly (whether as an officer, director, employee,
partner,  consultant,  shareholder,  lender or otherwise),  in any business that
manufactures,  markets or sells products that directly competes with any product
of the Employer that is significant  to the  Employer's  business based on sales
and/or  profitability of any such product as of the Date of Termination,  unless
the  Employment  Term is terminated by Employer  pursuant to Section 3.3.2 or by
the Executive  pursuant to Section 3.2.6 hereof.  Nothing  herein shall prohibit
Executive  from being a passive  owner of any  publicly-traded  class of capital
stock of any entity directly engaged in a competing business.

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4.5.  PROPERTY  RIGHTS;  ASSIGNMENT OF INVENTIONS.  With respect to information,
inventions  and  discoveries  or any  interest  in any  copyright  and/or  other
property  right  developed,  made or conceived of by Executive,  either alone or
with others,  at any time during her  employment  by Employer and whether or not
within working hours,  arising out of such  employment or pertinent to any field
of business or research in which, during such employment, Employer is engaged or
(if such is known to or  ascertainable  by Executive) is  considering  engaging,
Executive hereby agrees:

(a) that all such information, inventions and discoveries or any interest in any
copyright  and/or other property  right,  whether or not patented or patentable,
shall be and remain the exclusive property of the Employer;

(b) to disclose  promptly to an authorized  representative  of Employer all such
information,  inventions and discoveries or any copyright  and/or other property
right and all information in Executive's  possession as to possible applications
and uses thereof;

(c) not to file  any  patent  application  relating  to any  such  invention  or
discovery  except with the prior  written  consent of an  authorized  officer of
Employer (other than Executive);

(d) that Executive  hereby waives and releases any and all rights  Executive may
have in and to such information,  inventions and discoveries, and hereby assigns
to Executive and/or its nominees all of Executive's right, title and interest in
them,  and all  Executive's  right,  title and  interest in any  patent,  patent
application,  copyright or other property right based thereon.  Executive hereby
irrevocably  designates  and appoints  Employer and each of its duly  authorized
officers and agents as her agent and  attorney-in-fact to act for her and on her
behalf and in her stead to  execute  and file any  document  and to do all other
lawfully permitted acts to further the prosecution,  issuance and enforcement of
any such patent, patent application,  copyright or other property right with the
same force and effect as if executed and delivered by Executive; and

(e) at the request of Employer,  and without  expense to  Executive,  to execute
such  documents  and perform  such other acts as  Employer  deems  necessary  or
appropriate, for Employer to obtain patents on such inventions in a jurisdiction
or  jurisdictions  designated  by  Employer,  and to assign to  Employer  or its
designee  such  inventions  and any  and all  patent  applications  and  patents
relating thereto.

4.6.  INJUNCTIVE  RELIEF.  The  parties  hereby  acknowledge  and agree that (a)
Employer  will be  irreparably  injured in the event of a breach by Executive of

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any of her obligations under this Section 4; (b) monetary damages will not be an
adequate remedy for any such breach; (c) Employer will be entitled to injunctive
relief,  in addition to any other remedy which it may have,  in the event of any
such breach; and (d) the existence of any claims that Executive may have against
Employer,  whether under this  Agreement or otherwise,  will not be a defence to
the enforcement by Employer of any of its rights under this Section 4.

4.7.  NON-EXCLUSIVITY AND SURVIVAL.  The covenants of the Executive contained in
this  Section 4 are in  addition  to, and not in lieu of, any  obligations  that
Executive  may have with  respect  to the  subject  matter  hereof,  whether  by
contract,  as a  matter  of law or  otherwise,  and  such  covenants  and  their
enforceability  shall survive any  termination of the Employment  Term by either
party and any investigation  made with respect to the breach thereof by Employer
at any time.


5. MISCELLANEOUS PROVISIONS.

5.1.  SEVERABILITY.  If, in any  jurisdiction,  any term or provision  hereof is
determined  to  be  invalid  or  unenforceable,  (a)  the  remaining  terms  and
provisions   hereof   shall  be   unimpaired;   (b)  any  such   invalidity   or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other  jurisdiction;  and (c) the invalid or
unenforceable  term or provision  shall, for purposes of such  jurisdiction,  be
deemed  replaced by a term or provision that is valid and  enforceable  and that
comes closest to expressing the intention of the invalid or  unenforceable  term
or provision.

5.2.  EXECUTION IN  COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement (and all signatures need not appear on any
one  counterpart),  and this Agreement  shall become  effective when one or more
counterparts has been signed by each of the parties hereto and delivered to each
of the other parties hereto.

5.3. NOTICES. All notices,  requests, demands and other communications hereunder
shall be in writing and shall be deemed duly given upon receipt  when  delivered
by hand, overnight delivery or telecopy (with confirmed delivery),  or three (3)
business days after  posting,  when delivered by registered or certified mail or
private courier service, postage prepaid, return receipt requested, as follows:

<PAGE>

If to Employer, to:

Doblique, Inc.
801 Brickell 9th. Floor,
Miami, FL 33131
Attention:  Chief Executive Officer
Telecopy No.: (305) 789-6641


If to Executive, to:

Rima Goldshmidt
103 Overbrook Place
Toronto, Ontario
Canada  M3H 4P5
Telephone No.: (416) 638 8179

or to such other  address(es) as a party hereto shall have  designated by notice
in writing to the other parties hereto.


5.4. AMENDMENT. No provision of this Agreement may be modified, amended, waived,
or discharged in any manner except by a written instrument  executed by both the
Employer and the Executive.

5.5. ENTIRE AGREEMENT. This Agreement and, with respect to Section 3.3.6 hereof,
Executive's  Stock Option  Agreements  and the  governing  stock  option  plans,
constitute  the entire  agreement  of the  parties  hereto  with  respect to the
subject matter hereof,  and supersede all prior agreements and understandings of
the  parties  hereto,  oral or  written.  In the event of any  conflict  between
Section 3.3.6 hereof and Executive's  Stock Option  Agreements and the governing
stock option plans, Section 3.3.6 shall govern.

5.6.  APPLICABLE  LAW.  This  Agreement  shall be governed by and  construed  in
accordance  with the laws of the  Province  of  Ontario,  Canada  applicable  to
contracts made and to be wholly performed therein.

5.7. INTENTIONALLY LEFT BLANK.

5.8.  HEADINGS.  The  headings  contained  herein  are for the sole  purpose  of
convenience  of reference,  and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.

5.9. BINDING EFFECT;  SUCCESSORS AND ASSIGNS. The Executive may not delegate any
of her duties or assign her rights hereunder.  This Agreement shall inure to the
benefit of, and be binding upon, the parties hereto and their respective  heirs,
legal representatives,  successors and permitted assigns. Employer shall require
any  successor  (whether  direct or indirect  and whether by  purchase,  merger,
consolidation or otherwise) to all or  substantially  all of the business and/or
assets  of  Employer,   by  an  agreement  in  form  and  substance   reasonably
satisfactory  to  Executive,  to  expressly  assume  and agree to  perform  this
Agreement  in the same  manner and to the same  extent  that  Employer  would be
required to perform if no such succession had taken place.

5.10. WAIVER,  ETC. The failure of either of the parties hereto to, at any time,
enforce any of the provisions of this Agreement shall not be deemed or construed
to be a waiver of any such  provision,  nor to in any way affect the validity of
this  Agreement  or any  provision  hereof or the right of either of the parties
hereto  thereafter  to enforce each and every  provision of this  Agreement.  No
waiver  of any  breach  of any of the  provisions  of this  Agreement  shall  be
effective unless set forth in a written instrument executed by the party against
whom or which  enforcement  of such waiver is sought,  and no waiver of any such
breach shall be  construed  or deemed to be a waiver of any other or  subsequent
breach.

5.11. CAPACITY,  ETC. Executive and Employer hereby represent and warrant to the
other  that,  as the case may be: (a) she or it has full  power,  authority  and
capacity  to execute  and  deliver  this  Agreement,  and to perform  her or its
obligations  hereunder;  (b) such execution,  delivery and performance shall not
(and with the giving of notice or lapse of time or both would not) result in the
breach of any  agreements or other  obligations to which she or it is a party or
she or it is  otherwise  bound;  and (c) this  Agreement is her or its valid and
binding obligation in accordance with its terms.

5.12.  ARBITRATION.  Any dispute or  controversy  arising under or in connection
with this Agreement  shall be settled  exclusively  in arbitration  conducted in
Toronto,  Canada in accordance with the rules of the Canadian  Arbitration Panel
then in effect.  Judgment may be entered on the arbitrator's  award in any court
having  jurisdiction.  Punitive damages shall not be awarded. In any arbitration
proceeding, the party determined to be the prevailing party shall be entitled to
receive, in addition to any other award, its attorneys' fees and expenses of the
proceeding.





                            [SIGNATURE PAGE FOLLOWS]
<PAGE>

         IN WITNESS  WHEREOF,  this Agreement has been executed and delivered by
the parties hereto as of the date first above written.



DOBLIQUE, INC.


By:

 /s/ Jack Kachkar
----------------------------
Name:  Jack Kachkar
Title: Chairman



 /s/ Rima Goldshmidt
----------------------------
Rima Goldshmidt