EMPLOYMENT AGREEMENT

      THIS  EMPLOYMENT  AGREEMENT  (this  "Agreement")  is made and entered into
effective  as of  December  1,  2004  (the  "Effective  Date"),  by and  between
Innovative   Software   Technologies,   Inc.,  a  California   corporation  (the
"Employer"),  and Douglas W. Single,  an individual  resident in New Mexico (the
"Executive").

                                   BACKGROUND:

      The Company  desires to employ the Executive as Vice President of Business
Development of Employer,  and President of Get in the Game, Inc., a wholly owned
subsidiary of Employer, and the Executive desires to accept such employment,  on
the terms and subject to the conditions set forth in this Agreement.

                                    AGREEMENT

      The parties, intending to be legally bound, agree as follows:

1.    EMPLOYMENT TERMS AND DUTIES

      1.1  EMPLOYMENT.  The  Employer  hereby  employs  the  Executive,  and the
Executive  hereby  accepts  employment  by the  Employer,  upon  the  terms  and
conditions set forth in this Agreement.

      1.2  TERM.  Subject  to the  provisions  of  Section  5,  the  term of the
Executive's  employment under this Agreement will be two years, beginning on the
Effective  Date and  ending on the second  anniversary  of the  Effective  Date.
Beginning on the Termination  Date, the term of employment  shall  automatically
renew on a  year-to-year  basis (each such year being  referred to as a "Renewal
Period")  unless and until  terminated  earlier  pursuant to Section 6 hereof or
until  terminated by the Employer or the Executive by written notice at least 60
days before the commencement of such Renewal Period.

      1.3  DUTIES.  The  Executive  will have such  duties  as are  assigned  or
delegated to the Executive by the Board of Directors or Chief Executive Officer,
and will initially  serve as Vice President of Business  Development of Employer
and President of Get in the Game,  Inc., a wholly-owned  subsidiary of Employer.
The Executive will devote his time, attention, skill, and energy to the business
of the Employer on a full-time  basis,  will use his reasonable  best efforts to
promote the success of the Employer's  business,  and will cooperate  fully with
the Board of Directors in the advancement of the best interests of the Employer.
Nothing in this Section 1.3,  however,  will prevent the Executive from engaging
in additional business  activities,  personal  investments and community affairs
that are not inconsistent with the Executive's  duties under this Agreement.  If
the  Executive  is elected as a director  of the  Employer  or as a director  or
officer of any of its affiliates,  the Executive will fulfill his duties as such
director or officer without additional compensation.

2.    COMPENSATION

      2.1 BASIC COMPENSATION.

      (a)   Salary.  The  Executive  will be paid an annual  salary of $120,000,
            subject to adjustment as provided below (the  "Salary"),  which will
            be  payable  in  equal  periodic   installments   according  to  the
            Employer's customary payroll practices,  but no less frequently than
            monthly.  The Salary will be reviewed by the Board of Directors  not
            less  frequently  than  annually,  and  may be  adjusted  upward  or
            downward in the sole discretion of the Board of Directors, but in no
            event will the Salary be less than $100,000 per year.


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      (b)   Equity  Grant.  In  consideration  of Executive  entering  into this
            Agreement, the Company shall issue to Employee 350,000 shares of its
            common  stock,  such  shares  to vest  as  follows:  175,000  shares
            immediately  and 175,000  shares on the one year  anniversary of the
            execution  of  this  Agreement.  Such  shares  will be  issued  in a
            transaction that is exempt from the registration requirements of the
            Securities  Act of 1933, as amended,  and such shares shall be, upon
            issuance,  validly  issued,  fully  paid,  and  non-assessable.  The
            certificates  representing  said  shares  shall  bear the  Company's
            standard restrictive legend.

      (c)   Benefits.  The Executive  will,  during the  Employment  Period,  be
            permitted to participate  in such pension,  profit  sharing,  bonus,
            life insurance,  hospitalization,  major medical or health plan, and
            other  employee  benefit plans of the Employer that may be in effect
            from time to time, to the extent the Executive is eligible under the
            terms of those plans (collectively, the "Benefits").

      2.2 INCENTIVE  COMPENSATION.  As additional  compensation  (the "Incentive
Compensation") for the services to be rendered by the Executive pursuant to this
Agreement,  the Employer will pay the Executive with respect to each Fiscal Year
during the Employment  Period according to the Company's  Executive  Performance
Plan to be approved by the Board of Directors as amended from time to time.

      2.3  WITHHOLDING.  All  compensation  and  amounts  payable  to  Executive
pursuant to this Agreement shall be subject to all applicable  taxes and payroll
deductions.

3.    FACILITIES AND EXPENSES

      The Employer will furnish the Executive office space, equipment, supplies,
and such other  facilities  and  personnel  as the Employer  deems  necessary or
appropriate for the performance of the Executive's  duties under this Agreement.
The Employer will pay the Executive's  dues in such  professional  societies and
organizations as the Chief Executive Officer deems appropriate,  and will pay on
behalf of the Executive (or reimburse  the Executive  for)  reasonable  expenses
incurred by the  Executive  at the request of, or on behalf of, the  Employer in
the  performance of the Executive's  duties  pursuant to this Agreement,  and in
accordance  with  the  Employer's  employment  policies,   including  reasonable
expenses incurred by the Executive in attending conventions, seminars, and other
business meetings,  in appropriate business  entertainment  activities,  and for
promotional  expenses.  The Executive must file expense  reports with respect to
such expenses in accordance with the Employer's policies.

4.    VACATIONS AND HOLIDAYS

      The Executive will be entitled to three weeks of paid vacation each Fiscal
Year in accordance with the vacation  policies of the Employer in effect for its
executive officers as modified from time to time.  Vacation must be taken by the
Executive  at such time or times as  approved  by the  Chairman  of the Board or
Chief  Executive  Officer.  The  Executive  will  also be  entitled  to the paid
holidays  and other paid leave set forth in the  Employer's  policies.  Vacation
days and  holidays  during  any Fiscal  Year that are not used by the  Executive
during such Fiscal Year may not be used in any subsequent Fiscal Year.

5.    TERMINATION

      5.1 EVENTS OF TERMINATION.  The Employment  Period,  the Executive's Basic
Compensation  and  Incentive  Compensation,  and any and all other rights of the
Executive  under this Agreement or otherwise as an employee of the Employer will
terminate (except as otherwise provided in this Section 5):


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      (a)   upon the death of the Executive;

      (b)   upon the  disability  of the  Executive  (as defined in Section 5.2)
            immediately upon notice from either party to the other;

      (c)   for cause (as defined in Section 5.3),  immediately upon notice from
            the Employer to the Executive,  or at such later time as such notice
            may specify; or

      (d)   for good  reason  (as  defined  in  Section  5.4) upon not less than
            thirty days' prior notice from the Executive to the Employer.

      In addition to the other termination provisions of this Agreement Employer
may terminate the Employee's employment without Cause at any time.

      5.2 DEFINITION OF  DISABILITY.  For purposes of Section 5.1, the Executive
will be deemed to have a "disability"  if, for physical or mental  reasons,  the
Executive is unable to perform the  Executive's  duties under this Agreement for
90 consecutive  days, or 150 days during any twelve-month  period, as determined
in accordance  with this Section 5.2. The  disability  of the Executive  will be
determined by a medical doctor selected by written agreement of the Employer and
the  Executive  upon the request of either party by notice to the other.  If the
Employer and the Executive  cannot agree on the  selection of a medical  doctor,
each of them will  select a medical  doctor  and the two  medical  doctors  will
select a third  medical  doctor who will  determine  whether the Executive has a
disability.  The determination of the medical doctor selected under this Section
5.2 will be binding on both parties.  The Executive  must submit to a reasonable
number of  examinations  by the  medical  doctor  making  the  determination  of
disability  under this Section  5.2, and the  Executive  hereby  authorizes  the
disclosure and release to the Employer of such  determination and all supporting
medical  records.  If the Executive is not legally  competent,  the  Executive's
legal guardian or duly authorized  attorney-in-fact  will act in the Executive's
stead,  under this Section 5.2, for the purposes of submitting  the Executive to
the examinations, and providing the authorization of disclosure,  required under
this Section 5.2.

      5.3  DEFINITION  OF "FOR  CAUSE." For  purposes of Section 5.1, the phrase
"for cause" means:  (a) the  Executive's  material  breach of this  Agreement if
Executive has been given a reasonable  opportunity to comply with such policy or
cure his failure to comply (which reasonable  opportunity must be granted during
the  thirty-day  period  preceding  termination  of  this  Agreement;   (b)  the
Executive's  failure to adhere to any written  Employer  policy if the Executive
has been given a reasonable  opportunity  to comply with such policy or cure his
failure to comply  (which  reasonable  opportunity  must be  granted  during the
fifteen-day   period  preceding   termination  of  this   Agreement);   (c)  the
appropriation (or attempted appropriation) of a material business opportunity of
the Employer,  including attempting to secure or securing any personal profit in
connection with any transaction entered into on behalf of the Employer;  (d) the
misappropriation (or attempted  misappropriation) of any of the Employer's funds
or property;  or (e) the conviction of, (or its procedural  equivalent),  or the
entering of a guilty plea or plea of no contest with  respect to, a felony,  the
equivalent  thereof,  or any other crime with respect to which imprisonment is a
possible punishment. Termination for cause shall be effected only through a vote
of the majority of the board of directors.

      5.4  DEFINITION  OF "FOR GOOD  REASON."  For  purposes of Section 5.1, the
phrase "for good reason" means any of the following: (a) The Employer's material
breach of this  Agreement;  (b) the  assignment  of the  Executive  without  his
consent to a position, responsibilities, or duties of a materially lesser status
or degree of responsibility  than his position,  responsibilities,  or duties at
the Effective Date; or (c) the relocation of the Employer's  principal executive
offices outside the metropolitan Tampa Bay, Florida area; (d) the requirement by
the Employer  that the  Executive be based  anywhere  other than the  Employer's
principal executive offices, in either case without the Executive's  consent, or
(e) a Change in Control of the Employer.

      5.5 TERMINATION PAY. Effective upon the termination of this Agreement, the
Employer will be obligated to pay the Executive  (or, in the event of his death,
his  designated  beneficiary  as defined  below)  only such  compensation  as is


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provided in this Section 5.5. For purposes of this Section 5.5, the  Executive's
designated  beneficiary will be such individual beneficiary or trust, located at
such address, as the Executive may designate by notice to the Employer from time
to time or, if the  Executive  fails to give  notice to the  Employer  of such a
beneficiary, the Executive's estate. Notwithstanding the preceding sentence, the
Employer will have no duty, in any  circumstances,  to attempt to open an estate
on behalf of the Executive,  to determine whether any beneficiary  designated by
the Executive is alive or to ascertain the address of any such  beneficiary,  to
determine the existence of any trust, to determine  whether any person or entity
purporting to act as the Executive's personal  representative (or the trustee of
a  trust  established  by the  Executive)  is  duly  authorized  to act in  that
capacity,  or  to  locate  or  attempt  to  locate  any  beneficiary,   personal
representative, or trustee.

      (a)   Termination  by the  Executive  for Good  Reason or by the  Employer
            without Cause.  If the Executive  terminates this Agreement for good
            reason,  or if the Employer  terminates the Employee  without Cause,
            the Employer will pay the Executive (i) the  Executive's  Salary for
            the  remainder,  if  any,  of  the  calendar  month  in  which  such
            termination  is effective and for six  consecutive  calendar  months
            thereafter,  and (ii)  that  portion  of the  Executive's  Incentive
            Compensation,   if  any,  for  the  Fiscal  Year  during  which  the
            termination is effective, prorated through the date of termination.

      (b)   Termination  by the Employer for Cause.  If the Employer  terminates
            this Agreement for cause,  the Executive will be entitled to receive
            his Salary only through the date such termination is effective,  but
            will not be entitled to any  Incentive  Compensation  for the Fiscal
            Year during which such termination  occurs or any subsequent  Fiscal
            Year.

      (c)   Termination  upon  Disability.  If this  Agreement is  terminated by
            either  party  as  a  result  of  the  Executive's  disability,   as
            determined  under  Section 5.2, the Employer  will pay the Executive
            his Salary  through the remainder of the calendar month during which
            such  termination  is  effective  and  for  the  lesser  of (i)  six
            consecutive months  thereafter,  or (ii) the period until disability
            insurance benefits commence under the disability  insurance coverage
            furnished by the Employer to the Executive.

      (d)   Termination  upon Death. If this Agreement is terminated  because of
            the Executive's death, the Executive will be entitled to receive his
            Salary  through  the end of the  calendar  month in which  his death
            occurs, and that part of the Executive's Incentive Compensation,  if
            any,  for the Fiscal Year during  which his death  occurs,  prorated
            through the end of the calendar month during which his death occurs.

      (e)   Benefits.  The  Executive's  accrual of, or  participation  in plans
            providing  for, the Benefits will cease at the effective date of the
            termination of this Agreement, and the Executive will be entitled to
            accrued  Benefits  pursuant  to such plans only as  provided in such
            plans.  The Executive will not receive,  as part of his  termination
            pay  pursuant to this  Section 5, any payment or other  compensation
            for any vacation,  holiday, sick leave, or other leave unused on the
            date the notice of termination is given under this Agreement.

6.    NON-DISCLOSURE COVENANT; EMPLOYEE INVENTIONS

      6.1 ACKNOWLEDGMENTS BY THE EXECUTIVE.  The Executive acknowledges that (a)
during the Employment Period and as a part of his employment, the Executive will
be afforded access to Confidential  Information;  (b) public  disclosure of such
Confidential  Information  could have an adverse  effect on the Employer and its
business;  (c) because the Executive possesses  substantial  technical expertise
and skill with  respect to the  Employer's  business,  the  Employer  desires to
obtain exclusive ownership of each Employee Invention,  and the Employer will be
at a  substantial  competitive  disadvantage  if it fails to  acquire  exclusive
ownership of each  Employee  Invention;  (d) the Employer has required  that the
Executive make the covenants in this Section 6 as a condition to employment; and
(e) the provisions of this Section 6 are reasonable and necessary to prevent the
improper  use or  disclosure  of  Confidential  Information  and to provide  the
Employer with exclusive ownership of all Employee Inventions.


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      6.2 AGREEMENTS OF THE EXECUTIVE.  In consideration of the compensation and
benefits to be paid or  provided to the  Executive  by the  Employer  under this
Agreement, the Executive covenants as follows:

      (a)   Confidentiality.

            (i)   During and at all times following the Employment  Period,  the
                  Executive will hold in confidence the Confidential Information
                  and  will  not  disclose  it to any  person  except  with  the
                  specific  prior  written  consent of the Employer or except as
                  otherwise expressly permitted by the terms of this Agreement.

            (ii)  Any trade  secrets of the Employer  will be entitled to all of
                  the protections and benefits under applicable state or federal
                  law including  trade secret law. If any  information  that the
                  Employer  deems  to be a trade  secret  is found by a court of
                  competent  jurisdiction  not to be a trade secret for purposes
                  of this Agreement,  such information  will,  nevertheless,  be
                  considered  Confidential  Information  for  purposes  of  this
                  Agreement.  The Executive  hereby waives any requirement  that
                  the Employer  submit proof of the economic  value of any trade
                  secret or post a bond or other security.

            (iii) None of the foregoing  obligations and restrictions applies to
                  any part of the  Confidential  Information  that the Executive
                  demonstrates was or became  generally  available to the public
                  other than as a result of a disclosure by the Executive.

            (iv)  The  Executive  will not remove from the  Employer's  premises
                  (except to the extent  such  removal  is for  purposes  of the
                  performance  of  the  Executive's  duties  at  home  or  while
                  traveling,  or except as otherwise specifically  authorized by
                  the Employer) any document,  record,  notebook,  plan,  model,
                  component, device, data, or computer software or code, whether
                  embodied  in a disk or in any other  form  (collectively,  the
                  "Proprietary   Items").  The  Executive  recognizes  that,  as
                  between the Employer and the Executive, all of the Proprietary
                  Items,  whether or not  developed  by the  Executive,  are the
                  exclusive  property of the Employer.  Upon termination of this
                  Agreement by either party, or upon the request of the Employer
                  during the Employment Period, the Executive will return to the
                  Employer  all  of the  Proprietary  Items  in the  Executive's
                  possession  or subject  to the  Executive's  control,  and the
                  Executive shall not retain any copies, abstracts, sketches, or
                  other  physical  or  electronic   embodiment  of  any  of  the
                  Proprietary Items.

      (b)   Employee Inventions. Each Employee Invention will belong exclusively
            to  the  Employer.  The  Executive  acknowledges  that  all  of  the
            Executive's  writing,  works  of  authorship,   and  other  Employee
            Inventions are works made for hire and the property of the Employer,
            including any copyrights, patents, semiconductor mask protection, or
            other  intellectual  property rights  pertaining  thereto.  If it is
            determined  that any such  works  are not works  made for hire,  the
            Executive  hereby  assigns to the  Employer  all of the  Executive's
            right,  title,  and  interest,  including  all rights of  copyright,
            patent,   semiconductor  mask  protection,  and  other  intellectual
            property rights,  to or in such Employee  Inventions.  The Executive
            covenants that he will promptly:

                  (i)   disclose  to  the   Employer  in  writing  any  Employee
                        Invention;

                  (ii)  assign to the Employer or to a party  designated  by the
                        Employer,   at  the   Employer's   request  and  without
                        additional compensation, all of the Executive's right to
                        the  Employee  Invention  for the United  States and all
                        foreign jurisdictions;


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                  (iii) execute and deliver to the Employer  such  applications,
                        assignments,  and other  documents  as the  Employer may
                        request  in order to apply  for and  obtain  patents  or
                        other   registrations   with  respect  to  any  Employee
                        Invention   in  the  United   States  and  any   foreign
                        jurisdictions;

                  (iv)  sign all other  papers  necessary to carry out the above
                        obligations; and

                  (v)   give  testimony  and  render  any other  assistance  but
                        without  expense  to the  Executive  in  support  of the
                        Employer's rights to any Employee Invention.

      6.3 DISPUTES OR  CONTROVERSIES.  The  Executive  recognizes  that should a
dispute or  controversy  arising from or relating to this Agreement be submitted
for  adjudication to any court,  arbitration  panel,  or other third party,  the
preservation of the secrecy of Confidential Information may be jeopardized.  All
pleadings,  documents,  testimony, and records relating to any such adjudication
will be  maintained  in secrecy  and will be  available  for  inspection  by the
Employer,  the Executive,  and their respective  attorneys and experts, who will
agree, in advance and in writing,  to receive and maintain all such  information
in secrecy, except as may be limited by them in writing.

7.    NON-COMPETITION AND NON-INTERFERENCE

      7.1 ACKNOWLEDGMENTS BY THE EXECUTIVE. The Executive acknowledges that: (a)
the  services  to be  performed  by him under this  Agreement  are of a special,
unique, unusual,  extraordinary,  and intellectual character; (b) the Employer's
business is national  in scope and its  products  are  marketed  throughout  the
United States and Canada;  (c) the Employer  competes with other businesses that
are or could be  located in any part of the  United  States or  Canada;  (d) the
Employer has required  that the  Executive  make the covenants set forth in this
Section 7 as a condition to  employment by Employer;  and (e) the  provisions of
this Section 7 are reasonable and necessary to protect the Employer's business.

      7.2 COVENANTS OF THE EXECUTIVE. In consideration of the acknowledgments by
the Executive,  and in consideration of the compensation and benefits to be paid
or provided to the Executive by the Employer,  the Executive  covenants  that he
will not, directly or indirectly:

      (a)   during the Employment Period, except in the course of his employment
            hereunder,  and during the Post-Employment  Period, engage or invest
            in, own, manage,  operate,  finance,  control, or participate in the
            ownership,  management,  operation,  financing,  or  control  of, be
            employed by,  associated with, or in any manner connected with, lend
            the Executive's name or any similar name to, lend Executive's credit
            to or render  services or advice to, any business  whose products or
            activities  compete  in  whole  or in  part  with  the  products  or
            activities of the Employer

      (b)   whether  for the  Executive's  own account or for the account of any
            other  person,  at any time  during  the  Employment  Period and the
            Post-Employment Period, solicit business of the same or similar type
            being  carried  on by the  Employer,  from any  person  known by the
            Executive  to be a  customer  of the  Employer,  whether  or not the
            Executive had personal contact with such person during and by reason
            of the Executive's employment with the Employer;

      (c)   whether for the  Executive's own account or the account of any other
            person  (i) at  any  time  during  the  Employment  Period  and  the
            Post-Employment Period,  solicit,  employ, or otherwise engage as an
            employee, independent contractor, or otherwise, any person who is or
            was an  employee of the  Employer at any time during the  Employment
            Period or in any manner  induce or attempt to induce any employee of
            the Employer to terminate his employment with the Employer;  or (ii)
            at any  time  during  the  Employment  Period  and for  three  years
            thereafter,  interfere  with the  Employer's  relationship  with any
            person,  including any person who at any time during the  Employment
            Period was an  employee,  contractor,  supplier,  or customer of the
            Employer; or


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      (d)   at any time during or after the  Employment  Period,  disparage  the
            Employer or any of its shareholders, directors, officers, employees,
            or agents.

      For purposes of this Section 7.2, the term "Post-Employment  Period" means
the one year period  beginning  on the date of  termination  of the  Executive's
employment with the Employer.

      If any covenant in this Section 7.2 is held to be unreasonable, arbitrary,
or against public policy,  such covenant will be considered to be divisible with
respect to scope,  time,  and geographic  area, and such lesser scope,  time, or
geographic  area,  or all of them,  as a court  of  competent  jurisdiction  may
determine to be reasonable,  not arbitrary,  and not against public policy, will
be effective, binding, and enforceable against the Executive.

      The period of time  applicable to any covenant in this Section 7.2 will be
extended by the duration of any violation by the Executive of such covenant.

      The  Executive  will,  while the  covenant  under this  Section  7.2 is in
effect,  give notice to the Employer,  within ten days after accepting any other
employment, of the identity of the Executive's employer. The Employer may notify
such  employer  that  the  Executive  is  bound by this  Agreement  and,  at the
Employer's  election,  furnish such  employer  with a copy of this  Agreement or
relevant portions thereof.

8.    GENERAL PROVISIONS

      8.1 INJUNCTIVE RELIEF AND ADDITIONAL  REMEDY.  The Executive  acknowledges
that the injury that would be  suffered by the  Employer as a result of a breach
of the provisions of this  Agreement  (including any provision of Sections 6 and
7) would be  irreparable  and that an award of monetary  damages to the Employer
for such a breach would be an inadequate remedy. Consequently, the Employer will
have the  right,  in  addition  to any  other  rights  it may  have,  to  obtain
injunctive  relief to restrain any breach or  threatened  breach or otherwise to
specifically enforce any provision of this Agreement,  and the Employer will not
be  obligated to post bond or other  security in seeking  such  relief.  Without
limiting the Employer's rights under this Section 8 or any other remedies of the
Employer, if the Executive breaches any of the provisions of Section 6 or 7, the
Employer  will have the right to cease making any payments  otherwise due to the
Executive under this Agreement.

      8.2 COVENANTS OF SECTIONS 6 AND 7 ARE ESSENTIAL AND INDEPENDENT COVENANTS.
The  covenants by the  Executive in Sections 6 and 7 are  essential  elements of
this  Agreement,  and  without  the  Executive's  agreement  to comply with such
covenants,  Employer  would not have entered into this  Agreement or employed or
continued the employment of the  Executive.  The Employer and the Executive have
independently  consulted their  respective  counsel and have been advised in all
respects  concerning the  reasonableness  and propriety of such covenants,  with
specific regard to the nature of the business conducted by the Employer.

      The Executive's  covenants in Sections 6 and 7 are  independent  covenants
and the existence of any claim by the Executive  against the Employer under this
Agreement or otherwise,  or against the Buyer,  will not excuse the  Executive's
breach of any covenant in Section 6 or 7.

      If the Executive's  employment  hereunder  expires or is terminated,  this
Agreement  will continue in full force and effect as is necessary or appropriate
to enforce the covenants and agreements of the Executive in Sections 6 and 7.

      8.3  REPRESENTATIONS  AND  WARRANTIES  BY  THE  EXECUTIVE.  The  Executive
represents  and warrants to the Employer  that the execution and delivery by the
Executive of this  Agreement  does not, and the  performance by the Executive of
the  Executive's  obligations  hereunder will not, with or without the giving of
notice  or the  passage  of time,  or both:  (a)  violate  any  judgment,  writ,
injunction, or order of any court, arbitrator, or governmental agency applicable
to the Executive;  or (b) conflict with,  result in the breach of any provisions
of or the termination of, or constitute a default under,  any agreement to which
the Executive is a party or by which the Executive is or may be bound.


                                       7
                                                    Initials _________  ________
                                                             Executive  Employer
<PAGE>

      8.4 OBLIGATIONS CONTINGENT ON PERFORMANCE. The obligations of the Employer
hereunder, including its obligation to pay the compensation provided for herein,
are contingent upon the Executive's  performance of the Executive's  obligations
hereunder.

      8.5 WAIVER.  The rights and remedies of the parties to this  Agreement are
cumulative  and not  alternative.  Neither  the  failure nor any delay by either
party in exercising  any right,  power,  or privilege  under this Agreement will
operate as a waiver of such right, power, or privilege, and no single or partial
exercise of any such right,  power,  or  privilege  will  preclude  any other or
further exercise of such right, power, or privilege or the exercise of any other
right,  power, or privilege.  To the maximum extent permitted by applicable law,
(a) no claim or right  arising out of this  Agreement  can be  discharged by one
party,  in whole or in part, by a waiver or  renunciation  of the claim or right
unless in writing signed by the other party;  (b) no waiver that may be given by
a party  will be  applicable  except in the  specific  instance  for which it is
given; and (c) no notice to or demand on one party will be deemed to be a waiver
of any  obligation of such party or of the right of the party giving such notice
or demand to take further  action  without  notice or demand as provided in this
Agreement.

      8.6 BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED.  This Agreement shall
inure to the benefit of, and shall be binding upon, the parties hereto and their
respective successors, assigns, heirs, and legal representatives,  including any
entity  with  which the  Employer  may merge or  consolidate  or to which all or
substantially all of its assets may be transferred.  The duties and covenants of
the Executive under this Agreement, being personal, may not be delegated.

      8.7 NOTICES.  All notices,  consents,  waivers,  and other  communications
under this  Agreement  must be in  writing  and will be deemed to have been duly
given when (a) delivered by hand (with  written  confirmation  of receipt),  (b)
sent by facsimile (with written  confirmation of receipt),  provided that a copy
is mailed by registered mail, return receipt requested,  or (c) when received by
the addressee,  if sent by a nation-ally  recognized  overnight delivery service
(receipt  requested),  in each case to the  appropriate  addresses and facsimile
numbers set forth below (or to such other  addresses and facsimile  numbers as a
party may designate by notice to the other parties):

      If to Employer:      Innovative Software Technologies, Inc.
                           204 NW Platte Valley Drive
                           Riverside, MO 64152
                           Attention: D. Shane Hackett, President and CEO
                           Facsimile No.: (816) 587-0683

      With a copy to:      Foley & Lardner LLP
                           100 North Tampa Street, Suite 2700
                           Tampa, FL  33602
                           Attention: Curt P. Creely, Esq.
                           Facsimile No.: 813.221.4210

      If to the Executive: Christopher J. Floyd
                           6516 Windjammer Place
                           Bradenton, FL 34202
                           Facsimile No.: (207) 470-5736

      8.8 ENTIRE  AGREEMENT;  AMENDMENTS.  This  Agreement  contains  the entire
agreement  between the parties  with  respect to the subject  matter  hereof and
supersedes all prior agreements and understandings, oral or written, between the
parties hereto with respect to the subject matter hereof. This Agreement may not
be amended  orally,  but only by an agreement  in writing  signed by the parties
hereto.

      8.9  GOVERNING  LAW.  This  Agreement  will be governed by the laws of the
State of Florida without regard to conflicts of laws principles.


                                       8
                                                    Initials _________  ________
                                                             Executive  Employer
<PAGE>

      8.10  JURISDICTION.  Any  action or  proceeding  seeking  to  enforce  any
provision  of, or based on any  right  arising  out of,  this  Agreement  may be
brought  against  either of the  parties  in the  courts of the State of Florida
County of Hillsborough, or, if it has or can acquire jurisdiction, in the United
States  District  Court for the  Middle  District  of  Florida,  and each of the
parties  consents to the  jurisdiction  of such  courts (and of the  appropriate
appellate  courts) in any such action or proceeding  and waives any objection to
venue  laid  therein.  Process in any action or  proceeding  referred  to in the
preceding sentence may be served on either party anywhere in the world.

      8.11  SECTION  HEADINGS,  CONSTRUCTION.  The  headings of Sections in this
Agreement are provided for convenience only and will not affect its construction
or  interpretation.  All  references  to  "Section" or  "Sections"  refer to the
corresponding  Section or Sections of this Agreement unless otherwise specified.
All words  used in this  Agreement  will be  construed  to be of such  gender or
number as the circumstances  require.  Unless otherwise expressly provided,  the
word "including" does not limit the preceding words or terms.

      8.12  SEVERABILITY.  If any provision of this Agreement is held invalid or
unenforceable  by any court of competent  jurisdiction,  the other provisions of
this  Agreement  will remain in full force and  effect.  Any  provision  of this
Agreement  held invalid or  unenforceable  only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.

      8.13  COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  will be  deemed  to be an  original  copy of this
Agreement and all of which,  when taken  together,  will be deemed to constitute
one and the same agreement.

      8.14 WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY WAIVE A JURY TRIAL IN
ANY LITIGATION WITH RESPECT TO THIS AGREEMENT.

      IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date above first written above.

EMPLOYER:                                       EXECUTIVE:


By:/s/ Peter M. Peterson                        /s/ Douglas W. Single
   -----------------------------                --------------------------------
   Peter M. Peterson,                           Douglas W. Single
   Chief Executive Officer


                                       9
                                                    Initials _________  ________
                                                             Executive  Employer
<PAGE>

                                    EXHIBIT A
                                   DEFINITIONS

"AGREEMENT"--this  Employment  Agreement,  including  this Exhibit A hereto,  as
amended from time to time.

"BASIC COMPENSATION"--Salary and Benefits.

"BENEFITS"--as defined in Section 2.1(d).

"BOARD OF DIRECTORS"--the board of directors of the Employer.

"CHANGE IN CONTROL" --shall be deemed to have occurred upon the happening of any
one of the following events:

      a.    any person,  entity, or group thereof acting in concert (a "Person")
            (other than (A) the Employee, or any "affiliate" (as defined in Rule
            12b-2  of  the  Securities  Exchange  Act  of  1934)  of  any of the
            foregoing, (B) the Company or any of its subsidiaries, (C) a trustee
            or other fiduciary  holding  securities  under any employee  benefit
            plan of the Company or any of its  subsidiaries,  (D) an underwriter
            temporarily  holding  securities  pursuant  to an  offering  of such
            securities or (E) a corporation  owned,  directly or indirectly,  by
            the   stockholders  of  the  Company  in   substantially   the  same
            proportions  as their  ownership of stock in the  Company)  being or
            becoming  the  "beneficial  owner"  (as such term is defined in Rule
            13d-3 under the  Securities  Exchange Act of 1934) of  securities of
            the Company which, together with securities previously owned, confer
            upon such Person the combined  voting power,  on any matters brought
            to a vote of  shareholders,  of 50% or more of the then  outstanding
            shares of voting securities of the Company; or

      b.    the sale,  assignment  or  transfer  of assets of the Company or any
            subsidiary  or   subsidiaries,   in  a  transaction   or  series  of
            transactions,  if  the  aggregate  consideration  received  or to be
            received by the Company or any such  subsidiary in  connection  with
            such sale,  assignment  or  transfer is greater  than fifty  percent
            (50%) of the book value,  determined  by the  Company in  accordance
            with  generally  accepted  accounting  principles,  of the Company's
            assets determined on a consolidated  basis  immediately  before such
            transaction or the first of such transactions; or

      c.    the merger,  consolidation,  share exchange or reorganization of the
            Company  (or one or more  direct  or  indirect  subsidiaries  of the
            Company)  as a result of which the  holders  of all of the shares of
            capital  stock of the Company as a group would receive fifty percent
            (50%) or less of the combined voting power of the voting  securities
            of the Company or such  surviving or resulting  entity or any parent
            thereof immediately after such merger, consolidation, share exchange
            or reorganization; or

      d.    the  adoption of a plan of complete  liquidation  or the approval of
            the dissolution of the Company; or

      e.    the  commencement  (within  the  meaning  of Rule  13e-4  under  the
            Securities  Exchange  Act of  1934) of a tender  or  exchange  offer
            which,  if  successful,  would  result in a Change of Control of the
            Company; or

      f.    a determination by the Board of Directors of the Company, in view of
            the then current circumstances or impending events, that a Change of
            Control  of  the  Company  has  occurred  or  is   imminent,   which
            determination  shall be made for the specific  purpose of triggering
            the operative provisions of this Agreement.

"CONFIDENTIAL INFORMATION"--any and all:

      a.    trade secrets  concerning  the business and affairs of the Employer,
            product  specifications,  data,  know-how,  formulae,  compositions,
            processes,   designs,  sketches,   photographs,   graphs,  drawings,
            samples,  inventions and ideas, past, current,  and planned research
            and development,  current and planned  manufacturing or distribution
            methods and  processes,  customer  lists,  current  and  anticipated
            customer requirements,  price lists, market studies, business plans,
            computer  software  and programs  (including  object code and source
            code),  computer  software  and  database  technologies,  databases,
            systems,   structures,  and  architectures  (and  related  formulae,
            compositions,    processes,    improvements,    devices,   know-how,
            inventions,  discoveries,  concepts,  ideas,  designs,  methods  and
            information), and any other information, however documented, that is
            a trade  secret  within the  meaning of the  Florida  Uniform  Trade
            Secrets Act; and


Employment Agreement                   A-1
                                                    Initials _________  ________
                                                             Executive  Employer
<PAGE>

      b.    information  concerning  the  business  and affairs of the  Employer
            (which   includes   historical   financial   statements,   financial
            projections  and budgets,  historical and projected  sales,  capital
            spending  budgets  and  plans,  the  names  and  backgrounds  of key
            personnel, personnel training and techniques and materials), however
            documented except as disclosed by Employer to the public; and

      c.    notes,  analysis,   compilations,   studies,  summaries,  and  other
            material  prepared by or for the Employer  containing  or based,  in
            whole or in part, on any information included in the foregoing.

"DISABILITY"--as defined in Section 5.2.

"EFFECTIVE DATE"--the date stated in the first paragraph of the Agreement.

"EMPLOYEE INVENTION"--any idea, invention, technique, modification,  process, or
improvement   (whether  patentable  or  not),  any  industrial  design  (whether
registerable or not), any mask work, however fixed or encoded,  that is suitable
to  be  fixed,  embedded  or  programmed  in a  semiconductor  product  (whether
recordable  or  not),  and any  work of  authorship  (whether  or not  copyright
protection  may be obtained  for it)  created,  conceived,  or  developed by the
Executive,  either solely or in conjunction  with others,  during the Employment
Period,  or a period  that  includes a portion of the  Employment  Period,  that
relates  directly  to the  business  then  being  conducted  or  proposed  to be
conducted by the Employer,  and any such item created by the  Executive,  either
solely or in conjunction with others,  following  termination of the Executive's
employment  with  the  Employer,   that  is  based  upon  or  uses  Confidential
Information.

"EMPLOYMENT   PERIOD"--the  term  of  the  Executive's   employment  under  this
Agreement.

"FISCAL YEAR"--the Employer's fiscal year, as it exists on the Effective Date or
as changed from time to time.

"FOR CAUSE"--as defined in Section 5.3.

"FOR GOOD REASON"--as defined in Section 5.4.

"INCENTIVE COMPENSATION"--as defined in Section 2.2.

"NONCOMPETITION AGREEMENT"--as defined in Section 7.

"PERSON"--any  individual,  corporation (including any non-profit  corporation),
general  or limited  partnership,  limited  liability  company,  joint  venture,
estate, trust, association, organization, or governmental body.

"POST-EMPLOYMENT PERIOD"--as defined in Section 7.2.

"PROPRIETARY ITEMS"--as defined in Section 6.2(a)(iv).

"SALARY"--as defined in Section 2.1(a).


Employment Agreement                   A-2
                                                    Initials _________  ________
                                                             Executive  Employer