EXHIBIT 10.2

                              Employment Agreement
                                     Between
                            Retrieval Dynamics Corp.
                                       and
                            The Undersigned Employee

         This Agreement is by and between  Retrieval  Dynamics  Corp.,  having a
principal place of business at 701 Treasure Boat Way,  Sarasota,  Florida 33042,
its directors,  officers, members, partners,  employees,  agents, successors and
assigns   (hereinafter   referred  to   individually   and/or   collectively  as
"Employer"),  and Anthony  Cella,  having a  residence  at 7430  Fairlinks  Ct.,
Sarasota,  FL,  his/her heirs,  estate,  executors,  administrators,  agents and
assigns   (hereinafter   referred  to   individually   and/or   collectively  as
"Undersigned Employee").

         Employer and the  Undersigned  Employee are referred to collectively as
parties.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

I.       INTRODUCTION AND DEFINITIONS

         1.1      This Agreement is effective as of    March 1, 2000.

         1.2  Employer  is  engaged in the  business  of  software  development,
strategic planning,  consultation  services and sales in the field of electronic
wireless application service provider, and desires to employ and/or continue the
employment of the Undersigned Employee for the purpose of advancing its business
interests.

         1.3  Accordingly,  the employment  and/or  continued  employment of the
Undersigned  Employee with Employer is made subject to the terms and  conditions
set forth herein.

         1.4 As used in this Agreement, the following definitions shall control:

         (A) "Business  Interests"  shall mean software  development,  strategic
planning,  consultation  services and sales of the products in which Employer is
actively or tentatively engaged in.

         (B) "Client" and "Clients"  shall mean any and all clients and partners
of the Employer, both past, present and future.

         (C)   "Employment"   shall  mean  the  time  period  during  which  the
Undersigned  Employee  receives  or is due  any  type of  compensation,  whether
periodic  or  lump-sum,  from  the  Employer,   including  but  not  limited  to
compensation as a result of (i) full time,  part-time,  hourly,  commissioned or
other type of work  performed  for or on behalf of the  Employer,  (ii) benefits
received under any Worker's Compensation  insurance,  or (iii) benefits received
under any federal, state or unemployment program.

         (D) "Course of Employment"  shall mean any and all actions taken and/or
services  rendered by the Undersigned  Employee for or on behalf of the Employer
or a Client, whether taken or rendered as a direct or indirect result of (i) the
Undersigned  Employee's  own  initiative,  (ii) a  request  by or on  behalf  of
Employer, (iii) a request by or on behalf of any subsidiary of or entity related
to Employer, or (iv) a request by or on behalf of a Client.

         (E)  "Termination"  shall  mean  the  last  day  of  Employment  of the
Undersigned  Employee,  regardless of the reason therefor,  whether voluntary or
involuntary on the part of the Undersigned Employee.



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II.      OBLIGATIONS OF CONFIDENTIALITY

         2.1 Any and all  information  which Clients may disclose to Employer or
the Undersigned  Employee,  including but not limited Clients' relationship with
Employer, is considered confidential and proprietary to the respective client.

         2.2  Any  and  all  information  about  the  Employer,  including  that
information  which is  learned  by the  Undersigned  Employee  during his or her
Employment  with  Employer,  is  considered   confidential  and  proprietary  to
Employer.  Such  confidential  and proprietary  information  includes but is not
limited  to  Employer's  list of  Clients  and its  methods  of doing  business,
including its fee structure,  pricing schedules,  finances, business procedures,
sales letters, marketing materials and proposals.

         2.3 Employer also considers  confidential  and proprietary its software
code,  flowcharts,   design  documents,   programming   methodology,   debugging
techniques, and all other information relating thereto.

         2.4 Accordingly,  absent  authorization by an officer of Employer,  the
Undersigned Employee hereby agrees not to disclose to others, either directly or
through any third party, the confidential and proprietary  information specified
in  Paragraphs  2.1,  2.2  and/or  2.3,  regardless  of the manner in which said
information was communicated to or received by the Undersigned Employee, whether
oral,  written,  digital or  otherwise,  and  regardless  of whether or not said
information was marked as confidential or proprietary.

         2.5  The   confidential  and  proprietary   information   specified  in
Paragraphs  2.1,  2.2 and/or 2.3 is  considered  proprietary  to, the  exclusive
property of and owned-in-full by Employer. Accordingly, the Undersigned Employee
hereby  agrees not to use,  either  directly  or through any third  party,  said
information  in any manner  outside his or her Course of Employment  without the
express written authorization of an officer of Employer.

         2.6  The obligations set forth in Paragraphs 2.4 and 2.5 shall continue
ad infinitum.

III.     AGREEMENT NOT TO COMPETE

         3.1 The  Undersigned  Employee  hereby  agrees  that  during his or her
Employment,  and for a period of one (1) year subsequent to  Termination,  he or
she will not engage in any activities  competitive to the Business  Interests of
Employer,  or advise or be  employed  by any  company  or other  entity,  in any
capacity,  which engages in or by Employee's hire  contemplates to be engaged in
activities  or business  interests  similar or identical to that of the Business
Interests of Employer.

         3.2 The  obligations  set forth in Paragraph  3.1 are limited to the 48
contiguous states comprising the United States of America.

         3.3 The  Undersigned  Employee  hereby  agrees  that  during his or her
Employment,  and for a period of two (2) years subsequent to Termination,  he or
she will not solicit or  otherwise  contact,  or perform any  services for or on
behalf of, either directly or through any third party, any Client for any reason
whatsoever outside the scope of the Undersigned  Employee's  Employment,  absent
written authorization by an officer of Employer.
         3.4 The  Undersigned  Employee  acknowledges  that the  obligations set
forth in  Paragraphs  3.1,  3.2  and/or  3.3 may,  for a limited  period of time
subsequent to Termination,  result in a decrease in earning  capacity.  However,
the Undersigned Employee represents that he or she has demonstrated abilities to
earn substantial income from business activities  non-competitive  with those of
Employer and has accepted the restrictions imposed by this Agreement as a result
of his or her  considered  judgment  of the  benefits  that may accrue  from the
employment with Employer.


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         3.5 Although  Employer has  attempted to place the  narrowest  possible
limitations on the Undersigned  Employee's subsequent employment  opportunities,
the Undersigned Employee may nonetheless find that such limitations constitute a
serious  handicap in securing further  employment.  In the event the Undersigned
Employee finds that the  obligations set forth in Paragraphs 3.1, 3.2 and/or 3.3
constitute a serious  handicap in securing further  employment,  the Undersigned
Employee  agrees to make written  request to Employer for a waiver thereof prior
to accepting  employment in conflict  therewith.  Such request shall include the
name and address of the  organization  at which the  Undersigned  Employee seeks
employment,  and the position and complete list of duties which the  Undersigned
Employee  will be  performing  therefor.  A waiver,  unqualified  or upon stated
conditions, may be granted by Employer. However, Employer is under no obligation
to waive any of the  obligations  set forth in  Paragraphs  3.1,  3.2 and/or 3.3
where waiver will or may, in the subjective opinion of Employer,  interfere with
or be adverse to Employer's Business Interests as same may develop.

         3.6 It is understood that any violation by the Undersigned  Employee of
any  obligation  set forth in  Paragraphs  3.1,  3.2 and/or 3.3 would  result in
substantial   harm  to  Employer  for  which  an  adequate   remedy  at  law  is
insufficient.  Accordingly,  Employer may seek injunctive  relief as a result of
any  violation  by the  Undersigned  Employee  of any  obligation  set  forth in
Paragraphs 3.1, 3.2 and/or 3.3.  Injunctive  relief shall be in addition to, and
not in lieu of, any other remedies available to the Employer.

IV.      ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

         4.1 Any and all work  product  produced  for the  Employer and services
rendered by the Undersigned  Employee  during his or her Employment,  whether in
draft or final format and whether or not completed by the  Undersigned  Employee
during his or her  Employment,  is  considered  proprietary  to,  the  exclusive
property of and owned-in-full by Employer.

         4.2 Any and all  inventions or  improvements  of an invention,  whether
patentable  or not,  copyrights,  trademarks,  trade  dress,  trade  secrets  or
know-how  which the  Undersigned  Employee  conceives  of or reduces to practice
during  his or her  Employment  as a direct  or  indirect  result  of his or her
Employment,  is  considered  proprietary  to,  the  exclusive  property  of  and
owned-in-full by Employer.

         4.3 The Undersigned  Employee shall promptly and completely disclose to
Employer the subject  matter set forth in Paragraphs 4.1 and 4.2 as necessary to
keep Employer fully and timely aware of same.

         4.4 The  Undersigned  Employee  hereby  agrees  to  assign  and by this
document does hereby  assign to Employer any and all rights,  title and interest
which  he or she has or may  have in and to the  subject  matter  set  forth  in
Paragraphs 4.1 and 4.2.

         4.5 The  Undersigned  Employee  shall and will do all  lawful  acts and
things, make all rightful oaths, and make, execute and deliver any and all other
instruments in writing, and any and all further  applications,  papers,  powers,
affidavits,  assignments,  disclaimers and other documents which may be required
or necessary in this or in any foreign country to more effectually secure to and
vest in  Employer  the entire  right,  title and  interest in and to the subject
matter specified in Paragraph 4.4.

         4.6 The Undersigned  Employee warrants that he or she has full right to
convey the entire right,  title and interest  herein  assigned free and clear of
all  licenses,  encumbrances  and liens  whatsoever,  and that he or she has not
executed and will not execute any instrument in conflict herewith.

V.   REMUNERATION & TERM THEREOF

         5.1  The Undersigned Employee shall receive the following remuneration:

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         (A) Salary: First 8 months salary in the amount of $120,000 per year to
be paid in equal monthly  installments  over the 8 months;  starting November 1,
2000 the amount of $160,000 to be paid in equal  monthly  installments  over the
next 14 months.

         (B) A monthly  automobile  allowance equal to $1,000.00 per month, (all
inclusive).  The company, at its' discretion,  has the right to obtain a vehicle
for your use, which will eliminate the monthly allowance.

         (C) Cellular phone service will be provided by the company.

         (D) Other Benefits:  In addition to the above, the Undersigned Employee
shall  also  be  entitled  to the  following  Other  Benefits,  as  same  become
available, on terms and conditions as the Employer, in its sole discretion,  may
determine:  (I)  participation in the Employer's bonus incentive  program;  (ii)
participation  for  the  Undersigned  Employee  in the  Employer's  health  plan
(including  family  benefits),  term life  insurance  and  accidental  death and
dismemberment  policy; and (iii)  participation in the Employer's employee stock
option plan.

         5.2 The term of this  section V  ("Term")  shall be for two (2)  years,
effective as of March 1, 2000 ("Start  Date"),  whereupon all obligations of the
Employer set forth in this  section V shall cease and be of no further  force or
effect, provided, however, as follows:

         (A) Early Termination by Undersigned Employee: The Undersigned Employee
may voluntarily  terminate his/her  Employment upon written notice to an officer
or director of the Employer,  the effective date thereof to be determined by the
Employer.

         (B) Early  Termination  by  Employer:  Notwithstanding  the above,  the
Undersigned  Employee understands and accepts that his/her Term of Employment is
at the will of the  Employer,  and as  such,  the  Employer  may  terminate  the
Undersigned Employee for cause or for no cause at all. However, in the event the
Employer does not offer the Undersigned  Employee continued Employment under any
conditions,  the Undersigned  Employee shall receive six (6) consecutive monthly
payments, each payment equal to the amount of the Undersigned Employee's monthly
base  salary  (as set forth in  Paragraph  5.1(A)),  less  applicable  taxes and
deductions.  This Paragraph  5.1(C) shall not apply in the event the Undersigned
Employee  voluntarily  terminated  his/her  Employment or was  terminated by the
Employer for cause.

         (C)  Non-renewal of Employment  after Term. At the end of the Term, the
Employer is under no  obligation  to offer the  Undersigned  Employee  continued
Employment  under any  conditions.  However,  in the event the Employer does not
offer the Undersigned  Employee continued  Employment under any conditions,  the
Undersigned  Employee shall receive six (6) consecutive  monthly payments,  each
payment equal to the amount of the  Undersigned  Employee's  monthly base salary
(as set forth in Paragraph 5.1(A)),  less applicable taxes and deductions.  This
Paragraph  5.1(C)  shall  not  apply  in  the  event  the  Undersigned  Employee
voluntarily  terminated his/her Employment or was terminated by the Employer for
cause.
         (D) In  addition,  should  there be a change of  ownership,  a contract
continuation  clause will be in effect,  requiring the  continued  employment or
severance  package  covering  a period  not to exceed  one year,  for salary and
benefits only. The acquiring  company has the option to assist you in the search
or obtaining of similar employment, at a similar salary.

VI.      WARRANTIES

         6.1    The Undersigned Employee represents and warrants that he or she:
(i) has the right to enter into this  Agreement;  (ii) has read and  understands
all of the terms and conditions contained herein; (iii) has

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been advised by the Employer to seek legal counsel  regarding the review of this
Agreement  prior to signing it; (iv) has had an  opportunity  to consult with an
attorney regarding the terms and conditions contained herein; (v) has been given
an opportunity to propose changes and modifications to this Agreement;  (vi) has
waived its  opportunity  to protest or contest any provision of this  Agreement,
both now and in the future;  and (vii)  hereby  agrees to be bound by and to the
terms and conditions of this Agreement.

         6.2 The  Employer  has made no  representations  concerning  any of the
terms or conditions contained herein, except as follows (if none, state "none"):
________________________________


VII.     CONSTRUCTION & OTHER PROVISIONS

         7.1 This Agreement  represents a complete  integration of all terms and
conditions  specified  herein  between the parties  and  supersedes  any and all
previous  Agreements,  whether oral or written,  directed to the subject  matter
specified herein.

         7.2 Any and all  modifications  or  changes  to,  or  cancellations  or
extensions of this Agreement shall be in writing and executed by both parties.

         7.3  All  Paragraphs  contained  in  this  Agreement  are  part of this
Agreement.  The titles to the various sections of this Agreement,  however,  are
for clarity; they are not intended to be limiting in any way.

         7.4 The parties to this  Agreement  agree and  consent  that the proper
forum and court  jurisdiction is in the State of the employee,  and that any and
all  disputes  which  arise or may arise on account of this  Agreement  shall be
litigated  either by filing an action in the Superior Court,  Judicial  District
of, or in a federal  district court located in the employees  State. The parties
further  agree that  neither  party nor its agents  shall move to  transfer  the
matter to any other court or  arbitration  forum for any reason,  absent written
consent by both parties.

         7.5 This  Agreement  shall inure to the benefit of and shall be binding
upon Employer's  successors and assigns,  as well as the Undersigned  Employee's
heirs, estate, executors, administrators, agents and assigns.

         7.6 In the event a court of competent  jurisdiction  holds or finds any
of the  terms  or  conditions  contained  in this  Agreement  to be  invalid  or
unenforceable,  such  holding  or  finding  shall not  affect  the  validity  or
enforceability  of any of the  other  terms  or  conditions  contained  in  this
Agreement.

         7.7 In the event it becomes  necessary  for  Employer  to  enforce  any
provision  of this  Agreement  against  the  Undersigned  Employee or its future
employer(s),  the burden of  financial  responsibility  for such action shall be
governed by the disputing party's State jurisdiction.

         7.8 Nothing in this Agreement shall prohibit the  Undersigned  Employee
from performing services for others not in conflict with this Agreement.

         7.9 The Undersigned  Employee, by initialing the bottom portion of each
page of this  Agreement,  represents  and  affirms  that he or she has  read and
understands  each  Paragraph  of this  Agreement,  and agrees to be bound by the
terms and conditions set forth herein.

         7.10 The  Undersigned  Employee shall receive its regular  remuneration
from Employer as  consideration  for the terms and  conditions set forth in this
Agreement.


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         7.11 Any waiver of the compensation  specified in Paragraph 6.10 by the
Undersigned Employee shall not negate the Undersigned Employee's obligations set
forth in this Agreement.

         7.12 The  Undersigned  Employee  hereby agrees to fully  cooperate with
Employer in its efforts to enforce  and/or  secure its rights  specified in this
Agreement.

VIII.    AS AGREED BY THE PARTIES

         8.1 This  Agreement is being executed in duplicate,  thereby  providing
each party hereto an original, executed copy for their records.


         UNDERSIGNED EMPLOYEE               EMPLOYER


Signature:  /s/ Anthony A.  Cella           Signature: /s/ Peter M.  Voghel
Print Name: Anthony A.  Cella               By:      Peter M.  Voghel
                                            Title: President
                                            duly authorized


Date:    October 30, 2000                   Date:    11/2/2000



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