EMPLOYMENT AGREEMENT

                                     BETWEEN

                         HOLTER TECHNOLOGIES HOLDING, AG

                                       AND

                        PROF. DR. DR. HEINRICH W. HOLTER




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                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (this "Employment Agreement") is entered into
as of the 25th day of October 2000, between Holter Technologies  Holding,  AG, a
Nevada  corporation (the  "Company"),  and Prof. Dr. Dr. Heinrich W. Holter (the
"Executive").

                              W I T N E S S E T H:

         WHEREAS, the Company desires to employ the Executive, and the Executive
desires  to be  employed  by  the  Company,  on the  terms  and  subject  to the
conditions set forth herein;

         NOW,  THEREFORE,   in  consideration  of  the  mutual  promises  herein
contained, the parties agree as follows:

         1.       Employment.

                  (a)  The Company hereby employs the Executive as its President
and Chairman of the Board of Directors  and the  Executive  hereby  accepts such
employment, on the terms and subject to the conditions hereinafter set forth.

                  (b)  During  the  term of this  Employment  Agreement  and any
renewal hereof (all references  herein to the term of this Employment  Agreement
shall include references to the period of renewal hereof, if any), the Executive
shall be and shall have the title of President  and shall  devote such  business
time and  efforts to his  employment  as the  Executive  deems  appropriate  and
perform diligently such duties as are customarily  performed by the President of
publicly-held  companies,  together  with such other duties as may be reasonably
requested  from  time to time by the  Board of  Directors  of the  Company  (the
"Board"), which duties shall be consistent with his positions as set forth above
and as provided in Paragraph 2.

         2.       Term and Positions.

                  (a)  Subject to the  provisions  for the  termination  of this
Employment  Agreement  as  provided  for  herein,  the  term of this  Employment
Agreement shall commence on the date hereof and shall continue  through December
31, 2005 (the "Base Term") and shall automatically be extended for an additional
one year (each a "Renewal Year") at the end of each full calendar year for which
this Employment  Agreement  remains in effect unless on or before November 30 of
each  calendar  year,  either party gives to the other party  written  notice of
termination  of  this  Employment  Agreement,  in  which  case  this  Employment
Agreement shall terminate upon the completion of the then applicable  employment
period including any previous Renewal Years.

                  (b)  The Executive shall be entitled to serve as the President
of the Company.  Without limiting the general scope of the Executive's position:
(i) the  Executive  shall not be required to report to any person other than the
Board,  (ii) no other  individual  shall be elected or appointed as President of
the Company, (iii) the highest levels of other executive officers of the Company
shall report to no individual  other than the Executive,  and (iv) no individual
or group of  individuals  (including a committee  established  or other designee
appointed by the Board) shall have any authority  over or equal to the authority


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of the Executive in his role as President,  and neither the Company,  the Board,
nor any member of the Board  shall take any action  which will or could have the
effect of, or appear to have the effect of,  giving such  authority  to any such
individual or group.  The Executive  shall be entitled to the full protection of
applicable  indemnification  provisions  of the  articles of  incorporation  and
bylaws of the  Company,  as the same may be amended  from time to time,  for his
service as a director, officer and employee of the Company.

                  (c)  If:

                       (i) the Company materially changes the Executive's duties
and  responsibilities as set forth in Paragraph 1(b) or 2(b) without his consent
(including,  without  limitation,  by violating any of the  provisions of clause
(i), (ii), (iii) or (iv) of Paragraph 2 (b));

                       (ii) there occurs a material breach by the Company of any
of its obligations  under this Employment  Agreement (other than those specified
in this Section  2(c)) that has not been cured in all material  respects  within
ten (10) days after the Executive gives notice thereof to the Company; or

                       (iii) the Board or any  nominating  committee  thereof or
committee performing a Board nomination function fails to nominate the Executive
for election to the Board in  connection  with any  stockholders'  meeting to be
held or action to be taken for the election of directors;

                  then the  Executive  shall  have the  right to  terminate  his
employment  with the Company,  but such  termination  shall not be  considered a
voluntary  resignation or termination of such  employment or of this  Employment
Agreement  by the  Executive  but rather a  discharge  of the  Executive  by the
Company without "cause" (as defined in Paragraph 4(a)(ii)).

                  (d)  The Executive  shall be considered  not to have consented
to any  written  proposal  calling  for a  material  change  in his  duties  and
responsibilities  unless he shall give written notice of his consent  thereto to
the Board within  fifteen (15) days after receipt of such written  proposal.  If
the  Executive  shall not have given such  consent,  the Company  shall have the
opportunity to withdraw such proposed  material  change by written notice to the
Executive  given  within  ten (10) days after the end of said  fifteen  (15) day
period.

         3.       Compensation.

                  During  the term of this  Employment  Agreement,  the  Company
shall pay or provide,  as the case may be, to the Executive the compensation and
other benefits and rights set forth in this Paragraph 3.

                  (a)  The Company  shall  pay to the  Executive  a base  salary
payable in accordance  with the Company's  usual pay practices (and in any event
no less  frequently  than  monthly)  at the  rate  of  Twenty  Thousand  Dollars
(US$20,000) per calendar month, to be increased (but not decreased) from time to
time (based upon the  performance  of the Company and the Executive) in a manner
consistent with the compensation of Presidents of publicly-held companies.

                  (b)  The Company shall pay to the Executive bonus compensation
for each calendar year of the Company,  not later than sixty (60) days following
the end of each year or the termination of his  employment,  as the case may be,
prorated on a per diem basis for partial  calendar years,  and determined by the
Board in its sole and absolute discretion, taking into consideration performance
of  Executive,  success  of the  Company  and  Executive's  contribution  to the
Company.

                  (c)  The Executive  and  his  family  shall  be  permitted  to
participate in all the medical,  dental,  and all other group insurance benefits
of the Company generally available from time to time to employees of the Company
during active employment.  In the event of disability or death of the Executive,
these  benefits  shall be continued by the Company for life of the Executive and
his spouse.


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                  (d)  The Executive  shall be permitted to  participate  in all
retirement and other benefit plans of the Company generally  available from time
to time to employees of the Company and for which the Executive  qualifies under
their  terms  (and  nothing  in this  Employment  Agreement  shall  or  shall be
considered to in any way affect the Executive's  rights and benefits  thereunder
except as expressly provided herein).

                  (e)  The  Executive  shall  be  entitled  to such  periods  of
vacation and sick leave  allowance  each year as are determined by the Executive
in his  reasonable  and good faith  discretion,  which in any event shall be not
less than as provided  generally  under the  Company's  vacation  and sick leave
policy for executive officers.

                  (f)  The Executive  shall be  entitled to  participate  in any
option or other employee benefit  compensation plan that is generally  available
to senior executive officers,  as distinguished from general management,  of the
Company. The Executive's participation in and benefits under any such plan shall
be on the  terms  and  subject  to the  conditions  specified  in the  governing
document of that plan.

                  (g)  The Company shall reimburse the Executive during the term
of this  Employment  Agreement  for  travel,  entertainment  and other  expenses
reasonably  and  necessarily  incurred by the Executive in  connection  with the
Company's business.  The Executive shall furnish such documentation with respect
to reimbursements to be made hereunder as the Company shall reasonably request.

         4.       Termination.

                  (a)  The employment  of the  Executive  under this  Employment
Agreement, and the terms hereof, may be terminated by the Company:

                       (i)  on the death or permanent disability (as hereinafter
defined) of the Executive,

                       (ii) for cause at any time by action  of the  Board.  For
purposes hereof, the term "cause" shall mean:

                            (A) The Executive's fraud, commission of a felony or
of an act or series of acts  which  result in  material  injury to the  business
reputation  of the Company,  commission  of an act or series of repeated acts of
dishonesty  which are materially  inimical to the best interests of the Company,
or the  Executive's  willful and repeated  failure to perform his lawful  duties
under this Employment Agreement, which failure has not been cured within fifteen
(15) days after the Company gives notice thereof to the Executive; or

                            (B) The Executive's  material breach of any material
provision of this Employment  Agreement,  which breach has not been cured in all
substantial respects within ten (10) days after the Company gives notice thereof
to the Executive; or

                       (iii)    other than for cause  by  action  of the  Board,
subject to the operation of Paragraph 4(c).

                  The exercise by the Company of its rights of termination under
this  Paragraph  4 shall  be the  Company's  sole  remedy  in the  event  of the
occurrence of an event as a result of which such right to terminate arises. Upon
any termination of this Employment  Agreement,  the Executive shall be deemed to
have resigned from all offices held by the Executive in the Company.

                  For purposes of this Paragraph  4(a),  "permanent  disability"
shall be deemed to have  occurred  after one  hundred  twenty  (120) days in the
aggregate during any consecutive  twelve (12) month period, or after ninety (90)


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consecutive  days, during which one hundred twenty (120) or ninety (90) days, as
the case may be, the Executive,  by reason of his physical or mental  disability
or illness, shall have been unable to discharge his duties under this Employment
Agreement.  The date of permanent disability shall be such one hundred twentieth
(120th) or  ninetieth  (90th) day,  as the case may be. In the event  either the
Company or the Executive,  after receipt of notice of the Executive's  permanent
disability  from the other,  dispute that the Executive's  permanent  disability
shall  have  occurred,  the  Executive  shall  promptly  submit  to  a  physical
examination  by the chief of  medicine of any major  accredited  hospital in the
_______________,  area and,  unless  such  physician  shall  issue  his  written
statement  to the  effect  that in his  opinion,  based  on his  diagnosis,  the
Executive is capable of resuming his  employment  and devoting his full time and
energy to discharging  his duties within thirty (30) days after the date of such
statement, such permanent disability shall be deemed to have occurred.

                  (b)  In the event of a  termination  claimed by the Company to
be for "cause"  pursuant to Paragraph  4(a)(ii),  the  Executive  shall have the
right to have the justification  for said termination  determined by arbitration
in Washington, D.C., U.S.A. In order to exercise such right, the Executive shall
serve on the Company a written request for  arbitration  within thirty (30) days
after termination.  The Company  immediately shall request the appointment of an
arbitrator by the American  Arbitration  Association and thereafter the question
of  "cause"  shall be  determined  under the rules of the  American  Arbitration
Association,  and the decision of the  arbitrator  shall be final and binding on
both parties.  The parties shall use all  reasonable  efforts to facilitate  and
expedite the  arbitration and shall act to cause the arbitration to be completed
as promptly as possible.  During the pendency of the arbitration,  the Executive
shall continue to receive all  compensation and benefits to which he is entitled
hereunder,  and if at any time  during  the  pendency  of such  arbitration  the
Company fails to pay and provide all  compensation and benefits to the Executive
in a timely  manner,  the Company shall be deemed to have  automatically  waived
whatever rights it then may have had to terminate the Executive's employment for
cause.  If the  arbitrator  determines  that  the  Executive's  termination  was
effected  for  "cause,"  the  Executive  shall  reimburse  the  Company  for all
compensation and benefits received by him during the pendency of the arbitration
to which he is not entitled in accordance  with the first  sentence of Paragraph
4(c). Expenses of the arbitration shall be borne equally by the parties.

                  (c)  In the event of termination  for any of the  reasons  set
forth in subparagraph (a)(i) or (a)(ii) of this Paragraph 4, except as otherwise
provided  in  Paragraph  3(e),  the  Executive  shall be  entitled to no further
compensation  or other benefits under this  Employment  Agreement,  except as to
that portion of any unpaid salary and other  benefits  accrued and earned by him
hereunder up to and  including the effective  date of such  termination.  If the
Company   terminates  the   Executive's   employment   other  than  pursuant  to
subparagraph  4(a)(i) or 4(a)(ii) or the  Executive  terminates  his  employment
pursuant to subparagraph  2(c), all of the  compensation and benefits payable to
the  Executive  pursuant  to  this  Employment  Agreement  shall  be paid to the
Executive  for the remainder of the term of this  Employment  Agreement (as that
term is defined in subparagraph 2(a)).

         5.       Covenants and Confidential Information.

                  (a)  The Executive  acknowledges  the  Company's  reliance and
expectation of the Executive's continued commitment to performance of his duties
and responsibilities  during the term of this Employment Agreement.  In light of
such reliance and expectation on the part of the Company, at any time during and
after the term of this Employment Agreement),  the Executive shall not, directly
or indirectly, disclose, divulge, discuss, copy or otherwise use or suffer to be
used in any manner,  in  competition  with, or contrary to the interests of, the
Company,  any  confidential  information  relating to the Company's  operations,
properties or otherwise to its particular business or other trade secrets of the
Company,  it being  acknowledged  by the  Executive  that  all such  information


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regarding the business of the Company  compiled or obtained by, or furnished to,
the Executive while the Executive shall have been employed by or associated with
the Company is confidential  information and the Company's  exclusive  property;
provided, however, that the foregoing restrictions shall not apply to the extent
that such  information:  (A) is clearly  obtainable  in the public  domain,  (B)
becomes  obtainable in the public domain,  except by reason of the breach by the
Executive  of the  terms  hereof,  (C)  was not  acquired  by the  Executive  in
connection  with his  employment or  affiliation  with the Company,  (D) was not
acquired by the  Executive  from the Company or its  representatives,  or (E) is
required to be disclosed  by rule of law or by order of a court or  governmental
body or agency.

                  (b)  The Executive agrees and  understands  that the remedy at
law for any breach by him of this  Paragraph 5 will be  inadequate  and that the
damages  flowing from such breach are not readily  susceptible to being measured
in monetary terms. Accordingly,  it is acknowledged that, upon adequate proof of
the Executive's violation of any legally enforceable provision of this Paragraph
5, the Company shall be entitled to immediate injunctive relief and may obtain a
temporary order  restraining  any threatened or further breach.  Nothing in this
Paragraph 5 shall be deemed to limit the Company's  remedies at law or in equity
for any breach by the  Executive of any of the  provisions  of this  Paragraph 5
which may be pursued or availed of by the Company.

         6.       Representations and Warranties of the Company.

                  (a)  The Company  is a  corporation  duly  organized,  validly
existing and in good standing under the laws of the State of Nevada, and has all
requisite  corporate power and authority to enter into, execute and deliver this
Employment  Agreement,  fulfill its  obligations  hereunder and  consummate  the
transactions contemplated hereby.

                  (b)  The execution and delivery of, performance of obligations
under,  and  consummation of the  transactions  contemplated by, this Employment
Agreement  have been duly  authorized  and approved by all  requisite  corporate
action  by  or  in  respect  of  the  Company,  and  this  Employment  Agreement
constitutes the legally valid and binding obligation of the Company, enforceable
by the Executive in accordance with its terms.

                  (c)  No provision of the Company's governing  documents or any
agreement  to which it is a party or by which it is bound or of any material law
or  regulation  of the kind  usually  applicable  and  binding  upon the Company
prohibits  or limits  its  ability  to enter  into,  execute  and  deliver  this
Employment   Agreement,   fulfill  its  respective   obligations  hereunder  and
consummate the transactions contemplated hereby.

         7.       Miscellaneous.

                  (a)  The Executive  represents  and warrants  that he is not a
party  to any  agreement,  contract  or  understanding,  whether  employment  or
otherwise,  which would restrict or prohibit him from  undertaking or performing
employment  in  accordance  with the terms  and  conditions  of this  Employment
Agreement.

                  (b)  The provisions of this Employment Agreement are severable
and if any one or more  provisions  may be determined to be illegal or otherwise
unenforceable,  in whole or in part, the remaining  provisions and any partially
unenforceable   provision,  to  the  extent  enforceable  in  any  jurisdiction,
nevertheless shall be binding and enforceable.

                  (c)  The rights  and  obligations  of the  Company  under this
Employment Agreement shall inure to the benefit of, and shall be binding on, the
Company and its successors and assigns,  and the rights and  obligations  (other
than  obligations to perform  services) of the Executive  under this  Employment
Agreement  shall  inure to the  benefit  of,  and  shall be  binding  upon,  the
Executive and his heirs, personal representatives and assigns.


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                  (d)  Any controversy  or claim  arising  out of or relating to
this  Employment  Agreement,   or  the  breach  thereof,  shall  be  settled  by
arbitration in accordance with the Rules of the American Arbitration Association
then  pertaining  in  Washington,  D.C.,  U.S.A.,  and  judgment  upon the award
rendered by the  arbitrator  or  arbitrators  may be entered in any court having
jurisdiction  thereof.  The arbitrator or arbitrators shall be deemed to possess
the powers to issue mandatory  orders and restraining  orders in connection with
such arbitration;  provided,  however, that nothing in this Paragraph 7(d) shall
be  construed  so as to deny the  Company the right and power to seek and obtain
injunctive  relief in a court of equity for any breach or  threatened  breach by
the Executive of any of his covenants contained in Paragraph 5 hereof.

                  (e)  Any notice to be given  under this  Employment  Agreement
shall be  personally  delivered  in writing or shall have been deemed duly given
when  received  after it is posted in the United States mail,  postage  prepaid,
registered or certified, return receipt requested, and if mailed to the Company,
shall be  addressed  to its  principal  place of  business,  attention:  General
Counsel,  and if mailed to the Executive,  shall be addressed to him at his home
address  last known on the records of the Company,  or at such other  address or
addresses  as either the Company or the  Executive  may  hereafter  designate in
writing to the other.

                  (f)  The failure of either  party to enforce any  provision or
provisions of this  Employment  Agreement shall not in any way be construed as a
waiver of any such provision or provisions as to any future violations  thereof,
or prevent that party  thereafter  from enforcing each and every other provision
of this  Employment  Agreement.  The  rights  granted  the  parties  herein  are
cumulative  and the waiver of any single remedy shall not constitute a waiver of
such party's right to assert all other legal remedies  available to it under the
circumstances.

                  (g)  This Employment Agreement supersedes all prior agreements
and  understandings  between the  parties and may not be modified or  terminated
orally.  No modification,  termination or attempted waiver shall be valid unless
in  writing  and  signed  by the  party  against  whom the same is  sought to be
enforced.

                  (h)  This  Employment  Agreement  shall  be  governed  by  and
construed according to the laws of the State of Nevada, without giving effect to
applicable conflict of laws principles.

                  (i)  Where necessary or appropriate to the meaning hereof, the
singular and plural shall be deemed to include  each other,  and the  masculine,
feminine and neuter shall be deemed to include each other.

                            HOLTER TECHNOLOGIES HOLDING, AG

                            By: /s/ Dirk Brinkmann
                            ----------------------
                            Name:   Dirk Brinkmann
                            Title:  Executive Vice President

Date: October 25, 2000
----------------------

                            By: /s/ Dr. Heinrich W. Holter
                                 -----------------------------------
                                    PROF. DR. DR. HEINRICH W. HOLTER