EMPLOYMENT AGREEMENT

This employment agreement (this "Agreement") is entered into as of August 1,
2002 (the "Effective Date") between UNIVERSAL GUARDIAN CORPORATION, a Nevada
corporation, (the "Company"), and Michael J. Skellern ("Skellern") under the
following terms and conditions:

                                    RECITALS

WHEREAS, Skellern is the founder of the Company, the Board of Directors of the
Company desires to set forth the terms and conditions on which (i) the Company
shall employ Skellern, (ii) Skellern shall render services to the Company, and
(iii) the Company shall compensate Skellern for such services; and

WHEREAS, in connection with the continued employment of Skellern by the Company,
the Company desires to restrict Skellern right to compete with the business of
the Company;

WHEREAS, the parties acknowledge that Skellern abilities and services are unique
and essential to the prospects of the Company; and

WHEREAS, in light of the foregoing, the Company desires to continue to employ
Skellern as Chief Executive Officer of Universal Guardian Corporation and
Skellern desires to accept such employment.

NOW THEREFORES, in consideration of the mutual promises, covenants and
agreements set forth, the parties hereto agree as follows:

1.    EMPLOYMENT.

The Company hereby employs Skellern and Skellern hereby accepts employment with
the Company upon the terms and conditions hereinafter set forth.

2.    TERM.

The term of this Agreement (the "Term") shall be for a period commencing on the
Effective Date of this Agreement and shall continue for a period of 60 months
from the date thereof, unless sooner terminated as provided in Paragraph 6. Upon
expiration of this five (5) year period, the Agreement shall be renewed for
successive terms by mutual consent of the parties.


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3.    COMPENSATION.

      3.1   For all services rendered by Skellern under this Agreement, the
            Company shall pay Skellern a base salary of $195,000.00 per annum in
            monthly installments (the "Base Salary"). The amount of the Base
            Salary shall increase at a minimum compounded annual rate of %15
            through the balance of this agreement, and may be increased at any
            time by the approval of the Board of Directors of the Company. No
            such change shall in any way abrogate, alter, terminate or otherwise
            effect the other terms of this Agreement.

      3.2   In addition to the Base Salary, Skellern shall receive an annual
            incentive bonus equal to 3.5% of the Company's net profit before
            taxes ("Incentive Bonus").

      3.3   In addition to the Base Salary, the Company shall pay to Skellern an
            automobile allowance of $975 per month during the Term of this
            Agreement. Skellern shall pay all expenses relating to the use of an
            automobile in furtherance of business of the Company, including
            liability insurance, maintenance, repairs, gasoline and oil.

      3.4   In addition to the Base Salary, Skellern shall be entitled to paid
            vacation, paid health insurance for Skellern and family, paid life
            insurance in the amount of $2 million, paid mobile telephone expense
            and participation in retirement and investment programs if and when
            instituted by the Company.

      3.5   Skellern shall be reimbursed for all reasonable "out-of-pocket"
            business expenses for business travel and business entertainment
            incurred in connection with the performance of his duties under this
            Agreement (i) so long as such expenses constitute reasonable
            business-related expenses and conform with the Company travel and
            entertainment policies for the Chief Executive Officer and Chief
            Operating Officer of the Company. The reimbursement of Skellern
            business expenses shall be presented to and approved by the Company
            based on valid receipts and other appropriate documentation for such
            expenses on the approved expense report form.

      3.6   All compensation shall be subject to customary withholding tax and
            other employment taxes as are required with respect to compensation
            paid by a corporation to an employee.

4.    DUTIES AND RESPONSIBILITIES


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      4.1   Skellern shall, during the Term of this Agreement devote
            substantially all of his business time, activities, efforts,
            energies and skills to the business of the Company and any
            corporation controlled by the Company. For purposes of this
            Agreement, the term the "Company" shall mean the Company and all
            subsidiaries or affiliates.

      4.2   During the Term of this Agreement, Skellern shall serve as Chief
            Executive Officer.

      4.3   To induce the Company to enter into this Agreement, Skellern
            represents and warrants to the Company that (a) Skellern is not a
            party subject to any employment agreement with any other person,
            firm, company, corporation or other business entity, (b) Skellern is
            subject to no restraint, limitation or restriction by virtue of any
            agreement or arrangement, or by virtue of any law or rule of law
            otherwise, which would impair Skellern right or ability (i) to enter
            the employ of the Company, or (ii) to perform fully his duties and
            obligations pursuant to this Agreement and (c) to the best of the
            Executive's knowledge no material litigation is pending or
            threatened against any business or business entity owned or
            controlled by formerly owned or controlled by Skellern.

5.    RESTRICTIVE COVENANTS.

      5.1   Skellern acknowledges that he has a major responsibility for the
            executive management, development and growth of the Company's
            business, (ii) his work for the Company has brought him and will
            continue to bring him into close contact with confidential
            information of the Company and its customers, and (iii) the
            agreements and covenants contained in this Paragraph 5 are essential
            to protect the business interests of the Company and the Company
            will not enter into this Agreement but for such agreements and
            covenants. Accordingly Skellern covenants and agrees as follows:
            5.1(a) During the Term of this Agreement and thereafter, Skellern
            shall not other than in the performance of his duties, disclose to
            anyone any information about the affairs of the Company, including,
            without limitation, trade secrets, trade "know-how", inventions,
            customer lists, business plans, operational methods, pricing
            policies, marketing plans, sales plans, identity of suppliers or
            customers, sales, profits or other financial information, which is
            confidential to the Company or is not general known in the relevant
            trade, nor shall Skellern make use of any information for his own
            benefit. Any technique, method, process or technology used by the
            Company shall be considered a "trade secret" for the purposes of
            this Agreement. 5.1(b) Skellern hereby agrees that all know-how,
            documents, reports, plans, proposals, marketing and sales plans,
            client lists, client files and materials made by him or by the
            Company are the property of the Company and shall not be used by him
            in any way adverse to the Company's interests. Skellern hereby
            assigns to the Company any rights that he may have in any such trade
            secret or proprietary information.


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         5.2      If Skellern breaches, or threatens to commit a breach of
                  Paragraph 5.1 (the "Restrictive Covenants"), the Company shall
                  have the following rights and remedies, each of which shall be
                  enforceable, and each of which is in addition to, and not in
                  lieu of, any other rights and remedies available to the
                  Company at law or in equity. 5.2(a) Skellern acknowledges and
                  agrees that in the event of a violation or threatened
                  violation of any of the provisions of Paragraph 5, the Company
                  shall have no adequate remedy at law and shall therefore be
                  entitled to enforce each such provision by temporary or
                  permanent injunctive or mandatory relief obtained in any court
                  of competent jurisdiction without the necessity of proving
                  damages, posting any bond or other security, and without
                  prejudice to any other rights or remedies, which may be
                  available at law or in equity.

         5.3      If any of the Restrictive Covenants, or any part thereof, is
                  held to be invalid or unenforceable, the same shall not affect
                  the remainder of the covenant or covenants, which shall be
                  given full effect, without regard to the invalid or
                  unenforceable portions. Without limiting the generality of the
                  foregoing, if any of the Restrictive Covenants, or any part
                  thereof, is held to be unenforceable because of the duration
                  of such provision or the area covered thereby, the parties
                  hereto agree that the court making such termination shall have
                  the power to reduce the duration and/or area of such provision
                  and, in its reduced form, such provision shall then be
                  enforceable.

         5.4      The parties hereto intend to and hereby confer jurisdiction to
                  enforce the Restrictive Covenants upon the courts of any
                  jurisdiction within the geographical scope of such Restrictive
                  Covenants. In the event that the courts of any one or more of
                  such jurisdictions shall hold Restrictive Covenants wholly
                  unenforceable by reason of the breadth of such scope or
                  otherwise, it is the intention of the parties hereto that such
                  determination not bar or in any way affect the Company's right
                  to the relief provided above in the courts of any other
                  jurisdictions within the geographical scope of such
                  Restrictive Covenants, as to breaches of such covenants in
                  such other respective jurisdictions, the above covenants as
                  they relate to each jurisdiction being, for this purpose,
                  severable into diverse and independent covenants.


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6.    TERMINATION.

      6.1   The Company may terminate Skellern employment under this Agreement
            at any time for Cause. "Cause" shall exist for termination if
            Skellern (i) is adjudicated guilty of a felony by a court of
            competent jurisdiction, (ii) commits any act of fraud or intentional
            misrepresentation in connection with his employment by the Company,
            (iii) has, in the reasonable judgment of, and after good faith
            investigation by, the Company's Board of Directors, (a) engaged in
            serious and willful misconduct, which conduct has, or would if
            generally known, materially adversely affect the goodwill or
            reputation of the Company and conduct Skellern has not cured or
            altered to the satisfaction of the Board of Directors within to (10)
            days following written notice by the Board of Directors to Skellern
            regarding such conduct, or (b) willfully and intentionally failed to
            perform his duties as specified to him by the Board of Directors
            within thirty (30) days following written notice by the Board of
            Directors, or (iii) has made any material misrepresentation to the
            company under Paragraphs 4 and 5 hereof.

      6.2   If the Company terminates Skellern employment under this Agreement
            pursuant to the provisions of Paragraph 6.1 hereof, Skellern shall
            not be entitled to receive any compensation following the date of
            such termination

      6.3   Skellern employment may not be terminated by the Company "without
            cause". If Skellern's employment under this Agreement is so
            terminated, the Company shall make a lump sum cash payment to
            Skellern on the date of termination of an amount equal twice the
            remaining balance the contract's base salary provision and, (i) a
            prorate distribution of remaining bonuses, incentives, and/or stock
            distribution through the remaining balance the contract, and (ii)
            any unreimbursed expenses accruing to the date of termination. The
            Company shall also continue Skellern benefits through the severance
            Term.

      6.4   This Agreement shall automatically terminate on the last day of the
            month in which Skellern dies or becomes permanently incapacitated.
            "Permanent Incapacity" as used herein shall mean mental or physical
            incapacity, or both, reasonably determined by the Company's Board of
            Directors based upon a certification of such incapacity by, in the
            discretion of the Company's Board of Directors, either Skellern
            regularly attending physician or a duly licensed physician selected
            by the Company's Board of Directors, rendering Executive unable to
            perform substantially all of his duties hereunder and which appears
            reasonably certain to continue for at least six (6) consecutive
            months without substantial improvement. Skellern shall be deemed to
            have "become permanently incapacitated" on the date the Company's
            Board of Directors has determined that Skellern is permanently
            incapacitated and so notifies Skellern.


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      6.5   If Skellern employment is terminated for any reason (whether by
            Skellern or the Company) upon 30 days written notice by Skellern to
            the Company following a "Change in Control of the Company" (as
            defined below), Skellern shall be entitled to fully accelerate any
            remaining contract balance. For purposes of this Agreement, a
            "Change in Control of the Company" shall mean, at such time as the
            Company's Board of Directors becomes fully constituted (e.g., the
            number of directors reaches five (5), a cumulative changed in the
            identity of a majority (e.g., 51%) of the members of the Company's
            first fully constituted Board of Directors.

      6.6   Skellern may terminate his employment hereunder by giving the
            Company thirty (30) days prior written notice, which termination
            shall be effective on the 30th day following such notice. Voluntary
            termination shall entitle Skellern to all compensation, annual
            incentives and stock distribution for 60 days following the date of
            termination.

      6.7   At the Company's option, Skellern shall immediately leave the
            Company's premises on the date notice of termination is given by
            either Skellern or the Company. If the Company requests Skellern to
            leave the Company following notice under Paragraph 6.6, it shall
            fully compensate Skellern (salary and benefits) through the 90th day
            following the date of Skellern notice.

7.    MISCELLANEOUS.

      7.1   This Agreement is a personal contract, and the rights and interests
            of Skellern hereunder may not be sold, transferred, assigned,
            pledged or hypothecated except as otherwise expressly permitted by
            the provisions of this Agreement. Skellern shall not under any
            circumstances have any option or right to require payment hereunder
            otherwise than in accordance with the terms hereof. Except as
            otherwise expressly provided herein, Skellern shall not have any
            power of anticipation, alienation or assignment of payments
            completed hereunder, and all rights and benefits of Skellern shall
            be for the sole personal benefit of Skellern, and no other person
            shall acquire any right, title or interest hereunder by reason of
            any sale, assignment, transfer, claim or judgment or bankruptcy
            proceedings against Skellern; provided, however, that in the event
            of Skellern death, Skellern estate, legal representative or
            beneficiaries (as the case may be) shall have the right to receive
            all of the benefits that accrued to Skellern pursuant to, and in
            accordance with, the terms of this Agreement.


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8.    NOTICES.

      All notices, requests, demands and other communications provided for by
      this Agreement shall be in writing and (unless otherwise specifically
      provided herein) shall be deemed to have been given at the time when
      mailed in any general or branch United States Post Office, enclosed in a
      registered or certified postpaid envelope, addressed to the parties stated
      below or to such changed address as such party may have fixed by notice:

         To the Company:                    Universal Guardian Corporation
                                            2424 S.E. Bristol Street, Suite 330
                                            Newport Beach, CA 92660
                                            Attn: Board of Directors

         To Michael Skellern:               Michael J. Skellern
                                            260 Ambroise
                                            Newport Coast, CA 92657

9.    ENTIRE AGREEMENT.

      This Agreement supersedes any and all agreements, whether oral or written,
      between the parties hereto, with respect to the employment of Skellern by
      the Company and contains all of the covenants and Agreements between the
      parties with respect to the rendering of such services in any manner
      whatsoever. Each party to this Agreement acknowledges that no
      representations, inducements, promises or agreements, orally or otherwise,
      have been made by any party, or anyone acting on behalf of any party,
      which are not embodied herein, and that no other agreement, statement or
      promise with respect to such employment not contained in this Agreement
      shall be valid or binding. Any modification of this Agreement will be
      effective only if it is in writing and signed by the parties hereto.


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10.   PARTIAL INVALIDITY.

      If any provision in this Agreement is held by a court of competent
      jurisdiction to be invalid, void, or unenforceable, the remaining
      provisions shall nevertheless continue in full force and effect without
      being impaired or invalidated in any way.

11.   ATTORNEY'S FEES

      Should any litigation or arbitration be commenced between the parties
      hereto or their personal representatives concerning any provision of this
      Agreement or the rights and duties of any person in relation thereto, the
      party prevailing in such litigation or arbitration shall be entitled, in
      addition to such other relief as may be granted, to a reasonable sum as
      and for its or their attorneys' fees in such litigation or arbitration
      which shall be determined by the court or arbitration board.

12.   ARBITRATION

      The parties agree that any disputes arising under this Agreement may be
      resolved at the option of either party as in expeditious manner as
      possible through binding arbitration administered by the American
      Arbitration Association in the County or Orange, California, or such other
      place that is mutually agreed upon by the parties. Further, the parties
      hereby waive any objection based on personal jurisdiction, venue or forum
      non convenience in any arbitration or action brought under this paragraph.
      The decision and award rendered by the arbitrators shall be final and
      binding. Judgment upon the award may be entered in any court having
      jurisdiction thereof.

      Notwithstanding the first paragraph of this paragraph, any dispute
involving an amount that is less than or equal to the maximum jurisdictional
amount for small claims court, as may be amended, shall be brought in the small
claims court for the County of Orange, State of California, or such other place
that is mutually agreed upon by the parties.

13.   GOVERNING LAW.

      This Agreement will be governed by and construed in accordance with the
      laws of the State of California.

14.   BINDING NATURE.

      This Agreement shall be binding upon and insure to the benefit of the
      parties hereto and their respective representatives, heirs, successors and
      assigns.


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15.   WAIVER.

      No waiver of any of the provisions of this Agreement shall be deemed, or
      shall constitute a waiver of any other provision, whether or not similar,
      nor shall any waiver constitute a continuing waiver. No waiver shall be
      binding unless executed in writing by the party making the waiver.

16.   CORPORATE APPROVALS.

      The Company represents and warrants that the execution of this Agreement
      by its corporate officer named below has been duly authorized by the Board
      of Directors of the Company, it is not in conflict with any Bylaw or other
      agreement and will be a binding obligation of the Company, enforceable in
      accordance with its terms.

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

     THE COMPANY:                   UNIVERSAL GUARDIAN CORPORATION
                                    BOARD of DIRECTORS

                                    By:________________________________



                                    By: /s/ Michael J. Skellern
                                       ________________________________
                                       Michael J. Skellern


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