EXHIBIT 10.4
                     Employment Agreement of Sally A. Fonner

                              EMPLOYMENT AGREEMENT

         This Employment Agreement is made and entered into between Win or Lose
Acquisition Corporation., a Delaware corporation, having a place of business at
1268 Bayshore Boulevard, Dunedin, Florida 33698 (the "Company") and Sally A.
Fonner an individual having her principal residence at 1268 Bayshore Boulevard,
Dunedin, Florida 33698 (the "Employee").

         WHEREAS, the Company is a "blank check company" that has been organized
for the purpose of conducting a public offering of securities and then
negotiating a business combination with an unidentified privately held company;
and

         WHEREAS, the Employee has previously served as the sole officer and
director of five inactive and insolvent public shells that ultimately engaged in
business combination transactions with privately held companies; and

         WHEREAS, the Employee is the sole officer, director and stockholder of
Capston Network Company, a Delaware corporation that entered into an
"Administration and Marketing Agreement" with the Company on December 20, 2000
which was subsequently amended by an "Administration Agreement" dated July 16,
2001; and

         WHEREAS, the Employee has served as the Company's president and as the
administrative manager of its business affairs since December 20, 2000; and

         WHEREAS, the Company and Capston are desirous of terminating the
Administration Agreement and the Company is desirous of making appropriate
long-term arrangements for the management of its business affairs; and

         WHEREAS, the Company is desirous of retaining the Employee to perform
certain executive and administrative functions on the conditions set forth
herein for the entire term of this Agreement, and

         WHEREAS, in such capacity, the Employee will develop or have access to
all of the business methods and confidential information relating to the Company
and its business activities, its operational and financial matters, its
contemplated property acquisition plans, its personnel training and development
programs and its industry relationships.

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

1.       Employee Representations and Warranties. The Employee represents and
         warrants to the Company as follows:

       (a)    She is free to accept employment hereunder and has no prior or
              other obligations or commitments of any kind to anyone that would
              in any way hinder or interfere with her acceptance of, or the
              full, uninhibited and faithful performance of her duties under the
              terms of this Agreement, or the exercise of her best efforts as an
              executive officer of the Company;

       (b)    She is the sole officer, director and stockholder of Capston
              Network Company and in such capacity has all necessary corporate
              authority to agree to the termination of the Administration
              Agreement on the terms set forth herein;

       (c)    The termination of the Administration Agreement on the terms set
              forth herein has been approved by all necessary corporate action
              and such termination will not constitute a breach under any
              agreements to which the Employee or Capston is a party or
              otherwise give rise to any third-party claims against the
              Employee, Capston or the Company.
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         2. Termination of Administration Agreement. The "Administration and
Marketing Agreement" between Capston and the Company dated December 20, 2000, as
amended by the "Administration Agreement" dated July 16, 2001, is hereby
terminated in its entirety. In full and final settlement of the rights to
compensation specified in Article I of the Administration Agreement, the
Company's founders, John L. Petersen, Mark R. Dolan and Rachel A. Fefer have
each transferred to Sally A. Fonner, the individual designee of Capston, 125,000
shares of the Company's $0.001 par value common stock currently held by them. It
is acknowledged by the parties that the original cash purchase price of such
shares was $0.03 per share and that the aggregate cost of the shares transferred
to Ms. Fonner is $11,250, an amount which constitutes full and fair compensation
for the facilities provided and the services rendered the date of the original
Administration and Marketing Agreement and the date of this agreement.

         3. Employment and Duties. The Company shall employ the Employee as its
President, or in such other comparable executive capacity as the Board of
Directors of the Company shall specify from time to time. The Employee's initial
responsibilities shall include all of the duties and responsibilities of the
President as described in the By-laws of the Company, as the same may be amended
from time to time. Subject at all times to the supervision, direction and
control of the Company's board of directors, the Employee shall have all
necessary power and authority to (a) provide office facilities for the Company;
(b) administer the day-to-day operations of the Company during its search for an
acquisition Target; and (c) administer the accounting and reporting functions
during its search for an acquisition Target. In connection with the foregoing,
the Employee shall have all requisite power and authority to:

       (a)    Administer all of the Company's existing and proposed operations
              in accordance with applicable law and the provisions of this
              Agreement;

       (b)    Administer all of the Company's existing and proposed operations
              in a good and workmanlike manner;

       (c)    Keep the board of directors informed with respect to all matters
              that they are entitled to know under applicable law and such
              additional matters she deems to be important under the
              circumstances;

       (d)    Keep the stockholders informed of all matters that they are
              entitled to know under applicable law and all additional matters
              she deems to be important under the circumstances;

       (e)    Keep the Company's properties, if any, free from all liens and
              encumbrances occasioned by the operations contemplated hereby;

       (f)    Retain at the sole cost, risk and expense of the Company, such
              employees, experts and consultants as may be necessary or
              desirable under the circumstances;

       (g)    Maintain complete, correct and accurate books, records and
              accounts and furnish periodic reports to the board of directors in
              such detail as may be reasonably required to permit the Company to
              fully discharge its reporting obligations under the Exchange Act
              and other applicable law; and

       (h)    Make all information concerning the Company available for
              inspection by the board of directors, and the duly authorized
              representatives of the stockholders.

In addition, the Employee shall, from time to time, perform such other functions
and duties in connection with the business of the Company as the board of
directors may entrust or delegate to her.

         4. Conduct of Employee. During the entire Term of this Agreement, the
Employee shall devote as much time, effort, skill and attention to the affairs
of the Company as may be reasonably required under the circumstances. The
Employee will use her best efforts to promote the interests of the Company, and
will discharge her responsibilities in a diligent and faithful manner,
consistent with sound business practices. In furtherance of the foregoing:

       (a)    The Employee represents that her employment by the Company will
              not conflict with any obligations which she has to any other
              person, firm or entity. The Employee specifically represents that
              she has not brought to the Company (during the period before the
              signing of this Agreement)

<PAGE>

              and she will not bring to the Company any materials or documents
              of a former or present employer, or any confidential information
              or property of any other person, firm or entity.

       (b)    The Employee shall not, without disclosure to and approval of the
              Board of Directors of the Company, directly or indirectly, assist
              or have an active interest in (whether as a principal,
              stockholder, lender, employee, officer, director, partner,
              consultant or otherwise) in any person, firm, partnership,
              association, corporation or business organization, entity or
              enterprise that competes with or is engaged in a business which is
              substantially similar to the business of the Company except that
              ownership of not more than 5% of the outstanding securities of any
              class of any publicly-held corporation shall not be deemed a
              violation of this sub-paragraph 4(b).

       (c)    The Employee shall promptly disclose to the directors of the
              Company, in accordance with the Company's policies, full
              information concerning any interests, direct or indirect, she
              holds (whether as a principal, stockholder, lender, Employee,
              director, officer, partner, consultant or otherwise) in any
              business which, as reasonably known to the Employee purchases or
              provides services or products to, the Company or any of its
              subsidiaries, provided that the Employee need not disclose any
              such interest resulting from ownership of not more than 5% of the
              outstanding securities of any class of any publicly-held
              corporation.

       (d)    The Employee shall not disclose to any person or entity (other
              than to the Company's Board of Directors or to others as required,
              in her judgment, in the due performance of her duties under this
              Agreement) any confidential or secret information with respect to
              the business or affairs of the Company, or any of its subsidiaries
              or affiliates.

         Nothing in this Agreement shall be deemed to preclude the Employee from
participating in other business opportunities if and to the extent that (i) such
business opportunities are not directly competitive with or similar to the
business of the Company, and (ii) the Employee's activities with respect to such
opportunities do not have a material adverse effect on the performance of the
Employee's duties hereunder.

         5.       Conditions of Employment.

       (a)    Term of Employment. Unless terminated earlier in accordance with
              the provisions of this Agreement, the Company will employ the
              Employee for a period commencing on the effective date of its
              registration statement under the Securities Act of 1933 and
              terminating 17 months thereafter (the "Term"). Thereafter, this
              Agreement shall be renewable on such reasonable terms and for such
              periods as may be negotiated between the Employee and the Company.

       (b)    Place of Employment. The Employee shall work for the Company from
              her office in Dunedin, Florida. All expenses associated with the
              overhead, operation and maintenance of the Employee's office,
              including the cost of any required support staff, shall be paid by
              the Employee from her own funds. The Employee shall not be
              required during the Term of this Agreement to relocate from
              Dunedin, Florida to any other business location maintained by the
              Company although the Employee expressly agrees that regular travel
              shall be necessary as part of her duties.

       (c)    Ownership of Company Records and Reports. The Employee shall not,
              except in the performance of her duties hereunder, at any time or
              in any manner make or cause to be made any copies, pictures,
              duplicates, facsimiles, or other reproductions or recordings or
              any abstracts or summaries of any reports, studies, memoranda,
              correspondence, manuals, records, plans or other written or
              otherwise recorded materials of any kind whatever belonging to or
              in the possession of the Company, or of any subsidiary or
              affiliate of the Company, including but not limited to materials
              describing or in any way relating to the Company's business
              activities, its target evaluation and selection methods, its
              operational and financial matters, its contemplated acquisition
              plans, its personnel training and development programs and its
              industry relationships. The Employee shall have no right, title or
              interest in any such material, and the Employee agrees that,
              except in the performance of her duties hereunder, she will not,
              without the prior written consent of the Company remove any such
              material from any premises of the Company, or any subsidiary or
              affiliate of the Company, and immediately upon the termination of
              her employment for any reason whatsoever Employee shall return to
              the Company all such material in her possession.


<PAGE>



       (d)    Company's Trade Secrets. Without the prior written consent of the
              Company, the Employee shall not at any time (whether during or
              after her employment with the Company) use for her own benefit or
              purposes or for the benefit or purposes of any other person, firm,
              partnership, association, corporation or business organization,
              entity or enterprise, or disclose in any manner to any person,
              firm, partnership association, corporation or business
              organization, entity or enterprise, except in the performance of
              her duties hereunder, any trade secrets, or any information data,
              know-how or knowledge constituting trade secrets belonging to, or
              relating to the affairs of the Company, or any subsidiary, former
              subsidiary, or affiliate of the Company.

         6.       Compensation.  The Company shall  compensate  the Employee
for all services to be rendered by her during the Term as follows:

       (a)    The Employee shall receive a fixed fee of $1,000 per month during
              the initial term of this Agreement. Thereafter, the Executive's
              Salary shall be reviewed on an annual basis and the amount of such
              Salary shall be subject to renegotiation on the basis of the
              performance of the Executive and the performance of the Company.

       (b)    The Employee shall not directly or indirectly participate in any
              other or additional compensation plans unless the terms of such
              plans are fully described in a post effective amendment to the
              Company's registration statement.

       (c)    The Employee shall not directly or indirectly participate in any
              medial/hospitalization insurance and group life insurance plans
              unless the terms of such insurance plans are fully described in a
              post effective amendment to the Company's registration statement.

       (d)    During the Term of this Agreement, the Company will reimburse the
              Employee for all reasonable out-of-pocket business expenses
              incurred by her on behalf of the Company in the performance of her
              duties hereunder upon presentation of vouchers, receipts or other
              evidence of such expenses in accordance with the policies of the
              Company, and provided that the Employee shall incur no costs or
              expenses that exceed five hundred dollars without prior
              authorization of the board of directors.

       (e)    Notwithstanding any other provision of this Agreement, it is
              agreed that the Employee shall be entitled to receive such
              incentive bonuses and other benefits as may be granted by the
              board of directors from time to time, but only if the terms the
              terms of such incentive bonuses and other benefits are fully
              described in a post effective amendment to the Company's
              registration statement.

         7.       Termination of Employment.

       (a)    This Agreement and the compensation payable to Employee hereunder
              shall terminate and cease to accrue forthwith upon Employee's
              death.

       (b)    The Employee's employment under the terms of this Agreement may be
              terminated by the Company at any time, with or without cause, upon
              written notice to the Employee;

       (c)    If the Company terminates this Agreement without cause, the
              Employee shall be entitled to receive all of the cash compensation
              that would otherwise be payable to her during the initial term.

       (d)    If the Company terminates this Agreement for cause, however, the
              Employee's right to receive additional compensation shall
              forthwith terminate.

       (e)    As used herein, "cause" shall mean (i) any material failure by
              Employee to observe or perform her Agreements herein contained,
              (ii) any fraudulent or dishonest conduct in the performance of the
              Employee's duties and functions, (iii) any gross negligence or
              willful breach of the Employee's obligations under this Agreement,
              (iv) any intentional disregard of the policies and instructions
              established by the Board of Directors of the Company, or (v) any
              use of illegal or controlled substances.
<PAGE>

       (f)    The Employee's employment under the terms of this Agreement may be
              terminated by the Employee at any time, with or without cause,
              upon written notice to the Company. If the Employee terminates
              this Agreement without cause, however, the Employee's right to
              receive additional compensation shall forthwith terminate.

         8. Specific Performance. If any portion of this Agreement is found by a
court of competent jurisdiction to be too broad to permit enforcement of such
restriction to its full extent, then such restriction shall be enforced to the
maximum extent permitted by law, and the Employee hereby consents and agrees
that such scope may be judicially modified accordingly in any proceeding brought
to enforce such restriction. All provisions of this Agreement are severable, and
the unenforceability or invalidity of any single provision hereof shall not
affect any remaining provision. The Employee acknowledges and agrees that the
Company's remedy at law for any breach of any of her obligations hereunder would
be inadequate, and agrees and consents that temporary and permanent injunctive
relief may be granted in any proceeding that may be brought to enforce any
provision of this Agreement without the necessity of proof of actual damage and
without any bond or other security being required. Such remedies shall not be
exclusive and shall be in addition to any other remedy which the Company may
have.

         9.       Miscellaneous.

       (a)    The failure of a party to insist on any occasion upon strict
              adherence to any Term of this Agreement shall not be considered to
              be a waiver or deprive that party of the right thereafter to
              insist upon strict adherence to that Term or any other Term of
              this Agreement. Any waiver must be in writing.

       (b)    All notices and other communications under this Agreement shall be
              in writing and shall be delivered personally or mailed by
              registered mail, return receipt requested, and shall be deemed
              given when so delivered or mailed, to a party at such address as a
              party may, from time to time, designate in writing to the other
              party.

       (c)    This Agreement shall be assigned to and inure to the benefit of,
              and be binding upon, any successor to substantially all of the
              assets and business of the Company as a going concern, whether by
              merger, consolidation, liquidation or sale of substantially all of
              the assets of the Company or otherwise.

       (d)    This Agreement constitutes the entire Agreement between the
              parties regarding the above matters, and each party acknowledges
              that there are no other written or verbal Agreements or
              understandings relating to such subject matter between the
              Employee and the Company or between the Employee and any other
              individuals or entities other than those set forth herein. No
              amendment to this Agreement shall be effective unless it is in
              writing and signed by both the parties hereto.

       (e)    This Agreement shall be construed according to the laws of the
              State of Florida pertaining to Agreements formed and to be
              performed wholly within the State of Florida. In the event action
              be brought to enforce any provisions of this Agreement, the
              prevailing party shall be entitled to reasonable attorney's fees
              as fixed by the court. The Employee represents and warrants that
              she has reviewed this Agreement in detail with her legal and other
              advisors, as she considers appropriate, and that she fully
              understands the consequences to her of its provisions. The
              Employee is relying on her own judgment and the judgment of her
              advisors with respect to this Agreement and she understands that
              the Company is making no representations to her concerning taxes
              or any other matters respecting this Agreement.

       (f)    Any dispute between the parties to this Agreement shall be
              determined and settled by binding arbitration in Dunedin, Florida
              under the rules of the American Arbitration Association. Judgment
              on any award rendered by the arbitrators may be entered in any
              court having jurisdiction over the party adversely by such award.

       (g)    This Agreement may be executed in any number of counterparts, each
              of which shall be deemed to be an original for all purposes
              hereof.

         IN WITNESS WHEREOF, the parties hereto have set their hands on this
28th day of December 2001.

       WIN OR LOSE ACQUISITION CORPORATION        SALLY A. FONNER





By:
       -------------------------------            ----------------------------
       Mark R. Dolan,
       Executive Vice President