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                                                                    Exhibit 10.4

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         THIS AGREEMENT (this "Agreement") is entered into on this 4th day of
January, 2001, amends and restates the Original Employment Agreement dated April
1, 2000, by and between BIOMED RESEARCH TECHNOLOGIES, Inc. a Delaware
corporation (COMPANY), and STEVEN L ROSNER or his corporate assignee(s) jointly,
(hereinafter referred to as "EMPLOYEE").

                                    RECITALS

         WHEREAS, COMPANY does cutting edge research in the biomedical field of
which EMPLOYEE is a principal shareholder and,

         WHEREAS, COMPANY desires to employ EMPLOYEE and EMPLOYEE desires to
serve the COMPANY as the COMPANY's Executive Vice President, COO and,

         WHEREAS, EMPLOYEE's services for and on behalf of the COMPANY are of
material importance to the enhancement of the value of the COMPANY's business.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein set forth, and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the COMPANY and EMPLOYEE do hereby
agree as follows:

         1.       EMPLOYMENT

                  COMPANY hereby employs EMPLOYEE in its business as Executive
                  Vice President and COO and EMPLOYEE hereby accepts such
                  employment, all upon the terms and conditions hereinafter set
                  forth.

         2.       TERM

                  Unless sooner terminated pursuant to the provisions of this
                  Agreement the term of employment under this Agreement shall be
                  for a five (5) years commencing April 1, 2000 ("Employment
                  Period"). The Employment Period shall be automatically renewed
                  for succeeding terms of one (1) year ("Successive Employment
                  Period") unless either party gives written notice of his
                  intention not to renew said Agreement to the other party, at
                  least one-hundred-eighty (180) days prior to the end of the
                  initial five-year term, or any extended term.

         3.       DUTIES

                  3.1      During the Employment Period EMPLOYEE shall serve in
                           the Office of Executive Vice President, COO and
                           perform appropriate executive services




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                           for the COMPANY in accordance with the historical
                           nature and scope of duties performed by EMPLOYEE as
                           Executive Vice President, COO of BIOMED RESEARCH
                           TECHNOLOGIES, Inc.

                  3.2      EMPLOYEE shall be entitled to make ALL normal
                           executive level management decisions of the COMPANY
                           that involve matters within the COMPANY's usual
                           course of business and are duties customary for the
                           EMPLOYEE in his or her capacity of Executive Vice
                           President, and COO. EMPLOYEE's authority to manage
                           the COMPANY shall be subject to review and direction
                           from his or her immediate manager, if any, or by the
                           Board of Directors of the COMPANY. Compensation paid
                           to EMPLOYEES of the COMPANY shall be at industry
                           standards. Bonuses, if any, for said EMPLOYEES shall
                           be based on the individual EMPLOYEE's performance and
                           tied to a formula adopted by the COMPANY's Board of
                           Directors.

                  3.3      During the term of this Agreement, although EMPLOYEE
                           is involved in managing other businesses, EMPLOYEE
                           shall devote primarily majority of his time, energy,
                           and skill to the service of the COMPANY and the
                           promotion of COMPANY'S interests, and shall use his
                           best efforts in the performance of his services
                           hereunder. EMPLOYEE agrees to abide by all rules and
                           regulations established from time to time by the
                           Board; and all commissions, fees or other income
                           earned and received by EMPLOYEE, if any, in
                           furtherance of the business of COMPANY, or its
                           affiliates or from any other business or financial
                           opportunity or endeavor in which EMPLOYEE is an
                           active participant and not a passive investor, shall
                           be accepted by EMPLOYEE for the account of COMPANY,
                           and shall be remitted to COMPANY within three (3)
                           days of EMPLOYEE's receipt thereof.

                  3.4      EMPLOYEE may, if elected, without additional
                           compensation, unless expressly approved by the Board
                           of Directors of the COMPANY, serve as a director of
                           the COMPANY.

                  3.5      The services of EMPLOYEE shall be rendered in such
                           places and localities as the COMPANY may require from
                           time to time, and he shall do such traveling on
                           behalf of the COMPANY as may reasonably be required
                           consistent with the historical requirements of the
                           office of Executive Vice President, COO of the
                           COMPANY.

                  3.6      EMPLOYEE shall comply with all COMPANY policies for
                           the EMPLOYEES; as such policies may exist from time
                           to time.




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         4.       COMPENSATION

                  4.1      The COMPANY will compensate and pay EMPLOYEE for his
                           services during the term of this Agreement a base
                           salary of $250,000 per year ("Base Salary"). The Base
                           Salary shall be paid to EMPLOYEE at no less than
                           monthly intervals in accordance with the current
                           normal payroll policies of which policies may be
                           changed by COMPANY from time to time with inclusion
                           of cost of living adjustment on a mutually acceptable
                           terms. All compensation paid to EMPLOYEE shall be
                           subject to all appropriate withholding taxes.

                  4.2      EMPLOYEE shall be entitled to a bonus annually equal
                           to no less than one and a half (1.5%) percent of the
                           net profits of the COMPANY calculated without taking
                           into account any kind of distribution to the
                           subsidiaries of the COMPANY. Net Profits shall be
                           defined according to Generally Accepted Accounting
                           Principles. EMPLOYEE may elect to take this bonus in
                           any combination of cash and stock. Computation of
                           stock is based on the Board of Directors approved
                           Stock Option Plan.

                  4.3      Compensation for each Successive Employment Period
                           shall be determined, within thirty (30) days of the
                           expiration of the Employment Period or each
                           Successive Employment Period, through good faith
                           negotiations between COMPANY and EMPLOYEE. Should the
                           parties hereto fail to agree upon a mutually
                           acceptable compensation package, the compensation in
                           effect for the immediately proceeding period shall
                           continue until the parties hereto agree on its
                           modification.

                  4.4      Sign in Bonus. EMPLOYEE shall be entitled to receive
                           600,000 shares of common stock of COMPANY which shall
                           vest 12 months from execution of this agreement.

         5.       DEATH

                  5.1      In the event of the death of EMPLOYEE during the term
                           of this Agreement, COMPANY shall pay to the Estate of
                           EMPLOYEE the amount to which EMPLOYEE would have been
                           entitled to receive for the lesser of (a) salary for
                           the remaining of five (5) year period, or (b) salary
                           for the remaining period of this Agreement; in
                           regular monthly payments for the term that remains on
                           this Agreement to commence three (3) months after the
                           death of EMPLOYEE.

                  5.2      There shall be deducted from the amounts paid to
                           EMPLOYEE pursuant to Section 4.1, above, the amount
                           actually paid to EMPLOYEE's designated beneficiary,
                           as proceeds of life insurance, if any, which the
                           COMPANY may have instituted on behalf of EMPLOYEE, as
                           set forth under Section 7 (the "Term of The
                           Insurance").





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         6.       DISABILITY

                  6.1      In the event of disability of EMPLOYEE (whether
                           temporary or permanent) to render services hereunder
                           during the term hereof, and so long as such
                           disability continues, EMPLOYEE shall continue to
                           receive his full compensation during the period of
                           such disability for a remaining unpaid period of this
                           Agreement, or until the termination of this Agreement
                           as defined in Section 9 herein, whichever first
                           occurs.

                  6.2      There shall be deducted, from the amounts paid to
                           EMPLOYEE hereunder during any period of disability,
                           any amounts actually paid to EMPLOYEE pursuant to any
                           disability insurance or other similar program, which
                           the COMPANY has instituted or may institute on behalf
                           of its EMPLOYEES.

         7.       PARTICIPATION IN PLANS AND BENEFITS

                  During the term of this Agreement, EMPLOYEE will be entitled
                  to participate in and receive the benefits of all plans,
                  benefits and privileges given to EMPLOYEES and executives of
                  the COMPANY, whether now established or granted or which may
                  come into existence hereafter, including, without limitation,
                  the following:

                  7.1      COMPANY agrees to provide medical and dental services
                           or reimbursement for such expenses to EMPLOYEE and or
                           members of his immediate family. Such medical plan
                           shall be comparable to the benefits provided under a
                           comprehensive medical plan approved by the Board of
                           Directors.

                  7.2      Upon the Board of Directors approval, COMPANY agrees
                           to secure term life insurance on the life of
                           EMPLOYEE, which is in effect at the time of execution
                           of this Agreement. COMPANY agrees to pay all premiums
                           on the policy during the term of employment provided
                           herein. The term of life insurance should equate no
                           less than three (3) times the EMPLOYEE's annual
                           salary.

                  7.3      Upon the Board of Directors approval, the COMPANY
                           shall continue disability insurance for EMPLOYEE,
                           which is in effect at the time of execution of this
                           Agreement, and which shall remain in effect during
                           the term of this Agreement.

                  7.4      EMPLOYEE shall be entitled to a two (2) week of
                           annual vacation without reduction of EMPLOYEE's
                           compensation. EMPLOYEE shall be entitled to such
                           additional time of not less than seven (7)
                           non-consecutive days per annum without loss of
                           compensation for attendance at meetings, conventions,
                           and postgraduate courses as the Board of Directors of
                           COMPANY shall, from time to time determine. Vacation
                           days must be used during the calendar year and may
                           not be accumulated. Each year of




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                           employment shall add an additional week of paid
                           vacation, which shall not exceed six (6) weeks.

                  7.5      EMPLOYEE shall be entitled to twelve (12)
                           non-consecutive days per annum absence due to
                           sickness without reduction of EMPLOYEE's
                           compensation. Sick days must be used during the
                           calendar year and may not be accumulated.

                  7.6      EMPLOYEE shall also receive such other benefits,
                           fringe benefits and entitlements as is usual and
                           customary for COMPANY to supply an EMPLOYEE of like
                           status and position according to COMPANY's
                           established policies on employment, as can be
                           reasonably provided, and consistent with the term of
                           employment contemplated under this Agreement.

                  7.7      In the event that the parties do not reach agreement
                           on a successor employment agreement on such terms
                           that are mutually agreeable, and as a result of the
                           EMPLOYEE ceases to be employed by the COMPANY, the
                           COMPANY shall pay the EMPLOYEE severance pay equal to
                           the EMPLOYEE's base salary and COMPANY performance
                           adjustment due pursuant to this Agreement for a
                           period of 36 months after the EMPLOYEE leaves the
                           COMPANY's employ.

                  7.8      In the event that EMPLOYEE is terminated without
                           cause and as a result the EMPLOYEE ceases to be
                           employed by the COMPANY, the COMPANY shall pay the
                           EMPLOYEE severance pay equal to the EMPLOYEE's base
                           salary and COMPANY performance adjustment due
                           pursuant to this Agreement for a period of 36 months
                           after the EMPLOYEE leaves the COMPANY's employ.

         8.       EXPENSES

                  The COMPANY shall reimburse EMPLOYEE or otherwise provide for
                  or pay for all reasonable expenses incurred by EMPLOYEE in
                  furtherance or in connection with the business of the COMPANY
                  and its subsidiaries, including, without limitation,
                  automobile and traveling expenses, and all reasonable
                  entertainment expenses. EMPLOYEE agrees that he will furnish
                  the COMPANY'S adequate records and other documents bearing
                  evidence required by state and federal statutes and
                  regulations issued by the appropriate taxing authorities for
                  the substantiation of each such business expense as a
                  deduction on the federal and state income tax returns of the
                  COMPANY. If EMPLOYEE pays for such expenses in the first
                  instance, the COMPANY will reimburse him. The COMPANY shall
                  issue to the EMPLOYEE a corporate American Express card for
                  use in connection with expenses incurred in connection with
                  the performance of this Agreement.




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         9.       TERMINATION

                  9.1      COMPANY SHALL HAVE THE ABSOLUTE RIGHT TO TERMINATE
                           THIS AGREEMENT ON THE OCCURRENCE OF ANY OF THE
                           FOLLOWING EVENTS:

                           9.1.1    Whenever COMPANY and EMPLOYEE shall MUTUALLY
                                    agree to terminate in writing.

                           9.1.2    Whenever the Board of Directors of COMPANY
                                    determines that cause (as defined in Section
                                    9.4 herein) exists for the termination of
                                    EMPLOYEE or COMPANY allows EMPLOYEE to
                                    resign in lieu of termination.

                           9.1.3    Upon the death of EMPLOYEE.

                           9.1.4    If EMPLOYEE shall suffer temporary or
                                    permanent disability. For purposes of this
                                    Agreement, "Disability" shall be defined as
                                    EMPLOYEE's inability, through physical or
                                    mental illness or other cause, to perform
                                    the majority of his usual duties for a
                                    period of six (6) months, or as may be
                                    defined in a valid disability insurance
                                    policy, whichever definition is less
                                    restrictive.

                           9.1.5    Upon the retirement of EMPLOYEE at age of
                                    Seventy (70) or at any age thereafter.

                           9.1.6    Inability to perform assigned duties as
                                    defined and expected by the COMPANY's Board
                                    of Directors.

                  9.2      EMPLOYEE shall have the absolute right to terminate
                           this Agreement upon thirty (30) days prior written
                           notice by EMPLOYEE to the COMPANY.

                  9.3      Upon termination for any of the foregoing causes,
                           EMPLOYEE shall be entitled to receive only the
                           compensation accrued, but unpaid, as of the date of
                           termination and shall not be entitled to additional
                           compensation except as expressly provided in this
                           Agreement.

                  9.4      The COMPANY may immediately terminate this Agreement
                           for cause by written notice to the EMPLOYEE for any
                           of the following reasons: theft, fraud, embezzlement,
                           dishonesty, or any material breach of this Agreement.
                           In the event that the COMPANY terminates the EMPLOYEE
                           for just cause the COMPANY shall not be liable to
                           make any further payments under this Agreement except
                           for amounts due at the time of such termination.

                  9.5      The COMPANY may terminate this Agreement without
                           cause upon thirty (30) day written notice to the
                           EMPLOYEE. In the event of a without cause termination
                           by the COMPANY, the EMPLOYEE shall receive his salary
                           and




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                           all other benefits provided herein for the duration
                           of the Agreement. In addition, the EMPLOYEE shall
                           thereafter receive severance benefits in accordance
                           with Section 9.1.

         10.      BUSINESS RECORDS; SURRENDER

                  10.1     All business and financial records pertaining to
                           customers of the COMPANY, including but not limited
                           to books, software, records, memoranda, orders,
                           invoices, list of customers, billings and payment of
                           billings and all records pertaining to compensation
                           and expenses of EMPLOYEE within the scope of
                           employment shall at all times be the property of the
                           COMPANY.

                  10.2     Upon the termination of the EMPLOYEE's employment
                           hereunder, for any reason whatsoever, and in addition
                           to such other actions as may be reasonably required
                           by Employer, the EMPLOYEE agrees to surrender to the
                           Employer, in good condition, any record or records
                           kept by him containing the names, addresses, and
                           other information with regard to customers or
                           potential customers of Employer which have been
                           served or solicited by the EMPLOYEE.

         11       MERGER, TRANSFER, DISSOLUTION OR CHANGE OF CONTROL

                  Except as provided in Section 12, this Agreement shall not be
                  terminated by:

                  11.1     merger or consolidation where COMPANY is not the
                           consolidated or surviving corporation;

                  11.2     transfer of all or substantially all of the assets of
                           COMPANY;

                  11.3     change of control of COMPANY as described in Section
                           12;

                  11.4     in the event, EMPLOYEE may elect at his/her own
                           option to terminate this agreement within thirty (30)
                           days written advanced notice.

                  In the event of any such merger, consolidation, transfer of
                  assets or change of control of COMPANY, the surviving or
                  resulting corporation or the transferee of COMPANY's assets
                  shall be bound by, and shall have the benefit of, the
                  provisions of this Agreement.

         12.      CHANGE IN CONTROL

                  12.1     Notwithstanding anything contained in this Agreement
                           to the contrary, for the purposes of this Agreement,
                           a "change in control of COMPANY" shall mean the
                           occurrence of any of the following events:





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                           12.1.1   any "person" (as that term is used in
                                    Sections 13(d) and 14(d) of the Securities
                                    Exchange Act of 1934, as amended ("Exchange
                                    Act")), who holds less than 20% of the
                                    combined voting power of the securities of
                                    the COMPANY, becomes the "beneficial owner"
                                    (as defined in Rule 13d-3 under the Exchange
                                    Act), directly or indirectly, of securities
                                    of COMPANY representing twenty-five percent
                                    or more of the combined voting power of the
                                    securities of COMPANY then outstanding; or

                           12.1.2   during any period of twenty-four (24)
                                    consecutive months, individuals who at the
                                    beginning of such period constitute all
                                    members of the Board of Directors of COMPANY
                                    shall cease, for any reason, to constitute
                                    at least a majority of the Directors, unless
                                    the election of each Director who was not a
                                    Director at the beginning of the period was
                                    approved by a vote of at least two-thirds of
                                    the Directors then still in office who were
                                    Directors at the beginning of the period; or

                           12.1.3   COMPANY shall consolidate or merger with
                                    another company and COMPANY is the
                                    continuing or surviving corporation, or
                                    shares of COMPANY's common stock are
                                    converted into cash, securities, or other
                                    property, other than a merger of COMPANY in
                                    which the holders of the COMPANY's common
                                    stock immediately prior to the merger have
                                    the same proportionate ownership of common
                                    stock of the surviving corporation
                                    immediately after the merger as they had in
                                    COMPANY immediately prior to the merger; or

                           12.1.4   COMPANY shall sell, lease, exchange, or
                                    otherwise transfer all or substantially all
                                    of its assets (in one transaction or in a
                                    series of related transactions); or

                           12.1.5   the stockholders of COMPANY shall approve a
                                    plan or proposal for the liquidated or
                                    dissolution of COMPANY.

                  12.2     EMPLOYEE shall have the right to resign from the
                           employ of COMPANY at any time after a change in
                           control of COMPANY. If EMPLOYEE resigns within two
                           years of such a change in control, he shall be
                           entitled to the payment provided in Section 12.3.

                  12.3     If EMPLOYEE resigns from the employ of COMPANY within
                           two years of a change in control of COMPANY, or if
                           COMPANY terminates this Agreement after a change in
                           control of COMPANY for any reason other than
                           substantial cause, then the following provisions of
                           this Section 12 shall apply:

                         12.3.1   in lieu of any further salary payments to
                                  EMPLOYEE for periods subsequent to the date of
                                  the termination of his employment,




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                                  COMPANY shall pay to EMPLOYEE, in a lump sum
                                  and in cash, as liquidated damages, an amount
                                  equal to the sum of:

                                  (i)      the greater of (I) three years' base
                                           salary, or (II) the base salary due
                                           to EMPLOYEE for the remaining term of
                                           this Agreement, in either case at the
                                           greater of the rate in effect at the
                                           date of the change in control of
                                           COMPANY or at the date of
                                           termination; plus

                                  (ii)     an amount equal to a multiple of two
                                           (2) times the largest total of the
                                           bonuses previously paid in any one
                                           year by COMPANY to EMPLOYEE pursuant
                                           to the provisions of Section 4.2
                                           hereof.

                         12.3.2   COMPANY shall maintain in full force and
                                  effect until the expiration of the term of
                                  this Agreement, at its expense, all group
                                  insurance and other EMPLOYEE benefit plans
                                  (including, without limitation, qualified
                                  profit-sharing and retirement type plans) in
                                  which EMPLOYEE was entitled to participate
                                  prior to the date of his termination, provided
                                  that EMPLOYEE's continued participation is
                                  possible under the terms of such plans. If
                                  EMPLOYEE's continued participation under such
                                  plans is not possible, COMPANY shall arrange
                                  to provide EMPLOYEE with alternative benefits
                                  substantially similar to those provided under
                                  the group insurance and EMPLOYEE benefit plans
                                  of COMPANY in which EMPLOYEE was participating
                                  prior to the date of his termination.

                         Any payment due to EMPLOYEE pursuant to the provisions
                  of this Section 12.3 shall be paid to him by COMPANY on the
                  fifth day following the date of EMPLOYEE's termination.

                  12.4     For purposes of the remaining provisions of this
                           Section 12 the following terms shall have the
                           following meanings:

                           12.4.1   The term "Code" shall mean the Internal
                                    Revenue Code of 1986, as amended; and any
                                    references to sections thereof shall include
                                    any successor provisions of the Code or of
                                    any future income tax laws enacted as
                                    successors to the Code;

                           12.4.2   The term "Excise Tax" shall mean the tax
                                    imposed by Section 4999 of the Code;

                           12.4.3   The term "Gross-Up Payment" shall mean the
                                    payment referred to in subsection 12.5 of
                                    this Section 12.





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                           12.4.4   The term "Section 12 Payments" shall mean
                                    all payments to which EMPLOYEE shall become
                                    entitled under the provisions of this
                                    Section 12.

                           12.4.5   The term "Other Payments" shall mean any
                                    payments or benefits, other than the Section
                                    12 Payments, received or to be received by
                                    EMPLOYEE in connection with a change in
                                    control of COMPANY, or in connection with
                                    EMPLOYEE's termination of employment, and
                                    which are payable pursuant to the terms of
                                    any plan, arrangement, or agreement (other
                                    than this Agreement) with COMPANY, with
                                    COMPANY's successors, with any person whose
                                    actions result in a change in control of
                                    COMPANY, or with any person affiliated
                                    either with COMPANY or with any person whose
                                    actions result in a change in control of
                                    COMPANY.

                  12.5     If EMPLOYEE becomes entitled to any payments under
                           this Section 12 and if the Section 12 Payments or any
                           Other Payments will be subject to the Excise Tax,
                           then COMPANY shall pay to EMPLOYEE an additional sum
                           (the "Gross-Up Payment") sufficient to provide
                           EMPLOYEE with a net amount equal to the sum of the
                           Section 12 and the Other Payments, after deduction of
                           any Excise Tax on such Payments and after deduction
                           of any federal, state, or local income taxes, and of
                           any Excise Tax, upon the Gross-Up Payment. The amount
                           due from COMPANY under this Section 12.5 shall be
                           paid to EMPLOYEE within five days of the date of
                           EMPLOYEE's termination.

                  12.6     The following rules shall apply for the purpose of
                           determining whether any of the Section 12 Payments or
                           any of the Other Payments will be subject to the
                           Excise Tax and for the purpose of computing the
                           amount of any such Excise Tax:

                           12.6.1   The value of any benefits payable to
                                    EMPLOYEE in any form other than cash, and
                                    the value of any deferred payments or
                                    benefits due to EMPLOYEE from COMPANY, shall
                                    be determined by COMPANY's independent
                                    auditors in accordance with the provisions
                                    of Section 280G(d)(3) of the Code.

                  12.7     For purpose of determining the amount of the Gross-Up
                           Payment:

                           12.7.1   EMPLOYEE shall be deemed to be subject to
                                    state and local income taxes at the highest
                                    marginal rate of taxation in the state and
                                    locality of EMPLOYEE's principal residence
                                    on the date of his termination; and

                           12.7.2   EMPLOYEE shall be deemed to be subject to
                                    federal income taxes at the highest marginal
                                    rate of federal income taxation in the
                                    calendar year in which the Gross-Up Payment
                                    is due (net of the maximum




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                           reduction in federal income taxes which EMPLOYEE can
                           obtain from deduction of the state and local taxes
                           described in the preceding clause).

                  12.8     If the Excise Tax is determined to exceed the amount
                           taken into account under the provisions of this
                           Section 12 at the time of the termination of EMPLOYEE
                           (including by reason of any payment, the existence or
                           the amount of which could not be determined at the
                           time of the Gross-Up Payment), COMPANY shall make an
                           additional Gross-Up Payment in respect of such excess
                           and in respect of any interest payable with respect
                           to such excess, at the time that the amount of such
                           excess is finally determined.

                           12.8.1   EMPLOYEE shall not be required to mitigate
                                    the amount of any payment provided for in
                                    this Section 12 by seeking other employment
                                    or otherwise; and the amount of any payment
                                    provided for in this Section 12 shall not be
                                    reduced by any compensation earned by
                                    EMPLOYEE, either as the result of employment
                                    by any other employer after the date of his
                                    termination of employment with COMPANY or
                                    otherwise.

        13.       COMPANY'S AUTHORITY

                  EMPLOYEE agrees to observe and comply with the rules and
                  regulations of COMPANY as adopted by COMPANY's Board of
                  Directors, which are not inconsistent with his sole discretion
                  to manage the operations of the COMPANY, communicated in
                  writing, respecting performance of his duties, and to carry
                  out and perform orders, directions, and policies stated by
                  COMPANY to him, from time to time, communicated in writing.

        14.       INDEMNIFICATION OF LOSSES OF EMPLOYEE

                  COMPANY shall, to the maximum extent permitted by law,
                  indemnify EMPLOYEE against expenses (including reasonable
                  attorney's fees), judgments, fines, settlements, and other
                  amounts actually and reasonably incurred in connection with
                  any proceedings arising by reason of the fact that EMPLOYEE
                  is, or was, an employee, officer or agent of COMPANY. COMPANY
                  shall advance to EMPLOYEE expenses incurred in defending any
                  such proceedings to the maximum extent permitted by law.
                  COMPANY's obligations under this Section shall not cease upon
                  termination of this Agreement. EMPLOYEE may select legal
                  counsel, at his sole discretion, to represent him in any such
                  proceedings.

        15.       MISCELLANEOUS

                  15.1     Any and all notices, demands, requests or other
                           communication required or permitted by this Agreement
                           or by law to be served on, given to, or delivered to
                           any party hereto by any other party to this Agreement
                           shall be in writing and




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                           shall be deemed duly served, given, or delivered when
                           personally delivered to the COMPANY or to an officer
                           of the COMPANY, or in lieu of such personal delivery,
                           when deposited, in the United States mail, registered
                           or certified mail, addressed to the COMPANY, at the
                           address of its principal office located at 10150
                           Highland Manor Drive, Suite 200, Tampa, FL 33610 or
                           to the EMPLOYEE at the address then appearing for him
                           on the books and records of the COMPANY. The COMPANY
                           may change the address of its principal office in the
                           manner required by law for purposes of this paragraph
                           by giving notice to the change, in the manner
                           required by this paragraph, to the respective
                           parties.

                  15.2     Notwithstanding anything to the contrary contained
                           herein, the payment or obligation to pay any money,
                           or granting of any rights or privileges, to the
                           EMPLOYEE as provided in this Agreement shall not be
                           in lieu or in derogation of the rights and privileges
                           that the EMPLOYEE now has under any plan or benefit
                           presently outstanding.

                  15.3     This Agreement may not be modified, changed, amended,
                           or altered except in writing signed by the EMPLOYEE
                           or his duly authorized representative, and by a duly
                           authorized officer of the COMPANY.

                  15.4     This Agreement shall be interpreted in accordance
                           with the laws of the State of Florida without
                           application of its conflict of law provisions. It
                           shall inure to the benefit of and be binding upon the
                           COMPANY, and its successors and assigns.

                  15.5     EMPLOYEE shall not assign his rights and/or
                           obligations hereunder.

                  15.6     Should any litigation be commenced between the
                           parties to this Agreement concerning any provision of
                           this Agreement, the party prevailing in such
                           litigation shall be entitled, in addition to such
                           other relief as may be granted, to a reasonable sum
                           as and for his attorney's fees in such litigation
                           which shall be determined by the Court in such
                           litigation or in a separate action brought for that
                           purpose.

                  15.7     An original copy of this Agreement duly executed by
                           the COMPANY and by the EMPLOYEE shall be delivered to
                           the governing body of the COMPANY and be maintained
                           by it at the principal office of COMPANY available
                           for inspection only by consent of the EMPLOYEE.

                  15.8     Should any provision or portion of this Agreement be
                           held unenforceable or invalid for any reason, the
                           remaining provisions and portions of this Agreement
                           shall be unaffected by such holding, subject to such
                           invalidity not rendering the balance of the Agreement
                           to be inconsistent with the original intent of the
                           parties as evidenced by the terms of this Agreement.




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<PAGE>

                  15.9     This instrument constitutes the entire understanding
                           and Agreement of the parties hereto respecting the
                           subject of this Agreement and supersedes all prior
                           agreements, promises, negotiations, or
                           representations (if any) concerning its subject
                           matter not expressly set forth in this Agreement are
                           of no force and effect.

                  15.10    This Agreement and any certificates made pursuant
                           hereto, may be executed in any number of counterparts
                           and when so executed all of such counterparts shall
                           constitute a single instrument binding upon all
                           parties hereto notwithstanding the fact that all
                           parties are not signatory to the original or to the
                           same counterpart.

                  15.11    This Article and Section headings used in this
                           Agreement are for reference purposes only, and should
                           not be used in construing this Agreement.

                  15.12    As used in this Agreement, the masculine gender shall
                           include the feminine and neuter, and singular number
                           shall include the plural, and vice versa.

                  15.13    Time is of the essence of this Agreement.

                  15.14    The Effective Date of this Agreement commences on
                           April 1st, 2000.

                  15.15    The failure or delay of COMPANY at any time to
                           require performance by EMPLOYEE of any provision of
                           this Agreement, even if known, shall not affect the
                           right of COMPANY to require performance of that
                           provision or to exercise any right, power or remedy
                           hereunder, and any waiver by COMPANY of any breach of
                           any provision of this Agreement should not be
                           construed as a waiver of any continuing or succeeding
                           breach of such provision, a waiver of the provision
                           itself, or a waiver of any right, power ore remedy
                           under this Agreement. No notice to or demand on
                           EMPLOYEE in any case shall, of itself, entitle such
                           party to any other or further notice or demand in
                           similar or other circumstances.

                  15.16    EMPLOYEE acknowledges that the services to be
                           rendered by EMPLOYEE hereunder are extraordinary and
                           unique and are vital to the success of the COMPANY,
                           and that damages at law would be an inadequate remedy
                           for any breach of threatened breach of this Agreement
                           by EMPLOYEE. Therefore, in the event of a breach or
                           threatened breach by EMPLOYEE of any provision of
                           this Agreement, then COMPANY shall be entitled, in
                           addition to all rights or remedies, to injunctions
                           restraining such breach, without being required to
                           show any actual damage or to post any bond or other
                           security.

                  15.17    The parties acknowledge that a substantial portion of
                           negotiations, anticipated performance and execution
                           of this Agreement occurred or shall occur in




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<PAGE>

                           Broward County, Florida, and that, therefore, without
                           limiting the jurisdiction or venue or any other
                           federal or state courts, each of the parties
                           irrevocably and unconditionally (a) agrees that any
                           suit, action or legal proceeding arising out of or
                           relating to this Agreement may be brought in the
                           courts or records of the State of Florida in Broward
                           County or the court of the United States, Southern
                           District of Florida; (b) consents to the jurisdiction
                           of each such court in any such suit, action or
                           proceeding; (c) waives any objection which it may
                           have to the laying of venue of any such suit, action
                           or proceeding in any such courts; and (d) agrees that
                           service of any court paper may be effected on such
                           party by mail, as provided in this Agreement, or in
                           such other manner as may be provided under applicable
                           laws or court rules in said state.

                  15.18    Notwithstanding anything to the contrary herein, the
                           provisions of Sections 5, 6, 7, 8, 12, and 15 shall
                           survive and remain in effect in accordance with their
                           respective terms in the event employment is
                           terminated.

        IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year as set forth below.

        Employee Name: Steven Rosner                                Date: 1/4/01

        Employee Signature: /s/ Steven Rosner
                            --------------------------
        Company Authorized Officer name: Ahmad Moradi               Date: 1/4/01

        Signature: /s/ Ahmad Moradi
                   -----------------------------------



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