FINDERS AGREEMENT

This Finders Fee Agreement ("Agreement") is made between Craig Kaufman (CK) and
the undersigned ("Client") as of the 28th day of June, 2001.

For good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:

1.   Client Acknowledgements. Client acknowledges that CK intends to introduce
     Client to other third parties who are contacts, associates, sources,
     affiliates and otherwise of or related to CK (such third parties being
     referred to herein as "CK Contacts"). Client acknowledges that it desires
     to meet and be introduced to CK Contacts for the purpose of facilitating
     and/or consummating one or more business transactions, which may include,
     but shall not be limited to, one or more of the following: (a) a dedication
     of goods or services, (b) an exchnage of goods and services, (c) a sale of
     goods or services, (d) a purchase of goods or services, (e) a lease of
     goods or services, (f) sale or lerger or joint venture of Clients company
     and or services, (g) any other business combination (any of the foregoing
     being transferred to herein as a "transaction").

2.   Non-Circumvention. As an inducement for, and in consideration of, CK
     introducing Client to CK Contact, Client covenants and agrees as follows:

     (a)  Client shall not, except by, through, including or otherwise with the
          express prior written consent of CK, either directly or indirectly by
          or through any other person, entity or affiliate, as an owner,
          partner, employee or independent contractor, or otherwise, and it
          shall not permit any of its directors, officers, employees or agents
          (including those persons who after the date hereof become former
          employees or former agents), to (i) consummate any transaction, or
          enter into an option or other agreement to consummate a transaction,
          whether written, or enter into an option or other agreement to
          consummate a transaction, whether written or oral, or (ii) enter into,
          facilitate, initiate, participate or engage in any bilateral or
          multi-party negotiations involving itself, its affiliates, directors,
          officers, employees, or agents concerning any transaction or the
          subject matter of this Agreement which is prohibited, or (iii)
          otherwise in any manner whatsoever attempt to circumvent the
          objectives of this Agreement.

     (b)  Client keep and hold in strict confidence and shall not disclose to
          any third party or use in any way (other than as contemplated by this
          Agreement) any propriety and confidential information of CK, including
          without limitation, the identity of an Introducing Party for so long a
          period as is permitted by applicable law. Client hereby agrees to
          indemnify and hold CK harmless from and against any and all demands,
          claims, actions, causes of action, liabilities, cost and expenses
          resulting from the disclosure by Client, its agents Affiliates or
          employees to any third party of the confidential and proprietary
          information of CK in connection with and in violation of this
          Agreement. Client recognizes that certain breaches of this

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          Agreement will cause CK irreparable harm and damage for which CK
          cannot be adequately compensated at law and, thus in addition to any
          and all remedies which may be provided by law, CK shall have the right
          to restrain the breach of any provision of this Agreement and to
          obtain an injunction against any further breach.

     (c)  Client agrees that the identity of any and all CK contact is the
          exclusive, proprietary property of CK. The covenants and agreements of
          Client set forth in this paragraph shall inure to the benefit of CK,
          its affiliated, successors and assigns forever.

3.   Finder's Fee. In consideration for services rendered hereunder, agrees to
     compensate CK as follows: (a) Client agrees to pay CK 125,000 shares of the
     corporations freely traded common stock. Such shares may be paid via S-8.
     Such shares shall be transferred to CK within three (3) weeks of the
     signing of this Agreement. Shares shall be fully paid and nonassesable. It
     is understood that a S-8 registration is being contemplated and these
     shares shall be included in said registration and these shares shall be
     registered at the expenses of the Corporation (b) Client shall pay to CK
     ten percent (10%) of the gross value of a transaction (the finders fee).
     The finders fee shall be due and payable immediately upon consummation of
     the transaction. The finders fee may be paid to CK in the form of shares of
     stock or other securities transferred to CK, cash, or by transfer of
     like-find property or other assets, having equivalent value, as determined
     by CK in its discretion. In the event CK accepts securities as
     consideration hereunder, such securities shall be transferred to CK free
     and clear of any and all liens, claims, security interests and other
     encumbrances. (c) The gross value of the transaction, for purposes, hereof,
     shall be that value which is stated and agreed upon by the parties thereto,
     provided, that such value is not less than fair market value. In the event
     that no specific gross value is stated, or in further event that the gross
     value is stated is deemed by CK to be unreasonably low or below fair market
     value, the gross value of the subject transaction shall be conclusively
     deemed to be the full market value if all goods, services, and other
     benefits received, acquired and/or injuring to the client, (d) It is
     understood that when and if Client or any affiliate of Client, or any
     person acting in conjunction with ore under the direction of Client,
     directly or indirectly, purchases or sells, or acquires by trade, barter or
     exchange, goods or services or acquires any rights or interest therein at
     any time during or after the term of this Agreement, for a period of three
     (3) years following termination of this Agreement as a result of or in
     connection with any transaction identified, or any introduction or contact
     made then CK shall be entitled to the above corresponding finders fee.

4.   Indemnification. Client shall indemnify, save and keep CK and its
     affiliates successors and assigns, forever harmless against and from all
     liability demands, claims, actions or cause of action, assessments, losses,
     fines, penalties, costs, damages and expenses, including reasonable
     attorney's fees, sustained or incurred by CK, its affiliates, successors
     and assigns as a result of, or arising out of, or by virtue of, any (i)
     breach of any representation, warranty, covenant, agreement or obligation
     of Client or its affiliates

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     herein, and (ii) act or omission by or of Client or any of its affiliates.

5.   Entire Agreement. This Agreement constitutes the entire agreement between
     the parties ----------------- with respect to the subject matter hereof.
     Any amendments, or alternative or supplementary provisions to this
     Agreement must be made in writing and duly executed by an authorized
     representative or agent of each of the parties hereto.

6.   Term of Agreement. The term of this Agreement shall be five (5) months,
     commencing on the date herein above, and terminating on the first
     anniversary of such date. Clients obligations as set forth in this
     Agreement shall survive the termination of this Agreement.

7.   Non-Waiver. The failure in any one or more instances of a party to insist
     upon performance of any of the terms, covenants or conditions of this
     Agreement shall not be effective unless it is in writing and signed by an
     authorized representative of the waiving party.

8.   Severability. The invalidity of any provision of this Agreement or portion
     of a provision shall not effect the validity of any other provision of this
     Agreement or the remaining portion of the applicable provision.

9.   Applicable Law. This Agreement shall be governed and controlled as to
     validity, enforcement, interpretation, construction, effect and in all
     other respects by the internal laws of the State of Florida applicable to
     contracts, made in that State. The parties submit to a proper court of
     competent jurisdiction located in the State of Florida, in the event of any
     dispute arising between the parties hereunder.

10.  Prevailing Party. In the event that CK takes legal action to enforce its
     rights hereunder, CK shall be entitled to recover and Client agrees to pay
     CK's reasonable attorney's fee and expenses in addition all other rights
     and remedies of CK in connection with such enforcement action.

11.  Binding Effect; Benefit. (a) This Agreement may not be assigned by either
     party hereto without the prior written consent of the other party. Nothing
     in this Agreement, express or implied, is intended to confer on any person
     other than the parties hereto, and their respective successors and
     permitted assigns any rights, remedies, obligation or liabilities under or
     by reason of this Agreement.

     (b)  Notwithstanding anything contained herein to the contrary, Client
          shall cause the terms and provisions of this Agreement to be binding
          upon its shareholders, members, officers, directors, partners,
          employees and any of its/their associates and affiliates acting in any
          capacity, whether jointly or alone, or together with or as agent for
          any person, form, company, corporation, partnership, association or
          other entity whatsoever, whether directly or indirectly.

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12.  Limitation of Representations of CK Relationship of Parties. CK makes no
     representation or warranties to Client and all such representations and
     warranties, whether expressed or implied, are hereby disclaimed. Other than
     to use reasonable efforts to make introductions and contacts on behalf of
     Client, CK shall have no obligations or duties to Client and thus shall
     have no liability to Client. Client acknowledges that CK is not, and
     pssesses no license or permit to be, a broker, broker-dealer, investment
     advisor, market- maker or other similar agent, as such terms are defined by
     the regulations promulgated by the Securities and Exchange Commission. CK's
     relationship to Client and affiliates of Client shall be as independent
     contractors, only as set forth herein and nothing contained herein shall
     make or constitute either party as an agent, broker, licensor, partner,
     joint venture, franchisor or franchisee, or employee or employer, one with
     the other.

13.  Definition of Affiliate. For the purpose hereof, "affiliate" shall mean
     with respect to any person or entity, any other person, corporation,
     partnership, trust or other entity that directly or indirectly, through one
     or more intermediaries, is controlled by, controls or is under common
     control with, such person or entity. Client shall use reasonable efforts to
     procure written acknowledgments from each of the foregoing stating that
     they join in and agree to be personally bound by the terms of this
     Agreement as set forth in this paragraph. Client shall provide written
     evidence of the acknowledgment to CK or its nominee upon request.

14.  Fascimile. For purpose of negotiating and finalizing this Agreement any
     signature arriving from Client transmitted via fascimile (fax) machine
     shall be considered for these purposes an original signature and shall have
     the same binding legal effect as an original document and the use of a fax
     machine as a defense to this Agreement shall be forever waived to such
     defense.

IN WITNESS WHEREOF, the parties have executed this Finders Fee Agreement on this
first above written.

Client: Roanoke Technology Corp.                            Craig Kaufman

By: /s/ David Smith (David Smith)                   By: /s/ Craig Kaufman
    ----------------------------                    ---------------------

its CEO
       Address:   539 Becker Drive                Address: 9858 Glades Rd. #231
                  ----------------                -----------------------------
                  Roanoke Rapids, N.C. 27870      Boca Raton, Florida 33434
                  --------------------------      -------------------------

Phone:    252-537-9222                              Phone:   561-558-9375
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Fax:      252-537-3125                              Fax:     561-558-9377
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                                 FINAL ADDENDUM

6/28/01

PURSUANT TO OUR AGREEMENT DATED JUNE 28, 2001 THE FOLLOWING CHANGES ARE AGREED
UPON AND/OR CLARIFIED BY BOTH PARTIES:

*THIS IS NON EXCLUSIVE AGREEMENT (#2A)

* COMPENSATION OTHER THAN LIKE KIND SHALL BE
DISCUSSED AND AGREED UPON BY BOTH PARTIES PRIOR TO
 ALLOWING A TRANSACTION TO BE CONSUMMATED (#3B)

* CK SHALL NOT SELL MORE THAN 65,000 SHARES WITHIN 60
DAYS OF SIGNING THIS AGREEMENT OF THE 125,000 IR IS TO
RECEIVE (#3A)

* CK WILL HAVE NO SELLING/RESTRICTIONS ON THE COMMISSIONS IT RECEIVED FROM
ROANOKE TECHNOLOGY CORP.

* CK MAY EXTEND ITS SERVICES TO INCLUDE OTHER VARIOUS GENERAL CONSULTING
SERVICES AND MAY REQUEST AND RECEIVE ADDITIONAL COMPENSATION IN THE WAY OF FREE
TRADING SHARES FROM CLIENT. SUCH SERVICES AND COMPENSATION TO BE DISCUSSED PRIOR
TO.

* THIS AGREEMENT GOES INTO EFFECT IMMEDIATELY UPON SIGNING OF THIS AGREEMENT,
HOWEVER, THE FREE TRADING SHARES WILL BE REGISTERED WITH THE NEXT 30 DAYS.

/s/ David Smith                             /s/ Craig Kaufman
DAVID SMITH                                 CRAIG KAUFMAN
CEO/PRESIDENT