EMPLOYMENT AGREEMENT


         This EMPLOYMENT AGREEMENT (this "Agreement") is made, entered into and
executed as of this 1st day of December, 1995, between Mark Four Resources,
Inc., a Delaware corporation (the "Company"), and Teodosio Pangia, an individual
currently resident in the Province of Ontario ("Executive").

         WHEREAS, the Company considers it essential and in the best interest of
its stockholders to foster the continuous employment of key management personnel
or to hire additional personnel and desires to retain the services of Executive
on the terms and conditions provided in this Agreement;

         AND WHEREAS, Executive desires to render services to the Company on the
terms and conditions provided in this Agreement.

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the Company and Executive hereby
agree as follows:

1. Employment

         1.1 Employment and Duties. The Company hereby agrees to employ
Executive for the Term (as hereinafter defined) as Chairman and Chief Executive
Officer subject to the direction of the Board of Directors of the Company (the
"Board") and, in connection therewith, to perform such duties as he shall
reasonably be directed by the Board to perform. In performing such duties
hereunder, Executive shall comply with the policies and procedures as adopted
from time to time by the Board, shall give the Company the benefit of his
special knowledge, skills, contacts and business experience, shall be just and
faithful in the performance of his duties and in carrying out his
responsibilities and shall devote all of his duties and responsibilities
hereunder; provided, however, that Executive may, with the approval of the
Board, from time to time, serve, or continue to serve, on the Board of Directors
of, and hold any other offices or positions in, companies or organizations,
which, in the Board's judgment, will not present any conflict of interest with
the Company or any of its affiliates or divisions, or adversely affect the
performance of Executive's duties pursuant to this Agreement. Executive hereby
accepts such employment and agrees to render such services.

         1.2 Location. The principal location for performance of Executive's
services hereunder shall be in Canada and the United States, subject to
reasonable travel requirements during the course of such performance. The
Company will provide accommodations for the Executive during his stay in New
York and pay for the Executive's reasonable travel and incidental expenses.

2. Employment Term



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         2.1 Term. The Term of the Executive's employment hereunder (the "Term")
shall commence on the date hereof and shall end on the fifth anniversary hereof
(the "Initial Term"), unless sooner terminated as provided herein; provided,
however that the Term shall be extended and this Agreement shall be
automatically renewed for successive five year periods unless: (i) this
Agreement is terminated as otherwise provided herein; or (ii) Executive provides
written notice to the Company of his desire not to extend this Agreement at
least sixty (60) days prior to the expiration date of the Term of this Agreement
pursuant to this Section 2.1. Notwithstanding any other provision to the
contrary, if the Company does not renew this Employment Agreement after the
Initial Term, the Employee shall be entitled to receive as severance a minimum
of U.S. $997,500 or such greater amount as may be required by law.

3. Compensation and Benefits

         3.1 Cash Compensation

             (a) Base Salary. During the first year of the Term, the Company
shall pay Executive an aggregate base salary at an annualized rate of U.S.
$350,000, payable in such equal installments as may be customary for executive
officers employed by the Company (but not less frequently than monthly) or as
may otherwise be agreed to between the Company and Executive, in arrears ("Base
Salary"). The Base Salary for each year shall be prorated according to the
number of days in such year during which this Agreement is in effect. For each
annual period after the first year of the date of this Employment Agreement, the
Base Salary shall be adjusted by the Compensation Committee of the Board by a
minimum increase of U.S. $50,000 for each year thereafter or such other amount
as the Company and the Executive may agree upon.

             (b) Bonuses. During the Initial Term, Executive will be eligible to
receive a cash bonus ("Bonus"), which will be determined by the Board.

             (c) Stock Options. Simultaneously with the execution and delivery
of this Agreement by the Company and Executive, the Company and Executive shall
enter into an Option Agreement, attached hereto as Exhibit A pursuant to which
Executive shall have the option to purchase 7,500,000 shares of Common Stock of
the Company at the purchase price of U.S. $1.667 per share, such number of
shares and price per share to be subject to adjustment as set forth in the
Option Agreement.

             (d) Stock. Upon the execution and delivery of this Agreement by the
Company and Executive, the Company shall deliver to Executive, as additional
consideration for entering into this Agreement, 1,125,000 shares of Common Stock
of the Company,such number of shares to be subject to adjustment as set forth in
Section 3.1(e) hereof.

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             (e) Adjustment of Number of Shares. In the case the Company shall
(i) pay a dividend or make a distribution on its shares of Common Stock in
shares of Common Stock, (ii) subdivide or classify its outstanding Common Stock
into a greater number of shares, or (iii) combine or reclassify its outstanding
Common Stock into a smaller number of shares, the Executive's stock delivered
pursuant to this Employment Agreement shall be proportionally adjusted so that
the Executive after such event shall be entitled to receive the aggregate number
and kind of Shares which he owned and is entitled to receive upon such dividend,
subdivision, combination or reclassification. For example, if the Company
declares a 1 for 3 reverse stock split, the 1,125,000 Shares which Executive is
entitled to hereunder shall be adjusted so that immediately after such event
Executive would be entitled to 375,000 Shares. Such adjustment shall be made
successively whenever any event listed above shall occur.

         3.2 Participation in Benefit Plans. The payments provided in Section 3
hereof are in addition to any benefits to which Executive may be, or may become,
entitled under any benefit plan or program of the Company for which key
executives are or shall become eligible, including, without limitation, pension,
401(k), health, life and disability insurance and stock benefits and/or plans.
Further, Executive shall be eligible to receive during the period of his
employment under this Agreement, all benefits and emoluments for which key
executives are eligible under every such plan or program to the extent
permissible under the general terms and provisions of such plans or programs and
in accordance with the provisions thereof.

         3.3 Vacation. Executive shall be entitled to 20 working days of
compensated vacation in each fiscal year, to be taken at times which do not
unreasonably interfere with the performance of Executive's duties hereunder. Any
unused vacation time from any fiscal year shall be subject to accumulation or
forfeiture in accordance with Company policy as in effect from time to time.

         3.4 Expenses. The Company will pay or reimburse Executive for all
reasonable and necessary out-of-pocket expenses incurred by him in the
performance of his duties under this Agreement, including all of the Executive's
travel, hotel, meal and other incidental expenses during the Executive's travel
on behalf of the Company. Executive shall keep detailed and accurate records of
expenses incurred in connection with the performance of his duties hereunder and
reimbursement therefor shall be in accordance with policies and procedures to be
established from time to time by the Board.

         3.5 Automobile. The Company at its expense will provide Executive with
exclusive use of an automobile, equipped with a mobile telephone, and the
Company will pay all operating and ownership expenses attendant thereto,
including, without

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limitation, insurance, gasoline, telephone, maintenance and repairs.

         3.6 Director and Officer Liability Insurance. The Corporation shall pay
the cost of maintaining director and officer liability insurance coverage for
the services rendered by the Executive hereunder during the term hereof.

         3.7 Key Man Insurance. The Corporation shall pay the cost of
maintaining key man insurance coverage for the services rendered by the
Executive hereunder during the term hereof.

         3.8 Indemnification. The Company agrees to indemnify and hold harmless,
to the extent permitted under Delaware law, the Executive from and against all
losses, claims, damages, liabilities, actions or demands in connection with the
Executive's service as director and/or officer hereunder during the term hereof.

4. Termination

         4.1 General. In addition to the right by the Executive to terminate
this Agreement pursuant to Section 2 hereof, the Company or the Executive shall
have the right to terminate the employment of Executive as set forth in this
Section 4.

         4.2 Termination for Cause. In addition to any other remedies which the
Company may have at law or in equity, the Board may terminate Executive's
employment under this Agreement by giving Executive written notice of such
termination upon or at any time following the occurrence of any of the following
events, and each such termination shall constitute a termination for "cause",
provided, however, that Executive has first been given written notice of the
facts or circumstances constituting the determination of "cause" and a
reasonable opportunity (in no event less than 30 days) to cure, rectify or
reverse such facts or circumstances and Executive shall have failed to do so:

                        (i)     any act or failure to act (or series or
                                combination thereof) by Executive done with the
                                intent to harm in any material respect the
                                interests of the Company or any affiliate
                                thereof;

                       (ii)     the commission by Executive of a felony;

                      (iii)     the perpetration by Executive of a dishonest act
                                or common law fraud against the Company or any
                                affiliate thereof; or

                       (iv)     a grossly negligent act or failure to act (or
                                series or combination thereof) by Executive

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                                detrimental in any material respect to the
                                interests of the Company or any affiliate
                                thereof; or

                        (v)     the continued refusal to follow the directives
                                of the Board which are consistent with
                                Executive's duties and responsibilities
                                identified in Section 1.1 hereof.

         Upon the early termination of Executive's employment under this
Agreement by the Company for "cause", the Company shall pay to Executive (i) an
amount equal to Executive's Base Salary accrued through the effective date of
termination at the rate in effect at the time notice of termination is given,
payable at the time such payment is due; (ii) the sum of U.S. $997,500.00; and
(iii) at the time such payments are due, all other amounts to which Executive is
entitled hereunder (including expense reimbursement amounts to which Executive
is entitled hereunder or amounts under any benefit plan of the Company, but
expressly excluding any Bonus (or portion thereof) in respect of the fiscal year
in which this Agreement is so terminated or any fiscal year of the Company
thereafter), and, upon payment of such amounts, the Company shall have no
further obligation to Executive under this Agreement.

         4.3 Incapacity of Executive. Subject to applicable law, if Executive
shall become ill or be injured or otherwise become incapacitated such that, in
the good faith judgment of the Board, he cannot fully carry out and perform his
duties hereunder, and such incapacity shall continue for a period of 45
consecutive days, the Board may, at any time thereafter, by giving Executive
20-days' prior written notice, fully and finally terminate his employment under
this Agreement. Termination under this Section 4.3 shall be effective as of the
date provided in such notice, which date shall not be fewer than 365 days after
such notice is delivered to Executive or his representative, and the Company
shall pay Executive his Base Salary accrued to the effective date of termination
at the rate in effect at the time of such notice, payable at the time such
payment is due. Upon payment of (i) such accrued Base Salary; and (ii) all other
amounts to which Executive may be entitled hereunder including, without
limitation, (A) any Bonus to which the Executive would have been entitled
pursuant to Section 3.1(b) hereof (prorated for the period up to the effective
date of termination), (B) any expense reimbursement amounts accrued to the
effective date of termination, (C) a minimum sum of U.S. $997,500.00, and (D)
any amounts under any other benefit plan of the Company, in each case at the
time such payments are due, the Company shall have no further obligation to
Executive under this Agreement.

         4.4 Death of Executive. This Agreement shall automatically terminate
upon the death of Executive. Upon the early termination of this Agreement as a
result of death, the Company shall pay

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Executive's estate: (i) an amount equal to Executive's Base Salary accrued
through the effective date of termination at the rate in effect at the effective
date of termination, payable at the time such payment is due; and (ii) all other
amounts to which Executive is entitled hereunder, including, without limitation,
(A) any Bonus to which the Executive would have been entitled pursuant to
Section 3.1(b) hereof (prorated for the period up to the effective date of
termination), (B) any expense reimbursement amounts accrued to the effective
date of termination, (C) a minimum sum of U.S. $997,500.00, and (D) any amounts
under any other benefit plan of the Company, in each case at the time such
payments are due, and the Company shall have no further obligation to Executive
under this Agreement.

         4.5 Termination by Executive. Executive may, with or without cause,
terminate his employment under this Agreement by giving the Company at least 60
days' prior written notice of such termination (which may be waived by the
Company), and after the effective date of such termination, the Company shall
have no further obligation to Executive under this Agreement.

         4.6 Termination by Executive for Good Reason. Executive may terminate
his employment under this Agreement for "good reason" (as hereinafter defined)
at any time within 6 months of the date of a "change in control" (as hereinafter
defined) of the Company. For purposes of this Agreement, "good reason" shall
mean, unless Executive shall have consented in writing thereto, any of the
following:

                        (i)     A reduction in Executive's title, duties,
                                responsibilities or status, as compared to such
                                title, duties, responsibilities or status
                                immediately prior to the change in control or as
                                the same may be increased after the change in
                                control;

                       (ii)     The assignment to Executive of duties
                                inconsistent with Executive's office on the date
                                of the change in control or as the same may be
                                increased after the change in control;

                      (iii)     A reduction by the Company in Executive's Base
                                Salary or other benefits, including stock
                                options, as in effect immediately prior to the
                                change in control or as the same may be
                                increased after the change in control;

                       (iv)     A requirement that Executive relocate anywhere
                                not acceptable to Executive or the imposition on
                                Executive of business travel obligations
                                substantially greater than those contemplated
                                under this Agreement;

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                        (v)     The failure by the Company to continue in effect
                                any compensation or benefit plan or program in
                                which Executive is participating at the time of
                                the change in control (or plans providing
                                Executive with substantially similar benefits),
                                or the taking of any action by the Company which
                                would adversely affect Executive's participation
                                in or materially reduce his benefits under any
                                of such plans or deprive him of any material
                                fringe benefit enjoyed by him at the time of the
                                change in control;

                       (vi)     The adoption or pursuit by the Company or the
                                Board of one or more policies or practices
                                which, in the opinion of Executive, are contrary
                                to the ethics, traditions, policies or practices
                                of the Company as in effect immediately prior to
                                the change in control; or

                      (vii)     The material breach by the Company of its
                                agreements or obligations under this Agreement;
                                or

                     (viii)     A change in the majority of the Board of the
                                Company or in its executives or senior officers.

         Upon such termination by Executive of his employment for "good reason"
following a change in control of the Company, the Company shall pay to
executive: (i) an amount equal to Executive's Base Salary payable for the
remainder of the Term at the time such payments are due at the rate in effect on
the date of termination; and (ii) all other amounts to which Executive is
entitled, including (A) any Bonus to which Executive would have been entitled
for the remainder of the Term pursuant to Section 3.1(b) hereof, (B) any expense
reimbursement amounts accrued to the effective date of termination, and (C) any
amounts under any other benefit plan of the Company, in each case at the time
such payments are due; and (iii) within ten days after the date of termination
an amount equal to 2.85 times Executive's annual Base Salary in effect at the
date of termination. Moreover, for three years following the date of
termination, the Company shall continue to provide Executive with all fringe
benefits (other than payment of mobile telephone and gasoline expense) he was
receiving as of the date of termination, including, without limitation, all
health, life and disability insurance and automobile benefits he was receiving
immediately prior to the date of termination.

         For purposes of this Agreement, a "change in control" shall mean a
change in control of a nature that would be required to be reported in response
to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date hereof,
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act");

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provided, however that, without limitation, such a change in control shall be
deemed to have occurred if (A) any "Person" (as such term is used in
(section)13(d) and (section)14(d) of the Exchange Act) is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 10% or more of the combined voting power of the Company's then
outstanding securities; (B) there occurs a contested proxy solicitation of the
Company's shareholders that results in the contesting party obtaining the
ability to vote securities representing 10% or more of the combined voting power
of the Company's then outstanding securities; (C) there occurs a sale, exchange,
transfer or other disposition of substantially all of the assets of the Company
to another entity, except to an entity controlled directly or indirectly by the
Company, or a merger, consolidation or other reorganization of the Company in
which the Company is not the surviving entity, or a plan of liquidation or
dissolution of the Company other than pursuant to bankruptcy or insolvency laws
is adopted; or (D) during any period of two consecutive years, individuals who
at the beginning of such period constituted the Board cease for any reason to
constitute at least a majority thereof unless the election, or the nomination
for election by the Company shareholders, of each new director 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. Notwithstanding the foregoing, a
"change in control" shall not be deemed to have occurred for purposes of this
Agreement (i) in the event of a sale, exchange, transfer or other disposition of
substantially all of the assets of the Company to, or a merger, consolidation or
other reorganization involving the Company and Executive, alone or with other
officers of the Company, or any entity in which Executive (alone or with other
officers) has, directly or indirectly, at least a 5% equity or ownership
interest or (ii) in a transaction otherwise commonly referred to as a
"management leveraged buy-out."

         Clauses (A) and (B) in the preceding paragraph to the contrary
notwithstanding, the Board may, by resolution adopted by at least two-thirds of
the directors who were in office at the date a change in control occurred,
declare that a change in control described in clause (A) or (B) has become
ineffective for purposes of this Agreement if all of the following conditions
then exist: (i) the declaration is made prior to the death, disability or
termination of employment of Executive and within 120 days of the change in
control; and (ii) no Person is the beneficial owner, directly or indirectly, of
securities of the Company representing 10% or more of the combined voting power
of the Company's outstanding securities or has the ability or power to vote
securities representing 10% or more of the combined voting power of the
Company's then outstanding securities. If such a declaration shall be properly
made, no benefits shall be payable hereunder as a result of such prior but now
ineffective change in control, but benefits shall remain payable and this
Agreement shall remain

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enforceable as a result of any other change in control unless it is
similarly declared to be ineffective.


5. Employment Covenants

         5.1 Covenant Not to Compete. Executive recognizes and acknowledges that
the Company is placing its confidence and trust in Executive. Executive,
therefore, covenants and agrees that during the applicable Non-Compete Period
(as defined below) Executive shall not, either directly or indirectly, without
the prior written consent of the Board:

                  A. Engage in or carry on any business or in any way
                     become associated with any business which is
                     similar to or is in competition with the Business
                     of the Company (as such term is used and defined
                     herein).  As used in this Section 5, the term
                     "Business of the Company" shall include all
                     business activities in which the Company is now
                     engaged, including but not limited to, emission
                     control devices for use with internal combustion
                     engines and shall further include any business in
                     which the Company is engaged at any time during the
                     Term;

                  B. Solicit the business of any person or entity, on
                     behalf of himself or any other person or entity,
                     which is or has been at any time during the term of
                     this Agreement a customer or supplier of the
                     Company including, but not limited to, former or
                     present customers or suppliers with whom Executive
                     has had personal contact during, or by reason of,
                     his relationship with the Company;

                  C. Be or become an employee, agent, consultant,
                     representative, director or officer of, or be
                     otherwise in any manner associated with, any person,
                     firm, corporation, association or other entity which
                     is engaged in or is carrying on any business which is
                     similar to or in competition with the Business of the
                     Company;

                  D. Solicit for employment or employ any person
                     employed by the Company at any time during the 
                     12-month period immediately preceding such
                     solicitation or employment; or

                  E. Be or become a shareholder, joint venturer, owner
                     (in whole or in part), partner, or be or become

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                      associated with or have any proprietary or financial
                      interest in or of any firm, corporation, association
                      or other entity which is engaged in or is carrying on
                      any business which is similar to or in competition
                      with the Business of the Company. Notwithstanding the
                      preceding sentence above, passive equity investments
                      by Executive of $25,000 or less in any entity or
                      affiliated group of any entity which is engaged in or
                      is carrying on any business which is similar to or in
                      competition with the Business of the Company shall
                      not be deemed to violate this Section 5.1.

         Executive hereby recognizes and acknowledges that the existing Business
of the Company extends throughout Canada and the United States of America, and
therefore agrees that the covenants not to compete contained in this Section 5.1
shall be applicable in and throughout such states, as well as throughout such
additional areas or states in which the Company may be (or has prepared written
plans to be) doing business as of the date of termination of Executive's
employment. Executive further warrants and represents that, because of his
varied skill and abilities, he does not need to compete with the Business of the
Company and that this Agreement will not prevent him from earning a livelihood
and acknowledges that the restrictions contained in this Section 5.1 constitute
reasonable protections for the Company.

         As used in this Section 5.1, "Applicable Non-Compete Period" 
shall mean:

             (i) unless and until the Executive's employment under this
Agreement is terminated prior to the scheduled end of the Term, the period
beginning on the date hereof and ending on the date which is 365 days after the
scheduled end of the Term (as such Term may be extended from time to time
pursuant to Section 2.1 hereof);

             (ii) if the Executive's employment under this Agreement is
terminated pursuant to Section 4.2 hereof or Section 4.3 hereof or for any other
reason (other than as set forth in clause (iii) below), the period beginning on
the date hereof and ending on the date which is 365 days after the scheduled end
of the Term (as such Term may be extended from time to time pursuant to Section
2.1 hereof);

             (iii) if the Executive's employment under this Agreement is
terminated without "cause", the period beginning on the date hereof and ending
on the date of the scheduled end of the Term (as such Term may be extended from
time to time pursuant to Section 2.1 hereof);


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             (iv) if on or prior to the date of the scheduled end of the Term
(as such Term may be extended from time to time pursuant to Section 2.1 hereof),
the Executive rejects an offer by the Company to extend this Agreement pursuant
to Section 2.1 hereof on reasonable terms, the period beginning on the date
hereof and ending on the date which is 365 days after the scheduled end of the
Term (as such Term may be extended from time to time pursuant to Section 2.1
hereof); and

             (v) if the Company elects not to extend this Agreement pursuant to
Section 2.1 hereof, the period beginning on the date hereof and ending on the
date of the scheduled end of the Term (as such Term may be extended from time to
time pursuant to Section 2.1 hereof).

         5.2 Trade Secrets and Confidential Information. Executive recognizes
and acknowledges that certain information including, without limitation,
information pertaining to the financial condition of the Company, its systems,
methods of doing business, agreements with customers or suppliers or other
aspects of the Business of the Company or which is sufficiently secret to derive
economic value from not being disclosed ("Confidential Information") may be made
available or otherwise come into the possession of Executive by reason of his
employment with the Company. Accordingly, Executive agrees that he will not
(either during or after the term of his employment with the Company) disclose
any Confidential Information to any person, firm, corporation, association or
other entity for any reason or purpose whatsoever or make use to his personal
advantage or to the advantage of any third party, of any Confidential
Information, without the prior written consent of the Board. Executive shall,
upon termination of employment, return to the Company all documents which
reflect Confidential Information (including copies thereof). Notwithstanding
anything heretofore stated in this Section 5.2, Executive's obligations under
this Section 5.2 shall not, after termination of Executive's employment with the
Company, apply to information which has become generally available to the public
without any action or omission of Executive (except that any Confidential
Information which is disclosed to any third party by an employee or
representative of the Company who is not authorized to make such disclosure
shall be deemed to remain confidential and protectable by Executive under this
Section 5.2).

         5.3 Records. All files, records, memoranda and other documents
regarding former, existing or prospective customers of the Company or relating
in any manner whatsoever to Confidential Information or the Business of the
Company (collectively, "Records"), whether prepared by Executive or otherwise
coming into his possession, shall be the exclusive property of the Company. All
Records shall be immediately placed in the physical possession of the Company
upon the termination of Executive's employment with the Company, or at any other
time specified by the Board. The

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retention and use by Executive of duplicates in any form of Records is
prohibited after the termination of Executive's employment with the Company.

         5.4 Breach. Executive hereby recognizes and acknowledges that
irreparable injury or damage shall result to the Company in the event of a
breach or threatened breach by Executive of any of the terms of provisions of
this Section 5, and Executive therefore agrees that the Company shall be
entitled to an injunction restraining Executive from engaging in any activity
constituting such breach or threatened breach. Nothing contained herein shall be
construed as prohibiting the Company from pursuing any other remedies available
to the Company at law or in equity for such breach or threatened breach,
including but not limited to, the recovery of damages from Executive and, if
Executive is an employee of the Company, the termination of his employment with
the Company in accordance with the terms and provisions of this Agreement.

         5.5 Survival. Notwithstanding the termination of the employment of
Executive or the termination of this Agreement, the provisions of this Section 5
shall survive and be binding upon Executive unless a written agreement which
specifically refers to the termination of the obligations and covenants of this
Section 5 is executed by the Company.

6. Miscellaneous

         6.1 Notices. Any notices to be given hereunder by either party to the
other may be effected either by personal delivery in writing, via facsimile
transmission or by mail, registered or certified, postage prepaid with return
receipt requested. Notices shall be addressed to the parties as follows:


                  If to the Company:        Mark Four Resources, Inc.
                                            45 Rockefeller Plaza
                                            Suite 2000
                                            New York, NY   10111

                  If to the Executive:      Teodosio Pangia
                                            120 Promenade Circle, Suite 705
                                            Thornhill, Ontario L4J 1Y9
                                            Canada

         Any party may change his or its address by written notice in accordance
with this Section 6.1. Notices delivered personally shall be deemed communicated
as of actual receipt; notices sent via facsimile transmission shall be deemed
communicated as of receipt by the sender of written confirmation of transmission
thereof; mailed notices shall be deemed communicated as of three days after
proper mailing.


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         6.2 Inclusion of Entire Agreement Herein. This Agreement supersedes any
and all other prior or contemporaneous agreements, either oral or in writing,
between the parties hereto with respect to the subject matter hereof and
contains all of the covenants and agreements between the parties with respect to
employment of Executive by the Company.

         6.3 Law Governing Agreement. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

         6.4 Waivers. No waiver at any time of any term or provision of this
Agreement shall be construed as a waiver of any other term or provision of this
Agreement, and a waiver at any time of any term or provision of this Agreement
shall not be construed as a waiver at any subsequent time of the same term or
provision.

         6.5 Amendments. Except as otherwise provided in Section 6.6 hereof, no
amendment or modification of this Agreement shall be deemed effective unless and
until executed in writing by each party hereto.

         6.6 Severability and Limitation. All agreements and covenants contained
herein are severable and in the event any of them shall be held to be invalid by
any competent court, this Agreement shall be interpreted as if such invalid
agreements or covenants were not contained herein. Should any court or other
legally constituted authority determine that for any such agreement or covenant
to be effective that it must be modified to limit its duration or scope, the
parties hereto shall consider such agreement or covenant to be amended or
modified with respect to duration and/or scope so as to comply with the orders
of any such court or other legally constituted authority, and as to all other
portions of such agreement or covenants they shall remain in full force and
effect as originally written.

         6.7 Headings. All headings set forth in this Agreement are intended for
convenience only and shall not control or affect the meaning, construction or
effect of this Agreement or of any of the provisions hereof.

         6.8 Assignment. The Company shall have the right to assign this
Agreement and to delegate all of its rights, duties and obligations hereunder to
any entity which controls the Company, which the Company controls or which may
be the result of the merger, consolidation, acquisition or reorganization of the
Company and another entity. Executive agrees that this Agreement is personal to
him and his rights and interests hereunder may not be assigned, nor may his
obligations and duties hereunder be delegated (except as to delegation in the
normal course of operation of the Company), and any attempted assignment or
delegation in violation of this provision shall be void.

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         6.9 Arbitration. All controversies which may arise between the parties
hereto including, but not limited to, those arising out of or related to this
Agreement shall be determined by binding arbitration applying the laws of the
State of Delaware as set forth in Section 6.3 hereof. Any arbitration pursuant
to this Agreement shall be conducted in New York, New York before the American
Arbitration Association in accordance with its arbitration rules. The
arbitration shall be final and binding upon all the parties (so long as the
award was not procured by corruption, fraud or undue means) and the arbitrator's
award shall not be required to include factual findings or legal reasoning.
Nothing in this Section 6.9 will prevent either party from resorting to judicial
proceedings if interim injunctive relief under the laws of the State of Delaware
from a court is necessary to prevent serious and irreparable injury to one of
the parties.

         6.10 Counterparts. This Agreement may be executed via facsimile
transmission signature and in counterparts, each of which shall be deemed to be
an original but all of which together will constitute one and the same
instrument.

         6.11 Board of Director Determinations. All matters to be determined by
the Board pursuant to the terms of this Agreement shall be determined by the
members of the Board without the vote of Executive, if he is then a member of
the Board.


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         IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have executed this Employment Agreement as of the day and year first
above written.

                                 MARK FOUR RESOURCES, INC.




                                 By: /s/ Gianni D'Alessandro
                                     --------------------------------
                                      Name: Gianni D'Alessandro
                                      Title: Chief Financial Officer


                                 By: /s/ Teodosio Pangia
                                     --------------------------------
                                      Name: Teodosio Pangia
                                      Title: Chief Executive Officer

                                 I/we have authority to bind the Corporation

                                 EXECUTIVE

                                 /s/ Teodosio Pangia
                                 ------------------------------------
                                      Teodosio Pangia


                                       15

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