<PAGE>
                                                                  Exhibit 10.3

                             EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into
effective as of the 19th day of February, 2002 (the "Effective Date") by and
between NeoReach, Inc., a Delaware corporation with its principal address at
3204 Tower Oaks Blvd., Suite 350, Rockville, Maryland 20852 (the "Company"),
and Scott R Smith, an individual residing at 1240 Alexandra Blvd., Crystal
Lake, Illinois 60014 ("Executive").

                                   RECITAL:

        WHEREAS, the Company and Executive are desirous of entering into an
employment agreement setting forth the terms and conditions of Executive's
employment with the Company.

        NOW, THEREFORE, in consideration of the forgoing recital, the mutual
covenants and agreements herein contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:

        1.     Employment.

               1.1   Title. The Company hereby employs Executive to serve as
Executive Vice President, Business and Consumer Products. The Executive shall
have a right to hold a seat on the Company's Board of Directors as Daniel
Lozinsky's assignee for as long as the Executive is employed by the Company.

               1.2   Responsibilities. Executive shall report directly to the
Company's CEO. In addition to the duties and responsibilities as the CEO may
from time to time direct, Executive's duties and responsibilities shall
include, without limitation, (a) development and management of the Company's
Business and Consumer Products development, sales and marketing, research and
development, engineering and operational functions; and (b) development, in
conjunction with the CEO, of budgets and operational plans.

               1.3   Full Time. Executive shall devote his full time,
attention and energy to the business of the Company and, during the term of
this Agreement, shall not, without the express prior written consent of the
Board, engage in any other business, employment or other undertaking (whether
or not such activity is pursued for gain, profit or other pecuniary
advantage), that would interfere with the satisfactory performance of
Executive's duties to the Company or present a conflict of interest with the
Company; provided, however, that Executive shall not be prevented from
investing Executive's assets in such form or manner as would not require any
services on the part of Executive in the operation of the affairs of the
entities in which such investments are made and provided such investments do
not present a conflict of interest with the Company.

               1.4   Additional Policies. In addition to the terms and
conditions of this Agreement, Executive shall be required to adhere to the
rules and regulations adopted by the Company from time to time that are
generally applicable to all of the Company's employees.


<PAGE>


        2.     Term of Employment.

               2.1   Term. The initial term of Executive's employment
hereunder (the "Initial Employment Period") shall commence as of the Effective
Date and shall continue until August 18th, 2002, subject to a Closing before
February 28, 2002 of the Stock Purchase Agreements between Mobilepro, Inc.,
Dungavel, Inc., Joann Smith and Daniel Lozinsky. Should a Closing not take
place on or before such date, then the Company shall have the right to
terminate this Agreement at any time for cause.

               2.2   Renewal. Unless, no later than June 19th, 2002, either
party delivers written notice to the other of its intent not to renew this
Agreement, the term of Executive's employment shall be renewed and extended
automatically for an additional one year period following the Initial
Employment Period. Thereafter, the term of Executive's employment shall be
renewed and extended automatically for additional one year periods unless
either party delivers written notice to the other, at least 60 days prior to
the expiration of the applicable period, of its intent not to renew this
Agreement. All extensions of the term of Executive's employment shall continue
for a one-year period under the terms and conditions set forth herein and each
extension shall be considered part of the "Employment Period."

        3.     Compensation of Executive.

               3.1   Base Salary. Beginning on the Effective Date, the Company
shall pay to Executive for all services to be rendered by Executive under this
Agreement a base salary for the first three (3) months at an annual rate of
One Hundred Thirty Thousand and No/100 Dollars ($130,000.00) and for the time
thereafter, at an annual rate of One Hundred Fifty Thousand and No/100 Dollars
($150,000.00) to be paid consistent with the Company's normal payroll
practices, but not less frequently than in monthly installments. In addition,
Executive and Company (through the Board) will mutually agree upon performance
milestones and an associated bonus structure that will, upon satisfaction of
such performance milestones, enable Executive to earn a minimum additional
amount per year of $50,000. Executive shall receive customary reimbursement
for expenses in connection with location and services provided from the
Chicago, Illinois area. Furthermore, the salary difference between months 1, 2
and 3 and the agreed to base salary of $150,000 shall be considered deferred
until no later than the end of the initial employment term, at which time the
deferred component of the salary will become fully due and payable. Base
salary shall increase a minimum of $25,000 for each renewal of the employment
term unless otherwise agreed to at least 60 days prior to renewal. The payment
of $4,000.00 paid on February 11th, 2002 to Executive shall be credited to the
first salary payment from the Company.


               3.2   Deductions from Compensation. There shall be deducted
from all compensation paid to Executive, all amounts that are required by
applicable laws (federal, state,



<PAGE>


county or municipal) to be deducted therefrom by reason of withholding taxes,
Social Security contributions and other requisite governmentally imposed
deductions from income of employees.

               3.3   Effect of Employment Termination. Except as specifically
provided herein, all rights of Executive to receive compensation pursuant to
this Section 3 shall cease as of the date of Executive's termination of
employment for any reason. Except for, any amounts still owing under the
current term of the employment agreement. Those amounts shall be paid in full
in lump sum or in regular installments per the companies payroll policies
until the term has expired. Furthermore, the Company shall have the right to
deduct from any accrued compensation due Executive on the date of termination
the amount of any advances of compensation or loans made to Executive or on
Executive's behalf.

               3.4   Stock Option Grant. Company shall grant to Executive an
option (the "Option") to acquire such number of shares of the Company's common
stock, par value $0.01 (the "Common Stock"). The Option will be granted
pursuant, and shall be subject, to the terms and conditions of the Company's
2000 Stock Incentive Plan and the form of option grant agreement used in
connection therewith Any options received as part of any employee stock plan
will vest automatically upon termination of employment unless the Executive
resigns, in which case those unvested options would be lost.

        4.     Fringe Benefits.

               4.1   Reimbursement of Expenses. Upon submission of receipts,
invoices, bills, canceled checks or other documentary evidence of the amount
and purpose of expenditures, Executive shall be reimbursed for all
out-of-pocket business expenses reasonably incurred by Executive in the
performance of Executive's duties hereunder. Without limiting the generality
of the foregoing, Company will reimburse Executive for the cost of his monthly
cellular phone service in full and other telephony charges associated with
working from a home office, including FAX charges and wireless data access.
Executive shall be granted a monthly car allowance of $300 for use of his
personal auto for business purposes, payable on the first of each month. All
reimbursable expenses are due within 15 days of submission of appropriate
documentation.

               4.2   Insurance and Executive Benefit Plans. Executive shall be
entitled to participate in any health insurance, life insurance, medical
reimbursement, profit sharing plan or pension plan that is established for the
executives of the Company under the same terms and conditions as are generally
applicable to the participation of the Company's employees in such programs or
plans.

               4.3   Vacation. Executive shall be entitled to vacation in
accordance with the Company's standard policies (as they may be modified from
time to time).

               5.    Employment Termination. The employment of the Executive
by the Company pursuant to this Agreement shall terminate upon the occurrence
of any of the following:



<PAGE>


               5.1   Expiration of the Employment Period in accordance with
Section 2;

               5.2   At the election of the Company, for Cause, immediately
upon written notice by the Company to Executive. For the purposes of this
Section 5.2, "Cause" for termination shall be deemed to exist upon either (a)
the conviction of Executive of, or the entry of a pleading of guilty or nolo
contendere by Executive to, any crime involving moral turpitude that may
reasonably be expected to have an adverse impact on the Company's reputation
or standing in the community or any felony, or (b) willful misconduct in
connection with Executive's duties, or willful failure to perform his
responsibilities in the best interest of the Company (including, without
limitation, material breach by Executive of this Agreement but not minor
violations of rules and policies), except in cases involving the mental or
physical incapacity or disability of Executive; provided, however, that the
Board may terminate Executive's employment pursuant to Section 5.2(b) only
after the failure by Executive to correct or cure, or to commence and continue
to pursue the correction or curing of, such refusals within forty-five (45)
days after receipt by Executive of written notice by the Board of each
specific claim of any such misconduct or failure. Executive shall have the
opportunity to appear before the Board to discuss such written notice during
such forty-five (45) day period. "Willful misconduct" and "willful failure to
perform" shall not include action or inaction on the part of Executive which
was taken or not taken in good faith by the Executive;

               5.3   Upon the death or thirty (30) days after the disability
of Executive. As used in this Agreement, the term "disability" shall mean the
inability of Executive, due to a physical or mental disability, for a period
of one hundred eighty (180) days, regardless of whether consecutive, during
any 360-day period to perform the services contemplated under this Agreement.
A determination of disability shall be made by a physician satisfactory to
both Executive and the Company, provided that if Executive and the Company do
not agree on a physician, Executive and the Company shall each select a
physician and these two together shall select a third physician, whose
determination as to disability shall be binding on all parties;

               5.4   At the election of Executive, upon not less than
forty-five (45) days prior written notice of termination other than for "good
reason". "Good reason" shall include (i) the occurrence of a material breach
of this Agreement by the Company, (ii) a material reduction in the
responsibilities or reporting relationship of Executive, (iii) a relocation of
the Company's principal executive offices to a location outside the
Washington, D.C. metropolitan area or the Company's requiring Executive to be
based anywhere other than the Company's principal executive offices, except
for required travel on the Company's business to an extent substantially
consistent with Executive's present business travel obligations or (iv) a
"Change in Control" which shall mean (a) the sale of all or substantially all
of the assets of the Company, (b) the dissolution or liquidation of the
Company, or (c) any merger, share exchange, consolidation or other
reorganization or business combination of the Company if immediately after
such transaction either (A) persons who were directors of the Company
immediately prior to such transaction do not constitute at least a majority of
the directors of the surviving entity, or (B) persons who hold over 50% of the
voting capital stock of the surviving entity are not persons who held voting
capital stock of the Company immediately prior to such transaction;



<PAGE>


               5.5   At the election of the Company, otherwise than for cause,
upon not less than sixty (60) days prior written notice of termination;
provided, however, if the termination results from a Change of Control (as
defined in Section 5.4) or an initial public offering by the Company,
Executive shall receive not less than ninety (90) days notice; or

               5.6   At the election of Executive for "good reason" upon not
less than sixty (60) days prior written notice of termination.



<PAGE>





        6.     Effect of Termination.

           6.1 Termination by the Company for Cause or at the Election of
Executive Other than for Good Reason. In the event Executive's employment is
terminated for cause pursuant to Section 5.2, or at the election of Executive
pursuant to Section 5.4, the Company shall pay to Executive the salary and
benefits otherwise payable to him under Section 4 through the last day of his
actual employment by the Company.

           6.2 Termination for Death or Disability. If Executive's employment
is terminated by death or because of disability as determined pursuant to
Section 5.3, the Company shall be obligated to pay Executive or the Estate (as
the case may be) a severance payment in an amount equal to six (6) months, or
after an extension, one (1) full year of his Base Salary in effect as of the
effective date of termination to be paid in accordance with the Company's
payroll practices under Section 4.

           6.3 Termination at the Election of the Company Other Than For Cause
or Executive for Good Reason. If Executive's employment is terminated pursuant
to Section 5.5 at the election of the Company, otherwise than for cause, or
pursuant to Section 5.6 by Executive for good reason, subject to this Section
6.3, the Company shall be obligated to pay Executive a severance payment in an
amount equal to six months, or after an extension, one (1) full year of his
Base Salary in effect as of the effective date of termination to be paid
during each of the six (6) months following the termination date in equal
amounts per month and in accordance with the Company's payroll practices under
Section 4. Executive shall also be entitled to receive all benefits otherwise
to be provided under Section 4.

               6.4   Survival.  The provisions of Sections 7 and 8 shall
survive the termination of this Agreement..

               6.5   Return of Company Property. Upon termination of
employment for any reason whatsoever, Executive shall relinquish and return to
the Company all Company property, records, keys, locks and codes, and shall be
liable to the Company for all expenses, damages and/or losses to the Company
resulting from Executive's failure to return such property. In the event
Executive fails to return all Company property, Executive shall forfeit all
claims to unpaid compensation, without affecting the right of the Company to
enforce any other remedy available to it.

        7.      Restrictive Covenants; Noncompetition.

                7.1  Definitions. For purposes of this Section 7, the
following terms shall have the following meanings, respectively:

                     7.1.1  "Business" means the business of designing,
developing, and selling modem technology for the third generation wireless
waves ("3G") and providing


<PAGE>


technical consulting services regarding the design,
development and implementation of new technology in the wireless mobile
communication industry.


                     7.1.2  "Confidential Information" means any confidential
or proprietary information, process or idea of Company, including, but not
limited to, marketing plans and techniques, contracts, customer lists, plans
or projections, prospects lists, advertiser lists, supplier lists, customer
sales analyses, cost information, business forms, financial records, research
and development information, price lists, employee information, package
formulations, technical information, information relating to software,
computer program listings, source codes, object codes, design codes and all
other non-public information concerning Company's business. Confidential
Information shall not include information which is disclosed publicly in
published materials or information generally known to the public. In the event
that Executive is not sure whether certain information is Confidential
Information within the scope of this Agreement, Executive will treat that
information as confidential unless informed in writing by Company to the
contrary.

                     7.1.3  "Entity" means, together and individually, any
individual, firm, association, partnership (general, limited or limited
liability), corporation, limited liability company, group, enterprise,
business, or other person or organization.

                     7.1.4  "Termination Date" means the date on which
Executive's employment with the Company is terminated pursuant to this
Agreement, for any reason whatsoever.

               7.2   Acknowledgment by Executive. Executive acknowledges that
he has developed or will develop specialized knowledge of the Company and the
Business and related markets and has had or will have access to Confidential
Information. Executive recognizes that the Company would be irreparably harmed
and its business severely impaired if Executive were to apply Executive's
specialized knowledge and establish or re-establish Executive in the Business
or related markets, either on Executive's own behalf or in conjunction with
another Entity, in competition with the Company in violation of the terms of
this Agreement or if Executive were to disclose in violation of this
Agreement, or make unauthorized use of, any Confidential Information.
Accordingly, Executive expressly acknowledges that Executive is voluntarily
entering into this Agreement and that the terms and conditions of this
Agreement (and this Section 7 in particular) are fair and reasonable to
Executive in all respects.

               7.3   Noncompetition. Executive covenants and agrees that while
employed by the Company and during the one (1) year period immediately
following the Termination Date, Executive shall NOT (except with the prior
written consent of the Board) directly or indirectly own, manage, operate,
join, purchase, organize (or take preparatory steps for the organization of),
build, control, finance, acquire, or lease, invest in, participate in the
ownership, management, operation, control or financing of, or be connected
with (as an officer, director, employee, partner, principal, manager, member,
agent, representative, associate, consultant, investor, advisor or otherwise),
any Entity (other than the Company) anywhere in the world that is



<PAGE>

engaged in any activity that is the same as, substantially similar to or
otherwise competitive with any aspect of the Business or any proposed activity
that the Company has made good faith plans to engage in as of the Termination
Date. This Section shall not apply to Executive's ownership of less than five
percent (5%) of the securities of any publicly held corporation.

               7.4   Nonsolicitation. Executive covenants and agrees that
while employed by the Company and during the one (1) year period immediately
following the Termination Date, Executive shall NOT, on Executive's own behalf
or as an agent or employee of, as a contractor to, as a consultant for, or
otherwise on behalf of or in conjunction with any Entity (whether as
proprietor, partner, shareholder, or otherwise), directly or indirectly
(through another person or Entity) intentionally induce or attempt to induce
any customers, suppliers, contractors, officers, employees or agents of any
kind of the Company to terminate their respective relationships with the
Company or to take action that would be an interference with the business of
the Company.

               7.5    Confidentiality.

                      7.5.1 Executive covenants and agrees that Executive
shall NOT (except with the prior written consent of the Board or except if
Executive is acting as an employee of the Company solely for the benefit of
the Company in connection with the Company's business and in accordance with
the Company's business practices and employee policies) at any time during or
following the term of Executive's employment by the Company directly or
indirectly disclose, divulge, reveal, report, publish, transfer or use, for
any purpose whatsoever, any Confidential Information.

                      7.5.2 Executive acknowledges and agrees that any
information and materials received by the Company from third parties in
confidence (or subject to non-disclosure or similar covenants) shall be deemed
to be and shall be Confidential Information for purposes of this Agreement.

               7.6   Ownership and Return of Information.

                     7.6.1  Executive covenants and agrees that all notes,
data, tapes, reference items, sketches, drawings, memoranda, files, papers,
specifications, records, documents, drawings, charts, reports, and similar
items and materials containing Confidential Information or otherwise relating
to the business of the Company (including, without limitation, copies or other
reproductions and whether in tangible form or contained on computer disks or
electronic or other media), whether prepared by Executive or otherwise coming
into Executive's possession or control, shall at all times remain the
exclusive property of the Company. Executive agrees to promptly turn over to
the Company all such materials in Executive's possession or under Executive's
control at the request of the Company or, in the absence of such a request,
upon the termination of Executive's employment with the Company, and that
Executive shall not make or retain in or on any media any copies,
reproductions synopses, compilations, summaries or abstracts thereof.



<PAGE>

                     7.6.2  Executive agrees that Executive shall not, by
virtue of Executive's association with the Company, acquire any rights in any
Confidential Information, good will or other assets or properties of the
Company, whether tangible or intangible, and whether or not created by
Executive. If Executive should be vested with any such rights by operation of
law or otherwise, Executive agrees to assign the same to the Company, without
further consideration, immediately upon the Company's request.

               7.7    Developments.

                     7.7.1 Executive will promptly disclose to the Company
(or any persons designated by it) all processes, formulas, data, computer
programs, software and documentation, know-how, improvements, discoveries,
developments, designs, algorithms, inventions, techniques, strategies and new
products, whether or not patentable or registrable under copyright or similar
statutes, made or conceived or reduced to practice or learned by Executive,
either alone or jointly with others, during the period of Executive's
employment that are related to or useful in the Business, result from tasks
assigned to Executive by the Company, or result from the use of premises
and/or resources owned, leased, or contracted for by the Company (all such
processes, formulas, data, computer programs, software and documentation,
know-how, improvements, discoveries, developments, designs, algorithms,
inventions, techniques, strategies and new products are hereinafter referred
to as "Inventions"). Executive will also promptly disclose to Executive, and
the Company hereby agrees to receive all such disclosures in confidence, all
other discoveries, developments, designs, improvements, inventions, formulas,
processes, techniques, programs, strategies, know-how, and data, whether or
not patentable or registrable under copyright or similar statutes, made or
conceived or reduced to practice or learned by Executive, either alone or
jointly with others, during the period of Executive's employment for the
purposes of determining whether they constitute "Inventions," as defined
above.

                     7.7.2  Executive agrees that all Inventions shall be the
                            sole property of the Company and its assigns, and
                            the Company and its assigns shall be the sole
                            owners of all patents, copyrights, and other
                            rights in connection therewith.  Executive hereby
                            assigns to the Company any rights Executive may
                            have or acquire in such Inventions. The exception
                            to this shall be that intellectual property that
                            has already been invented, or otherwise created
                            and/or documented in patent filings made prior to
                            joining the Company as an Executive. Executive
                            further agrees as to all such Inventions to assist
                            the Company in every proper way, to obtain and
                            from time to time enforce patents, copyrights, and
                            other rights and protections relating to said
                            Inventions in any and all countries, and to that
                            end Executive will execute all documents for use
                            in applying for and obtaining such patents,
                            copyrights, and other rights and protections on
                            and enforcing such Inventions, as the Company may
                            desire, together with any assignments thereof to
                            the Company or persons designated by it.



<PAGE>

                            Executive's obligation to assist the Company in
                            obtaining and enforcing patents, copyrights, and
                            other rights and protections relating to such
                            Inventions in any and all countries shall continue
                            beyond the termination of Executive's employment
                            or retention, but the Company shall compensate
                            Executive at a reasonable rate after termination
                            for time actually spent by Executive at the
                            Company's request on such assistance.  In the
                            event the Company is unable, after reasonable
                            effort, to secure Executive's signature on any
                            document or documents needed to apply for or
                            prosecute any patent, copyright, or other right of
                            protection relating to an Invention, whether
                            because of Executive's physical or mental
                            incapacity or for any other reason whatsoever,
                            Executive hereby irrevocably designates and
                            appoints the Company and its duly authorized
                            officers and agents as Executive's agent and
                            attorney-in-fact, to act for and on behalf of
                            Executive to execute and file any such application
                            or applications and to do all other lawfully
                            permitted acts to further the prosecution and
                            issuance of patents, copyrights, or similar
                            protections thereon with the same legal force and
                            effect as if executed by Executive.
                     7.7.3  The Executive shall for up to three years have the
                            right, but not the obligation, to enter into an
                            agreement with the Company for the rights to sell
                            and market those products and technologies
                            developed by the Company upon the Executives
                            termination from the Company at a cost not less
                            than 10% below what any other partner or
                            distribution channel would be able to buy them for
                            within the same channel. Should the Company enter
                            into any exclusive, or similar, agreement to sell
                            the products and technologies of the company in
                            certain geographical areas the Executive would be
                            considered restricted from these areas while the
                            Executive would retain the right for other
                            territories. This includes licensing fees for the
                            core technology as well as specific hardware and
                            software products developed from the technology.

               7.8   Distinct Covenants. The covenants contained in this
Section 7 shall be construed as if each covenant is divided into separate and
distinct covenants, and each such covenant shall constitute separate and
several covenants distinct from all other such covenants.

               7.9   Remedies. Executive expressly acknowledges that (a) the
covenants and restrictions contained herein are necessary, fundamental and
required for the protection of the Company's business, (b) such covenants
relate to matters that are of special, unique and extraordinary character that
gives each of such covenants a special, unique and extraordinary value, and
(c) a breach of any of such covenants or any other provision of this Agreement
will result in irreparable harm and damages to the Company which would be very
difficult to determine and which cannot be adequately compensated by monetary
award. Accordingly, the




<PAGE>

Company, in addition to and not to the exclusion of any monetary award or
other rights and remedies at law or in equity to which the Company may be
entitled and in addition to all other rights and remedies provided for in this
Agreement shall be entitled, as a matter of right, to injunctive relief and
specific performance, with respect to any actual or threatened breach by
Executive of any such covenants. In any legal or equitable proceeding arising
out of this Agreement (including to enforce or interpret this Agreement), in
the event that Company prevails in such proceeding, Executive shall pay to the
Company, all of the Company's costs and expenses (including, without
limitation, reasonable attorneys' fees) incurred by the Company in connection
with such proceeding.

               7.10  Severability. If any provision of this Section 7 shall be
held by a court of competent jurisdiction to be excessively broad as to
geographical area, duration, activity or subject, it shall be deemed to extend
only over the maximum geographical area, duration, activity and/or subject as
to which such provision shall be valid and enforceable under applicable law.

        8.     Executive's Representations. Executive hereby represents and
warrants to the Company that there are not now operative and in force any
employment agreements, contracts, other instruments or other restrictions of
any nature to which Executive is a party or by which Executive is bound that
restrict, limit, prevent, prohibit or make unlawful the execution by Executive
of this Agreement, or the performance by Executive of any or all of the
obligations, covenants and duties herein specified, or the Company's
employment of Executive in accordance herewith.

        9.     Arbitration. Except with respect to any equitable remedies, any
controversy or claim arising out of or in any way relating to this Agreement,
the performance of the parties under this Agreement, the termination of this
Agreement or the breach of this Agreement, shall be settled by arbitration in
the Washington, DC metropolitan area, in accordance with the procedures (the
"Procedures") of the American Arbitration Association (the "AAA"), and
judgment upon the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. The parties agree that any controversy or claim
subject to arbitration will be submitted to a single arbitrator selected from
the panels of arbitrators of the AAA in accordance with the Procedures unless
some other method is agreed to by the parties to this Agreement. Additionally,
the discovery provisions of the Federal Rules of Civil Procedures ("Rules")
then in effect shall apply in any such arbitration and the arbitrator is
hereby directed to enforce such Rules. The losing party in any such
arbitration shall pay the prevailing party's legal fees and costs as well as
the costs of the arbitration. The foregoing agreement to arbitrate shall be
specifically enforceable.

        10.    Survival.  Sections 6, 7, 8, 9 and 10 of this Agreement
expressly survive any termination of this Agreement and/or Executive's
employment by Company.

        11.    Non-Assignability by Executive.  Executive shall have no right
to assign this Agreement or any of Executive's rights or obligations hereunder
to another party or parties.



<PAGE>


        12.    Applicable Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Maryland applicable to
contracts executed and to be performed therein.

        13.    Non-Waiver of Breach. No failure of either party to exercise
any power, right or remedy given such party hereunder, or to insist upon the
strict compliance by the other party of any obligation, covenant, term,
condition, warranty or agreement hereunder, and no custom or practice at
variance with the terms hereof, shall constitute a waiver of such party's
right to demand exact compliance with the terms hereof.

        14.    Notices. Any notice, request, consent, approval, waiver or
other communication which may be or is required or permitted to be given under
this Agreement shall not be effective unless the same is in writing and is
delivered in person, or sent by registered or certified mail, return receipt
requested, first-class postage prepaid, to the addresses of the party first
set forth on the signature page hereof. Any party may change the address to
which notice must be given by giving notice of such change of address to the
other party in accordance with this Section 14. Time periods shall commence on
the date of hand delivery or proper mailing, as the case may be.

        15.    Entire Agreement; Amendments. This Agreement contains all of
the agreements and understandings between the parties hereto with respect to
the employment of Executive by the Company, and no oral agreements or written
correspondence shall be held to affect the provisions hereof. Neither this
Agreement nor any provision hereof may be amended, modified, changed, waived,
discharged or terminated orally, but only by an instrument in writing signed
by the party against which enforcement of the amendment, modification, change,
waiver, discharge or termination is sought.

        16.    Partial Invalidity. Should any part of this Agreement for any
reason be declared or held invalid or unenforceable, such invalidity or
unenforceability shall not affect the validity and enforceability of any
remaining portion, which remaining portion shall remain in force and effect as
if this Agreement had been executed with the invalid or unenforceable portion
thereof eliminated. In lieu of any such invalid, illegal or unenforceable
provision, the parties hereto intend that there shall be added as part of this
Agreement a provision as similar in terms to such invalid, illegal or
unenforceable provision as may be possible and be valid, legal and
enforceable.

        17.    Burden and Benefit.  This Agreement is binding upon, and inures
to the benefit of the Company, its successors and assigns, and Executive and
his heirs, executors, administrators, personal and legal representatives.

        18.    Number and Gender.  Where text requires, words in the singular
shall be deemed to include the plural and vice-versa, and words of any gender
shall be deemed to include all genders.

                        [Signatures on following page]



<PAGE>


         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by its duly authorized officer, and Executive has
hereunto set his hand, all done as of the day and year hereinabove first
written.

                                                    COMPANY:
                                                    NeoReach, Inc.

                                                    /s/ ARNE DUNHEM
                                                    -------------------------
                                                    By:  Arne Dunhem
                                                         President

                                                    EXECUTIVE:
                                                    /s/ SCOTT R. SMITH
                                                    --------------------------
                                                    Scott R. Smith