EXHIBIT 10.3

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT ("Agreement") entered into as of the 1st day
of October 2000 by and between AQUA CARE SYSTEMS, INC., a Delaware corporation
(the "Company"), and GEORGE J. OVERMEYER ("OVERMEYER").

                                    RECITALS:

         A. The Company is presently engaged in the design, engineering,
manufacturing, assembly, sales, marketing, distribution and service of
filtration systems and products, flow control systems and products, water
filtration and purification products (which together with all other businesses
that the Company may own or operate during the term, or any extended term, of
this Agreement shall collectively be the "Business");

         B. OVERMEYER has served as Vice President of Finance of the Business,
since February 2000;

         C. The Company believes that it is in the best interest of the Company
to continue to employ OVERMEYER as the Company's Vice President of Finance and
assure OVERMEYER of a secure minimum compensation and to diminish the inevitable
distraction of OVERMEYER that may result in the event of the possibility, threat
or occurrence of a Change of Control (as defined below) by providing for certain
compensation arrangement upon a Change of Control.

         NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties agree as follows:

         1. Recitations. The above recitations are true and correct and are
incorporated herein by this reference.

         2. Position of Employment. The Company hereby continues to employ
OVERMEYER as Vice President of Finance of the Business commencing as of the
Commencement Date (as defined in Section 3.1 herein).

                  2.1. Performance of Duties. OVERMEYER shall perform such
duties as are usually performed by a Vice President of Finance of a business
similar in size and scope as the Company and such other reasonable additional
duties as may be prescribed from time to time by the Company's Chief Executive
Officer which are reasonable and consistent with the Company's operations,
taking into account OVERMEYER's expertise and job responsibilities. OVERMEYER
shall report directly to the Chief Executive Officer of the Company. All actions
of OVERMEYER shall be subject and subordinate to the review and approval of the
Chief Executive Officer and the Company's Board of Directors. The Board of
Directors shall be the final and exclusive arbiter of all policy decisions
relative to the Company's Business.

                  2.2. Devotion of Time. During the term of this Agreement,
OVERMEYER agrees to devote full time and attention during normal business hours
to the business and affairs of the Company to the extent necessary to discharge
the responsibilities assigned to OVERMEYER

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and to use reasonable best efforts to perform faithfully and efficiently such
responsibilities. During this Agreement, it shall not be a violation of this
Agreement for OVERMEYER to (i) serve on corporate, civic or charitable boards or
committees; (ii) deliver lectures, fulfill speaking engagements or teach at
educational institutions; or (iii) manage personal investments or companies in
which personal investments are made, so long as such activities do not interfere
with the performance of OVERMEYER's responsibilities with the Company and such
companies are not in competition with the Company. Any income received by
OVERMEYER outside the scope of his employment and permitted pursuant to the
provisions hereof, shall inure to the benefit of OVERMEYER, and the Company
shall not claim any entitlement thereto.

                  2.3. Location of Employment. Unless otherwise agreed by
OVERMEYER, OVERMEYER's principal place of employment shall be in a mutually
agreeable location and facility within Broward or Palm Beach Counties, Florida.

                  2.4. Working Facilities. During the term of this Agreement,
the Company shall furnish, at his principal place of employment, an office,
furnishings and such other facilities and personnel commensurate and suitable to
his position and adequate for the performance of his duties hereunder.

         3. Term of Employment.

                  3.1. Term of Employment. This Agreement shall begin as of
October 1, 2000 (the "Commencement Date") and end on September 30, 2002, subject
to extension or earlier termination as otherwise set forth in this Agreement.

                  3.2. Termination of Employment by the Company for Cause. The
Company may terminate OVERMEYER's employment immediately for "Cause" (as defined
herein). For the purposes of this Agreement, "Cause" shall be defined as:

                           (a) a material default or breach by OVERMEYER of any
of the provisions of this Agreement;

                           (b) actions by OVERMEYER constituting fraud,
embezzlement or dishonesty;

                           (c) furnishing materially false, misleading, or
omissive information to the Company's Board of Directors or any committee
thereof;

                           (d) actions constituting a breach of the
confidentiality of the Business and/or trade secrets of the Company;

                           (e) willful failure to follow reasonable and lawful
directives of the Company's Board of Directors.

         Upon termination for Cause, the Company shall not be liable for payment
of any further compensation, other than Base Salary accrued prior to the
effective date of such termination and such benefits OVERMEYER would be entitled
to as mandated under the Comprehensive Omnibus Budget Reconciliation Act of 1985
("COBRA"). Notwithstanding any termination pursuant to this Section 3.2, the
provisions of Section 6 and 7 of this Agreement shall remain in full force and
effect.

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                  3.3. Termination Without Cause. Except following a Change of
Control (as defined in Section 3.6 herein), the Company shall have the right to
terminate this Agreement without Cause on thirty (30) days written notice,
subject to a cash payment by the Company in an amount equal to the greater of
(i) Base Salary payments OVERMEYER would otherwise have received had his
employment continued for the remainder of this Agreement, or (ii) one year's
Base Salary then in effect. In the event the Company terminates this Agreement
following a Change of Control the Company shall pay to OVERMEYER three times the
sum of (A) Base Salary then in effect, and (B) his last bonus, if any. The
payment required herein shall be paid in twelve (12) equal monthly installments
on the first day of each month commencing the first day of the month following
termination. During such twelve month period, OVERMEYER shall be entitled to
participate in maintain all employee benefit plans (including but not limited to
life insurance plans, group hospitalization, health, dental care, profit sharing
and pension, and other benefit plans) to which he was participating as of the
date of termination. The Company shall pay all expenses for such employee
benefits to be paid by the Company for such period.

                  3.4. Termination Upon Death. This Agreement shall be
automatically terminated upon the date of OVERMEYER's death, except that the
Company shall be obligated to continue to pay to OVERMEYER's estate Base Salary
for a period of three (3) months following OVERMEYER's death. The Base Salary
shall be payable in regular payroll installments over the three (3) month
period.

                  3.5. Termination by OVERMEYER. OVERMEYER may terminate this
Agreement upon thirty (30) days written notice after the occurrence of a
material default of this Agreement by the Company, which default is not cured
within the thirty-day notice period. Such notice shall set forth in reasonable
detail the facts underlying the default. If OVERMEYER terminates this Agreement
under this Section 3.5, OVERMEYER shall be entitled to payment by the Company of
the greater of (i) the Base Salary payments OVERMEYER would have received had
his employment continued for the remaining term of this Agreement, or (ii) one
year's Base Salary then in effect. The payment required pursuant to this Section
3.5 shall be paid in one lump cash payment within ten (10) days following the
effective date of termination. During the twelve month period following the date
of termination, OVERMEYER shall be entitled to participate in maintain all
employee benefit plans (including but not limited to life insurance plans, group
hospitalization, health, dental care, profit sharing and pension, and other
benefit plans) to which he was participating as of the date of termination. The
Company shall pay all expenses for such employee benefits to be paid by the
Company for such period.

                  3.6. Termination by OVERMEYER Upon Change of Control.
OVERMEYER may terminate this Agreement upon thirty (30) days written notice at
any time within six (6) months following the occurrence of a "Change of
Control." Upon such termination OVERMEYER shall be entitled to a severance
payment in an amount equal to two times the sum of (A) Base Salary then in
effect, and (B) his last bonus, if any. The payment required pursuant to this
Section 3.6 shall be paid in one lump cash payment within ten (10) days
following the effective date of termination. During the twelve month period
following the date of termination, OVERMEYER shall be entitled to participate in
maintain all employee benefit plans (including but not limited to life insurance
plans, group hospitalization, health, dental care, profit sharing and pension,
and other benefit plans) to which he was participating as of the date of
termination. The Company shall pay all expenses for such employee benefits to be
paid by the Company for such period. Change of Control is defined for the
purposes of this Agreement as any of the following acts:

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                           (a) The acquisition by any person, entity or "group"
within the mean of 13(d) or 14(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of twenty (20%) percent or more of either
the then outstanding shares of the Company's common stock or the combined voting
power of the Company's then outstanding voting securities entitled to vote
generally in the election of directors; or

                           (b) If the individuals who serve on the Company's
Board of Directors as of the Commencement Date (the "Incumbent Board") cease for
any reason to constitute at least a majority of the Board of Directors;
provided, however, any person who becomes a director subsequent to the
Commencement Date, whose election or nomination for election by the Company's
shareholders was approved by a vote of at least a majority of the directors then
compiling the Incumbent Board, shall for purposes of this Agreement be
considered as if such person was a member of the Incumbent Board; or

                           (c) Approval by the Company's stockholders of (i) a
merger, reorganization or consolidation whereby the Company's shareholders
immediately prior to such approval do not, immediately after consummation of
such reorganization, merger or consolidation own more than 50% of the combined
voting power entitled to vote generally in the election of directors of the
surviving entity's then outstanding voting securities; or (ii) liquidation or
dissolution of the Company; or (iii) the sale of all or substantially all of the
assets of the Company.

         Notwithstanding anything herein to the contrary, the definition of
"Change of Control" contained in Section 3.6(a) shall not apply to (i) any
person, entity or "group" existing as of the Commencement Date which owns in
excess of twenty (20%) percent of the outstanding shares of Company's common
stock on such date so long as (x) such person, entity or "group" does not change
its composition following October 1, 2000 or (y) such person, entity or "group"
does not acquire in excess of thirty (30%) percent or more of either the then
outstanding shares of the Company's common stock or the combined voting power of
the Company's then outstanding voting securities entitled to vote generally in
the election of directors; or (ii) any person, entity or "group" which acquires
such securities directly from the Company following approval of a majority of
the Incumbent Board with full knowledge that such acquisition of securities
would increase that person's, entity's or "group's" ownership to in excess of
twenty (20%) percent.

                  3.7. Automatic Extension. This Agreement shall be
automatically extended for successive two (2) year periods at the end of the
initial and each extended term thereafter, unless either party provides written
notice of termination to the other party at least one hundred twenty (120) days
prior to the expiration of the initial or such extended term, respectively.

         4. Compensation.

                  4.1. Salary. In consideration for the services to be provided
by OVERMEYER pursuant to this Agreement, the Company shall pay to OVERMEYER a
base salary at the annual rate of $100,000 ("Base Salary"), payable in cash in
installments consistent with the Company's normal payroll schedule in effect
from time to time, subject to applicable withholding and other taxes.

                  4.2. Cost of Living Increase. Commencing on January 1, 2002,
and on January 1 of each year thereafter during the initial and any extended
term hereof, Base Salary shall be increased by the greater of (i) six (6%)
percent of then existing Base Salary, or (ii) the percentage

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increase, if any, of the consumer price index for Urban Wage Earners and
Clerical Workers (Greater Metropolitan Miami area; all items) issued by the
Bureau of Labor Statistics of the U.S. Department of Labor. The Company's Board
of Directors shall have the discretion to grant increases in Base Salary in
excess of the amounts provided herein.

                  4.3. Bonus. Prior to the commencement of each fiscal year, the
Company's Board of Directors shall approve a budget for the operation of the
Business for the succeeding fiscal year. OVERMEYER shall be entitled to receive
a bonus equal to 50% percent of his Base Salary then in effect upon the
achievement of the net income number established in the budget for such fiscal
year. In addition, the Board of Directors or the Compensation Committee of the
Board of directors shall consider and approve incentive compensation goals or
standards for OVERMEYER for the determination of an additional bonus or other
incentive compensation of up to 50% of his Base Salary then in effect. The
bonuses, if any, shall be paid within 120 days after the Company's fiscal year
end. Notwithstanding anything herein to the contrary, the Board of Directors may
pay a bonus in excess of the amount earned pursuant to such incentive
compensation package.

                  4.4. Stock Options. Effective the Commencement Date, the
Company shall cause to be granted to OVERMEYER, options to purchase an aggregate
of 50,000 shares of the Company's common stock, $.001 par value, subject to and
on the terms set forth herein (the "Options"). The exercise price of such
Options shall be the closing sale price of such common stock on the last
business day preceding the Commencement Date. Such Options granted to OVERMEYER
shall have a term of ten (10) years. All Options so granted shall have a vesting
schedule of fifty percent (50%) on the first anniversary of the Commencement
Date and fifty percent (50%) on the second anniversary of the Commencement Date.
Vesting of Options shall immediately accelerate upon an event of Change of
Control as defined in Section 3.6 herein. In addition, OVERMEYER shall be
eligible from time to time to receive grants of stock options, under a stock
option plan or otherwise, in such amounts and at such times as determined by the
Board of Directors or any committee thereof. All terms of the options shall be
subject to and determined by the stock option plans, or the Board of Directors
if no plan is then in effect.

                  4.5. Additional Benefits.

                           4.5.1. Vacation. OVERMEYER shall be entitled to three
(3) weeks paid vacation during each twelve month period during the term of this
Agreement. In addition, OVERMEYER shall be entitled to paid time off for the
same holidays as other employees of the Company as established by the Company's
Board of Directors.

                           4.5.2. Automobile Expenses. During the term of this
Agreement, the Company shall provide OVERMEYER with the full and exclusive use
of an automobile commensurate with his position with the Company or, in lieu
thereof, at the option of the Company an automobile allowance of $600 per month.
The provisions of an automobile or automobile allowance, as the case may be,
shall be discontinued upon termination of this Agreement, regardless of the
reason for termination.

                           4.5.3. Reimbursement of Expenses. OVERMEYER is
authorized to incur reasonable traveling and other expenses in connection with
the Business and in performance of his duties under this Agreement. OVERMEYER
shall be reimbursed by the Company for all Business expenses which are
reasonably incurred by OVERMEYER. All reimbursable travel expenses shall be in
accordance with reasonable policy established from time to time by the Company's
Board of Directors.

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                           4.5.4. Participation in Employee Benefit Plans.
OVERMEYER shall be entitled to participate, subject to eligibility and other
terms generally established by the Company's Board of Directors, in any employee
benefit plan (including but not limited to life insurance plans, stock option
plans, group hospitalization, health, dental care, profit sharing and pension,
and other benefit plans), as may be adopted or amended by the Company from time
to time.

                           4.5.5. Additional Benefits. OVERMEYER shall receive
any such additional benefits that any other executive officer may receive during
the term of this Agreement at the reasonable discretion of the board of
directors.

         5. Disability.

                  5.1. Disability. In the event that OVERMEYER shall become
mentally or physically Disabled (as hereinafter defined) so as to be unable to
fully perform his duties herein, OVERMEYER shall continue to receive his monthly
Base Salary for each of the first six (6) months or any part thereof of any
continuous Disability, less any amounts received by him under any disability
insurance paid for by Company. If, upon the expiration of six (6) months of
continuous Disability, OVERMEYER remains incapacitated (hereinafter "Permanent
Disability"), the Company shall have the right to immediately terminate this
Agreement. Upon termination, OVERMEYER shall only be entitled to receive such
disability payments as may be provided in any disability policy maintained on
his behalf, if any.

                  5.2. Insurance. The Company shall maintain and keep in force
insurance policies covering the long and short-term disability of OVERMEYER in
amounts sufficient to satisfy the purposes of this Section 5.

                  5.3. Definition of Disability. Disability for the purposes of
this Article shall mean the inability of OVERMEYER to perform his duties as
described herein determined pursuant to any disability policies maintained by
the Company or OVERMEYER or if none as determined by a physician mutually agreed
upon by the Company and OVERMEYER.

         6. Representation by OVERMEYER. OVERMEYER hereby represents to the
Company that he is physically and mentally capable of performing his duties
hereunder and he has no knowledge of any present or past physical or mental
condition which would cause an insurance company to reject an application by
OVERMEYER for life insurance or for accident, sickness or disability insurance.

         7. Confidentiality and Non-Disclosure of Information.

                  7.1. Confidentiality. OVERMEYER shall not, during the term of
this Agreement or at any time thereafter, divulge, furnish or make accessible to
anyone, without the Company's prior written consent, any knowledge or
information with respect to any confidential or secret aspect of the Business
including but not limited to, information relating to identity and description
of services; purchaser's costs; pricing, design and development; customers and
prospects; marketing; selling; and other services ("Confidential Information").

                  7.2. Ownership of Information. OVERMEYER recognizes that all
Confidential Information and copies or reproductions thereof, relating to the
Company's operations and activities made or received by OVERMEYER in the course
of his employment are the exclusive

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property of the Company and OVERMEYER holds and uses same as trustee for the
Company and subject to the Company's sole control and will deliver same to the
Company at the termination of his employment, or earlier if so requested by the
Company in writing. All of such Confidential Information, which if lost or used
by OVERMEYER outside the scope of his employment, could cause irreparable and
continuing injury to the Company's Business for which there may not be an
adequate remedy at law.

                  7.3. Material Breach. Any material breach of the terms of this
paragraph by OVERMEYER shall be deemed a material breach of this Agreement.
OVERMEYER acknowledges that compliance with the provisions of this Section 7 is
necessary to protect the goodwill and other proprietary interests of the Company
and is a material condition of employment.

         8. Restrictive Covenant. As an inducement to cause the Company to enter
into this Agreement, OVERMEYER covenants and agrees that during his employment
and, for a period of twelve (12) months after he ceases to be employed by
Company, regardless of the manner or cause of termination, except as limited in
Section 8.7 below.

                  8.1. Restriction. He will not be an employee, agent, director,
stockholder or owner (except of not more than a controlling interest in the
voting securities of any publicly traded entity), partner, consultant, financial
backer, creditor or be otherwise directly or indirectly connected with or
participate in the management, operation or control of any Business, firm,
proprietorship, corporation, partnership, association, entity or venture
primarily engaged in a similar business as the Business (a "Competing Business")
anywhere within the United States.

                  8.2. Solicitation of Business. He will not initiate any
contact with, call upon, solicit Business from, sell or render services to any
customer of the Company with respect to a Competing Business anywhere within the
United States or purchase from any supplier or potential supplier any materials
for same and OVERMEYER shall not directly or indirectly aid or assist any other
person, firm or corporation to do any of the aforesaid acts.

                  8.3. Solicitation of Employees. He will not directly or
indirectly, as principal, agent, owner, partner, stockholder, officer, director,
employee, independent contractor or consultant of any Competing Business
anywhere within the United States or in any individual or representative
capacity for solicit, directly or indirectly cause others to solicit the
employment of any officer, sales person, agent, or other employee of the Company
for the purpose of causing said officer, sales person, agent or other employee
to terminate employment with the Company and be employed by such Competing
Business.

                  8.4. Material Violation. A violation of this Section 8 shall
constitute a material and substantial breach of this Agreement and shall result
in the imposition of the Company's remedies contained in Section 12 herein.
OVERMEYER acknowledges and agrees that proof of one such personal solicitation
by OVERMEYER of a customer, supplier or employee, shall constitute absolute and
conclusive evidence that OVERMEYER has substantially and materially breached the
provisions of this Agreement.

                  8.5. Other Employment. OVERMEYER HEREBY ACKNOWLEDGES AND
UNDERSTANDS THIS AGREEMENT INHIBITS OVERMEYER"S ABILITY TO WORK FOR THE SAME
KIND OF BUSINESS FOR A PERIOD OF ONE (1) YEAR AFTER THE END OF OVERMEYER'S
EMPLOYMENT WITH THE COMPANY. It is understood by and between the parties that
the foregoing covenants set forth in Sections 7 and 8 are essential elements
of this

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Agreement, and that, but for the agreement of OVERMEYER to comply with such
covenants, the Company would not have entered into this Agreement. OVERMEYER
acknowledges and confirms that the length of the term and the geographic
restrictions contained in this Section 8 are fair and reasonable and not the
result of overreaching, duress or coercion of any kind. OVERMEYER further
acknowledges and confirms that his full, uninhibited and faithful observance of
each of the covenants contained in Sections 7 and 8 will not cause any undue
hardship, financial or otherwise and that enforcement of each of the covenants
contained herein will not impair his ability to obtain employment commensurate
with his ability on terms fully acceptable to him. OVERMEYER further
acknowledges that his knowledge of the Company's Business is such as would cause
the Company serious injury and loss if he were to use such ability and knowledge
to the benefit of a competitor or were he to compete with the Company.

                  8.6. Severability. In the event that any court of competent
jurisdiction shall hold the time or territory contained in this Section 8 to
constitute an unreasonable restriction upon OVERMEYER, OVERMEYER agrees that the
provisions of this Section 8 shall not be rendered void but shall apply as to
time and territory as such court may judicially determine or indicates is a
reasonable restriction under the circumstances involved.

                  8.7. Default on Severance Payments. If the Company breaches
any requirement of this Agreement for any payments required to be made as a
result of the termination of this Agreement, in addition to any other remedy to
which OVERMEYER may be entitled, the Company shall not be entitled to enforce
the provisions of this Section 8. The provisions of this Section 8.7 shall not
be deemed an election of remedies by OVERMEYER or satisfaction of any obligation
for payments by the Company pursuant to any other term herein.

         9. Rights to Work Product. OVERMEYER agrees that all work performed by
OVERMEYER pursuant hereto shall be the sole and exclusive property of the
Company, in whatever stage of development or completion. With respect to any
copyrightable works prepared in whole or in part by OVERMEYER pursuant to this
Agreement, including compilations of lists or data, OVERMEYER agrees that all
such works will be prepared as "work-for-hire" within the meaning of the
Copyright Act of 1976, as amended (the "Act"), of which the Company shall be
considered the "author" within the meaning of the Act. In the event (and to the
extent) that such works or any part or element thereof is found as a matter of
law not to be a "work-for-hire" within the meaning of the Act, OVERMEYER hereby
assigns to the Company the sole and exclusive right, title and interest in and
to all such works, and all copies of any of them, without further consideration,
and agrees to the extent reasonable under the circumstances, to cooperate with
the Company to register, and from time to time to enforce, all patents,
copyrights and other rights and protections relating to such works in any and
all countries. To that end, OVERMEYER agrees to execute and deliver all
documents requested by the Company in connection therewith, and OVERMEYER hereby
irrevocably designates and appoints the Company as OVERMEYER's agent and
attorney-in-fact to act for and on behalf of OVERMEYER and in OVERMEYER's stead
to execute, register and file any such applications, and to do all other
lawfully permitted acts to further the registration, protection and issuance of
patents, copyrights or similar protections with the same legal force and effect
as if executed by OVERMEYER. The Company shall reimburse OVERMEYER for all
reasonable costs and expenses incurred by OVERMEYER pursuant to this Section 9.

         10. Business Opportunities. During the term of this Agreement,
OVERMEYER agrees to bring all business opportunities to the Company relating to
or otherwise associated with the Business or businesses then conducted by the
Company or any affiliate thereof, or business or businesses proposed to be
conducted by the Company or any such affiliate in the future.

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OVERMEYER further agrees not to pursue any such business opportunity or
opportunities for his own account or for the account of any third party
irrespective of the Company's decision to exploit or not to exploit any such
business opportunity.

         11. Employee's Right to Contract. OVERMEYER represents and warrants to
the Company (i) that this Agreement constitutes his valid and binding
obligation, enforceable against him in accordance with its terms; (ii) that
neither the execution nor the delivery of this Agreement nor the performance by
him of any of his covenants hereunder will constitute a default under any
contract, agreement or obligation to which he is a party or by which he or any
of his properties is bound; (iii) that there are no lawsuits, arbitration
actions or other proceedings (equitable, legal, administrative or otherwise)
pending or (to the best of his knowledge) threatened which could adversely
affect the validity or enforceability of this Agreement or his obligation or
ability to perform his obligations hereunder; and (iv) that no consent, approval
or authorization of, or notification to, any governmental entity or any other
person is required in connection with the execution, delivery or performance of
this Agreement by him.

         12. Remedies. OVERMEYER hereby acknowledges, covenants and agrees that
in the event of a material default or breach under this Agreement:

                  12.1. Injunctive Relief. Company may suffer irreparable and
continuing damages as a result of such breach and its remedy at law will be
inadequate. OVERMEYER agrees that in the event of a violation or breach of this
Agreement, in addition to any other remedies available to it, Company shall be
entitled to an injunction restraining any such default or any other appropriate
decree of specific performance, without the requirement to prove actual damages
or to post any bond or any other security and to any other equitable relief the
court deems proper; and

                  12.2. Monetary Damages. Any and all of Company's remedies
described in this Agreement shall not be exclusive and shall be in addition to
any other remedies which Company may have at law or in equity including, but not
limited to, the right to monetary damages.

         13. Severability. The invalidity of any one or more of the words,
phrases, sentences, clauses, sections, subdivisions, or subparagraphs contained
in this Agreement shall not affect the enforceability of the remaining portions
of this Agreement or any part thereof, all of which are inserted conditionally
on their being legally valid. In the event that one or more of the words,
phrases, sentences, clauses, sections, subdivisions, subparagraphs, or articles
are determined to be unenforceable and if such invalidity shall be caused by the
length of any period of time or the size of any area set forth in any part
hereof, such period of time or such area, or both, shall be considered to be
reduced to a period or area which would cure such invalidity.

         14. Indemnification. Company agrees to indemnify OVERMEYER for any and
all liabilities to which he may be subject as a result of his service to the
Company as an officer, director, or agent or of any other enterprise in which he
serves at the request of the Company, or otherwise as a result of his employment
hereunder, including all expenses, including legal fees and costs of counsel of
OVERMEYER's choice, incurred as a result of any proceedings brought or
threatened against OVERMEYER, to the fullest extent permitted by law. Counsel's
fees, to the fullest extent permitted by law, shall be paid by the Company in
advance of any final disposition of a proceeding upon receipt of an undertaking
by OVERMEYER that he will repay such fees if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to indemnification. The
Company will use its best efforts to obtain and keep in force adequate director
and officer liability insurance during the term of this Agreement and for a
period of six (6) years thereafter.

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         15. Successors and Assigns.

                  15.1. Successors. This Agreement shall be binding upon the
parties hereto and their successors and assigns.

                  15.2. Assumption. The Company shall require any successor of
the Company, by an agreement in form and substance satisfactory to OVERMEYER, to
expressly assume and agree to be bound by the terms of this Agreement in the
same manner and to the same extent that the Company would be required to perform
if no succession had occurred. Company shall be in material breach of this
Agreement if any such successor fails to expressly assume or otherwise agree to
guaranty performance of this Agreement to the extent Company was obligated prior
to any succession.

                  15.3. Assignment. Except as expressly stated in Section 15.1
above, this Agreement shall be non-assignable by either the Company or OVERMEYER
without the written consent of the other party, it being understood that the
obligations and performance of this Agreement are personal in nature.

         16. Notice. Any notices or other communications to any party pursuant
to or relating to this Agreement must be in writing and shall be deemed to have
been given or delivered when (i) hand-delivered, (ii) mailed through the U.S.
Postal Service via certified mail, return receipt requested, postage prepaid, or
(iii) through a nationally recognized overnight courier, or (iv) via facsimile,
to the party at their addresses below:

               Company:                   Aqua Care Systems, Inc.
                                          11820 N. W. 37th Street
                                          Coral Springs, Florida 33065
                                          Attention: Norman J. Hoskin

               with a copy to:            Bryan W. Bauman, Esq.
                                          Wallace, Bauman, Legon, Fodiman,
                                          Ponce & Shannon, P.A.
                                          1200 Brickell Avenue, Suite 1720
                                          Miami, Florida 33131

               OVERMEYER:                 George J. Overmeyer
                                          121 S. W. 96th Terrace, Apt 404
                                          Plantation, Florida 33324

or such other address given by such party to the other party at any time
hereafter.

         17. Entire Agreement. This Agreement contains the sole and entire
agreement between the parties with respect to the subject matter hereof.

         18. Amendment. No amendment, waiver or modification of this Agreement
or any provisions of this Agreement shall be valid unless in writing and duly
executed by both parties.

         19. Binding Agreement. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective heirs, legal representatives,
successors and assigns.

                                      -10-
<PAGE>

         20. Waiver. Any waiver by any party of any breach of any provision of
this Agreement shall not be considered as or constitute a continuing waiver or
waiver of any other breach of any provision of this Agreement.

         21. Captions. Captions contained in this Agreement are inserted only as
a matter of convenience or for reference and in no way define, limit, extend, or
describe the scope of this Agreement or the intent of any provisions of this
Agreement.

         22. Attorneys' Fees. In the event of any litigation arising out of this
Agreement, the prevailing party shall be entitled to recover its attorneys' fees
and costs, including attorneys' fees and costs incurred on appeal.

         23. Governing Law. This Agreement shall be governed by the laws of the
State of Florida.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.


                                         AQUA CARE SYSTEMS, INC., a Delaware
                                         corporation

                                         By:
                                            ------------------------------------
                                                      NORMAN J. HOSKIN
                                                         President


                                            ------------------------------------
                                                    GEORGE J. OVERMEYER

                                      -11-