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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                            ------------------------

                                   FORM 10-KSB



   /X/     ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
           SECURITIES  EXCHANGE  ACT  OF  1934


                  FOR  THE  FISCAL  YEAR  ENDED  DECEMBER  31,  1999
                                       OR



   / /     TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
           SECURITIES  EXCHANGE  ACT  OF  1934  (NO  FEE  REQUIRED)



                        COMMISSION FILE NUMBER 33-67766-A
                            ------------------------

                          EMAGISOFT TECHNOLOGIES, INC.

             (Exact name of registrant as specified in its charter)



               FLORIDA                                59-3401044
               -------                                ----------
    (State  or  other  jurisdiction  of     (IRS Employer Identification Number)
      Incorporation  or  organization)


405  CENTRAL  AVENUE,  2nd  FLR,  ST.  PETERSBURG,  FL          33701
------------------------------------------------------          -----
(Address  of  principal  executive  offices)               (Zip  Code)

                                 (727)  898-0688
                                 ---------------
              (Registrant's  telephone  number,  including  area  code)

<PAGE>

          SECURITIES  REGISTERED  PURSUANT  TO  SECTION  12(b)  OF  THE  ACT:

          TITLE  OF  EACH  CLASS          NAME  OF  EXCHANGE ON WHICH REGISTERED

     NONE                              NONE
     ----                              ----

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                         Common Stock, $0.0001 par value
                            ------------------------

     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  Yes  /X/  No  / /

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.  [X]

For the fiscal year ended December 31, 1999, consolidated revenues of the issuer
were  $  421,000

As of December 31, 1999, there were 13,174,000 shares of the Registrant's common
stock  outstanding.  The  aggregate  market  value  of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the  common  equity  was  last  sold, as of December 31, 1999, was $ 16,467,500.


                      DOCUMENTS  INCORPORATED  BY  REFERENCE

                                      None

Transitional Small Business Disclosure Format  Yes  / /  No  /X/

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                                 TABLE  OF  CONTENTS
                                                                       Page  No.
                                                                       ---------
<TABLE>
<S>                                                                        <C>
PART  I.
  ITEM 1.  BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
  ITEM 2.  PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . .    9
  ITEM 3.  LEGAL  PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . .    9
  ITEM 4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF SECURITY HOLDERS  . .    9

PART  II
  ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
            MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
  ITEM 6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
            CONDITION AND RESULTS  OF  OPERATIONS . . . . . . . . . . . .   10
  ITEM 7.  FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . .   14
  ITEM 8.  CHANGES  IN,  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . . . . .   28

 PART  III
  ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS; PROMOTERS AND CONTROL PERSONS
            OF THE REGISTRANT; COMPLIANCE WITH SECTION 16(A) OF THE
            EXCHANGE ACT . . . . . . . . . . . . . . . . . . . . .  . . .   28
  ITEM 10. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . .   29
  ITEM 11. SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND
            MANAGEMENT  . . . . . . . . . . . . . . . . . . . . . . . . .   29
  ITEM 12. CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS . . . . . .   30

PART  IV
  ITEM 13. EXHIBITS,  FINANCIAL STATEMENTS, FINANCIAL STATEMENT
            SCHEDULES, AND REPORTS  ON  FORM  8-K . . . . . . . . . . . .   30
  SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   30

</TABLE>
                                       i
<PAGE>

                                     PART I


FORWARD-LOOKING  STATEMENTS

The  information  in  this report contains forward-looking statements within the
meaning  of  Section  27A  of  the  Securities  Act  of  1933,  as  amended (the
'Securities  Act"),  and  Section 21E of the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act").  Such  statements  are  based  upon  current
expectations  that  involve  risks  and uncertainties. In our discussions of the
Company  and  our  business  strategy, we have included financial projections of
anticipated  future operations. Those projections are based on management's best
estimate  of  the  financial  effects of future events and should be viewed with
caution.  Any  statements or financial projections contained herein that are not
statements  of  historical  facts  may be deemed forward-looking statements. For
example,  words  such  as  "may,"  "will,"  "should,"  "estimates,"  "predicts,"
"potential,"  "continue,"  "strategy,"  "believes,"  "anticipates,"  "plans,"
"expects,"  "intends,"  and  similar  expressions  are  intended  to  identify
forward-looking  statements.  Any  forward-looking  statements  and  financial
projections are not guarantees of future performance and are subject to a number
of  risks  and  uncertainties, some of which are beyond our control. These risks
and  uncertainties are described and discussed elsewhere in this report. Because
of  these  inherent  risks and uncertainties, the forward-looking events may not
occur  or  they  may  vary  materially  from those described in this report. You
should  not  rely  on these forward-looking statements or financial projections.
They  are  only  our  opinion  as  of  the  date  of  this  report.

ITEM  1.  BUSINESS

The  Company

Through  our  subsidiaries, we are a provider of Internet software and services.
We  have developed and are completing QuickSuite, a comprehensive and integrated
set of Internet-based software tools engineered for the development, deployment,
marketing,  and  management  of commercial Web sites. We are also completing the
installation and deployment of QuickServices, a highly reliable network and data
processing  facility  for  Internet  hosting  services  and  support.  As a true
Application  Service  Provider  (ASP),  we  provide  our customer with the total
hardware and software solution to their Web needs. The ASP model is the trend in
business-to-business as well as business-to-consumer outsourcing. As an ASP, our
services allow our customers to focus on their core competencies and yet respond
to  rapidly  changing technologies while reducing the high cost of participation
in  e-commerce.

We  have  two  primary  sources  of  revenues: Rental revenues of our QuickSuite
software  in  connection  with the associated Internet Website hosting revenues,
(QuickServices);  and  revenues from Website design through our Solution Support
Centers.  Both  revenue  sources  compliment  the  others  in  providing a total
e-commerce  solution.

Emagisoft  Corporation  is  a wholly owned subsidiary of Emagisoft Technologies,
Inc.  Emagisoft  Corporation is the developer of the QuickSuite software and the
QuickServices  hosting  platform.  Emagisoft Corporation will concentrate on the
software  development and platform build-out and expansion. Customer service and
product  sales are to be handled by the third-party Solution Centers, who act as
Value  Added  Resellers  (VARs)  for  the  company's  products  and  services.

Interactive  Media  Solutions,  Inc.  is  a wholly owned subsidiary of Emagisoft
Corporation.  Interactive  Media  Solutions,  Inc.  is  a full-service new media
agency providing high-quality digital content and Web site design services. With
the  acquisition  of  Interactive  Media  Solutions, Inc., Emagisoft Corporation
established  the  first Solutions Support Center for its products. The Solutions
Support Center model will provide training, support, and development services to
the  entire  network  of  QuickSuite  developers  and  resellers.

                                        1
<PAGE>

Employees

At  December  31,  1999,  we  had  33  employees  at our St. Petersburg, Florida
headquarters,  organized  as follows: 13 in software development; 3 in sales and
marketing;  8 in media design; 9 in administration. We also use approximately 60
contract  programmers in the research and development of our software. There are
no  collective  bargaining  agreements in effect. We believe that relations with
our  employees  are  good.  None  of  our  employees  is represented by a union.
Generally,  our  employees  are employed on an at-will basis. Several of our key
employees  are subject to employment agreements. We require all of our employees
to  sign  a  Confidential  Information and Invention Assignment Agreement, which
intends  to  protect  information  and  ideas proprietary to our company and its
subsidiaries.

Network  Overview

Our  goal  is  to  provide our customers with superior features and performance.
Components  of  our  Internet  connectivity solution include a tier-one national
backbone  over  an ATM network. We include high-performance network architecture
to  give  customers  excellent  service  24  hours  a  day,  with  7-day-a-week
reliability.  Server  throughput  and  other  performance  characteristics  are
monitored  automatically  for  optimal  load  leveling  and  traffic  balancing.

Many online services companies experience bottlenecking when reading and writing
data  to  their  disk  drives,  but  with solid state database disk caching, our
drives  are  writing data to RAM. This decreases the time it takes to access the
disk from 7 to 10 milliseconds down to .035 milliseconds, a significant increase
in  disk  drive  performance.  We  can  configure the unit (MegaCache 4000) as a
cache,  a  solid-state  disk  (SSD),  or  both.

Network Monitoring capabilities are in place to determine many aspects of server
health  including  availability, CPU usages, hard disk space, and other factors.
When  any  of  these  criteria  meet  or  exceeds pre-determined thresholds, the
network administrators are notified. We continuously monitor the network for new
devices  and  the  status  of equipment on the network. Discovery and monitoring
also  detect  devices  that  are  located  across  Wide  Area  Networks  (WANs).

Emagisoft  Corporation  generates Web-based reports for proactive trend analysis
on  the  health  of  the network. These reports point out trends in performance,
availability,  inventory,  and  exceptions.  Analysis  of  this  historical data
provides  a  clear  picture about the devices in the network, and allows network
managers  to  take  action  before there is a problem in the network.  Emagisoft
Corporation  will implement proactive management to alert network administrators
of  network  and  server  issues  before  problems  arise.

The  Emagisoft  e-commerce solution features an unparalleled level of support by
dedicated  and  fully  trained  systems  and  network  support  staff. Certified
third-party  integrators  participating in the Emagisoft Solution Center program
will  provide initial QuickSuite customization support. All QuickSuite Web sites
will  be  hosted  and  administered at Emagisoft's facilities in St. Petersburg,
Florida,  and  at  other  locations as they become operational. Support services
will  include  24-hour  a  day  dedicated  network  administration, with systems
support  on  a  standard business day basis and off-hour support available at an
additional fee.  Additional customer services and support, including support for
shoppers through third-party providers, will be addressed on an as-needed basis.

Our  network  delivery  plan  involves  a  zero  fault  tolerance  concerning
reliability.  To achieve this goal, we have entered into strategic relationships
with  WinStar;  providers  of  wireless delivered bandwidth, and are negotiating
with  DSL  Networks, a provider of a private data network linked directly to the
Internet backbone. These relationships include the delivery of bandwidth for the
operation of our network as well as agent relationships for the reselling of the
bandwidth  to  end  user  customers.

                                        2
<PAGE>

Software  Products  Overview

Core  to  the  Emagisoft "Total E-commerce Solution" are the QuickSuite software
tools,  each based on an easy-to-learn, easy-to-use, integrated Web browser user
interface.  QuickSuite  technology  automates  every  business  function for the
Web-based merchant's operation, providing a comprehensive e-commerce solution to
create dynamic, feature rich Web sites. The "Total E-commerce Solution" empowers
merchants  with  sophisticated  management  tools  for  hands-on  business
administration,  provides an arsenal of marketing weapons to place them ahead of
their  competition,  and  creates  a powerful yet convenient online environment.

The  QuickSuite  software  includes  the  following  modules:

 QUICKCOMPOSER  -  WEB  PAGE  DEVELOPMENT  AND  MAINTENANCE  TOOL  KIT
QuickComposer  provides  a  simplified  environment allowing QuickSuite users to
rapidly  design,  modify,  and maintain the visual presentation layers for their
Web sites. QuickComposer allows users to create customized environments, motifs,
and  themes  thus  offering  consistency  in  backgrounds,  bullets,  banners,
hyperlinks, and navigation bars across their entire Web site - without requiring
technical  knowledge.  This  design  strategy provides the flexibility to create
world-class,  consistently  designed  Web  content.

 QUICKRESOURCES  -  FORMS  AND  WORKFLOW  GENERATOR
QuickResources  is  a  tool  that  allows the user to generate Web browser-based
forms  that collect and manage information over the Web.  These forms enable Web
browser  users  (Web  surfers,  purchasing  agents,  customers,  etc.)  to enter
information  into  the  QuickSuite  customers'  database.

 QUICKPURCHASE  -  E-COMMERCE  ONLINE  CATALOG  DATABASE
QuickPurchase  is the underlying commerce engine that drives the client's online
e-commerce  application  for  conducting  business-to-consumer  or
business-to-business  sales.  Descriptions,  specifications,  and  pricing
information,  etc.  can  be  cross-referenced  with user-defined departments and
category  designations.  QuickPurchase  enables  the manufacturer or reseller to
easily  maintain  the e-commerce "Storefront" or "Distributor Warehouse" once it
has  been published to the Web. QuickPurchase helps online purchasers to quickly
find specific product items through easy-to-use query, sort, and find functions.

 QUICKTRANSACT  -  ONLINE  CREDIT  CARD  PROCESSING  SYSTEM
All  business payment transactions require a system to facilitate of sending and
receiving payment from the buyer and seller. Emagisoft acts as a gateway for the
manufacturer  or  reseller,  presenting  charges  to the processor designated by
them.  QuickTransact  provides  the  mechanism  for  exchange  of  payment
reconciliation  and  process.  QuickTransact  facilitates this process through a
service-based  solution  that  captures and processes payment data.  Optionally,
the  manufacturer or reseller can choose various additional transaction services
including:  Authorization,  Settlement,  Credit,  Fraud  Screening  (through our
strategic  partner  Cybersource),  Delivery  Address  Verification,  and  Tax
Calculations.

 QUICKSTATISTICS  -  CLIENT  TRACKING  SYSTEM
QuickStatistics  tracks  all  Web  presence activity specific to each respective
hosted  Web  site,  including  numbers of visitors each minute, hour, day, week,
month,  and  year.  It  provides  detailed information about visitors including:
active  sessions, unique sessions, browser type, referring URL, referring search
engine  and keyword, network geographic location of user, their desktop browsing
platform,  their  behavior  while  at  the  Web  site,  etc.

 QUICKPOSITION  -  SEARCH  ENGINE  PLACEMENT  AND  INDEXING  TOOLS
QuickPosition  is  a  key  Internet marketing tool which provides an interactive
environment  for  collecting  and  updating  information  about the Web site for
automated  submission  and  indexing  to  search  engines  and link directories.

                                        3
<PAGE>

The different modules of the software are in various stages of development, with
the  release  of commercial versions of all modules scheduled for the second and
third  quarters  of  2000.

Website  Design  Overview

The  QuickSuite  solution  is a total e-commerce solution including, if desired,
professional  Website  configuration  and design. During the software completion
phase,  Emagisoft  is  funneling  beta  applications of the software tool to its
subsidiary,  Interactive  Media  Solutions, Inc. (IMS). As Emagisoft's in-house,
Solutions Support Center (SSC), IMS compliments implementation of the QuickSuite
family of software tools and provides us with high quality beta sites showcasing
the  software.  During  these final phases of product development, IMS customers
are  not charged for the software component of the E-commerce platform; however,
design  service  fees  as  well  as  hosting  fees  apply.

Benefits  of  the  QuickSuite  Solution

We  believe  our  Total  Solutions  Provider  (TSP)  business model provides the
following  benefits:

Implementing   e-commerce  applications  in-house  by a company is a  costly and
involved  process.  Often up-grades and additional information technologies (IT)
staff  is  required.  Our  software  and  network  solutions  often  result  in
substantial  cost  savings  to  our  customers.  Our  e-commerce  platform gives
customers  access to innovative technology traditionally reserved only for large
companies.

Laypeople  with  minimum  technical  experience  are  able to  use QuickSuite to
conduct  their  daily Internet activities. In-house applications often require a
broad  range  of people with a complex combination of skills with many different
software  tools  and  technologies.  The  way Web presences are now designed and
maintained,  companies have to install many different software applications and,
by  proxy  ties  the  users  to a particular machine to make it work. QuickSuite
customers,  however,  are  always  using  the most current version regardless of
where  they  log  in  from,  as  well  as  not having the hassle of upgrading or
downloading  new  versions.

The  QuickSuite  family  of  software  is  totally  integrated  and  each module
operates  seamlessly  with the others. This often results in substantial savings
in  time  and  eliminates  compatibility  issues often found in other e-commerce
platforms.

The  QuickSuite  platform  is  completely  browser-based  with  a  user-friendly
interface.  Access  to  the  e-commerce  site  is only limited by permission and
Internet  connectivity.  Our  customers  can  have full access to all authorized
areas  of  their  e-commerce  site from any computer with Internet connectivity,
anywhere  in  the  world.

Customers

We  plan  to  have  our  Solutions Center Sales Channel market, target, and sell
primarily  to  companies  with annual revenues of at least one-half of a million
dollars  and  higher, with no limitation on the company size, to include Fortune
1,000,  500,  and 100 companies. However, companies with annual revenues between
$1  million  and  $100  million  will  be  the  primary  target  demographic for
Emagisoft's  products  and  services.  Both  business-to-business  and
business-to-consumer  applications  benefit  from our robust, scalable platform.

                                        4
<PAGE>

Competition

The  Application  Service Provider (ASP) model involves the use of third parties
to  remotely  host a company's applications. The ASP provides software, Internet
hosting,  and  connectivity,  as  well  as  design services, and a wide array of
support  functions.  The  industry,  while  still  in  its  infancy,  is  highly
competitive and there are no substantial barriers to entry. The most significant
factors  include reliability, quality of services, and an established network of
business  references.

Our competition includes large suppliers of Internet solutions including Oracle,
Microsoft,  Qwest,  GTE,  and others who are forming partnerships to provide ASP
solutions. In addition, medium and small sized Internet Service Providers (ISPs)
are  forming  alliances  with  software  and  design firms to complete their ASP
product  offerings.  Major  systems  integrators  such  as  Andersen Consulting,
L.L.P.,  IBM  and  others  provide  information  technology  solutions including
Internet-related  products  to  their  customers.

While  it  is  uncertain who will ultimately command the largest market share of
the ASP market, the telecommunications carriers and other providers of bandwidth
will have the advantage of greater economies of scales and the ability to engage
in  various  forms  of  price  competition. We have formed and are continuing to
pursue  strategic  alliances  with several upstream providers, including WinStar
and DSL Networks, to benefit from their network and pre-existing customer bases.
These  relationships  include the delivery of bandwidth for the operation of our
network as well as agent relationships for the reselling of the bandwidth to end
user  customers.

Our  Strategy

We  will  adopt  aggressive  marketing  and  sales  strategies that will utilize
e-commerce  technologies,  traditional  marketing, direct mail and telemarketing
programs,  and  strategic  alliances  to  ensure  the  broadest  possible market
penetration  for  QuickSuite  in  the  most  timely  fashion.

A  direct  sales  force  will be deployed to quickly establish reseller channels
including:  hardware  integrators, Web developers, Solutions Centers, VAR's, and
distributors.  Resellers  will  be  encouraged  to  tie-in  e-commerce marketing
programs  supported  by  the  Emagisoft Website and e-mail promotional programs.
Trade  shows,  product  seminars,  and  special  events will target the reseller
channels  to  develop  and  expand  this  distribution channel. E-mail marketing
campaigns  will  target  small  businesses,  VAR's,  and Fortune 5000 companies.

A  focused  publicity  campaign will disseminate new product release notices and
product  reviews  by prominent writers and Internet personalities to appropriate
print  media.  Beta  test sites will be developed in conjunction with prominent,
high profile companies, to be presented as third-party endorsement and showcases
for  the  QuickSuite  products.

A comprehensive advertising campaign will concurrently build market awareness of
the  "Total  E-commerce  Solution"  and  the  Emagisoft  Web  site.  Targeted
publications  will be chosen for each market segment including end-users, VAR's,
resellers  and  developers.  Co-op  advertising  programs will also be developed
with  the  resellers.

Emagisoft  is  forming  and  continues  to  pursue  strategic  alliances  and
partnerships  with  key  industry  leaders. Strategic alliances and partnerships
also  provide preferred access to technical products, resources, and assistance,
helping  to  ensure  that  QuickSuite  remains at the leading edge of e-commerce
technology.  Publicity  campaigns  will  be  deployed  for  each partnership and
alliance  to  promote  the  implicit  third-party  endorsement  and  credibility
generated.

                                        5
<PAGE>

Emagisoft's  strategy  includes  enlisting  a network of resellers from 40 major
metropolitan  US  markets  and  using  traditional  channel-support  strategies.
Solutions Centers, as we call these resellers, are best suited for marketing and
servicing  our  products  and  services.  We  will  help them design a marketing
strategy  and  offer  a  series  of  sales training courses for their integrator
staff.  There  will  also  be  separate  training  for  the  salespeople.

We  will  be rolling out up to eight new regional facilities, geographically and
strategically  located  in major US markets. Within these facilities, there will
be  a  Solutions  Support  Center  with  graphic  designers  and,  QuickSuite
professionals who will offer training and support for new and existing Solutions
Centers  in  that  region.  There  will  be  a  full-service  24/7 Internet Data
Processing  Center.  We estimate that over the next 24 months, we will establish
relationships  with  approximately 1500 Value Added Resellers (VARs) and recruit
them  as  Solutions Centers.

Regional  facilities  for  Emagisoft will expand as we continue  to  grow.  All
Regional  Solutions  Support  Centers  will conduct weekly QuickSuite  training
Sessions for new and existing Solutions Centers. There will also be an Emagisoft
regional sales manager's office and a product showroom, as well  as  a  regional
Internet  Data  Processing  Center  complete  with high-bandwidth Internet  Data
Communications, rendering  servers, application  servers, and database  servers.
All  regional centers will be  connected to the Emagisoft corporate headquarters
in  St. Petersburg, Florida for centralized administration and  coordination  as
well as  providing  redundancy  to  our  network.

Risk  Factors

In  addition  to  other  information  in this report, the following risk factors
should  be  carefully  considered  by  investors  evaluating us. These risks may
impair  our  ability  to  obtain  favorable  operating  results  and realize our
business prospects. Our limited history of operations makes an evaluation of our
future  difficult.  Forward-looking  statements are subject to known and unknown
factors  that  may  result  in  our  strategy proving to be unsuccessful. Actual
results  could  differ  materially  from  those projected in any forward-looking
statements.

     Our  company  is  in  the  early  stages  of  development.

Emagisoft  Technologies,  Inc.  is in the final stage of product development and
market  strategy  implementation. We have very little operating history on which
to  evaluate the probability of our future success. The first commercial version
of  our  software  is scheduled for release in the second quarter of 2000. Early
stage companies typically encounter difficulties and risks, as further discussed
in  this section. Our continuing viability is contingent on how we address these
risks.

     We  have  a  history of losses and expect to incur additional losses in the
future.

We  have  incurred  a  net loss  of  $981,288  in  1999.  We  expect  to  derive
substantially  all  of  our  revenues  from the sale of our software and hosting
revenue from customers using our software. There is no historical information on
the  achievability  of  those  sales.  We  expect to incur significant sales and
marketing,  research  and  development, and general and administrative expenses.

     We  need  to  hire  additional  personnel.

Our  future depends on our ability to identify, attract, hire, train, and retain
highly skilled technical, managerial, sales, and marketing personnel. The market
for such personnel is highly competitive. If we fail to successfully attract and
retain  a  sufficient  number of qualified personnel, our business could suffer.

                                        6
<PAGE>

     Key  personnel.

Our  performance  depends  on the continued service of several key personnel. We
maintain  key life insurance on Kyle Jones, our Chief Executive Officer, William
Egge,  our  Senior  Software  Engineer  and  David Hollis, our Chief Information
Officer  in the amount of $ 1,000,000 each. If we lose the services of these and
other  executives,  our  business  could suffer in excess of the coverage of the
policies.

     Implementation  of  our  products  by  large  customers  is  complex,  time
consuming, and expensive. We expect to experience long sales and  implementation
cycles.

Our  products  and services often require approval by many users within a buying
organization.  The  implementation is often complex, time consuming, and subject
to lengthy decision  processes. Many of  our customers will be considering their
Internet presence  for the  first  time, and  must  change  established business
practices  to do  so.  Our  targeted  customer  base  includes  small  and large
customers. It frequently  takes  several  months of expensive and time consuming
negotiations to finalize a large sale.

     The  business-to-business electronic commerce industry is very competitive.
The participants  in  the  industry  are growing exponentially. If we are unable
to compete, the achievability of our business strategy will be seriously harmed.

The  market  for  e-commerce  solutions  is  large  and very attractive to other
software  and  service  companies.  The relatively low barriers to entry and the
intense  competition  caused by many entrants to the industry will likely result
in  price  reductions,  reduced  gross margins, and loss of market share, any of
which  could  seriously  harm  the  achievability  of  our  business  strategy.

     Our  expansion  plans  involve  risk.

Our  strategy  involves  establishing  a number of regional locations in various
cities of the United States. Each location is subject to hurdles including space
availability  and,  qualified  personnel  availability, in addition to differing
costs  of  living  and  doing business. If we fail to successfully establish our
regional  presence  in  the  anticipated  time  frame,  the achievability of our
business  strategy  could  suffer.


     We could be subject to potential liability claims and third-party liability
claims  related  to  products  and  services  we  sell.

Our  products  and  services  are  used  to  establish  our  customer's Internet
presence.
Any errors, defects, or other performance problems could result in financial and
other  damages  to  our  customers. A product or service liability claim brought
against  us,  regardless  of  its  validity, would be costly to us. Our customer
contracts  are  designed to abate or limit our exposure to such claims; existing
or  future  laws  or unfavorable judgments could negate such limits of liability
and  prove  costly  to  us.

     If  the   protection  of  our  intellectual  property  is  inadequate,  our
Competitors  may  gain  access  to our technologies and we may lose customers or
market share.

We  depend  on our ability to maintain and defend the proprietary aspects of our
technologies.  We  rely  on contractual provisions, confidential procedures, and
trade  secrets  as well as copyright and trademark laws to protect our software,
documentations,  and  other  materials and trade secrets. We take every possible
measure  to protect our property. However, unauthorized parties may successfully
attempt  to copy or otherwise steal certain aspects of our intellectual property
and  use  it  to  take  market  share  from  us.  To  the extent that we are not
successful  in  protecting  and  defending our property rights, our business may
suffer.  Third parties may challenge our rights to such intellectual properties.
Any  claims,  regardless  of  their  validity,  would  be  costly  to  us.

                                        7
<PAGE>

     We  may  need  to raise additional capital in order to implement and expand
our business strategy. This capital may not be available on acceptable terms, if
at all.

We  expect  the proceeds from our next private offering will adequately meet our
cash  flow requirements for at least the next twelve months. Although we believe
that  the  cash flows from operations and the cash reserves that result from our
projected financial results will be adequate during our projection periods, they
may  not be.  After that we may need to raise additional funds, and we cannot be
certain  that  we  will  be  able  to obtain the required financing on favorable
terms,  or at all. If we are unable to sustain our cash flow needs from internal
operations  and  are unable to raise adequate capital to provide such needs, our
business could be seriously harmed. If we have to use additional stock offerings
as  a  means to raise funds, the stock of existing stockholders will be diluted.
If  we  are  unable  to raise additional funds, we may have to reduce operations
significantly.

     Our business depends on the continued growth of the Internet and the growth
of electronic commerce. If the  growth  in  the Internet and e-commerce does not
continue,  our  business  will  be  seriously  harmed.

Our  strategy  depends  on  the  increased acceptance and use of the Internet by
businesses  for  commerce.  The  growth  of the Internet is unprecedented in its
magnitude  and  effects  on  the  world economy. There is no certainty as to its
continuance.  If acceptance and use of the Internet do not continue to grow, the
demand  for  our  products  and  services  will  diminish.

     Our  hosting  platform  may  experience problems because of high volumes of
traffic.

While  the architecture of our hosting platform is sound, it remains unproven in
an  environment  of  high  traffic.  In  addition,  end  users of our customers'
Websites   rely   on   various   means   of   access  to  the  Internet  itself.
Telecommunication  companies  that  provide  user  gateways sometimes experience
outages and other disruptions of service. These disruptions are often  unrelated
to  the  performance of our  products  and  services.  Such  disruptions  could,
however cause users and, as a result, our customers to perceive our products and
services as not functioning properly,  and  this  could  affect  our  business.

     Technology  changes  affect  our  business.

Fast  changing  technology,  customer  demands,  and changing industry standards
typify  our  market.  Our  future  success  depends on our ability to respond to
changes  in the market. Our products and services will require continual updates
to respond. We may not be successful in our efforts to adapt to an ever-changing
environment.

     We  rely  on  the  Internet  infrastructure.

The  Internet  is  composed of a network backbone that provides connectivity and
security  to  the  end user. If the use of the Internet continues to grow at the
current levels, the infrastructure may not be able to support the demands placed
on  it. Delays or other performance problems could result in the Internet losing
its  commercial appeal as a form of media. If the Internet infrastructure is not
expanded to meet the demands of its continued growth, it will lose its viability
as  a  medium  for  advertising  and  commerce,  and  our business could suffer.

                                        8
<PAGE>

     Our  hosting  platform  faces  security  risks.

Even  though  we  continually  implement  security  measures, our network may be
vulnerable  to  unauthorized access by hackers and others, computer viruses, and
other  disruptions.  The  Internet's  security  has been breached as a result of
intentional  or  accidental  actions of users. Although we intend to continue to
implement  security  measures,  our  future  measures  may be breached. Computer
viruses  and other security problems may require interruptions, delays, or other
outages  to  users  accessing  our  network,  which  could  harm  our  business.

Some  users  of online e-commerce services, particularly credit card processing,
are  highly  concerned about the security of public transmission of personal and
financial  information.  Although we are confident that the encryption and other
authentication  technologies  that  we  employ  in  our network adequately abate
security  concerns, such measures are subject to breach. Security breaches could
result  in damage to our reputation and possible litigation and liability, which
could  harm  our  business.

     We  may  become  subject  to  governmental  regulation.

The government has thus far taken a hands-off approach to the Internet. With the
increasing use of the Internet and the capture of market share by its e-commerce
providers,  this  could  change. Laws concerning privacy, taxation, content, and
disclosure  could  be enacted. Such laws could stifle the growth of the Internet
economy  and  harm  our  business.

ITEM  2.  PROPERTIES
We lease the space where our business offices and network equipment are located.
Our  St.  Petersburg, Florida main location is approximately 10,000 square feet.
In  addition,  we  lease  a facility of approximately 3,000 square feet to house
other  programmers.  We  will be pursuing the lease of additional properties for
our  regional  Solutions  Support  Centers  during the following three quarters.

ITEM  3.  LEGAL  PROCEEDINGS
Not  applicable

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
Not  applicable


                                     PART II

ITEM  5.  MARKET  FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our  stock  is not currently traded on the OTC Electronic Bulletin Board, Nasdaq
or  any  securities  exchange.
We  have  not  nor  do  we  intend  to,  in the near future, declare or pay cash
dividends  on  our  capital  stock.
During  the 1999 fiscal year, we have issued and sold the following unregistered
securities:

(1)     Effective   October  29,  1999,  the  Registrant  acquired  all  of  the
        outstanding  capital stock of Emagisoft Corporation f/k/a Net Advantage,
        Inc.,  a  privately  held  Florida corporation ("Emagisoft"), through an
        Exchange  of shares of the Registrant for all of the outstanding capital
        stock of Emagisoft (the "Acquisition"). The Registrant issued 10,000,000
        shares of restricted common stock, $.0001 par value (the "Common Stock")
        to  the former stockholders of Emagisoft in exchange for an aggregate of
        10,000,000  shares of Class A Voting Common Stock of Emagisoft.  As part
        of   the   Acquisition,   the   Registrant   also  acquired  Emagisoft's
        wholly-owned subsidiary, Interactive Media Solutions,Inc. ("Interative")
(2)     864,000   shares   of    Common   stock   were   issued   in  a  private
        placement in December 1999 to 24 investors. The aggregate  consideration
        received for  the  shares  was $1,080,000  or  $1.25  per  share.
(3)     60,000  shares  of Common stock were issued to a consultant for service.
(4)     From  January  1,  1999  through  December  31,  1999,  stock options to
        purchase an aggregate of 350,000 shares of Common stock  were granted to
        employees with an exercise price of $1.50 per share. The  options expire
        10 years from  the  date  of  the  grant.
(5)     In  December  1999,  stock  options to purchase 100,000 shares of Common
        stock  were  issued  to  an outside party for promotional services to be
        rendered over a three-year period. The options have an exercise price of
        $2.00 per share. These options are exercisable at the earlier  of either
        December 30, 2001, or twelve months following the  date of the Company's
        initial public offering of shares  of  Common  stock  to  the  public.

No  underwriters  were  used  in  connection  with  these  sales and grants. All
investors  were  "Accredited  Investors", as that term is defined in Rule 501 of
Regulation  D,  as  promulgated under the Securities Act of 1933, and adopted by
the  Securities  and Exchange Commission. The issuance of securities were exempt
from  registration  under  the Securities Act in reliance on Section 4(2) of the
Securities  Act  and  rule  701  promulgated  under  the  Securities  Act.

                                        9
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF  OPERATIONS

The  following  discussion  should  be read in conjunction with our consolidated
financial  statements,  and  the  related  notes,  elsewhere  in this report. In
addition  to  historical  information,  this  section  contains  forward-looking
statements that involve known and unknown risks, uncertainties, and assumptions.
The actual results may differ materially from those anticipated and described in
this  section. The reader should read this section in combination with the risks
and  uncertainties  described in Item One of this report under Risk Factors. You
should  not  rely  on any forward-looking statements. They are our opinion as of
the  date  of  this  report,  and  might  not  take  place.

Overview

Through  our  subsidiaries,  Emagisoft  Technologies,  Inc.  is  a developer and
provider  of  e-commerce  enabling  software,  and  Website  design  and hosting
services.  We were founded in 1996 and operated as a computer systems integrator
and  Internet  Service Provider until early 1999, when we began development work
on  the  QuickSuite family of software tools. Initially, the costs of developing
QuickSuite were funded internally through the sale and installation of computers
and  third-party  software systems, as well as Internet Service Provider hosting
revenues. As the architecture of the software came approached completion, we did
a  series  of  private  placement  offerings  to  provide the funds necessary to
complete  the  products.

We are an Application Service Provider (ASP). An ASP is third-party service firm
that  deploys,  manages,  and  remotely  hosts  a  software  application through
centrally  located  servers.  Our  customers  rent  our software and our hosting
facilities.  Such  an  arrangement  allows  our  customers  to  present a robust
e-commerce  Internet  presence  without  having  to  implement  and  support the
required  infrastructure.

Our  revenues  are  derived  from software licensing fees and recurring commerce
server  provider  hosting  fees, as well as Website design services. Our pricing
structure  allows our customer to scale the cost of our services to their needs.
The software is licensed to our customer in user increments. The commerce server
hosting  fees  are calculated on the amount of bandwidth required to deliver the
customer's  content to the requests of their end users. Initially, the bandwidth
volume  is  estimated  by  our  customer.  Usage is monitored, and customers who
exceed  their  estimates  are  allocated  additional  server capacity and billed
accordingly.  During  the  final  phases  of  development,  customers  have been
provided  free  use  of  our  software  tools in beta testing, although commerce
server  hosting  fees  apply.

The  costs  of  our  revenues  include  Internet  connectivity  costs, sales and
marketing  expenses,  and  general  and  administrative  expenses.  Internet
connectivity  costs  include  telecommunication and other bandwidth costs. Sales
and  marketing  expenses  consist primarily of salaries, advertising, trade show
expenses,  travel,  entertainment,  and  promotional  expenses.  General  and
administrative  expenses  include:  salaries  of  our  software development team
before  the  development  phase,  network,  and  administrative  personnel;
professional fees; insurance; training; telephone and supplies; occupancy costs;
depreciation;  and  other  miscellaneous  operating  expenses.

Although  we expect our revenues to increase as we establish and maintain market
share,  we  have  incurred  significant  costs  in  developing  our products and
establishing  our  commerce  server  network,  as  well  as administrative costs
associated  therewith. As of December 31, 1999, we had an accumulated deficit of
$ 1,023,512. We expect to incur additional losses and capital expenditures as we
establish  our infrastructure and achieve our desired customer base. Our success
is  contingent on our completing the development of our products and effectively
implementing  our  sales  and marketing plan. We therefore expect to continue to
incur  substantial  operating  losses  in  the  foreseeable  future.

                                       10
<PAGE>

Results  of  Operations

The following table sets forth certain financial data for the periods indicated.
The  data  has  been  derived from the consolidated financial statements in this
report.  The  operating results presented should not be considered indicative of
any  future  results  of  operations.


<TABLE>
<CAPTION>
                                                     1999          1998
                                                  -----------    --------

Consolidated Statements Of Operations Data
<S>                                               <C>            <C>
Revenues . . . . . . . . . . . . . . . . . . . .  $  421,004     $216,377

Direct costs . . . . . . . . . . . . . . . . . .     127,900      102,816
                                                  -----------     --------
Gross profit . . . . . . . . . . . . . . . . . .     293,104      113,561
                                                  -----------     --------

Operating expenses:
Sales and marketing. . . . . . . . . . . . . . .      16,456          201
General and administrative . . . . . . . . . . .   1,185,593       46,488
Depreciation and amortization. . . . . . . . . .      83,638       43,378
                                                  -----------    --------
Total operating expenses . . . . . . . . . . . .   1,285,687       90,067
                                                  -----------    --------


Loss from operations . . . . . . . . . . . . . .    (992,583)      23,494
Other income . . . . . . . . . . . . . . . . . .      11,295            -
                                                  -----------    --------


(Loss) income before provision for income taxes.    (981,288)      23,494

Provision for income taxes . . . . . . . . . . .           -        8,841
                                                  -----------    --------

Net (loss) . . . . . . . . . . . . . . . . . . .  $ (981,288)    $ 14,653
                                                  ===========    ========

Net (loss) income per share - basic and diluted.  $     (.09)    $   0.00
                                                  ===========    ========
Weighted avg. common shares - basic and diluted   11,043,142   10,827,000
                                                  ===========  ==========
</TABLE>

<TABLE>
<CAPTION>
Consolidated  Balance  Sheet  Data:

<S>                                               <C>          <C>
Cash, cash in escrow . . .                        $ 1,075,236  $ 25,596
Working capital. . . . . .                        $   860,077  $ (6,848)
Total assets . . . . . . .                        $ 1,986,733  $110,662
Long-term liabilities. . .                        $       -    $    -
Accumulated deficit. . . .                        $(1,023,512) $(42,224)
Total stockholders' equity                        $ 1,659,386  $ 68,811
</TABLE>


                                       11
<PAGE>

Revenues

In  1999,  we  were in a transitional stage. Our focus went from equipment sales
and  integration services to Website design and hosting. We also accelerated our
software  product  development and completed the preliminary hosting platform in
accordance with our business plan. Our revenues increased from $ 216,377 in 1998
to  $421,004  in  1999.  Revenues  from  equipment  sales comprised 45% of total
revenues  in  1999.

Direct  Cost  of  Revenues

The Direct Cost of Revenues consisted primarily of computer equipment for resale
and  Internet  connectivity costs. Direct costs related to hardware and software
sales increased slightly in spite of the decrease in the related sales revenues.
Our  change  in  focus  contributed  to  the  increase  in hardware and software
purchased  for resale as buying efficiencies decreased. In addition, the size of
the  installation  engagements  decreased  and  therefore  value  added billings
decreased.

Selling,  General,  and  Administrative  Expenses

Selling,  general, and administrative expenses increased from $90,067 in 1998 to
$1,285,687  in  1999.  This  increase  is  the  result  of  our  refocus  on the
development  of  the  QuickSuite platform. Increased salaries and other software
programming  costs,  as  well as professional fees, travel, marketing, and other
operating  expenses,  were  incurred  in  1999. In addition, substantial capital
expenditures  of  approximately  $  400,000  were  incurred  in  1999  for  the
preliminary  completion  of  the  hosting  platform  network, and resulted in an
increase  in  depreciation  expense  in  1999.

Software  Development  Costs

Software  development  costs  of $226,954 were capitalized in 1999 in accordance
with  SOP  98-1,  "Accounting  for  the  Costs of Computer Software Developed or
Obtained  for  Internal  Use."  Capitalization of such costs will cease when the
Quicksuite  products  are substantially complete and ready for its intended use.
At  that  time, the capitalized costs will be amortized on a straight-line basis
over  a  three-year  period.

Income  Taxes

We  recorded  deferred  income  tax expense of $ 8,841 in 1998 and a current and
deferred  income  tax  benefit  of  $  404,346 in 1999, arising principally from
incurred  operating  losses.  Since  it  is  not reasonably certain that we will
generate  taxable  income  to  use  the  tax benefit, a valuation allowance of $
404,346  has  been  established.

Balance  Sheet  Commentary

At  December  31,  1999,  we  had  $ 1,075,236 of cash and cash in escrow. These
balances primarily resulted from private financings in July and October of 1999.
The  accounts  receivable  balance  of  $  38,694, net of allowance for doubtful
accounts  of  $16,062, consists primarily of customer billing for Website design
work  and  monthly  hosting  services.

Property, plant, and equipment balances increased 559% from December 31, 1998 to
December  31,  1999. Substantial investment in network hardware and software was
required  to  complete  the  preliminary  network  platform.

Current  liabilities  include accounts payable, accrued liabilities and deferred
revenue  at  December  31,  1999  of  $ 327,347 incurred in the normal course of
business.

                                       12
<PAGE>

Plan  of  Operations

In  1999, we neared completion of our initial version of the QuickSuite software
tool  and  finalized  our  sales  and  marketing plan. Revenues were minimal and
consisted of revenues from design and hosting of beta Websites. Costs associated
with  staffing  and  corporate  infrastructure,  including network equipment and
administrative,  network  personnel  costs,  were  substantial.

Our  business  plan  outlines  a  rollout of the first version of several of the
QuickSuite  modules  in  second  quarter 2000. Several of the modules will be in
version  1  at  that  point, and the initial marketing efforts including product
branding  and  promotion  will  occur.  In  addition, regional Solutions Support
Centers  are  scheduled  to open during quarters two through four. Each regional
Solutions  Support  Center  will  establish our presence in a major metropolitan
area,  giving  us network, sales, product support, and training facilities. Each
regional Solution Support Center is expected to require approximately 36 persons
to  operate.  Salesman, Network support personnel, website production personnel,
training  and  support  personnel  are  required.  The  St.  Petersburg, Florida
Solution  Support  Center  will  also  require approximately 30 additional staff
during  Quarter II to facilitate the product rollout. In addition, each regional
Solution  Support  Center requires a substantial investment in network and other
equipment.  Approximately $400,000 in network and other equipment, furniture and
fixtures  and  leasehold  improvements  are  budgeted  for  each  SSC.

Initial  sales  and  marketing  efforts,  general  and  administrative expenses,
increases  in  the  number of employees, as well as network equipment build out,
will  require substantial amounts of cash. Projected negative cash flow for 2000
exceeds  $ 13,000,000. Positive cash flow is not anticipated until third quarter
2001, according to our projections. To address this funding need, we are seeking
to raise funds through a private placement.  We believe that the funds generated
by  this  transaction  will  be  sufficient  to  fund operations for at least 12
months.  In  the event the funding is not received, we believe we can revise our
operating  plan to reduce costs to such a level that the Company will be able to
fund operations for the next twelve months.

Year  2000  Compliance

Prior  to  January  1,  2000,  there  was  considerable  concern  regarding  the
ability  of  computers  to  adequately  recognize  21st  century dates from 20th
century data due to the two-digit date fields used by many systems. Most reports
today,  however, are that computer systems and software programs are functioning
normally  and  the compliance and remediation work accomplished during the years
leading  up to 2000 was effective to prevent any problems. The Company develops,
markets,  implements  and  supports  fully  integrated  enterprise-wide software
applications  for  public sector organizations and public and private utilities.
The  Company  has  completed  the Year 2000 upgrades of its systems. The Company
used  existing resources for its Year 2000 compliance efforts, without incurring
significant incremental expenses. As of the date of this Report, the Company has
not experienced any disruption in its products as a result of any failure of any
of its products to function properly as of January 1, 2000. The Company also has
not  experienced  any  Year  2000  failures  related  to  any  of its vendors or
suppliers. The Company does not expect to incur any significant costs related to
Year  2000  activities.
      Year 2000 compliance has many elements and potential consequences, some of
which  may not be foreseeable or may be realized in future periods. In addition,
unforeseen  circumstances  may  arise,  and  we may not, in the future, identify
equipment  or  systems  that  are  not  Year  2000  compliant.

ITEM  7.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA
     The  following  consolidated  financial  statements,  and the related notes
thereto,  of Emagisoft Technologies, Inc. and the Report of Independent Auditors
are  filed  as  a  part  of  this  Form  10-KSB.

                                       13
<PAGE>

                         CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1999
        TOGETHER WITH REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                                TABLE OF CONTENTS

Independent Auditor's Report                                             Page 14
Consolidated Balance Sheets                                              Page 15
Consolidated Statements of Operations                                    Page 16
Consolidated Statements of Changes in Stockholders' Equity               Page 17
Consolidated Statements of Cash Flows                                    Page 18
Notes to Consolidated Financial Statements                               Page 19

               Report of Independent Certified Public Accountants

To Emagisoft  Technologies,  Inc.:

We  have  audited  the  accompanying  consolidated  balance  sheets of Emagisoft
Technologies,  Inc.  (a Florida corporation) and subsidiaries as of December 31,
1999  and  1998,  and  the  related  consolidated  statements  of  operations,
stockholders'  equity  and cash flows for the years then ended.  These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States.  Those  standards  require that we plan and perform the
audit  to obtain reasonable assurance about whether the financial statements are
free  of  material  misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit  also  includes  assessing  the accounting principles used and significant
estimates  made  by  management,  as  well  as  evaluating the overall financial
statement  presentation.  We  believe that our audits provide a reasonable basis
for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the financial position of Emagisoft Technologies, Inc.
and  subsidiaries  as  of  December  31, 1999 and 1998, and the results of their
operations  and  their  cash  flows  for the years then ended in conformity with
accounting  principles  generally  accepted  in  the  United  States.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern.  As discussed in Note 2 to
the  consolidated  financial  statements,  the  Company has suffered significant
losses  from  operations and the cash position of the Company raises substantial
doubt  about  its ability to continue as a going concern.  Management's plans in
regard  to these matters are also described in Note 2.  The financial statements
do  not  include  any  adjustments  that  might  result from the outcome of this
uncertainty.


                                                         /s/ ARTHUR ANDERSON LLP


Tampa,  Florida,
March  10,  2000



                                       14
<PAGE>

                  EMAGISOFT TECHNOLOGIES, INC. AND SUBSIDIARIES
                  ---------------------------------------------


            CONSOLIDATED BALANCE SHEETS -- DECEMBER 31, 1999 AND 1998
            ---------------------------------------------------------

<TABLE>
<CAPTION>


<S>                                                                         <C>           <C>
ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             1999        1998
                                                                            ------------  ----------

CURRENT ASSETS:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $   995,236   $  25,596
Cash in escrow . . . . . . . . . . . . . . . . . . . . . . . . . . . .           80,000           -
Accounts receivable, net of allowance for doubtful accounts of $16,062           38,694           -
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .           65,883           -
Due from stockholder . . . . . . . . . . . . . . . . . . . . . . . . .            7,611           -
Current portion of deferred tax asset. . . . . . . . . . . . . . . . .                -       9,407
                                                                            ------------  ----------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . .        1,187,424      35,003
                                                                            ------------  ----------

PROPERTY AND EQUIPMENT:
Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . .           75,376      10,060
Computer equipment . . . . . . . . . . . . . . . . . . . . . . . . . .          461,747     107,222
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           54,946      45,160
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . .            3,323           -
                                                                            ------------  ----------
                                                                                595,392     162,442
Less- Accumulated depreciation . . . . . . . . . . . . . . . . . . . .         (202,887)   (102,852)
                                                                            ------------  ----------
Property and equipment, net. . . . . . . . . . . . . . . . . . . . . .          392,505      59,590
                                                                            ------------  ----------
OTHER ASSETS
Software development costs . . . . . . . . . . . . . . . . . . . . . .          226,954           -
Goodwill, net of accumulated amortization of $15,966 . . . . . . . . .          175,625           -
Deferred tax asset, less current portion . . . . . . . . . . . . . . .                -      16,069
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            4,225           -
                                                                            ------------  ----------
Total other assets . . . . . . . . . . . . . . . . . . . . . . . . . .          406,804      16,069
                                                                            ------------  ----------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $ 1,986,733   $ 110,662
                                                                            ============  ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
----------------------------------------------------------------------

CURRENT LIABILITIES:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . .      $    73,546   $  14,547
Accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . . . .          248,893      27,304
Billings in excess of costs and estimated earnings on uncompleted contracts       4,908           -
                                                                            ------------  ----------
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . .          327,347      41,851
                                                                            ------------  ----------

STOCKHOLDERS' EQUITY:
Common stock, $.0001 par value; 20,000,000 shares authorized,
13,174,000 issued and outstanding. . . . . . . . . . . . . . . . . . .            1,317       1,083
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . .        2,681,581     109,952
Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . . . .       (1,023,512)    (42,224)
                                                                            ------------  ----------
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . .        1,659,386      68,811
                                                                            ------------  ----------
Total liabilities and stockholders' equity . . . . . . . . . . . . . .       $1,986,733    $110,662
                                                                             ==========   ==========
</TABLE>



     The accompanying notes are an integral part of these consolidated balance
                                    sheets.


                                       15
<PAGE>


                  EMAGISOFT TECHNOLOGIES, INC. AND SUBSIDIARIES
                  ---------------------------------------------

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                 ----------------------------------------------

<TABLE>
<CAPTION>



                                                     1999         1998
                                                 ------------  -----------
<S>                                              <C>           <C>
REVENUES:
Architectural and web site design services. . .  $   207,594   $         -
Hardware and software sales and support . . . .      187,532       194,590
Internet provider services. . . . . . . . . . .       25,878        21,787
                                                 ------------  -----------
Total revenues. . . . . . . . . . . . . . . . .      421,004       216,377

DIRECT COSTS. . . . . . . . . . . . . . . . . .      127,900       102,816
                                                 ------------  -----------
Gross profit. . . . . . . . . . . . . . . . . .      293,104       113,561
                                                 ------------  -----------

OPERATING COSTS AND EXPENSES:
Sales and marketing . . . . . . . . . . . . . .       16,456           201
General and administrative. . . . . . . . . . .    1,185,593        46,488
Depreciation and amortization . . . . . . . . .       83,638        43,378
                                                 ------------  -----------
Total operating costs and expenses. . . . . . .    1,285,687        90,067
                                                 ------------  -----------

OTHER INCOME:
Interest income, net. . . . . . . . . . . . . .        9,087             -
Other . . . . . . . . . . . . . . . . . . . . .        2,208             -
                                                 ------------  -----------
Total other income. . . . . . . . . . . . . . .       11,295             -
                                                 ------------  -----------

(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES     (981,288)       23,494

PROVISION FOR INCOME TAXES. . . . . . . . . . .            -         8,841
                                                 ------------  -----------

NET (LOSS) INCOME . . . . . . . . . . . . . . .  $  (981,288)  $    14,653
                                                 ============  ===========

NET (LOSS) INCOME PER SHARE - BASIC AND DILUTED  $      (.09)  $      0.00
                                                 ============  ===========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES -
BASIC AND DILUTED . . . . . . . . . . . . . . .   11,540,753    10,827,000
                                                 ============  ===========
</TABLE>

The  accompanying  notes  are an integral part of these consolidated statements.


                                       16
<PAGE>

                  EMAGISOFT TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
                                                                             Additional
                                                                             Paid-in
                                                                             Capital                        Total
                                                          Common Stock       Common        Accumulated      Stockholders'
                                                          ------------
                                                      Shares        Amount   Stock         Deficit          Equity
                                                      ------------  -------  ------------  ---------------  -----------
<S>                                                   <C>           <C>      <C>           <C>              <C>
BALANCE, December 31, 1997 . . . . . . . . . . . . .    10,827,000  $ 1,083  $    108,952  $      (56,877)  $   53,158

Contribution of property
and equipment. . . . . . . . . . . . . . . . . . . .             -        -         1,000               -        1,000

Net income . . . . . . . . . . . . . . . . . . . . .             -        -             -          14,653       14,653
                                                      ------------  -------  ------------  ---------------  -----------

BALANCE, December 31, 1998 . . . . . . . . . . . . .    10,827,000    1,083       109,952         (42,224)      68,811

Shares issued to employees
by principal stockholder . . . . . . . . . . . . . .             -        -         2,980               -        2,980


Issuance of common shares
for acquisition of Interactive Media Solutions, Inc.       143,000       14       142,986               -      143,000

Issuance of common shares. . . . . . . . . . . . . .     2,204,000      220     2,359,780               -    2,360,000

Fair value of options issued
for promotional services
to be rendered . . . . . . . . . . . . . . . . . . .             -        -        65,883               -       65,883

Net loss . . . . . . . . . . . . . . . . . . . . . .             -        -             -        (981,288)    (981,288)
                                                      ------------  -------  ------------  ---------------  -----------

BALANCE, December 31, 1999 . . . . . . . . . . . . .    13,174,000  $ 1,317  $  2,681,581  $   (1,023,512)  $1,659,386
                                                      ============  =======  ============  ===============  ===========
</TABLE>

  The accompanying notes are an integral part of these consolidated statements.



                                       17
<PAGE>

                  EMAGISOFT TECHNOLOGIES, INC. AND SUBSIDIARIES
                  ---------------------------------------------

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                 ----------------------------------------------

<TABLE>
<CAPTION>
                                                                        1999       1998
                                                                  -----------  ---------
<S>                                                               <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income. . . . . . . . . . . . . . . . . . . . . . . .  $ (981,288)  $ 14,653
Adjustments to reconcile net (loss) income to net cash (used in)
provided by operating activities-
Depreciation and amortization. . . . . . . . . . . . . . . . . .      83,638     43,378
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . .      25,476      8,841
Shares issued to employees by principal stockholder. . . . . . .       2,980          -
Changes in operating assets and liabilities-
Cash in escrow . . . . . . . . . . . . . . . . . . . . . . . . .     (80,000)         -
Accounts receivable. . . . . . . . . . . . . . . . . . . . . . .     (38,694)         -
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . .      (4,225)       141
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . .      58,999     (4,092)
Accrued liabilities. . . . . . . . . . . . . . . . . . . . . . .     221,589      9,718
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . .           -    (24,440)
Billings in excess of costs and estimated earnings
      on uncompleted contracts                                         4,908          -
                                                                  -----------  ---------
Net cash (used in) provided by operating activities. . . . . . .    (706,617)    48,199
                                                                  -----------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . . . . . . . . . . . . . . .    (399,178)    (3,981)
Acquisition of Interactive Media Solutions, Inc. . . . . . . . .     (50,000)         -
Software development costs . . . . . . . . . . . . . . . . . . .    (226,954)         -
                                                                  -----------  ---------
Net cash used in investing activities. . . . . . . . . . . . . .    (676,132)    (3,981)
                                                                  -----------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of due to stockholder. . . . . . . . . . . . . . . . .           -    (43,750)
Issuance of common stock . . . . . . . . . . . . . . . . . . . .   2,360,000          -
Due from stockholder . . . . . . . . . . . . . . . . . . . . . .      (7,611)         -
                                                                  -----------  ---------
Net cash provided by (used in) financing activities. . . . . . .   2,352,389    (43,750)
                                                                  -----------  ---------

NET INCREASE IN CASH . . . . . . . . . . . . . . . . . . . . . .     969,640        468

CASH, beginning of year. . . . . . . . . . . . . . . . . . . . .      25,596     25,128
                                                                  -----------  ---------

CASH, end of year. . . . . . . . . . . . . . . . . . . . . . . .  $  995,236   $ 25,596
                                                                  ===========  =========
</TABLE>


<TABLE>
<CAPTION>
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
<S>                                                                   <C>       <C>
Issuance of common stock for acquisition of
Interactive Media Solutions, Inc.. . . . . . . . . . . . . . . . . .  $143,000  $    -
Donation of shares by principal stockholder. . . . . . . . . . . . .  $  2,980  $    -
Contribution of property and equipment . . . . . . . . . . . . . . .  $      -  $1,000
Fair value of options issued for promotional services to be rendered  $ 65,883  $    -

</TABLE>

  The accompanying notes are an integral part of these consolidated statements.

                                       18
<PAGE>

1     DESCRIPTION  OF  BUSINESS

Emagisoft Technologies, Inc. (ETI), formerly known as Manatee American Financial
Corporation  (MAFC),  was incorporated under the laws of the State of Florida on
September  21,  1994.  ETI  and  subsidiaries  (collectively, the Company) is an
applications  service  provider  (ASP)  and  web site designer.  The Company has
developed  a  comprehensive  and integrated set of Internet-based software tools
engineered  for  power  and  ease  of  use  in  the  development,  marketing and
management  of  commercial  web  sites.  These products will enable customers to
create,  develop,  manage  and  maintain  e-commerce  web sites.  As an ASP, the
Company provides customers with hardware, software and web site hosting services
necessary  to  engage  in  a fully dimensional e-commerce environment and allows
them  to  focus  on  their  core  competencies  and  still  respond  to changing
technologies.  The  Company  presently  operates  its  business  through  its
wholly-owned  subsidiary,  Emagisoft  Corporation  (EC),  formerly  known as Net
Advantage,  Inc.,  which  is  located  in  St.  Petersburg,  Florida.

On  June  25,  1999,  the  Board of Directors (the Board) of EC approved:  (i) a
stock  split-up  of  the  issued  and outstanding shares of the Company's common
stock  on a 8,720-to-one basis, so that stockholders of EC received 8,720 shares
of  the  Company's  $.001  par  value common stock for every one share of common
stock  held  by them; and (ii) the authorization of a total of 10,000,000 shares
of  common  stock.  The  par  value  and  shares  of  common  stock  have  been
retroactively  restated  for  all  periods  presented.

On  July  20,  1999,  EC  purchased  100  percent of the common stock issued and
outstanding  of  Interactive  Media Solutions, Inc. (IMS).  IMS was purchased to
act  as a solutions center for EC's operations through the offering of training,
support  and  development  services.  IMS's  services currently include Internet
development,  immersive  image  production, 3D modeling and animation, technical
drawing  development  and  analog-to-digital  video  conversion.

On  September 30, 1999, MAFC acquired all of the outstanding common stock of EC.
For  accounting purposes, the acquisition has been treated as a recapitalization
of  EC  with EC as the acquirer (reverse acquisition).  The historical financial
statements  prior  to  September  30,  1999, are those of EC which was formed on
September  21,  1996.

On  October 20, 1999, the Board of the Company approved, and stockholders owning
a  majority  of  the  Company's  outstanding  common  stock  consented  to,  the
one-for-one  stock  exchange  with  the  stockholders  of  ETI,  so  that  the
stockholders  of  the  Company prior to the EC acquisition received one share of
the  Company's  $.0001 par value common stock for every share of $.001 par value
common  stock  held by them.  The par value and shares of common stock have been
retroactively  restated  for  all  periods  presented.

2     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

REVENUE  RECOGNITION

The  Company's  revenues  are  recognized  as  follows:

Architectural  and  Web  Site  Design  Services

Revenues  from  architectural  and  web  site  design services are recognized in
accordance  with  SOP  81-1, using the percentage of completion contract method.

                                       19
<PAGE>

Hardware  and  Software  Sales  and  Support

Revenues  from hardware sales related to network installations are recognized in
accordance  with  the  provisions of Statement of Position 81-1, "Accounting for
Performance  of  Construction-Type  and  Certain Production-Type Contracts" (SOP
81-1),  using  the  completed  contract  method.

Revenue  from a support contract related to a network installation is recognized
monthly,  as  amounts  are  billed  over  the term of the annual service period.

Revenues from the sale of third-party software are recognized in accordance with
the  provisions  of  SOP  97-2,  "Software  Revenue  Recognition."  All  events
necessary  for  revenue  recognition  under  SOP  97-2  typically occur when the
third-party  software  is  delivered.

Internet  Provider  Services

Revenues  from  the hosting of web sites are recognized monthly over the hosting
period.  The  Company  customarily  bills for these services on a monthly basis.

CASH  IN  ESCROW

Cash  in  escrow  includes  amounts  paid  for  the  issuance  of  common stock.
Subsequent  to  December  31,  1999, cash in escrow was released to the Company.

PROPERTY  AND  EQUIPMENT

Property  and  equipment  are  stated  at  cost,  less accumulated depreciation.
Depreciation  of furniture and fixtures and computer equipment is computed using
the  double  declining  balance  method  over  the estimated useful lives of the
assets,  which is typically seven and five years, respectively.  The software is
being  depreciated  over  an  estimated  useful  life  of three years, using the
straight-line  method.  Maintenance  and  repairs  are  charged  to  expense  as
incurred.  Depreciation  on  property  and equipment totaled $67,672 and $43,378
for  the  years  ended  December  31,  1999  and  1998,  respectively.

SOFTWARE  DEVELOPMENT  COSTS

Software  development  costs  are  accounted  for  in  accordance  with SOP 98-1
"Accounting for the Costs of Computer Software Developed or Obtained on Internal
Use."  All  costs  incurred prior to the development stage of a software product
created  or  obtained  for  internal use are charged to research and development
expense  as  incurred.  The  development  stage  of  a computer software product
begins  once  the  design  of  the  product  is  created,  inclusive of software
configuration  and  software  interfaces.  The  development  stage also includes
coding,  installation  of  software  onto  hardware and testing.  Costs incurred
during  the  development  stage  are  capitalized  and  are  amortized  on  a
straight-line  basis over three years once the product is substantially complete
and  ready  for its intended use.  The Company ceases capitalization of computer
software  costs  when  the  product  is substantially complete and ready for its
intended  use.  Such  capitalized costs are reported at the lower of unamortized
cost  or net realizable value.  Costs of training and maintenance are charged to
expense  where  the  costs  are  incurred.  As of December 31, 1999, no products
developed  are  substantially  complete  or  ready  for  its  intended  use, and
therefore,  no  amortization  of  software  development  costs  has  occurred.

                                       20
<PAGE>

GOODWILL

Goodwill  is  the  amount  paid in excess of the fair market value of net assets
purchased  in  the IMS acquisition and is being amortized over five years, using
the  straight-line  method.  Amortization expense of $15,966 related to goodwill
is  included  in  depreciation and amortization in the accompanying consolidated
statement  of  operations  for  the  year  ended  December  31,  1999.

CONSOLIDATION

The  consolidated financial statements include the accounts of the Company.  All
material  intercompany  transactions  are  eliminated  in  consolidation.

SIGNIFICANT  CONCENTRATIONS

For  the years ended December 31, 1999 and 1998, approximately 27 percent and 65
percent  of  sales,  respectively,  were  attributable  to three customers.  Any
change in the relationship with these customers could have a potentially adverse
effect  on  the  Company's financial position.  No such change is anticipated by
management.

COMPUTATION  OF  NET  LOSS  PER  SHARE

Basic  net  loss  per  share  is  computed  by dividing net loss by the weighted
average  number  of  shares of common stock outstanding during the period.  As a
result  of the net loss reported by the Company, any assumption of options being
exercised would have an antidilutive effect on the loss per share; therefore, no
exercise  of  stock  options  were  assumed and basic and diluted loss per share
amounts  are  identical.


                                       21
<PAGE>
INCOME  TAXES

The Company accounts for income taxes under the liability method, as required by
SFAS  No.  109,  "Accounting  for  Income Taxes."  The liability method requires
income  taxes  to  be recognized based on income taxes currently payable and the
change  in deferred taxes.  Deferred taxes are recognized based on the temporary
differences  between  the  financial  statement  and  tax  bases  of  assets and
liabilities at enacted tax rates as of the dates the differences are expected to
reverse.

LONG-LIVED  ASSETS

The  Company reviews its long-lived assets for impairment whenever circumstances
indicate  that  the  carrying amount of an asset may not be recoverable.  Due to
the  Company's current operating and cash flow loss combined with its historical
operating and cash flow loss, the Company has reviewed its intangible assets for
impairment.  Management  believes  the  expected  cash  flows  (undiscounted and
without  interest  charges)  is  sufficient  to  recover  the carrying amount of
goodwill  and  software  development  costs  as  stated  in  the  accompanying
consolidated  balance  sheet.  No  material  impairment  in  the  accompanying
consolidated  financial  statements  has  been  reflected.

USE  OF  ESTIMATES

The  preparation  of  financial statements in conformity with generally accepted
accounting  principles  requires  the  use  of  estimates  and  assumptions  by
management  in  determining  the  reported amounts of assets and liabilities and
disclosures  of  contingent  assets and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual  results  could  differ  from  those  estimates.

STOCK  OPTIONS

The  Company  records  compensation  expense  for  all  stock options, using the
intrinsic value method prescribed by Accounting Principles Board Opinion No. 25,
"Accounting  for  Stock  Issued  to  Employees"  (APB 25).  Under APB 25, if the
exercise  price  of  the  Company's employee stock options equals or exceeds the
estimated  fair  value  of  the  underlying  stock  on  the  date  of  grant, no
compensation  expense  is  generally  recognized.

FASB's  SFAS  No.  123,  "Accounting  for  Stock-Based  Compensation" (SFAS 123)
encourages  companies to recognize expense for stock-based awards based on their
estimated  fair value on the date of grant.  SFAS 123 requires the disclosure of
pro  forma  net  income  or loss in the notes to the financial statements if the
fair  value  method  is  not  elected.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

As  of  December  31,  1999  and  1998,  the  carrying  amounts of the Company's
financial instruments, which include cash, accounts payable, accrued liabilities
and  due  to  stockholder,  are recorded at amounts which approximate fair value
because  of  the  short  maturity  of  these  instruments.


                                       22
<PAGE>
RECLASSIFICATIONS

Certain  reclassifications  have  been  made to the 1998 financial statements to
conform  to  the  1999  presentation.

GOING  CONCERN

The  accompanying  consolidated financial statements have been prepared assuming
the  Company  will  continue  as  a  going  concern.  Accordingly, the financial
statements  do  not include any adjustments that might result from the Company's
inability  to  continue  as  a going concern.  Management expects to continue to
generate  losses  during  the next 12 months and, based on the current operating
budget,  does not anticipate having sufficient cash on hand or available through
current  lending arrangements to fund operations.  To address this funding need,
the  Company's management is seeking to raise funds through a private placement.
Management  believes  that  the  funds  generated  by  this  transaction will be
sufficient  to  fund  operations  for  at least 12 months.  In the event all the
funding is not received, management believes it can revise its operating plan to
reduce  costs  to  such a level that the Company will be able to fund operations
for  the  next  12  months.

3     ACQUISITION  OF  INTERACTIVE  MEDIA  SOLUTIONS,  INC.

On  July  20,1999,  the  Company  completed  the  acquisition of IMS through the
payment of  $50,000 in cash and the issuance of 143,000 shares of Class A voting
common  stock  valued  at  $143,000,  for a total purchase price of $193,000, in
exchange for all of the outstanding common stock of IMS and $1,409 of equipment.
IMS  generates  the  majority  of  its  revenues from the design of Internet web
sites.  From January 1, 1999, through July 20, 1999, IMS generated a net loss of
approximately  $6,200.  The  acquisition  has  been accounted for as a purchase,
with the excess purchase price over the fair value of the net assets acquired of
$191,591  allocated  to  goodwill,  which  is being amortized on a straight-line
basis  over five years.  The Company's consolidated financial statements include
the  results  of  operations  of  IMS  Industries  since  the  July  20,  1999,
acquisition.

4     ACCRUED  LIABILITIES

Accrued  liabilities  consists  of  the following at December 31, 1999 and 1998:


<TABLE>
<CAPTION>
                                  1999     1998
                              --------  -------
<S>                           <C>       <C>
Professional fees. . . . . .  $ 54,000  $24,999
Payroll and related expenses    76,924        -
Vacation and sick pay. . . .    45,764        -
Sales taxes. . . . . . . . .     6,513    2,305
Other. . . . . . . . . . . .    65,692        -
                              --------  -------
                              $248,893  $27,304
                              ========  =======
</TABLE>

                                       23
<PAGE>

5     UNCOMPLETED  CONTRACTS

Costs,  estimated  earnings and billings on uncompleted contracts are summarized
as  follows  for  the  year  ended  December  31,  1999:

<TABLE>
<CAPTION>
                    Amount
                    ---------
<S>                 <C>
Costs. . . . . . .  $ 13,556
Estimated earnings     7,983
                    ---------
                      21,539
Less- Billings . .   (26,447)
                    ---------
                    $ (4,908)
                    =========
</TABLE>

The above total is included in the accompanying consolidated balance sheet under
the caption of billings in excess of costs and estimated earnings on uncompleted
contracts.

6     COMMON  STOCK

Upon  the  reverse  acquisition in September 1999, the Company was authorized to
issue  20,000,000  shares  of  common  stock with par value of $.0001 per share.
During  1999, 143,000 shares of common stock were issued for the purchase of IMS
(see  Note  3),  and 2,204,000 shares were issued through a private placement to
outside  investors  for  $2,360,000.

7     INCOME  TAXES

The  (benefit from) provision for income taxes consists of the following for the
years  ended  December  31,  1999  and  1998:

<TABLE>
<CAPTION>
                                     1999     1998
                                ----------  ------
<S>                             <C>         <C>
Current:
Federal. . . . . . . . . . . .  $(280,328)  $    -
State. . . . . . . . . . . . .    (42,955)       -
                                ----------  ------
                                 (323,283)       -
                                ----------  ------
Deferred:
Federal. . . . . . . . . . . .    (70,292)   8,354
State. . . . . . . . . . . . .    (10,771)     487
                                ----------  ------
                                  (81,063)   8,841
                                ----------  ------
Valuation allowance adjustment   (404,346)       -
                                ----------  ------
Total income tax provision . .  $       -   $8,841
                                ==========  ======

</TABLE>

The components of the deferred tax assets consisted of the following at December
31, 1999  and  1998:

<TABLE>
<CAPTION>
                                             1999      1998
                                        ----------  -------
<S>                                     <C>         <C>
Deferred tax assets:
Accrued expenses . . . . . . . . . . .  $  43,585   $ 9,407
Net operating loss (NOL) carryforwards    360,761    16,069
                                        ----------  -------
                                          404,346    25,476
Less- Valuation allowance. . . . . . .   (404,346)        -
                                        ----------  -------
Net deferred tax asset . . . . . . . .  $       -   $25,476
                                        ==========  =======
</TABLE>

The  provision  for income taxes for the years ended December 31, 1999 and 1998,
differs  from  the  amount  computed, by applying the U.S. federal statutory tax
rate of 34 percent to net income before provision for income taxes, primarily as
a  result  of  state  income  taxes.

At  December  31,  1999  and  1998,  the  Company  had NOL carryforwards for tax
purposes  of  approximately  $959,000  and  $43,000,  respectively, and for book
purposes  of  approximately  $1,049,000  and  $68,000,  respectively,  which are
available  to  offset  future  taxable  income  and expire during the years 2016
through  2019.

                                       24
<PAGE>

8     RELATED-PARTY  TRANSACTIONS

During  1998,  Kyle  Jones,  the President of the Company, donated approximately
$1,000  of property and equipment and sold approximately $45,000 of property and
equipment in exchange for a note.  Kyle Jones took draws from the Company in the
amount  of  the  outstanding  note, leaving a zero balance due to stockholder at
December  31,  1998.

The Company also made principal and interest payments on behalf of an employee's
vehicle  loan  of  approximately  $2,400  during 1999.  These payments have been
treated  as  advances by the Company and are included in due from stockholder in
the  accompanying  consolidated  balance  sheets.

During 1999, Kyle Jones, the president of the Company and principal stockholder,
issued  2,980,000  shares of common stock to employees.  Compensation expense of
$2,980  is  recorded  in  general and administrative expense in the accompanying
consolidated  statement  of  operations  for  the  year ended December 31, 1999.

9     COMMITMENTS  AND  CONTINGENCIES

OPERATING  LEASE  AGREEMENTS

The  Company  leases  certain  facilities  under  operating leases.  The minimum
annual rental payments as of December 31, 1999, under non-cancelable leases, are
as  follows:


<TABLE>
<CAPTION>
Year Ending
December 31,.  Amount
-------------  --------
<S>            <C>
2000. . . . .  $110,883
2001. . . . .     9,789
               --------
               $120,672
               ========
</TABLE>

Rent  expense  was  approximately  $42,500 for the year ended December 31, 1999.

EMPLOYMENT  AGREEMENTS

The  Company  has  entered  into  various  long-term  employment agreements with
certain  key  employees,  which call for guaranteed salaries and other benefits,
including provisions for amounts payable in the event the employee is terminated
without  cause,  or,  as  a  result  of  a  change  in control, of approximately
$767,000.  In  addition,  the  employment  agreements include provisions for the
granting  of  additional  stock  options  if  certain  performance and longevity
measures  are  met.


10     SEGMENT  INFORMATION

For  the  year  ended  December  31,  1999,  the  Company  adopted SFAS No. 131,
"Disclosures  about  Segments  of  an  Enterprise  and Related Information (SFAS
131)."  SFAS  131  supersedes  FASB's  SFAS  No.  14,  "Financial  Reporting for
Segments  of a Business Enterprise."  SFAS 131 establishes standards for the way
that  business enterprises report information about operating segments in annual
financial  statements.  SFAS  131  also  establishes  standards  for  related
disclosures  about  products and services, geographic areas and major customers.
The  adoption  of  SFAS  131  did  not affect results of operations or financial
position,  but  did  affect  the  disclosure  of  segment  information.

The Company operates through two business segments that offer distinct services.
The  Company's  Application  Service  Provider (ASP) segment provides electronic
commerce  software and web site hosting services.  The Company's web site design
segment,  IMS,  focuses  on  high-end  web  site  design services for e-commerce
companies  as  well  as  non-commercial  customers  and  provides  support  for
value-added  resellers.

Reportable  business  segment information is as follows as of December 31, 1999:


<TABLE>
<CAPTION>
                    ASP          Web Site Design    Consolidated
                    -----------  -----------------  --------------
<S>                 <C>          <C>                <C>
Revenue. . . . . .  $  126,867   $        294,137   $     421,004
Operating Expenses     993,389            292,298       1,285,687
NOL. . . . . . . .    (903,629)           (77,659)       (981,288)
Total Assets . . .   1,949,251             37,482       1,986,733

</TABLE>

                                       25
<PAGE>

11     STOCK  OPTIONS

During  July  1999, the Company granted 350,000 options to employees to purchase
shares  of  the  Company's  Class  A  common stock.  The options are exercisable
immediately,  at  $1.50  per share, which was greater than the approximated fair
market value of the stock at the date of grant. The options expire 10 years from
the  date  of  grant.

In  December  1999,  the  Company  issued  100,000  options to buy shares of the
Company's  common  stock,  to  an  outside party, at a price of $2 per share for
promotional  services to be provided over a three-year period beginning December
30,  1999.  These  options are exercisable at the earlier of either December 30,
2001,  or  12 months following the date of the Company's initial public offering
of  shares  of  common  stock  to  the public.  The fair market value of $65,883
related  to  these  options  is included in prepaid expenses in the accompanying
consolidated  balance  sheet.

A  summary  of  the  status  of  options  issued  during  1999  is  as  follows:


<TABLE>
<CAPTION>
                                                  Non-       Weighted Avg.
                                     Employees    Employees  Exercise Price
                                     -----------  ---------  ---------------
<S>                                  <C>          <C>        <C>
Outstanding, December 31, 1998. . .            -          -  $             -
Granted . . . . . . . . . . . . . .      350,000    100,000             1.61
Exercised . . . . . . . . . . . . .            -          -                -
Forfeited . . . . . . . . . . . . .            -          -                -
                                     -----------  ---------  ---------------
Outstanding, December 31, 1999. . .      350,000    100,000  $          1.61
                                     ===========  =========  ===============
Exercisable as of December 31, 1999      350,000          -
                                     ===========  =========
Weighted-average fair value
granted during the year . . . . . .  $       .76  $     .66
                                     ===========  =========
</TABLE>

The  following   table  summarizes  information  about  options  outstanding  at
December  31,  1999:

<TABLE>
<CAPTION>
                     Outstanding                              Exercisable
--------------------------------------------------- ---------------------------------
                                        Weighted
                                        Average       Weighted                Weighted
                                        Remaining     Average                 Average
              Exercise  Number          Contractual   Exercise   Number       Exercise
Type          Price     Outstanding     Life in Years Price      Exercisable  Price
-----------   --------  -----------     ------------- --------  ------------ ---------
<S>           <C>       <C>             <C>           <C>       <C>          <C>
Employees     $   1.50  350,000         9.5           $   1.50  350,000      $   1.50
Non-Employees $   2.00  100,000         3             $   2.00      -              -
                        -------         ------------- --------  ------------ ---------
                        450,000         8.1           $   1.61  350,000      $   1.50
                        =======         ============= ========  ============ =========
</TABLE>


The  fair  value  of  options  granted during the fiscal year ended December 31,
1999,  has  been  estimated  at  the date of grant, using a Black-Scholes option
pricing  model.  The  Black-Scholes option valuation model was developed for use
in estimating the fair value of traded options that have no vesting restrictions
and  are  fully  transferable.  In addition, option valuation models require the
input  of  highly  subjective  assumptions,  including  the expected stock price
volatility.  The  Company's options have characteristics significantly different
from  those  of  traded  options,  and changes in the subjective assumptions can
materially  affect  the  fair value estimate.  The fair value of each option was
estimated  on  the  date  of  grant  based  on  the  following  weighted average
assumptions  for  options  granted  during  1999:

<TABLE>
<CAPTION>

<S>                                       <C>
Weighted-average expected life . . . . .  10 years
Weighted-average risk-free interest rate     6.48%
Volatility . . . . . . . . . . . . . . .       70%
Dividend yield . . . . . . . . . . . . .         -

</TABLE>

                                       26
<PAGE>

Had  compensation  cost  related to options granted to employees been determined
based on the fair value at the grant dates consistent with the method under SFAS
123,  the  Company's net loss per share would have been reduced to the pro forma
amounts  indicated  below  for  the  year  ended  December  31,  1999:

<TABLE>
<CAPTION>
                                               Amount
                                               -----------
<S>                                            <C>
Net loss attributable to common shareholders:
As reported . . . . . . . . . . . . . . . . .  $  981,288
Pro forma . . . . . . . . . . . . . . . . . .   1,314,288
Basic and diluted earnings per share:
As reported . . . . . . . . . . . . . . . . .        (.09)
Pro forma . . . . . . . . . . . . . . . . . .        (.12)

</TABLE>

The  effects  of  applying  SFAS  123  on  pro forma disclosures of net loss and
earnings  per  share  for fiscal 1999 are not likely to be representative of the
pro  forma  effects  on  net  income  and  loss  per  share  in  future  years.

12     SUBSEQUENT  EVENT

On  March  23,  2000,  the  Board  adopted  an  amendment  to  the  Articles  of
Incorporation,  authorizing  the  issuance  of  5,000,000  shares  of 10 percent
non-cumulative,  convertible  Series  A  Preferred Stock.  As of March 27, 2000,
none  of  these  shares  have  been  issued.

On  January 3, 2000, the Board adopted the Emagisoft Technologies, Inc. Employee
Stock  Option  Plan.  As of March 27, 2000, 56,570 options (unaudited) have been
granted under the provisions of this plan.  Options granted under this plan will
have  an  exercise price not less than the fair market value of a share of stock
on  the  date the option is granted, and no option will be exercisable more than
10  years  after  that  date.

                                       27
<PAGE>

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
          FINANCIAL  DISCLOSURE

Not  applicable


                                    PART III
ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
          COMPLIANCE  WITH  SECTION  16(A) OF THE  EXCHANGE  ACT

The  directors  and executive officers of Emagisoft Technologies at December 31,
1999  are  as  follows:

<TABLE>
<CAPTION>

NAME                                             AGE                     POSITION(s)
-----------------------------------------------  ---  --------------------------------------------------
<S>                                              <C>  <C>
Kyle E. Jones . . . . . . . . . . . . . . . . .   36  Chairman of the Board of Directors, Sole Director
                                                      President and Chief Executive Officer

Peter VanSon. . . . . . . . . . . . . . . . . .   46  Executive Vice President and Chief
                                                      Financial Officer

William H. Egge, IV . . . . . . . . . . . . . .   30  Vice President of Software Development

Jamie E. Jalazo . . . . . . . . . . . . . . . .   32  Vice President of Sales and Marketing

David T. Hollis . . . . . . . . . . . . . . . .   24  Vice President of Network Engineering

Roger W. Finefrock. . . . . . . . . . . . . . .   34  President, Interactive Media Solutions, Inc.

</TABLE>

KYLE  E.  JONES  founder  of  Emagisoft,  has served as Chairman of the Board of
Directors,  President,  and  Chief  Executive  Officer  of  Emagisoft  since our
inception.  From 1990 to 1996, Mr. Jones was part of a technology business group
comprised  of American Data Imaging (ADI), ACOM Corporation, and Computer Output
Microfiche  Plus  Services  (COM), to provide administrative marketing and sales
management  support for a variety of network-based electronic records processing
and  storage  services.

PETER  VANSON     has served as Chief Financial Officer since July of 1999. From
1983  to  1999,  Mr.  VanSon  has served as President of CPA Financial Services,
P.A.,  a  public accounting firm. From 1977 to 1983, he was with Cherry, Bekaert
and  Holland,  CPAs,  a  regional  CPA firm. From 1981 to 1983, Mr. VanSon was a
Practice  Fellow  with the Auditing Standards Division of the American Institute
of  CPAs  in New York. In addition to being a Certified Public Accountant (CPA),
Mr.  VanSon  is  a  Certified  Valuation  Analyst  (CVA),  and  holds a Series 7
brokerage  license  and a Bachelor's degree in Accounting from the University of
South  Florida.

WILLIAM  EGGE     joined  us  in  1996,  bringing  over  ten years experience in
analysis,  design,  and development of software utilizing object-oriented design
and  development  tools.  Mr.  Egge  developed  the  world's  most  widely  used
commercial  laser  light  show software package. He has implemented and designed
various  client/server  applications  for  banking,  accounting, and credit card
processing  and  data  encryption.

JAMIE JALAZO     joined  us in January 2000 from Tech Data Corporation, where he
was  employed  since  1992.  His most recent position was Director of Sales. His
responsibilities  included  the  implementation and execution of a business plan
that  annually  produced  over  one  billion  dollars of revenue, along with the
development  and  training  of  100  inside  and  outside  sales  people.

DAVID  HOLLIS     is  a  Microsoft  Certified  Systems Engineer, proficient with
Windows  NT,  Linux,  Cisco  routers, firewalls, and security products. Prior to
joining  us  in  August of 1999, Mr. Hollis worked at Special Operations Command
Headquarters  at MacDill Air Force Base in Tampa, Florida, from November 1998 to
August  1999 where he secured networks for globally sensitive military networks.
Prior  to  that,  he  worked  at  the U.S. Naval Academy, where he installed and
configured  ATM/Switched  Ethernet  networks.

ROGER  FINEFROCK  founded  Interactive  Media  Solutions,  Inc.  (a wholly owned
subsidiary  of Emagisoft Corporation) in 1991.  From  1988 through 1991, he  was
project manager and CADD training developer  for  Schenkel & Schultz Architects.

Compliance   with   Section  16(a)  of  the  Securities  Exchange  Act  of  1934

     Section  16(a)  of  the  Exchange  Act requires the Company's directors and
executive  officers,  and  persons  who  own  more  than  10%  of  the Company's
outstanding  common  stock,  to  file  with  the  Commission  initial reports of
ownership  and reports of changes in ownership of common stock. Such persons are
required by Commission regulation to furnish the Company with copies of all such
reports  they  file.

                                       28
<PAGE>

     To  the  Company's  knowledge,  based  solely  on a review of the copies of
filings  furnished  to  the  Company and written or oral representations that no
other  reports were required, the Company believes that all of its directors and
executive  officers  complied during fiscal 1999 with the reporting requirements
of  Section  16(a)  of  the  Exchange  Act.

ITEM  10.  EXECUTIVE  COMPENSATION
The  following  table  summarizes  the total compensation of the Chief Executive
Officer:

<TABLE>
<CAPTION>
                                                                      Restricted Common shares LTIP      All Other
Name and Principle               Salary Paid             Other Annual Stock      Underlying    Payouts   Compensation
Position            Year         1999            Bonus   Compensation Awards     Options
------------------  ----         --------------  -----   ------------ ---------- ------------- -------   -------------
<S>                 <C>          <C>             <C>     <C>          <C>        <C>           <C>       <C>
Kyle E. Jones,
Pres., CEO . . . .  1999         $       47,664  $    -  $         -  0          100,000sh     $    -    $      32,310
                    1998         $            -  $    -  $         -  0                  -     $    -    $           -
                    1997         $            -  $    -  $         -  0                  -     $    -    $           -

</TABLE>

The  following table summarizes the Option Grants of the Chief Executive Officer
and  other employees  at  12/31/99:


<TABLE>
<CAPTION>
                 Number of Securities    % of Total Options     Exercise or
                 Underlying Options      Granted to Employees   Base Price    Expiration
Name             Granted (#)             in 1999                ($/Sh)        Date
---------------  --------------------    --------------------   -----------   ----------
<S>              <C>                     <C>                    <C>           <C>
Kyle E. Jones .               100,000                     25%   $   1.50/Sh   none

Other Employees               250,000                     75%   $   1.50Sh    none
                 --------------------    --------------------
Total . . . . .               350,000                    100%

</TABLE>


ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The following table sets forth, as of December 31, 1999, the number of shares of
common stock that were owned beneficially by (i) each person who is known by the
Company  to  beneficially own more than 5% of the outstanding common stock, (ii)
each  director, (iii) the officers identified in the Summary Compensation Table,
and  (iv)  all  directors  and  executive  officers  of  the Company as a group:


<TABLE>
<CAPTION>
Title of Class       Name and Address of            Amount and Nature of  Percent
                     Beneficial Owner               Beneficial Owner      of Class

-------------------  --------------------           --------------------  --------
<S>                  <C>                            <C>                   <C>
Common               Kyle E. Jones, Pres/CEO
                     and sole director
                     10460 Roosevelt Blvd., #111
                     St. Petersburg, FL 33716         100,000 shares (1)    [*]

Common               The Betterment Trust,          5,552,260 shares      42.15%
                     Kyle E. Jones, Trustee
                     10460 Roosevelt Blvd. #111,
                     St. Petersburg, FL 33716

Common               Roger Tichenor                   935,780 shares (2)   6.72%
                     1749 Bridgewater, Dr.
                     Heathrow, FL  32746

Common               Stephen Guarino                  750,000 shares       5.69%
                     3 Downe Circle
                     Medford, NJ  08055

Common               All directors and executive
                     Officers of the Company as a
                     Group                          1,158,580 shares (3)   7.66%

</TABLE>

[*]   Represents  less  than  1%  of  the  outstanding  common  stock

(1)   100,000  of  total shares represent 100 percent vested options to purchase
      common  shares
(2)   50,000  of  total shares represent  100 percent vested options to purchase
      common  shares
(3)   150,000  of  total shares represent 100 percent vested options to purchase
      common  shares

                                       29
<PAGE>

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

None

ITEM  13.  EXHIBITS,  FINANCIAL  STATEMENTS,  AND  REPORTS  ON  FORM  8K

13-1     FINANCIAL  STATEMENTS

     See  Item  7  of  this  Form  10-KSB

13-2     FINANCIAL  STATEMENT  SCHEDULES

Financial  statement  schedules  have  been  omitted  since  they are either not
required,  or the information has been otherwise included into this Form 10-KSB.

13-3     EXHIBITS

The  exhibits listed on the accompanying index to exhibits immediately following
are  filed  as  part  of,  or  incorporated  by  reference  into, this Form KSB.

EXHIBIT                                   DESCRIPTION
  NO.
-------                                  ------------


  2.1     Share Exchange Agreement between Manatee-American Financial Corp.
          and Emagisoft  Corporation  (2)

  3.1     Original  and Amended Articles of Incorporation of the Registrant
          (1)(2)

  3.2     Bylaws  of  the  Registrant  (1)

  4.1     Specimen  -  Common  Stock  Certificate  (1)

 10.1     Employment Contracts of Key Management of Emagisoft Technologies, Inc.

 10.2     Specimen - Confidential Information and Invention Assignment Agreement
          for  Employees

 10.3     Business  Consulting  Agreement  between James S. Neader and Emagisoft
          Technologies, Inc.

 10.4     Option  Agreement  for Promotional services between Gary Sheffield and
          Emagisoft Technologies, Inc.

 16.1     Letter  on  Change  in  Certifying  Accountant  (2)

 21.1     Subsidiaries  of  the  Registrant

 21.2     Stock  Purchase  and  Sale between Net Advantage, Inc. (NKA) Emagisoft
          Corporation and Interactive Media Solutions, Inc.

 23.1     Consent  of  Rachlin  Cohen  &  Holtz  LLP,  Independent  Auditors (2)

  (1)     Incorporated by reference to the Registrant's Registration Statement
          on Form  SB-2,  as  amended,  File  No.  33-67766-A
  (2)     Incorporated by reference to Form 8-K of the Registrant, filed October
          29,  1999.


13-4     REPORTS  ON  FORM  8-K

A  current  report  on  Form  8-K  was  filed  with  the Securities and Exchange
Commission  by    Emagisoft  Technologies, Inc. on October 29, 1999 to: report a
Change  in  Control  of  the  Registrant; the resulting Acquisition of Assets; a
Change  in  the  Registrant's  Certifying  Accountant; the filing of Articles of
Amendment  to  our  Articles  of  Incorporation  changing  our name to Emagisoft
Technologies,  Inc.  and  increasing  our  authorized  shares of common stock to
50,000,000;  the  Resignation  of  Registrant's  Director;  and  the  report the
Financial  Statements  and  the  Pro  Forma  Financial  Statements


SIGNATURES

Pursuant  to  the  requirements  of  Section  13  or 15(d) of the Securities and
Exchange  Act  of  1934,  the  Registrant has duly caused this Form 10-KSB to be
signed  on  its  behalf  by  the  undersigned,  who is duly authorized to do so.

                                   EMAGISOFT  TECHNOLOGIES,  INC.

                                   By:   /s/  Peter  VanSon
                                     ----------------------
                                   Peter  VanSon,  Chief  Financial  Officer

                                       30
<PAGE>
                                POWER OF ATTORNEY

      KNOW  ALL  PERSONS  BY  THESE  PRESENTS,  that each person whose signature
appears  below constitutes and appoints Peter VanSon and Kyle E. Jones, and each
of  them,  his  true  and  lawful  attorneys-in-fact,  each  with  the  power of
substitution,  for him in any and all capacities, to sign any amendments to this
Report  on  Form  10-KSB,  and to file the same, with Exhibits thereto and other
documents  in  connection therewith with the Securities and Exchange Commission,
hereby  ratifying  and  ratifying  and  confirming  all  that  each  of  said
attorneys-in-fact, or substitute or substitutes, may do or cause to do by virtue
hereof.

     Pursuant  to  the requirements of the Securities exchange Act of 1934, this
Form  10KSB  has  been  signed  below  by the following persons on behalf of the
Registrant  and  in  the  capacities  and  on  the  dates  indicated:

DATE               SIGNATURE             TITLE
----               ---------             -----

                                         President, Chief Executive Officer and
                  /s/  KYLE  E.  JONES   Chairman of the Board of Directors
March  28,  2000                         (Sole Director) (Principle Executive
                                         Officer)


                  /s/  PETER  VANSON     Vice President and
                                         Chief Financial Officer
March  28,  2000                         (Principal Financial and
                                         Accounting Officer)


DATE               SIGNATURE             TITLE
----               ---------             -----


                  /s/  KYLE  E.  JONES   Sole  Director
March  28,  2000



                                INDEX TO EXHIBITS

EXHIBIT                                   DESCRIPTION
  NO.
-------                                  ------------
  2.1     Share Exchange Agreement between Manatee-American Financial Corp.
          and Emagisoft  Corporation  (2)

  3.1     Original  and Amended Articles of Incorporation of the Registrant
          (1)(2)

  3.2     Bylaws  of  the  Registrant  (1)

  4.1     Specimen  -  Common  Stock  Certificate  (1)

 10.1     Employment Contracts of Key Management of Emagisoft Technologies, Inc.

 10.2     Specimen - Confidential Information and Invention Assignment Agreement
          for  Employees

 10.3     Business  Consulting  Agreement  between James S. Neader and Emagisoft
          Technologies, Inc.

 10.4     Option  Agreement  for Promotional services between Gary Sheffield and
          Emagisoft Technologies, Inc.

 16.1     Letter  on  Change  in  Certifying  Accountant  (2)

 21.1     Subsidiaries  of  the  Registrant

 21.2     Stock  Purchase  and  Sale between Net Advantage, Inc. (NKA) Emagisoft
          Corporation and Interactive Media Solutions, Inc.

 23.1     Consent of Rachlin Cohen & Holtz LLP, Independent Auditors (2)

 (1)      Incorporated  by reference to the Registrant's Registration Statement
          on Form  SB-2,  as  amended,  File  No.  33-67766-A
 (2)      Incorporated by reference to Form 8-K of the Registrant, filed October
          29,  1999.

                                       31
<PAGE>

                                        Exhibit  10.1  Employment  Contracts


                              EMPLOYMENT AGREEMENT
                              --------------------


THIS EMPLOYMENT AGREEMENT (THIS "AGREEMENT") IS MADE AND ENTERED INTO AS OF THIS
3rd DAY OF January, 2000, BY AND BETWEEN EMAGISOFT TECHNOLOGIES, INC., A FLORIDA
---
CORPORATION  (HEREINAFTER  REFERRED  TO  AS  "EMPLOYER"),  AND  KYLE  E.  JONES
(HEREINAFTER  REFERRED  TO  AS  "EMPLOYEE").

                         W  I  T  N  E  S  S  E  T  H  :
                         -  -  -  -  -  -  -  -  -  -

     WHEREAS,  the  continued availability of Employee's services is regarded by
Employer as vitally important to its continued corporate growth and success, and
Employee  desires  to formalize his employment with Employer and to maximize the
security  of  his  position.

NOW  THEREFORE,  in  consideration  of  such  employment  and  the  premises and
covenants  hereinafter  set  forth,  the  parties  hereto  agree  as  follows:

1.     EMPLOYMENT.  Employer  hereby agrees  to  employ  Employee  and  Employee
       ----------
hereby  accepts  such  employment, upon the terms and conditions hereinafter set
forth.

2.     TERM.  Subject to the provisions for termination as hereinafter provided,
       ----
the  term of this Agreement shall be TWO (2) YEARS and shall commence on JANUARY
                                                                         -------
3RD,  2000,  and  terminate  on  JANUARY  3RD,  2002.  This  Agreement  shall be
---                              ------------
automatically  renewed  for  additional  one  (1) year terms unless either party
gives  the  other  notice  to  terminate this Agreement at least sixty (60) days
prior  to  the  expiration of the initial term or any one (1) year renewal term.

3.     COMPENSATION.  Employer  shall  pay Employee  an  annual  salary  of  ONE
       ------------                                                          ---
HUNDRED  FOUR  THOUSAND  DOLLARS  ($104,000.00),  payable  in  accordance  with
 ----------------------------------------------
Employer's  normal  policies  but  in  no  event  less  often than biweekly (the
"Salary").  Employer  shall  increase  the  Salary payable to Employee each year
upon  the  anniversary of Employee's commencement of employment in an amount not
less  than  five percent (5%) of the salary payable to Employee for the previous
year.

4.     EMPLOYEE  BENEFITS.  Employee shall be entitled to receive or participate
       ------------------
in all benefit plans and programs of Employer and the Company currently existing
or  hereafter  made  available to executives or senior management of Employer or
any  subsidiary  corporations  of  Employer, including Emagisoft Corporation and
Interactive  Media  Solutions,  Inc.  (the  "Subsidiaries"),  including  but not
limited  to,  pension  and  profit  sharing plan, 401(k) plan, incentive savings
plan, stock option plan, group life insurance, dental, hospitalization, surgical
and  medical  coverage,  salary continuation plan, disability coverage and other
fringe  benefits.

5.     MEDICAL  AND  DENTAL  INSURANCE.  During  the  term  of  this  Agreement,
       -------------------------------
Employer  shall  maintain in full force and effect, at sole cost to Employer, an
all-inclusive  policy  of  medical  and  dental  insurance covering Employee and
dependents  of Employee, which policy provides substantially the same limits and
coverage's  of  Employer's  medical  and  dental insurance provided to executive
officers  or  senior  management  of  Employer  or  any  of  its  Subsidiaries.

6.     BUSINESS  EXPENSES.  Employee  shall be provided with credit cards issued
       ------------------
in  the  name  of  Employer  or  the  Company,  either  American  Express  or
Visa/MasterCard,  for  business travel, entertainment, lodging and the like, and
Employee  shall  be entitled to receive proper reimbursement for all reasonable,
out-of-pocket  expenses  incurred  directly  by  Employee in performing services
hereunder.  Employer  shall  reimburse  Employee  for such expenses on a monthly
basis,  upon  submission  by Employee of appropriate receipts, vouchers or other
documents  in  accordance  with  Employer's  policy.

7.     AUTOMOBILE  EXPENSES.  Employer shall provide Employee with an automobile
       --------------------
allowance  to  be  determined  by the Board of Directors of at least $250.00 per
                                                                     -------
month,  for  payment  of  expenses  relating to Employee's operation and use (to
include  parking) of an automobile in the course of performing duties under this
Agreement.

                                       32
<PAGE>

8.     PORTABLE  CELLULAR  TELEPHONE AND PAGER.  Employer shall provide Employee
       ---------------------------------------
with  an  allowance  to  be  determined  by  the  Board of Directors of at least
$100.00,  for  payment of all costs and expenses incurred in connection with the
operation  and  use  of  a  portable  cellular telephone and/or nationwide alpha
pager,  including,  but not limited to, monthly service charges and maintenance.

9.     STOCK  OPTIONS.  Employee  shall be granted options to purchase shares of
       --------------
Common  Stock  of  Employer, par value of $0.0001 per share (the "Common Stock")
under  the  following  terms  and  conditions:

(a)     Employee  shall  receive  an  option to purchase up to 100,000 shares of
                                                               -------
Employer's  Common  Stock  at  a price of $1.50 per share upon execution of this
                                          -----
Agreement.

(b)     Employee  shall  receive:  (i) an option to purchase up to 50,000 shares
                                                                   ------
of Common Stock exercisable at a price of $1.75 per share at such time as annual
                                          -----
gross  revenues  of Employer and Subsidiaries reach $1,500,000, and (ii) options
                                                    ----------
to  purchase  up to an additional 50,000 shares of Common Stock exercisable at a
                                  ------
price  of $1.75 per share for every additional increase in annual gross revenues
          -----
of  Employer  and  Subsidiaries  of $1,500,000 for the earlier of the first five
                                    ----------
years  hereunder  or until Employer and Subsidiaries reach $15,000,000 in annual
                                                           -----------
gross  revenues.

(c)     Employee  shall  receive  longevity  options  to  purchase up to 100,000
                                                                         -------
shares  of  Common  Stock per year of employment exercisable at a price of $2.00
                                                                           -----
per  share.  The employment of Employee with any Subsidiaries prior to execution
of  this  Agreement  shall  be considered as employment hereunder in determining
Employee's  entitlement  to  said  longevity  options.

(d)     Employee  shall  receive  an  option  to purchase up to 50,000 shares of
                                                                ------
Common  Stock exercisable at a price of $2.00 per share in the event, within two
                                        -----
(2)  years  of  Employee's employment hereunder, all or substantially all of the
business  or  assets  of  Employer  or  Subsidiaries is sold to a third party or
Employer  merges  with  or  is  acquired  by  another  entity.

10.     DUTIES.   Employer   shall   employ  Employee   in   the   capacity   of
        ------
PRESIDENT  AND  CHIEF  EXECUTIVE  OFFICER  to  perform  such  services  as  are
-----------------------------------------
customarily associated with such position, subject to the supervision, direction
and  any  policies  and procedures established from time to time by the Board of
Directors  of  Employer.  Employee  may  also be employed in the same or similar
capacities  with  Subsidiaries.

11.     EXTENT OF SERVICES.  Employee  shall  devote  such  time,  attention and
        ------------------
energy  as is reasonably necessary for Employee to faithfully perform his duties
under this Agreement.  Employee may engage in other business activities which do
not  conflict  with  the  business  of  Employer.

12.     VACATION  &  SICK LEAVE.  Employee  shall  be  entitled  each  year to a
        -----------------------
vacation  of  three (3) weeks, during which time Employee's compensation will be
paid in full.  Unused days of vacation will accumulate and accrue over to future
years.  In  addition,  Employee  shall  have  such  other  days  off as shall be
determined  by  Employer  and  shall  be  entitled  to  paid sick leave and paid
holidays  in  accordance  with Employer's policy as established by Employer from
time  to  time.

13.     INCAPACITY  OR  DISABILITY.  In  the  event  Employee  shall  become  so
        --------------------------
incapacitated  by reason of accident, illness, or other disability that Employee
is  unable  to carry on substantially all of the normal duties of Employee under
this  Agreement  for a continuous period of ninety (90) days, this Agreement may
be  terminated  at  Employer's  option, at which time Employee shall continue to
receive  Employee's Salary, at the rate then in effect, for a period of four (4)
months from the date on which Employee became incapacitated or disabled.  If two
(2)  or more periods of Employee's incapacity or disability are not separated by
a  return to full-time work for at least five (5) consecutive working days, then
such  periods  of  disability  shall  be  considered  one  continuous  period of
incapacity  or  disability.

                                       33
<PAGE>

14.     DEATH.  In  the  event  Employee dies during the term of this Agreement,
        -----
this  Agreement shall be terminated and Employer shall pay to Employee's estate,
within thirty (30) days of Employee's death, an amount equal to thirty-three and
one-third  percent (33%) of Employee's Salary at the rate then in effect.  Other
death  benefits will be determined in accordance with the terms of Employer's or
the  Company's  benefit  plans  and  programs.

15.     TERMINATION;  COMPENSATION  TO  EMPLOYEE UPON TERMINATION.  In the event
        ---------------------------------------------------------
Employer  terminates this Agreement for any reason other than in accordance with
Section  2  above  or  for  "Cause"  as  hereinafter  defined, or the disability
(Section  13)  or  death  (Section  14)  of  Employee,  or in the event Employee
terminates  this  Agreement  for  any  of  the  following  reasons:

(a)     Employer fails to pay Employee any installment of Salary, in whole or in
part,  when such installment becomes due and payable, and such failure continues
for  more  than  ten  (10)  days,  or

(b)     Employer  breaches  any  term, covenant or obligation in this Agreement,
which  breach  has continued more than thirty (30) days after Employee has given
Employer  notice  specifying  such  breach,  or

(c)     Employer  liquidates,  dissolves  or  files a petition in bankruptcy, or

(d)     Employer sells all or substantially all of the business or assets of the
Company  or  Employer to a third party or Employer merges with or is acquired by
another  company, then, in  such  case, Employee shall be entitled to be paid by
Employer, within sixty  (60)  days  of  such termination, an amount equal to the
aggregate  of  all  compensation  earned by Employee or to which Employee was or
would be entitled to receive,  including  Salary,  for  the  year  in which such
employment was terminated and  for  the  succeeding year.  In the event Employee
terminates this Agreement for  any of  the  foregoing reasons, the provisions of
Sections 16 and 17 shall be of  no  force  and  effect.

     Nothing  herein  shall prevent Employer from terminating this Agreement and
Employee's  employment  hereunder  for  "Cause."  "Cause"  shall  mean:  (a)
Employee's  conviction  of  a  felony under any federal or state law, or (b) the
commission  or  participation  of  Employee  in  an  injurious  act  of  fraud,
misrepresentation,  embezzlement  or  dishonesty  against  Employer,  or  (c)
Employee's substantial neglect of his duties hereunder, or (d) Employee's breach
of any term, covenant or obligation in this Agreement.  This Agreement shall not
be  deemed  to  have been terminated for Cause unless and until there shall have
been  delivered  to  Employee  a  notice  of termination specifying which act or
omission  to  act  of  Employee  constitutes  Cause,  including  the particulars
therefor,  and  Employee,  within  thirty  (30)  days of receipt of such notice,
either:  (i)  cures  such  act  or  omission  to act, or (ii) provides notice to
Employer  that  he  disputes  such  termination.  In the event Employee provides
timely notice to Employer that he challenges such termination, the dispute shall
then be submitted to an arbitrator agreed upon by Employer and Employee.  If the
parties  cannot  agree  upon an arbitrator, they shall each select an arbitrator
and  the  arbitrators  so  selected  shall choose a third arbitrator to hear the
dispute.  The  decision  of the arbitrator(s) shall be binding upon Employer and
Employee.  During  the  pendency  of any dispute, Employer shall continue to pay
salary  to  Employee, at the rate then in effect, and Employee shall continue to
perform  his duties under this Agreement.  In the event Employee fails to either
timely  cure  the  act  or  omission  to  act or provide notice to Employer of a
dispute  thereof,  this  Agreement  shall  be considered terminated and Employer
shall  have  no  further  obligation  to pay compensation to Employee hereunder,
except  for payment of any compensation accrued through the date of termination.
All  such  accrued  compensation  shall be paid to Employee in a lump sum on the
date  of  termination.

16.     NON-DISCLOSURE   OF   CONFIDENTIAL   INFORMATION.   Employee  recognizes
        ------------------------------------------------
and acknowledges that trade secrets and proprietary information and processes of
Employer  and  Subsidiaries,  as they may exist from time to time, are valuable,
special,  and unique assets of the business of Employer and Subsidiaries, access
to  and knowledge of which are essential to the performance of Employee's duties
hereunder.  Employee  shall  not, during or after the term of this Agreement, in
whole or in part, disclose such secrets, information or processes including, but
not limited to, names of customers and potential customers, names, locations and
other  identifying  information concerning vendors and suppliers of Employer and
Subsidiaries,  prospective  and  current business transactions and arrangements,
electronic  processing,  electronic  data  processing,  work  processing  and/or
computer  programs, runs and other electronic products and records, price lists,
training  materials,  business  methods,  procedures  and  forms of Employer and
Subsidiaries,  and  advertising  and  promotional  materials and sources, to any
person, firm, corporation, association or other entity for any reason or purpose
whatsoever,  nor  shall  Employee  make  use  of  any  such property for his own
purposes  or  for  the  benefit of any person, firm, corporation or other entity
(except  Employer  and Subsidiaries) under any circumstances during or after the
term  of  this  Agreement;  provided that after the term of this Agreement these
restrictions  shall  not  apply to such secrets, information and processes which
are  then  in  the  public  domain  (provided that Employee was not responsible,
directly  or indirectly, for such secrets, information or processes entering the
public  domain  without  Employer's  consent).  Employee  agrees  to  hold  as
Employer's  property  all  memoranda,  books,  papers,  letters, computer disks,
customer  lists,  price lists, advertising and promotional materials, contracts,
and other data, and all copies thereof and therefrom, in any way relating to the
business  and  affairs  of  Employer  and  Subsidiaries,  whether made by him or
otherwise coming into his possession, and on demand of Employer, at any time, to
deliver  the  same  to  Employer.

                                       34
<PAGE>

17.     COVENANT NOT TO COMPETE.  During the term hereof and for a period of one
        -----------------------
(1)  year thereafter in the event Employee's employment is terminated for Cause,
Employee  shall not within a radius of one hundred (100) miles of any geographic
area  within which Employer or any of its Subsidiaries has an office, enter into
or engage in any business in competition with the business of Employer or any of
its  Subsidiaries,  as  it  now  exists or may exist in the future, either as an
individual  on  his  own  account,  or as a partner, or joint venturer, or as an
officer,  director  or stockholder of a corporation, or otherwise.  It is agreed
by  the  parties  hereto  that if any portion of this covenant not to compete is
held to be unreasonable, arbitrary or against public policy, the covenant herein
shall  be  considered  divisible both as to time and geographical area, and each
month  of  the  specified  period shall be deemed a separate period of time, and
each  county  or  parish  of each State in the United States of America shall be
deemed  a  separate  geographical  area,  so  that  the lesser period of time or
geographical  area  shall  remain  effective  so  long  as  the  same  is  not
unreasonable,  arbitrary,  or  against  public policy.  The parties hereto agree
that,  in  the  event  any  court  determines  the  specified time period or the
specified  geographical  area  to  be unreasonable, arbitrary, or against public
policy,  a  lesser  time  period  or geographical area which is determined to be
reasonable,  non-arbitrary and not against public policy may be enforced against
Employee.

18.     REMEDIES.  If  there  is a breach or threatened breach of the provisions
        --------
of  Sections  16  or  17  of  this  Agreement,  Employer shall be entitled to an
injunction  restraining  Employee  from  such  breach.  Nothing  herein shall be
construed  as  prohibiting  Employer  from  pursuing any other remedies for such
breach  or  threatened  breach.

19.     PRIOR  EMPLOYMENT  AGREEMENT.  Employee  and  Employer's  subsidiary,
        ----------------------------
Emagisoft  Corporation  f/k/a  Net Advantage, Inc., are parties to an Employment
Agreement  dated  as  of July 15, 1999 ("Prior Agreement").  It is intended that
this  Agreement  shall  supersede  and  replace  the  Prior  Agreement, and upon
execution  of  this  Agreement  the Prior Agreement shall be cancelled and of no
further force and effect and the rights and obligations of the parties under the
Prior  Agreement shall be deemed null and void.  Employee understands and agrees
that  any  option  to  purchase  shares  of  common stock or other securities of
Emagisoft  Corporation,  which has been granted to or received by Employee under
the  Prior  Agreement,  shall  be  cancelled  and  considered  null  and  void.

20.     NOTICES.  Any  notice  required  or  permitted  to  be  given under this
        -------
Agreement  shall  be  sufficient  if  in  writing  and  if  sent by certified or
registered  mail,  return  receipt  requested,  to  the parties at the following
addresses:

     In  the  case  of  Employer:               405 Central Avenue, Second Floor
                                                --------------------------------
                                                St.  Petersburg,  FL  33701
                                                ---------------------------
                                                Attention:  Kyle E. Jones
                                                -------------------------


     In  the  case  of  Employee:               405 Central Avenue, Second Floor
                                                --------------------------------
                                                St.  Petersburg,  FL  33701
                                                ---------------------------

or  at  such  other  place  as  the  parties  may  later  designate.

21.     ATTORNEY'S  FEES.   Should   Employer   or   Employee   institute  legal
        ----------------
action,  whether  at  law  or in equity, to enforce any provision hereunder, the
prevailing party shall be entitled to receive from the other party all costs and
reasonable  attorney's  fees,  including, but not limited to, fees for trial and
appeals  or  other  legal  proceedings.

22.     CONSENT  TO  JURISDICTION AND VENUE.   The  parties  hereby  consent  to
        -----------------------------------
personal  jurisdiction and venue, for any action brought by Employer or Employee
arising  out  of  a  breach  or threatened breach of this Agreement, in Pinellas
County, Florida.  The parties agree that any action arising under this Agreement
or  out  of the relationship established by this Agreement shall be brought only
and  exclusively  in  Pinellas  County,  Florida.

23.     WAIVER  OF  BREACH.  The   waiver   by   a   party   of  a breach of any
        ------------------
condition  of  this  Agreement  by  the  other party shall not be construed as a
waiver  by  such  party  of  any  subsequent  breach  by  the  other  party.

                                       35
<PAGE>

24.     ASSIGNMENT.  This  Agreement  may not be assigned by either party hereto
        ----------
without  the  written  consent  of  both  parties.

25.     ENTIRE  AGREEMENT.  This  Agreement  contains  the  entire  agreement of
        -----------------
the  parties.  It  may  be changed only by an agreement in writing signed by the
parties  hereto.

26.     GOVERNING  LAW.  This  Agreement  shall  be  governed  by  and construed
        --------------
and  enforced  in  accordance  with  the  laws  of  the  State  of  Florida.

27.     HEADINGS.   The  headings   in   this   Agreement   are   inserted   for
        --------
convenience of reference only and shall not affect the meaning or interpretation
of  this  Agreement.

28.     COUNTERPARTS.  This  Agreement  may be executed in counterparts, each of
        ------------
which  shall  be deemed an original, but together which shall constitute one and
the  same  instrument.


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


FOR  EMPLOYER:
EMAGISOFT  TECHNOLOGIES,  INC.                      WITNESSES:



     /s/  Peter  VanSon                             /s/  Frank  P.  Rothschild
     ------------------                             --------------------------
Peter  VanSon,  Chief  Financial  Officer

                                                    /s/  William  Egge
                                                    ------------------

FOR  EMPLOYEE:                                      WITNESSES:


     /s/  Kyle  E.  Jones                           /s/  Frank  P. Rothschild
     --------------------                           -------------------------
Kyle  E.  Jones

                                                    /s/  William  Egge
                                                    ------------------


                     ACKNOWLEDGMENT OF EMAGISOFT CORPORATION
                     ---------------------------------------

The  undersigned,  a party to that certain Employment Agreement dated as of July
15,  1999,  between Emagisoft Corporation and Kyle E. Jones ("Prior Agreement"),
acknowledges  and  agrees  that upon execution of this Agreement by Employer and
Employee,  the  Prior  Agreement  shall be cancelled and of no further force and
effect,  and  the  rights  and  obligations  of  the undersigned under the Prior
Agreement  shall  be  deemed  null  and  void.


          FOR  EMAGISOFT  CORPORATION:              /s/  Peter  VanSon
                                                    ------------------
                                                    Peter VanSon,
                                                    Chief Operating Officer

                                       36
<PAGE>



                              EMPLOYMENT AGREEMENT
                              --------------------


THIS EMPLOYMENT AGREEMENT (THIS "AGREEMENT") IS MADE AND ENTERED INTO AS OF THIS
3rd DAY OF January, 2000, BY AND BETWEEN EMAGISOFT TECHNOLOGIES, INC., A FLORIDA
---
CORPORATION  (HEREINAFTER  REFERRED  TO  AS  "EMPLOYER"),  AND  PETER  VANSON
(HEREINAFTER  REFERRED  TO  AS  "EMPLOYEE").

                         W  I  T  N  E  S  S  E  T  H  :
                         -  -  -  -  -  -  -  -  -  -

     WHEREAS,  the  continued availability of Employee's services is regarded by
Employer as vitally important to its continued corporate growth and success, and
Employee  desires  to formalize his employment with Employer and to maximize the
security  of  his  position.

NOW  THEREFORE,  in  consideration  of  such  employment  and  the  premises and
covenants  hereinafter  set  forth,  the  parties  hereto  agree  as  follows:

1.     EMPLOYMENT.  Employer  hereby  agrees  to  employ  Employee  and Employee
       ----------
hereby  accepts  such  employment, upon the terms and conditions hereinafter set
forth.

2.     TERM.  Subject to the provisions for termination as hereinafter provided,
       ----
the  term of this Agreement shall be TWO (2) YEARS and shall commence on JANUARY
                                                                         -------
3RD,  2000,  and  terminate  on  JANUARY  3RD,  2002.  This  Agreement  shall be
---                              ------------
automatically  renewed  for  additional  one  (1) year terms unless either party
gives  the  other  notice  to  terminate this Agreement at least sixty (60) days
prior  to  the  expiration of the initial term or any one (1) year renewal term.

3.     COMPENSATION.   Employer   shall  pay  Employee  an   annual   salary  of
       ------------
SEVENTY-EIGHT  THOUSAND  DOLLARS  ($78,000.00),  payable  in   accordance   with
----------------------------------------------
Employer's  normal  policies  but  in  no  event  less  often than biweekly (the
"Salary").  Employer  shall  increase  the  Salary payable to Employee each year
upon  the  anniversary of Employee's commencement of employment in an amount not
less  than  five percent (5%) of the salary payable to Employee for the previous
year.

4.     EMPLOYEE  BENEFITS.  Employee shall be entitled to receive or participate
       ------------------
in all benefit plans and programs of Employer and the Company currently existing
or  hereafter  made  available to executives or senior management of Employer or
any  subsidiary  corporations  of  Employer, including Emagisoft Corporation and
Interactive  Media  Solutions,  Inc.  (the  "Subsidiaries"),  including  but not
limited  to,  pension  and  profit  sharing plan, 401(k) plan, incentive savings
plan, stock option plan, group life insurance, dental, hospitalization, surgical
and  medical  coverage,  salary continuation plan, disability coverage and other
fringe  benefits.

5.     MEDICAL  AND  DENTAL  INSURANCE.  During  the  term  of  this  Agreement,
       -------------------------------
Employer  shall  maintain in full force and effect, at sole cost to Employer, an
all-inclusive  policy  of  medical  and  dental  insurance covering Employee and
dependents  of Employee, which policy provides substantially the same limits and
coverage's  of  Employer's  medical  and  dental insurance provided to executive
officers  or  senior  management  of  Employer  or  any  of  its  Subsidiaries.

6.     BUSINESS  EXPENSES.  Employee  shall be provided with credit cards issued
       ------------------
in  the  name  of  Employer  or  the  Company,  either  American  Express  or
Visa/MasterCard,  for  business travel, entertainment, lodging and the like, and
Employee  shall  be entitled to receive proper reimbursement for all reasonable,
out-of-pocket  expenses  incurred  directly  by  Employee in performing services
hereunder.  Employer  shall  reimburse  Employee  for such expenses on a monthly
basis,  upon  submission  by Employee of appropriate receipts, vouchers or other
documents  in  accordance  with  Employer's  policy.

7.     AUTOMOBILE  EXPENSES.  Employer shall provide Employee with an automobile
       --------------------
allowance  to  be  determined  by the Board of Directors of at least $250.00 per
                                                                     -------
month,  for  payment  of  expenses  relating to Employee's operation and use (to
include  parking) of an automobile in the course of performing duties under this
Agreement.

                                       37
<PAGE>

8.     PORTABLE  CELLULAR  TELEPHONE AND PAGER.  Employer shall provide Employee
       ---------------------------------------
with  an  allowance  to  be  determined  by  the  Board of Directors of at least
$100.00,  for  payment of all costs and expenses incurred in connection with the
operation  and  use  of  a  portable  cellular telephone and/or nationwide alpha
pager,  including,  but not limited to, monthly service charges and maintenance.

9.     STOCK  OPTIONS.  Employee  shall be granted options to purchase shares of
       --------------
Common  Stock  of  Employer, par value of $0.0001 per share (the "Common Stock")
under  the  following  terms  and  conditions:

(a)     Employee  shall  receive  an  option  to purchase up to 50,000 shares of
                                                                ------
Employer's  Common  Stock  at  a price of $1.50 per share upon execution of this
                                          -----
Agreement.

(b)     Employee  shall  receive:  (i) an option to purchase up to 50,000 shares
                                                                   ------
of Common Stock exercisable at a price of $1.75 per share at such time as annual
                                          -----
gross  revenues  of Employer and Subsidiaries reach $1,500,000, and (ii) options
                                                    ----------
to  purchase  up to an additional 50,000 shares of Common Stock exercisable at a
                                  ------
price  of $1.75 per share for every additional increase in annual gross revenues
          -----
of  Employer  and  Subsidiaries  of $1,500,000 for the earlier of the first five
                                    ----------
years  hereunder  or until Employer and Subsidiaries reach $15,000,000 in annual
                                                           -----------
gross  revenues.

(c)     Employee shall receive longevity options to purchase up to 50,000 shares
                                                                   ------
of  Common  Stock  per  year  of  employment exercisable at a price of $2.00 per
                                                                       -----
share.  The  employment  of Employee with any Subsidiaries prior to execution of
this  Agreement  shall  be  considered  as  employment  hereunder in determining
Employee's  entitlement  to  said  longevity  options.

(d)     Employee  shall  receive  an  option  to purchase up to 50,000 shares of
                                                                ------
Common  Stock exercisable at a price of $2.00 per share in the event, within two
                                        -----
(2)  years  of  Employee's employment hereunder, all or substantially all of the
business  or  assets  of  Employer  or  Subsidiaries is sold to a third party or
Employer  merges  with  or  is  acquired  by  another  entity.

10.     DUTIES.  Employer   shall   employ   Employee   in   the   capacity   of
        ------
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER to perform such services as
----------------------------------------------------
are  customarily  associated  with  such  position,  subject to the supervision,
direction  and  any policies and procedures established from time to time by the
Board  of  Directors  of Employer.  Employee may also be employed in the same or
similar  capacities  with  Subsidiaries.

11.     EXTENT OF SERVICES.  Employee  shall  devote  such  time,  attention and
        ------------------
energy  as is reasonably necessary for Employee to faithfully perform his duties
under this Agreement.  Employee may engage in other business activities which do
not  conflict  with  the  business  of  Employer.

12.     VACATION  &  SICK LEAVE.  Employee  shall  be  entitled  each  year to a
        -----------------------
vacation  of  three (3) weeks, during which time Employee's compensation will be
paid in full.  Unused days of vacation will accumulate and accrue over to future
years.  In  addition,  Employee  shall  have  such  other  days  off as shall be
determined  by  Employer  and  shall  be  entitled  to  paid sick leave and paid
holidays  in  accordance  with Employer's policy as established by Employer from
time  to  time.

13.     INCAPACITY  OR  DISABILITY.  In  the  event  Employee  shall  become  so
        --------------------------
incapacitated  by reason of accident, illness, or other disability that Employee
is  unable  to carry on substantially all of the normal duties of Employee under
this  Agreement  for a continuous period of ninety (90) days, this Agreement may
be  terminated  at  Employer's  option, at which time Employee shall continue to
receive  Employee's Salary, at the rate then in effect, for a period of four (4)
months from the date on which Employee became incapacitated or disabled.  If two
(2)  or more periods of Employee's incapacity or disability are not separated by
a  return to full-time work for at least five (5) consecutive working days, then
such  periods  of  disability  shall  be  considered  one  continuous  period of
incapacity  or  disability.

                                       38
<PAGE>

14.     DEATH.  In  the  event  Employee dies during the term of this Agreement,
        -----
this  Agreement shall be terminated and Employer shall pay to Employee's estate,
within thirty (30) days of Employee's death, an amount equal to thirty-three and
one-third  percent (33%) of Employee's Salary at the rate then in effect.  Other
death  benefits will be determined in accordance with the terms of Employer's or
the  Company's  benefit  plans  and  programs.

15.     TERMINATION;  COMPENSATION  TO  EMPLOYEE UPON TERMINATION.  In the event
        ---------------------------------------------------------
Employer  terminates this Agreement for any reason other than in accordance with
Section  2  above  or  for  "Cause"  as  hereinafter  defined, or the disability
(Section  13)  or  death  (Section  14)  of  Employee,  or in the event Employee
terminates  this  Agreement  for  any  of  the  following  reasons:

(a)     Employer fails to pay Employee any installment of Salary, in whole or in
part,  when such installment becomes due and payable, and such failure continues
for  more  than  ten  (10)  days,  or

(b)     Employer  breaches  any  term, covenant or obligation in this Agreement,
which  breach  has continued more than thirty (30) days after Employee has given
Employer  notice  specifying  such  breach,  or

(e)     Employer  liquidates,  dissolves  or  files a petition in bankruptcy, or

(f)     Employer sells all or substantially all of the business or assets of the
Company  or  Employer to a third party or Employer merges with or is acquired by
another  company,

then,  in  such  case, Employee shall be entitled to be paid by Employer, within
sixty  (60)  days  of  such termination, an amount equal to the aggregate of all
compensation earned by Employee or to which Employee was or would be entitled to
receive,  including Salary, for the year in which such employment was terminated
and  for  the  succeeding year.  In the event Employee terminates this Agreement
for  any of the foregoing reasons, the provisions of Sections 16 and 17 shall be
of  no  force  and  effect.

     Nothing  herein  shall prevent Employer from terminating this Agreement and
Employee's  employment  hereunder  for  "Cause."  "Cause"  shall  mean:  (a)
Employee's  conviction  of  a  felony under any federal or state law, or (b) the
commission  or  participation  of  Employee  in  an  injurious  act  of  fraud,
misrepresentation,  embezzlement  or  dishonesty  against  Employer,  or  (c)
Employee's substantial neglect of his duties hereunder, or (d) Employee's breach
of any term, covenant or obligation in this Agreement.  This Agreement shall not
be  deemed  to  have been terminated for Cause unless and until there shall have
been  delivered  to  Employee  a  notice  of termination specifying which act or
omission  to  act  of  Employee  constitutes  Cause,  including  the particulars
therefor,  and  Employee,  within  thirty  (30)  days of receipt of such notice,
either:  (i)  cures  such  act  or  omission  to act, or (ii) provides notice to
Employer  that  he  disputes  such  termination.  In the event Employee provides
timely notice to Employer that he challenges such termination, the dispute shall
then be submitted to an arbitrator agreed upon by Employer and Employee.  If the
parties  cannot  agree  upon an arbitrator, they shall each select an arbitrator
and  the  arbitrators  so  selected  shall choose a third arbitrator to hear the
dispute.  The  decision  of the arbitrator(s) shall be binding upon Employer and
Employee.  During  the  pendency  of any dispute, Employer shall continue to pay
salary  to  Employee, at the rate then in effect, and Employee shall continue to
perform  his duties under this Agreement.  In the event Employee fails to either
timely  cure  the  act  or  omission  to  act or provide notice to Employer of a
dispute  thereof,  this  Agreement  shall  be considered terminated and Employer
shall  have  no  further  obligation  to pay compensation to Employee hereunder,
except  for payment of any compensation accrued through the date of termination.
All  such  accrued  compensation  shall be paid to Employee in a lump sum on the
date  of  termination.

16.     NON-DISCLOSURE   OF   CONFIDENTIAL   INFORMATION.   Employee  recognizes
        ------------------------------------------------
and acknowledges that trade secrets and proprietary information and processes of
Employer  and  Subsidiaries,  as they may exist from time to time, are valuable,
special,  and unique assets of the business of Employer and Subsidiaries, access
to  and knowledge of which are essential to the performance of Employee's duties
hereunder.  Employee  shall  not, during or after the term of this Agreement, in
whole or in part, disclose such secrets, information or processes including, but
not limited to, names of customers and potential customers, names, locations and
other  identifying  information concerning vendors and suppliers of Employer and
Subsidiaries,  prospective  and  current business transactions and arrangements,
electronic  processing,  electronic  data  processing,  work  processing  and/or
computer  programs, runs and other electronic products and records, price lists,
training  materials,  business  methods,  procedures  and  forms of Employer and
Subsidiaries,  and  advertising  and  promotional  materials and sources, to any
person, firm, corporation, association or other entity for any reason or purpose
whatsoever,  nor  shall  Employee  make  use  of  any  such property for his own
purposes  or  for  the  benefit of any person, firm, corporation or other entity
(except  Employer  and Subsidiaries) under any circumstances during or after the
term  of  this  Agreement;  provided that after the term of this Agreement these
restrictions  shall  not  apply to such secrets, information and processes which
are  then  in  the  public  domain  (provided that Employee was not responsible,
directly  or indirectly, for such secrets, information or processes entering the
public  domain  without  Employer's  consent).  Employee  agrees  to  hold  as
Employer's  property  all  memoranda,  books,  papers,  letters, computer disks,
customer  lists,  price lists, advertising and promotional materials, contracts,
and other data, and all copies thereof and therefrom, in any way relating to the
business  and  affairs  of  Employer  and  Subsidiaries,  whether made by him or
otherwise coming into his possession, and on demand of Employer, at any time, to
deliver  the  same  to  Employer.

                                       39
<PAGE>

17.     COVENANT NOT TO COMPETE.  During the term hereof and for a period of one
        -----------------------
(1)  year thereafter in the event Employee's employment is terminated for Cause,
Employee  shall not within a radius of one hundred (100) miles of any geographic
area  within which Employer or any of its Subsidiaries has an office, enter into
or engage in any business in competition with the business of Employer or any of
its  Subsidiaries,  as  it  now  exists or may exist in the future, either as an
individual  on  his  own  account,  or as a partner, or joint venturer, or as an
officer,  director  or stockholder of a corporation, or otherwise.  It is agreed
by  the  parties  hereto  that if any portion of this covenant not to compete is
held to be unreasonable, arbitrary or against public policy, the covenant herein
shall  be  considered  divisible both as to time and geographical area, and each
month  of  the  specified  period shall be deemed a separate period of time, and
each  county  or  parish  of each State in the United States of America shall be
deemed  a  separate  geographical  area,  so  that  the lesser period of time or
geographical  area  shall  remain  effective  so  long  as  the  same  is  not
unreasonable,  arbitrary,  or  against  public policy.  The parties hereto agree
that,  in  the  event  any  court  determines  the  specified time period or the
specified  geographical  area  to  be unreasonable, arbitrary, or against public
policy,  a  lesser  time  period  or geographical area which is determined to be
reasonable,  non-arbitrary and not against public policy may be enforced against
Employee.

18.     REMEDIES.  If  there  is a breach or threatened breach of the provisions
        --------
of  Sections  16  or  17  of  this  Agreement,  Employer shall be entitled to an
injunction  restraining  Employee  from  such  breach.  Nothing  herein shall be
construed  as  prohibiting  Employer  from  pursuing any other remedies for such
breach  or  threatened  breach.

19.     PRIOR  EMPLOYMENT  AGREEMENT.  Employee  and  Employer's  subsidiary,
        ----------------------------
Emagisoft  Corporation  f/k/a  Net Advantage, Inc., are parties to an Employment
Agreement  dated  as  of July 15, 1999 ("Prior Agreement").  It is intended that
this  Agreement  shall  supersede  and  replace  the  Prior  Agreement, and upon
execution  of  this  Agreement  the Prior Agreement shall be cancelled and of no
further force and effect and the rights and obligations of the parties under the
Prior  Agreement shall be deemed null and void.  Employee understands and agrees
that  any  option  to  purchase  shares  of  common stock or other securities of
Emagisoft  Corporation,  which has been granted to or received by Employee under
the  Prior  Agreement,  shall  be  cancelled  and  considered  null  and  void.

20.     NOTICES.  Any  notice  required  or  permitted  to  be  given under this
        -------
Agreement  shall  be  sufficient  if  in  writing  and  if  sent by certified or
registered  mail,  return  receipt  requested,  to  the parties at the following
addresses:

     In  the  case  of  Employer:               405 Central Avenue, Second Floor
                                                --------------------------------
                                                St.  Petersburg,  FL  33701
                                                ---------------------------
                                                Attention:  Kyle E. Jones
                                                -------------------------


     In  the  case  of  Employee:               4661  Laurel  Oak  Lane  N.E.
                                                -----------------------------
                                                St.  Petersburg,  FL  33703
                                                ---------------------------

or  at  such  other  place  as  the  parties  may  later  designate.

21.     ATTORNEY'S  FEES.  Should   Employer   or   Employee   institute   legal
        ----------------
action,  whether  at  law  or in equity, to enforce any provision hereunder, the
prevailing party shall be entitled to receive from the other party all costs and
reasonable  attorney's  fees,  including, but not limited to, fees for trial and
appeals  or  other  legal  proceedings.

22.     CONSENT  TO  JURISDICTION AND VENUE.   The  parties  hereby  consent  to
        -----------------------------------
personal  jurisdiction and venue, for any action brought by Employer or Employee
arising  out  of  a  breach  or threatened breach of this Agreement, in Pinellas
County, Florida.  The parties agree that any action arising under this Agreement
or  out  of the relationship established by this Agreement shall be brought only
and  exclusively  in  Pinellas  County,  Florida.

23.     WAIVER  OF  BREACH.   The   waiver  by  a  party  of  a  breach  of  any
        ------------------
condition  of  this  Agreement  by  the  other party shall not be construed as a
waiver  by  such  party  of  any  subsequent  breach  by  the  other  party.

                                       40
<PAGE>

24.     ASSIGNMENT.  This  Agreement  may not be assigned by either party hereto
        ----------
without  the  written  consent  of  both  parties.

25.     ENTIRE  AGREEMENT.  This  Agreement  contains  the  entire  agreement of
        -----------------
the  parties.  It  may  be changed only by an agreement in writing signed by the
parties  hereto.

26.     GOVERNING  LAW.  This  Agreement  shall  be  governed  by  and construed
        --------------
and  enforced  in  accordance  with  the  laws  of  the  State  of  Florida.

27.     HEADINGS.  The   headings   in   this   Agreement   are   inserted   for
        --------
convenience of reference only and shall not affect the meaning or interpretation
of  this  Agreement.

28.     COUNTERPARTS.  This  Agreement  may be executed in counterparts, each of
        ------------
which  shall  be deemed an original, but together which shall constitute one and
the  same  instrument.


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


FOR  EMPLOYER:
EMAGISOFT  TECHNOLOGIES,  INC.               WITNESSES:



     /s/  Kyle  E.  Jones                              /s/  Frank  P. Rothschild
     --------------------                              -------------------------
Kyle  E.  Jones,  President

                                                       /s/  David  T.  Hollis
                                                       ----------------------


FOR  EMPLOYEE:                               WITNESSES:


     /s/  Peter  VanSon                                /s/  Frank  P. Rothschild
     ------------------                                -------------------------
Peter  VanSon

                                                       /s/  David  T.  Hollis
                                                       ----------------------


                     ACKNOWLEDGMENT OF EMAGISOFT CORPORATION
                     ---------------------------------------

The  undersigned,  a party to that certain Employment Agreement dated as of July
15,  1999,  between  Emagisoft Corporation and Peter VanSon ("Prior Agreement"),
acknowledges  and  agrees  that upon execution of this Agreement by Employer and
Employee,  the  Prior  Agreement  shall be cancelled and of no further force and
effect,  and  the  rights  and  obligations  of  the undersigned under the Prior
Agreement  shall  be  deemed  null  and  void.


          FOR  EMAGISOFT  CORPORATION:          /s/  Kyle  E.  Jones
                                                --------------------
                                                Kyle  E.  Jones,  President


                                       41
<PAGE>

                              EMPLOYMENT AGREEMENT
                              --------------------


THIS EMPLOYMENT AGREEMENT (THIS "AGREEMENT") IS MADE AND ENTERED INTO AS OF THIS
3rd DAY OF January, 2000, BY AND BETWEEN EMAGISOFT TECHNOLOGIES, INC., A FLORIDA
---
CORPORATION  (HEREINAFTER  REFERRED  TO  AS  "EMPLOYER"), AND WILLIAM H. EGGE IV
(HEREINAFTER  REFERRED  TO  AS  "EMPLOYEE").

                         W  I  T  N  E  S  S  E  T  H  :
                         -  -  -  -  -  -  -  -  -  -

     WHEREAS,  the  continued availability of Employee's services is regarded by
Employer as vitally important to its continued corporate growth and success, and
Employee  desires  to formalize his employment with Employer and to maximize the
security  of  his  position.

NOW  THEREFORE,  in  consideration  of  such  employment  and  the  premises and
covenants  hereinafter  set  forth,  the  parties  hereto  agree  as  follows:

1.     EMPLOYMENT.  Employer  hereby  agrees  to  employ  Employee  and Employee
       ----------
hereby  accepts  such  employment, upon the terms and conditions hereinafter set
forth.

2.     TERM.  Subject to the provisions for termination as hereinafter provided,
       ----
the  term of this Agreement shall be TWO (2) YEARS and shall commence on JANUARY
                                                                         -------
3RD,  2000,  and  terminate  on  JANUARY  3RD,  2002.  This  Agreement  shall be
---                              ------------
automatically  renewed  for  additional  one  (1) year terms unless either party
gives  the  other  notice  to  terminate this Agreement at least sixty (60) days
prior  to  the  expiration of the initial term or any one (1) year renewal term.

3.     COMPENSATION.  Employer   shall   pay   Employee   an  annual  salary  of
       ------------
SEVENTY-EIGHT  THOUSAND  DOLLARS  ($78,000.00),   payable   in  accordance  with
----------------------------------------------
Employer's  normal  policies  but  in  no  event  less  often than biweekly (the
"Salary").  Employer  shall  increase  the  Salary payable to Employee each year
upon  the  anniversary of Employee's commencement of employment in an amount not
less  than  five percent (5%) of the salary payable to Employee for the previous
year.

4.     EMPLOYEE  BENEFITS.  Employee shall be entitled to receive or participate
       ------------------
in all benefit plans and programs of Employer and the Company currently existing
or  hereafter  made  available to executives or senior management of Employer or
any  subsidiary  corporations  of  Employer, including Emagisoft Corporation and
Interactive  Media  Solutions,  Inc.  (the  "Subsidiaries"),  including  but not
limited  to,  pension  and  profit  sharing plan, 401(k) plan, incentive savings
plan, stock option plan, group life insurance, dental, hospitalization, surgical
and  medical  coverage,  salary continuation plan, disability coverage and other
fringe  benefits.

5.     MEDICAL  AND  DENTAL  INSURANCE.  During  the  term  of  this  Agreement,
       -------------------------------
Employer  shall  maintain in full force and effect, at sole cost to Employer, an
all-inclusive  policy  of  medical  and  dental  insurance covering Employee and
dependents  of Employee, which policy provides substantially the same limits and
coverage's  of  Employer's  medical  and  dental insurance provided to executive
officers  or  senior  management  of  Employer  or  any  of  its  Subsidiaries.

6.     BUSINESS  EXPENSES.  Employee  is authorized to incur reasonable expenses
       ------------------
as  determined by the Board of Directors on behalf of Employer in performing his
duties,  including expenses for general administration of the Employer's office,
travel,  transportation,  entertainment, gifts and similar items, which expenses
shall  be  paid  by  Employer.

7.     STOCK  OPTIONS.  Employee  shall be granted options to purchase shares of
       --------------
Common  Stock  of  Employer, par value of $0.0001 per share (the "Common Stock")
under  the  following  terms  and  conditions:

(a)     Employee  shall  receive  an  option  to purchase up to 50,000 shares of
                                                                ------
Employer's  Common  Stock  at  a price of $1.50 per share upon execution of this
                                          -----
Agreement.

(b)     Employee  shall  receive:  (i) an option to purchase up to 50,000 shares
                                                                   ------
of Common Stock exercisable at a price of $1.75 per share at such time as annual
                                          -----
gross  revenues  of Employer and Subsidiaries reach $1,500,000, and (ii) options
                                                    ----------
to  purchase  up to an additional 50,000 shares of Common Stock exercisable at a
                                  ------
price  of $1.75 per share for every additional increase in annual gross revenues
          -----
of  Employer  and  Subsidiaries  of $1,500,000 for the earlier of the first five
                                    ----------
years  hereunder  or until Employer and Subsidiaries reach $15,000,000 in annual
                                                           -----------
gross  revenues.

                                       42
<PAGE>

(c)     Employee shall receive longevity options to purchase up to 50,000 shares
                                                                   ------
of  Common  Stock  per  year  of  employment exercisable at a price of $2.00 per
                                                                       -----
share.  The  employment  of Employee with any Subsidiaries prior to execution of
this  Agreement  shall  be  considered  as  employment  hereunder in determining
Employee's  entitlement  to  said  longevity  options.

(d)     Employee  shall  receive  an  option  to purchase up to 50,000 shares of
                                                                ------
Common  Stock exercisable at a price of $2.00 per share in the event, within two
                                        -----
(2)  years  of  Employee's employment hereunder, all or substantially all of the
business  or  assets  of  Employer  or  Subsidiaries is sold to a third party or
Employer  merges  with  or  is  acquired  by  another  entity.

8.     DUTIES.  Employer  shall  employ  Employee  in  the capacity of EXECUTIVE
       ------                                                          ---------
VICE  PRESIDENT  -  SOFTWARE  DEVELOPMENT  to  perform   such  services  as  are
-----------------------------------------
customarily associated with such position, subject to the supervision, direction
and  any  policies  and procedures established from time to time by the Board of
Directors  of  Employer.  Employee  may  also be employed in the same or similar
capacities  with  Subsidiaries.

9.     EXTENT  OF SERVICES.  Employee  shall  devote  such  time,  attention and
       -------------------
energy  as is reasonably necessary for Employee to faithfully perform his duties
under this Agreement.  Employee may engage in other business activities which do
not  conflict  with  the  business  of  Employer.

10.     VACATION  &  SICK LEAVE.  Employee  shall  be  entitled  each  year to a
        -----------------------
vacation  of  three (3) weeks, during which time Employee's compensation will be
paid in full.  Unused days of vacation will accumulate and accrue over to future
years.  In  addition,  Employee  shall  have  such  other  days  off as shall be
determined  by  Employer  and  shall  be  entitled  to  paid sick leave and paid
holidays  in  accordance  with Employer's policy as established by Employer from
time  to  time.

11.     INCAPACITY  OR  DISABILITY.  In  the  event  Employee  shall  become  so
        --------------------------
incapacitated  by reason of accident, illness, or other disability that Employee
is  unable  to carry on substantially all of the normal duties of Employee under
this  Agreement  for a continuous period of ninety (90) days, this Agreement may
be  terminated  at  Employer's  option, at which time Employee shall continue to
receive  Employee's Salary, at the rate then in effect, for a period of four (4)
months from the date on which Employee became incapacitated or disabled.  If two
(2)  or more periods of Employee's incapacity or disability are not separated by
a  return to full-time work for at least five (5) consecutive working days, then
such  periods  of  disability  shall  be  considered  one  continuous  period of
incapacity  or  disability.

12.     DEATH.  In  the  event  Employee dies during the term of this Agreement,
        -----
this  Agreement shall be terminated and Employer shall pay to Employee's estate,
within thirty (30) days of Employee's death, an amount equal to thirty-three and
one-third  percent (33%) of Employee's Salary at the rate then in effect.  Other
death  benefits will be determined in accordance with the terms of Employer's or
the  Company's  benefit  plans  and  programs.

13.     TERMINATION;  COMPENSATION  TO  EMPLOYEE UPON TERMINATION.  In the event
        ---------------------------------------------------------
Employer  terminates this Agreement for any reason other than in accordance with
Section  2  above  or  for  "Cause"  as  hereinafter  defined, or the disability
(Section  13)  or  death  (Section  14)  of  Employee,  or in the event Employee
terminates  this  Agreement  for  any  of  the  following  reasons:

(a)     Employer fails to pay Employee any installment of Salary, in whole or in
part,  when such installment becomes due and payable, and such failure continues
for  more  than  ten  (10)  days,  or

(b)     Employer  breaches  any  term, covenant or obligation in this Agreement,
which  breach  has continued more than thirty (30) days after Employee has given
Employer  notice  specifying  such  breach,  or

(g)     Employer  liquidates,  dissolves  or  files a petition in bankruptcy, or

                                       43
<PAGE>

(h)     Employer sells all or substantially all of the business or assets of the
Company  or  Employer to a third party or Employer merges with or is acquired by
another  company,

then,  in  such  case, Employee shall be entitled to be paid by Employer, within
sixty  (60)  days  of  such termination, an amount equal to the aggregate of all
compensation earned by Employee or to which Employee was or would be entitled to
receive,  including Salary, for the year in which such employment was terminated
and  for  the  succeeding year.  In the event Employee terminates this Agreement
for  any of the foregoing reasons, the provisions of Sections 16 and 17 shall be
of  no  force  and  effect.

     Nothing  herein  shall prevent Employer from terminating this Agreement and
Employee's  employment  hereunder  for  "Cause."  "Cause"  shall  mean:  (a)
Employee's  conviction  of  a  felony under any federal or state law, or (b) the
commission  or  participation  of  Employee  in  an  injurious  act  of  fraud,
misrepresentation,  embezzlement  or  dishonesty  against  Employer,  or  (c)
Employee's substantial neglect of his duties hereunder, or (d) Employee's breach
of any term, covenant or obligation in this Agreement.  This Agreement shall not
be  deemed  to  have been terminated for Cause unless and until there shall have
been  delivered  to  Employee  a  notice  of termination specifying which act or
omission  to  act  of  Employee  constitutes  Cause,  including  the particulars
therefor,  and  Employee,  within  thirty  (30)  days of receipt of such notice,
either:  (i)  cures  such  act  or  omission  to act, or (ii) provides notice to
Employer  that  he  disputes  such  termination.  In the event Employee provides
timely notice to Employer that he challenges such termination, the dispute shall
then be submitted to an arbitrator agreed upon by Employer and Employee.  If the
parties  cannot  agree  upon an arbitrator, they shall each select an arbitrator
and  the  arbitrators  so  selected  shall choose a third arbitrator to hear the
dispute.  The  decision  of the arbitrator(s) shall be binding upon Employer and
Employee.  During  the  pendency  of any dispute, Employer shall continue to pay
salary  to  Employee, at the rate then in effect, and Employee shall continue to
perform  his duties under this Agreement.  In the event Employee fails to either
timely  cure  the  act  or  omission  to  act or provide notice to Employer of a
dispute  thereof,  this  Agreement  shall  be considered terminated and Employer
shall  have  no  further  obligation  to pay compensation to Employee hereunder,
except  for payment of any compensation accrued through the date of termination.
All  such  accrued  compensation  shall be paid to Employee in a lump sum on the
date  of  termination.

14.     NON-DISCLOSURE  OF  CONFIDENTIAL  INFORMATION.   Employee     recognizes
        ---------------------------------------------
and acknowledges that trade secrets and proprietary information and processes of
Employer  and  Subsidiaries,  as they may exist from time to time, are valuable,
special,  and unique assets of the business of Employer and Subsidiaries, access
to  and knowledge of which are essential to the performance of Employee's duties
hereunder.  Employee  shall  not, during or after the term of this Agreement, in
whole or in part, disclose such secrets, information or processes including, but
not limited to, names of customers and potential customers, names, locations and
other  identifying  information concerning vendors and suppliers of Employer and
Subsidiaries,  prospective  and  current business transactions and arrangements,
electronic  processing,  electronic  data  processing,  work  processing  and/or
computer  programs, runs and other electronic products and records, price lists,
training  materials,  business  methods,  procedures  and  forms of Employer and
Subsidiaries,  and  advertising  and  promotional  materials and sources, to any
person, firm, corporation, association or other entity for any reason or purpose
whatsoever,  nor  shall  Employee  make  use  of  any  such property for his own
purposes  or  for  the  benefit of any person, firm, corporation or other entity
(except  Employer  and Subsidiaries) under any circumstances during or after the
term  of  this  Agreement;  provided that after the term of this Agreement these
restrictions  shall  not  apply to such secrets, information and processes which
are  then  in  the  public  domain  (provided that Employee was not responsible,
directly  or indirectly, for such secrets, information or processes entering the
public  domain  without  Employer's  consent).  Employee  agrees  to  hold  as
Employer's  property  all  memoranda,  books,  papers,  letters, computer disks,
customer  lists,  price lists, advertising and promotional materials, contracts,
and other data, and all copies thereof and therefrom, in any way relating to the
business  and  affairs  of  Employer  and  Subsidiaries,  whether made by him or
otherwise coming into his possession, and on demand of Employer, at any time, to
deliver  the  same  to  Employer.

15.     COVENANT NOT TO COMPETE.  During the term hereof and for a period of one
        -----------------------
(1)  year thereafter in the event Employee's employment is terminated for Cause,
Employee  shall not within a radius of one hundred (100) miles of any geographic
area  within which Employer or any of its Subsidiaries has an office, enter into
or engage in any business in competition with the business of Employer or any of
its  Subsidiaries,  as  it  now  exists or may exist in the future, either as an
individual  on  his  own  account,  or as a partner, or joint venturer, or as an
officer,  director  or stockholder of a corporation, or otherwise.  It is agreed
by  the  parties  hereto  that if any portion of this covenant not to compete is
held to be unreasonable, arbitrary or against public policy, the covenant herein
shall  be  considered  divisible both as to time and geographical area, and each
month  of  the  specified  period shall be deemed a separate period of time, and
each  county  or  parish  of each State in the United States of America shall be
deemed  a  separate  geographical  area,  so  that  the lesser period of time or
geographical  area  shall  remain  effective  so  long  as  the  same  is  not
unreasonable,  arbitrary,  or  against  public policy.  The parties hereto agree
that,  in  the  event  any  court  determines  the  specified time period or the
specified  geographical  area  to  be unreasonable, arbitrary, or against public
policy,  a  lesser  time  period  or geographical area which is determined to be
reasonable,  non-arbitrary and not against public policy may be enforced against
Employee.

                                       44
<PAGE>

16.     REMEDIES.  If  there  is a breach or threatened breach of the provisions
        --------
of  Sections  16  or  17  of  this  Agreement,  Employer shall be entitled to an
injunction  restraining  Employee  from  such  breach.  Nothing  herein shall be
construed  as  prohibiting  Employer  from  pursuing any other remedies for such
breach  or  threatened  breach.

17.     PRIOR  EMPLOYMENT  AGREEMENT.  Employee  and  Employer's  subsidiary,
        ----------------------------
Emagisoft  Corporation  f/k/a  Net Advantage, Inc., are parties to an Employment
Agreement  dated  as  of July 15, 1999 ("Prior Agreement").  It is intended that
this  Agreement  shall  supersede  and  replace  the  Prior  Agreement, and upon
execution  of  this  Agreement  the Prior Agreement shall be cancelled and of no
further force and effect and the rights and obligations of the parties under the
Prior  Agreement shall be deemed null and void.  Employee understands and agrees
that  any  option  to  purchase  shares  of  common stock or other securities of
Emagisoft  Corporation,  which has been granted to or received by Employee under
the  Prior  Agreement,  shall  be  cancelled  and  considered  null  and  void.

18.     NOTICES.  Any  notice  required  or  permitted  to  be  given under this
        -------
Agreement  shall  be  sufficient  if  in  writing  and  if  sent by certified or
registered  mail,  return  receipt  requested,  to  the parties at the following
addresses:

     In  the  case  of  Employer:               405 Central Avenue, Second Floor
                                                --------------------------------
                                                St.  Petersburg,  FL  33701
                                                ---------------------------
                                                Attention:  Kyle E. Jones
                                                -------------------------

     In  the  case  of  Employee:               11555  Tradewinds  Blvd.
                                                ------------------------
                                                Largo,  FL  33773
                                                -----------------

or  at  such  other  place  as  the  parties  may  later  designate.

19.     ATTORNEY'S  FEES.   Should   Employer  or   Employee   institute   legal
        ----------------
action,  whether  at  law  or in equity, to enforce any provision hereunder, the
prevailing party shall be entitled to receive from the other party all costs and
reasonable  attorney's  fees,  including, but not limited to, fees for trial and
appeals  or  other  legal  proceedings.

20.     CONSENT  TO  JURISDICTION AND VENUE.   The  parties  hereby  consent  to
        -----------------------------------
personal  jurisdiction and venue, for any action brought by Employer or Employee
arising  out  of  a  breach  or threatened breach of this Agreement, in Pinellas
County, Florida.  The parties agree that any action arising under this Agreement
or  out  of the relationship established by this Agreement shall be brought only
and  exclusively  in  Pinellas  County,  Florida.

21.     WAIVER  OF  BREACH.   The   waiver   by   a   party  of  a breach of any
        ------------------
condition  of  this  Agreement  by  the  other party shall not be construed as a
waiver  by  such  party  of  any  subsequent  breach  by  the  other  party.

22.     ASSIGNMENT.  This  Agreement  may not be assigned by either party hereto
        ----------
without  the  written  consent  of  both  parties.

23.     ENTIRE  AGREEMENT.  This  Agreement  contains  the  entire  agreement of
        -----------------
the  parties.  It  may  be changed only by an agreement in writing signed by the
parties  hereto.

24.     GOVERNING  LAW.  This  Agreement  shall  be  governed  by  and construed
        --------------
and  enforced  in  accordance  with  the  laws  of  the  State  of  Florida.

25.     HEADINGS.  The   headings   in   this   Agreement   are   inserted   for
        --------
convenience of reference only and shall not affect the meaning or interpretation
of  this  Agreement.

                                       45
<PAGE>

26.     COUNTERPARTS.  This  Agreement  may be executed in counterparts, each of
        ------------
which  shall  be deemed an original, but together which shall constitute one and
the  same  instrument.


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


FOR  EMPLOYER:
EMAGISOFT  TECHNOLOGIES,  INC.               WITNESSES:



     /s/  Kyle  E.  Jones                              /s/  Peter  VanSon
     --------------------                              ------------------
Kyle  E.  Jones,  President

                                                       /s/  Frank  P. Rothschild
                                                       -------------------------


FOR  EMPLOYEE:                                WITNESSES:


     /s/  William  Egge                                /s/  Peter  VanSon
     ------------------                                ------------------
William  H.  Egge  IV

                                                       /s/  Frank  P. Rothschild
                                                       -------------------------



                     ACKNOWLEDGMENT OF EMAGISOFT CORPORATION
                     ---------------------------------------

The  undersigned,  a party to that certain Employment Agreement dated as of July
15,  1999,  between  Emagisoft  Corporation  and  William  H.  Egge  IV  ("Prior
Agreement"),  acknowledges  and  agrees that upon execution of this Agreement by
Employer  and Employee, the Prior Agreement shall be cancelled and of no further
force  and  effect,  and the rights and obligations of the undersigned under the
Prior  Agreement  shall  be  deemed  null  and  void.


          FOR  EMAGISOFT  CORPORATION:          /s/  Kyle  E.  Jones
                                                --------------------
                                                Kyle  E.  Jones,  President


                                       46
<PAGE>


                              EMPLOYMENT AGREEMENT
                              --------------------


THIS EMPLOYMENT AGREEMENT (THIS "AGREEMENT") IS MADE AND ENTERED INTO AS OF THIS
3rd DAY OF January, 2000, BY AND BETWEEN EMAGISOFT TECHNOLOGIES, INC., A FLORIDA
---
CORPORATION  (HEREINAFTER  REFERRED  TO  AS  "EMPLOYER"),  AND  DAVID  HOLLIS
(HEREINAFTER  REFERRED  TO  AS  "EMPLOYEE").

                         W  I  T  N  E  S  S  E  T  H  :
                         -  -  -  -  -  -  -  -  -  -

     WHEREAS,  the  continued availability of Employee's services is regarded by
Employer as vitally important to its continued corporate growth and success, and
Employee  desires  to formalize his employment with Employer and to maximize the
security  of  his  position.

NOW  THEREFORE,  in  consideration  of  such  employment  and  the  premises and
covenants  hereinafter  set  forth,  the  parties  hereto  agree  as  follows:

1.     EMPLOYMENT.  Employer  hereby  agrees  to  employ  Employee  and Employee
       ----------
hereby  accepts  such  employment, upon the terms and conditions hereinafter set
forth.

2.     TERM.  Subject to the provisions for termination as hereinafter provided,
       ----
the  term of this Agreement shall be TWO (2) YEARS and shall commence on JANUARY
                                                                         -------
3RD,  2000,  and  terminate  on  JANUARY  3RD,  2002.  This  Agreement  shall be
---                              ------------
automatically  renewed  for  additional  one  (1) year terms unless either party
gives  the  other  notice  to  terminate this Agreement at least sixty (60) days
prior  to  the  expiration of the initial term or any one (1) year renewal term.

3.     COMPENSATION.  Employer  shall  pay   Employee   an   annual   salary  of
       ------------
SEVENTY-EIGHT  THOUSAND  DOLLARS  ($78,000.00),   payable  in  accordance   with
----------------------------------------------
Employer's  normal  policies  but  in  no  event  less  often than biweekly (the
"Salary").  Employer  shall  increase  the  Salary payable to Employee each year
upon  the  anniversary of Employee's commencement of employment in an amount not
less  than  five percent (5%) of the salary payable to Employee for the previous
year.

4.     EMPLOYEE  BENEFITS.  Employee shall be entitled to receive or participate
       ------------------
in all benefit plans and programs of Employer and the Company currently existing
or  hereafter  made  available to executives or senior management of Employer or
any  subsidiary  corporations  of  Employer, including Emagisoft Corporation and
Interactive  Media  Solutions,  Inc.  (the  "Subsidiaries"),  including  but not
limited  to,  pension  and  profit  sharing plan, 401(k) plan, incentive savings
plan, stock option plan, group life insurance, dental, hospitalization, surgical
and  medical  coverage,  salary continuation plan, disability coverage and other
fringe  benefits.

5.     MEDICAL  AND  DENTAL  INSURANCE.  During  the  term  of  this  Agreement,
       -------------------------------
Employer  shall  maintain in full force and effect, at sole cost to Employer, an
all-inclusive  policy  of  medical  and  dental  insurance covering Employee and
dependents  of Employee, which policy provides substantially the same limits and
coverage's  of  Employer's  medical  and  dental insurance provided to executive
officers  or  senior  management  of  Employer  or  any  of  its  Subsidiaries.

6.     BUSINESS  EXPENSES.  Employee  is authorized to incur reasonable expenses
       ------------------
as  determined by the Board of Directors on behalf of Employer in performing his
duties,  including expenses for general administration of the Employer's office,
travel,  transportation,  entertainment, gifts and similar items, which expenses
shall  be  paid  by  Employer.

7.     STOCK  OPTIONS.  Employee  shall be granted options to purchase shares of
       --------------
Common  Stock  of  Employer, par value of $0.0001 per share (the "Common Stock")
under  the  following  terms  and  conditions:

(a)     Employee  shall  receive  an  option  to purchase up to 50,000 shares of
                                                                ------
Employer's  Common  Stock  at  a price of $1.50 per share upon execution of this
                                          -----
Agreement.

                                       47
<PAGE>

(b)     Employee  shall  receive:  (i) an option to purchase up to 50,000 shares
                                                                   ------
of Common Stock exercisable at a price of $1.75 per share at such time as annual
                                          -----
gross  revenues  of Employer and Subsidiaries reach $1,500,000, and (ii) options
                                                    ----------
to  purchase  up to an additional 50,000 shares of Common Stock exercisable at a
                                  ------
price  of $1.75 per share for every additional increase in annual gross revenues
          -----
of  Employer  and  Subsidiaries  of $1,500,000 for the earlier of the first five
                                    ----------
years  hereunder  or until Employer and Subsidiaries reach $15,000,000 in annual
                                                           -----------
gross  revenues.

(c)     Employee shall receive longevity options to purchase up to 50,000 shares
                                                                   ------
of  Common  Stock  per  year  of  employment exercisable at a price of $2.00 per
                                                                       -----
share.  The  employment  of Employee with any Subsidiaries prior to execution of
this  Agreement  shall  be  considered  as  employment  hereunder in determining
Employee's  entitlement  to  said  longevity  options.

(d)     Employee  shall  receive  an  option  to purchase up to 50,000 shares of
                                                                ------
Common  Stock exercisable at a price of $2.00 per share in the event, within two
                                        -----
(2)  years  of  Employee's employment hereunder, all or substantially all of the
business  or  assets  of  Employer  or  Subsidiaries is sold to a third party or
Employer  merges  with  or  is  acquired  by  another  entity.

8.     DUTIES.   Employer  shall  employ  Employee  in  the  capacity  of  CHIEF
       ------                                                              -----
INFORMATION  OFFICER to perform such services as are customarily associated with
--------------------
such  position,  subject  to  the  supervision,  direction  and any policies and
procedures  established from time to time by the Board of Directors of Employer.
Employee  may  also  be  employed  in  the  same  or  similar  capacities  with
Subsidiaries.

9.     EXTENT  OF SERVICES.  Employee  shall  devote  such  time,  attention and
       -------------------
energy  as is reasonably necessary for Employee to faithfully perform his duties
under this Agreement.  Employee may engage in other business activities which do
not  conflict  with  the  business  of  Employer.

10.     VACATION  &  SICK LEAVE.  Employee  shall  be  entitled  each  year to a
        -----------------------
vacation  of  three (3) weeks, during which time Employee's compensation will be
paid in full.  Unused days of vacation will accumulate and accrue over to future
years.  In  addition,  Employee  shall  have  such  other  days  off as shall be
determined  by  Employer  and  shall  be  entitled  to  paid sick leave and paid
holidays  in  accordance  with Employer's policy as established by Employer from
time  to  time.

11.     INCAPACITY  OR  DISABILITY.  In  the  event  Employee  shall  become  so
        --------------------------
incapacitated  by reason of accident, illness, or other disability that Employee
is  unable  to carry on substantially all of the normal duties of Employee under
this  Agreement  for a continuous period of ninety (90) days, this Agreement may
be  terminated  at  Employer's  option, at which time Employee shall continue to
receive  Employee's Salary, at the rate then in effect, for a period of four (4)
months from the date on which Employee became incapacitated or disabled.  If two
(2)  or more periods of Employee's incapacity or disability are not separated by
a  return to full-time work for at least five (5) consecutive working days, then
such  periods  of  disability  shall  be  considered  one  continuous  period of
incapacity  or  disability.

12.     DEATH.  In  the  event  Employee dies during the term of this Agreement,
        -----
this  Agreement shall be terminated and Employer shall pay to Employee's estate,
within thirty (30) days of Employee's death, an amount equal to thirty-three and
one-third  percent (33%) of Employee's Salary at the rate then in effect.  Other
death  benefits will be determined in accordance with the terms of Employer's or
the  Company's  benefit  plans  and  programs.

13.     TERMINATION;  COMPENSATION  TO  EMPLOYEE UPON TERMINATION.  In the event
        ---------------------------------------------------------
Employer  terminates this Agreement for any reason other than in accordance with
Section  2  above  or  for  "Cause"  as  hereinafter  defined, or the disability
(Section  13)  or  death  (Section  14)  of  Employee,  or in the event Employee
terminates  this  Agreement  for  any  of  the  following  reasons:

(a)     Employer fails to pay Employee any installment of Salary, in whole or in
part,  when such installment becomes due and payable, and such failure continues
for  more  than  ten  (10)  days,  or

                                       48
<PAGE>

(b)     Employer  breaches  any  term, covenant or obligation in this Agreement,
which  breach  has continued more than thirty (30) days after Employee has given
Employer  notice  specifying  such  breach,  or

(i)     Employer  liquidates,  dissolves  or  files a petition in bankruptcy, or

(j)     Employer sells all or substantially all of the business or assets of the
Company  or  Employer to a third party or Employer merges with or is acquired by
another  company,

then,  in  such  case, Employee shall be entitled to be paid by Employer, within
sixty  (60)  days  of  such termination, an amount equal to the aggregate of all
compensation earned by Employee or to which Employee was or would be entitled to
receive,  including Salary, for the year in which such employment was terminated
and  for  the  succeeding year.  In the event Employee terminates this Agreement
for  any of the foregoing reasons, the provisions of Sections 16 and 17 shall be
of  no  force  and  effect.

     Nothing  herein  shall prevent Employer from terminating this Agreement and
Employee's  employment  hereunder  for  "Cause."  "Cause"  shall  mean:  (a)
Employee's  conviction  of  a  felony under any federal or state law, or (b) the
commission  or  participation  of  Employee  in  an  injurious  act  of  fraud,
misrepresentation,  embezzlement  or  dishonesty  against  Employer,  or  (c)
Employee's substantial neglect of his duties hereunder, or (d) Employee's breach
of any term, covenant or obligation in this Agreement.  This Agreement shall not
be  deemed  to  have been terminated for Cause unless and until there shall have
been  delivered  to  Employee  a  notice  of termination specifying which act or
omission  to  act  of  Employee  constitutes  Cause,  including  the particulars
therefor,  and  Employee,  within  thirty  (30)  days of receipt of such notice,
either:  (i)  cures  such  act  or  omission  to act, or (ii) provides notice to
Employer  that  he  disputes  such  termination.  In the event Employee provides
timely notice to Employer that he challenges such termination, the dispute shall
then be submitted to an arbitrator agreed upon by Employer and Employee.  If the
parties  cannot  agree  upon an arbitrator, they shall each select an arbitrator
and  the  arbitrators  so  selected  shall choose a third arbitrator to hear the
dispute.  The  decision  of the arbitrator(s) shall be binding upon Employer and
Employee.  During  the  pendency  of any dispute, Employer shall continue to pay
salary  to  Employee, at the rate then in effect, and Employee shall continue to
perform  his duties under this Agreement.  In the event Employee fails to either
timely  cure  the  act  or  omission  to  act or provide notice to Employer of a
dispute  thereof,  this  Agreement  shall  be considered terminated and Employer
shall  have  no  further  obligation  to pay compensation to Employee hereunder,
except  for payment of any compensation accrued through the date of termination.
All  such  accrued  compensation  shall be paid to Employee in a lump sum on the
date  of  termination.

14.     NON-DISCLOSURE  OF  CONFIDENTIAL  INFORMATION.    Employee    recognizes
        ---------------------------------------------
and acknowledges that trade secrets and proprietary information and processes of
Employer  and  Subsidiaries,  as they may exist from time to time, are valuable,
special,  and unique assets of the business of Employer and Subsidiaries, access
to  and knowledge of which are essential to the performance of Employee's duties
hereunder.  Employee  shall  not, during or after the term of this Agreement, in
whole or in part, disclose such secrets, information or processes including, but
not limited to, names of customers and potential customers, names, locations and
other  identifying  information concerning vendors and suppliers of Employer and
Subsidiaries,  prospective  and  current business transactions and arrangements,
electronic  processing,  electronic  data  processing,  work  processing  and/or
computer  programs, runs and other electronic products and records, price lists,
training  materials,  business  methods,  procedures  and  forms of Employer and
Subsidiaries,  and  advertising  and  promotional  materials and sources, to any
person, firm, corporation, association or other entity for any reason or purpose
whatsoever,  nor  shall  Employee  make  use  of  any  such property for his own
purposes  or  for  the  benefit of any person, firm, corporation or other entity
(except  Employer  and Subsidiaries) under any circumstances during or after the
term  of  this  Agreement;  provided that after the term of this Agreement these
restrictions  shall  not  apply to such secrets, information and processes which
are  then  in  the  public  domain  (provided that Employee was not responsible,
directly  or indirectly, for such secrets, information or processes entering the
public  domain  without  Employer's  consent).  Employee  agrees  to  hold  as
Employer's  property  all  memoranda,  books,  papers,  letters, computer disks,
customer  lists,  price lists, advertising and promotional materials, contracts,
and other data, and all copies thereof and therefrom, in any way relating to the
business  and  affairs  of  Employer  and  Subsidiaries,  whether made by him or
otherwise coming into his possession, and on demand of Employer, at any time, to
deliver  the  same  to  Employer.

                                       49
<PAGE>

15.     COVENANT NOT TO COMPETE.  During the term hereof and for a period of one
        -----------------------
(1)  year thereafter in the event Employee's employment is terminated for Cause,
Employee  shall not within a radius of one hundred (100) miles of any geographic
area  within which Employer or any of its Subsidiaries has an office, enter into
or engage in any business in competition with the business of Employer or any of
its  Subsidiaries,  as  it  now  exists or may exist in the future, either as an
individual  on  his  own  account,  or as a partner, or joint venturer, or as an
officer,  director  or stockholder of a corporation, or otherwise.  It is agreed
by  the  parties  hereto  that if any portion of this covenant not to compete is
held to be unreasonable, arbitrary or against public policy, the covenant herein
shall  be  considered  divisible both as to time and geographical area, and each
month  of  the  specified  period shall be deemed a separate period of time, and
each  county  or  parish  of each State in the United States of America shall be
deemed  a  separate  geographical  area,  so  that  the lesser period of time or
geographical  area  shall  remain  effective  so  long  as  the  same  is  not
unreasonable,  arbitrary,  or  against  public policy.  The parties hereto agree
that,  in  the  event  any  court  determines  the  specified time period or the
specified  geographical  area  to  be unreasonable, arbitrary, or against public
policy,  a  lesser  time  period  or geographical area which is determined to be
reasonable,  non-arbitrary and not against public policy may be enforced against
Employee.

16.     REMEDIES.  If  there  is a breach or threatened breach of the provisions
        --------
of  Sections  16  or  17  of  this  Agreement,  Employer shall be entitled to an
injunction  restraining  Employee  from  such  breach.  Nothing  herein shall be
construed  as  prohibiting  Employer  from  pursuing any other remedies for such
breach  or  threatened  breach.

17.     PRIOR  EMPLOYMENT  AGREEMENT.  Employee  and  Employer's  subsidiary,
        ----------------------------
Emagisoft  Corporation  f/k/a  Net Advantage, Inc., are parties to an Employment
Agreement  dated  as  of July 15, 1999 ("Prior Agreement").  It is intended that
this  Agreement  shall  supersede  and  replace  the  Prior  Agreement, and upon
execution  of  this  Agreement  the Prior Agreement shall be cancelled and of no
further force and effect and the rights and obligations of the parties under the
Prior  Agreement shall be deemed null and void.  Employee understands and agrees
that  any  option  to  purchase  shares  of  common stock or other securities of
Emagisoft  Corporation,  which has been granted to or received by Employee under
the  Prior  Agreement,  shall  be  cancelled  and  considered  null  and  void.

18.     NOTICES.  Any  notice  required  or  permitted  to  be  given under this
        -------
Agreement  shall  be  sufficient  if  in  writing  and  if  sent by certified or
registered  mail,  return  receipt  requested,  to  the parties at the following
addresses:

     In  the  case  of  Employer:               405 Central Avenue, Second Floor
                                                --------------------------------
                                                St.  Petersburg,  FL  33701
                                                ---------------------------
                                                Attention:  Kyle E. Jones
                                                -------------------------

     In  the  case  of  Employee:               10353  Abbotsford  Drive
                                                ------------------------
                                                Tampa,  FL  33626
                                                -----------------

or  at  such  other  place  as  the  parties  may  later  designate.

19.     ATTORNEY'S  FEES.   Should   Employer   or   Employee   institute  legal
        ----------------
action,  whether  at  law  or in equity, to enforce any provision hereunder, the
prevailing party shall be entitled to receive from the other party all costs and
reasonable  attorney's  fees,  including, but not limited to, fees for trial and
appeals  or  other  legal  proceedings.

20.     CONSENT  TO  JURISDICTION AND VENUE.   The  parties  hereby  consent  to
        -----------------------------------
personal  jurisdiction and venue, for any action brought by Employer or Employee
arising  out  of  a  breach  or threatened breach of this Agreement, in Pinellas
County, Florida.  The parties agree that any action arising under this Agreement
or  out  of the relationship established by this Agreement shall be brought only
and  exclusively  in  Pinellas  County,  Florida.

21.     WAIVER  OF  BREACH.  The   waiver   by  a  party  of  a  breach  of  any
        ------------------
condition  of  this  Agreement  by  the  other party shall not be construed as a
waiver  by  such  party  of  any  subsequent  breach  by  the  other  party.

22.     ASSIGNMENT.  This  Agreement  may not be assigned by either party hereto
        ----------
without  the  written  consent  of  both  parties.

                                       50
<PAGE>

23.     ENTIRE  AGREEMENT.  This  Agreement  contains  the  entire  agreement of
        -----------------
the  parties.  It  may  be changed only by an agreement in writing signed by the
parties  hereto.

24.     GOVERNING  LAW.  This  Agreement  shall  be  governed  by  and construed
        --------------
and  enforced  in  accordance  with  the  laws  of  the  State  of  Florida.

25.     HEADINGS.  The   headings   in   this   Agreement   are   inserted   for
        --------
convenience of reference only and shall not affect the meaning or interpretation
of  this  Agreement.

26.     COUNTERPARTS.  This  Agreement  may be executed in counterparts, each of
        ------------
which  shall  be deemed an original, but together which shall constitute one and
the  same  instrument.


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


FOR  EMPLOYER:
EMAGISOFT  TECHNOLOGIES,  INC.               WITNESSES:



     /s/  Kyle  E.  Jones                              /s/  Peter  VanSon
     --------------------                              ------------------
Kyle  E.  Jones,  President

                                                       /s/  Frank  P. Rothschild
                                                       -------------------------


FOR  EMPLOYEE:                               WITNESSES:


     /s/  David  T.  Hollis                            /s/  Peter  VanSon
     ----------------------                            ------------------
David  Hollis

                                                       /s/  Frank  P. Rothschild
                                                       -------------------------



                     ACKNOWLEDGMENT OF EMAGISOFT CORPORATION
                     ---------------------------------------

The  undersigned,  a party to that certain Employment Agreement dated as of July
15,  1999,  between  Emagisoft Corporation and David Hollis ("Prior Agreement"),
acknowledges  and  agrees  that upon execution of this Agreement by Employer and
Employee,  the  Prior  Agreement  shall be cancelled and of no further force and
effect,  and  the  rights  and  obligations  of  the undersigned under the Prior
Agreement  shall  be  deemed  null  and  void.


          FOR  EMAGISOFT  CORPORATION:          /s/  Kyle  E.  Jones
                                                --------------------
                                                Kyle  E.  Jones,  President


                                       51
<PAGE>


                              EMPLOYMENT AGREEMENT
                              --------------------


     THIS  EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into this
20TH  day  of  July,  1999,  by and between INTERACTIVE MEDIA SOLUTIONS, INC., a
----
Florida  corporation  (hereinafter  referred  to  as  "Employer"),  and ROGER W.
FINEFROCK  (hereinafter  referred  to  as  "Employee").

                         W  I  T  N  E  S  S  E  T  H  :
                         -  -  -  -  -  -  -  -  -  -

     WHEREAS,  the  continued availability of Employee's services is regarded by
Employer as vitally important to its continued corporate growth and success, and
Employee  desires  to formalize his employment with Employer and to maximize the
security  of  his  position.

     NOW  THEREFORE,  in  consideration  of such employment and the premises and
covenants  hereinafter  set  forth,  the  parties  hereto  agree  as  follows:

SECTION  1:     EMPLOYMENT.   Employer  employs  Employee  and  Employee accepts
                ----------
employment  upon  the  terms  and  conditions  hereinafter  set  forth.

SECTION  2:     TERM.   Subject   to   the   provisions   for   termination   as
                ----
provided,  the  term of this Agreement shall begin on JULY 20TH, 1999, and shall
                                                      ---------
terminate one (1) year hence.  This Agreement shall be automatically renewed for
additional  one  (1)  year  terms  unless either party gives the other notice to
terminate this Agreement at least sixty (60) days prior to the expiration of the
initial  term  or  any  one  (1)  year  renewal  term.

SECTION  3:     COMPENSATION.
                ------------

     (a)  For  all  services rendered by Employee under this agreement, Employer
shall  pay  Employee  an  annual  base  salary, to be determined by its Board of
Directors,  but  in  no event shall the annual salary be less than SEVENTY-EIGHT
                                                                   -------------
THOUSAND  DOLLARS  ($78,000),  plus  the   annual   salary  raise  described  in
----------------------------
subparagraph  (b) below, per year, payable in equal installments pursuant to the
Employer's  normal  payroll  schedule  for  Employees.

     (b)  The Board of Directors shall increase the base salary amount each year
on  the anniversary of Employee's commencement of employment in an amount within
the discretion of the Board of Directors, but in no event shall this increase be
less  than  five  per  cent  (5%)  of  the  salary  of  the  previous  year.

     (c)  In  addition to the annual base salary, at the discretion of the Board
of  Directors,  Employee  may  be  paid  a  bonus.

     (d)  In  addition  to  the above paragraphs (a), (b), and (c), the Board of
Directors  shall  take  such measures as to adopt performance milestones for the
Employer  corporation,  and shall, from time to time, award Employer-corporation
stock  based  upon  the  Employer-corporation's  completion of these performance
milestones.

     (e)  In  addition to the above paragraphs (a), (b), (c), and (d), the Board
of  Directors  and  the  Employee  shall  jointly take such measures as to adopt
agreed-upon  and  reasonable performance milestones for the Employee, and shall,
from  time to time, award cash bonuses based upon Employee's completion of these
performance  milestones.

SECTION  4:     DUTIES.  Employee  shall  serve  as  PRESIDENT  of the Employer,
                ------                               ---------
and shall assume such duties as are normally and reasonably associated with such
position.  In  these  capacities,  Employee  shall  be responsible for duties as
outlined  in  the  job  description  attached  to  this  employment agreement as
attachment  A.  The  services  to  be  performed  by Employee may be extended or
curtailed from time to time at the direction of Employer's Board of Directors or
the  Chief  Executive  Officer.

SECTION  5:     EXPENSES.   Employee   is   authorized   to   incur   reasonable
                --------
expenses  as  determined  by  the  Board  of  Directors on behalf of Employer in
performing  his  duties,  including  expenses  for general administration of the
Employer's  office,  travel,  transportation,  entertainment,  gifts and similar
items,  which  expenses  shall  be  paid  by  Employer.

SECTION  6:     VACATIONS.   Employee   shall   be   entitled   each  year  to a
                ---------
vacation  of  fifteen (15) weekdays, no two of which need be consecutive, but in
no event shall more than five (5) days be consecutive without the consent of the
Chief  Executive  Officer, during which time compensation shall be paid in full.

                                       52
<PAGE>

SECTION  7:     DISABILITY.   If   Employee  is  unable  to perform his services
                ----------
by  reason  of illness or incapacity for a period of more than eight consecutive
weeks, the compensation otherwise payable during the continued period of illness
or  incapacity  shall  be  reduced  by 20 percent.  Employee's full compensation
shall  be reinstated upon his return to employment and the discharge of his full
duties.  Notwithstanding  anything  here to the contrary, Employer may terminate
this  agreement  at any time after Employee has been absent from employment, for
whatever  cause,  for  a continuous period of more than 90 calendar days and all
obligations  of Employer, except those outlined in Section 13 of this Agreement,
shall  cease  upon  that  termination.

SECTION  8:     TERMINATION.
                -----------

     (a)  For  Cause  -  Nothing  herein shall prevent Employer from terminating
this  Agreement  and Employee's employment hereunder for "Cause."  "Cause" shall
mean:  (a)  Employee's conviction of a felony under any federal or state law, or
(b)  the  commission  or participation of Employee in an injurious act of fraud,
misrepresentation,  embezzlement  or  dishonesty  against  Employer,  or  (c)
Employee's substantial neglect of his duties hereunder, or (d) Employee's breach
of any term, covenant or obligation in this Agreement.  This Agreement shall not
be  deemed  to  have been terminated for Cause unless and until there shall have
been  delivered  to  Employee  a  notice  of termination specifying which act or
omission  to  act  of  Employee  constitutes  Cause.  Upon  termination  of this
Agreement  for  Cause,  Employer  shall  have  no  further  obligation  to  pay
compensation  to  Employer  hereunder,  except  for  payment of any compensation
accrued through the date of termination.  All such accrued compensation shall be
paid  to  Employee  in  a  lump  sum  within  thirty  (30)  days  of the date of
termination.

     (b)  Without Cause - Employee's employment may be terminated by Employer at
any  time without cause upon fifteen (15) days prior written notice to Employee.
If  Employer  terminates  Employee  without  cause as described in Section 8(a),
Employee  shall  be  entitled  to  three  months compensation as outlined in the
Agreement.

SECTION  9:     INSURANCE.  Employer  shall  use  its  best  efforts to maintain
                ---------
in  force  for  the  benefit of Employee, throughout the term of this agreement:

     (a)  An  all-inclusive  policy  of  health  and dental insurance, including
dental  coverage,  covering  the Employee and his family which provides benefits
similar  to  those provided to Employees in similar positions in the industry in
which  Employer  is  engaged.

SECTION  10:     SICK  LEAVE.
                 -----------

     (a)  Sick  leave is compensable only on bona fide sickness of the Employee,
and  if  any sick leave is taken for five or more consecutive days, the Employee
shall  present a doctor's certificate to the personnel officer.  The Employee is
entitled  to twelve (12) working days of sick leave with pay (excluding the time
during  which  he  is  not  regularly  assigned  to work) for a calendar year of
service,  on  the  submission  of  satisfactory  proof of the necessity for sick
leave.  Employer  may,  at  its option, compel Employee to attend an independent
medical  examination by a doctor of Employer's choosing to confirm the diagnosis
contained  in the Employee's doctor's certificate.  For the purpose of computing
sick  leave,  each  Employee  shall be considered to work no more than five days
each  week  and  sick  leave  shall  accrue  at  the  rate of one day per month.

     (b)  Holidays  occurring during sick leave shall not be counted as a day of
sick  leave.

     (c)  Sick leave shall not be taken as vacation time, nor compensated for in
cash  at  any  time  except  under  Section  10(a)  above.

     (d)  A  full-time,  regular  Employee  is  entitled  to  three  (3)  days'
bereavement  leave  with pay which shall be charged against his accumulated sick
leave.  Bereavement  leave  is  applicable  when  death occurs in the Employee's
immediate  family.  For  purposes  of  this  section,  immediate family shall be
Employee's  spouse,  parents, children, siblings, grandchildren or grandparents.

                                       53
<PAGE>

SECTION  11:  NON-DISCLOSURE  OF  CONFIDENTIAL  INFORMATION.  Employee
              ---------------------------------------------
recognizes  and  acknowledges  that  Employer's  trade  secrets  and proprietary
information  and  processes,  as they may exist from time to time, are valuable,
special,  and  unique  assets of Employer's business, access to and knowledge of
which are essential to the performance of Employee's duties hereunder.  Employee
shall  not,  during  or  after  the term of this Agreement, in whole or in part,
disclose  such  secrets, information or processes including, but not limited to,
names  of  customers  and  potential  customers,  names,  locations  and  other
identifying information concerning Employer's vendors and suppliers, prospective
and  current  business  transactions  and  arrangements,  electronic processing,
electronic  data  processing, work processing and/or computer programs, runs and
other electronic products and records, price lists, training materials, business
methods,  procedures  and  forms  of  Employer,  and advertising and promotional
materials  and  sources,  to any person, firm, corporation, association or other
entity  for any reason or purpose whatsoever, nor shall Employee make use of any
such  property  for  his  own  purposes  or for the benefit of any person, firm,
corporation  or other entity (except Employer) under any circumstances during or
after the term of this Agreement; provided that after the term of this Agreement
these  restrictions  shall  not apply to such secrets, information and processes
which are then in the public domain (provided that Employee was not responsible,
directly  or indirectly, for such secrets, information or processes entering the
public domain without Employer's consent). Employee agrees to hold as Employer's
property  all memoranda, books, papers, letters, computer disks, customer lists,
price  lists,  advertising and promotional materials, contracts, and other data,
and all copies thereof and therefrom, in any way relating to Employer's business
and affairs, whether made by him or otherwise coming into his possession, and on
demand  of  Employer,  at  any  time,  to  deliver  the  same  to  Employer.

SECTION  12:  COVENANT  NOT TO COMPETE.  During the term hereof and for a period
              ------------------------
of  one (1) year thereafter in the event Employee's employment is terminated for
Cause,  Employee  shall  not  within  a radius of one hundred (100) miles of any
geographic  area  within  which  Employer,  or  any  affiliate  or subsidiary of
Employer,  has  an  office,  enter into or engage in any business in competition
with  the  business  of  Employer,  as it now exists or may exist in the future,
either  as an individual on his own account, or as a partner, or joint venturer,
or as an officer, director or stockholder of a corporation, or otherwise.  It is
agreed by the parties hereto that if any portion of this covenant not to compete
is  held  to  be  unreasonable, arbitrary or against public policy, the covenant
herein  shall be considered divisible both as to time and geographical area, and
each  month  of  the specified period shall be deemed a separate period of time,
and each county or parish of each State in the United States of America shall be
deemed  a  separate  geographical  area,  so  that  the lesser period of time or
geographical  area  shall  remain  effective  so  long  as  the  same  is  not
unreasonable,  arbitrary,  or  against  public policy.  The parties hereto agree
that,  in  the  event  any  court  determines  the  specified time period or the
specified  geographical  area  to  be unreasonable, arbitrary, or against public
policy,  a  lesser  time  period  or geographical area which is determined to be
reasonable,  non-arbitrary and not against public policy may be enforced against
Employee.

SECTION  13:     EMPLOYEE  INCENTIVE OPTION TO PURCHASE STOCK.  The Employee, at
                 --------------------------------------------
any time during the term of this agreement, has the option to participate in any
Employee  Stock  Purchase  Plan  adopted  by  the  Board  of  Directors.

SECTION  14:     LEGAL  PROCEEDINGS.  No  proceedings,  civil or criminal, which
                 ------------------
relate  to  the  business of the Employer, shall be commenced by Employee except
with  the  approval  of  the  counsel  of  the Employer, and all proceedings, if
commenced,  shall  be  under  the  sole  direction  of  counsel.

SECTION 15:     LEGAL PROCEEDINGS AGAINST EMPLOYER.    The  Employee  shall  not
                ----------------------------------
commence  any  action  relating  to  his employment until thirty (30) days after
service  of  notice  of  claim  on  the  Employer.

SECTION 16:     NOTICES.  Any  notice  required  or  permitted to be given under
                -------
this  Agreement  shall  be  sufficient if in writing and if sent by certified or
registered  mail  to:

     In  the  case  of  Employer:               405  Central  Avenue,  Suite 202
                                                --------------------------------
                                                St.  Petersburg,  FL  33701
                                                ---------------------------
                                                Attention:  Kyle  E.  Jones
                                                ---------------------------

     In  the  case  of  Employee:               Roger  W.  Finefrock
                                                --------------------
                                                405  Central  Avenue,  Suite 202
                                                --------------------------------
                                                St.  Petersburg,  FL  33701
                                                ---------------------------

or  at  such  other  place  as  the  parties  may  later  designate.


SECTION  17:     WAIVER  OF  BREACH.  The  waiver by Employer of a breach of any
                 ------------------
provision  of  this Agreement by Employee shall not operate or be construed as a
waiver  of  any  subsequent  breach  by  Employee.

                                       54
<PAGE>

SECTION  18:     ASSIGNMENT.  The  rights and obligations of Employer under this
                 ----------
Agreement  shall  inure  to  the benefit of and shall be binding upon Employer's
successors  and  assigns.

SECTION  19:     ENTIRE  AGREEMENT.   This   instrument   contains   the  entire
                 -----------------
agreement of the parties.  It may not be changed orally but only by an agreement
in  writing  signed by the party against whom enforcement of any waiver, change,
modification,  extension,  or  discharge  is  sought.

SECTION  20:     CHOICE  OF  LAWS.   This  contract  shall  be  interpreted  and
                 ----------------
enforced  in  accordance  with  the  laws  of  the  State  of  Florida.

SECTION  21:     ENFORCEMENT BY INJUNCTION.   The  services  to  be  rendered by
                 -------------------------
Employee  are  of  a  unique  and  original  character  entitling  Employer  to
enforcement of this contract by injunction or other relief in a court of equity.

SECTION  22:     HEADINGS.  The  headings  in  this  Agreement  are inserted for
                 --------
convenience of reference only and shall not affect the meaning or interpretation
of  this  Agreement.

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


FOR  EMPLOYER:                         WITNESSES:
INTERACTIVE  MEDIA  SOLUTIONS,  INC.

                                       /s/
                                       -----------------------------

By: /s/                                /s/
    ------------------------------     -----------------------------

FOR  EMPLOYEE:                         WITNESSES:


/s/ Roger Finefrock                    /s/
----------------------------------     -----------------------------
Roger  W.  Finefrock
                                       /s/
                                       -----------------------------


                                       55
<PAGE>


                                  ATTACHMENT A
                         TO EMPLOYMENT AGREEMENT BETWEEN
            ROGER W. FINEFROCK AND INTERACTIVE MEDIA SOLUTIONS, INC.
            --------------------------------------------------------


TITLE:  PRESIDENT
-----

SUMMARY:
-------
Serve  as the presiding officer of the Board of Directors, and in that capacity,
guides the deliberations and activities of that group. Responsible for directing
the  organization  with  the objective of providing maximum profit and return on
invested  capital; establishing short-term and long-range objectives, plans, and
policies subject to the approval of the Board of Directors; and representing the
organization  with  its major customers, the financial community and the public.

RESPONSIBILITIES:
----------------
-     Develops  the  basic  objectives,  policies,  and  operating  plans of the
      business;  submits  these  to  the  Board  of  Directors  for  approval.
-     Insures  that  organization policies are uniformly understood and properly
      interpreted  and  administered  by  subordinates;  reviews and approves
      proposed internal  policies  of  subordinate  units.
-     Insures  that  adequate  plans  for  future  development and growth of the
      business  are  prepared,  and  participates  in  their preparation;
      periodically presents  such  plans for general review and approval by the
      Board of Directors.
-     Presents proposed operating and capital expenditure budgets for review and
      approval  by  the  Board  of  Directors.
-     Plans  and  directs  all  investigations  and  negotiations  pertaining to
      mergers,  joint  ventures,  the  acquisition of businesses, or the sale of
      major assets.
-     Takes  necessary  actions  to  protect  and  enhance  the  organization's
      investments  in  subsidiaries  and  affiliates.
-     Represents the organization as appropriate in its relationships with major
      customers, suppliers, competitors, commercial and investment bankers,
      government agencies,  professional  societies  and  similar  groups.
-     Analyzes  operating  results  of  the  organization  and  its  principal
      components relative to established objectives and insures that appropriate
      steps are  taken  to  correct  unsatisfactory  conditions.
-     Insures  the  adequacy  and  soundness  of  the  organization's  financial
      structure  and, reviews projections of working capital requirements.
      Negotiates and  otherwise  arranges  for  any  outside  financing  that
      may  be indicated.
-     Prescribes  the  specific  limitations  of  the  authority of subordinates
      regarding  policies,  contractual commitments, expenditures, and personnel
      actions.  Reviews  and  approves  the  appointment,  employment,  transfer
      or termination  of  all  key  executives.  Resolves any  conflicts arising
      between operating  groups,  staff units and other elements under immediate
      supervision.
-     Performs  other  related  duties  as  assigned  by the Board of Directors.
-     Reports  directly  to  the  Board  of  Directors.


                                       56
<PAGE>


                        AMENDMENT TO EMPLOYMENT AGREEMENT
                        ---------------------------------


     THIS  AMENDMENT  TO  EMPLOYMENT  AGREEMENT  (the  "Amendment")  is made and
entered  into  as  of  the  3rd day of January, 2000, by and between INTERACTIVE
                            ---
MEDIA  SOLUTIONS,  INC.,  a  Florida  corporation  (hereinafter  referred  to as
"Employer")  and  ROGER  W.  FINEFROCK  (hereinafter referred to as "Employee").

     WHEREAS,  Employer  and  Employee  previously  entered  into  that  certain
Employment  Agreement  dated  July  20,  1999  (the  "Agreement");  and

     WHEREAS,  Employer  and  Employee  believe  it  to  be  in their respective
interests to amend the Agreement to provide for the grant to Employee of options
to  purchase  shares  of common stock of Emagisoft Technologies, Inc., a Florida
corporation  ("Emagisoft  Technologies"),  an  affiliate  company  of  Employer.

     NOW, THEREFORE, for the mutual consideration set forth herein, and for good
and valuable consideration, the receipt and sufficiency of which is acknowledged
by  Employer  and  Employee,  the  parties  hereto  agree  as  follows:

     1.     The  above  recitals  are  true  and  correct.

     2.     The  Agreement  is  hereby amended to provide that Employee shall be
granted  options  to  purchase shares of common stock of Emagisoft Technologies,
par  value  of $0.0001 per share (the "Common Stock") on the following terms and
conditions:

     (a)     Employee  shall  receive:  (i)  an  option to purchase up to 25,000
shares of Common Stock exercisable at a price of $1.75 per share at such time as
annual  gross  revenues of Employer reach $500,000, and (ii) options to purchase
up  to  25,000  shares of Common Stock exercisable at a price of $1.75 per share
for  every  additional increase in annual gross revenues of Employer of $500,000
for  the  earlier  of  the  first five years hereunder or until Employer reaches
$10,000,000 in annual gross revenues.  For purposes of this Section 2(a), annual
gross  revenues  of  Employer  shall  be  determined  on  a  calendar year basis
commencing  in  2000.

     (b)     Employee  shall  receive longevity options to purchase up to 50,000
shares of Common Stock per year of employment under the Agreement exercisable at
a  price  of  $2.00  per  share.

     (c)     Employee shall receive an option to purchase up to 50,000 shares of
Common  Stock exercisable at a price of $2.00 per share in the event, within (2)
years  of  Employee's  employment,  all  or substantially all of the business or
assets  of  Employer  or  Emagisoft  Technologies  is  sold  to a third party or
Employer or Emagisoft Technologies merges with or is acquired by another entity.

     3     Any  other  amendments  or modifications to the Agreement and/or this
Amendment  shall  be  in  writing and executed by Employer and Employee.  In the
event  of  any conflict between the terms of this Amendment and the terms of the
Agreement, this Amendment shall prevail.  All of the other terms, conditions and
provisions of the Agreement not inconsistent with this Amendment shall remain in
full  force and effect and shall apply to this Amendment.  This Amendment may be
executed  in  counterparts,  each  of  which  shall  be  deemed an original, but
together  which  shall  constitute  one  and  the  same  instrument.

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

FOR  EMPLOYER:
EMAGISOFT  TECHNOLOGIES,  INC.         WITNESS:

/s/  Kyle  E.  Jones                  /s/
--------------------                  --------------------
Kyle  E.  Jones,  President

FOR  EMPLOYEE:                         WITNESS:

/s/  Roger Finefrock                  /s/
--------------------                  --------------------
Roger  Finefrock


                 ACKNOWLEDGMENT OF EMAGISOFT TECHNOLOGIES, INC.
                 ----------------------------------------------

The  undersigned, an affiliate company of Employer, acknowledges and agrees upon
execution  of  this  Amendment  by  Employer  and  Employee to grant to Employee
options  to  purchase shares of Common Stock of the undersigned on the terms and
conditions  set  forth  in  Section  2  of  this  Amendment.

                                   EMAGISOFT  TECHNOLOGIES,  INC.


                                   /s/  Kyle  E.  Jones
                                   --------------------
                                   Kyle  E.  Jones,  President


                                       57
<PAGE>




                Exhibit  10.2  Specimen - Confidential Information and Invention
                               Assignment Agreement

CONFIDENTIAL  INFORMATION  AND  INVENTION  ASSIGNMENT
AGREEMENT  FOR  EMPLOYEE


     This  CONFIDENTIAL  INFORMATION  AND  INVENTION  ASSIGNMENT AGREEMENT  (the
"Agreement")  is  made  between Emagisoft Technologies, Inc. (the "Company") and
the  undersigned  employee.

     In  consideration for my employment with the Company (which for purposes of
this Agreement shall be deemed to include any subsidiaries or Affiliates1 of the
Company),  the  receipt  of  confidential  information while associated with the
Company,  and  other  good  and  valuable  consideration,  I,  the  undersigned
individual,  agree  that:

1.      Term  of  Agreement.  This  agreement  shall  continue in full force and
        --------------------
effect  for  the  duration  of  my  employment  by  the  Company (the "Period of
Employment")  and  shall  continue thereafter until terminated through a written
instrument  signed  by  both  parties.
2.      Confidentiality.
        ----------------
a.     Definitions."Proprietary  Information"  is  all  information and any idea
       ------------
whatever  form, tangible or intangible, pertaining in any manner to the business
of  the  Company,  or  any  of  its  Affiliates,  or  its  employees,  clients,
consultants,  or  business  associates,  which  was  produced by any employee or
consultant  of  the Company in the course of his or her employment or consulting
relationship  or  otherwise produced or acquired by or on behalf of the Company.
All  Proprietary  Information  not  generally  known  outside  of  the Company's
organization,  and  all  Proprietary  Information so known only through improper
means,  shall  be  deemed  "Confidential  Information."  By  example and without
limiting  the  foregoing definition, Proprietary and Confidential shall include,
but  not  be  limited  to:
i.     Formulas,  research and development techniques, processes, trade secrets,
computer  programs,  software,  electronic  codes,  mask  works,  inventions,
innovations,  patents,  patent  applications,  discoveries,  improvements, data,
know-how,  formats,  test  results  and  research  projects:
ii.     information about costs, profits, markets, sales, contracts and lists of
customers,  and  distributors
iii.     business,  marketing,  and  strategic  plans;
iv.     forecasts,  unpublished financial information, budgets, projections, and
customer  identities,  characteristics  and  agreements;  and
v.     employee  personnel  files  and  compensation  information.




1.  For  purposes of this Agreement, "Affiliate" shall mean any person or entity
that  directly  or  indirectly  controls,  is  controlled by, or is under common
control  with  the  Company.

     Confidential  Information  is  to  be  broadly  defined,  and  includes all
information  that  has  or  could  have commercial value or other utility in the
business  in  which  the  Company  is  engaged or contemplates engaging, and all
information  of  which  the  unauthorized disclosure could be detrimental to the
interests  of  the  Company,  whether  or  not such information is identified as
Confidential  Information  by  the  Company.
b)     Existence  of Confidential Information.The Company owns and has developed
       ---------------------------------------
and  compiled,  and will develop and compile, certain trade secrets, proprietary
techniques  and  other  Confidential  Information  which have great value to its
business.  This Confidential Information includes not only information disclosed
by the Company to me, but also information developed or learned by me during the
course  of  my  employment  with  the  Company.
c)     Protection  of  Confidential  Information.  I  will  not,  directly  or
       ------------------------------------------
indirectly,  use, make available, sell, disclose or otherwise communicate to any
       --
third  party,  other  than  in  my  assigned  duties  and for the benefit of the
Company,  any  of the Company's Confidential Information, either during or after
my  employment  with  the  Company.  I  acknowledge  that  I  am  aware that the
unauthorized disclosure of Confidential Information of the Company may be highly
prejudicial  to its interests, an invasion of privacy and an improper disclosure
of  trade  secrets.
                                       58
<PAGE>

d)     Delivery of Confidential Information. Upon request, or when my employment
       -------------------------------------
with  the  Company  terminates,  I  will  immediately deliver to the Company all
copies  of  any  and  all  materials and writings received from, created for, or
belonging to the Company including, but not limited to, those which relate to or
contain  Confidential  Information.
e)     Location  and Reproduction. I shall maintain at my workstation and/or any
       ---------------------------
other  place  under  my  control  only such Confidential Information as I have a
current  "need to know." I shall return to the appropriate person or location or
otherwise properly dispose of Confidential Information once that need to know no
longer  exists.  I  shall not make copies of or otherwise reproduce Confidential
Information  unless  there  is  a  legitimate  business  need of the Company for
reproduction.
f)     Prior  Actions and Knowledge.  I represent and warrant that from the time
       -----------------------------
of  my  first  contact  with  the  Company  I  held  in  strict  confidence  all
Confidential  Information  and  have not disclosed any Confidential Information,
directly  or  indirectly,  to  anyone  outside  the  Company,  or  used, copied,
published,  or  summarized  any  Confidential  Information, except to the extent
otherwise  permitted  in  this  agreement.
g)     Third-Party  Information. I acknowledge that the Company has received and
       -------------------------
in  the  future  will  receive from third parties their confidential information
subject  to a duty on the Company's part to maintain the confidentiality of such
information  and  to  use  it  only  for certain limited purposes. I agree that,
during  the  Period  of  Employment  and  thereafter,  I  will  hold  all  such
confidential  information  in  the  strictest  confidence  and
not  to  disclose  or  use  it,  except  as  necessary to perform my obligations
hereunder  and  as  is  consistent  with the Company's agreement with such third
parties.
h)     Third  parties.  I represent that my employment with the Company does not
       ---------------
and  will  not  breach any agreements with or duties to a former employer or any
other  third  party. I will not disclose to the Company or use on its behalf any
confidential  information  belonging  to  others  and  I will not bring onto the
premises of the Company any confidential information belonging to any such party
unless  consented  to  in  writing  by  such  party.



3.  Proprietary  Rights,  Inventions  and  New  Ideas.
    --------------------------------------------------
a)     Definition,  The  term "Subject Ideas or Inventions" includes any and all
       -----------
ideas,  processes, trademarks, service marks, inventions, designs, technologies,
computer  hardware  or  software,  original  works  of  authorship,  formulas,
discoveries,  patents,  copyrights, copyrightable works, products, marketing and
business ideas, and all improvements, know-how, data, rights, and claims related
to the foregoing that, whether or not patentable, which are conceived, developed
or  created  which: (i) relate to the Company's current or contemplated business
or  activities;  (ii) relate to the Company's actual or demonstrably anticipated
research  or  development;  (iii)  result  from any work performed by me for the
Company;  (iv)  involve the use of the Company's equipment, supplies, facilities
or  trade  secrets;  (v)  result  from  or are suggested by any work done by the
Company  or  at  the Company's request, or any projects specifically assigned to
me;  or  (vi)  result  from  my access to any of the Company's memoranda, notes,
records,  drawings,  sketches,  models,  maps, customer lists, research results,
data,  formulae,  specifications,  inventions,  processes,  equipment  or  other
materials  (collectively,  "Company  Materials").
b)     Company  Ownership.  All  right, title and interest in and to all Subject
       ------------------
Ideas  and  Inventions,  including  but  not  limited  to  all  registrable  and
patentable  rights  which  may subsist therein, shall be held or owned solely by
the  Company,  and  where  applicable, All Subject Ideas and Inventions shall be
considered  works  made  for hire. I shall mark all Subject Ideas and Inventions
with  the  Company's  copyright  or  other proprietary notice as directed by the
Company  and  shall  take all actions deemed necessary by the Company to protect
the Company's rights therein. In the event that the Subject Ideas and Inventions
shall  be  deemed  not to constitute works made for hire, or in the event that I
should  otherwise,  by operation of law, be deemed to retain any rights (whether
moral  rights  or  otherwise)  to  any  Subject Ideas and Inventions, I agree to
assign to the Company, without further consideration, my entire right, title and
interest  in  and  to  each  and  every  such  Subject  Idea  and  Invention.
c)     Maintenance of records. I agree to keep and maintain adequate and current
       ----------------------
written  records  of all Subject Ideas and Inventions and their development made
by  me (solely or jointly with others) during the term of my employment with the
Company.  These records will be in the form of notes, sketches, drawings and any
other  format  that  may  be  specified  by  the  Company. These records will be
available  to  and  remain  the  sole  property  of  the  Company  at all times.
d)     Determination  of  Subject Ideas and Inventions. I further agree that all
       ------------------------------------------------
information  and  records  pertaining  to  any idea, process, trademark, service
mark,  invention,  technology,  computer  hardware or software, original work of
authorship,  design,  formula,  discovery,  patent,  copyright, product, and all
improvements,  know-how,  rights  and  claims  related  to  the  foregoing
("Intellectual  Property"),  that  I  do  not  believe  to  be a Subject Idea or
Invention,  but  that  is  conceived,  developed,  or reduced to practice by the
Company  (alone  by  me  or  with  others)  during  the Period of Employment and
thereafter, shall be disclosed promptly to me by the Company (such disclosure to
be  received  in  confidence).  The  Company  shall  examine such information to
determine  if  in  fact the Intellectual Property is a Subject Idea or Invention
subject  to  this  agreement.
                                       59
<PAGE>

e)     Access.  Because of the difficulty of establishing when any Subject Ideas
       -------
or  Inventions  are first conceived by me, or whether they result from my access
to  Confidential Information or Company Materials, I agree that any Subject Idea
and  Invention shall, among other circumstances, be deemed to have resulted from
my  access  to Company materials if: (i) it grew out of or resulted from my work
with  the  Company  or is related to the business of the Company, and (ii) it is
made,  used,  sold,  exploited  or  reduced to practice, or an application for a
patent,  trademark,  copyright or other proprietary protection is filed thereon,
by me or with my significant aid, after termination of the Period of employment.
f)     Assistance.  I  further  agree  to assist the Company in every proper way
       -----------
(but  at the Company's expense) to obtain and from time to time enforce patents,
copyrights  and  other  rights  or  registrations  on  said  Subject  Ideas  and
Inventions  in any and all countries, and to that end will execute all documents
necessary:

i      to  apply  for,  obtain and vest in the name of the Company alone (unless
the  Company  otherwise  directs)  letters patent, copyrights or other analogous
protection in any country throughout the world and when so obtained or vested to
renew  and  restore  the  same;  and

ii      to defend any opposition proceedings in respect of such applications and
any  opposing  proceedings  or  petitions or applications for revocation of such
letters  patent,  copyright  or  any  other  analogous  protection;  and

iii     to  cooperate  with  the  Company  (but at the Company's expense) in any
enforcement  or  infringement  proceeding  on  such letters patent, copyright or
other  analogous  protection.

g)     Authorization  to  Company.In  the  event  the  Company  is unable, after
       ---------------------------
reasonable  effort,  to  secure  my  signature on any patent, copyright or other
analogous  protection  relating to a Subject Idea and Invention, whether because
of my physical or mental incapacity or for any other reason whatsoever, I hereby
irrevocably  designate  and appoint the Company and its duly authorized officers
and  agents  as  my  agent and attorney-in-fact, to act for and on my behalf and
stead  to execute and file any such application, applications or other documents
and  to  do  all  other  lawfully  permitted  acts  to  further the prosecution,
issuance, and enforcement of letters patent, copyright or other analogous rights
or  protections  thereon  with the same legal force and effect as if executed by
me.  My  obligation to assist the Company in obtaining and enforcing patents and
copyrights  for  Subject  Ideas  and  Inventions  in any and all countries shall
continue  beyond  the  termination  of my relationship with the Company, but the
Company  shall compensate me at a reasonable rate after such termination for the
time  actually  spent  by  me  at  the  Company's  request  on  such assistance.
h)     Exhibit.  I  acknowledge  the  there  are  no  currently  existing ideas,
       --------
processes,  inventions, discoveries, marketing or business ideas or improvements
which  I  desire to exclude from the operation of this agreement. To the best of
my  knowledge,  there  is  no  other  contract to assign inventions, trademarks,
copyrights, ideas, processes, discoveries or other intellectual property that is
now  in  existence  between  me  and any other person (including any business or
government  entity).
i)     No  Use of Name. I shall not at any time use the Company's name or any of
       ----------------
the  Company  trademark(s)  or  trade  name(s)  in  any advertising or publicity
without  prior  written  consent  of  the  Company.
4  .  Competitive  Activity.
      ----------------------
a)     Acknowledgement.  I  acknowledge  that  the  pursuit  of  the  activities
       ----------------
forbidden  by  Section 4 (b) below would necessarily involve the use, disclosure
or  misappropriation  of  Confidential  Information.
b)     Prohibited  Activity.  To  prevent  the  above-described  disclosure,
       ---------------------
misappropriation  and breach, I agree that during my employment and for a period
       --
of  one  (1)  year  after  termination  of the Period of Employment, without the
Company's  express  written  consent,  I  shall not, directly or indirectly, (i)
employ,  solicit for employment, or recommend for employment any person employed
by  the  Company  (or  any  Affiliate);  and  (ii)  engage  in  any  present  or
contemplated  business  activity  that is or may be competitive with the Company
(or  any Affiliate) in any state where the Company conducts its business, unless
I  can  prove that any action taken in contravention of this subsection (ii) was
done  without  the  use  in  any  way  of  Confidential  Information.
5  .  Representation  and warranties. I represent and warrant (i) that I have no
      -------------------------------
obligations,  legal  or otherwise, inconsistent with the terms of this Agreement
or  with  my  undertaking  a  relationship  with  the  Company;  (ii)  that  the
performance of services called for by this Agreement do not and will not violate
any  applicable law, rule or regulation or any proprietary or other right of any
third party; (iii) that I will not use in the performance of my responsibilities
for the Company any materials or documents of a former employer; and (iv) that I
have not entered into or will enter into any agreement (whether oral or written)
in  conflict  with  this  Agreement.
                                       60
<PAGE>

6  .  Termination  Obligations.
      -------------------------
a)     Upon the termination of my relationship with the Company or promptly upon
the  Company's request, I shall surrender to the Company all equipment, tangible
Proprietary  Information,  documents, books, notebooks, records, reports, notes,
memoranda,  drawings,  sketches,  models, maps, contracts, lists, computer disks
(and other computer-generated files and data), and any other data and records of
any  kind,  and copies thereof (collectively, "Company Records"), created on any
medium  and furnished to, obtained by, or prepared by myself in the course of or
incident  to  my  employment,  that  are  in  my possession or under my control.
b)     My  representations,  warranties,  and  obligations  contained  in  this
Agreement  shall  survive  the  termination  of  the  Period  of  Employment.
c)     Following  any  termination  of  the  Period  of Employment, I will fully
cooperate  with the Company in all matters relating to my continuing obligations
under  this  Agreement.
d)     In  the  event  that  I  leave  the  employ of the Company I hereby grant
consent  to  notification  by the Company to my new employer about my rights and
obligations  under  this  Agreement.
e)     Upon  termination  of  the  Period  of  Employment,  I  will  execute  a
Certificate  acknowledging compliance with this Agreement in the form reasonably
provided  by  the  Company.
7 . Injunctive Relief. I acknowledge that my failure to carry out any obligation
    ------------------
under this Agreement, or a breach by me of any provision herein, will constitute
immediate  and  irreparable  damage  to  the  Company, which cannot be fully and
adequately  compensated  in money damages and which will warrant preliminary and
other  injunctive relief, an order for specific performance, and other equitable
relief.  I  further  agree  than  no bond or other security shall be required in
obtaining  such  equitable  relief  and I hereby consent to the issuance of such
injunction  and  to the ordering of specific performance. I also understand that
other  action  may  be  taken  and  remedies  enforced  against  me.
8  .  Modification. No modification if this Agreement shall be valid unless made
      -------------
in  writing  and  signed  by  both  parties.
9  .  Binding  Effect.  This  Agreement  shall  be  binding  upon  me, my heirs,
      ----------------
executors,  assigns and administrators and is for the benefit of the Company and
    -----
its  successors  and  assigns.
10  . Arbitration.  Any dispute or controversy arising out of or relating to any
      ------------
interpretation,  construction, performance or breach of this Agreement, shall be
settled by arbitration to be held in St. Petersburg, Florida, in accordance with
the rules then in effect of the American Arbitration Association. The arbitrator
may  grant  injunctions  or  other  relief  in  such dispute or controversy. The
decision of the arbitrator shall be final, conclusive and binding on the parties
to  the arbitration. Judgment may be entered on the arbitrator's decision in any
court having jurisdiction; provided, however, that the arbitrator shall not have
the  power  to  alter  or  amend  this  Agreement.
11  .  Governing  Law. This Agreement shall be construed in accordance with, and
       ---------------
all  actions  arising under or in connection therewith shall be governed by, the
internal  laws  of  the  State  of Florida (without reference to conflict of law
principles).
12  .  Integration.  This  Agreement  sets  forth the parties' mutual rights and
       ------------
obligations with respect to proprietary information, prohibited competition, and
intellectual  property.  It is intended to be the final, complete, and exclusive
statement of the terms of the parties' agreements regarding these subjects. This
Agreement  supersedes  all  other  prior  and  contemporaneous  agreements  and
statements  on these subjects, and it may not be contradicted by evidence of any
prior  or  contemporaneous  statements  or  agreements.  To  the extent that the
practices,  policies,  or procedures of the Company, now or in the future, apply
to  myself and are inconsistent with the terms of this Agreement, the provisions
of  this  Agreement  shall  control  unless  changed  in writing by the Company.
13  .  Construction.  This Agreement shall be construed as a whole, according to
       -------------
its  fair  meaning,  and not in favor of or against any party. By way of example
and  not  limitation,  this  Agreement  shall not be construed against the party
responsible  for  any language in this Agreement. The headings of the paragraphs
hereof  are  inserted  for  convenience  only, and do not constitute part of and
shall  not  be  used  to  interpret  this  Agreement.
14  .  Attorney's  Fees.  Should  either I or the Company, or any heir, personal
       -----------------
representative,  successor  or permitted assign of either party, resort to legal
proceedings  to  enforce  this  Agreement,  the  prevailing party (as defined in
Florida statutory law) in such legal proceeding shall be awarded, in addition to
such  other  relief  as  may  be  granted, attorney's fees and costs incurred in
connection  with  such  proceeding.
15  .  Severability.  If  any  term,  provision,  covenant  or condition of this
       -------------
Agreement,  or  the  application  thereof  to any person, place or circumstance,
     --
shall  be  held  invalid, unenforceable or void, the remainder of this Agreement
and  such  term,  provision,  covenant or condition as applied to other persons,
place  and  circumstances  shall  remain  in  full  force  and  effect.
                                       61
<PAGE>

16  .  Rights Cumulative. The rights and remedies provided by this Agreement are
       ------------------
cumulative,  and the exercise of any right or remedy by either the Company or me
(or by that party's successor), whether pursuant hereto, to any other agreement,
or to law, shall not preclude or waive that party's right to exercise any or all
other  rights  and  remedies.  This  Agreement  will inure to the benefit of the
Company  and  its  successors  and  assigns.
17  .  Nonwaiver. The failure of either the Company or me, whether purposeful or
       ----------
otherwise,  to exercise in any instance any right, power or privilege under this
Agreement  or  under law shall not constitute a waiver of any other right, power
or  privilege,  nor of the same right, power or privilege in any other instance.
Any  waiver  by  the  Company  or  by me must be in writing and signed by either
myself, if I am seeking to waive any of my rights under this Agreement, or by an
officer  of  the Company (other than me) or some other person duly authorized by
the  Company.
18  . Notices. Any notice, request, consent or approval required or permitted to
      --------
be given under this Agreement or pursuant to law shall be sufficient if it is in
writing,  and  if  and  when  it is hand delivered or sent by regular mail, with
postage  prepaid, to my residence (as noted in the Company's records), or to the
Company's  principal  office,  as  is  the  case  may  be.
19  .  Date Of Effectiveness. This Agreement shall be deemed effective as of the
       ----------------------
commencement  of  my  employment  with  the  Company.
20  .  Agreement  to Perform Necessary Acts. I agree to perform any further acts
       -------------------------------------
and  execute and deliver any documents that may be reasonably necessary to carry
out  the  provisions  of  this  Agreement.
21  . Assignment. This Agreement may not be assigned without the Company's prior
      -----------
written  consent.
22  . Compliance with the Law. I agree to abide by all federal, state, and local
      ------------------------
laws,  ordinances  and  regulations.
23  .  Employee Acknowledgement.I acknowledge that I have had the opportunity to
       -------------------------
consult  legal  counsel  in  regard  to  this  Agreement,  that  I have read and
understand this Agreement, that I am fully aware of its legal effect, and that I
have entered into it freely and voluntarily and based on my own judgment and not
on  any representation or promises other than those contained in this Agreement.

     IN  WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date  set  forth  below.

CAUTION:  THIS  AGREEMENT CREATES IMPORTANT OBLIGATIONS OF TRUST AND AFFECTS THE
EMPLOYEE'S RIGHTS TO INVENTIONS AND OTHER INTELLECTUAL PROPERTY THE EMPLOYEE MAY
DEVELOP  DURING  HIS  OR  HER  EMPLOYMENT.


Dated:  __________________


___________________________________________________
Employee  Signature

Printed  Employee  name:  _______________________________________


Emagisoft  Technologies,  Inc.

By:  ___________________________________________
Name:  ________________________________________
Title:  __________________________________________

                                       62
<PAGE>


            EXHIBIT  10.3  BUSINESS CONSULTING AGREEMENT BETWEEN JAMES S. NEADER
                           AND EMAGISOFT TECHNOLOGIES, INC.


                          BUSINESS CONSULTANT AGREEMENT
                          -----------------------------


THIS BUSINESS CONSULTANT AGREEMENT (the "Agreement") is made and entered into as
of  the  2nd day of December, 1999, by and between EMAGISOFT TECHNOLOGIES, INC.,
         ---        --------
its  principal  place  of  business  at  405  Central  Avenue,  2nd  Floor,  St.
                                         ---------------------------------------
Petersburg,  Florida  33701  ("Emagisoft"), and JAMES S. NEADER, residing at 396
---------------------------                                                  ---
Coffee  Pot  Riviera  N.E.,  St.  Petersburg,  Florida  33704  ("Neader").
-------------------------------------------------------------

                          W  I  T  N  E  S  S  E  T  H

WHEREAS,  Emagisoft desires to engage Neader to provide services in the areas of
capital  raising  and  customer  marketing to support the business and growth of
Emagisoft  and  its  subsidiaries,  Emagisoft  Corporation and Interactive Media
Solutions,  Inc.  (collectively  referred  to  as  "Subsidiaries");  and

WHEREAS,  Neader desires to assist Emagisoft through introductions to members of
the  members  of  the  investment  community  and to potential customers who can
utilize  the  products  and/or  services  offered by Emagisoft and Subsidiaries.

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

1.     AGREEMENT;  SCOPE

     1.1  ENGAGEMENT.
          ----------

Emagisoft  hereby  agrees  to engage Neader to provide the services specified in
Section  2  below and Neader hereby agrees to provide such services to Emagisoft
and  Subsidiaries  upon  the  terms  and  conditions  hereinafter  set  forth.

     1.2  RELATIONSHIP  OF  THE  PARTIES.
          ------------------------------

It is expressly acknowledged by the parties hereto that Neader is an independent
contractor  and  nothing in this Agreement is intended nor shall be construed to
create  an employer/employee relationship, a joint venture of any kind including
any  landlord/tenant relationship between Emagisoft and Neader.  Emagisoft shall
not  have  any  right  to  exercise any control or discretion over the manner or
method  by  which  Neader  performs  services  hereunder; provided, however, the
services  to  be  provided  by  Neader  hereunder  shall be provided in a manner
consistent  with  the  professional  standards  governing  such services and the
provisions of this Agreement.  Neither party shall have any authority to act for
the  other  party,  except  as  expressly  provided  herein.

2.     SERVICES

     2.1  INTRODUCTIONS  TO  THE  INVESTMENT  COMMUNITY.
          ---------------------------------------------

Neader  has  substantial  contacts  among  members  of  the investment community
throughout Florida and the United States.  Neader shall introduce these contacts
to  Emagisoft  so  as  to  enable Emagisoft to establish relationships with said
persons  for  investment  of  capital  in  Emagisoft.  Emagisoft understands and
agrees  that  Neader  shall  only  make introductions to potential investors and
conduct only ministerial, non-sales activities with respect to the offer or sale
of  any  securities  to  be  issued  by  Emagisoft.


2.2  INTRODUCTIONS  TO  POTENTIAL  CUSTOMERS.
     ---------------------------------------

Neader  has  contacts  who are potential customers that can utilize the products
and/or  services  offered by Emagisoft and Subsidiaries.  Neader shall introduce
these  contacts  to Emagisoft so as to establish relationships with said persons
for  the  purchase  of  products  and/or  services  offered  by  Emagisoft  or
Subsidiaries.  Neader  understands  and  agrees  that  he  shall  only  make
introductions  to  potential  customers,  and  shall not negotiate or in any way
participate  in  the establishment of the terms of any arrangements entered into
between  Emagisoft  and  any  customer  that  Neader  introduces  hereunder.

     2.3  ADDITIONAL  SERVICES.
          --------------------

Neader  may  provide  such  further  and  additional services as is necessary to
fulfill  its  engagement  or  may  be  mutually  agreed  upon  by  the  parties.

                                       63
<PAGE>

     2.4  BEST  EFFORTS.
          -------------

Neader shall devote such time and best efforts as may be reasonable necessary to
perform  the  foregoing  services.  Emagisoft  expressly  acknowledges  and
understands  that  Neader  cannot guarantee results concerning the investment of
capital, or the purchase or use of any products or services offered by Emagisoft
or  Subsidiaries  by  any  person  introduced  to  Emagisoft  by  Neader.

     2.5  LIMITATION  OF  SERVICES.
          ------------------------

It  is expressly acknowledged that Neader has not agreed with Emagisoft, in this
Agreement  or  any  other  agreement,  verbal  or written, to participate in any
manner  in  the  offer  or  sale  of  any  security.

The  compensation  paid  to Neader herein is not, and shall not be construed as,
compensation  for  the  offer  or  sale  of  any  security.

The  parties  agree  that the services to be provided by Neader shall not be for
the  purpose  of  affecting  the  price  of  any  security.

3.     COMPENSATION

Emagisoft  shall  pay  and  deliver  to  Neader  the  funds, securities or other
property  or  assets  as  specified  in  Exhibit A hereto.  Any such property or
assets  shall  be  free  and  clear  of  all  liens  and  encumbrances.

4.     EMAGISOFT  REPRESENTATIONS  AND  WARRANTIES

Emagisoft  hereby  represents  and  warrants  to  Neader,  as  follows:

     4.1  AUTHORIZATION.
          -------------

Emagisoft  has  the full power and authority to enter into this Agreement and to
carry  out  the  transactions  contemplated  hereunder.

     4.2  NO  VIOLATION.
          -------------

Neither the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereunder will violate any provision of the charter or
by-laws  of  Emagisoft  or,  violate,  or  be  in conflict with, or constitute a
default  under,  any  agreement  or commitment to which Emagisoft is a party, or
violate any statute or law or any judgment, decree, order, regulation or rule of
any  court  or  governmental  authority.

5.     CONFIDENTIALITY  AND  NON-DISCLOSURE

During  and  after  the  term  of  this  Agreement,  Neader  shall  maintain the
confidentiality  of  and  shall not furnish, release, disclose or otherwise make
available  to  third  parties, in any form whatsoever, without the prior written
consent  of  Emagisoft,  any  names,  addresses,  telephone  or telefax numbers,
business  plans, subscription agreements, private placement memoranda, financial
projections  or  other  information,  written  or  oral  (the  "Confidential
Information"),  relating,  in  any  manner,  to  any  investment  of  capital in
Emagisoft made by any contact introduced by Neader hereunder.  Neader recognizes
and  acknowledges  that  the  Confidential  Information  shall be considered the
property  of  Emagisoft  and  that  Emagisoft has expended considerable time and
expense  in  obtaining  and  developing  the  Confidential  Information.

6.     INJUNCTIVE  RELIEF

In  the event of a breach or threatened breach of the provisions of Section 5 of
this  Agreement, Neader agrees that Emagisoft shall be entitled to an injunction
enjoining  and  restraining  such  breach  or  threatened  breach and such other
remedies  as may be available to Emagisoft.  Neader agrees and acknowledges that
a  breach  or  threatened  breach  of  the  provisions  of Section 5 shall cause
Emagisoft  to  suffer  irreparable  damages,  including Emagisoft's inability to
prove  specific  money  damages.

7.     MERGER  OF  EMAGISOFT

Emagisoft  and  Neader  acknowledge and agree that the rights and obligations of
the  parties  in  this  Agreement  shall  remain  in  full  force  and  effect,
notwithstanding  the  merger  of  Emagisoft  into  another  corporation or other
business.  In  such event, it is expressly agreed that the surviving corporation
or  business  of  such  merger  shall  be bound by and comply with the terms and
conditions  of  this  Agreement, including the compensation payable to Neader in
Exhibit  A.

                                       64
<PAGE>

8.     INDEMNIFICATION

Emagisoft  shall indemnify and hold Neader harmless from and against any claims,
causes  of action, suits, demands, obligations, liabilities, damages, judgments,
costs  and  expenses  by  reason  of  or resulting from the services rendered by
Neader  under this Agreement, except where the same shall arise due to the gross
negligence  or  willful  misconduct  of Neader.  It is expressly understood that
Neader  shall  have  no involvement in or responsibility or liability for any of
the  following  matters:  (a)  the  offer  and/or  sale  to  investors  or other
purchasers of securities of Emagisoft, (b) regulatory securities filings made or
required to be made by Emagisoft, or (c) compliance of Emagisoft with securities
laws  and  regulations.  Emagisoft shall indemnify and hold Neader harmless from
and  against  any  claims,  causes  of  action,  suits,  demands,  obligations,
liabilities,  damages,  judgments,  costs and expenses by reason of or resulting
from  any  of  the  foregoing  matters.

Neader  shall indemnify and hold Emagisoft harmless from and against any claims,
causes  of action, suits, demands, obligations, liabilities, damages, judgments,
costs  and  expenses  by  reason  of  or  resulting from the gross negligence or
willful  misconduct of Neader in rendering services under this Agreement or with
respect  to  securities  laws  liabilities  arising from information provided or
statements  made  by  Neader  to investors and other purchasers of securities of
Emagisoft.

9.     TERM

The term of this Agreement shall commence upon execution hereof by Emagisoft and
Neader,  and  shall  continue  for  a  period of one (1) year, unless terminated
sooner by Neader upon giving Emagisoft at least thirty (30) days written notice.

10.     MISCELLANEOUS

     10.1  AMENDMENT  AND  MODIFICATION.
           ----------------------------

This  Agreement may only be amended or modified by a writing signed by the party
against  whom  enforcement  of  any  such  amendment  or modification is sought.

     10.2  NOTICES.
           -------

Any  written  notice  to be given hereunder by a party to the other party may be
effected  by  personal  delivery,  facsimile  transmission  or  by mail, postage
prepaid with return receipt requested.  Mailed notices shall be addressed to the
parties  at  the  addresses  appearing  in  the  introductory  paragraph of this
Agreement,  but any party may change his address by written notice in accordance
with  this Agreement.  Notices delivered personally or by facsimile transmission
shall  be  deemed to have been given upon actual receipt thereof; mailed notices
shall  be  deemed  communicated  as  of  three  (3)  days  after  mailing.

     10.3  ASSIGNMENT.
           ----------

This  Agreement  shall  be  binding upon and inure to the benefit of the parties
hereto  and  their respective successors and assigns, but neither this Agreement
nor  any  of the rights, interests or obligations hereunder shall be assigned by
either  party  without  the  prior  written  consent  of  the  other  party.

10.4  PUBLICITY.
      ---------

Neither Neader nor Emagisoft shall make or issue, or cause to be made or issued,
and  public  announcement or other disclosure of this Agreement or the terms and
conditions  thereof  without  the  prior  written  consent  of  the other party;
provided,  however, this provision shall not apply to any public announcement or
other  disclosure  required  to  be  made by law or by rule or regulation of any
federal  or state governmental authority, except that the party required to make
such  public  announcement  or  disclosure  shall  consult  with the other party
concerning  the  timing  and  content  of such public announcement or disclosure
before  it  is  made.

     10.5  GOVERNING  LAW.
           --------------

This  Agreement  shall  be  governed by and construed and enforced in accordance
with  the  laws  of  the  State  of  Florida.

     10.6  LITIGATION.
           ----------

The  prevailing  party  in  any  litigation  relating  to  the  interpretation,
application  or enforcement of any provision of this Agreement shall be entitled
to  recover  against  the  other  party  costs  and  reasonable attorneys' fees.

                                       65
<PAGE>

     10.7  COUNTERPARTS.
           ------------

This Agreement may be executed in counterparts, each of which shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.

10.8  HEADINGS.
      --------

The  headings  in this Agreement are inserted for convenience only and shall not
constitute  a  part hereof or affect in any way the meaning or interpretation of
this  Agreement.

     10.9  ENTIRE  AGREEMENT.
           -----------------

This  Agreement,  including Exhibit A hereto, sets forth the entire agreement of
the parties hereto and supersedes any prior agreements or understanding, whether
oral  or  written,  between  the  parties.

     10.10  FURTHER  ASSISTANCE.
            -------------------

Each  party agrees that it shall from time to time take such further actions and
execute  such additional instruments as may be reasonably necessary to implement
and  carry  out  the  intent  and  purpose  of  this  Agreement.


IN  WITNESS  WHEREOF,  the  parties  hereto have caused this Business Consultant
Agreement  to  be  duly  executed  as  of  the day and year first above written.


WITNESSES:                              EMAGISOFT  TECHNOLOGIES,  INC.



                                          /s/ Kyle E. Jones
------------------------------            --------------------------------------
                                   Title: President  &  CEO

------------------------------


WITNESSES:



------------------------------                /s/ James S. Neader
                                              ----------------------------------
                                              JAMES  S.  NEADER

------------------------------

                                       66
<PAGE>


                                    EXHIBIT A
                                    ---------


COMPENSATION  PAYABLE  TO  NEADER

Upon  execution  of  the  Agreement, Emagisoft shall issue and deliver to Neader
and/or  his  designee(s)  SIXTY  THOUSAND  (60,000)  shares  of  Common Stock of
Emagisoft,  which  shares  shall be unregistered and restricted under applicable
Federal  and  State  securities  laws.

On  an  ongoing  basis  during  the  term  of  this  Agreement, Emagisoft and/or
Subsidiaries  shall  pay  a  commission  of  FIVE  PERCENT  (5%) on any sales of
products  and/or  services  as  a  result  of  an  introduction  made by Neader.
Emagisoft  and  Subsidiaries  will  pay commissions to Neader within thirty (30)
days  after  receipt  of  payment  from  the  customer  introduced  by  Neader.

                                       67
<PAGE>


                EXHIBIT  10.4  OPTION AGREEMENT FOR PROMOTIONAL SERVICES BETWEEN
                               GARY SHEFFIELD AND EMAGISOFT TECHNOLOGIES, INC.


December  30,  1999



Mr.  Gary  Sheffield
850  Pinellas  Point  Drive  South
St.  Petersburg,  Florida  33705

Re:  Promotional  Arrangement

Dear  Gary,

We  are  pleased that you have taken an interest in Emagisoft Technologies, Inc.
We  see  great  things happening with the Quicksuite Family of Software Products
and  believe  the  Company  is  poised  for  success.

This  will confirm our agreement to grant you a stock option in consideration of
you  performing  certain  promotional activities on behalf of the Company.  Your
high  profile  and  many  public  contacts  in  your  baseball career provide an
opportunity  for  significant  exposure  of  Emagisoft.

It  is  our  intention  to  provide you with promotional items including shirts,
caps, etc. with Emagisoft logos (including Emagisoft, QuickSuite and Interactive
Media  Solutions)  for you to wear in public and during media events.  You agree
to  wear  those  items  as  much as possible to provide adequate exposure of the
logos.  In  addition,  we  will  assist you and provide you with the appropriate
information  that you will give in response to inquiries about the company.  You
also  agree to include information about the Company and or its subsidiaries, to
be  provided  by  the Company, on web sites and web cards that you have produced
for public distribution.  The term of this agreement is three (3) years from its
execution.

In  consideration  for  performing  the  promotional activities above, Emagisoft
Technologies,  Inc.  will  grant  to  you,  upon execution of this agreement, an
option  to purchase One Hundred Thousand (100,000) shares of its common stock at
$2.00  per  share.  The transferability of the shares to be issued upon exercise
of  the  option  will  be restricted, and any stock certificate representing the
option  shares  will  bear  a  restrictive  transfer legend.  The option will be
exercisable,  in  whole  or in part, the earlier of twenty-four (24) months from
the  date  hereof  or  twelve months following the date of the Company's Initial
Public  Offering  of  shares  of common stock to the public.  The option will be
exercisable  for  a  three  (3)  year  term  after  the  date  initially becomes
exercisable.  The  option  will  not  be  assignable  without the consent of the
Company.

The  number  of  shares  of common stock subject to the option will be equitably
adjusted  in  the  event  of  any change in the issued and outstanding shares of
common  stock  of  Emagisoft  by  reason  of  any  stock  split, stock dividend,
recapitalization,  merger,  or  other  similar  corporate  change.

The  option will be subject to cancellation by the Company in the event you fail
to perform the agreed upon promotional activities to the reasonable satisfaction
of  the  Company.

We  look  forward  to and value your participation in the growth of our Company.

If  you  are  in  agreement  with the foregoing, please sign below and return an
original  copy  to  us.

Sincerely,

/s/  Kyle  E.  Jones
------------------------------
Kyle  E.  Jones
President/CEO


I  understand  and  accept  the  terms  of  the  agreement  above:


/s/  Gary  Sheffield                      12/30/99
------------------------------          ----------------
Gary  Sheffield                             Date


                                       68
<PAGE>


                                EXHIBIT  21.1  SUBSIDIARIES  OF  THE  REGISTRANT

  Emagisoft  Technologies,  Inc.

  Emagisoft  Corporation  -  Wholly-owned  subsidiary of Emagisoft Technologies,
                             Inc.

  Interactive  Media  Solutions,  Inc.  -  Wholly-owned  subsidiary of Emagisoft
                                           Corporation




       EXHIBIT  21.2 STOCK PURCHASE AND SALE BETWEEN NET ADVANTAGE, INC. (NKA)
                     EMAGISOFT CORPORATION AND INTERACTIVE MEDIA SOLUTIONS, INC.


                        STOCK PURCHASE AND SALE AGREEMENT
                                  BY AND AMONG
                              NET ADVANTAGE, INC.,
                        INTERACTIVE MEDIA SOLUTIONS, INC.
                                       AND
                               ROGER W. FINEFROCK



This  Stock  Purchase  Agreement ("THE AGREEMENT"), dated as of the 20th  day of
July,  1999 is made and entered into by and among NET ADVANTAGE, INC., a Florida
corporation  ("PURCHASER"),  INTERACTIVE  MEDIA  SOLUTIONS,  INC.,  a  Florida
corporation  ("IMS")  and  ROGER  W.  FINEFROCK  ("SELLER").

                              W I T N E S S E T H:

     WHEREAS,  the Seller desires to sell, and Purchaser desire to purchase, One
Thousand  [1000]  shares  of  common  stock  of IMS ("THE SHARES"), which shares
constitutes  one  hundred percent (100%) of the issued and outstanding shares of
capital  stock  of  the  IMS;

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


     1.     SALE  AND  PURCHASE  OF  THE  SHARES;  CLOSING.
            ----------------------------------------------

Seller  agrees  to  sell  to the Purchaser, and the Purchaser agrees to purchase
from  Seller,  the  Shares  upon the terms and subject to the conditions herein.
The closing of the transactions contemplated by this Agreement ("CLOSING") shall
occur  on the date hereof at the law offices of Purchaser's counsel, Englander &
Fischer, P.A., 721 First Avenue North, St. Petersburg, Florida, or at such other
time  and  place  as  the  parties  shall  mutually  agree.


     2.     PURCHASE  PRICE;  METHOD  OF  PAYMENT.
            -------------------------------------

     The  purchase  price to be paid by Purchaser to Seller for the Shares shall
be  FIFTY  THOUSAND  AND  ($50,000.00)  NO\100  DOLLARS  plus  the  Purchaser's
conveyance  to  the Seller of One Hundred Forty Three Thousand (143,000) Class A
Voting  Common  Stock  ("PURCHASE  PRICE").

     3.     CLOSING;  DELIVERY  OF  SHARES.
            ------------------------------

3.1  Closing  shall occur at the offices of the Purchaser's counsel, Englander &
Fischer,  P.A.,  721  First  Avenue North, St. Petersburg, Florida commencing at
9:00  AM  on a date mutually agreeable to both Purchaser and Seller ("CLOSING").

3.2  At  Closing,  Seller  shall  deliver  to  the  Purchaser  the  Certificate
representing  the Shares, duly endorsed for transfer to the Purchaser. After the
Closing,  the  parties  shall  execute and deliver such additional documents and
take  such  additional actions as any party or his or its counsel may reasonably
deem  to  be  practical  and  necessary  in order to consummate the transactions
contemplated  by  this  Agreement.

                                       69
<PAGE>


     4.     REPRESENTATIONS  AND  WARRANTIES  OF  SELLER  AND  IMS.
            ------------------------------------------------------

     4.1  The  Seller  individually  and  jointly, on behalf of himself and IMS,
represents  and warrants to Purchaser that the following statements are true and
complete  as  of  the  date  hereof  and  will be correct and complete as of the
Closing  (as though made then and as though the Closing were substituted for the
date  of  this  Agreement  throughout  this  Section):

     (a)     Execution,  Delivery,  and Validity.  The Seller has full capacity,
             ------------------------------------
power  and  authority  to  make,  execute,  deliver, perform and consummate this
Agreement  and  the  other documents and instruments required or contemplated by
this  Agreement.  This  Agreement has been duly executed and delivered by Seller
and  constitutes  legal,  valid  and  binding  obligations  of such shareholder,
enforceable  against such shareholder in accordance with their respective terms.

     (b)     Ownership  of  Shares.  Seller  is the lawful record and beneficial
             ----------------------
owner  of  that  number  of  the  Shares  which  is  set  forth  opposite  such
shareholder's  name  on  the  disclosure  schedule attached hereto as Exhibit 1.
Seller  owns  no  other  equity  interest,  option,  debenture or other right to
purchase  or  acquire shares in IMS other than as is set forth opposite the name
of  the  Seller  on  the  exhibit.  Seller  is  in  possession  of  certificates
evidencing  his  ownership  of  IMS owned by him (or has delivered to IMS a duly
executed  lost  certificate  affidavit  which  complies with the requirements of
IMS's bylaws or the reasonable request of Purchaser's counsel), all of which are
fully  paid  and  non-assessable.  Seller  has good title to the Shares, with no
restrictions  on  voting  rights  and  other  incidents of record and beneficial
ownership, and the absolute right to sell and transfer such is free and clear of
all  claims,  liens,  pledges, security interests, restrictions on voting rights
and  the  other  incidents  of record and beneficial ownership, and the absolute
right  to  sell and transfer such shares is free and clear of all claims, liens,
pledges,  security  interests,  restrictions  or  encumbrances  of  any  nature
whatsoever.  There  are  no  voting  trusts,  shareholder  agreements  or  other
understandings between Seller and any other person or entity with respect to the
voting  of  or  any  other  matters  with  respect  to  the  IMS  Shares.  Upon
consummation  of the purchase and sale of the shares pursuant to this Agreement,
the  Seller will convey to Purchaser good and marketable title to the IMS shares
(including  any  IMS  shares  issued  upon good exercise of IMS options, if any)
owned  by  the  Seller,  free  and clear of all claims, liens, pledges, security
interests,  restrictions  or  encumbrances  of  any  nature  whatsoever.

     (c)     Organization  and  Existence  of  IMS.  IMS  is  duly organized and
             --------------------------------------
validly  existing  under  the laws of the laws of the State of Florida, with all
requisite  power  and  authority  to own all of its properties and assets and to
carry on its business as it is now being conducted.  IMS is duly qualified to do
business  and  is  in good standing in all jurisdictions where the nature of its
business  makes  such qualification necessary, except where the failure to be so
qualified  would  not  have a material adverse effect on IMS.  IMS does not own,
directly  or  indirectly,  any  capital  stock  of  any other corporation or any
equity,  profit  sharing,  participation  or  other interest in any corporation,
Limited  Liability  Company,  partnership,  joint  venture  or  other  entity.

     (d)     Execution,  Delivery,  and Validity.  IMS has full right, power and
             ------------------------------------
authority  to  make, execute, deliver, perform and consummate this Agreement and
the  other documents and instruments required or contemplated by this Agreement.
The  execution,  delivery  and  performance  of  this  Agreement  and  all other
agreements and instruments contemplated hereby to which IMS is a party have been
duly authorized and approved by IMS's Board of Directors, in complete conformity
to  IMS's  Bylaws.  This  Agreement  and  all  other  agreements and instruments
contemplated  hereby to which IMS is a party have been duly and validly executed
and  delivered  by  IMS,  and  each  constitutes  the  legal,  valid and binding
obligations  of  IMS,  enforceable  against  IMS  in  accordance with its terms.

     (e)     Non-Contravention.  The execution, delivery and performance of this
             ------------------
Agreement  and  the  consummation  of  the  transactions  contemplated hereby or
compliance  with  the  fulfillment  of the terms and provisions hereof or of any
other  agreement  or  instrument  contemplated  hereby, do not and will not: (i)
conflict  with or result in a breach of any of the provisions of the Articles of
Incorporation  or  By-Laws  of IMS or any agreement among IMS's shareholders and
IMS with respect to the Seller's shares; (ii) contravene in any material respect
any law, rule or regulation or any order, writ, award, judgment, decree or other
determination  which affects or binds IMS or any of its properties or assets; or
(iii)  will result in a breach of, constitute a default under, or give rise to a
right  of  acceleration,  termination  or  the imposition of penalties under any
material  contract, deed of trust, mortgage, trust, lease, governmental or other
license,  permit  or other authorization, contract, agreement, note or any other
agreement,  instrument or restriction to which IMS is a party or by which any of
its  properties  or  assets  may  be  affected  or  bound.

     (f)     Consents.  No  material authorization, consent, approval, permit or
             ---------
license  of,  or  filing  registration  with, any governmental or public body or
authority, any lender or lessor or any other person is required to authorize, or
is  required  in connection with, the execution, delivery and performance by IMS
of  this  Agreement  or  the  agreements  contemplated  hereby.

                                       70
<PAGE>

     (g)     Capitalization  of  IMS.
             ------------------------

     (i)     Exhibit  2 discloses the true and accurate capitalization of IMS as
of  the  date  hereof  and  as of the Closing. All of the issued and outstanding
shares  of  IMS  Common  Stock have been duly authorized and are validly issued,
fully  paid  and  non-assessable.

     (ii)     Neither  the  Seller nor any IMS shareholder owns or possesses any
options, warrants, equity appreciation or other equity linked rights of IMS, nor
purchase rights, subscription rights, conversion rights, exchange rights, equity
appreciation, or other contracts or commitments that could require IMS to issue,
sell  or  otherwise  cause to become outstanding any additional capital stock or
that  relate  in  any  way  to  IMS  capital  stock.

(iii)  No  shares  of  IMS  capital  stock  have been issued in violation of any
preemptive  rights  or  anti-dilution  right, and no shares of IMS capital stock
have  been  issued  in  violation  of  any  federal  or  state  securities  law.

     (h)     Corporate  Records.  IMS  has  delivered  to  Purchaser  true  and
             -------------------
complete copies of IMS's Articles of Incorporation and Bylaws as in effect as of
the  date  hereof,  which  Articles  and  Bylaws  will not be amended changed or
altered  through  the  date  of Closing.  The minute book of IMS, which has been
made  available  to  Purchaser,  contain  the  minutes  of  all meetings of, and
consents  to  all  actions taken without meetings by, the IMS Board of Directors
(and  any  committee thereof) and the shareholders of IMS since the formation of
IMS.

     (i)     Financial  Statements.  IMS  has furnished to Purchaser each of its
             ----------------------
financial  statements,  which  are  unaudited  (COLLECTIVELY,  THE  "FINANCIAL
                                                                     ---------
STATEMENTS").  The  Financial  Statements  accurately  reflect  the  books  and
        --
accounts of IMS and fairly present the financial position of IMS as of the dates
given  and  the  results  of  operations  of  IMS  for  the  periods  indicated.

     (j)     Undisclosed Liabilities.  Except as set forth in Exhibit 3 attached
             ------------------------
hereto,  IMS  has  no  liabilities  or  obligations  of  any  type,  nature  or
description,  known  or  unknown,  asserted  or  unasserted, direct or indirect,
absolute  or  contingent,  other  than  those  which  have  been incurred in the
ordinary  course  of  business,  and none of which is a liability resulting from
breach of contract, breach of warranty (other than an ordinary course warranty),
fraud  or  other  tort,  infringement  or  lawsuit).

     (k)     Absence  of  Certain  Changes.  There  has  not  been:  (i)  any
             ------------------------------
transaction  not  in  the  ordinary  course of IMS's business; (ii) any material
adverse change in the assets, liabilities (whether absolute, accrued, contingent
or  otherwise),  business  or  prospects  of  IMS  taken  as  a whole; (iii) any
mortgage,  pledge  or  subjection  to  lien, charge, or encumbrance of any kind,
except  liens  for taxes not due, of any of IMS's properties or assets; (iv) any
amendment,  modification  or  termination  of  any  materiel  lease, contract or
agreement  to  which  IMS  is  a  party;  (v)  any increase in, or commitment to
increase,  the  compensation  payable  or  to  become  payable  to  any officer,
director, employee or agent of IMS, or bonus payment or similar arrangement made
to  or  with  any  of  such officers, directors, employees or agents, other than
routine  increases  made in the ordinary course of business; (vi) any occurrence
or  assumption of any liability, except for liabilities incurred in the ordinary
course  of  business and consistent with past practices; (vii) any alteration in
the  manner  of  keeping  the  books,  accounts  or  records  of  IMS, or in the
accounting  practices  therein  reflected; or (viii) any sale or transfer of any
IMS's  assets  or  any  cancellation  of  any  debts or claims other than in the
ordinary  course  of  business.

     (l)     Related  Party  Transactions.  IMS  has  not  been  a  party to any
             -----------------------------
material  transaction  (other  than  employee  compensation  and  other ordinary
incidents  of  employment)  with a person who was, at the time, a Related Party,
and IMS currently has no contractual obligations to any Related Party.  "Related
Party"  means  any  present or former officer or director of IMS, any present or
former  holder  of any shares of the issued and outstanding common stock of IMS,
or  any  other  person who, to the knowledge of IMS, at the time relevant to the
determination,  is  or  was  a  spouse,  child, parent, or sibling of any of the
aforementioned persons or is or was a trust or similar entity for the benefit of
any  of  the  foregoing persons.  Except as set forth on the disclosure schedule
corresponding  to this Section, no material property or interest in any material
property  which is used in the operations of IMS or any Intellectual Property of
IMS  is  owned  by  or  leased  or  licensed  by  or  to  any  Related  Party.

                                       71
<PAGE>

     (m)     Litigation.  There  are  no  actions,  suits,  claims,  audits,
             -----------
investigations, or proceedings (judicial, administrative or arbitration) pending
or,  to  the  knowledge  of  the Seller or IMS, threatened or any facts known to
Seller  or  IMS  which  could  given  rise  to  any  actions,  suits,  claims,
investigations  or  proceedings,  against  IMS,  whether at law or in equity and
whether  civil or criminal in nature, before or by any federal, state, municipal
or  other  court,  arbitrator,  governmental  department,  commission, agency or
instrumentality,  domestic  or foreign.  Nor are there any judgments, decrees or
orders  of  any  such  court,  arbitrator,  governmental department, commission,
agency  outstanding  against  either  the Seller or IMS (i) which have, or could
reasonably  be  expected  to  have,  a  material  adverse  effect on the assets,
liabilities or prospects of the business of IMS, or (ii) which seek specifically
to  prohibit,  restrict  or  delay consummation of the transactions contemplated
hereby  or  fulfillment  of  any  of  the  conditions  of  this  Agreement.

     (n)     Compliance  with Laws.  IMS, its property and assets, and IMS's use
             ----------------------
of  the  real  property  on  which  its  business  is  currently conducted is in
compliance  in  all  material  respects  with  all  applicable  statutes,  laws,
ordinances,  rules, regulations, subdivision and plat restrictions, requirements
and  orders  of  governments  and  governmental bodies (federal, state, local or
foreign),  including  without limitation, all zoning rules, and regulations, and
IMS  has  received  no  notice  asserting  any  non-compliance  with  any of the
foregoing.  IMS  has  complied  in all material respects with all administrative
and  judicial judgments, orders or decrees (federal, state, local or foreign) to
which  it  is  currently  subject.

     (o)     Permits and Other Regulatory Matters.  To the knowledge of IMS, IMS
             -------------------------------------
is  in  compliance  in  all  respects  with the terms and conditions of U.S. and
foreign  regulatory  permits, licenses and other governmental authorizations and
approvals  necessary  to the ownership or operation of IMS's properties, if any,
and  the  conduct  of  IMS's  business  as  the  business is currently operated.

     (p)     Taxes.  IMS  has  delivered to Purchaser copies of all original and
             ------
amended  federal,  state,  local  and foreign income tax returns and information
returns  filed  by IMS for each of the fiscal years of its existence, and except
as  specifically set forth in the Exhibit attached hereto:  (i) IMS has duly and
timely  filed  or  caused  to  be  filed all tax returns and information returns
required  to  be  filed by it or for which it may be held responsible;  (ii) all
such  tax  returns are true and accurate in all material respects; (iii) IMS has
paid  all taxes due and payable and any deficiencies or assessment notices which
have  been  received by it; (iv) no income, information, business or occupation,
or franchise tax returns of IMS have been audited by the taxing authorities; (v)
there  are  no  agreements,  waivers  or  other  arrangements  providing  for an
extension  of  time  with respect to the filing of any tax returns of IMS or the
payment  by,  or  the assessment against, IMS of any taxes, assessments or other
governmental  charges,  duties, penalties, interest, or fines (SUCH GOVERNMENTAL
CHARGES, DUTIES, PENALTIES, INTEREST AND FINES BEING COLLECTIVELY REFERRED TO AS
"OTHER  CHARGES"); and (vi) there are no suits, actions, claims, investigations,
inquiries  or  other  proceedings  pending or to the knowledge of IMS threatened
against  IMS  in  respect of taxes, assessments or Other Charges, or any matters
under  discussion with any governmental authority relating to taxes, assessments
or  Other  Charges,  or  any  claims  or  additional taxes, assessments or Other
Charges  asserted  by  any  such  authority.

     (q)     Contracts  and Leases.  All manufacturing, marketing, distribution,
             ----------------------
sales,  service,  license,  provider,  consulting,  employment  and  severance
agreements  to  which  IMS  is  a  party, all confidentiality or non-competition
agreements  to which IMS is a party either for the benefit of a third party, all
contracts with any Related Party (or any affiliate of a Related Party), all real
and  personal  property  leases  and  other  contracts,  agreements,  licenses,
franchises,  commitments and other similar agreements to which IMS is a party or
by  which  any of its assets are bound (COLLECTIVELY, THE "CONTRACTS") have been
disclosed  and provided to the Purchaser. IMS has delivered or made available to
Purchaser  a  correct  and  complete  copy  of  (or a written description of the
significant  terms  of)  each  of  the  Contracts,  as  amended  to  date.

          (i)  The  Contracts  are  valid and binding obligations of the parties
thereto  and  are in full force and effect, enforceable in accordance with their
respective  terms;

          (ii)  As  of  the  date hereof, IMS has performed and will continue to
perform  through  the  date  of Closing, all material obligations required to be
performed  by  it  under  the  Contracts;

          (iii)  Neither  IMS  nor,  to the knowledge of IMS, any other party of
the  Contract is in default thereunder (as to payments due or otherwise) nor has
any  event  occurred  which,  with  notice or the passage of time or both, could
constitute  a  default  thereunder;

          (iv)  IMS  has  not  released  or  waived any material right under any
Contract.

                                       72
<PAGE>

     (r)     Title  to  Assets.  All  of  the  material  tangible  assets  and
             ------------------
properties  of  IMS are located at IMS's principal place of business in Pinellas
County,  Florida.  IMS  owns  and  has  good  and marketable title to all of its
material  properties  and  assets,  free  and  clear  of  all  liens,  claims,
encumbrances, equities, security interests, charges and restrictions, except for
liens,  if  any,  for  taxes  not due and for any liens and the like in favor of
Purchaser.  No  currently  effective  financing  statement  under  the  Uniform
Commercial Code with respect to any of the properties and assets of IMS has been
filed in any jurisdiction, and neither IMS, nor anyone on its behalf, has signed
any  financing  statement  or  security agreement authorizing anyone to file any
financing  statement, lien or other encumbrance against any assets or properties
of  IMS.

     (s)     Insurance.IMS has provided the Purchaser with each and every policy
             ---------
of  insurance  to which it is a party, each of which is in full force and effect
and enforceable in  accordance  with  its  terms.

     (t)     Labor  and  Employment.
             -----------------------

(i)     Since  the  date  of its legal creation, on August 22, 1994, IMS has not
experienced  any  material  interference  with  or impairment of the business of
IMS   by   labor.   IMS  is  not  experiencing  union  organization  efforts  or
negotiations,  or requests for negotiations, for any representation or any labor
contract  relating  to the employees of IMS.  There are no severance obligations
of  IMS.

(ii)     IMS  has no: (A) contracts with labor organizations or other collective
bargaining  agreements;  (B)  contracts  with  any of its officers, directors or
other  employees; (C) contracts with independent contractors or consultants; (D)
"employee  benefit  plans" as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"); (E) "employee welfare benefit
                                          -----
plans"  as  defined  in Section 3(1) of ERISA that provide medical, health, life
insurance  or  other  welfare-type  benefits  for  current or future retirees or
former employees of IMS or their spouses or dependents (other than in accordance
with  Part 6 of Subtitle B of Title I of ERISA and Code Section 4980B ("COBRA");
                                                                        -----
(F)  other  profit  sharing,  deferred  compensation, bonus, stock option, stock
purchase,  welfare,  vacation, holiday, sick pay, or other plans or arrangements
for  the  benefit of employees maintained or contributed to by IMS; (G) employee
regulations or handbooks which relate in any way to the employees of IMS; or (H)
former  employees  of  IMS or their spouses or dependants currently receiving or
entitled  to  receive  medical,  life  insurance  or other welfare-type benefits
pursuant  to  COBRA.

(iii)     IMS  has  complied  in all material respects with all applicable laws,
rules  and  regulations  relating  to  the  employment of labor, including those
relating  to  nondiscrimination,  wages,  hours,  collective  bargaining and the
payment  and  withholding  of  taxes  and  other sums as required by appropriate
governmental  authorities.  IMS  has  complied in all material respects with all
applicable  laws, rules and regulations relating to employee benefits, including
ERISA,  and  with the requirements of COBRA.  No unfair labor practice complaint
is pending against IMS before the National Labor Relations Board or any state or
local  agency,  nor has any charge of discrimination been filed against IMS with
the Equal Employment Opportunity Commission or any similar state or local agency
at  any  time  during  the  three-year  period  preceding  the  date  hereof.

(iv)     A  true,  complete  and  correct  list  as  of  the date hereof, of all
employees  and officers of IMS and their compensation is set forth in Exhibit 4.

     (u)     Environment,  Health  and  Safety. IMS has complied in all material
             ----------------------------------
respects  with,  and is in compliance in all material respects with, any and all
Environmental  Laws  (as hereafter defined), and no claim, action, suit, demand,
proceeding  (including  administrative  proceeding),  or notice of violation has
been  filed  or  commenced  against  IMS alleging any failure to comply with any
Environmental Laws or alleging any actual or potential liability thereunder.  In
addition,  and  without  limiting the generality of the foregoing, except as set
forth  on  the disclosure schedule corresponding to this Section and except that
this  representation  and  warranty  is  qualified  by  materiality:

     (i)     There  are  no facts, events, circumstances, activities, practices,
incidents,  actions,  plans  or conditions related to past or present operations
conducted  by  IMS  on or off the properties, facilities or premises on which it
has  conducted  or  operated  business  that could form the basis for any claim,
action, demand, suit, proceeding (including administrative proceeding), hearing,
notice of violation or liability under the Comprehensive Environmental Response,
Compensation  and  Liability Act of 1980, the Resource Conservation and Recovery
Act  of  1976,  the  Federal  Water  Pollution  Control  Act  of 1974, the Toxic
Substances  Control  Act of 1976, the Refuse Act of 1989, the Emergency Planning
and  Community  Right-to-Know Act of 1986, each as amended, or any other law (or
rule  or  regulation  thereunder)  of  any  federal,  state,  local  or  foreign
government  (or  agency  thereof)(including  common  law), concerning release or
threatened release of any Hazardous Substance (as hereafter defined), pollution,
protection  of  worker  health  and  safety  or  protection  of  the environment
(collectively,  "Environmental  Laws").
                 -------------------

                                       73
<PAGE>

(ii)     IMS  has  not  generated,  treated,  stored,  handled,  transported  or
disposed  of  any  substance, arranged for disposal of any substance or owned or
operated  any  property or facility in any manner which could form the basis for
any present or future claim, suit, hearing, proceeding (including administrative
proceeding),  demand or action (under the common law or pursuant to any statute)
seeking  cleanup  of or compensation for damage to any site, location or body of
water  (surface  or  subsurface) or compensation for illness or personal injury.

(iii)     IMS  has  not (A) taken any action or failed to act in any manner that
could  form  the  basis for any claim or liability under the Occupational Safety
and  Health Act, as amended, or any other law (or rule or regulation thereunder)
of  any  federal,  state,  local  or  foreign  government  (or  agency  thereof)
(including  common  law)  concerning worker health and safety or (B) exposed any
employee  to  any  substance  or  condition  which  could form the basis for any
present  or  future  claim,  suit, hearing, proceeding (including administrative
proceeding),  demand  or  action  (under  the common law or pursuant to statute)
seeking  compensation  for  property  damage  or  illness  or  personal  injury.

(iv)     IMS  has  obtained and has complied in all material respects, all terms
and  conditions  of  all  permits,  licenses  and other authorizations which are
required  under,  and  has  complied  in  all  material  respects with all other
limitations,  restrictions,  conditions,  standards, prohibitions, requirements,
obligations,  schedules and timetables which are contained in, all Environmental
Laws,  including  rules,  codes, plans, orders, decrees, judgments, injunctions,
and  regulations  thereunder,  including laws relating to emissions, discharges,
releases  or  threatened  releases  of  pollutants,  contaminants,  chemical  or
industrial,  hazardous  or  toxic  materials or wastes into ambient air, surface
water,  ground  water  or  lands  or  otherwise  relating  to  the  manufacture,
processing,  distribution,  use,  treatment,  storage,  disposal,  transport  or
handling of pollutants, contaminants, chemical or industrial, hazardous or toxic
materials  or  wastes.

(v)     No real property owned, operated or used by IMS contains any underground
storage  tanks,  materials  or  equipment containing asbestos or polychlorinated
biphenyls,  or  landfills,  surface  impoundments  or  waste  disposal  areas.

(vi)     IMS  has  not,  either  expressly  or  by  operation of law, assumed or
undertaken  any  liability,  including,  without  limitation, any obligation for
corrective or remedial action, of any other person or entity with respect to any
Environmental  Laws.

(vii)     On  and  prior  to  the  Effective  Date,  IMS has not buried, stored,
spilled,  leaked, discharged, emitted, released, placed or located any Hazardous
Substance  on any real property owned, operated or used by IMS.  As used herein,
"Hazardous Substance" means any hazardous or toxic substance, material or waste,
 -------------------
which  is regulated by any local governmental authority, the State of Florida or
the  United States Government.  The term "Hazardous Substance" includes, without
limitation:  (A)  any  material  or  substance  which  is listed or defined as a
"hazardous  waste"  "extremely  hazardous waste", "restricted hazardous waste" ,
"hazardous substance" or "toxic substance" under any municipal, state or federal
law,  code or other regulation; (B) petroleum; (C) asbestos; (D) polychlorinated
biphenyl;  (E)  any  material  or  substance which is designated as a "hazardous
substance"  pursuant  to Section 311 of the Federal Water Pollution Control Act,
as  amended; (F) any material or substance which is defined as "hazardous waste"
pursuant  to Section 1004 of the Federal Resource Conservation and Recovery Act,
as  amended;  (G)  any  material  or  substance  which is defined as a Response,
Compensation  and Liability Act, as amended; (H) any material or substance which
is defined as a toxic substance in the Toxic Substances Control Act, as amended;
or  (I)  any  substance  which  contaminates  soil  or  ground  water and causes
degradation  of the soil and/or water to the extent that remediation efforts are
needed  to  restore  the  soil  or  water  to  its  natural  state.


4.2  Seller  and  IMS  acknowledge that neither Leonard S. Englander nor the law
firm  of  Englander  &  Fischer, P.A. have represented the Seller or IMS in this
transaction.  The  Seller  recognizes that Leonard S. Englander and the law firm
of  Englander  &  Fischer,  P.A.  are  Purchaser's  counsel.

     5.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  PURCHASER.
            ----------------------------------------------------

The  Purchaser  hereby  warrants  and  represents  to Seller that as a result of
discussions  with  Seller,  and extensive personal observation of the conduct of
IMS's  business,  Purchaser  has  personally  reviewed and is fully advised with
respect  to the business, financial condition, assets, liabilities and prospects
of IMS.  The Purchaser is purchasing the Shares for investment purposes only and
not  for  resale  or  with  a  view  to the distribution thereof.  The Purchaser
acknowledges  and  agrees  that  the  Shares  have not been registered under the
Securities  Act  of  1933  or  Chapter  517,  Florida  Statutes.


     6.     EMPLOYMENT  AGREEMENT.
            ---------------------

At the Closing, Seller and IMS shall execute and deliver an Employment Agreement
containing,  inter  alia,  the  Seller's  covenant  not  to  compete.

                                       74
<PAGE>

     7.     ENTIRE  AGREEMENT.  This  Agreement  contains  the  entire agreement
            -----------------
between  the  parties  and shall not be modified except in writing signed by the
parties  hereto.


     8.     BENEFIT.  This  Agreement  shall  inure  to  the  benefit  of and be
            -------
binding upon the parties hereto, their respective successors, assigns, heirs and
personal  representatives.


     9.     GOVERNING  LAW.
            --------------

9.1  This  Agreement shall be governed by and interpreted in accordance with the
laws  of  the State of Florida, without reference to principles of choice of law
or  conflicts  of  law  thereunder.

9.2  The  exclusive  venue  of  any  action  brought to enforce or construe this
Agreement  shall  be  St.  Petersburg,  Pinellas  County,  Florida.

9.3  In any action brought to enforce or construe this Agreement, the prevailing
party  shall  be  entitled  to an award of reasonable attorney fees, through all
appeals,  if  any.

                 THE BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY
                                   LEFT BLANK

                                       75
<PAGE>

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


WITNESSES:                             "SELLER"

      /s/  Leonard  Englander                        /s/  Roger  W.  Finefrock
-----------------------------                    ----------------------------
                                                 ROGER  W.  FINEFROCK
     /s/  Frank  P.  Rothschild
-------------------------------

                                                  "IMS"

                                             INTERACTIVE  MEDIA
                                             SOLUTIONS,  INC.,  A  FLORIDA
                                             CORPORATION

    /s/  Leonard  Englander                  BY:     /s/  Roger  W.  Finefrock
---------------------------                      -----------------------------
                                                     ITS  PRESIDENT
   /s/   Frank  P.  Rothschild               ATTEST: /s/  Roger  W.  Finefrock
------------------------------                   -----------------------------
                                                     ITS  SECRETARY


                                       "PURCHASER"

                                             NET  ADVANTAGE,  INC.,  A  FLORIDA
                                             CORPORATION

  /s/  Alex  Danilov                         BY:     /s/  Kyle  E.  Jones
--------------------                               -----------------------
                                                     ITS  PRESIDENT
 /s/  Frank  P.  Rothschild                  ATTEST: /s/ Kyle E. Jones
---------------------------                        -------------------
                                                     ITS  SECRETARY


                                       76
<PAGE>




                                    EXHIBIT 1
                                    ---------

Shareholder  Name          Number  of  Shares

Roger  W.  Finefrock          1000



                                    EXHIBIT 2
                                    ---------



As  of  the  date  hereof and as of Closing, the authorized capital stock of IMS
consisted of 1,000 shares of Common Stock, $.01 par value, of which 1,000 shares
are  issued  and  outstanding.


                                    EXHIBIT 3
                                    ---------

                             UNDISCLOSED LIABILITIES

                                      None


                                    EXHIBIT 4
                                    ---------

Name  of  Employee  or  Officer               Compensation

Roger  Finefrock                              $34,840

David  Stanford                               $28,340

Mike  Miller                                  $20,072

Thomas  Alspaugh                              $25,002

Shane  Verheyen                               $22,500



                                       77
<PAGE>