EMPLOYMENTAGREEMENT

 

       THIS EMPLOYMENT AGREEMENT is entered into as of September 3, 2003 by andbetween **Fortis Enterprises**, a Nevada corporation (the"Company"), and **STEVE CARNES** (the "Executive").

 

WITNESSETH:

 

       WHEREAS, the Company desires to continue to employ the Executive, and theExecutive desires to continue to be employed by the Company, pursuant to theprovisions contained in this Employment Agreement (the "Agreement");

 

       NOW, THEREFORE, in consideration of the premise, and the respectivecovenants and agreements of each of the Company and the Executive contained inthis Agreement, each of the Company and the Executive agrees as follows:

 

ARTICLEI

Employment

 

       1.1 **The Company.**The Company employs the Executive and theExecutive accepts such employment. Subject to the direction of the Board ofDirectors of the Company, the Executive shall serve as the Chairman of theBoard, President and Chief Executive Officer of the Company. The Executive shallhave such responsibilities, perform such duties and exercise such power andauthority as are inherent in, or incident to, the offices of Chairman of theBoard, President and Chief Executive Officer. During the period of hisemployment hereunder, Executive shall devote such of his business time, interestattention, and effort to the faithful performance of his duties hereunder as maybe required by the board of directors from time to time. However, Executive mayserve, on the boards of directors of, and hold any other offices or positionsin, companies or organizations which, in the judgment of the Company's Board ofDirectors (the "Board" as expressed in a written Board Resolution),will not present any conflict of interest with the Company or adversely affectthe performance of Executive's duties pursuant to this Agreement..

 

       1.2**Subsidiary Corporations**. The Executive shall serve as theChairman of the Board, and a principal officer of each of the Company's currentand any future wholly owned or majority owned subsidiaries.

 

ARTICLEII

Term

 

       Subject to the provisions of Article VI below, the term of this Agreement shallbe for a period of three years, commencing as of August 1, 2003 and expiring onJuly 31, 2006.

 

 

ARTICLEIII

Salary

 

 

       3.1**Initial Salary**. In full payment for the obligations to beperformed by the Executive during the term of this Agreement, the Company shallpay to the Executive a salary at an annual rate equal to the sum of Two Hundredand Fifty Thousand Dollars ($250,000.00).

 

       3.2**Payment of Salary**. Payments of salary shall be made to theExecutive in installments from time to time on the same dates payments of salaryare generally made to all senior management employees of the Company. If stocksare issued as compensation, it will be retroactive in accordance with the BoardResolution.

 

       3.3 **Accrual of Salary.** Executive agrees to accrue such portions ofhis salary as deemed relevant by the board of directors until such time as theCompany is adequately capitalized and able to pay such Salary.

 

ARTICLEIV

Bonus

 

       The Executive may receive a bonus for any mergers and acquisitions completed inan amount determined by the Board of Directors of the Company, in itsdiscretion, if and when so determined by the Board of Directors.

 

       A bonus in the amount of $500,000 will be compensated to Executive upon theExecutive successfully completing the opening or merger/acquisition of theCompany's first operating business unit.

 

       A bonus of $250,000.00 will be compensated to Executive for each additionalmerger and/or acquisition and/or business unit start-up the Executive brings tothe Company.

 

       If stocks are issued as compensation, it will be retroactive in accordance withthe Board Resolution.

 

       Any bonus payable to Executive shall be accrued, if deemed necessary by theboard of directors, until such time as the Company is adequately capitalized andable to pay such bonus.

 

ARTICLEV

CertainFringe Benefits

 

       5.1**Generally**. The Executive shall be entitled to receive suchbenefits and to participate in such benefit plans as are generally provided fromtime to time by the Company to its sr. management employees; provided, however,that nothing contained in this Section shall be construed to obligate theCompany to provide any specific benefits to its employees generally.

 

 

       5.2 **Vacations**. The Executive shall be entitled to four weeksvacation time on an annual basis in accordance with such policies as are fromtime to time adopted by the Company's Board of Directors with respect to itssenior management employees.

 

       5.3 **Automobile**. The Company shall provide the Executive anautomobile allowance of $700.00 per month which is to cover costs and expensesrelated to Executive's use of a personal automobile in connection with theperformance of his duties under this Agreement. The automobile allowance shallbe accrued, if necessary, and paid to Executive at such time as the Company isadequately capitalized and able to reimburse/pay Executive for such allowance.

 

       5.4**Stock Options**. The Executive shall be entitled to participatein the Company's stock option plans as may from time to time be in effect and toreceive such incentive or other stock options as may from time to time begranted to him thereunder; provided, however, that nothing contained in thisSection 5.4 shall be construed to obligate the Company, its Board of Directorsor any committee of its Board of Directors to grant any incentive or other stockoption whatsoever to the Executive.

 

       5.5**Life Insurance**. The Company shall purchase and maintain ineffect one or more term insurance policies on the life of the Executive in anaggregate amount of not less than One Million Dollars ($1,000,000). Thebeneficiary of each such policy shall be the person or persons who shall fromtime to time be designated in writing by the Executive to the Company. In theabsence of any written designation to the contrary, the beneficiary of all suchinsurance policies shall be the Executive's spouse. The Company shall purchaseand maintain in effect one insurance policy that covers loss of salary for anydisability that renders the executive unable to perform his duties.

 

       5.6**Reimbursement of Medical Expenses**. The Company shall reimbursethe Executive for the full amount of any medical, dental and optical expensesnot covered under any group medical plan from time to time in effect for thebenefit of Company employees generally. Such coverage shall include withoutlimitation mental health care and treatment and other medical, dental andoptical expenses not covered under the Company's health care plan now orhereafter in effect. The Company may satisfy its obligation to the Executiveunder this Section 5.7 by providing excess medical, dental, optical and otherhealth care insurance coverage for the Executive's benefit.

 

       5.7**Business and Entertainment Expenses**. The Company shallreimburse the Executive for all reasonable business and entertainment expensesrelated to the Executive's position with the Company.

 

ARTICLEVI

Terminationof Employment

 

       6.1**Certain Definitions**. The following terms shall have thefollowing respective meanings when utilized in this Agreement:

 

 

> -  "Bonus"      shall mean, as of a given date, the most recent annual or other bonus      awarded by the Company to the Executive."Cause"      shall mean any action by the Executive or any inaction by the Executive      which constitutes:-  fraud,        embezzlement, misappropriation, dishonesty or breach of trust;a        material breach or violation of any or all of the covenants, agreements        and obligations of the Executive set forth in this Agreement, other than        as the result of the Executive's death or Disability (as hereinafter        defined);a        willful or knowing failure or refusal by the Executive to perform any or        all of his material duties and responsibilities as an officer of the        Company, other than as the result of the Executive's death or        Disability; orgross        negligence by the Executive in the performance of any or all of his        material duties and responsibilities as an officer of the Company, other        than as a result of the Executive's death or Disability;
provided,however, that if the basis for any termination of the Executive's employment bythe Company as set forth in the Termination Notice (as hereinafter defined)delivered by the Company to the Executive is any or all of the definitions ofCause set forth in Sections 6.1(b)(ii), 6.1(b)(iii) or 6.1(b)(iv) of thisAgreement, then, in such event, the Executive shall have fifteen (15) days fromand after the date of his receipt of such Termination Notice to present areasonable plan to cure such action or inaction specified in the TerminationNotice, which plan may require more than twenty (20) days to cure the specifiedaction or inaction, but such plan must be reasonably satisfactory to the Companyand the Executive must proceed diligently to effectuate such plan.
-  "Compensation"      shall mean the sum of the Executive's Salary (as hereinafter defined) and      Bonus."Disability"      shall mean any mental or physical illness, condition, disability or      incapacity which prevents the Executive from reasonably discharging his      duties and responsibilities as an officer of the Company. If any      disagreement or dispute shall arise between the Company and the Executive      as to whether the Executive suffers from a Disability, then, in such      event, the Executive shall submit to the physical or mental examination of      a physician licensed under the laws of the State of Florida, who is      mutually agreeable to the Company and the Executive, and such physician      shall determine whether the Executive suffers from a Disability. In the      absence of fraud or bad faith, the determination of such physician shall      be final and binding upon the Company and the Executive. The entire cost      of such examination shall be paid for solely by the Company.
 
-  "Good      Reason" shall mean:-  the        assignment by the Board of Directors (or the executive committee of the        Board of Directors, if any) to the Executive, without his express        written consent, of duties and responsibilities which results in the        Executive having less significant duties and responsibilities or        exercising less significant power and authority than he had, or duties        and responsibilities or power and authority not comparable to that of        the level and nature which he had, immediately prior to such assignment;the        removal of the Executive from, or a failure to reappoint the Executive        to, his then current position or positions with the Company or its        subsidiaries or affiliates, except (A) with the Executive's express        written consent or (B) in connection with any termination of the        Executive's employment by the Company as the result of the Executive's        Protracted Disability (as hereinafter defined) or for Cause;the        reduction of the Executive's Salary or the reduction of any or all of        the Executive's benefits set forth in Article V above;the        Company's failure to perform on a timely basis its obligations under        this Agreement;the        Company's requiring the Executive, without his express written consent,        to travel on Company business to an extent substantially greater than        the Executive's business travel obligations immediately prior to such        time;the        Company's requiring the Executive, without his express written consent,        to change his place of permanent residency to place outside of Central        Florida;the        Company's moving its executive offices to a place outside of Central        Florida, without the Executive's express written consent; orthe        failure of the Company to obtain the express written assumption of, and        agreement to perform on a timely basis, the Company's obligations under        this Agreement by any successor to the Company as required by Article IX        of this Agreement.
 

 
-  "Protracted      Disability" shall mean any Disability which prevents the Executive      from reasonably discharging his duties and responsibilities as an officer      of the Company for a period of twelve (12) consecutive months."Salary"      shall mean, as of a given date, the Executive's then current annual      salary."Termination      Date" shall mean a specific date not less than forty-five (45) nor      more than ninety (90) days from and after the date of any Termination      Notice upon which the Executive's employment by the Company shall be      terminated in accordance with the provisions of this Agreement."Termination      Notice" shall mean a written notice which sets forth (i) the specific      provision of this Agreement relied upon to terminate the Executive's      employment, (ii) in reasonable detail the facts and circumstances claimed      to provide the basis for the termination of the Executive's employment,      and (iii) a Termination Date.
       6.2 **Termination of Employment**.

 

               (a)     Notwithstanding the provisions of Article II hereof,this Agreement (i) shall automatically terminate upon the death of the Executivepursuant to the provisions of Section 6.3 hereof, (ii) may be terminated at anytime by the Company pursuant to the provisions of Sections 6.4 or 6.5 hereof,and (iii) may be terminated at any time by the Executive pursuant to theprovisions of Section 6.6 hereof.

 

               (b)     If either the Company or the Executive shall desireto terminate the Executive's employment by the Company pursuant to any of theprovisions of Sections 6.4, 6.5 or 6.6 of this Agreement, then, in such event,the party causing such termination shall provide a Termination Notice to theother party.

 

               (c)     If this Agreement shall be terminated pursuant toany of the provisions of this Article VI, the Company shall be discharged fromall of its obligations to the Executive under this Agreement upon the payment tothe Executive of the amount set forth in the Section of this Article VI pursuantto which such termination shall occur. The Executive's sole and exclusive remedyfor the termination of this Agreement, regardless of whether such terminationshall be initiated by the Company or the Executive, and regardless of whethersuch termination shall be with or without Cause, shall be the payment by theCompany to the Executive of the amount set forth in the Section of this ArticleVI pursuant to which such termination shall occur.

 

       6.3**Termination Upon Death of Executive**. If during the term ofthis Agreement the Executive shall die, then the 

 

 

employmentof the Executive by the Company shall automatically terminate on the date of theExecutive's death. In such event, not more than thirty (30) days after the dateof the Executive's death, the Company shall pay to the Executive's estate or asotherwise directed by the Executive's personal representative, an amount in cashequal to any accrued and unpaid compensation due to the Executive (subject toapplicable payroll and/or other taxes required by law to be withheld) determinedas of the date of the Executive's death.

 

       6.4**Disability of Executive**.

 

               (a)     In the event that at any time during the term ofthis Agreement the Executive shall suffer any Disability, then the Company shallbe obligated to continue to pay in the ordinary and normal course of itsbusiness to the Executive or his legal representative, as the case may be, theExecutive's Compensation (subject to applicable payroll and/or other taxesrequired by law to be withheld) from the date that the Executive shall firstsuffer any such Disability to the date that the Executive's employment by theCompany shall be terminated pursuant to any of the provisions of this Agreement.

 

               (b)     In the event that the Executive shall suffer anyProtracted Disability during the term of this Agreement, then the Company mayterminate the Executive's employment under this Agreement. In such event, inaddition to any other benefits which may have been provided by the Company tothe Executive or his legal representative, as the case may be, pursuant to theprovisions of Section 6.4(a) above, not later than the Termination Datespecified in the Termination Notice delivered by the Company to the Executive orhis legal representative, as the case may be, the Company shall pay to theExecutive or as otherwise directed by the Executive's legal representative anamount in cash equal to the Executive's Compensation (subject to applicablepayroll and/or taxes required by law to be withheld) determined as of the dateof such Termination Notice. Subsequent to such Termination Date, the Executiveor his legal representative, as the case may be, shall also be entitled toreceive any benefits which may be payable under any disability insurance policyor disability plan provided to the Executive by the Company.

 

       6.5 **Termination of Employment by Company**.

 

       The Company may terminate this Agreement at any time for Cause. If any suchtermination shall occur on or before November 30, 2003, then, in such event, notlater than the Termination Date specified in the Termination Notice, the Companyshall pay to the Executive, in cash, an amount equal to any accrued and unpaidcompensation due to the Executive, determined as of the date of the TerminationNotice.

 

(b) TheCompany may terminate this Agreement at any time without Cause. If any suchtermination shall occur on or before November 30, 2003, then, in such event, notlater than the Termination Date specified in the Termination Notice, the Companyshall pay to the Executive, in cash, an amount equal to the Executive'sCompensation, determined as of the date of the Termination Notice, multiplied by2.99 (subject to applicable payroll and/or other taxes required by law to bewithheld).

 

 

6.6**Terminationof Employment by Executive**.

 

(a) TheExecutive may terminate this Agreement at any time with Good Reason. If any suchtermination shall occur on or before November 30, 2003, then, in such event, notlater than the Termination Date specified in the Termination Notice, the Companyshall pay to the Executive, in cash, an amount equal to (i) the Executive'sCompensation, determined as of the date of the Termination Notice, multiplied by(ii) 2.99 (subject to applicable payroll and/or other taxes required by law tobe withheld).

 

(b) TheExecutive may terminate this Agreement at any time without Good Reason. In suchevent, the Company shall be obligated to continue to pay in the ordinary andnormal course of its business to the Executive only his Salary (subject toapplicable payroll and/or other taxes required by law to be withheld) throughthe Termination Date set forth in the Termination Notice.

 
**ARTICLEVII

Successorto the Company**
 

TheCompany shall require any successor, whether direct or indirect, and whether bypurchase, merger, consolidation or otherwise, to all or substantially all of thebusiness or properties and assets of the Company, to execute and deliver to theExecutive, not later than the date of the consummation of any such purchase,merger, consolidation or other transaction, a written instrument in form and insubstance reasonably satisfactory to the Executive and his legal counselpursuant to which any such successor shall agree to assume and to perform on atimely basis or to cause to be performed on a timely basis all of the Company'scovenants, agreements and obligations set forth in this Agreement (a"Successor Agreement"). The failure of the Company to cause any suchsuccessor to execute and deliver a Successor Agreement to the Executive shall(a) constitute a breach of the provisions of this Agreement by the Company and(b) be deemed to constitute a termination by the Executive of his employmenthereunder (as of the date upon which any such successor shall succeed to all orsubstantially all of the business or properties and assets of the Company) forGood Reason.
** 

ARTICLEVIII

Arbitrationand Attorneys' Fees**
 

**Arbitration.**Any controversy between Company and Executive or between any employee of Fortisand the Executive, including, but not limited to, those involving theconstruction or application of any of the terms, provisions or conditions ofthis Agreement or otherwise arising out of or relating to this Agreement, shallbe settled by arbitration in accordance with the then-current commercialarbitration rules of the American Arbitration Association, and judgment on theaward rendered by the arbitrator(s) may be rendered by any court havingjurisdiction thereof. Company and Executive shall share the costs of thearbitrator equally but shall each bear their own costs and legal fees associatedwith the arbitration. The location of the arbitration shall be in Lake Mary,Florida.

 
**ARTICLEIX

MiscellaneousProvisions**
 

11.1**Governing Law**. This Agreement shall be governed by, and shall beconstrued and interpreted in accordance, with the laws of the State of Florida,without giving effect to the principles of conflicts of law thereof.

 

11.2**Notices**. Any and all notices and other communications required orpermitted to be given pursuant to this Agreement shall be in writing and shallbe deemed to have been duly given when delivered by hand, or when delivered byUnited States mail, by registered or by a nationally recognized overnightdelivery service ,or via telecopier or certified mail, postage prepaid, returnreceipt requested, to the respective parties at the following respectiveaddresses:

 

If tothe Company: Fortis Enterprises

4185West Lake Mary Blvd., #107

LakeMary, FL 32746

 

 

If tothe Executive: Stephen W. Carnes

4185West Lake Mary Blvd., #107

LakeMary, FL 32746

 

or tosuch other address as either party may from time to time give written notice ofto the other in accordance with the provisions of this Section 11.2.

 

11.3**Entire Agreement**. This Agreement constitutes the entire agreementbetween the Company and the Executive with respect to the subject matter hereofand supersedes all prior agreements, understandings, negotiations andarrangements, both oral and written, between the Company and the Executive withrespect to such subject matter.

 

11.4 **Amendments**.This Agreement may not be amended or modified in any manner, except by a writteninstrument executed by each of the Company and the Executive.

 

11.5**Benefits; Binding Effect**. This Agreement shall be for the benefit of,and shall be binding upon, each of the Company and the Executive and theirrespective heirs, personal representatives, executors, legal representatives,successors and assigns.

 

11.6 **Severability**.The invalidity of any one or more of the words, phrases, sentences, clauses orsections contained in this Agreement shall not affect the enforceability of theremaining portions of this Agreement or any part hereof, all of which areinserted conditionally on their being valid in law. Except as otherwise providedin Section 8.3 above, if any one or more of the words, phrases, sentences,clauses or sections contained in this Agreement shall be declared invalid by anycourt of competent jurisdiction, then, in any such event, this Agreement shallbe construed as if such invalid word or words, phrase or phrases, sentence orsentences, clause or clauses, or section or sections had not been inserted.

 

11.7 **NoWaivers**. The waiver by either party of a breach or violation of anyprovision of this Agreement by the other party shall not operate nor beconstrued as a waiver of any subsequent breach or violation. The waiver byeither party to exercise any right or remedy it or he may possess shall notoperate nor be construed as a bar to the exercise of such right or remedy bysuch party upon the occurrence of any subsequent breach or violation.

 

11.8**Jurisdiction and Venue; Service of Process; Waiver of Trial by Jury;Attorneys Fees**.

 

(a) Anyclaim or dispute arising out of, connected with, or in any way related to thisAgreement which results in litigation shall be instituted by the complainingparty and adjudicated either in the federal or state courts for Seminole County,Florida, and each of the parties to this Agreement consent to the personaljurisdiction of and venue in such courts. In no event shall either party to thisAgreement contest the jurisdiction or venue of such courts with respect to anysuch litigation.

 

(b)Each of the Company and the Executive agrees that service of any process,summons, notice or document, by United States registered or certified mail, toits or his address set forth in or as provided in Section 11.2 above shall beeffective service of such process, summons, notice or document for any action,suit or proceeding brought against it or him by the other party in the federalor state courts for Seminole County, Florida.

 

(c) Inrecognition of the fact that the issues which would arise under this Agreementare of such a complex nature that they could not be properly tried before ajury, each of the Company and the Executive waives trial by jury.

 

(d) Theprevailing party in any such action or proceeding shall be entitled to recoverits reasonable attorneys' fees and related costs from the other party.

 

11.9 **Headings**.The headings contained in this Agreement are for reference purposes only andshall not affect in any way the meaning or interpretation of any or all of theprovisions hereof.

 

11.10**Counterparts**. This Agreement may be executed in any number ofcounterparts and by the separate parties in separate counterparts, each of whichshall be deemed to constitute an original and all of which shall be deemed toconstitute the one and the same instrument.
** 

 

[SIGNATUREPAGE TO FOLLOW]

 

 

 

 

 

 

INWITNESS WHEREOF, each of the parties hereto has executed and delivered thisAgreement on the date first written above.

 
**FortisEnterprises**
 

 

By
StephenW. Carnes , President

 

 

EXECUTIVE

 

 

StephenW. Carnes

 

 

 

 

 

 

 **