EMPLOYMENT AGREEMENT

THIS  AGREEMENT  (the  "Agreement")  dated March 1, 2004, is entered into by and
between Sheri  Pantermuehl,  (the  "Executive")  and Now Solutions Inc. (NOW), a
Delaware  corporation  and  Vertical  Computer  Systems,  Inc  (VCSY) a Delaware
corporation  or any of its  affiliates  ("the  Company").  This agreement may be
unilaterally  transferred  to an  affiliate  of the  Company,  without  economic
detriment to the Employee.

BACKGROUND

      A. The Company has been  established  for the purpose of  marketing  Human
Resource Payroll software products;

      B. The Company desires to employ the Executive as Chief Financial  Officer
(CFO) of NOW and VCSY and the Executive desires to be so employed and;

      NOW,  THEREFORE,  the parties desire to  memorialize  herein the terms and
conditions  of the  Executive's  employment.  In  consideration  of  the  mutual
covenants   and   promises   contained   herein  and  other  good  and  valuable
consideration,  the parties hereby  acknowledge  the receipt and  sufficiency of
which hereto, the parties agree as follows:

      1.    Position.

      The  Executive  shall  serve  as CFO  upon  the  terms  set  forth in this
Agreement. The Executive shall have the duties and responsibilities set forth in
Schedule 1 and such other duties and responsibilities  inherent in this position
unless  otherwise  directed  by the  Board  the  executive  shall  report to the
Company's  Chairman and the Executive shall perform any other duties  reasonably
required by the Chairman.

      2.    Term of Employment.

      Subject to the provisions of this  Agreement,  the term of the Executive's
employment under this Agreement shall commence on the Effective Date pursuant to
terms of the letter  Agreement  dated March 1, 2004, 2004 and shall continue for
two (2) years thereafter (the "Initial Term"). This Agreement may be renewed for
successive  periods  of one (1)  year  terms.  Unless  either  party  elects  to
terminate this Agreement at the end of the initial or any renewal term by giving
the other party written notice of such election at least ninety (90) days before
the expiration of the then-current  term, this Agreement shall be deemed to have
been renewed for an additional  term of one (1) year commencing on the day after
the expiration of the then-current  term. In the event that the Executive elects
not to  renew  this  Agreement  this  Section  2 shall  govern  the  Executive's
termination,  without  reference to Section 4, and the Company shall provide the
Executive  all  compensation  and  benefits to which the  Executive  is entitled
through  the  date  of  termination  and  thereafter  the  Company's  obligation
hereunder  shall cease.  In the event that the Company  elects not to renew this
Agreement,  this section 2 shall  govern the  Executive's  termination,  without
reference to Section 4, and the Company shall provide  Executive six (6) months'
salary  paid as part of the  Company's  normal  payroll  cycle and  provide  for
continuation  of all Company  benefits to Executive,  subject to the approval of
the Company's group insurance carrier(s),  for a period of six (6) months in the
manner provided as of the date of termination.


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<PAGE>

      3. Compensation and Bonus.

            3.1  Salary.  The  Company  shall pay the  Executive  an annual base
salary of ONE HUNDRED  TWENTY-FIVE  THOUSAND DOLLARS U. S. ($125,000.00)  during
the  term  of  the  Executive's  employment,  payable  in  accordance  with  the
semi-monthly   payroll   disbursement   cycle  in  use  by  the  Company  ("Base
Compensation")  The Executive's Base  Compensation  shall be reviewed and may be
increased each year during the term of the Executive's employment, provided that
the  Company's  performance  criteria  are achieved as set forth by the Board of
Directors (the BOARD") each year; and

            3.2 Bonus.  The Executive  shall receive an annual bonus one hundred
twenty (120) days after the end of the  Company's  fiscal year from a pool equal
to five (5)  percent of the Company  taxable  income from the federal tax return
filed before  depreciation.  The Executive's share of the bonus pool is equal to
the percentage of the Executive's annual base compensation to the total combined
annual base  compensation of all executives of the Company in bonus pool for 50%
of the bonus pool and a  discretionary  share of the remaining 50% of bonus pool
based  upon the  Executive  Committee's  allocation  based  upon the  individual
Executive's performance as determined by the Executive Committee at its sole and
absolute discretion .

            3.3  Phantom  Stock.  The  Executive  shall  receive  ONE AND A HALF
PERCENT (1.5%) of the Company (the "Units"), subject to the terms of the Phantom
Stock  Agreement,  dated  January 2, 2004  between NOW and  Executive,  which is
attached as Exhibit B and incorporated herein by this reference.

            3.4 Stock Option.  Executive shall receive a five (5) year incentive
stock option to purchase TWO MILLION FIVE HUNDRED THOUSAND (2,500,000) shares of
NOW's majority owner,  Vertical Computer Systems,  Inc. common stock at a strike
price of $0.014.  These shares will be issued  within  forty-five  (45) business
days from the date of this  agreement.  These shares are to vest on the one-year
anniversary of the effective date of this employment agreement.  There will be a
lockout agreement whereby the Executive can only sell 20% of the total number of
shares  purchasable  under the option  grant each  quarter  after the shares are
freely trading  subject to any rules or regulations  relating to insider trading
issued by the Security and Exchange  Commission.  In the event Vertical Computer
systems,  Inc. files a registration  statement then the common stock  underlying
the option will be included in the registration.

            3.5 Service with the Company. During the term of this Agreement, the
Executive shall perform such reasonable employment duties, commensurate with the
Executive's position,  as the Chairman,  shall, from time to time, assign to the
Executive;


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            3.6  Performance  of Duties.  The Executive  shall serve the Company
faithfully  and  to the  best  of  the  Executive's  ability  and  shall  devote
Executive's full business time,  attention,  skill and effort exclusively to the
performance of the duties  described in this Agreement.  Executive  acknowledges
that full  business  time will  require  that  Executive  work at the  Company's
offices a minimum  forty (40) hours per week except as directed by the Chairman.
The Executive shall comply with all policies, procedures and budgets established
by  the   Company   in  the   performance   of  the   Executive's   duties   and
responsibilities.  During  the  Period of  Employment  and  commencement  of the
compensation  (i) the Executive's  entire working time,  energy,  skill and best
efforts shall be devoted to the performance of the Executive's  duties hereunder
in a manner  which will  faithfully  and  diligently  further the  business  and
interests  of the  Company;  and (ii) the  Executive  shall not accept any other
employment,   or  engage,  directly  or  indirectly,   in  any  other  business,
commercial,  or professional  activity  (whether or not providing  compensation)
that is or may be  competitive  with the  Company  or any  Affiliate  that might
create  a  conflict  of  interest  with the  Company  or any  Affiliate  or that
otherwise might interfere with the business of the Company or any Affiliate. The
Executive may engage in charitable,  civic,  fraternal,  professional  and trade
association  activities  that do not interfere  materially  with the Executive's
obligations to the Company;

            3.7 Vacation and Sick Leave.  The Executive will be entitled to four
(4) weeks of vacation  and sick leave  equal to six (6) days per year.  Vacation
time  and sick  leave  accumulation  will be in  accordance  with the  Company's
policies  and  practices  as set forth in the  Company's  employee  manual.  The
Executive's  use of vacation time shall be subject to the prior  approval by the
Board not unreasonably withheld.  Sick leave shall accumulate at the rate of one
half day per month;

            3.8  Expenses.  The Company  shall  reimburse  the Executive for all
expenses  incurred in connection  with the  Executive's  duties on behalf of the
Company,  provided  that the Executive  shall keep,  and present to the Company,
records and receipts  relating to  reimbursable  expenses  incurred by him. Such
records and receipts  shall be maintained  and  presented in a format,  and with
such regularity,  as the Company reasonably may require in order to substantiate
the Company's  right to claim income tax deductions  for such expenses.  Without
limiting the  generality of the  foregoing,  the Executive  shall be entitled to
reimbursement  for  all  reasonable  business-related  travel,  business-related
entertainment, whether at the Executive's residence or otherwise, or other costs
and customary  business expenses  reasonably  incident to the performance of the
Executive's  duties on behalf of the Company.  The Executive will be entitled to
reimbursement of all reasonable,  customary business expenses incurred by him in
the performance of the Executive's duties.

            3.9 Benefits.  The Executive  will be entitled to participate in the
employee  benefit plans or programs of the Company,  including  medical and life
insurance and profit  sharing,  to the fullest extent  possible,  subject to the
rules and regulations  applicable hereto and to standard eligibility and vesting
requirements  of any  coverage and shall be  furnished  with other  services and
prerequisites  appropriate to the  Executive's  position.  Without  limiting the
generality of the  foregoing,  the Executive  shall be entitled to the following
benefits mainly paid by the Company in accordance with the Company's policy:

                  (a)  Comprehensive  medical  insurance for the Executive,  the
Executive's spouse, and the Executive's dependent children;


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<PAGE>

                  (b)  Dental  insurance  for  the  Executive,  the  Executive's
spouse, and the Executive's dependent children;

                  (c) Group term life insurance with death benefits equal to one
hundred percent (100%) of base salary; and

                  (d) Annual physical examinations;

      4. Termination.

            4.1 Due to Disability.

                  (a) If the  Executive  becomes  unable to  perform  the duties
specified  hereunder due to partial or total disability or incapacity  resulting
from a mental or physical  illness,  injury or any other cause, the Company will
continue the payment of the Executive's base salary at its then current rate for
a period of  twenty-six  (26) weeks  following  the date the  Executive is first
unable to perform such duties due to such disability or incapacity.  Thereafter,
the  Company  shall  have  no  obligation  for  base  salary,   bonus  or  other
compensation payments to the Executive during the continuance of such disability
or incapacity. The Company will continue to provide benefits to the Executive so
long as the Executive remains employed;

                  (b) If the Executive is unable to perform the duties specified
hereunder  due to partial or total  disability or  incapacity  resulting  from a
mental or physical  illness,  injury or any other cause for a period of ten (10)
consecutive  weeks or for a  cumulative  period of seventy  (70)  business  days
during any five (5) month period  ("Disability"),  then, to the extent permitted
by law, the Company shall have the right to terminate this Agreement thereafter,
in which  event the Company  shall have no further  obligations  or  liabilities
hereunder after the date of such termination except the Executive will be deemed
disabled and eligible for the payments outlined in paragraph  4.1(a).  EXECUTIVE
REPRESENTS  THAT TO THE BEST OF HER KNOWLEDGE HE HAS NO MEDICAL  CONDITION  THAT
COULD CAUSE PARTIAL OR TOTAL  DISABILITY THAT WOULD RENDER HIM UNABLE TO PERFORM
THE DUTIES  SPECIFIED  IN THIS  AGREEMENT  OTHERWISE  THE  BENEFITS IN PARAGRAPH
4.1(a) SHALL BE NULL AND VOID.

            4.2 Due to  Death.  If the  Executive  dies  during  the  period  of
employment,  the  Executive's  employment with the Company shall terminate as of
the end of the calendar month in which the death occurs.  The Company shall have
no obligation to the Executive or the Executive's  estate for Base  Compensation
or other form of  compensation or benefit other than amounts accrued through the
date of the Executive's death, except as otherwise required by law or by benefit
plans provided at the Company's expense.

      In the event of the termination of the  Executive's  employment due to the
Executive's  death  or  Disability,  the  Executive  or  the  Executive's  legal
representatives, as the case may be, shall be entitled to:


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<PAGE>

                  (a) In the case of death,  unpaid Base Compensation  earned or
accrued through the Executive's date of death and continued Base Compensation at
a rate in effect at the time of death,  through the end of one (1) calendar year
after which the  Executive's  death  occurs or the end of the  employment  term,
which ever is the lesser amount which in no case shall such  continuation be for
a period of less than six (6) months.

                  (b) Any performance or special  incentive bonus earned but not
yet paid;

                  (c) A pro  rata  performance  bonus  for  the  year  in  which
employment terminates due to death or Disability based on the performance of the
Company for the year during  which such  termination  occurs or, if  performance
results are not available,  based on the performance bonus paid to the Executive
for the prior year; and

                  (d) Any other compensation and benefits to which the Executive
or the Executive's legal representatives may be entitled under applicable plans,
programs and agreements of the Company to the extent  permitted  under the terms
thereof,  including,  without limitation,  life insurance as provided in Section
3.8 above.

            4.3 For Cause. The Company may terminate the Executive's  employment
relationship with the Company at any time for Cause.

                  (a) For purposes of this Agreement,  termination of employment
of the  Executive by the Company for cause means  termination  for the following
reasons: (i) frequent and unjustifiable absenteeism, other than solely by reason
of the  Executive's  illness or physical or mental  disability;  (ii) failing to
follow  the  reasonable  instructions  of the  Board;  (iii)  proven  dishonesty
materially  injurious to the Company or to its business,  operations,  assets or
condition (an "Adverse Effect"); (iv) insubordination; or gross violation of the
Company policy or procedure  after being warned,  notified,  or the  Executive's
acknowledged,  gross or willful  misconduct,  or willful  neglect to act,  which
misconduct  or neglect is committed or omitted by the Executive in bad faith and
had an Adverse Effect; and

                  (b) The Company  shall have no obligation to the Executive for
Base Compensation or other form of compensation or benefits, except as otherwise
required by law, other than (a) amounts accrued through the date of termination,
and (b)  reimbursement  of  appropriately  documented  expenses  incurred by the
Executive before the termination of employment, to the extent that the Executive
would  have been  entitled  to such  reimbursement  but for the  termination  of
employment.

            4.4  Without  Cause.  At any time,  the Company  may  terminate  the
Executive  for any reason,  without  cause,  by providing the Executive ten (10)
days' advance  written  notice with payment of the balance of Base  Compensation
for the remaining  term of this  Agreement,  which in no case shall be less than
six (6)  months'  Base  Compensation,  and  provide  the  Executive  all Company
benefits for the balance of the term which in no case shall be less than six (6)
months.  Thereafter,  all  obligations of the Company under this Agreement shall
cease.  The  Company may dismiss the  Executive  without  cause  notwithstanding
anything to the contrary contained in or arising from any statements,  policies,
or practices of the Company.


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<PAGE>

            4.5 Termination Obligations.

                  (a) All of the Company's  tangible  Property shall be returned
promptly to the Company  upon  termination  of the Period of  Employment  at the
Company's expense;

                  (b) All benefits to which the Executive is otherwise  entitled
shall cease upon the Executive's termination, unless explicitly continued either
under this Agreement or under any specific written policy or benefit plan of the
Company;

                  (c)  Upon  termination  of  the  Period  of  Employment,   the
Executive  shall be deemed to have resigned  from all offices and  directorships
then held with the Company or any Affiliate;

                  (d) The  provisions of Sections 4.5, 5, 6, 7, 8, 9, and 11 and
any other provision  which by its terms is meant to survive  termination of this
Agreement, shall survive termination of this Agreement; and

                  (e) Following any termination of the Period of Employment, the
Executive  shall  cooperate  fully with the Company in all  matters  relating to
completing  pending  work on behalf of the Company  and the orderly  transfer of
work to other  employees  of the  Company not to exceed  thirty  (30) days.  The
Executive shall also cooperate in the defense of any action brought by any third
party  against the Company  that relates in any way to the  Executive's  acts or
omissions while employed by the Company.

            4.6 No Other  Termination  Obligations.  Other than as  provided  in
Section 2 or Section 4, the Executive shall have no claim whatsoever against the
Company  for  compensation,  damages  or any  other  amounts  arising  out of or
relating to the expiry of the term or termination of the Executive's employment,
including claims arising at common law or under statute.

      5. Confidentiality and Non-Disclosure.

      The  Executive  agrees  to abide by the terms of the  Confidentiality  and
Non-Disclosure  Agreement  appended  hereto as Exhibit A and to comply with such
confidentiality,  non-disclosure,  and proprietary  information  policies now in
effect by the Company or as may be established in the future.

      6. The Company Property.

      All products,  records, designs, patents, plans, data, manuals, brochures,
memoranda, devices, lists and other property delivered to the Executive by or on
behalf of the Company, all confidential  information including,  but not limited
to, lists of potential customers,  prices, and similar confidential materials or
information  respecting  the business  affairs of the Company,  such as hardware
manufacturers,  software  developers,  networks,  strategic  partners,  business
practices  regarding  technology  and  schedules,  legal  actions and  personnel
information,  and all records  compiled by the  Executive  which  pertain to the
business of the Company, and all rights, title and interest now existing or that
may exist in the future in and to any  intellectual  property  rights created by
the Executive for the Company,  in performing the Executive's  duties during the
term of this  Agreement  shall be and remain the  property of the  Company.  The
Executive  agrees to execute and deliver at a future date any further  documents
that the  Company,  determines  may be  necessary  or  desirable  to perfect the
Company's ownership in any intellectual or other property rights.


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<PAGE>

      7. Inventions.

            7.1 "Inventions" shall mean any and all writings,  original works or
authorship,   patentable   inventions,   trademarks,   service  marks,  patents,
copyrights,   trade  secrets,   improvements,   processes,   designs,  formulas,
discoveries,  technology,  computer  hardware  or  software,  procedures  and/or
techniques which the Executive may make, conceive,  discover, reduce to practice
or develop,  either  solely or jointly with any other person or persons,  at any
time during the Period of  Employment,  whether or not during  working hours and
whether  or not at the  request or upon the  suggestion  of the  Company,  which
relate to or are useful in connection with any business now or hereafter carried
on or contemplated by the Company,  including  developments or expansions of its
present fields of operations;

            7.2 The Executive  shall make full  disclosure to the Company of all
Inventions  and shall do everything  necessary or desirable to vest the absolute
title  thereto  in the  Company.  The  Executive  shall  write and  prepare  all
specifications   and  procedures   regarding  such   inventions,   improvements,
processes, procedures and techniques and otherwise aid and assist the Company so
that the Company can prepare and present  applications  for copyright or Letters
Patent  therefor  and can  secure  such  copyright  or Letters  Patent  wherever
possible, as well as reissues,  renewals, and extensions thereof, and can obtain
the record title to such  copyright or patents so that the Company  shall be the
sole and absolute  owner thereof in all countries in which it may desire to have
copyright  or patent  protection.  The  Executive  shall not be  entitled to any
additional or special compensation or reimbursement regarding any Invention;

            7.3 All Inventions  shall be the sole and exclusive  property of the
Company.  The Executive agrees to, and hereby does, assign to the Company all of
the Executive's right, title, and interest  (throughout the United States and in
all foreign countries), free and clear of all liens and encumbrances,  in and to
each Invention.

            7.4  Continuing  Obligations.  The  rights  and  obligations  of the
Executive  and  the  Company  set  forth  in  this  Section  shall  survive  the
termination of the Executive's employment and the expiration of this Agreement

      8. Arbitration.

            8.1  Arbitrable  Claims.  All  disputes  arising  pursuant  to  this
Agreement,  except disputes related to the Executive's breach of its obligations
with respect to the Company  Intellectual  Property or the Company  Confidential
Information,  shall be resolved  pursuant to binding  arbitration  and be deemed
"Arbitrable  Claims".  All  persons  and  entities  specified  in the  preceding
sentence  (other  than  the  Company  and the  Executive)  shall  be  considered
third-party  beneficiaries of the rights and obligations created by this Section
on  Arbitration.  Arbitrable  Claims  shall  include,  but are not  limited  to,
contract  (express  or  implied)  and tort  claims of all kinds,  as well as all


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<PAGE>

claims  based on any  federal,  state  or  local  law,  statute  or  regulation,
excepting  only  claims  under   applicable   workers'   compensation   law  and
unemployment  insurance  claims.  By way of example and not in limitation of the
foregoing, Arbitrable Claims shall include any claims arising under Title VII of
the Civil Rights Act of 1964,  the Age  Discrimination  in  Employment  Act, the
Americans with Disabilities;

            8.2  Procedure.   Arbitration  of  Arbitrable  Claims  shall  be  in
accordance with the National Rules for the Resolution of Employment  Disputes of
the American  Arbitration  Association,  as amended ("AAA Employment Rules"), as
augmented in this Agreement.  Arbitration  shall be initiated as provided by the
AAA Employment Rules,  although the written notice to the other party initiating
arbitration  shall also  include a statement  of the  claim(s)  asserted and the
facts upon which the claim(s) are based.  Arbitration shall be final and binding
upon the parties and shall be the exclusive  remedy for all  Arbitrable  Claims.
Either  party may bring an action  in court to  compel  arbitration  under  this
Agreement and to enforce an arbitration  award.  Otherwise,  neither party shall
initiate or prosecute any lawsuit or administrative action in any way related to
any Arbitrable Claim.  Notwithstanding  the foregoing,  either party may, at its
option,  seek injunctive relief.  All arbitration  hearings under this Agreement
shall be conducted  in Fort Worth,  Texas.  THE PARTIES  HEREBY WAIVE ANY RIGHTS
THEY MAY  HAVE TO  TRIAL BY JURY IN  REGARD  TO  ARBITRABLE  CLAIMS,  INCLUDING,
WITHOUT  LIMITATION,  ANY  RIGHT TO TRIAL BY JURY AS TO THE  MAKING,  EXISTENCE,
VALIDITY OR ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE;

            8.3  Arbitrator  Selection  and  Authority.  All disputes  involving
Arbitrable Claims shall be decided by a single arbitrator.  The arbitrator shall
be selected by mutual  agreement of the parties  within  thirty (30) days of the
effective date of the notice  initiating the arbitration.  If the parties cannot
agree on an  arbitrator,  then the  complaining  party shall  notify the AAA and
request  selection of an arbitrator in accordance with the AAA Employment Rules.
The arbitrator shall have authority to award equitable  relief,  damages,  costs
and fees to the same extent that,  but not greater than, a court would have. The
fees of the arbitrator shall be split between both parties equally,  unless this
would  render  this  Section  of  Arbitration  unenforceable,  in which case the
arbitrator  shall  apportion  said fees so as to  preserve  enforceability.  The
arbitrator  shall have  exclusive  authority to resolve all  Arbitrable  Claims,
including,  but not limited to, whether any  particular  claim is arbitrable and
whether all or any part of this Agreement is void or unenforceable;

            8.4  Continuing  Obligations.  The  rights  and  obligations  of the
Executive and the Company set forth in this Section on Arbitration shall survive
the  termination  of the  Executive's  employment  and  the  expiration  of this
Agreement.

      9. Prior Agreements;  Conflicts of Interest.  The Executive  represents to
the Company:  (a) that there are no restrictions,  agreements or understandings,
oral or written,  to which the Executive is a party or by which the Executive is
bound that prevent or make unlawful the Executive's  execution or performance of
this  Agreement;  (b) none of the  information  supplied by the Executive to the
Company or any  representative  of the Company or placement agency in connection
with the  Executive's  employment  by the Company  misstated a material  fact or
omitted  information  necessary to make the information  supplied not materially
misleading;  and  (c)  the  Executive  does  not  have  any  business  or  other
relationship  that creates a conflict between the interests of the Executive and
the Company.


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<PAGE>

      10. Non-Competition. During the term of this Agreement the Executive shall
not:

            10.1  Start  employment  with,  offer  consulting  services  to,  or
otherwise  become  involved  in,  advise or  participate  on behalf of any other
company, entity or individual, in the field of the Company; and

            10.2  Individually or through any agent, for himself or on behalf of
any other person or entity (i) solicit employees of the Company,  to entice them
to leave the  Company;  or (ii)  solicit or induce and third party now or at any
time during the term of this Agreement who is providing services to the Company,
through  license,  contract,  partnership,  or  otherwise to terminate or reduce
their relationships with the Company.

      11. Miscellaneous Provisions.

            11.1  Authority.  Each party hereto  represents and warrants that it
has full power and  authority to enter into this  Agreement  and to perform this
Agreement in accordance with its terms.

            11.2  Governing  Law.  Without  reference  to its  conflict  of laws
provisions,  this  Agreement  shall be  construed,  interpreted  and enforced in
accordance  with the laws of the  State of Texas and the  courts of Texas  shall
have exclusive  jurisdiction with respect to any dispute arising herein, subject
to any local legislation which may apply to the Executive's  employment in which
case the said legislation shall apply only with reference to the matter governed
therein and shall not in any other way affect the governing law of the Agreement
or the provisions hereof.

            11.3  Successors and Assigns.  This Agreement shall be binding upon,
and inure to the benefit of, the parties hereto and their respective  successors
and assigns.

            11.4  Captions.  The captions of the sections of this  Agreement are
for  convenience  of  reference  only and in no way define,  limit or affect the
scope or substance of any section of this Agreement.

            11.5 Severability. In the event that any provision of this Agreement
shall be invalid, illegal or otherwise unenforceable, the validity, legality and
enforceability  of the  remaining  provisions  shall  in no way be  affected  or
impaired thereby.

            11.6  Amendment.  This  Agreement  may be  amended  only in  writing
executed by the parties hereto.


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            11.7 Attorney's Fees. In the event of a dispute the prevailing party
shall be entitled to be reimbursed for its legal fees by the other party.

            11.8  Finality of  Agreement.  The  document,  when  executed by the
parties,  supersedes  all other  agreements  of the parties  with respect to the
matters discussed.

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



                                                "EXECUTIVE"


                                                Sheri Pantermuehl, an individual

                                                NOW SOLUTIONS INC.


                                                By: ____________________________
                                                    Richard Wade, Chairman


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