FUEL NATION INC.


                              Employment Agreement
                                 James L Wilson


           THIS EMPLOYMENT AGREEMENT is made as of this 5th day of April, 2001,
by and between FUELNATION INC., a Florida corporation (the "Company") whose
current main office address is: 1700 North Dixie Highway, Suite 125, Boca Raton,
Florida 33432, and, James L Wilson, whose current mailing address is Post Office
Box 520, Boca Raton, Florida 33429 (the "Executive"). In consideration of the
mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

           1. EMPLOYMENT, POSITION AND DUTIES Upon the terms and conditions set
forth herein, the Company agrees to employ the Executive, and the Executive
hereby accepts employment with the Company in the capacity of the "Position" and
for the term of the "Employment Period" as defined on the annexed Schedule of
Terms of Employment which is fully incorporated into the text hereof by this
reference. During the Employment Period, Executive shall perform the normal
duties, responsibilities and authority of such Position which shall expressly
include those duties and responsibilities set forth on the annexed Schedule of
Terms of Employment ("Duties and Responsibilities") subject to the power of the
Company's board of directors (the "Board") to expand or limit such duties,
responsibilities and authority and to override actions of officers of the
Company. During the Employment Period, Executive shall report to the Board, or
the Chief Executive Officer, at the Board's election, and shall devote his best
efforts and his full business time and attention to the business and affairs of
the Company, excluding the permitted vacation time and time-off for sickness and
other absences as set forth on the annexed Schedule of Terms of Employment.
Executive shall perform his Duties and Responsibilities to the Company hereunder
to the best of his abilities in a diligent, trustworthy, businesslike and
efficient manner. Nothing in this paragraph shall prohibit Executive from making
passive investments that are not otherwise prohibited in this Agreement, or as
otherwise provided for in the Schedule of Terms of Employment recited below.

           2.        COMPENSATION AND BENEFITS.

           (a) BASE SALARY. During the Employment Period, Executive's initial
base salary shall be the Initial Base Salary set forth in the Schedule of Terms
of Employment per annum or such higher rate as the Board may designate from time
to time (as so adjusted, the "Base Salary"), which Base Salary shall be payable
in regular installments in accordance with the Company's general payroll
practices. Failure of Company to promptly pay Executive the regular installments
or bonuses in accordance with the Company's general payroll practices shall be
considered a Termination of Executive without Cause. In addition, during the
Employment Period, Executive shall be entitled to participate in all of the
Company's Executive benefit programs for which similar Executives of the Company
are generally eligible, or as otherwise provided for in the Schedule of Terms of
Employment recited below.

           (b) EXPENSES. During the Employment Period, the Company shall
reimburse Executive for all reasonable expenses incurred by him in the course of
performing his duties and responsibilities under this Agreement which are
consistent with the Company's policies in effect from time to time with respect
to travel, entertainment and other business expenses, subject to the Company's
requirements with respect to approval, reporting and documentation of such
expenses.

           (c) BONUS. The Board shall develop and adopt a bonus plan which the
Board believes to be customary for businesses in the Company's industry for an
Executive in the position of the Executive (the "Bonus Plan"). In addition to
the Base Salary, the Board shall award a bonus to Executive in accordance with
the Bonus Plan following the end of each fiscal year during the Employment
Period based upon Executive's performance and the Company's operating results
during such year, or as otherwise provided for in the Schedule of Terms of
Employment.


                                      - 1 -

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           (d) All amounts payable to Executive as compensation hereunder shall
be subject to customary withholding by the Company.

           3. EMPLOYMENT PERIOD. The term of the employment hereunder shall
begin on the "Begin Date" and shall end on the "End Date" as set forth on the
annexed Schedule of Terms of Employment (the "Employment Period") provided that,
the Employment Period shall terminate prior to its expiration upon the
following; (i) the Employment Period shall terminate immediately upon the
effective date of the Executive's resignation, death or permanent mental or
physical disability or incapacity (as determined by the Board in its good faith
judgment); (ii) the Employment Period may be terminated by the Company at any
time prior to such date for Cause (as defined below) or without Cause for any
reason or no reason whatsoever. No later than 150 days prior to the expiration
of each Employment Period, shall automatically be extended for successive
one-year terms following the expiration of the initial Employment Period, and on
each anniversary thereafter, unless terminated sooner pursuant to the provisions
hereof, or unless the Company gives written notice to the Executive within 150
days prior to the expiration of the Employment Period including any renewal
periods thereafter stating its election not to extend the Employment Period for
any additional term thereafter. Except as otherwise provided herein, any
termination of the Employment Period by the Company shall be effective as
specified in a written notice from the Company to Executive. Executive shall
notify the Company at least 60 days prior to the effective date of Executive's
resignation. Except as otherwise expressly provided herein, all of Executive's
rights to salary, bonuses, fringe benefits and other compensation hereunder
which accrue or become payable after the termination or expiration of the
Employment Period shall cease upon such termination or expiration, other than
those expressly required under COBRA. The Company may offset any amounts
Executive owes it (assuming the Executive has outstanding borrowed cash funds
from Company) against any amounts it owes Executive hereunder.

           For purposes of this Agreement, "Cause" shall mean (i) the commission
of any felony or any crime involving moral turpitude, or the commission of any
act or omission involving dishonesty or fraud with respect to the Company or any
of its affiliates or any of its or their customers or suppliers, (ii) reporting
to work under the influence of alcohol or illegal drugs or drug or alcohol abuse
(whether or not at the workplace), (iii) conduct causing the Company or any of
its affiliates substantial public disgrace or disrepute or economic harm, (iv)
substantial and repeated failure to perform duties as reasonably directed by the
Board, (v) gross negligence or willful misconduct with respect to the Company or
any of its affiliates or (vi) any material breach of this Agreement or any other
agreement between the Company and Executive (which, in the case of clause (iv),
(v) or (vi) above, is not cured to the Board's reasonable satisfaction within 10
days after written notice thereof from the Board to Executive if the Board
determines in its reasonable discretion that any such matter is subject to
cure).

           Upon expiration of the Employment provided or any subsequent renewal
without further extension or if the Employment Period is terminated by the
Company for Cause, Executive shall only be entitled to receive his Base Salary
through the date of termination or expiration and shall not be entitled to any
other salary, compensation or benefits thereafter, and the Company expressly
reserves and retains all other rights and remedies. If the Employment Period is
terminated by the Company due to death, disability or without Cause, Executive
shall be entitled to continue to receive his Base Salary payable in regular
installments for the period set forth on Schedule of Employment Terms, (the
"Severance Period") if and only if the Executive has executed (except in the
case of Executive's death) and delivered to the Company a general release of all
claims against the Company and its stockholders, directors and Executives in
form and substance satisfactory to the Company and only so long as Executive has
not breached and during the Severance period does not breach the provisions of
paragraphs 4, 5 and 6 hereof, which shall extend beyond the Employment Period
and shall survive termination or expiration of this Agreement.

           4. CONFIDENTIAL INFORMATION. Executive acknowledges that the
information, observations and data (including trade secrets) business practices,
methods, sources, contacts and the identities and telephone numbers of
customers, suppliers, vendors, agents and other contacts obtained by him while
employed by the Company (including those obtained while employed by the Company
prior to the date of this Agreement) concerning the business or affairs of the
Company or any of its affiliates ("Confidential Information") are the property
of the Company or such affiliate. Therefore, Executive agrees that he shall not
disclose to any unauthorized person or use for his own purposes any Confidential
Information without the prior consent of the Board or the Chief Executive
Officer, unless and to the extent


                                                              Page 2 of 10 Pages

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that the Confidential Information becomes generally known to and available for
use by the public in the same form or compilation, other than as a result of
Executive's acts or omissions, phone books, logs, Rolodexes, calendars.
Executive shall deliver to the Company at the termination or expiration of the
Employment Period, or at any other time the Company may request, all memoranda,
notes, plans, records, reports, computer tapes, printouts and software and other
documents and data in whatever form (and all copies and reproductions thereof)
embodying or relating to the Confidential Information, Work Product (as defined
below) or the business of the Company or its affiliates which he may then
possess, have access to or have under his control.

           5. INVENTIONS AND PATENTS. Executive acknowledges that all
inventions, innovations, improvements, developments, methods, designs, analysis,
drawings, reports and all similar or related information (whether or not patent
able) which relate to the Company's or its affiliates' actual or anticipated
business, research and development or existing or future products or services
and which are conceived, developed or made by Executive while employed by the
Company (including those obtained while employed by the Company prior to the
date of this Agreement) ("Work Product") belong to the Company are works for
hire and any proprietary rights which the Executive might have under the law or
otherwise are hereby expressly assigned to the Company. Executive shall promptly
disclose such Work Product to the Board and, at the Company's expense, perform
all actions reasonably requested by the Board (whether during or after the
Employment Period) to assign, establish and confirm such ownership (including,
without limitation, executing any assignments, consents, powers of attorney and
other instruments).

           6. ENFORCEMENT. If, at the time of enforcement of any provision
hereof by the Company, a court of competent jurisdiction shall hold that the
restrictions stated therein are unreasonable under circumstances then existing,
the parties agree that the maximum duration, scope or area reasonable under such
circumstances shall be substituted for the stated duration, scope or area and
that the court shall be allowed and directed to revise the restrictions
contained therein to cover the maximum period, scope and area permitted by law.
Because Executive's services are unique and because Executive has access to
Confidential Information and Work Product, the parties hereto agree that money
damages would not be an adequate remedy for any breach of this Agreement.
Therefore, in the event of the breach or a threatened breach by Executive of
this Agreement, the Company, in addition and supplementary to other rights and
remedies existing in its favor, shall be entitled to specific performance and/or
injunctive or other equitable relief from any court in order to enforce or
prevent any violations of the provisions hereof (without posting a bond or other
security). In addition, in the event of an alleged breach or violation by
Executive, the Non-compete Period shall be tolled until such breach or violation
has been duly cured. Executive acknowledges that the restrictions contained
herein are reasonable and that he has reviewed the provisions of this Agreement
with his legal counsel.

           7. REPRESENTATIONS AND WARRANTIES. Executive hereby represents and
warrants to the Company that (i) the execution, delivery and performance of this
Agreement by Executive do not and shall not conflict with, breach, violate or
cause a default under any contract, agreement, instrument, order, judgment or
decree to which Executive is a party or by which he is bound, (ii) Executive is
not a party to or bound by any employment agreement, non-compete agreement or
confidentiality agreement with any other person or entity and (iii) upon the
execution and delivery of this Agreement by the Company, this Agreement shall be
the valid and binding obligation of Executive, enforceable in accordance with
its terms. The Company hereby represents and warrants to Executive that (i) the
execution, delivery and performance of this Agreement has been duly authorized
by the Company and does not and shall not conflict with, breach, violate or
cause a default under any contract, agreement, instrument, order, judgment or
decree to which the Company is a party or by which it is bound and (ii) upon the
execution and delivery of this Agreement by Executive, this Agreement shall be
the valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms. Executive hereby acknowledges and represents that
he has consulted with independent legal counsel regarding his rights and
obligations under this Agreement and that he fully understands the terms and
conditions contained herein.

           8. SURVIVAL. 4 through 19 shall survive and continue in full force in
accordance with their terms notwithstanding the expiration or termination of the
Employment Period.

           9. NOTICES. Any notice given or required under this Agreement shall
be in writing and shall be either personally delivered, sent by reputable
overnight courier service or mailed by first class registered mail, return
receipt


                                                              Page 3 of 10 Pages

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requested, if to the Executive to the address set forth on the annexed Schedule
of Terms of Employment, and if to the Company to the address set forth in the
preamble hereof with a copy to each of: Chris Salmonson, 1700 N. Dixie Highway,
Suite 125, Boca Raton, Florida 33432 and Fieldstone, Lester, Shear & Denberg,
201 Alhambra Circle - Suite 601, Coral Gables, Florida 33134, Attention: Ronald
Fieldstone, or such other address or to the attention of such other person as
either party shall have specified by prior written Notice. Any Notice under this
Agreement shall be deemed to have been given (i) one business day after receipt
by recipient, by overnight courier or by first class registered mail.

           10. SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any action in any other jurisdiction, but this Agreement
shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.

           11. COMPLETE AGREEMENT; HEADINGS. This Agreement, those documents
expressly referred to herein and other documents of even date herewith embody
the complete agreement and understanding among the parties and supersede and
preempt any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in
any way. Captions, headings and sections are used for convenience purposes only
and shall not construed to limit or expand the language of any provision hereof
or the entire Agreement

           12. NO STRICT CONSTRUCTION. The language used in this Agreement shall
be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction shall be applied against any
party.

           13. COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.

           14. SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and
inure to the benefit of and be enforceable by Executive, the Company and their
respective heirs, successors and assigns, except that Executive may not assign
his rights or delegate his duties or obligations hereunder without the prior
written consent of the Company.

           15. CHOICE OF LAW. All issues and questions concerning the
construction, validity, enforcement and interpretation of this Agreement and the
exhibits and schedules hereto shall be governed by, and construed in accordance
with, the laws of the State of Florida, without giving effect to any choice of
law or conflict of law rules or provisions (whether of the State of Florida or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Florida.

           16. AMENDMENT AND WAIVER. The provisions of this Agreement may be
amended or waived only with the prior written consent of the Company (as
approved by the Board) and Executive, and no course of conduct or failure or
delay in enforcing the provisions of this Agreement shall affect the validity,
binding effect or enforceability of this Agreement or be deemed to be an implied
waiver of any provision of this Agreement.

           17. ARBITRATION. Except with respect to disputes or claims under
paragraphs 4, 5 and 6 hereof (which may be pursued in any court of competent
jurisdiction as specified below and with respect to which each party shall bear
the cost of its own attorney's fees and expenses), each party hereto agrees that
the arbitration procedure set forth herein shall be the sole and exclusive
method for resolving any claim or dispute ("Claim") arising out of or relating
to the rights and obligations acknowledged and agreed to in this Agreement and
the employment of Executive by the Company (including, without limitation,
disputes and claims regarding employment discrimination, sexual harassment,
termination and discharge), whether such Claim arose or the facts on which such
Claim is based occurred prior to or after the execution and delivery of this
Agreement. The parties agree that the result of any arbitration hereunder shall
be final, conclusive and binding on all of the parties. Nothing in this
paragraph shall prohibit a party hereto from instituting litigation to enforce
any Final Determination as defined below. Each party hereto further agrees that
each other party


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hereto may initiate litigation in any court of competent jurisdiction to execute
any judicial judgment enforcing a Final Determination.

           18. SCHEDULE OF TERMS OF EMPLOYMENT. The following special terms and
conditions are incorporated into this Employment Agreement as follows:

Name of Executive:             James L Wilson,  Social Security Number:
                               (Tax ID#, on-file)
Address for Notice:            Post Office Box 520, Boca Raton, Florida 33429
Telephone:                     561-416-1100,  Fax 561-416-1110
E-mail:                        jw99@bellsouth.net

Position and Title:            Chief Operating Officer and Chief Financial
                               Officer, shall be immediately elected by the
                               Board of Directors and serve as a Director of the
                               Company and its affiliate Companies, for terms
                               commensurate with the terms of this Employment
                               Agreement. Errors, Omissions, and Director's
                               insurance shall be obtained and paid for by the
                               Company.

Duties and Responsibilities:   To oversee a variety of functions, departments,
                               divisions, affiliates, and projects of the
                               Company at an executive level, reporting to the
                               Chief Executive Officer, or Chairman of the Board
                               of the Company, with the working location to be
                               at the National Office in Boca Raton, Florida. If
                               the duties and responsibilities are changed by
                               the Company, or the work location is not at the
                               National Office located in Broward or Palm Beach
                               County, this would constitute a termination
                               without cause by the Company.

Vacation & Sickness Time:      Total paid time off days (PTO-days)shall not
                               exceed 6 weeks per year (which equates to 30
                               PTO-days). Executive may freely exchange vacation
                               and sick leave time as they deem appropriate;
                               Unused PTO days may be saved for future years,
                               for extended sick leave, extended vacation, or
                               personal time off.

Initial Base Salary:           $180,000.00 (annual, paid in 24 equal
                               installments), where said base salary shall
                               increase annually at (the greater of) the
                               National CPI index or $10,000 annually; Said
                               salary shall commence on June 1st ,2001.

Initial Stock Purchases:       For the initial period from April 3rd, 2001
                               through June 1st, , 2001, Executive will have the
                               option of purchasing 150,000 shares of the
                               Company's Common stock at a price of $0.01 per
                               share. Said purchase at the option of the
                               Executive shall be consummated within 180 days
                               from April 3rd, 2001, payable in cash to the
                               Company.

Stock Option Plan:             A Company Stock Option Incentive Plan shall be
                               immediately provided by the Company to the
                               Executive by the full execution of this
                               agreement, where the Executive is granted common
                               stock options of the Company in an amount
                               equating to 3.3% of the total issued and
                               outstanding shares of all classes of stock and
                               options on a fully diluted basis, with an option
                               exercise price equating to $0.01 per share where
                               said stock options shall be fully transferrable,
                               have an exercise period of 10 years from
                               granting, shall be non-dilutive (meaning that as
                               any additional stock, options, or warrants are
                               sold by the Company, or issued from its treasury,
                               or the total shares of all classes of stock of
                               the Company increase due to any merger or
                               acquisition activity), then Executive's total
                               number of options shall increase so that the
                               resultant total options held by Executive shall
                               remain constant at 3.3% of the total issued and
                               outstanding shares of the Company including all
                               stock, options, warrants, including all classes
                               of common and preferred stock of the Company on a
                               fully diluted basis. The full execution of this
                               agreement shall constitute a valid and binding


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                               Stock Option Incentive Plan between the Company
                               and the Executive. If the Company terminates the
                               Executive with or without cause at any time, then
                               no options granted to Executive will be returned
                               to the Company, however, the non-dilutive
                               provision will be terminated, and no further
                               options will be granted to Executive. If the
                               Executive resigns at any time, then no options
                               granted to Executive will be returned to the
                               Company, however, the non-dilutive provision will
                               be terminated, and no further options will be
                               granted to Executive. All options recited above
                               shall be granted to Executive at inception of
                               employment, with the exception of those options
                               that are granted to satisfy the non-dilutive
                               provision. As of January 18, 2001, pursuant to
                               information provided in the Company's Private
                               Placement Memorandum, page 29 thereof, the
                               company has Issued or committed to issue all
                               classes of capital stock, options, and warrants
                               in amounts equating to 164,082,466 shares on a
                               fully diluted basis; therefor as of that date
                               Executive's options granting would equate to
                               5,114,721 options issued on a non-dilutive basis.

Bonus Plan (incentives):       Executive to be paid annually a minimum of 2.50%
                               of the EBIDA pre-tax, net-income of the Company,
                               paid annually on January 31st of each calendar
                               year and if necessary, adjusted on March 31st of
                               each year following the company's annual audit,
                               if performed. The Board of Directors may increase
                               or add to this Executive's Bonus Plan as it deems
                               appropriate, in keeping with competitive market
                               conditions and objectives of the Company.

Employment Period:             The initial term of employment shall be for 3
                               years, with a beginning date of 1th day of April,
                               2001, with an ending date of 30th day of March,
                               2004, subject to successive automatic two-year
                               renewal periods, unless not extended by the
                               provisions of the Employment Agreement.

Severance Payments:            Termination for Death:  Base Salary for: 6 months
                               Termination for
                                   Disability:        Base Salary for: 12 months
                               Termination Without
                                   Cause:             Base Salary for: 18 months
                               Voluntary Termination
                                   due:               Total Annualized to Change
                                                      of Control
                                                   W-2 compensation:   24 months

Change of Control.             (a) For the purposes of this Agreement,  a
                               "Change of Control" shall be deemed to have taken
                               place if: (i) any person, including a "group" as
                               defined in Section 13(d)(3) of the Securities
                               Exchange Act of 1934 as amended, becomes the
                               owner or beneficial owner of Company securities,
                               after the date of this Agreement, having 20% or
                               more of the combined voting power of the then
                               outstanding securities of the Company that may be
                               cast for the election of directors of the Company
                               (other than as a result of an issuance of
                               securities initiated by the Company, or open
                               market purchases approved by the Board, as long
                               as the majority of the Board approving the
                               purchases is the majority at the time the
                               purchases are made), or (ii) the persons who were
                               directors of the Company before such transactions
                               shall cease to constitute a majority of the Board
                               of the Company, or any successor to the Company,
                               as the direct or indirect result of, or in
                               connection with, any cash tender or exchange
                               offer, merger or other business combination, sale
                               of assets or contested election, or any
                               combination of the forgoing transactions.

                               (b) The Company and Executive hereby agree that,
                               if Executive is in the employ of the Company on
                               the date on which a Change of Control occurs (the
                               "Change of Control Date") the Company (or, if
                               Executive is employed by a subsidiary, the
                               subsidiary) will continue to employ Executive and
                               Executive will remain in the employ of the
                               Company (or subsidiary), for the period
                               commencing on the Change of Control Date and
                               ending on the earlier to occur of (1) the second
                               anniversary of such date,


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                               or (2) the expiration of the Employment Period,
                               to exercise such authority and perform such
                               Executive duties as are commensurate with the
                               authority being exercised and duties be performed
                               by the Executive immediately prior to the Change
                               of Control Date. If the duties and
                               responsibilities are changed by the Company, or
                               the work location is not at the National Office
                               located in Broward or Palm Beach County, as a
                               result of a Change of Control of the Company,
                               then the Executive at his election may consider
                               this event a Termination without cause, and the
                               Executive would be entitled to the amount as
                               stipulated in paragraph (d) below, in lump sum
                               within 5 days of the change of control. However,
                               at each (or any) event of change of control, the
                               Executive has the exclusive right to waive his
                               rights to his voluntary termination, pursuant to
                               the Change of Control, and where the Executive is
                               required to change his place of employment, the
                               Company will reimburse the Executive for his
                               reasonable relocation expenses, including without
                               limitation, moving expenses, temporary living and
                               travel expenses for up to one year while
                               arranging to move his residence to the changed
                               locations, closing costs, real estate
                               commissions, if any, associated with the sale of
                               his existing residence and the purchase of a
                               replacement residence at the changed location,
                               plus an additional amount representing a gross-up
                               of any state or federal taxes payable by
                               Executive as a result of any such reimbursements,
                               and pay Executive a moving bonus equating to 20%
                               of the Executive's last 12 months total gross
                               annual compensation as would be defined on
                               Executive's W-2 form.

                               (c) During the remaining Employment Period after
                               the change of Control Date, the Company (or
                               subsidiary) will (i) continue to pay Executive a
                               salary at not less than the level applicable to
                               Executive on the Change of Control Date, (ii) pay
                               Executive bonuses and income tax incentive
                               bonuses in the amounts not less in amount than
                               those paid during the twelve month period
                               preceding the Change of Control Date, and (iii)
                               continue Executive benefit programs as to
                               Executive at levels in effect on the Change of
                               Control Date.

                               (d) If during the remaining Employment Period
                               after the Change of Control Date (i) Executive's
                               employment is terminated by the Company (or
                               subsidiary), or (ii) there shall have occurred
                               any reduction in Executive's compensation or
                               employment related benefits, or any change in
                               Executive's status, working conditions or
                               management responsibilities, and Executive
                               voluntarily terminates employment within sixty
                               (60) days of any such occurrence, or the last in
                               a series of occurrences, then Executive shall be
                               entitled to receive, subject to the provisions of
                               subparagraphs (e) and (f) below, a lump sum
                               payment equal to 200% of Executive's "base period
                               income" as determined under (e) below. Such
                               amount will be paid to Executive within 5
                               business days after his termination of
                               employment.

                               (e)The Executive's "base period income" shall be
                               his base salary, however such base salary shall
                               not be less than that as defined in paragraph
                               3(a) above, and all annual incentive and income
                               tax bonuses, paid or payable to him during or
                               with respect to the twelve month period preceding
                               the date of his termination of employment. If
                               Executive has not been employed for 12 months at
                               the time of his termination of employment, his
                               "base period income" shall be his annualized base
                               salary as defined in paragraph 3(a) above, at the
                               rate then in effect and any annual incentive
                               bonus paid to Executive prior to the date of his
                               termination of employment or payable to Executive
                               with respect to his period of employment.

                               (f)The amounts payable to Executive under any
                               other compensation arrangement maintained by the
                               Company (or a subsidiary) which became payable,
                               after payment


                                                              Page 7 of 10 Pages

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                               of the lump sum provided for in (a), upon or as a
                               result of the exercise by Executive of rights
                               which are contingent on a Change of Control (and
                               would be considered a "parachute payment" under
                               Internal Revenue Code 280G and regulations
                               thereunder), shall be reduced to the extent
                               necessary so that such amounts, when added to
                               such lump sum, do not exceed 299% of the
                               Executive's "base amount" (as computed in
                               accordance with Internal Revenue Code provisions
                               and regulations) for determining whether
                               Executive has received an excess parachute
                               payment. If Executive has not been employed by
                               the Company (or a subsidiary of the Company)
                               during one or more calendar years immediately
                               preceding the Change of Control Date, this
                               paragraph (f) shall not apply.

Other Special Terms:           BAYSHORE INVESTMENTS: Executive is a Florida
                               licensed real estate broker, operating under the
                               name of BayShore Investments. Although said
                               company shall remain operative, Executive shall
                               not spend significant time away from the Company
                               nor be distracted from his duties and
                               responsibilities as outlined herein.
Arbitration Procedure:

                  1. NOTICE OF CLAIM. A party asserting a Claim (the "CLAIMANT")
shall deliver written notice to each party against whom the Claim is asserted
(collectively, the "OPPOSING PARTY"), with a copy to the persons required to
receive copies of notices under the Agreement (the "ADDITIONAL NOTICE PARTIES"),
specifying the nature of the Claim and requesting a meeting to resolve same. The
Additional Notice Parties shall be given reasonable notice of and invited and
permitted to attend any such meeting. If no resolution is reached within 10
business days after delivery of such notice, the Claimant or the Opposing Party
may, within 45 days after giving such notice, invoke the arbitration procedure
provided herein by delivering to each Opposing Party and the Additional Notice
Parties a Notice of Arbitration, which shall specify the Claim as to which
arbitration is sought, the nature of the Claim, the basis for the Claim, and the
nature and amount of any damages or other compensation or relief sought. Each
party agrees that no punitive damages may be sought or recovered in any
arbitration, judicial proceeding or otherwise. Failure to file a Notice of
Arbitration within 45 days shall constitute a waiver of any right to relief for
the matters asserted in the notice of claim. Any Claim shall be forever barred,
and no relief may be sought therefor, if written notice of such Claim is not
made as provided above within one year of the date such claim accrues.

                  2. SELECTION OF ARBITRATOR. Within 20 business days after
receipt of the Notice of Arbitration, the Executive and the Board shall meet and
attempt to agree on an arbitrator to hear and decide the Claim. If the Executive
and the Board cannot agree on an arbitrator within ten business days, then they
shall request the American Arbitration Association (the "AAA") to appoint an
arbitrator experienced in the area of dispute who does not have an ongoing
business relationship with any of the parties to the dispute. If the arbitrator
selected informs the parties he cannot hear and resolve the Claim within the
time-frame specified below, the Executive and the Board shall request the
appointment of another arbitrator by the AAA subject to the same requirements.

                  3. ARBITRATION PROCEDURE. The following procedures shall
govern the conduct of any arbitration under this section. All procedural matters
relating to the conduct of the arbitration other than those specified below
shall be discussed among counsel for the parties and the arbitrator. Subject to
any agreement of the parties, the arbitrator shall determine all procedural
matters not specified herein.

                  (a) Within 30 days of the service after a Notice of
Arbitration, each party shall afford the other, or its counsel, with reasonable
access to documents relating directly to the issues raised in the Notice of
Arbitration. All documents produced and all copies thereof shall be maintained
as strictly confidential, shall be used for no purpose other than the
arbitration hereunder, and shall be returned to the producing party upon
completion of the arbitration. There shall be no other discovery except that, if
a reasonable need is shown, limited depositions may be allowed in the discretion
of the arbitrator, it being the expressed intention and agreement of each party
to have the arbitration proceedings conducted and resolved as expeditiously,
economically and fairly as reasonably practicable, and with the maximum degree
of confidentiality.


                                                              Page 8 of 10 Pages

<PAGE>



                  (b) All written communications regarding the proceeding sent
to the arbitrator shall be sent simul taneously to each party or its counsel,
with a copy to the Additional Notice Parties. Oral communications between any of
the parties or their counsel and the arbitrator shall be conducted only when all
parties or their counsel are present and participating in the conversation.

                  (c) Within 20 days after selection of the arbitrator, the
Claimant shall submit to the arbitrator a copy of the Notice of Arbitration,
along with a supporting memorandum and any exhibits or other documents
supporting the Claim.

                  (d) Within 20 days after receipt of the Claimant's submission,
the Opposing Party shall submit to the arbitrator a memorandum supporting its
position and any exhibits or other supporting documents. If the Opposing Party
fails to respond to any of the issues raised by the Claimant within 20 days
after receipt of the Claimant's submission, then the arbitrator may find for the
Claimant on any such issue and bar any subsequent consideration of the matter.

                  (e) Within 20 days after receipt of the Opposing Party's
response, the Claimant may submit to the arbitrator a reply to the Opposing
Party's response, or notification that no reply is forthcoming.

                  (f) Within 10 days after the latest submission as provided
above, the arbitrator shall notify the parties and the Additional Notice Parties
of the date of the hearing on the issues raised by the Claim. Scheduling of the
hearing shall be within the sole discretion of the arbitrator, but in no event
more than 30 days after the last submission by the parties, and shall take place
within 50 miles of the corporate headquarters of the Company at a place selected
by the arbitrator or such other place as is mutually agreed. Both parties shall
be granted substantially equal time to present evidence at the hearing. The
hearing shall not exceed one business day, except for good cause shown.

                  (g) Within 30 days after the conclusion of the hearing, the
arbitrator shall issue a written decision to be delivered to both parties and
the Additional Notice Parties (the "FINAL DETERMINATION"). The Final
Determination shall address each issue disputed by the parties, state the
arbitrator's findings and reasons therefor, and state the nature and amount of
any damages, compensation or other relief awarded.

                  (h) The award rendered by the arbitrator shall be final and
non-appealable and judgment may be entered upon it in accordance with applicable
law in such court as has jurisdiction thereof.

                  4. COSTS OF ARBITRATION. As part of the Final Determination,
the arbitrator shall determine the allocation of the costs and expenses of the
arbitration, including the arbitrator's fee and both parties' attorneys' fees
and expenses, based upon the extent to which each party prevailed in the
arbitration. In the event that any relief which is awarded is non-monetary, then
such costs and expenses shall be allocated in any manner as may be determined by
the arbitrators.

                  5. SATISFACTION OF AWARD. If any party fails to pay the amount
of the award, if any, assessed against it within 30 days after the delivery to
such party of the Final Determination, the unpaid amount shall bear interest
from the date of such delivery at the lesser of (i) the prime lending rate
reported by the Wall Street Journal plus three hundred basis points and (ii) the
maximum rate permitted by applicable usury laws. In addition, such party shall
promptly reimburse the other party for any and all costs or expenses of any
nature or kind whatsoever (including attorneys' fees) reasonably incurred in
seeking to collect such award or to enforce any Final Determination.

                  6. CONFIDENTIALITY OF PROCEEDINGS. The parties hereto agree
that all of the arbitration proceedings provided for herein, including any
notice of claim, the Notice of Arbitration, the submissions of the parties, and
the Final Determination issued by the arbitrator, shall be confidential and
shall not be disclosed at any time to any person other than the parties, their
representatives, the arbitrator and the Additional Notice Parties; PROVIDED THAT
this provision shall not prevent the party prevailing in the arbitration from
submitting the Final Determination to a court for the purpose of enforcing the
award, subject to comparable confidentiality protections if the court agrees;
and PROVIDED FURTHER that the foregoing shall not prohibit disclosure to the
minimum extent reasonably necessary to comply with (i) applicable law


                                                              Page 9 of 10 Pages

<PAGE>


(or requirement having the force of law), court order, judgment or decree,
including, without limitation, disclosures which may be required pursuant to
applicable securities laws, and (ii) the terms of contractual arrangements (such
as financing arrangements) to which the Company or any Additional Notice Party
may be subject so long as such contractual arrangements were not entered into
for the primary purpose of permitting disclosure which would otherwise be
prohibited hereunder.



IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
as of the date first written above.

FUELNATION INC.                              Executive
By: Christopher R. Salmonson,                By: James L Wilson
as its Chief Executive Officer





By:___________________________               By: ___________________________











                                                             Page 10 of 10 Pages

<PAGE>



                                FUEL NATION INC.


                              Employment Agreement
                                 First Amendment
                                 James L Wilson


           THIS EMPLOYMENT AGREEMENT is made as of this 29th day of May, 2001,
by and between FUELNATION INC., a Florida corporation (the "Company") whose
current main office address is: 1700 North Dixie Highway, Suite 125, Boca Raton,
Florida 33432, 561-391-5883, and, James L Wilson, whose current mailing address
is Post Office Box 520, Boca Raton, Florida 33429, 561-416-1100, (the
"Executive"). In consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree to modify the Employment Agreement
of April 5th, 2001as follows; For any terms and conditions that are not
consistent with the agreement that this document is amending, this document's
terms and conditions shall prevail; all other terms and conditions of the
Employment Agreement of April 5th, 2001 that are not modified or changed hereby,
shall be made part of this agreement as if restated herein at length:

           18. SCHEDULE OF TERMS OF EMPLOYMENT. The following special terms and
conditions are incorporated into this Employment Agreement as follows:

Name of Executive:             James L Wilson, Social Security Number:
                               (Tax ID#, on-file)
Address for Notice:            Post Office Box 520, Boca Raton, Florida 33429
Telephone:                     561-416-1100,  Fax 561-416-1110
E-mail:                        jw99@bellsouth.net

Position and Title:            Chief Operating Officer and Chief Financial
                               Officer, shall be immediately elected by the
                               Board of Directors and serve as a Director of the
                               Company and its affiliate Companies, for terms
                               commensurate with the terms of this Employment
                               Agreement. Errors, Omissions, and Director's
                               insurance shall be obtained and paid for by the
                               Company.

Initial Stock Purchases:       For the initial period from April 3rd, 2001
                               through June 1st, , 2001, Executive will have the
                               option of purchasing 150,000 shares of the
                               Company's Common stock at a price of $0.01 per
                               share. Said purchase at the option of the
                               Executive, shall be consummated at or before
                               October 3rd, 2001, payable in cash to the
                               Company.

Stock Option Plan:             A Company Stock Option Incentive Plan shall be
                               immediately provided by the Company to the
                               Executive by the full execution of this
                               agreement, where the Executive is granted common
                               stock options of the Company in an amount
                               equating to 6% of the total issued and
                               outstanding shares of all classes of stock,
                               warrants, and options on a fully diluted basis,
                               {this increases the 3.3% previously granted by
                               2.7%, equating to 6%} with an option exercise
                               price equating to $0.01 per share where said
                               stock options shall be fully transferrable, have
                               an exercise period of up to 10 years from
                               granting, shall be non-dilutive (meaning that as
                               any additional shares of capital stock {including
                               all classes of preferred and common capital
                               stock}, options, or warrants are sold or
                               delivered by the Company, or issued from its
                               treasury, or the total shares of all classes of
                               stock, options, and warrants of the Company
                               increase due to all merger and/or acquisition
                               activities), then Executive's total number of
                               options (at the same financial and time
                               characteristics) shall immediately increase so
                               that the resultant total options held by
                               Executive shall remain constant at 5% of the


                                      - 1 -

<PAGE>



                               total issued and outstanding shares of the
                               Company including all stock, options, warrants,
                               including all classes of common and preferred
                               stock of the Company on a fully diluted basis.
                               For example, if the company issued new stock,
                               options, warrants due to a merger, acquisition,
                               consultant fee, in the amount of 1,000,000
                               shares, then immediately the employee would
                               receive 50,000 options, with 10 year expiration,
                               exercisable at $0.01 per option. Thirty [30] days
                               following each calendar quarter, the
                               comptroller's office of the Company shall cause
                               to be issued an official stock option register to
                               the Executive showing the current common stock
                               options held by the Executive, all other options,
                               warrants, common and preferred shares
                               outstanding, showing the calculations thereby.

                               The Executive shall be granted, on or before
                               December 4th, 2001, additional common stock
                               options of the Company in an amount equating to
                               2% of the total issued and outstanding shares of
                               all classes of common and preferred stock,
                               warrants, and options on a fully diluted basis,
                               with an option exercise price equating to $0.01
                               per share where said stock options shall be fully
                               transferrable, have an exercise period of up to
                               10 years from granting, shall be non-dilutive
                               (meaning that as any additional shares of capital
                               stock {including all classes of preferred and
                               common capital stock}, options, or warrants are
                               sold or delivered by the Company, or issued from
                               its treasury, or the total shares of all classes
                               of stock, options, and warrants of the Company
                               increase due to all merger and/or acquisition
                               activities), then Executive's total number of
                               options shall immediately increase so that the
                               resultant total options held by Executive shall
                               remain constant at a total of 8% {this is the sum
                               of the 2% granting pursuant to this paragraph
                               plus the 6% granted pursuant to the above
                               paragraph and the initial base Employment
                               Agreement} of the total issued and outstanding
                               shares of the Company including all stock,
                               options, warrants, including all classes of
                               common and preferred stock of the Company on a
                               fully diluted basis.

                               The full execution of this agreement shall
                               constitute a valid and binding Stock Option
                               Incentive Plan between the Company and the
                               Executive. If the Company terminates the
                               Executive with or without cause at any time, then
                               no options granted to Executive will be returned
                               to the Company, however, additional options that
                               are to be granted due to the scheduled December
                               4th 2001 grant, any subsequent scheduled grant,
                               or the non-dilutive provision of the Agreement
                               will terminate 12 months from the date of such
                               termination, and only thereafter, shall no
                               further options will be granted to Executive. If
                               the Executive resigns voluntarily at any time,
                               then no options granted to Executive will be
                               returned to the Company, however, the
                               non-dilutive provision will be terminated as of
                               the date of termination, and thereafter no
                               further options will be granted to Executive. The
                               options recited in the initial base Agreement of
                               April 5th, 2001, {3.3% non-dilutive basis}, were
                               granted to Executive at inception of employment
                               and additional non-dilutive options in the
                               quantity of 2.7% are to be immediately granted
                               pursuant to this Amendment, equated to 6.0%. As
                               of January 18, 2001, pursuant to information
                               provided in the Company's Private Placement
                               Memorandum, page 29 thereof, the company has
                               Issued or committed to issue all classes of
                               capital stock, options, and warrants in amounts
                               equating to 164,082,466 shares on a fully diluted
                               basis; therefor as of that date, Executive's
                               options grantings to date exclusive of the
                               December 4th, 2001 future granting, would equate
                               to 6.0% of 164,082,466, equals 9,845,000 options
                               issued on a non-dilutive basis.

All other terms and conditions of the Employment Agreement of April 5th, 2001
that have not been modified or changed by this Amendment, shall be made part of
this agreement as if restated herein at length.

                                      - 2 -



<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
as of the date first written above.



FUELNATION INC.
By: Christopher R. Salmonson,                Executive
as its Chief Executive Officer               By: James L Wilson





By:___________________________
                                             By: ___________________________





                                     - 3 -





<PAGE>



                                FUEL NATION INC.


                              Employment Agreement
                                 First Amendment
                                 James L Wilson


           THIS EMPLOYMENT AGREEMENT is made as of this 29th day of May, 2001,
by and between FUELNATION INC., a Florida corporation (the "Company") whose
current main office address is: 1700 North Dixie Highway, Suite 125, Boca Raton,
Florida 33432, 561-391-5883, and, James L Wilson, whose current mailing address
is Post Office Box 520, Boca Raton, Florida 33429, 561-416-1100, (the
"Executive"). In consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree to modify the Employment Agreement
of April 5th, 2001as follows; For any terms and conditions that are not
consistent with the agreement that this document is amending, this document's
terms and conditions shall prevail; all other terms and conditions of the
Employment Agreement of April 5th, 2001 that are not modified or changed hereby,
shall be made part of this agreement as if restated herein at length:

         18. SCHEDULE OF TERMS OF EMPLOYMENT. The following special terms and
conditions are incorporated into this Employment Agreement as follows:

Name of Executive:        James L Wilson,  Social Security Number:
                          (Tax ID#, on-file)
Address for Notice:       Post Office Box 520, Boca Raton, Florida 33429
Telephone:                561-416-1100,  Fax 561-416-1110
E-mail:                   jw99@bellsouth.net

Position and Title:       Chief Operating Officer and Chief Financial Officer,
                          shall be immediately elected by the Board of Directors
                          and serve as a Director of the Company and its
                          affiliate Companies, for terms commensurate with the
                          terms of this Employment Agreement. Errors, Omissions,
                          and Director's insurance shall be obtained and paid
                          for by the Company.

Initial Stock Purchases:  For the initial period from April 3rd, 2001 through
                          June 1st, , 2001, Executive will have the option of
                          purchasing 150,000 shares of the Company's Common
                          stock at a price of $0.01 per share. Said purchase at
                          the option of the Executive, shall be consummated at
                          or before October 3rd, 2001, payable in cash to the
                          Company.

Stock Option Plan:        A Company Stock Option Incentive Plan shall be
                          immediately provided by the Company to the Executive
                          by the full execution of this agreement, where the
                          Executive is granted common stock options of the
                          Company in an amount equating to 6% of the total
                          issued and outstanding shares of all classes of stock,
                          warrants, and options on a fully diluted basis, {this
                          increases the 3.3% previously granted by 2.7%,
                          equating to 6%} with an option exercise price equating
                          to $0.01 per share where said stock options shall be
                          fully transferrable, have an exercise period of up to
                          10 years from granting, shall be non-dilutive (meaning
                          that as any additional shares of capital stock
                          {including all classes of preferred and common capital
                          stock}, options, or warrants are sold or delivered by
                          the Company, or issued from its treasury, or the total
                          shares of all classes of stock, options, and warrants
                          of the Company increase due to all merger and/or
                          acquisition activities), then Executive's total number
                          of options (at the same financial and time
                          characteristics) shall immediately increase so that
                          the resultant total options held by Executive shall
                          remain constant at 5% of the

                                      - 1 -

<PAGE>



                          total issued and outstanding shares of the Company
                          including all stock, options, warrants, including all
                          classes of common and preferred stock of the Company
                          on a fully diluted basis. For example, if the company
                          issued new stock, options, warrants due to a merger,
                          acquisition, consultant fee, in the amount of
                          1,000,000 shares, then immediately the employee would
                          receive 50,000 options, with 10 year expiration,
                          exercisable at $0.01 per option. Thirty [30] days
                          following each calendar quarter, the comptroller's
                          office of the Company shall cause to be issued an
                          official stock option register to the Executive
                          showing the current common stock options held by the
                          Executive, all other options, warrants, common and
                          preferred shares outstanding, showing the calculations
                          thereby.

                          The Executive shall be granted, on or before December
                          4th, 2001, additional common stock options of the
                          Company in an amount equating to 2% of the total
                          issued and outstanding shares of all classes of common
                          and preferred stock, warrants, and options on a fully
                          diluted basis, with an option exercise price equating
                          to $0.01 per share where said stock options shall be
                          fully transferrable, have an exercise period of up to
                          10 years from granting, shall be non-dilutive (meaning
                          that as any additional shares of capital stock
                          {including all classes of preferred and common capital
                          stock}, options, or warrants are sold or delivered by
                          the Company, or issued from its treasury, or the total
                          shares of all classes of stock, options, and warrants
                          of the Company increase due to all merger and/or
                          acquisition activities), then Executive's total number
                          of options shall immediately increase so that the
                          resultant total options held by Executive shall remain
                          constant at a total of 8% {this is the sum of the 2%
                          granting pursuant to this paragraph plus the 6%
                          granted pursuant to the above paragraph and the
                          initial base Employment Agreement} of the total issued
                          and outstanding shares of the Company including all
                          stock, options, warrants, including all classes of
                          common and preferred stock of the Company on a fully
                          diluted basis.

                          The full execution of this agreement shall constitute
                          a valid and binding Stock Option Incentive Plan
                          between the Company and the Executive. If the Company
                          terminates the Executive with or without cause at any
                          time, then no options granted to Executive will be
                          returned to the Company, however, additional options
                          that are to be granted due to the scheduled December
                          4th 2001 grant, any subsequent scheduled grant, or the
                          non-dilutive provision of the Agreement will terminate
                          12 months from the date of such termination, and only
                          thereafter, shall no further options will be granted
                          to Executive. If the Executive resigns voluntarily at
                          any time, then no options granted to Executive will be
                          returned to the Company, however, the non-dilutive
                          provision will be terminated as of the date of
                          termination, and thereafter no further options will be
                          granted to Executive. The options recited in the
                          initial base Agreement of April 5th, 2001, {3.3%
                          non-dilutive basis}, were granted to Executive at
                          inception of employment and additional non-dilutive
                          options in the quantity of 2.7% are to be immediately
                          granted pursuant to this Amendment, equated to 6.0%.
                          As of January 18, 2001, pursuant to information
                          provided in the Company's Private Placement
                          Memorandum, page 29 thereof, the company has Issued or
                          committed to issue all classes of capital stock,
                          options, and warrants in amounts equating to
                          164,082,466 shares on a fully diluted basis; therefor
                          as of that date, Executive's options grantings to date
                          exclusive of the December 4th, 2001 future granting,
                          would equate to 6.0% of 164,082,466, equals 9,845,000
                          options issued on a non-dilutive basis.

All other terms and conditions of the Employment Agreement of April 5th, 2001
that have not been modified or changed by this Amendment, shall be made part of
this agreement as if restated herein at length.



                                     - 2 -


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
as of the date first written above.




FUELNATION INC.
By: Christopher R. Salmonson,
as its Chief Executive Officer





By:___________________________
Executive
By: James L Wilson






By: ___________________________




                                     - 3 -

<PAGE>