FUEL NATION



                                 FUELNATION INC.
                              EMPLOYMENT AGREEMENT
                           FOR MICHAEL D. FREUDENBERG


           THIS EMPLOYMENT AGREEMENT is made as of this 10th day of February,
2001, by and between FUELNATION INC., a Florida corporation (the "Company") with
an address at 1700 North Dixie Highway, Suite 125, Boca Raton, Florida 33432 and
MICHAEL D. FREUDENBERG (the "Employee"). 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 Employee, and the Employee 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, Employee shall perform the normal
duties, responsibilities and authority of such Position which shall expressly
include those duties and responsibilities set forth on the annexed (Exhibit A)
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, Employee shall report to the Board
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 said Schedule of
Terms of Employment. Employee 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
Employee from making passive investments that are not otherwise prohibited in
this Agreement.

           2. COMPENSATION AND BENEFITS.

           (a) BASE SALARY. During the Employment Period, Employee'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. In addition, during the Employment Period, Employee shall be entitled
to participate in all of the Company's employee benefit programs for which
similar employees of the Company are generally eligible.

           (b) EXPENSES. During the Employment Period, the Company shall
reimburse Employee 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

             FUELNATION Corporate Offices: 1700 North Dixie Highway,
                      Suite 125, Boca Raton, Florida 33433
                Telephone: 561-391-5883 Secure Fax: 561-391-4618
                      Internet Address: www.FUELNATION.com



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                                   FUEL NATION


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
employee in the position of the Employee (the "Bonus Plan"). In addition to the
Base Salary, the Board shall award a bonus to Employee in accordance with the
Bonus Plan following the end of each fiscal year during the Employment Period
based upon Employee's performance and the Company's operating results during
such year.

           (d) All amounts payable to Employee 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 Employee'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. The Employment Period shall automatically be extended for successive
one-year terms following the expiration of the Employment Period and on each
anniversary thereafter, unless terminated sooner pursuant to the provisions
hereof, or unless the Company or Employee gives written notice to the other
party within 30 days prior to the expiration of the Employment Period including
any renewal periods thereafter stating their 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 Employee.
Employee shall notify the Company at least 30 days prior to the effective date
of Employee's resignation. Except as otherwise expressly provided herein, all of
Employee'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
Employee owes it against any amounts it owes Employee 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, disloyalty 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

                     FUELNATION Corporate Offices: 1700 North Dixie Highway,
                      Suite 125, Boca Raton, Florida 33433
                Telephone: 561-391-5883 Secure Fax: 561-391-4618
                      Internet Address: www.FUELNATION.com



                                                              Page 2 of 12 Pages

<PAGE>

                                   FUEL NATION


other agreement between the Company and Employee (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 Employee 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, Employee 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, Employee
shall be entitled to continue to receive his Base Salary payable in regular
installments for the period set forth on said Schedule of Employment Terms, (the
"Severance Period") if and only if the Employee has executed and delivered to
the Company a general release of all claims against the Company and its
stockholders, directors and employees in form and substance satisfactory to the
Company and only so long as Employee 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. Employee 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, Employee agrees that he shall not
disclose to any unauthorized person or use for his own purposes any Confidential
Information without the prior written consent of the Board, unless and to the
extent 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 Employee's acts or omissions, phone books, logs, rolodexes, calendars.
Employee 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. Employee acknowledges that all
inventions, innovations, improvements, developments, methods, designs, analysis,
drawings, reports and all similar or related information (whether or not
patentable) 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 Employee 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 Employee might have under the law or
otherwise are hereby expressly assigned to the Company. Employee shall promptly

             FUELNATION Corporate Offices: 1700 North Dixie Highway,
                      Suite 125, Boca Raton, Florida 33433
                Telephone: 561-391-5883 Secure Fax: 561-391-4618
                      Internet Address: www.FUELNATION.com



                                                              Page 3 of 12 Pages

<PAGE>



                                   FUEL NATION


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. NON-COMPETE, NON-SOLICITATION. In further consideration of the
compensation to be paid to Employee hereunder, Employee acknowledges that in the
course of his employment with the Company on and after the date hereof he shall
become familiar, and during his employment with the Company prior to the date
hereof he has become familiar, with the Company's trade secrets and with other
Confidential Information concerning the Company and its predecessors and its
affiliates and that his services have been and shall be of special, unique and
extraordinary value to the Company. Therefore, Employee agrees that, during the
Employment Period and for Twenty-Four (24) months thereafter (the "Non-compete
Period"), he shall not directly or indirectly own any interest in, manage,
control, participate in, consult with, render services for, or in any manner
engage in any business competing with the businesses of the Company and its
affiliates as such businesses exist or are in process on the date of the
termination or expiration of the Employment Period, within any geographical area
in the United States in which the Company or its affiliates engage or plan to
engage in such businesses. Employee is entitled to receive his Base Salary for
the initial Non- compete Period payable in regular installments.

            Notwithstanding anything to the contrary in this Agreement, the
Company may, at its sole option, extend the Non-compete Period for up to two (2)
additional 12-month periods by notifying Employee in writing at least 60 days
prior to the end of the Non-compete Period or the end of the first 12-month
extension thereof. If the Company so exercises its rights under the preceding
sentence, Employee shall be entitled to continue to receive his Base Salary (or
begin to receive his Base Salary after the termination of the initial
Non-compete Period if Employee was not otherwise entitled to receive his Base
Salary during the Initial Non-compete Period) payable in regular installments
for such additional 12-month period and (if elected by the Company) such
successive 12-month period (subject, in each case, to reductions as provided in
this agreement). Nothing herein shall prohibit Employee from being a passive
owner of not more than 2% of the outstanding stock of any class of a corporation
which is publicly traded, so long as Employee has no active participation in the
business of such corporation.

           During the Non-compete Period and during any additional periods
during which Employee is receiving his Base Salary as provided in the preceding
paragraph, Employee shall not directly or indirectly (and shall not permit any
of his affiliates to) (i) induce or attempt to induce any employee of the
Company or its affiliates to leave the employ of the Company or its affiliates
or in any way interfere with the relationship between the Company or its
affiliates and any employee thereof, (ii) hire any person who was an employee of
the Company or its affiliates at any time during the Employment Period or (iii)
call on, solicit or service any customer of the Company of its affiliates
(including any person or entity that was a customer or other material business
relation of the Company or its affiliates at any time during the 12-month period
ending on the termination of the Employment Period), induce or attempt to induce
any customer, supplier, licensee, licensor, franchisee or other business
relation of the Company or its affiliates to cease doing business with the

             FUELNATION Corporate Offices: 1700 North Dixie Highway,
                      Suite 125, Boca Raton, Florida 33433
                Telephone: 561-391-5883 Secure Fax: 561-391-4618
                      Internet Address: www.FUELNATION.com



                                                              Page 4 of 12 Pages

<PAGE>

                                   FUEL NATION


Company or such affiliate, or in any way interfere with the relationship between
any such customer, supplier, licensee, licensor, franchisee or other business
relation and the Company or its affiliates (including, without limitation,
making any negative or disparaging statements or communications regarding the
Company or its affiliates).

           7. 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 Employee's services are unique and because Employee 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 Employee 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
Employee, the Non-compete Period shall be tolled until such breach or violation
has been duly cured. Employee acknowledges that the restrictions contained
herein are reasonable and that he has reviewed the provisions of this Agreement
with his legal counsel.

           8. REPRESENTATIONS AND WARRANTIES. Employee hereby represents and
warrants to the Company that (i) the execution, delivery and performance of this
Agreement by Employee do not and shall not conflict with, breach, violate or
cause a default under any contract, agreement, instrument, order, judgment or
decree to which Employee is a party or by which he is bound, (ii) Employee 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 Employee, enforceable in accordance with its
terms. The Company hereby represents and warrants to Employee 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 Employee, this Agreement shall be
the valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms. Employee 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.

                  9. SURVIVAL. 4 through 18 shall survive and continue in full
force in accordance with their terms notwithstanding the expiration or
termination of the Employment Period.

                  10. 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

             FUELNATION Corporate Offices: 1700 North Dixie Highway,
                      Suite 125, Boca Raton, Florida 33433
                Telephone: 561-391-5883 Secure Fax: 561-391-4618
                      Internet Address: www.FUELNATION.com



                                                              Page 5 of 12 Pages

<PAGE>


                                   FUEL NATION


registered mail, return receipt requested, if to the Employee 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: Chris Salmonson,
1700 N. Dixie Highway, Suite 125, Boca Raton, Florida 33432, 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 day after sending by overnight courier, or
(ii) 3 days after sent by first class registered mail.

           11. 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.

           12. 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.

                  13. 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.

                  14. 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.

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

           16. 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.

                  17. AMENDMENT AND WAIVER. The provisions of this Agreement may
be amended or waived

             FUELNATION Corporate Offices: 1700 North Dixie Highway,
                      Suite 125, Boca Raton, Florida 33433
                Telephone: 561-391-5883 Secure Fax: 561-391-4618
                      Internet Address: www.FUELNATION.com



                                                              Page 6 of 12 Pages

<PAGE>




                                   FUEL NATION


only with the prior written consent of the Company (as approved by the Board)
and Employee, 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.

           18. 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 in Exhibit B attached hereto 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 Employee 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 in Exhibit B attached hereto). Each
party hereto further agrees that each other party hereto may initiate litigation
in any court of competent jurisdiction to execute any judicial judgment
enforcing a Final Determination.

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

           FUELNATION INC.                   EMPLOYEE





                                             By:
           By:






            FUELNATION Corporate Offices: 1700 North Dixie Highway,
                      Suite 125, Boca Raton, Florida 33433
                Telephone: 561-391-5883 Secure Fax: 561-391-4618
                      Internet Address: www.FUELNATION.com



                                                              Page 7 of 12 Pages

<PAGE>





                                   SCHEDULE OF
                               TERMS OF EMPLOYMENT
                                   (EXHIBIT A)

19. The following terms are incorporated by reference into the annexed
    Employment Agreement for:

Name of Employee:              MICHAEL D. FREUDENBERG
                               Soc. Sec. No. (on file)
Address for Notice:            21802 High Pine Trail
                               Boca Raton, FL 33428

Position and Title:            Lead Engineer- Data Base Design

Duties and Responsibilities:   Design, develop and implement the back end
                               systems to handle the high volume transaction
                               based environment of the company's clients.

Vacation Time:                 2 weeks per year (paid vacation / roll-over or
                               paid if not used)

Sickness/ Other Absences:      6 days per year (no roll-over)

Initial Base Salary:           $105,000.00 (annual)

Bonus Plan (incentives):       Additional Bonus Plan(s) to be adopted by the
                               Board of Directors as noted in paragraph (2)(c)
                               of the Employment Agreement.

Stock Option Plan:             A Company Stock Option Incentive Plan shall be
                               immediately provided by the Company to the
                               Employee by the full execution of this agreement,
                               with an effective date of JANUARY 2ND, 2001,
                               where the Employee is granted common stock
                               options of the Company in an amount equating to
                               33,334 options for common stock in the company,
                               with an option exercise price equating to $0.01
                               per share, for each such option exercised, where
                               said stock options shall be fully transferrable,
                               and have an exercise period of 5 years from
                               granting. On JANUARY 2ND, 2002, the Employee
                               shall be granted common stock options of the
                               Company in an amount equating to 33,333 options
                               for common stock in the company, with an option
                               exercise price equating to $0.01 per share, for
                               each such option exercised, where said stock
                               options shall be fully transferrable, and have an
                               exercise period of 5 years from granting. On
                               JANUARY 2ND, 2003, the Employee shall be granted
                               common stock options of the Company in an amount
                               equating to 33,333 options for common stock in
                               the company, with an option exercise price
                               equating to $0.01 per share, for each such option
                               exercised, where said stock options shall be
                               fully transferrable, and have an exercise period
                               of 5 years from granting. The full execution of
                               this agreement shall constitute a valid and
                               binding Stock Option Incentive Plan between the
                               Company and the Employee. If the Company
                               terminates the Employee with or without cause at
                               any time, then no options granted to Employee
                               will be returned to the Company. If the Employee
                               resigns at any time, then no options granted to
                               Employee will be returned to the Company,
                               however, no further options will be granted to
                               Employee. The Employee may elect to exercise all
                               or a portion of the stock options granted
                               thereto, however, no more frequently than
                               (calendar)

            FUELNATION Corporate Offices: 1700 North Dixie Highway,
                      Suite 125, Boca Raton, Florida 33433
                Telephone: 561-391-5883 Secure Fax: 561-391-4618
                      Internet Address: www.FUELNATION.com



                                                              Page 8 of 12 Pages

<PAGE>


                               FUEL NATION


                               Quarterly. Employee must comply with all State,
                               Federal and Securities laws regarding stock
                               option plans and sale of such shares to third
                               parties.

Employment Period:             Begin Date: November 6, 2000;
                               End Date: November 5, 2003
                               (Subject to successive one-year renewal periods)

Severance Payments:
                               Termination for Death:   Base Salary for 6 months
                               Termination for
                                   Disability:          Base Salary for 6 months
                               Termination Without
                                   Cause:              Base Salary for 12 months

Other Special Terms:           Healthcare plan for Employee to be adopted as
                               follows: Paid in full by the Company.



                              ARBITRATION PROCEDURE

                                   (EXHIBIT B)

                  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 Employee and the Board shall meet and
attempt to agree on an arbitrator to hear and decide the Claim. If the Employee
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 Employee and the Board shall request the
appointment of another arbitrator by the AAA subject to the same requirements.

             FUELNATION Corporate Offices: 1700 North Dixie Highway,
                      Suite 125, Boca Raton, Florida 33433
                Telephone: 561-391-5883 Secure Fax: 561-391-4618
                      Internet Address: www.FUELNATION.com



                                                              Page 9 of 12 Pages

<PAGE>


                                   FUEL NATION



                  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.

                  (b) All written communications regarding the proceeding sent
to the arbitrator shall be sent simultaneously 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

                    FUELNATION Corporate Offices: 1700 North Dixie Highway,
                      Suite 125, Boca Raton, Florida 33433
                Telephone: 561-391-5883 Secure Fax: 561-391-4618
                      Internet Address: www.FUELNATION.com



                                                             Page 10 of 12 Pages

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                                   FUEL NATION


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 (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.

             FUELNATION Corporate Offices: 1700 North Dixie Highway,
                      Suite 125, Boca Raton, Florida 33433
                Telephone: 561-391-5883 Secure Fax: 561-391-4618
                      Internet Address: www.FUELNATION.com



                                                             Page 11 of 12 Pages

<PAGE>



                                   FUEL NATION



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

                     FUELNATION INC.              EMPLOYEE





                                                  By:
                       By:













             FUELNATION Corporate Offices: 1700 North Dixie Highway,
                      Suite 125, Boca Raton, Florida 33433
                Telephone: 561-391-5883 Secure Fax: 561-391-4618
                      Internet Address: www.FUELNATION.com



                                                             Page 12 of 12 Pages

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