EXHIBIT 10.09

                              EMPLOYMENT AGREEMENT

I.       This agreement is executed this 9th day of February, 2000 and made
         effective as of March 1, 2000 ("Effective Date"), between SCTN dba IC
         ONE, Inc. ("Company"), a Florida corporation ("Employer"), and Jim
         Williams (collectively the "Parties").

II.      RECITALS

         A.       Employer is a Florida corporation, the principal business of
                  which is as a software solutions company with particular
                  expertise in Smart Card Loyalty programs.

         B.       Employer's current headquarters office is in Salt Lake City,
                  Utah.

         C.       Jim has been hired to serve as President and CEO. The parties
                  wish to enter into a written agreement to memorialize the
                  terms of Jim's employment by the Employer.

III.     AGREEMENT.

         In consideration of the employment of Jim by the Employer and other
         good and valuable consideration, the parties hereto agree as follows:

         A.       Employment. The Employer agrees to employ Jim as President and
                  CEO and member of the Board of Directors on the terms set
                  forth herein. Jim accepts such employment and agrees to work
                  full time and use his best efforts in performing services for
                  the Employer.

         B.       Restriction on Competitive Employment. For the period of
                  twelve months immediately following termination of employment
                  with Company, the employee shall not engage in any work or
                  other activity whether as an owner, stockholder, partner,
                  officer, consultant, employee involving a product or process
                  or business that is in direct competition with Company, or any
                  successor company without a prior written release from
                  Company.

         C.       Inventions. The employee shall promptly disclose to the
                  company any and all inventions, discoveries, developments,
                  improvements, machines, appliances, processes, software,
                  firmware, products, or the

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                  like whether patentable or not, which are related to the
                  Company's business (all of which are referred to herein as
                  "inventions") which the employee may invent, conceive,
                  produce, or reduce to practice, either solely or jointly with
                  others, at any time (whether or not during working hours)
                  during the period of employment. All such inventions which in
                  any way relate to the goods, materials, or services developed,
                  produced, used or sold by the Company or any of it's
                  subsidiaries shall at all times and for all purposes be
                  regarded as acquired and held by the employee in a fiduciary
                  capacity for, and solely for the benefit of the Company. No
                  termination of employment or of this agreement shall release
                  the employee or the employee's heirs or legal representatives
                  from the foregoing obligations as to such inventions.

         D.       Terms & Salary. This agreement shall be for a term of two (2)
                  years from the Effective Date unless sooner terminated as
                  provided in paragraph 6 ("Termination"). Jim shall be paid a
                  salary for services hereunder commencing at the monthly rate
                  of $10,000 per month for the first six months, escalating to
                  $12,000 per month thereafter, with a review to occur each
                  quarter until Jim's compensation is consistent with the market
                  for this position. The Board may, from time to time in its
                  sole discretion, grant such increases to Base Salary and
                  bonuses to Jim, as it deems appropriate during the Term.
                  Employer shall be granted the option of delaying payment of
                  salary during the first six (6) months or until an additional
                  $1,000,000 in funding is received by employer, provided that
                  the Company's obligations to pay employee for reimbursable
                  travel expenses is current within 30 days of submittal.

         E.       Place of Work. The Company acknowledges that its current
                  office location is temporary and that it will at some point
                  make a decision to locate its corporate office either in Salt
                  Lake City or in the Orange County area of California. The date
                  when such permanent location is noticed and occupied by the
                  Company will be the "Permanent Office Location". Prior to
                  Permanent Office Location, Employee will maintain his
                  principal place of work at his home office in California.
                  Employee commits to travel for no less than three weeks per
                  month to the Company's temporary office location.

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         F.       Benefits.

                  1.       Fringe Benefits. Jim shall be entitled to and shall
                           receive all benefits of employment generally
                           available to other executives and administrative
                           personnel of the Employer, including, without
                           limitation, participation in the following:

                           a.       Group Health and Life Insurance. Jim will be
                                    eligible to participate in such group health
                                    and life insurance plans, which the Employer
                                    may keep in effect during the Term, subject
                                    to the terms of any such plans.

                           b.       Long Term Disability. Jim will be eligible
                                    to participate in such long-term disability
                                    plans which the Employer may keep in effect
                                    during the Term, subject to the terms of any
                                    such plan.

                           c.       Commuting and Relocation Expenses. Employer
                                    shall reimburse Jim for all reasonable
                                    business expenses including: travel and
                                    lodging for commuting from his principal
                                    place of work to the Company's temporary
                                    headquarters in Salt Lake City, Utah.

                           d.       Business Expenses. The Employer shall pay
                                    the actual and normal expenses incurred by
                                    Jim for the benefit of the Employer in
                                    performing his duties as President and CEO
                                    of the Employer in accordance with the
                                    Employer's expense reimbursement policy, as
                                    adopted from time to time.

                           e.       Vacation. Jim shall be entitled to vacation
                                    benefits in accordance with the employer's
                                    vacation policy, as adopted from time to
                                    time, Jim's initial vacation accrual will be
                                    at the rate of 20 days per year commencing
                                    on the Effective Date. Jim shall cease
                                    accruing additional vacation benefits at any
                                    time or times as he equals or exceeds the
                                    maximum level of accrued and unused vacation
                                    benefits which Employer's employees are
                                    permitted to accrue in accordance with the
                                    Employer's current personnel policies.

                           f.       Sick Leave/Personal Leave. Jim shall be
                                    entitled to sick leave and personal leave
                                    benefits in accordance with the Employer's
                                    personnel policies, as adopted from time to
                                    time.

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                           g.       Accrual Year. Any of the benefits provided
                                    under this Agreement or under Employer's
                                    personnel policies generally which are
                                    accrued on a "per year" basis, are deemed to
                                    accrue during each of Employer's fiscal
                                    years in accordance with Employer's
                                    personnel policies applicable to its
                                    employees generally. Any benefits accruing
                                    from the Effective Date through the end of
                                    the current fiscal year will be prorated for
                                    such year.

                  2.       Indemnity. Employer shall indemnify Jim to the
                           maximum extent permissible under law as an agent and
                           officer for acts taken by him during the Term on
                           behalf of Employer provided such acts are taken in
                           good faith and in what is in the best interest of
                           Employer.

                  3.       Directors' and Officers' Insurance. Employer agrees
                           to obtain and maintain a policy of directors and
                           officers insurance covering Jim's acts as an officer,
                           as the case may be and as may be limited by the terms
                           of any such insurance policy, in a face amount of no
                           less than ONE MILLION DOLLARS ($1,000,000.00), when
                           employer becomes eligible for this policy at standard
                           rates.

                  4.       Stock Options. Employer has agreed to cause to be
                           issued, as of the date approved by the Board of
                           Directors, options for Jim to purchase 2,250,000
                           shares of employer's stock at a purchase price of 48
                           cents per share. These options expire 10 years from
                           the date of the Grant. These options will vest
                           immediately but will be returned to the company at a
                           rate of 25% every six months from the date of the
                           grant if Jim terminates his employment within two
                           year from the Effective Date. Subject to applicable
                           securities rules, if there is a change in control of
                           Company, all unvested options, including "Performance
                           Options" will immediately vest. Further, as a
                           condition to the issuance of any such options, Jim
                           agrees to execute and deliver to Employer all such
                           forms as it may reasonably request in order to comply
                           with applicable securities laws.

                  5.       Registration of Securities. The Company agrees to
                           forthwith register the securities underlying the
                           Stock Options described in Section 4 above and any
                           stock appreciation rights or plan interests (the
                           "SAR"s)l, which may be deemed by the Securities and
                           Exchange Commission

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                           (the "SEC") to require registration, in order for
                           employee to be able to freely assign or trade the
                           SAR's or the underlying securities.

                  6.       Termination.

                           a.       Termination as a result of a change of
                                    control or for good cause. This Agreement is
                                    terminable prior to the expiration of the
                                    Term, in the manner and to the extent set
                                    forth in this section 6.

                           b.       Death, Disability or Resignation During
                                    Term. This Agreement shall automatically
                                    terminate upon the death of Jim or Jim's
                                    voluntary resignation during the Term. The
                                    Employer or Jim may terminate this Agreement
                                    upon reasonable determination of Jim's total
                                    disability. As used herein, total disability
                                    means Jim's inability to perform his normal
                                    and usual duties as President and CEO of the
                                    Employer due to physical disability or
                                    physical or mental illness for a period of
                                    ninety (90) consecutive calendar days.

                           c.       Termination for Cause. The Employer may
                                    terminate this Agreement immediately, and
                                    except as otherwise set forth below, without
                                    prior notice, for "Cause" which shall mean:

                                    i.       Jim's excessive use of alcohol or
                                             illegal drug abuse;

                                    ii.      Any material dishonest act by Jim
                                             relating to the Employer's
                                             business;

                                    iii.     Any act by Jim that would be
                                             materially detrimental to the
                                             business or reputation of the
                                             Employer;

                                    iv.      Jim's rendering any services to a
                                             firm or entity which does business
                                             in a field competitive with the
                                             business of Employer except as may
                                             be expressly authorized in writing
                                             pursuant by the Board, or

                                    v.       Jim's substantial failure to
                                             perform the material services
                                             contemplated by this Agreement, it
                                             being understood and agreed that
                                             the Employer must give Jim notice
                                             of such failure by the Employer and
                                             not less than sixty (60) days with

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                                             in which to cure such failure
                                             before invoking the provisions of
                                             this subparagraph v. in terminating
                                             Jim.

                           d.       Without Cause or from Change of Control. The
                                    Employer may terminate this Agreement during
                                    the Term without Cause upon giving sixty
                                    (60) days prior written notice of such
                                    termination. Such notice is deemed to be
                                    given in the event of change of control as
                                    described in section 11 below.

                  7.       Severance Pay. If Jim's employment terminates due to
                           his death, disability or by Employer notice without
                           cause as described in Section 6 above at any time
                           prior to the Term, Employer will pay to Jim or his
                           legal designee(s), an amount equal to two times his
                           annual Base Salary ("Severance Pay"). Any vesting
                           rights in any Stock Option Plan agreed to pursuant to
                           Section 4 hereof shall continue to accrue for a
                           36-month period following such termination.

                  8.       No Severance Pay upon Resignation. It is expressly
                           understood and agreed that Jim (or his personal
                           representative, as the case may be) shall not be
                           entitled to any Severance Pay if he resigns during
                           the Term.

                  9.       Manner of Payment of Severance Pay. Any Severance Pay
                           hereunder will be paid at such intervals and in the
                           manner dictated by the Employer's normal pay
                           practices.

                  10.      Notice of Termination. The Employer shall give Jim
                           notice of the termination of this Agreement pursuant
                           to sub-section b-d of this Section 6 and, except as
                           otherwise provided herein, the termination of this
                           Agreement shall be effective upon the giving of such
                           notice.

                  11.      Change of Control. As used in this section, the term
                           "change of control" means and refers to:

                           a.       Any merger, consolidation, or sale of the
                                    Company such that any individual, entity or
                                    group (within the meaning of section 13 (d)
                                    (3) or 14 (d) (2) of the Securities Exchange
                                    Act of 1934, as amended (the "Exchange Act")
                                    acquires beneficial ownership, within the
                                    meaning of Rule 13d-3 of the Exchange Act,
                                    of 20 percent or more of the voting common
                                    stock of the Company;

                           b.       Any transaction in which the Company sells
                                    substantially all of its material assets;

                           c.       A dissolution of liquidation of the Company;
                                    or

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                           d.       The Company becomes a non-publicly held
                                    company.

                           e.       A "change of control" as used in this
                                    section does not include a direct capital
                                    investment in the company.

IV.      Integration. This Agreement contains the entire agreement between the
         parties and supersedes all prior oral and written agreements,
         understandings, commitments and practices between the parties,
         including, without limitation, all prior employment agreements, whether
         or not fully performed before the date of this Agreement. No amendments
         to this Agreement may be made except by a writing signed by both
         parties.

V.       Arbitration. Any controversy or claim arising out of or relating to
         this agreement, or breach of this agreement, shall be settled by
         binding arbitration in accordance with the Commercial Arbitration Rules
         of the American Arbitration Association and judgment on the award
         rendered by the arbitrators may be entered in any court having
         jurisdiction. Within five (5) business days after a demand has been
         made to arbitrate a dispute, the parties will meet and attempt to agree
         on a single arbitrator. If the parties are unable to agree on a single
         arbitrator, then each party shall, before the expiration of such five
         (5) day period, designate an arbitrator. Within (30) additional
         business days thereafter the two arbitrators shall select a third
         arbitrator. If for any reason they cannot agree on a third arbitrator,
         they may apply to the Utah Superior Court for the name of a neutral
         party. The three arbitrators shall hear all the evidence, and a
         majority vote shall set the award of the arbitrators. Each party shall
         pay the fees of the arbitrator he or it selects and of his or its own
         attorneys, and the expenses of his or its witnesses and all other
         expenses connected with presenting his or its case. Other costs of the
         arbitration, including the cost of any record or transcripts of the
         arbitration, administrative fees, the fee of the third arbitrator, and
         all other fees and costs, shall be borne equally by the parties.
         Notwithstanding the foregoing, the arbitrators may award reasonable
         attorneys' fees and costs to the prevailing party in their award.

VI.      Litigation. In the event legal action or arbitration is brought to
         enforce any of the provisions of this Agreement or for any breach
         thereof, reasonable attorneys' fees and costs shall be awarded to the
         prevailing party or parties in said action. All legal action is to take
         place in Salt Lake City, Utah or such other city where the Company
         maintains permanent offices.

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VII.     Notices. Any notice given pursuant to this Agreement must be sent by
         United States Certified Mail (postage prepaid) and shall be deemed
         given on dates on which the envelope or envelopes containing such
         notices are deposited in the United States Mail. The Addresses of the
         parties to be used for the giving of notices shall be as set forth on
         the signature page of the Agreement. The parties hereto may change the
         addresses to which notices to them may be sent by giving written notice
         thereof in accordance with this paragraph.

VIII.    Sever Ability of Provision. If any provision of this Agreement is
         invalid or illegal, the other provision shall nevertheless remain in
         full force and affect.

IX.      Controlling Law. This Agreement is entered into in the State of Utah
         and shall be interpreted and controlled by the laws of the State of
         Utah.

X.       Successors. The Agreement shall be binding on and shall inure to the
         benefit of the parties to it and their respective successors and
         assigns.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
February 9, 2000.

Employer:  IC ONE


By:  /s/ David Simon                                 By:   /s/ Jim Williams
     ------------------------------                        ---------------------
     David Simon                                           Jim Williams
     Chairman



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