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                                                                   Exhibit 10.4

                  CYNET, Incorporated and Robert P. Demyanovich

                              EMPLOYMENT AGREEMENT

Agreement dated this 9th day of May, 2001 by and between Robert P. Demyanovich,
who resides at 1301 East Fourth, Royal Oak, Michigan 48067 ("Executive") and
CYNET, Incorporated, having an office at 12777 Jones Road., Ste. #400 Houston,
Texas 77070 the ("Company").

WHEREAS the Company desires to employ Executive as President and Chief Operating
Officer (COO), and Executive desires to accept employment with the Company,
subject to the terms and conditions hereinafter set forth and subject to
ratification by the Company's Board of Directors;

NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the Company and Executive agree as follows:

1. Period of Employment. The Company shall employ Executive, and Executive shall
serve the Company during the period commencing on the 9th of May 2001 and
continuing through and including the 9th of May, 2006, the date of Executive's
voluntary resignation from employment with the Company or the date the Company
terminates Executive's employment for cause (the "Term"). The Term shall
automatically be extended by one (1) additional year, unless, at least One
Hundred Eighty (180) days prior to Seventh of May, 2006 or any anniversary
thereafter, the Company shall deliver to Executive, or Executive shall deliver
to the Company, written notice that the Term shall not be so extended.

2. Duties and Responsibilities.

(a) During the Term, Executive shall be employed by the Company as President &
COO. During the Term, Executive shall, except during periods of vacation, sick
leave, or other duly authorized leave of absence, devote his time, attention,
skill, and ability to the faithful and diligent performance of such duties and
the exercise of such powers as may from time to time be assigned to or vested in
Executive by the Company's Board of Directors or by any officer of the Company
superior to Executive

(b) During the Term, it shall not be a violation of this Agreement for Executive
to serve as an officer or director of Mail2Media LLC or a director of a civic or
charitable organization or committee, to perform speaking engagements, or to
manage personal passive investments.


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(c) Executive's services shall be performed at the Company's offices in Houston,
TX or at any Mail2Media facilities as well as at such other locations and
subject to such travel requirements as reasonably necessary to the performance
of Executive's duties hereunder.

3. Compensation.

(a) During the Term, as compensation for services rendered hereunder and in
consideration of this Agreement, the Company shall pay Executive a salary, in
accordance with the Company's then-prevailing payroll practices, at the annual
rate of $250,000 USD or such greater amount as the Company may from time to time
and in its sole discretion determine.

(b) During the Term, as additional compensation, Executive or Executive's Trust
shall receive one million (1,000,000) shares of Class A Stock within 10 days of
signing this agreement. Within 10 days of the Company filing its form 10-Q or
10-K report with the Securities and Exchange Commission, the Company shall issue
an additional one million (1,000,000) shares of Class A Stock to Executive if
the Company reported positive EBITDA for the reporting quarter. Nevertheless,
the Company shall not issue more than a cumulative amount of five million
(5,000,000) shares to Executive pursuant to this subsection 3(b).

(c) During the Term, as additional compensation, Executive shall receive yearly
"Bonus" compensation equal to five (5) percent of the EBITDA of Cynet, Inc for
the prior calendar year and during the term of this agreement.

(d) During the Term, as additional compensation, Executive shall receive yearly
"Stock Options" as defined within 30 days of this agreement.

(e) During the Term, as additional compensation, Executive shall be entitled to
participate in and receive all benefits under any welfare benefit plan or
program (including, without limitation, medical, dental, disability, group life
(including accidental death and dismemberment) and business travel insurance
plans and programs), any retirement savings plan or program (including, without
limitation, 401(k) and pension), and such other perquisites of office as the
Company may, from time to time and in its sole discretion, make available
generally to employees of similar rank as Executive. Such participation shall be
subject to the terms and conditions of such plans or programs, including, but
not limited to, such generally applicable eligibility provisions as may be in
effect from time to time.

(f) During the Term, as additional compensation, Executive shall be entitled to
participate in the Company's Supplemental Executive Retirement Plan ("SERP")
pursuant to the terms and conditions thereof.

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(g) The Company shall reimburse Executive for all reasonable, ordinary, and
necessary business expenses incurred in the performance of Executive's duties
hereunder in accordance with and subject to the terms and conditions of the
Company's then-prevailing expense policy. As a condition precedent to obtaining
such reimbursement, Executive shall provide to the Company any and all
statements, bills, or receipts evidencing the expenses for which Executive seeks
reimbursement, and such other related information or materials as the Company
may from time to time reasonably require.

4. Termination. Unless Executive's employment is terminated pursuant to this
Paragraph 4, the Company shall continue to employ Executive and Executive shall
continue to serve the Company throughout the Term.

(a) This Agreement shall terminate automatically upon Executive's death.

(b) Upon Executive's "Disability", the payment of benefits under the Company's
short-term and long-term disability insurance programs, if any, shall satisfy
the Company's obligations under the foregoing Paragraph 3(a). For purposes of
this Agreement, Executive shall be deemed to be under a disability if Executive
shall be unable, by virtue of illness or physical or mental incapacity or
disability (from any cause or causes whatsoever), to perform Executive's
essential job functions hereunder, whether with or without reasonable
accommodation, in substantially the manner and to the extent required hereunder
prior to the commencement of such disability, for a period exceeding sixty (60)
days. In the event Executive shall remain under a Disability for a period
exceeding one (1) year, the Company shall have the right to terminate
Executive's employment hereunder at the end of any calendar month during the
continuance of such disability upon at least thirty (30) days prior written
notice to Executive.

(c) The Company shall have the right to terminate Executive's employment at any
time for "Cause". For purposes of this Agreement, Cause shall include: (i)
material default or other material breach by Executive of Executive's
obligations hereunder; (ii) failure by Executive to perform diligently and
competently Executive's duties hereunder; or (iii) Executive's disability; or
(iv) misconduct, dishonesty, insubordination, or other act by Executive
detrimental to the Company's good will or damaging to its relationships with its
customers, suppliers, or employees, including, without limitation, (A) use of
alcohol or illegal drugs such as to interfere with the performance of
Executive's obligations hereunder, (B) conviction of a felony or of any crime
involving moral turpitude,

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dishonesty, or theft, and (C) material failure by Executive to comply with
applicable laws or governmental regulations. In the event of such termination
and in accordance with Paragraph 4 below, the Company shall (i) pay Executive's
cumulative salary through the date of termination, (ii) reimburse Executive for
any and all unpaid reasonable expenses and (iii) pay any and all bonuses for
which Executive has qualified and to which Executive is entitled through the
date of the termination.

(d) The Company may terminate Executive's employment without Cause at any time
and without prior notice. In the event of such termination, the Company shall
(i) pay Executive's cumulative salary for the remainder of the Term, the amount
due and payable upon date of termination and (ii) continue Executive's
participation, if any, in such group medical, hospitalization and dental plans
or programs as were in place immediately prior to such termination, for a period
equal to the remainder of the Term.

(e) Upon termination of Executive's employment pursuant to any of the foregoing
Paragraphs 4(a), (b), (c), or (d), or upon expiration of the Term, any right or
benefit accrued by Executive or to which Executive had become entitled pursuant
to this Agreement prior to such termination or expiration (other than payment of
salary with respect to periods after such termination or expiration), and any
Company obligation with respect to any such right or benefit, shall not be
extinguished by reason of such termination or expiration and, together with any
salary earned but unpaid as of the date of termination or expiration and any
unpaid reimbursable expenses outstanding as of such date, shall be paid to
Executive or Executive's estate, less any outstanding amounts previously
advanced by the Company to or on behalf of Executive.

(f) The payments and benefits (if any) required to be provided to Executive
pursuant to this Paragraph 4 shall be in full and complete satisfaction of any
and all obligations owing to Executive pursuant to this Agreement.

(g) The Executive shall have the right to terminate employment with the company
at any time.. Nevertheless, Executive agrees to give reasonable notice to the
Company prior to terminating his employment with the Company.

5. Confidential Information. During the Term, Executive shall not divulge or
communicate to any person, corporation, governmental agency, or other entity
(except in performing Executive's duties hereunder), or use for Executive's own
purposes, any trade secret or confidential commercial information, or any other
information, knowledge, or data of the Company or any Affiliate which is not
generally known to the public and shall use Executive's best efforts to prevent
the

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publication or disclosure by any other person or entity of any such secret,
information, knowledge, or data. While Executive is employed by the Company, all
documents and objects made, compiled, received, held, or used by Executive in
connection with the business of the Company shall remain the Company's property,
and shall be delivered by Executive to the Company upon the termination of
Executive's employment, for whatever reason, or at any earlier time requested by
the Company. It is understood that Executive shall retain ownership of
Executive's personal property, including Executive's private papers not
containing any trade secret or confidential commercial information, or any other
information, knowledge, or data of the Company or any Affiliate.

6. Arbitration. Any dispute or controversy between the Executive and Company
relating to this Agreement or relating to or arising out of Company's employment
of the Executive, shall be settled by binding arbitration in the State of Texas,
pursuant to the governing rules of the American Arbitration Association.
Nevertheless, any request for injunctive relief relating to any dispute or
controversy between the Executive and Company may be filed in the appropriate
court of competent jurisdiction. Judgment upon any resulting arbitration award
may be entered in any court of competent jurisdiction.

7. Additional Obligations. During the Term, Executive shall, upon reasonable
notice, furnish the Company with such information as may be in Executive's
possession, and cooperate with the Company, as may reasonably be requested by
the Company (and, after the Term, with due consideration for Executive's
obligations with respect to any new employment or business activity) in
connection with any litigation in which the Company is or may become a party.
The Company shall reimburse Executive for all reasonable expenses incurred by
Executive in fulfilling Executive's obligations under this Paragraph 10.

8. Entire Agreement. This Agreement represents the entire agreement between the
Company and Executive with respect to Executive's employment with the Company,
and supersedes and is in full substitution for any and all prior agreements or
understandings, whether oral or written, relating to Executive's employment.

9. Amendment. This Agreement may not be canceled, changed, modified, or amended
orally, and no cancellation, change, modification or amendment hereof shall be
effective or binding unless in a written instrument signed by the Company and
Executive. A provision of this Agreement may be waived only by a written
instrument signed by the party against whom or which enforcement of such waiver
is sought.

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10. Assignment. This Agreement is binding on and for the benefit of the Company
and Executive and their respective successors, heirs, executors, administrators,
and other legal representatives. Neither this Agreement nor any right or
obligation hereunder may be sold, transferred, assigned, or pledged by the
Company (except to an Affiliate) or by Executive without the prior written
consent of the other. However, nothing in this Agreement shall preclude the
Company from consolidating or merging into or with, or transferring all or
substantially all of its assets to, another entity which assumes this Agreement
and all obligations and undertakings of the Company hereunder.

11. Interpretation and Severability. In the event any provision of this
Agreement, or any portion thereof, is determined by any arbitrator or court of
competent jurisdiction to be unenforceable as written, such provision or portion
thereof shall be interpreted so as to be enforceable. In the event any provision
of this Agreement, or any portion thereof, is determined by any arbitrator or
court of competent jurisdiction to be void, the remaining provisions of this
Agreement shall nevertheless be binding upon the Company and Executive with the
same effect as though the void provision or portion thereof had been severed and
deleted.

12. Governing Law. This Agreement shall be governed by and construed in
accordance with the substantive laws of the State of Texas, without application
of its conflict or choice of law provisions.

13. Execution. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

14. Headings. The headings contained in this Agreement are for reference
purposes only, and shall not affect the meaning or interpretation of this
Agreement.

IN WITNESS WHEREOF, the Company and Executive have executed this Agreement as of
the date first written above.

CYNET, Incorporated

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Vincent W. Beale, Sr.                          Date
Chairman & CEO

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Robert P. Demyanovich                          Date


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                  SCOPE OF SERVICES & DUTIES OF PRESIDENT & COO

1.1      The purpose of this Statement of Work Document is to outline Robert
         Demyanovich's and Cynet's day-to-day responsibilities and corporate
         responsibilities in his capacity as President and Chief Operating
         Officer of Cynet until such time as the Chief Executive Officer and the
         Board of Directors reduce to writing a more definitive Scope of
         Services. Any and all services and duties of the President are subject
         to the approval and review of Cynet's Chief Executive Officer and Board
         of Directors.

1.1      By June 30, 2001, structure a viable plan for the retirement of Cynet's
         $8 million dollar debt with a targeted goal of eliminating this debt
         during the initial term of this agreement.

1.2      Restructure the operations of Cynet, Inc. with a view toward making it
         profitable by 3rd and 4th quarter 2001 and continued profitability
         during the year 2002. Also, achieve sales goals expected to reach $250
         million by the end of this agreement.

1.3      Make strategic alliances to improve the quality of Cynet's products and
         services sold or performed.

1.4      Raise additional working capital that will be needed to continue the
         day-to-day operations and expansion of the Cynet.

1.5      Hire, review, retain, evaluate and/or dismiss employees to ensure that
         Cynet's employee staff is effective and high quality in the
         marketplace.

1.6      Introduce additional products and services that would include, among
         other things, software, hardware, paper based mail, facsimile, Email
         advertising and processing, Internet web design & hosting, graphic
         design, system & programming, networking, data entry, data
         verification, ISP, VOIP, voice and video.

1.7      Retrain and expand current sales and customer service teams with sales
         presence in NYC, Washington DC, Chicago, Detroit, Cleveland, Boston,
         Miami, Dallas, Los Angeles, San Francisco and overseas.