EXHIBIT 10.4

                              EMPLOYMENT AGREEMENT

     This Employment Agreement  ("AGREEMENT") is made as of August 25, 2015 (the
"EFFECTIVE  DATE"), by and between CME REALTY,  INC., a Nevada  corporation (the
"COMPANY") and VINCENT PRINCE, an individual (the "Executive").

                                  R E C I T A L

     WHEREAS,  the Company  desires to employ the  Executive  and the  Executive
desires to be employed by the Company on the terms contained in this Agreement.

                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
herein  contained  and other good and  valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

     1. POSITION AND DUTIES.  The Executive  shall serve as the Chief  Financial
Officer of the  Company  reporting  to the  Company's  Board of  Directors  (the
"BOARD").  The Executive  shall perform those services  customary to that office
and such other lawful duties that may be reasonably assigned to him from time to
time by the Chief  Financial  Officer or the Board,  provided  those  duties are
consistent with the Executive's  position and authority.  The Executive  further
agrees to use his best  efforts to promote the  interests  of the Company and to
devote his full  business  time and  energies to the business and affairs of the
Company.

     2. TERM.  This Agreement shall be effective from the Effective Date through
the third anniversary thereof (the "INITIAL TERM").  Thereafter,  this Agreement
shall renew for  successive  one-year terms (each, a "RENEWAL Term" and together
with the Initial Term,  collectively  the "TERM"),  unless notice of non-renewal
(which shall not be deemed to be a  termination  of this  Agreement) is given by
either  party at least  sixty (60) days prior to the  expiration  of the Initial
Term or any Renewal Term.

     3. COMPENSATION AND RELATED MATTERS.

     (a) BASE SALARY.  The  Executive's  annual base salary shall be one hundred
twenty  thousand  ($120,000.00)  (the "BASE  SALARY").  The Base Salary shall be
payable in accordance  with the Company's  normal  payroll  procedures in effect
from time to time.  The Base Salary shall be reviewed at least  annually and may
be increased by the Board or its compensation  committee (the  "COMMITTEE"),  if
any, from time to time during the Term.

     (b) ANNUAL BONUS.  During the Term, the Executive may be paid a performance
bonus to the extent  earned,  based on criteria  established by the Board or the
Committee  from time to time  during the Term (the  "BONUS").  The amount of any
Bonus  and the  performance  criteria  for  earning  the  Bonus,  if any for any
subsequent  fiscal year shall be  determined by the Board or the  Committee,  in
good faith, no later than sixty (60) days after the commencement of the relevant
fiscal year. The Executive's Bonus for a bonus period shall be determined by the
Board or the Committee after the end of the applicable  bonus period and be paid
to the Executive in the year  following the year to which the Bonus relates when
annual bonuses for that year are paid to other senior  executives of the Company
generally.
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     (c) INCENTIVE  PLANS. The Executive shall be entitled to participate in all
bonus  plans,  policies,  practices  and  programs  adopted by the  Company  and
applicable  generally to other senior  executives of the Company,  in accordance
with the terms of such plans (if any).

     (d) EQUITY  INCENTIVE PLANS. The Executive shall be entitled to participate
in any and all plans  providing for awards of equity or instruments  convertible
into equity  adopted by the Company and  applicable  generally  to other  senior
executives of the Company, in accordance with the terms of such plans (if any).

     (e) BUSINESS  EXPENSES.  The Executive  shall be entitled to receive prompt
reimbursement for all reasonable business expenses incurred by him in performing
services  hereunder,  in  accordance  with the policies and  procedures  then in
effect and established by the Company for its senior executive officers.

     (f) OTHER  BENEFITS.  The Executive shall be entitled to participate in all
insurance,  pension,  savings and  retirement  plans,  practices,  policies  and
programs applicable generally to other senior executives of the Company (if any)
and shall be eligible for  participation in and shall receive all benefits under
insurance  welfare benefit plans,  practices,  policies and programs provided by
the Company to the extent applicable generally to other senior executives of the
Company (if any).

     (g) VACATION.  The Executive shall be entitled to accrue up to fifteen (15)
paid vacation days in each year, which shall be accrued  ratably.  The Executive
shall  also be  entitled  to all  paid  holidays  given  by the  Company  to its
executives.

     (h) WITHHOLDING.  All amounts payable to the Executive under this SECTION 3
shall be subject to all required federal,  state and local withholding,  payroll
and insurance taxes.

     (i) BOARD DISCRETION. Nothing in this SECTION 3 shall obligate the Board to
implement  any  particular  benefit  plan or prevent the Board from  amending or
terminating any benefit plan implemented.

     4.  TERMINATION.  The  Executive's  employment  may be terminated  and this
Agreement terminated under the following circumstances:

     (a) DEATH.  The Executive's  employment  hereunder shall terminate upon his
death.

     (b) DISABILITY. The Company may terminate the Executive's employment if the
Executive  becomes  subject to a  Disability.  For  purposes of this  Agreement,
"DISABILITY" means the Executive is unable to perform the essential functions of
his  position  as  Chief  Financial  Officer,   with  or  without  a  reasonable
accommodation,  for a period of ninety  (90)  consecutive  calendar  days or one
hundred  eighty (180)  non-consecutive  calendar days within any rolling  twelve
(12) month period.

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     (c)  TERMINATION  BY COMPANY  FOR CAUSE.  The  Company  may  terminate  the
Executive's employment for Cause. For purposes of this Agreement,  "CAUSE" means
the  Executive's:  (i) willful failure to follow the directions  communicated to
him by the Chief  Executive  Officer or the Board that are legal and  consistent
with his  position  and  duties as Chief  Financial  Officer;  (ii)  breach of a
fiduciary duty owed by the Executive to the Company or its  shareholders;  (iii)
willful  misconduct or gross misconduct  which is materially  detrimental to the
Company; (iv) conviction, plea of NOLO CONTENDERE, guilty plea, or confession to
any  felony  or any  crime  based  upon  an act of  fraud,  misappropriation  or
embezzlement;  or (v) a material breach of this Agreement;  provided,  that, the
bases set forth in (i), (ii),  (iii) and (v), to the extent  curable,  shall not
constitute  Cause  unless the Company has provided  the  Executive  with written
notice of the acts or omissions  giving rise to a termination  of his employment
for Cause and the Executive  fails to correct the act or omission  within thirty
(30) days after receiving the Company's notice (the "EXECUTIVE CURE PERIOD").

     (d) TERMINATION BY THE COMPANY WITHOUT CAUSE. The Company may terminate the
Executive's  employment  at any time  without  Cause upon thirty (30) days prior
written notice.

     (e)  TERMINATION  BY  THE  EXECUTIVE.   The  Executive  may  terminate  his
employment at any time without Good Reason for any reason, upon thirty (30) days
prior written notice,  provided however,  the Company may accelerate the date of
such termination to any date following the receipt of such written notice.

     (f)  TERMINATION  BY THE  EXECUTIVE  FOR GOOD  REASON.  The  Executive  may
terminate his employment for Good Reason. For purposes of this Agreement,  "GOOD
REASON" means:  (i) a material  reduction in the Executive's Base Salary without
the  Executive's  Consent;   (ii)  a  material  diminution  in  the  Executive's
responsibilities  as Chief Financial Officer;  (iii) the assignment of duties to
the  Executive  materially  inconsistent  with his  position as Chief  Financial
Officer; or (iv) the Company's material breach of this Agreement; provided that,
within  ninety  (90) days of the  Company's  act or  omission  giving  rise to a
resignation  for Good Reason,  the Executive  notifies the Company in writing of
the act or  omission,  the Company  fails to correct the act or omission  within
thirty (30) days after  receiving the  Executive's  written notice (the "COMPANY
CURE PERIOD") and the Executive actually  terminates his employment within sixty
(60) days after the date the Company receives the Executive's notice.

     (g) TERMINATION DATE. The "TERMINATION  DATE" means: (i) if the Executive's
employment is terminated by his death under SECTION 4(A), the date of his death;
(ii) if the  Executive's  employment is terminated on account of his  Disability
under  SECTION  4(B),  the date on which the Company  provides  the  Executive a
written  termination  notice;  (iii) if the Company  terminates the  Executive's
employment for Cause under SECTION 4(C), the date on which the Company  provides
the Executive a written termination notice, unless the circumstances giving rise
to the termination  are subject to the Executive Cure Period,  in which case the
date on which the Company  provides the Executive a written  termination  notice
following the end of the Executive Cure Period;  (iv) if the Company  terminates
the Executive's  employment  without Cause under SECTION 4(D),  thirty (30) days
after the date on which the Company provides the Executive a written termination
notice;  (v) if the Executive  resigns his employment  without Good Reason under
SECTION 4(E),  thirty (30) days after the date on which the  Executive  provides

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the Company a written  termination  notice or such earlier  date of  termination
determined  by the Company as provided for therein;  and (vii) if the  Executive
resigns his  employment  with Good Reason under SECTION 4(F),  the date on which
the Executive  provides the Company a written  termination  notice following the
end of the Company Cure Period.

     5. COMPENSATION UPON TERMINATION.

     (a)  TERMINATION BY THE COMPANY FOR CAUSE,  UPON THE  EXECUTIVE'S  DEATH OR
DISABILITY,  BY THE EXECUTIVE WITHOUT GOOD REASON. If the Executive's employment
with the Company is terminated  pursuant to SECTIONS 4(A),  (B), (C) or (E), the
Company  shall  pay  or  provide  to  the   Executive  (or  to  his   authorized
representative  or estate) the following  amounts through the Termination  Date:
any earned but unpaid Base Salary, unpaid expense reimbursements, any earned but
unpaid  Annual Bonus and any vested  benefits the  Executive  may have under any
employee  benefit plan of the Company (the "ACCRUED  OBLIGATIONS")  on or before
the time  required  by law but in no event more than  thirty (30) days after the
Termination Date.

     (b)  TERMINATION BY THE COMPANY  WITHOUT CAUSE,  BY THE EXECUTIVE WITH GOOD
REASON. If the Executive's employment is terminated by the Company without Cause
as provided in SECTION 4(D) or the Executive  terminates his employment for Good
Reason as provided in SECTION 4(F),  then the Executive shall be entitled to the
following:

     (i) The Company  shall pay the  Executive  the Accrued  Obligations  earned
through the Termination Date (payable at the time provided for in SECTION 5(A)).

     (ii)  The  Company  shall  pay the  Executive  a  pro-rata  portion  of the
Executive's  Bonus  for the  fiscal  year in which the  Executive's  termination
occurs based on actual  results for such year  (determined  by  multiplying  the
amount of such bonus  which would be due for the full fiscal year by a fraction,
the  numerator  of  which  is the  number  of days  during  the  fiscal  year of
termination that the Executive is employed by the Company and the denominator of
which is 365)  payable at the same time  bonuses for such year are paid to other
senior executives of the Company.

     (iii) The Company  shall pay the  Executive  his Base Salary then in effect
for a period of six (6) months after the Termination Date in accordance with the
Company normal payroll practices in effect on the Termination Date.

     (iv) Any and all  outstanding  equity-based  incentive  awards  subject  to
vesting  criteria,  shall vest as provided in the applicable  award agreement or
incentive plan.

     (v) Subject to the Executive's  timely  election of  continuation  coverage
under the  Consolidated  Omnibus Budget  Reconciliation  Act of 1985, as amended
("COBRA"), the Company shall reimburse the Executive the monthly premium payable
to continue  his and his eligible  dependents'  participation  in the  Company's
group health plan (to the extent permitted under applicable law and the terms of
such plan) which covers the Executive (and the Executive's  eligible dependents)
for a period of six (6) months  from the  Termination  Date,  provided  that the
Executive is eligible and remains  eligible for COBRA  coverage;  and  provided,

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further,  that in the event that the  Executive  obtains other  employment  that
offers group health benefits, such continuation of coverage by the Company shall
immediately cease.

     6.  RELEASE;  PAYMENT.  The payments and benefits  provided for in SECTIONS
5(B) shall be  conditioned  on the  Executive  executing  and  delivering to the
Company a full  release of all claims that the  Executive  may have  against the
Company, and its directors,  officers, employees and agents in a form reasonably
acceptable to the Company (the "RELEASE").  The Release must become  enforceable
and  irrevocable on or before the sixtieth  (60th) day following the Termination
Date.  If the  Executive  fails to execute and deliver the Release,  he shall be
entitled to the Accrued  Obligations  only and no other  benefits  under SECTION
5(B).  The continued  payment of base salary  provided  under SECTION 5(B) (III)
shall be paid in accordance  with the  Company's  normal  payroll  practices and
shall  commence  on the next  payroll  date  falling  after the date the Release
becomes enforceable and irrevocable.

     7. SECTION 409A COMPLIANCE.

     (a) All in-kind benefits  provided and expenses  eligible for reimbursement
under  this  Agreement  shall be  provided  by the  Company or  incurred  by the
Executive   during  the  time   periods  set  forth  in  this   Agreement.   All
reimbursements shall be paid as soon as administratively  practicable, but in no
event shall any  reimbursement  be paid after the last day of the  taxable  year
following  the taxable  year in which the expense  was  incurred.  The amount of
in-kind benefits provided or reimbursable  expenses incurred in one taxable year
shall not affect the in-kind  benefits to be provided or the  expenses  eligible
for  reimbursement  in any other taxable year.  Such right to  reimbursement  or
in-kind benefits is not subject to liquidation or exchange for another benefit.

     (b) To the extent  that any of the  payments or  benefits  provided  for in
SECTION  5(B) are  deemed  to  constitute  non-qualified  deferred  compensation
benefits subject to Section 409A of the United States Internal Revenue Code (the
"CODE"),  the following  interpretations  apply to SECTION 5: Any termination of
the  Executive's  employment  triggering  payment of benefits under SECTION 5(B)
must constitute a "SEPARATION  FROM SERVICE" under Section  409A(a)(2)(A)(i)  of
the Code and Treas. Reg. ss.1.409A-1(h) before distribution of such benefits can
commence. To the extent that the termination of the Executive's  employment does
not  constitute a separation of service under  Section  409A(a)(2)(A)(i)  of the
Code and Treas. Reg.  ss.1.409A-1(h) (as the result of further services that are
reasonably  anticipated to be provided by the Executive to the Company or any of
its parents,  subsidiaries or affiliates at the time the Executive's  employment
terminates),  any benefits  payable  under  SECTION 5 that  constitute  deferred
compensation  under  Section  409A of the Code shall be delayed  until after the
date of a subsequent  event  constituting  a separation of service under Section
409A(a)(2)(A)(i)  of the Code and Treas.  Reg.  ss.1.409A-1(h).  For purposes of
clarification,  this SECTION 6(B) shall not cause any  forfeiture of benefits on
the  Executive's  part,  but  shall  only act as a delay  until  such  time as a
"SEPARATION  FROM  SERVICE"  occurs.  Further,  if the Executive is a "SPECIFIED
EMPLOYEE" (as that term is used in Section 409A of the Code and  regulations and
other  guidance  issued  thereunder)  on the date his  separation  from  service
becomes  effective,  any  benefits  payable  under  SECTION  5  that  constitute
non-qualified  deferred  compensation  under  Section  409A of the Code shall be
delayed  until the  earlier of (i) the  business  day  following  the  six-month
anniversary of the date his separation from service becomes effective,  and (ii)
the date of the  Executive's  death,  but only to the extent  necessary to avoid

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such  penalties  under  Section  409A of the  Code.  On the  earlier  of (i) the
business day following the six-month anniversary of the date his separation from
service becomes effective, and (ii) the Executive's death, the Company shall pay
the Executive in a lump sum the aggregate  value of the  non-qualified  deferred
compensation  that the Company  otherwise would have paid the Executive prior to
that  date  under  SECTION  5(B) of this  Agreement.  It is  intended  that each
installment  of the payments and benefits  provided  under  SECTION 5(B) of this
Agreement shall be treated as a separate  "PAYMENT" for purposes of Section 409A
of the Code.  Neither  the  Company  nor the  Executive  shall have the right to
accelerate or defer the delivery of any such payments or benefits  except to the
extent specifically permitted or required by Section 409A of the Code.

     8. CONFIDENTIAL INFORMATION.

     (a) As used in this Agreement, "CONFIDENTIAL INFORMATION" means information
belonging  to the  Company  which is of value to the  Company  in the  course of
conducting  its  business  and  the  disclosure  of  which  could  result  in  a
competitive  or other  disadvantage  to the  Company.  Confidential  Information
includes,  without limitation,  financial  information,  reports, and forecasts;
inventions,   improvements  and  other  intellectual  property;  trade  secrets;
know-how; designs, processes or formulae;  software; market or sales information
or plans; customer lists;  business plans,  prospects and opportunities (such as
possible  acquisitions or  dispositions of businesses or facilities)  which have
been  discussed or  considered by the  management  of the Company.  Confidential
Information includes information developed by the Executive in the course of the
Executive's employment by the Company, as well as other information to which the
Executive  may have  access  in  connection  with his  employment.  Confidential
Information also includes the confidential  information of others with which the
Company has a business relationship. Notwithstanding the foregoing, Confidential
Information does not include:  (i) information  which now or in the future comes
into the public  domain,  unless due to breach of the  Executive's  duties under
this SECTION  8(A);  (ii)  information  which is  disclosed to the  Executive by
others who are not, to the Executive's  actual  knowledge,  under  obligation of
non-disclosure  to  the  Company;   (iii)  information  which  is  independently
developed by the Executive  without breach of the Executive's  duties under this
SECTION  8(A); or (iv)  information  which is disclosed by the Company to others
without obligation of confidentiality.

     (b) At all times,  both during the Executive's  employment with the Company
and after its  termination,  the Executive will keep in confidence and trust all
Confidential  Information,  and will not use or disclose  for his own benefit or
the benefit of any other Person any such  Confidential  Information  without the
written  consent of the  Company,  except as may be  necessary  in the  ordinary
course of performing the Executive's duties to the Company.

     9.  DOCUMENTS,  RECORDS,  ETC. All  documents,  records,  data,  apparatus,
equipment and other physical property, whether or not pertaining to Confidential
Information, which are furnished to the Executive by the Company or are produced
by the  Executive in  connection  with the  Executive's  employment  will be and
remain the sole  property  of the  Company.  The  Executive  will  return to the
Company all such materials and property as and when requested by the Company. In
any event, the Executive will return all such materials and property immediately
upon  termination of the  Executive's  employment for any reason.  The Executive

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will not retain any such  material or property or any copies  thereof  after the
termination of his employment.

     10. NON-COMPETITION. From the Effective Date through the second anniversary
of the Termination Date,  regardless of the reason for such termination,  or the
expiration date of this Agreement (the  "RESTRICTED  PERIOD") the Executive will
not, directly or indirectly, whether as owner, partner, shareholder, consultant,
agent,   employee,   co-venturer  or  otherwise,   engage,  prepare  to  engage,
participate,  assist or invest in any Competing  Business anywhere in the United
States  or  any  other   geographic  area  in  which  the  Company  is  actively
distributing  its products or providing its services as of the Termination  Date
or the date of expiration of this Agreement.  Notwithstanding the foregoing, (i)
the  Executive  may own up to two  percent  (2%) of the  outstanding  stock of a
publicly held  corporation  which  constitutes or is affiliated with a Competing
Business;  and (ii) the Executive may be employed by a large  organization which
is engaged in a Competing Business as its non-primary  business,  so long as the
Executive is not involved with or assisting such Competing Business, and so long
as Executive does not breach his obligations regarding Confidential Information.

     11. NO SOLICITATION. During the Restricted Period, the Executive shall not,
directly or indirectly,  take any of the following  actions,  and, to the extent
the Executive owns, manages, operates,  controls, is employed by or participates
in the  ownership,  management,  operation or control of, or is connected in any
manner with any  business,  the  Executive  shall use his best efforts to ensure
that such business does not take any of the following actions:

     (a) persuade or attempt to persuade any Customer,  Prospective  Customer or
Supplier to cease doing  business  with the Company,  or to reduce the amount of
business it does with the Company;

     (b)  solicit or service  for  himself or for any Person the  business  of a
Customer, Prospective Customer or Supplier in order to provide goods or services
that are competitive with the goods and services provided by the Company;

     (c) persuade or attempt to persuade any Service Provider to cease providing
services to the Company; or

     (d) solicit for hire or hire for himself or for any third party any Service
Provider.

     (e) The following definitions are applicable to this SECTION 11:

     (i) "COMPETING BUSINESS" means the development,  manufacture, marketing and
sale of alcoholic  beverages and any other business in which the Company becomes
engaged following the Effective Date.

     (ii) "CUSTOMER"  means any Person that purchased goods or services from the
Company at any time within two (2) years  prior to the date of the  solicitation
prohibited by SECTIONS 11(A) or (B).

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     (iii) "PROSPECTIVE  CUSTOMER" means any Person with whom the Company met or
to whom the Company presented for the purpose of soliciting the Person to become
a  Customer  of the  Company  within  six (6)  months  prior  to the date of the
solicitation prohibited by SECTIONS 11(A) or (B).

     (iv) "SERVICE  PROVIDER" means any Person who is an employee or independent
contractor  of the Company or the  Company or who was within  twelve (12) months
preceding  the  solicitation  prohibited  by SECTIONS 5(C) or (D) an employee or
independent contractor of the Company or the Company.

     (v) "SUPPLIER"  means any Person that sold goods or services to the Company
at any time  within  twelve (12)  months  prior to the date of the  solicitation
prohibited by SECTIONS 11(A) or (B).

     (vi) "PERSON" means an individual, a sole proprietorship,  a corporation, a
limited  liability  company,  a partnership,  an association,  a trust, or other
business entity, whether or not incorporated.

     12. INTELLECTUAL PROPERTY.

     (a) All creations,  inventions,  ideas, designs,  copyrightable  materials,
trademarks,  and other  technology and rights (and any related  improvements  or
modifications),  whether  or not  subject  to  patent  or  copyright  protection
(collectively, "CREATIONS"), relating to any activities of the Company which are
conceived  by the  Executive  or  developed  by the  Executive  relating  to the
development,  manufacture,  marketing and sale of alcoholic  beverages,  whether
conceive  prior to or curing  the  course of his  employment  with the  Company,
whether conceived alone or with others and whether or not conceived or developed
during regular business hours, and if based on Confidential  Information,  after
the termination of the Executive's employment, shall be the sole property of the
Company and, to the maximum extent  permitted by applicable law, shall be deemed
"WORKS MADE FOR HIRE" as that term is used in the United States Copyright Act.

     (b) To the extent, if any, that the Executive  retains any right,  title or
interest  with respect to any  Creations  delivered to the Company or related to
his employment with the Company,  the Executive  hereby grants to the Company an
irrevocable, paid-up, transferable, sub-licensable, worldwide right and license:
(i)  to  modify  all  or any  portion  of  such  Creations,  including,  without
limitation,  the  making of  additions  to or  deletions  from  such  Creations,
regardless of the medium (now or hereafter  known) into which such Creations may
be modified and regardless of the effect of such  modifications on the integrity
of such Creations;  and (ii) to identify the Executive,  or not to identify his,
as one or more  authors of or  contributors  to such  Creations  or any  portion
thereof,  whether  or not  such  Creations  or any  portion  thereof  have  been
modified.  The Executive further waives any "MORAL" rights, or other rights with
respect to  attribution of authorship or integrity of such Creations that he may
have under any  applicable  law,  whether  under  copyright,  trademark,  unfair
competition, defamation, right of privacy, contract, tort or other legal theory.

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     (c) The Executive will promptly  inform the Company of any  Creations.  The
Executive  will also allow the Company to inspect any  Creations he conceives or
develops  during  the  Restricted  Period  to  determine  if they  are  based on
Confidential Information.  The Executive shall (whether during his employment or
after the termination of his employment) execute such written instruments and do
other such acts as may be necessary in the opinion of the Company or its counsel
to secure the Company's rights in the Creations,  including  obtaining a patent,
registering  a copyright,  or otherwise  (and the Executive  hereby  irrevocably
appoints  the  Company  and  any of its  officers  as his  attorney  in  fact to
undertake such acts in his name). The Executive's  obligation to execute written
instruments  and  otherwise  assist the  Company in  securing  its rights in the
Creations will continue after the  termination of his employment for any reason.
The Company shall  reimburse the Executive for any  out-of-pocket  expenses (but
not  attorneys'  fees) he incurs in  connection  with his  compliance  with this
SECTION 12(C).

     13.  ACKNOWLEDGEMENT.  The Executive  understands that the restrictions set
forth in this  Agreement are intended to protect the Company's  interests in its
Confidential  Information,  business,  goodwill  and  past  present  and  future
employee,  vendor and customer relationships,  and agrees that such restrictions
are reasonable and appropriate for this purpose.

     14.  INDEMNIFICATION.  During the Term and  thereafter,  the Company  shall
indemnify and hold the Executive and the Executive's  heirs and  representatives
harmless,  to the maximum extent  permitted by law, against any and all damages,
costs,  liabilities,  losses and expenses (including reasonable attorneys' fees)
as a result of any claim or proceeding (whether civil, criminal,  administrative
or  investigative),  or any  threatened  claim  or  proceeding  (whether  civil,
criminal,  administrative or  investigative),  against the Executive that arises
out  of or  relates  to the  Executive's  service  as an  officer,  director  or
employee,  as the case may be, of the Company, or the Executive's service in any
such  capacity or similar  capacity  with any  affiliate of the Company or other
entity at the Company's request, both prior to and after the Effective Date, and
to promptly advance to the Executive or the Executive's heirs or representatives
such expenses,  including  litigation  costs and attorneys'  fees,  upon written
request  with  appropriate  documentation  of such  expense  upon  receipt of an
undertaking by the Executive or on the  Executive's  behalf to repay such amount
if it shall  ultimately be  determined  that the Executive is not entitled to be
indemnified  by the Company.  During the Term and  thereafter,  the Company also
shall  provide the  Executive  with coverage  under its current  directors'  and
officers'  liability policy to the same extent that it provides such coverage to
its other executive  officers.  If the Executive has any knowledge of any actual
or  threatened   action,   suit  or   proceeding,   whether   civil,   criminal,
administrative or investigative, as to which the Executive may request indemnity
under this provision,  the Executive will give the Company prompt written notice
thereof;  provided  that the  failure to give such  notice  shall not affect the
Executive's  right to  indemnification.  The Company shall be entitled to assume
the defense of any such proceeding and the Executive will use reasonable efforts
to cooperate  with such defense.  To the extent that the Executive in good faith
determines that there is an actual or potential conflict of interest between the
Company and the  Executive in connection  with the defense of a proceeding,  the
Executive  shall so  notify  the  Company  and  shall be  entitled  to  separate
representation  at the  Company's  expense by counsel  selected by the Executive
(provided  that the Company may  reasonably  object to the  selection of counsel
within ten (10) business days after  notification  thereof)  which counsel shall
cooperate,  and coordinate the defense,  with the Company's counsel and minimize
the expense of such separate  representation  to the extent  consistent with the
Executive's separate defense.

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<PAGE>
     15.  SURVIVAL.  The  provisions of SECTIONS 8, 9, 10, 11, 12 and 14 of this
Agreement shall survive its expiration or termination.

     16. DISPUTES.

     (a) The parties  agree to resolve any dispute  arising under or relating to
the interpretation or enforcement of this Agreement,  the Executive's employment
or the termination of the Executive's employment before the Florida state courts
of Broward County,  Florida or the United States District Court for the Southern
District of Florida,  and hereby consent to the exclusive  jurisdiction  of such
courts.  Accordingly,  with respect to any such court action,  the Executive and
the Company each: (i) submits to the personal jurisdiction of these courts; (ii)
consents to service of process under the notice  provisions set forth in SECTION
21 of this Agreement;  (iii) waives any other  requirement  (whether  imposed by
statute,  rule of court, or otherwise) with respect to personal  jurisdiction or
service of  process;  and (iv) waives any  objection  to  jurisdiction  based on
improper venue or improper jurisdiction.

     (b) Notwithstanding anything else provided in this Agreement, the Executive
agrees that it would be difficult  to measure any damages  caused to the Company
which might result from any breach by the Executive of SECTIONS 8, 9, 10, 11 and
12 of this  Agreement.  Accordingly,  if the  Executive  breaches or proposes to
breach, any term of SECTIONS 8, 9, 10, 11 and 12 of this Agreement,  the Company
shall be  entitled,  in addition to all other  remedies  that it may have,  to a
temporary and preliminary  injunction or other  appropriate  equitable relief to
restrain any such breach  without  showing or providing any actual damage to the
Company from any court having competent jurisdiction over the Executive.

     (c) BOTH THE COMPANY AND THE EXECUTIVE HEREBY WAIVE ANY RIGHT TO A TRIAL BY
JURY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE FEDERAL OR STATE LAW.

     (d) The prevailing  party shall be entitled to reasonable  attorneys'  fees
and costs from the  non-prevailing  party in  connection  with any action  filed
under this SECTION 16.

     17.  INTEGRATION.  This Agreement  constitutes the entire agreement between
the parties with respect to the subject  matter hereof and  supersedes all prior
agreements between the parties concerning such subject matter.

     18.  SUCCESSORS.  This  Agreement  shall  inure  to the  benefit  of and be
enforceable   by   the   Executive's   personal   representatives,    executors,
administrators,  heirs, distributees, devisees and legatees. In the event of the
Executive's  death  after  his  termination  of  employment  but  prior  to  the
completion  by the Company of all  payments  due him under this  Agreement,  the
Company shall continue such payments to the Executive's  beneficiary  designated
in writing to the Company prior to his death (or to his estate, if the Executive
fails to make such designation).  The Company shall require any successor to the
Company to  expressly  assume and agree to perform  this  Agreement  in the same
manner and to the same extent  that the Company  would be required to perform it
if no such succession had taken place.

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<PAGE>
     19.  ENFORCEABILITY.   If  any  portion  or  provision  of  this  Agreement
(including,  without limitation, any portion or provision of any section of this
Agreement)  shall to any extent be declared  illegal or unenforceable by a court
of  competent  jurisdiction,  then  the  remainder  of  this  Agreement,  or the
application of such portion or provision in circumstances other than those as to
which it is so declared illegal or unenforceable, shall not be affected thereby,
and each portion and provision of this Agreement  shall be valid and enforceable
to the fullest extent permitted by law.

     20.  WAIVER.  No waiver of any provision  hereof shall be effective  unless
made in writing  and signed by the  waiving  party.  The failure of any party to
require the  performance  of any term or  obligation of this  Agreement,  or the
waiver  by any party of any  breach of this  Agreement,  shall not  prevent  any
subsequent  enforcement  of such term or obligation or be deemed a waiver of any
subsequent breach.

     21.  NOTICES.  Any  notices,  requests,  demands  and other  communications
provided for by this  Agreement  shall be sufficient if in writing and delivered
in person or sent by a nationally  recognized  overnight  courier  service or by
certified mail, postage prepaid,  return receipt requested,  to the Executive at
the last address the  Executive has filed in writing with the Company or, in the
case of the  Company,  at its main  offices,  attention  of the Chief  Financial
Officer.  Notices shall be effective on receipt,  if delivered by hand, the next
business  day,  if sent by  overnight  courier  service  or on the  fifth  (5th)
business day after mailing, if sent by mail.

     22. AMENDMENT.  This Agreement may be amended or modified only by a written
instrument  signed by the Executive and by a duly authorized  representative  of
the Company.

     23.  GOVERNING LAW. This is a Florida contract and shall be construed under
and be governed  in all  respects  by the laws of Florida  for  contracts  to be
performed  in that  state and  without  giving  effect to the  conflict  of laws
principles of Florida or any other state.

     24. "COMPANY" DEFINED. As used in this Agreement,  the term "COMPANY" shall
mean the Company, its parent, subsidiaries and divisions.

     25.  COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  including by facsimile or electronic transmission,  each of which
when so  executed  and  delivered  shall be taken  to be an  original;  but such
counterparts shall together constitute one and the same document.



                          (CONTINUED ON FOLLOWING PAGE)

                                       11
<PAGE>
         IN WITNESS WHEREOF,  the parties have executed this Agreement effective
on the date and year first above written.

                                THE COMPANY:

                                CME REALTY, INC.


                                By: /s/ Kenneth McLeod
                                   ---------------------------------------------
                                   Kenneth McLeod, President


                                THE EXECUTIVE:


                                /s/ Vincent Prince
                                ------------------------------------------------
                                Vincent Prince


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