EXHIBIT 10.17
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                              EMPLOYMENT AGREEMENT
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      THIS  AGREEMENT,  effective as of the 16th day of August  2001,  between
NEXLAND,  INC., a Delaware corporation (the "COMPANY"),  and ROBERT W. NELSON,
(the "EMPLOYEE").

      NOW,  THEREFORE,  in consideration of the promises herein  contained,  the
parties  covenant and agree as follows:

      1.  EMPLOYMENT.  The Company  agrees to employ the  Employee as  Corporate
Advisor for two (2) years,  effective  August 16, 2001,  ending  August 15, 2003
(the "EMPLOYMENT  TERM"),  unless  terminated  earlier as provided  herein.  The
Employment  Term and any  extension  thereof  is  hereafter  referred  to as the
"PERIOD OF ACTIVE EMPLOYMENT."

      2.  DUTIES.  The  Employee  shall be engaged as a general  employee of the
Company,  and shall  report  directly  to the  Chief  Executive  Officer  of the
Company.  The precise duties of the Employee may be extended or curtailed by the
Company from time to time.

      3.  EXTENT OF DUTIES.  The  Employee  shall  exert his best  efforts  with
reference to the  Employer's  business,  but shall not be prohibited  during the
period of active employment from engaging in any other business activity whether
or not such business  activity is pursued for gain,  profit,  or other pecuniary
advantage. The Employee shall devote not less than twelve (12) days per month in
connection with the performance of his duties for the Company.

      4. PLACE OF  PERFORMANCE.  The  Employee  shall  perform his duties at the
Employee's  residence  or at such  location  that the  Employee  and the Company
mutually agree upon.

      5. ADVISORY BOARD MEMBER. Throughout the period of active employment,  the
Employee shall serve as a member of the Board of Advisors of the Company and the
Employee  shall be entitled to receive the  benefits and  compensation  normally
provided by the Company to its Board of Advisor members.

<PAGE>

      6. COMPENSATION AND BENEFITS.  During the Employment Term, the Company, in
addition to any other  compensation,  profit sharing or bonus payments allocable
to the  Employee  at the  Company's  discretion,  agrees to pay the  Employee as
compensation for the services of the Employee, as follows:

         6.1. SALARY. A basic annual salary of $144,000.00 (the "SALARY"), which
shall be payable in  installments  according to the  Company's  regular  payroll
practices  and  subject  to such  deductions  as may be  required  by  law.  The
Employee's  Salary shall accrue until the  following  events  occur:  (i)(A) the
Company raises  $200,000 in gross proceeds from a financing,  or (B) the Company
ships  $3,000,000 of the Company's  products in any ninety (90) day period;  and
(ii) Gregory S. Levine,  Chief  Executive  Officer of the Company,  receives his
accrued  salary.  The  Employee's  Salary  may  be  increased  annually  at  the
discretion of the Company's Board of Directors (the "BOARD OF Directors").

         6.2.  BENEFITS AND EXPENSE  REIMBURSEMENT.  The Employee shall receive:
(i) the  employee  benefits  and  perquisites  provided  by the  Company  to its
employees from time-to-time, and (ii) reimbursement for reasonable and necessary
out-of-pocket  expenses,  up to a maximum amount of $1,000.00 per month,  in the
aggregate,  unless a greater  amount  shall be approved  by the Chief  Executive
Officer of the Company,  incurred in the  performance  of his duties  hereunder,
including,  but not limited to reasonable travel and entertainment expenses, and
Internet service  provider,  telephone and cellular  telephone use charges (such
expenses  shall  be  reimbursed  by  the  Company,   from  time  to  time,  upon
presentation  of  appropriate  receipts  therefor).  Notwithstanding  any  other
provision of this Agreement, the Company does not


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<PAGE>

guarantee  or  represent  that any  specific  benefit  plan or  program  will be
available to the Employee at any time hereunder.

         6.3. STOCK OPTION UPON EXECUTION OF THIS AGREEMENT.  Upon the execution
of this Agreement by all parties hereto, the Company shall grant to the Employee
a fully-vested  option to purchase five hundred thousand (500,000) shares of the
Company's common stock (the "SIGNING STOCK OPTION"),  par value $0.001 per share
(the "COMMON  STOCK"),  effective as of August 16, 2001, at an exercise price of
$0.26 per share. The Signing Stock Option shall be exercisable  until August 15,
2011.

         6.4.  PERFORMANCE-BASED  STOCK  OPTION.  Upon  the  execution  of  this
Agreement  by all parties  hereto,  the Company  shall grant to the  Employee an
option to purchase  one million  five  hundred  thousand  (1,500,000)  shares of
Common  Stock (the  "PERFORMANCE-BASED  STOCK  OPTION") at an exercise  price of
$0.26 per share.  Subject to the pro rata vesting  provisions  described in this
Section  6.4,  the  Performance-Based  Stock  Option  shall  fully vest upon the
occurrence  of any one of the  following  events:  (i) the  Company  obtaining a
financing  in an  amount  equal to or  greater  than  Ten  Million  Dollars  (US
$10,000,000.00)  based  upon a  valuation  of the  Company  that is  equal to or
greater than One Hundred Million Dollars (US $100,000,000.00),  (ii) the closing
price of the Common Stock is equal to or greater  than Three  Dollars (US $3.00)
per share (as reported by Bloomberg L.P.) for a continuous period of thirty (30)
business  days,  or (iii) a  transaction  in which (A) the  Company  and/or  the
shareholders  of the Company  sell,  based on a valuation of the Company that is
equal to or greater than One Hundred  Million Dollars (US  $100,000,000.00),  to
any  person  the  beneficial  ownership  (determined  under  Rule  13d-3  of the
regulations  promulgated by the Securities and Exchange Commission under Section
13(d)  of the  Securities  Exchange  Act of 1934) of  securities  issued  by the
Company having fifty percent (50%) or more of the voting power of all securities
issued  by the  Company,  or (B) the  Company  merges  or  consolidates  with or


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transfers substantially all of its assets to another person based on a valuation
of the Company that is equal to or greater than One Hundred  Million Dollars (US
$100,000,000.00).  In the event the  Company  obtains a  financing  in an amount
equal to or greater  than Ten  Million  Dollars (US  $10,000,000.00)  based on a
valuation  of the  Company  that is less than One  Hundred  Million  Dollars (US
$100,000,000.00),   or  the  Company   successfully   consummates  the  type  of
transaction  described  in (ii)(A) or (ii)(B)  above based on a valuation of the
Company that is less than One Hundred Million Dollars (US $100,000,000.00),  the
Performance-Based Stock Option shall vest pro rata based on the valuation of the
Company;  PROVIDED,  HOWEVER, no portion of the  Performance-Based  Stock Option
shall  vest in the  event  the  Company  obtains  a  financing  or  successfully
consummates the type of transaction  described in (ii)(A) or (ii)(B) above based
on a  valuation  of the  Company  that is less than Fifty  Million  Dollars  (US
$50,000,000.00). The following scenarios are provided for example purposes only.
In the event the Company  obtains a financing  in an amount  equal to or greater
than Ten Million Dollars (US $10,000,000.00) based on a valuation of the Company
that is equal to Forty-Five Million Dollars (US $45,000,000.00),  or the Company
successfully consummates the type of transaction described in (ii)(A) or (ii)(B)
above based on a valuation  of the Company that is equal to  Forty-Five  Million
Dollars (US $45,000,000.00),  no portion of the  Performance-Based  Stock Option
shall vest.  In the event the Company  obtains a financing in an amount equal to
or greater than Ten Million Dollars (US $10,000,000.00)  based on a valuation of
the Company that is equal to Seventy-Five  Million Dollars (US  $75,000,000.00),
or the Company successfully consummates the type of transaction described in
(ii)(A) or (ii)(B)  above based on a valuation  of the Company  that is equal to
Seventy-Five  Million  Dollars (US  $75,000,000.00),  fifty percent (50%) of the
Performance-Based  Stock Option shall vest (I.E.,  seven hundred fifty  thousand


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(750,000) shares of Common Stock). The  Performance-Based  Stock Option shall be
exercisable until August 15, 2011

         6.5. DEATH OF EMPLOYEE.  Upon the death of the Employee, the Employee's
estate shall have the right to exercise all vested and unexercised  portions, at
the  time  of the  Employee's  death,  of  the  Signing  Stock  Option  and  the
Performance-Based  Stock Option, as well as any portion of the Performance-Based
Stock Option that shall vest within twelve (12) months  following the Employee's
death.  The rights  granted in this Section 6.5 shall continue for the full term
of the options granted in Sections 6.3 and 6.4.

      7.  REGISTRATION  RIGHTS.  Subject  to the  terms and  conditions  of this
Agreement, the Company shall notify the Employee in writing at least twenty (20)
days prior to the filing of any  registration  statement  under the 1933 Act for
purposes of a public offering of securities of the Company  (including,  but not
limited  to,   registration   statements  relating  to  secondary  offerings  of
securities of the Company, but excluding any registration  statement relating to
any employee  benefit plan or with respect to any  corporate  reorganization  or
other transaction under Rule 145 of the 1933 Act) and will afford an opportunity
to  include  in such  registration  statement  all or  part of such  Registrable
Securities held by the Employee.  The Employee,  if he desires to include in any
such registration  statement,  all of part of the Registrable Securities held by
him  shall,  within  ten (10) days  after the  above-described  notice  from the
Company, so notify the Company in writing.  Such notice shall state the intended
method of disposition of the Registrable Securities held by the Employee. If the
Employee  decides  not  to  include  all of his  Registrable  Securities  in the
registration  statement  thereafter  filed by the Company,  the  Employee  shall
nevertheless continue to have the right to include any Registrable Securities in
any subsequent registration statement or registration statements as may be filed
by the Company with respect to offerings of its securities, all upon the terms


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and conditions set forth herein.  "REGISTRABLE  SECURITIES"  means the shares of
the Company's Common Stock issuable to the Employee pursuant to this Agreement.

      8. TERMINATION. The Employee's employment pursuant to this Agreement shall
be terminated by the first to occur of the following events:

         8.1. The death of the Employee.

         8.2. The Complete Disability of the Employee.  "COMPLETE DISABILITY" as
used herein shall mean the inability of the Employee,  due to illness,  accident
or any other physical or mental incapacity, to perform the services provided for
in this  Agreement  for an  aggregate  of sixty  (60) days  within any period of
twelve (12) consecutive months during the term hereof.

         8.3.  Termination  for Cause.  The Company  shall at all times have the
right,  upon  written  notice  to the  Employee,  to  terminate  the  Employee's
employment  hereunder  for  Cause  (as  defined  below).  For  purposes  of this
Agreement,  the term  "CAUSE"  shall  mean:  (a) an  action or  omission  of the
Employee which  constitutes an intentional,  willful and material breach of this
Agreement;  (b) fraud,  embezzlement or  misappropriation of funds in connection
with  his  services  hereunder;  (c)  conviction  of any  crime  which  involves
dishonesty  or a breach of trust;  or (d)  material  failure  to  satisfactorily
perform  or  otherwise  meet the  Employee's  duties  hereunder,  as  reasonably
determined by the Company's  Board of Directors which is not cured within thirty
(30) days after  receipt by the  Employee  of  written  notice of the same.  Any
termination  for cause shall be made in writing to the  Employee,  which  notice
shall  set forth in detail  all acts or  omissions  upon  which the  Company  is
relying for such termination.

         8.4. Upon any  termination  pursuant to Section 8.1 or 8.2, the Company
shall be released from all obligations hereunder,  except for (i) the obligation
to pay any  compensation  and benefits  described in Sections 6.1 and 6.3 hereof
which are accrued and unpaid as of the date of termination, and (ii) any portion


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of the Performance-Based Stock Options that shall vest within twelve (12) months
following the  Employee's  termination.

         8.5. Upon any  termination  pursuant to Section 8.3 or in the event the
Employee  voluntarily resigns from his employment with the Company,  the Company
shall be released from all obligations  hereunder,  except for the obligation to
pay any compensation and benefits described in Sections 6.1 and 6.3 hereof which
are accrued and unpaid as of the date of termination or resignation.

      9.  TERMINATION  WITHOUT  CAUSE;  EXPIRATION  OF  EMPLOYMENT  TERM WITHOUT
RENEWAL. The Company may terminate this Agreement without cause at any time upon
one hundred  eighty (180) days' written  notice to the Employee prior to the end
of such  period of active  employment.  In such event  (unless  the  Employee is
absent from work because of accident or sickness),  the Employee  shall continue
to  render  his  services  and  shall  be paid  his  compensation  to the day of
termination.  In the event of a  termination  without cause or in the event that
the Employment Term expires without renewal by the Company, the Company shall be
obligated to pay any compensation and benefits described in Sections 6.1 and 6.3
hereof  which are accrued and unpaid as of the date of  termination,  as well as
any portion of the Performance-Based Stock Options that shall vest within twelve
(12) months  following  the  Employee's  termination  or the  expiration  of the
Employment Term. The Employee may terminate this Agreement  without cause at any
time upon one hundred eighty (180) days' written notice to the Employer prior to
the end of such period of active employment.  In such event (unless the Employee
is absent  from work  because of  accident  or  sickness),  the  Employee  shall
continue to render his services and shall be paid his  compensation  to the date
of  termination.  In such  event,  the  Company  shall be  obligated  to pay any
compensation  and  benefits  described  in Sections 6.1 and 6.3 hereof which are
accrued and unpaid as of the date of termination.


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<PAGE>

      10.  AGENCY.  The  Employee  shall  have no  authority  to enter  into any
contracts  binding  upon the  Company,  except  such as  shall  be  specifically
authorized  by the Board of Directors  of the Company or by the Chief  Executive
Officer of the  Company  acting  pursuant to  authority  granted by the Board of
Directors.

      11.  NOTICES.  All notices,  requests,  demands,  or other  communications
required or permitted  hereunder shall be in writing and shall be deemed to have
been duly given upon  delivery if delivered in person,  sent by Federal  Express
(or recognized  overnight  courier  service) or telecopied to the parties at the
following addresses:

If to the Company:                     Nexland, Inc.
                                       1101 Brickell Avenue
                                       North Tower, 2nd Floor
                                       Miami, Florida 33131
                                       Attn: Gregory S. Levine

         with a copy to:               Clayton E. Parker, Esquire
                                       Kirkpatrick & Lockhart LLP
                                       201 South Biscayne Blvd., Suite 2000
                                       Miami, Florida 33131

         If to the Employee:           Robert W. Nelson
                                       ---------------------------------------
                                       ---------------------------------------

      12.  WAIVER OF BREACH.  The waiver by the  Company  or the  Employee  of a
breach of any provision of this Agreement,  shall not operate or be construed as
a waiver of any  subsequent  breach by the  Employee or the  Company.  No wavier
shall be valid unless in writing and signed by the Employee or by an  authorized
officer of the Company.

      13. ASSIGNMENT. The Employee acknowledges that the services to be rendered
by him are unique and personal.  Accordingly, the Employee may not assign any of
his rights or delegate any of his duties or  obligations  under this  Agreement.
The rights and  obligations of the Company under this  Agreement  shall inure to
the  benefit  of and shall be binding  upon the  successors  and  assigns of the
Company.


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<PAGE>

      14. ENTIRE AGREEMENT. This instrument contains the entire agreement of the
parties. It may not be changed orally but only by an agreement in writing signed
by the party  against  whom  enforcement  or any waiver,  change,  modification,
extension,  or discharge is sought. This Agreement replaces any prior Employment
Agreement between the parties.

      15.  SEVERABILITY.  The invalidity or  unenforceability of any one or more
provisions of this Agreement shall not affect the validity or  enforceability of
the other  provisions  of this  Agreement,  which shall remain in full force and
effect.

      16.  COUNTERPARTS.  This  Agreement  may be  executed  in two  (2) or more
counterparts,  each of which  shall  be an  original  and all of which  shall be
deemed to constitute one and the same instrument.

      17.  GOVERNING  LAW. The validity  and effect of this  Agreement  shall be
governed by and construed  and enforced in accordance  with the laws of Florida.

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<PAGE>



      IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement the
day and year first above written.


-------------------------------          NEXLAND, INC.
Witness
                                         By:/s/ Gregory S. Levine
                                            ---------------------
                                         Name:  Gregory S. Levine
                                              -------------------
                                         Title: Chief Executive Officer
-------------------------------
Witness



                                         /s/ Robert W. Nelson
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Witness                                  Robert W. Nelson


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Witness




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