<PAGE>   1


                                                                    EXHIBIT 10.5







                              EMPLOYMENT AGREEMENT

                                 BY AND BETWEEN

                        PHOENIX INTERNATIONAL LTD., INC.

                                       AND

                                JOCELYN RUGGIERO





                              DATED: MARCH 25, 1998



<PAGE>   2



                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                 PAGE
                                                                                 ----
<S>                                                                              <C>
1.  Employment .................................................................   1
2.  Term .......................................................................   1
3.  Compensation and Benefits ..................................................   1
4.  Termination ................................................................   2
5.  Rights to Work Product .....................................................   3
6.  Trade Secrets, Non-Competition, Non-Solicitation, and Related Matters ......   3
7.  Noncompetition, Nonsolicitation, and Related Matters .......................   5
8.  Successors; Binding Agreement ..............................................   6
9.  Notice .....................................................................   6
10. Modification and Waiver ....................................................   7
11. Arbitration ................................................................   7
12. Governing Law ..............................................................   8
13. Headings ...................................................................   8
14. Notices ....................................................................   8
</TABLE>


                                       I

<PAGE>   3



<TABLE>
<S>                                                                          <C>
15.  Severability .........................................................   8
16.  Entire Agreement .....................................................   9
17.  Headings .............................................................   9
18.  Counterparts .........................................................   9
19.  Definitions ..........................................................   9
</TABLE>


                                       ii

<PAGE>   4


                              EMPLOYMENT AGREEMENT


This EMPLOYMENT AGREEMENT (this "Agreement") is entered into by and between
PHOENIX INTERNATIONAL LTD., INC., a Florida corporation (the "Company"), and
Jocelyn Ruggiero, an individual resident of Florida (the "Employee"), as of this
25th day of March, 1998.

         Certain terms used in this Agreement are defined in Section 19.

         In consideration of the mutual covenants contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree
that on the date set forth in the recitals (the "Effective Date"):

         1. Employment. The Company shall employ the Employee, and the Employee
shall serve the Company, as Senior Vice President of the Implementation Services
Division upon the terms and conditions set forth herein. The Employee shall have
such authority and responsibilities as are consistent with his position and
which may be set forth in this Agreement, in the Bylaws or assigned by the Chief
Executive Officer (the "CEO") or the President of the Company (the "President")
from time to time. The Employee shall devote his full business time, attention,
skill and efforts to the performance of his duties hereunder, except during
periods of illness or periods of vacation and leaves of absence consistent with
Company policy. The Employee may devote reasonable periods of time to perform
charitable and other community activities and to manage his personal
investments; provided, however, that such activities do not materially interfere
with the performance of his duties hereunder and are not in conflict or
competitive with, or adverse to, the interests of the Company.

         2. Term. Unless earlier terminated as provided herein, the Employee's
employment under this Agreement shall be for a continuing term (the "Term") of
one year, which shall be extended automatically (without further action of the
Company or the Employee) each day for an additional day so that the remaining
term shall continue to be one year; provided, however, that either party may at
any time, by written notice to the other, fix the Term to a finite term of one
year, without further automatic extension, commencing with the date of such
notice.

         3. Compensation and Benefits.

         a. The Company shall pay the Employee a salary at a rate of not less
than $96,000 per annum in accordance with the salary payment practices of the
Company. The CEO and President shall review the Employee's salary at least
annually (on March 25, 1999, for the first review) and may increase the
Employee's base salary if they determine in their sole discretion that an
increase is appropriate.

         b. The Employee shall participate in a bonus program and shall be
eligible to receive quarterly payments of the Bonus Amount based upon
achievement of targeted levels of 


<PAGE>   5


performance and such other criteria as the CEO and President shall establish
from time to time pursuant to the bonus program.

         c. The Employee shall participate in the 1995 Phoenix International
Ltd., Inc. Employee Stock Option Plan (adopted by the Board on October 21, 1995)
(hereinafter "the Plan") and shall be eligible for the grant of stock options,
restricted stock and other awards thereunder. 

         d. The Employee shall participate in all retirement, welfare, deferred
compensation, life and health insurance, and other benefit plans or programs of
the Company now or hereafter applicable to the Employee or applicable generally
to employees of the Company. The Company expressly reserves the right to
discontinue or otherwise change from time to time the benefits made available to
its employees. 

         e. The Company shall reimburse the Employee for travel and other
expenses related to the Employee's duties which are incurred and accounted for
in accordance with the historic practices of the Company. 

         4. Termination.

         a. The Employee's employment under this Agreement may be terminated
prior to the end of the Term only as follows:

                  (i)      upon the death of the Employee;

                  (ii)     by the Company, in accordance with applicable state
                           and federal laws and regulations, due to the
                           Disability of the Employee (meaning the inability of
                           Employee to perform substantially all of his current
                           duties as required hereunder for a continuous period
                           of 90 days because of mental or physical condition,
                           illness or injury) upon delivery of a Notice of
                           Termination to the Employee;

                  (iii)    by the Company for Cause upon delivery of a Notice of
                           Termination to the Employee;

                  (iv)     by either party without Cause upon 60 days written
                           notice to the other party and upon delivery of a
                           Notice of Termination to the other party. 

         b. If the Employee's employment with the Company shall be terminated by
either party during the Term, the Company shall pay to the Employee (or in the
case of his death, the Employee's estate) within 15 days after the Termination
Date, a lump sum cash payment equal to the Accrued Compensation.

         c. If the Company terminates the Employee without Cause, the Company
shall pay to the Employee in cash at the end of each of the six consecutive
30-day periods 



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<PAGE>   6

following the Termination Date an amount equal to one-twelfth of the Base
Amount. The employee will not continue to participate in employee benefit plans
during this six-month period.


         d. The severance pay provided for in this Section 4 shall be in lieu of
any other severance or termination pay to which the Employee may be entitled
under any Company severance or termination plan, program, practice or
arrangement. The Employee's entitlement to any other compensation or benefits
shall be determined in accordance with the Company's employee benefit plans and
other applicable programs, policies and practices then in effect. 

         e. In the event that the Employee is a director of the Company or any
of its affiliates and his employment hereunder is terminated for any reason, the
Employee shall, and does hereby, tender his resignation as a director of the
Company and any of its affiliates effective as of the Termination Date.

         5. Rights to Work Product. Except as expressly provided in this
Agreement, the Company alone shall be entitled to all benefits, profits and
results arising from or incidental to Employee's performance under this
Agreement. To the greatest extent possible, any work product, property, data,
documentation or information or materials prepared, conceived, discovered,
developed or created by Employee in connection with performing his employment
responsibilities during the Term ("Work Product") shall be deemed to be "work
made for hire" as defined in the Copyright Act, 17 U.S.C.A. ss. 101 et seq., as
amended, and owned exclusively and perpetually by the Company. Employee hereby
unconditionally and irrevocably transfers and assigns to the Company all
intellectual property or other rights, title and interest Employee may currently
have (or in the future may have) by operation of law or otherwise in or to any
Work Product. Employee agrees to execute and deliver to the Company any
transfers, assignments, documents or other instruments which the Company may
deem necessary or appropriate to vest complete and perpetual title and ownership
of any Work Product and all associated rights exclusively in the Company. The
Company shall have the right to adapt, change, revise, delete from, add to
and/or rearrange the Work Product or any part thereof written or created by
Employee, and to combine the same with other works to any extent, and to change
or substitute the title thereof, and in this connection Employee hereby waives
the "moral rights" of authors as that term is commonly understood throughout the
world including, without limitation, any similar rights or principles of law
which Employee may now or later have by virtue of the law of any locality,
state, nation, treaty, convention or other source. Unless otherwise specifically
agreed, Employee shall not be entitled to any compensation in addition to that
provided for in Section 3 of this Agreement for any exercise by the Company of
its rights set forth in this Section 5.

         6. Protection of Trade Secrets and Confidential Business Information.

         a. The Employee shall not, at any time either during the Term of
his/her employment or for a period of 10 years after the Employee's last date of
employment, use or disclose any Trade Secrets of the Company, except in
fulfillment of his duties as the Employee during his employment, so long as the
pertinent information or data remain Trade Secrets, whether or not the Trade
Secrets are in written or tangible form. "Trade Secrets" shall mean any
information, including but not limited to, scientific, technical, or commercial
information, 



                                       3
<PAGE>   7

including any design, process, procedure, list of suppliers, list of customers,
business code or improvement thereof, which, irrespective of novelty, invention,
patentability, the state of the prior art, and the level of skill in the
business, art, or field to which the subject matter pertains, is: (i) secret;
(ii) of value; (iii) for use or in use by the Company; and (iv) of advantage to
the Company, or providing an opportunity to obtain an advantage, over those who
do not know or use it; when the Company takes measures to prevent it from
becoming available to persons other than those selected by the Company to have
access thereto for limited purposes.

         b. The Employee agrees to maintain in strict confidence and, except as
necessary to perform his duties for the Company, not to use or disclose any
Confidential Business Information at any time, either during the term of his
employment or for a period of 6 months after the Employee's last date of
employment, so long as the pertinent data or information remains Confidential
Business Information. "Confidential Business Information" shall mean any
non-public information of a competitively sensitive or personal nature, other
than Trade Secrets, acquired by the Employee, directly or indirectly, in
connection with the Employee's employment (including his employment with the
Company prior to the date of this Agreement), including (without limitation)
oral and written information concerning the Company or its affiliates relating
to financial position and results of operations (revenues, margins, assets, net
income, etc.), annual and long-range business plans, marketing plans and
methods, account invoices, oral or written customer information, and personnel
information. Confidential Business Information also includes information
recorded in manuals, memoranda, projections, minutes, plans, computer programs,
and records, whether or not legended or otherwise identified by the Company and
its affiliates as Confidential Business Information, as well as information
which is the subject of meetings and discussions and not so recorded; provided,
however, that Confidential Business Information shall not include information
that is generally available to the public, other than as a result of disclosure,
directly or indirectly, by the Employee, or was available to the Employee on a
non-confidential basis prior to its disclosure to the Employee.

         c. Upon termination of employment, the Employee shall leave with the
Company all business records relating to the Company and its affiliates
including, without limitation, all contracts, calendars, and other materials or
business records concerning its business or customers, including all physical,
electronic, and computer copies thereof, whether or not the Employee prepared
such materials or records himself. Upon such termination, the Employee shall
retain no copies of any such materials. 

         d. As set forth above, the Employee shall not disclose Trade Secrets or
Confidential Business Information. However, nothing in this provision shall
prevent the Employee from disclosing Trade Secrets or Confidential Business
Information pursuant to a court order or court-issued subpoena, so long as the
Employee first notifies the Company of said order or subpoena in sufficient time
to allow the Company to seek an appropriate protective order. The Employee
agrees that if he receives any formal or informal discovery request, court
order, or subpoena requesting that he disclose Trade Secrets or Confidential
Business Information, he will immediately notify the Company and provide the
Company with a copy of said request, court order, or subpoena.



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<PAGE>   8

         7. Noncompetition, Nonsolicitation, and Related Matters.

         a. If the Employee's employment with the Company ceases for any reason,
including, but not limited to, termination or resignation, then for a period of
one year following the Employee's last date of employment, the Employee shall
not (without the prior written consent of the Company) compete with the Company
or any of its affiliates in any way, including, but not limited to, (i) serving
as an officer of, director of, employee of, or consultant to, (ii) directly or
indirectly forming, or (iii) directly or indirectly acquiring more than a 5%
investment in, a Competing Business in the Territory.

         b. If the Employee's employment with the Company ceases for any reason,
including, but not limited to, termination or resignation, then for a period of
one year following the Employee's last date of employment, the Employee shall
not (without the prior written consent of the Company) either directly or
indirectly, on the Employee's own behalf or in the service or on behalf of
others, (i) solicit, divert, or appropriate to or for a Competing Business, or
(ii) attempt to solicit, divert, or appropriate to or for a Competing Business,
any person or entity that was a customer or a prospective customer of the
Company or any of its affiliates on the Employee's last date of employment and
is located in the Territory. 

         c. If the Employee's employment with the Company ceases for any reason,
including, but not limited to, termination or resignation, then for a period of
one year following the Employee's last date of employment, the Employee will
not, either directly or indirectly, on the Employee's own behalf or in the
service or on behalf of others, (i) solicit, divert, or hire away, or (ii)
attempt to solicit, divert, or hire away, to any business located in the
Territory, any employee of or consultant to the Company or any of its affiliates
engaged or experienced in the Business, regardless of whether the employee or
consultant is full-time or temporary, the employment or engagement is pursuant
to written agreement, or the employment is for a determined period or is at
will.

         d. The Employee acknowledges and agrees that great loss and irreparable
damage would be suffered by the Company if the Employee should breach or violate
any of the terms or provisions of the covenants and agreements set forth in
Section 5, 6 or 7. The Employee further acknowledges and agrees that each of
these covenants and agreements is reasonably necessary to protect and preserve
the interests of the Company. The parties agree that money damages for any
breach of Section 5, 6 or 7 will be insufficient to compensate for any breaches
thereof, and that the Employee or any of the Employee's affiliates, as the case
may be, will, to the extent permitted by law, waive in any proceeding initiated
to enforce such provisions any claim or defense that an adequate remedy at law
exists. The existence of any claim, demand, action, or cause of action against
the Company, whether predicated upon this Agreement or otherwise, shall not
constitute a defense to the enforcement by the Company of any of the covenants
or agreements in this Agreement. 

         e. The Employee acknowledges and agrees that: (i) the covenants and
agreements contained in Sections 5, 6 and 7 are the essence of this Agreement;
(ii) that the Employee has received good, adequate and valuable consideration
for each of these covenants; 


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<PAGE>   9

(iii) each of these covenants is reasonable and necessary to protect and
preserve the interests and properties of the Company; (iv) the Company is and
will be engaged in and throughout the Territory in the Business; (v) a Competing
Business could be engaged in from any place in the Territory; and (vi) the
Company has a legitimate business interest in restricting the Employee's
activities throughout the Territory. The Employee also acknowledges and agrees
that: (i) irreparable loss and damage will be suffered by the Company should the
Employee breach any of these covenants and agreements; (ii) each of these
covenants and agreements in Sections 5, 6 and 7 is separate, distinct and
severable not only from the other covenants and agreements but also from the
remaining provisions of this Agreement; and (iii) the unenforceability of any
covenants or agreements shall not affect the validity or enforceability of any
of the other covenants or agreements or any other provision or provisions of
this Agreement. The Employee acknowledges and agrees that if any of the
provisions of Section 5, 6 or 7 shall ever be deemed to exceed the time,
activity, or geographic limitations permitted by applicable law, then such
provisions shall be and hereby are reformed to the maximum time, activity, or
geographical limitations permitted by applicable law.

         8. Successors; Binding Agreement.

         a. This Agreement shall be binding upon and shall inure to the benefit
of the Company, its Successors and Assigns and the Company shall require any
Successors and Assigns 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 or assignment had taken place.

         b. Neither this Agreement nor any right or interest hereunder shall be
assignable or transferable by the Employee, his beneficiaries or legal
representatives, except by will or by the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Employee's
legal personal representative.

         9. Notice. Any notice the Employee is required to provide to the
Company pursuant to this Agreement shall be made by certified mail, return
receipt requested, or by Federal Express, signature required, to the CEO of the
Company at the address shown below. Notice will be effective upon the date of
receipt by the Company. In addition, Employee shall send a copy of the notice to
Glenn W. Sturm, at the address listed below, at the same time and by the same
method of delivery as to the Company. However, the copy to Mr. Sturm shall not
constitute notice.

         Notice to Company:                 Mr. Bahram Yusefzadeh
                                            Chief Executive Officer
                                            Phoenix International Ltd., Inc.
                                            500 International Parkway
                                            Heathrow, Florida  32746



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<PAGE>   10

         Copy to Mr. Sturm:        Mr. Glenn W. Sturm
                                   Attorney for Phoenix International Ltd., Inc.
                                   Nelson Mullins Riley & Scarborough, L.L.P.
                                   First Union Plaza - Suite 1400
                                   999 Peachtree Street, N.E.
                                   Atlanta, Georgia 30309

         10. Modification and Waiver. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Employee and the Company. No waiver by
any party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.

         11. Arbitration. Any controversy or claim against the Company or any of
its officers, directors, employees or agents arising from, out of or relating to
this Agreement, the breach thereof (other than controversies or claims arising
from, out of or relating to the provisions in Section 5, 6 and 7 with respect to
which either party may upon 24 hours notice to the other seek injunctive and/or
other equitable relief in a court of competent jurisdiction as set forth in
Section 12), or the employment or termination thereof of Employee by the Company
which would give rise to a claim under federal, state or local law (including
but not limited to claims based in tort or contract, claims for discrimination
under state or federal law, and/or claims for violation of any federal, state or
local law, statute or regulation) ("Claims") shall be submitted to an impartial
mediator ("Mediator") selected jointly by the parties. Both parties shall attend
a medication conference and attempt to resolve any and all Claims. If they are
not able to resolve all Claims, any unresolved Claims, including any dispute as
to whether a matter constitutes a Claim which must be submitted to arbitration,
shall be determined by final and binding arbitration in Florida in accordance
with the Model Employment Dispute Resolution Rules ("Rules") of the American
Arbitration Association, by an experienced employment arbitrator licensed to
practice law in the Sate of Florida in accordance with the Rules, except as
herein specified. The arbitrator shall be selected by alternate striking from a
list of six arbitrators, half of which shall be supplied by the Company and half
by Employee. The party not initiating the arbitration shall strike first. The
process shall be repeated twice until an arbitrator is selected. If an
arbitrator is still not selected, the Mediator shall provide a list of three
names which will be alternately struck, with the party initiating the
arbitration striking first, until a selection is made.

         A demand for arbitration shall be made within a reasonable time after
the Claim has arisen. In no event shall the demand for arbitration be made after
the date when institution of legal and/or equitable proceedings based on such
Claim would be barred by the applicable statute of limitations. Each party to
the arbitration will be entitled to be represented by counsel and will have the
opportunity to take one deposition of an opposing party or witness before the
arbitration hearing. By mutual agreement of the parties, additional depositions
may be taken. The arbitrator shall have the authority to hear and grant a motion
to dismiss and/or for summary judgment, applying the standards governing such
motions under the Federal Rules of Civil procedure. Each



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party shall have the right to subpoena witnesses and documents for the
arbitration hearing. A court reporter shall record all arbitration proceedings.

     With respect to any Claim brought to arbitration hereunder, either party 
may be entitled to recover whatever damages would otherwise be available to that
party in any legal proceeding based upon the federal and/or state law applicable
to the matter and as specified by Section 12. The decision of the arbitrator may
be entered and enforced in any court of competent jurisdiction by either the
Company or Employee. Each party shall pay the fees of their respective attorneys
(except as otherwise awarded by the arbitrator), the expenses of their witnesses
and any other expenses connected with presenting their Claim or defense. Other
costs of the arbitration, including the fees of the Mediator, the arbitrator,
the cost of any record or transcript of the arbitration, administrative fees,
and other fees and costs, shall be borne equally by the parties, one-half by
Employee, on the one hand, and one-half by the Company, on the other hand.
Should Employee or the Company pursue any dispute or matter covered by this
Section by any method other than said arbitration, the responding party shall be
entitled to recover from the other party all damages, costs, expenses, and
attorneys' fees incurred as a result of such action. The provisions contained in
this Section 11 shall survive the termination and/or expiration of this
Agreement.

     The parties indicate their acceptance of the foregoing arbitration
requirement by initialing below:

     ------------------------------          ------------------------------
     For the Company                         Employee

         12. Governing Law. This Agreement shall be deemed to be made in, and in
all respects shall be interpreted, construed and governed by and in accordance
with, the laws of the State of Florida. The parties hereto agree that the state
or federal courts in the State of Florida shall have personal jurisdiction over
them with respect to, and shall be the exclusive forum for the resolution of,
any matter or controversy arising from or with respect to Sections 5, 6 and 7 of
this Agreement.

         13. Headings. The section and subsection headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

         14. Notices. Unless otherwise agreed to in writing by the Parties
hereto, all communications provided for hereunder shall be in writing and shall
be deemed to be given when delivered if delivered in person or by telecopy or
five (5) business days after being sent by first-class mail, registered or
certified, return receipt requested, with proper postage prepaid, and

         15. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.



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<PAGE>   12

         16. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior agreements, if any,
understandings and arrangements, oral or written, between the parties hereto
with respect to the subject matter hereof.

         17. Headings. The headings of Sections herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.

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

         19. Definitions. For purposes of this Agreement, the following terms
shall have the following meanings:

         a.  "Accrued Compensation" shall mean an amount which shall include all
amounts earned or accrued through the Termination Date but not paid as of the
Termination Date including (i) base salary, (ii) reimbursement for reasonable
and necessary expenses incurred by the Employee on behalf of the Company during
the period ending on the Termination Date, and (iii) bonuses and incentive
compensation .

         b.  "Base Amount" shall mean the Employee's annual base salary at the
rate in effect on the Termination Date and shall include all amounts of his base
salary that are deferred under the qualified and non-qualified employee benefit
plans of the Company or any other agreement or arrangement. 

         c.  "Bonus Amount" shall mean the most recent annual bonus paid or
payable to the Employee prior to the Termination Date.

         d.  "Business" shall mean the development, marketing or implementation
of core retail banking software directly or through a software service bureau to
the banking and financial industry, and any other related business which the
Company or any of its affiliates is engaged in as of the Employee's last date of
employment.

         e.  "Bylaws" shall mean the Amended and Restated Bylaws of the Company,
as amended, supplemented or otherwise modified from time to time.

         f.  The termination of the Employee's employment shall be for "Cause"
if it is the result of: 

                  (i)      the commission or omission of an act by the Employee
                           of a willful or negligent act which causes harm to
                           the Company;

                  (ii)     the conviction of the Employee for the commission or
                           perpetration by the Employee of any felony or any act
                           of fraud;



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<PAGE>   13

                  (iii)    the failure of the Employee to devote his full time
                           and attention to the business as provided in Section
                           1; or

                  (iv)     the failure of the Employee to perform his duties
                           hereunder in a manner satisfactory to the CEO and
                           President, as determined in their sole discretion.

         g. "Competing Business" shall mean any business that, in whole or in
part, is the same or substantially the same as the Business.

         h. "Confidential Business Information" shall mean any non-public
information of a competitively sensitive or personal nature, other than Trade
Secrets, acquired by the Employee, directly or indirectly, in connection with
the Employee's employment (including his employment with the Company prior to
the date of this Agreement), including (without limitation) oral and written
information concerning the Company or its affiliates relating to financial
position and results of operations (revenues, margins, assets, net income,
etc.), annual and long-range business plans, marketing plans and methods,
account invoices, oral or written customer information, and personnel
information. Confidential Business Information also includes information
recorded in manuals, memoranda, projections, minutes, plans, computer programs,
and records, whether or not legended or otherwise identified by the Company and
its affiliates as Confidential Business Information, as well as information
which is the subject of meetings and discussions and not so recorded; provided,
however, that Confidential Business Information shall not include information
that is generally available to the public, other than as a result of disclosure,
directly or indirectly, by the Employee, or was available to the Employee on a
non-confidential basis prior to its disclosure to the Employee.

         i. "Effective Date" shall mean the date set forth in the recitals.

         j. "Notice of Termination" shall mean a written notice of termination
from the Company or the Employee which specifies an effective date of
termination, indicates the specific termination provision in this Agreement
relied upon, and sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Employee's employment under
the provision so indicated.

         k. "Plan" shall mean the 1995 Phoenix International Ltd., Inc. Employee
Stock Option Plan adopted by the Board of Directors on October 21, 1995.

         l. "Stockholders Agreement" shall mean the Amended and Restated
Stockholders Agreement, dated August 31, 1995, by and among the Company and the
stockholders named therein, as amended, supplemented or otherwise modified from
time to time.

         m. "Successors and Assigns" shall mean a corporation or other entity
acquiring all or substantially all the assets and business of the Company
(including this Agreement), whether by operation of law or otherwise.



                                       10
<PAGE>   14

         n. "Termination Date" shall mean, in the case of the Employee's death,
his date of death, and in all other cases, the date specified in the Notice of
Termination.


         o. "Territory" shall mean that area specified on Exhibit A attached
hereto. 

         p. "Trade Secrets" shall mean any information, including but not
limited to, scientific, technical, or commercial information, including any
design, process, procedure, list of suppliers, list of customers, business code
or improvement thereof, which, irrespective of novelty, invention,
patentability, the state of the prior art, and the level of skill in the
business, art, or field to which the subject matter pertains, is: (i) secret;
(ii) of value; (iii) for use or in use by the Company; and (iv) of advantage to
the Company, or providing an opportunity to obtain an advantage, over those who
do not know or use it; when the Company takes measures to prevent it from
becoming available to persons other than those selected by the Company to have
access thereto for limited purposes. IN WITNESS WHEREOF, the Company has caused
this Agreement to be executed and its seal to be affixed hereunto by its
officers thereunto duly authorized, and the Employee has signed and sealed this
Agreement, effective as of the date first above written.


                                             PHOENIX INTERNATIONAL LTD., INC.
ATTEST:


By: /s/ Clay Scarborough                     By: /s/ Raju M. Shivdasani
    ---------------------------------            ----------------------------
    Name:  Clay Scarborough                  Name:   Raju M. Shivdasani
    Title: CFO                               Title:  President and COO

      (CORPORATE SEAL)

                                             EMPLOYEE

                                             /s/ Jocelyn Ruggiero
                                             --------------------------------
                                             Jocelyn Ruggiero



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<PAGE>   15



                                    EXHIBIT A

                                   "TERRITORY"




                                  UNITED STATES






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