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                                                                    EXHIBIT 10.4


                              EMPLOYMENT AGREEMENT


         THIS AGREEMENT (this "Agreement") is entered into as of the day set
forth below, by and between BIOMED RESEARCH TECHNOLOGIES, Inc. a Delaware
corporation (COMPANY), and STEVEN L ROSNER or his corporate assignee(s) jointly,
(hereinafter referred to as "EMPLOYEE").

                                    RECITALS

         WHEREAS, COMPANY does cutting edge research in the biomedical field of
which EMPLOYEE is a principal shareholder and,

         WHEREAS, COMPANY desires to employ EMPLOYEE and EMPLOYEE desires to
serve the COMPANY as the COMPANY's Executive Vice President, COO and,

         WHEREAS, EMPLOYEE's services for and on behalf of the COMPANY are of
material importance to the enhancement of the value of the COMPANY's business.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein set forth, and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the COMPANY and EMPLOYEE do hereby
agree as follows:

         I.       EMPLOYMENT

                  COMPANY hereby employs EMPLOYEE in its business as Executive
                  Vice President and COO and EMPLOYEE hereby accepts such
                  employment, all upon the terms and conditions hereinafter set
                  forth.

         II.      TERM

                  Unless sooner terminated pursuant to the provisions of this
                  Agreement the term of employment under this Agreement shall be
                  for a five (5) years commencing April 1, 2000 ("Employment
                  Period"). The Employment Period shall be automatically renewed
                  for succeeding terms of one (1) year ("Successive Employment
                  Period") unless either party gives written notice of his
                  intention not to renew said Agreement to the other party, at
                  least one-hundred-eighty (180) days prior to the end of the
                  initial five-year term, or any extended term.

         III.     DUTIES


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                  III.1    During the Employment Period EMPLOYEE shall serve in
                           the Office of Executive Vice President, COO and
                           perform appropriate executive services for the
                           COMPANY in accordance with the historical nature and
                           scope of duties performed by EMPLOYEE as Executive
                           Vice President, COO of BIOMED RESEARCH TECHNOLOGIES,
                           Inc.

                  III.2    EMPLOYEE shall be entitled to make ALL normal
                           executive level management decisions of the COMPANY
                           that involve matters within the COMPANY's usual
                           course of business and are duties customary for the
                           employee in his or her capacity of Executive Vice
                           President, and COO. EMPLOYEE's authority to manage
                           the COMPANY shall be subject to review and direction
                           from his or her immediate manager, if any, or by the
                           Board of Directors of the Company. Compensation paid
                           to employees of the COMPANY shall be at industry
                           standards. Bonuses, if any, for said employees shall
                           be based on the individual employee's performance and
                           tied to a formula adopted by the COMPANY's Board of
                           Directors.

                  III.3    During the term of this Agreement, although EMPLOYEE
                           is involved in managing other businesses, EMPLOYEE
                           shall devote primarily majority of his time, energy,
                           and skill to the service of the COMPANY and the
                           promotion of COMPANY'S interests, and shall use his
                           best efforts in the performance of his services
                           hereunder. EMPLOYEE agrees to abide by all rules and
                           regulations established from time to time by the
                           Board; and all commissions, fees or other income
                           earned and received by EMPLOYEE, if any, in
                           furtherance of the business of Company, or its ns
                           affiliates or from any other business or financial
                           opportunity or endeavor in which EMPLOYEE is an
                           active participant and not a passive investor, shall
                           be accepted by EMPLOYEE for the account of Company,
                           and shall be remitted to Company within three (3)
                           days of EMPLOYEE's receipt thereof.

                  III.4    EMPLOYEE may, if elected, without additional
                           compensation, unless expressly approved by the Board
                           of Directors of the COMPANY, serve as a director of
                           the COMPANY.

                  III.5    The services of EMPLOYEE shall be rendered in such
                           places and localities as the COMPANY may require from
                           time to time, and he shall do such traveling on
                           behalf of the COMPANY as may reasonably be required
                           consistent with the historical requirements of the
                           office of Executive Vice President, COO of the
                           COMPANY.

                  III.6    EMPLOYEE shall comply with all COMPANY policies for
                           the employees; as such policies may exist from time
                           to time.


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         IV.      COMPENSATION

                  IV.1     The COMPANY will compensate and pay EMPLOYEE for his
                           services during the term of this Agreement a base
                           salary of $250,000 per year ("Base Salary"). The Base
                           Salary shall be paid to EMPLOYEE at no less than
                           monthly intervals in accordance with the current
                           normal payroll policies of which policies may be
                           changed by COMPANY from time to time with inclusion
                           of cost of living adjustment on a mutually acceptable
                           terms. All compensation paid to EMPLOYEE shall be
                           subject to all appropriate withholding taxes.

                  IV.2     EMPLOYEE shall be entitled to a bonus annually equal
                           to no less than one and a half (1.5%) percent of the
                           net profits of the COMPANY calculated without taking
                           into account any kind of distribution to the
                           subsidiaries of the COMPANY. Net Profits shall be
                           defined according to Generally Accepted Accounting
                           Principles. EMPLOYEE may elect to take this bonus in
                           any combination of cash and stock. Computation of
                           stock is based on the Board of Directors approved
                           Stock Option Plan.

                  IV.3     Compensation for each Successive Employment Period
                           shall be determined, within thirty (30) days of the
                           expiration of the Employment Period or each
                           Successive Employment Period, through good faith
                           negotiations between COMPANY and EMPLOYEE. Should the
                           parties hereto fail to agree upon a mutually
                           acceptable compensation package, the compensation in
                           effect for the immediately proceeding period shall
                           continue until the parties hereto agree on its
                           modification.

                  IV.4     Sign in Bonus. Employee shall be entitled to receive
                           a stock option of 600,000 shares vested 12 months
                           from execution of this agreement.

         V.       DEATH

                  V.1      In the event of the death of EMPLOYEE during the term
                           of this Agreement, COMPANY shall pay to the Estate of
                           EMPLOYEE the amount to which EMPLOYEE would have been
                           entitled to receive for the lesser of (a) salary for
                           the remaining of five (5) year period, or (b) salary
                           for the remaining period of this Agreement; in
                           regular monthly payments for the term that remains on
                           this Agreement to commence three (3) months after the
                           death of EMPLOYEE.

                  V.2      There shall be deducted from the amounts paid to
                           EMPLOYEE pursuant to Section 4.1, above, the amount
                           actually paid to EMPLOYEE's designated beneficiary,
                           as proceeds of life insurance, if any, which the
                           COMPANY may



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                           have instituted on behalf of EMPLOYEE, as set forth
                           under Section 9.1.2 (the "Term of The Insurance").


         VI.      DISABILITY

                  VI.1     In the event of disability of EMPLOYEE (whether
                           temporary or permanent) to render services hereunder
                           during the term hereof, and so long as such
                           disability continues, EMPLOYEE shall continue to
                           receive his full compensation during the period of
                           such disability for a remaining unpaid period of this
                           Agreement, or until the termination of this Agreement
                           as defined in Section 11.1.4 herein, whichever first
                           occurs.

                  VI.2     There shall be deducted, from the amounts paid to
                           EMPLOYEE hereunder during any period of disability,
                           any amounts actually paid to EMPLOYEE pursuant to any
                           disability insurance or other similar program, which
                           the COMPANY has instituted or may institute on behalf
                           of its employees.

         VII.     PARTICIPATION IN PLANS AND BENEFITS

                  VII.1    During the term of this Agreement, EMPLOYEE will be
                           entitled to participate in and receive the benefits
                           of all plans, benefits and privileges given to
                           employees and executives of the COMPANY, whether now
                           established or granted or which may come into
                           existence hereafter, including, without limitation,
                           the following:

                           VII1.1   COMPANY agrees to provide medical and dental
                                    services or reimbursement for such expenses
                                    to EMPLOYEE and or members of his immediate
                                    family. Such medical plan shall be
                                    comparable to the benefits provided under a
                                    comprehensive medical plan approved by the
                                    Board of Directors.

                           VII1.2   Upon the Board of Directors approval,
                                    COMPANY agrees to secure term life insurance
                                    on the life of EMPLOYEE, which is in effect
                                    at the time of execution of this Agreement.
                                    COMPANY agrees to pay all premiums on the
                                    policy during the term of employment
                                    provided herein. The term of life insurance
                                    should equate no less than three (3) times
                                    the EMPLOYEE's annual salary.

                           VII1.3   Upon the Board of Directors approval, the
                                    COMPANY shall continue disability insurance
                                    for EMPLOYEE, which is in effect at the time
                                    of execution of this Agreement, and which
                                    shall remain in effect during the term of
                                    this Agreement.


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                           VII1.4   EMPLOYEE shall be entitled to a two (2) week
                                    of annual vacation without reduction of
                                    EMPLOYEE's compensation. EMPLOYEE shall be
                                    entitled to such additional time of not less
                                    than seven (7) non-consecutive days per
                                    annum without loss of compensation for
                                    attendance at meetings, conventions, and
                                    postgraduate courses as the Board of
                                    Directors of COMPANY shall, from time to
                                    time determine. Vacation days must be used
                                    during the calendar year and may not be
                                    accumulated. Each year of employment shall
                                    add an additional week of paid vacation,
                                    which shall not exceed six (6) weeks.

                           VII1.5   EMPLOYEE shall be entitled to twelve (12)
                                    non-consecutive days per annum absence due
                                    to sickness without reduction of EMPLOYEE's
                                    compensation. Sick days must be used during
                                    the calendar year and may not be
                                    accumulated.

                           VII1.6   EMPLOYEE shall also receive such other
                                    benefits, fringe benefits and entitlements
                                    as is usual and customary for COMPANY to
                                    supply an EMPLOYEE of like status and
                                    position according to Company's established
                                    policies on employment, as can be reasonably
                                    provided, and consistent with the term of
                                    employment contemplated under this
                                    Agreement.

                           VII1.7   In the event that the parties do not reach
                                    agreement on a successor employment
                                    agreement on such terms that are mutually
                                    agreeable, and as a result of the Employee
                                    ceases to be employed by the company, the
                                    Company shall pay the Employee severance pay
                                    equal to the Employee's base salary and
                                    company performance adjustment due pursuant
                                    to this Agreement for a period of 36 months
                                    after the employee leaves the Company's
                                    employ.

                           VII1.8   In the event that EMPLOYEE is terminated
                                    without cause and as a result the Employee
                                    ceases to be employed by the company, the
                                    Company shall pay the Employee severance pay
                                    equal to the Employee's base salary and
                                    company performance adjustment due pursuant
                                    to this Agreement for a period of 36 months
                                    after the employee leaves the Company's
                                    employ.

         IVII.    EXPENSES

                  The COMPANY shall reimburse EMPLOYEE or otherwise provide for
                  or pay for all reasonable expenses incurred by EMPLOYEE in
                  furtherance or in connection with


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                  the business of the COMPANY and its subsidiaries, including,
                  without limitation, automobile and traveling expenses, and all
                  reasonable entertainment expenses. EMPLOYEE agrees that he
                  will furnish the COMPANY'S adequate records and other
                  documents bearing evidence required by state and federal
                  statutes and regulations issued by the appropriate taxing
                  authorities for the substantiation of each such business
                  expense as a deduction on the federal and state income tax
                  returns of the COMPANY. If EMPLOYEE pays for such expenses in
                  the first instance, the COMPANY will reimburse him. The
                  Company shall issue to the Employee a corporate American
                  Express card for use in connection with expenses incurred in
                  connection with the performance of this Agreement.

         IX.      TERMINATION

                  IX.1     COMPANY SHALL HAVE THE ABSOLUTE RIGHT TO TERMINATE
                           THIS AGREEMENT ON THE OCCURRENCE OF ANY OF THE
                           FOLLOWING EVENTS:

                           IX1.1    Whenever COMPANY and EMPLOYEE shall MUTUALLY
                                    agree to terminate in writing.

                           IX1.2    Whenever the Board of Directors of COMPANY
                                    determines that cause (as defined in Section
                                    11.4 herein) exists for the termination of
                                    EMPLOYEE or COMPANY allows EMPLOYEE to
                                    resign in lieu of termination.

                           IX1.3    Upon the death of EMPLOYEE.

                           IX1.4    If EMPLOYEE shall suffer temporary or
                                    permanent disability. For purposes of this
                                    Agreement, "Disability" shall be defined as
                                    EMPLOYEE's inability, through physical or
                                    mental illness or other cause, to perform
                                    the majority of his usual duties for a
                                    period of six (6) months, or as may be
                                    defined in a valid disability insurance
                                    policy, whichever definition is less
                                    restrictive.

                           IX1.5    Upon the retirement of EMPLOYEE at age of
                                    Seventy (70) or at any age thereafter.

                           IX1.6    Inability to perform assigned duties as
                                    defined and expected by the Company's Board
                                    of Directors.

                  IX.2     EMPLOYEE shall have the absolute right to terminate
                           this Agreement upon thirty (30) days prior written
                           notice by EMPLOYEE to the COMPANY.


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                  IX.3     Upon termination for any of the foregoing causes,
                           EMPLOYEE shall be entitled to receive only the
                           compensation accrued, but unpaid, as of the date of
                           termination and shall not be entitled to additional
                           compensation except as expressly provided in this
                           Agreement under Sections VII, VIII, and XIV.

                  IX.4     The Company may immediately terminate this Agreement
                           for just cause by written notice to the Employee for
                           any of the following reasons: theft, fraud,
                           embezzlement, dishonesty, or any material breach of
                           this Agreement. In the event that the Company
                           terminates the Employee for just cause the Company
                           shall not be liable to make any further payments
                           under this Agreement except for amounts due at the
                           time of such termination.

                  IX.5     The Company may terminate this Agreement without
                           cause upon thirty (30) day written notice to the
                           EMPLOYEE. In the event of a without cause termination
                           by the Company, the EMPLOYEE shall receive his salary
                           and all other benefits provided herein for the
                           duration of the Agreement. In addition, the EMPLOYEE
                           shall thereafter receive severance benefits in
                           accordance with Section 9.1.8.

         VIII.    BUSINESS RECORDS; SURRENDER

                  VIII.1   All business and financial records pertaining to
                           customers of the COMPANY, including but not limited
                           to books, software, records, memoranda, orders,
                           invoices, list of customers, billings and payment of
                           billings and all records pertaining to compensation
                           and expenses of EMPLOYEE within the scope of
                           employment shall at all times be the property of the
                           COMPANY.

                  VIII.2   Upon the termination of the EMPLOYEE's employment
                           hereunder, for any reason whatsoever, and in addition
                           to such other actions as may be reasonably required
                           by Employer, the EMPLOYEE agrees to surrender to the
                           Employer, in good condition, any record or records
                           kept by him containing the names, addresses, and
                           other information with regard to customers or
                           potential customers of Employer which have been
                           served or solicited by the Employee.


         IX.      MERGER, TRANSFER, DISSOLUTION OR CHANGE OF CONTROL

                  IX.1     Except as provided in Section XIV, this Agreement
                           shall not be terminated by:


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                           IX.1.1   merger or consolidation where COMPANY is not
                                    the consolidated or surviving corporation;

                           IX.1.2   transfer of all or substantially all of the
                                    assets of COMPANY;

                           IX.1.3   change of control of COMPANY as described in
                                    Section 14.1;

                           IX.1.4   in the event, EMPLOYEE may elect at his/her
                                    own option to terminate this agreement
                                    within thirty (30) days written advanced
                                    notice.

                           In the event of any such merger, consolidation,
                           transfer of assets or change of control of COMPANY,
                           the surviving or resulting corporation or the
                           transferee of COMPANY's assets shall be bound by, and
                           shall have the benefit of, the provisions of this
                           Agreement.

         X.       CHANGE IN CONTROL

                  X.1      Notwithstanding anything contained in this Agreement
                           to the contrary, for the purposes of this Agreement,
                           a "change in control of COMPANY" shall mean the
                           occurrence of any of the following events:

                           X.1.1    any "person" (as that term is used in
                                    Sections 13(d) and 14(d) of the Securities
                                    Exchange Act of 1934, as amended ("Exchange
                                    Act")), who holds less than 20% of the
                                    combined voting power of the securities of
                                    the COMPANY, becomes the "beneficial owner"
                                    (as defined in Rule 13d-3 under the Exchange
                                    Act), directly or indirectly, of securities
                                    of COMPANY representing twenty-five percent
                                    or more of the combined voting power of the
                                    securities of COMPANY then outstanding; or

                           X.1.2    during any period of twenty-four (24)
                                    consecutive months, individuals who at the
                                    beginning of such period constitute all
                                    members of the Board of Directors of COMPANY
                                    shall cease, for any reason, to constitute
                                    at least a majority of the Directors, unless
                                    the election of each Director who was not a
                                    Director at the beginning of the period was
                                    approved by a vote of at least two-thirds of
                                    the Directors then still in office who were
                                    Directors at the beginning of the period; or

                           X.1.3    COMPANY shall consolidate or merger with
                                    another company and COMPANY is the
                                    continuing or surviving corporation, or
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                                    COMPANY's common stock are converted into
                                    cash, securities, or other property, other
                                    than a merger of COMPANY in which the
                                    holders of the COMPANY's common stock
                                    immediately prior to the merger have the
                                    same proportionate ownership of common stock
                                    of the surviving corporation immediately
                                    after the merger as they had in COMPANY
                                    immediately prior to the merger; or

                           X.1.4    COMPANY shall sell, lease, exchange, or
                                    otherwise transfer all or substantially all
                                    of its assets (in one transaction or in a
                                    series of related transactions); or

                           X.1.5    the stockholders of COMPANY shall approve a
                                    plan or proposal for the liquidated or
                                    dissolution of COMPANY.

                  X.2      EMPLOYEE shall have the right to resign from the
                           employ of COMPANY at any time after a change in
                           control of COMPANY. If EMPLOYEE resigns within two
                           years of such a change in control, he shall be
                           entitled to the payment provided in Section 14.3.

                  X.3      If EMPLOYEE resigns from the employ of COMPANY within
                           two years of a change in control of COMPANY, or if
                           COMPANY terminates this Agreement after a change in
                           control of COMPANY for any reason other than
                           substantial cause, then the following provisions of
                           this Section X shall apply:

                           X.3.1    in lieu of any further salary payments to
                                    EMPLOYEE for periods subsequent to the date
                                    of the termination of his employment,
                                    COMPANY shall pay to EMPLOYEE, in a lump sum
                                    and in cash, as liquidated damages, an
                                    amount equal to the sum of:

                                    (i)      the greater of (I) three years'
                                             base salary, or (II) the base
                                             salary due to EMPLOYEE for the
                                             remaining term of this Agreement,
                                             in either case at the greater of
                                             the rate in effect at the date of
                                             the change in control of COMPANY or
                                             at the date of termination; plus

                                    (ii)     an amount equal to a multiple of
                                             two (2) times the largest total of
                                             the bonuses previously paid in any
                                             one year by COMPANY to EMPLOYEE
                                             pursuant to the provisions of
                                             Section 4.2 hereof.


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                           X.3.2    COMPANY shall maintain in full force and
                                    effect until the expiration of the term of
                                    this Agreement, at its expense, all group
                                    insurance and other employee benefit plans
                                    (including, without limitation, qualified
                                    profit-sharing and retirement type plans) in
                                    which EMPLOYEE was entitled to participate
                                    prior to the date of his termination,
                                    provided that EMPLOYEE's continued
                                    participation is possible under the terms of
                                    such plans. If EMPLOYEE's continued
                                    participation under such plans is not
                                    possible, COMPANY shall arrange to provide
                                    EMPLOYEE with alternative benefits
                                    substantially similar to those provided
                                    under the group insurance and employee
                                    benefit plans of COMPANY in which EMPLOYEE
                                    was participating prior to the date of his
                                    termination.

                           Any payment due to EMPLOYEE pursuant to the
                  provisions of this Section 14.3 shall be paid to him by
                  COMPANY on the fifth day following the date of EMPLOYEE's
                  termination.

                  X.4      For purposes of the remaining provisions of this
                           Section XIV the following terms shall have the
                           following meanings:

                           X.4.1    The term "Code" shall mean the Internal
                                    Revenue Code of 1986, as amended; and any
                                    references to sections thereof shall include
                                    any successor provisions of the Code or of
                                    any future income tax laws enacted as
                                    successors to the Code;

                           X.4.2    The term "Excise Tax" shall mean the tax
                                    imposed by Section 4999 of the Code;

                           X.4.3    The term "Gross-Up Payment" shall mean the
                                    payment referred to in subsection (e) of
                                    this Section XII.

                           X.4.4    The term "Section XIV Payments" shall mean
                                    all payments to which EMPLOYEE shall become
                                    entitled under the provisions of this
                                    Section XII.

                           X.4.5    The term "Other Payments" shall mean any
                                    payments or benefits, other than the Section
                                    XIV Payments, received or to be received by
                                    EMPLOYEE in connection with a change in
                                    control of COMPANY, or in connection with
                                    EMPLOYEE's termination of employment, and
                                    which are payable pursuant to the terms of
                                    any plan, arrangement, or agreement (other
                                    than this Agreement) with COMPANY, with
                                    COMPANY's successors, with any person whose
                                    actions result in a change in control of
                                    COMPANY, or with any person affiliated
                                    either with COMPANY or with any person whose
                                    actions result in a change in control of
                                    COMPANY.


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                  X.5      If EMPLOYEE becomes entitled to any payments under
                           this Section XIV and if the Section XIV Payments or
                           any Other Payments will be subject to the Excise Tax,
                           then COMPANY shall pay to EMPLOYEE an additional sum
                           (the "Gross-Up Payment") sufficient to provide
                           EMPLOYEE with a net amount equal to the sum of the
                           Section XIV and the Other Payments, after deduction
                           of any Excise Tax on such Payments and after
                           deduction of any federal, state, or local income
                           taxes, and of any Excise Tax, upon the Gross-Up
                           Payment. The amount due from COMPANY under this
                           Section 14.5 shall be paid to EMPLOYEE within five
                           days of the date of EMPLOYEE's termination.

                  X.6      The following rules shall apply for the purpose of
                           determining whether any of the Section XIV Payments
                           or any of the Other Payments will be subject to the
                           Excise Tax and for the purpose of computing the
                           amount of any such Excise Tax:

                           X.6.6    The value of any benefits payable to
                                    EMPLOYEE in any form other than cash, and
                                    the value of any deferred payments or
                                    benefits due to EMPLOYEE from COMPANY, shall
                                    be determined by COMPANY's independent
                                    auditors in accordance with the provisions
                                    of Section 280G(d)(3) of the Code.

                  X.7      For purpose of determining the amount of the Gross-Up
                           Payment:

                           X.7.1    EMPLOYEE shall be deemed to be subject to
                                    state and local income taxes at the highest
                                    marginal rate of taxation in the state and
                                    locality of EMPLOYEE's principal residence
                                    on the date of his termination; and

                           X.7.2    EMPLOYEE shall be deemed to be subject to
                                    federal income taxes at the highest marginal
                                    rate of federal income taxation in the
                                    calendar year in which the Gross-Up Payment
                                    is due (net of the maximum reduction in
                                    federal income taxes which EMPLOYEE can
                                    obtain from deduction of the state and local
                                    taxes described in the preceding clause).

                  X.8      If the Excise Tax is determined to exceed the amount
                           taken into account under the provisions of this
                           Section XIV at the time of the termination of
                           EMPLOYEE (including by reason of any payment, the
                           existence or the amount of which could not be
                           determined at the time of the Gross-Up Payment),
                           COMPANY shall make an additional Gross-Up Payment in
                           respect of such excess and in respect of any interest
                           payable with respect to such excess, at the time that
                           the amount of such excess is finally determined.

                           X.8.1    EMPLOYEE shall not be required to mitigate
                                    the amount of any payment provided for in
                                    this Section XIV by seeking other employment
                                    or otherwise; and the amount of any payment
                                    provided for in this


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                                    Section XIV shall not be reduced by any
                                    compensation earned by EMPLOYEE, either as
                                    the result of employment by any other
                                    employer after the date of his termination
                                    of employment with COMPANY or otherwise.

         XI.      COMPANY'S AUTHORITY

                  EMPLOYEE agrees to observe and comply with the rules and
                  regulations of COMPANY as adopted by COMPANY's Board of
                  Directors, which are not inconsistent with his sole discretion
                  to manage the operations of the COMPANY, communicated in
                  writing, respecting performance of his duties, and to carry
                  out and perform orders, directions, and policies stated by
                  COMPANY to him, from time to time, communicated in writing.

        XII.      INDEMNIFICATION OF LOSSES OF EMPLOYEE

                  COMPANY shall, to the maximum extent permitted by law,
                  indemnify EMPLOYEE against expenses (including reasonable
                  attorney's fees), judgments, fines, settlements, and other
                  amounts actually and reasonably incurred in connection with
                  any proceedings arising by reason of the fact that EMPLOYEE
                  is, or was, an employee, officer or agent of COMPANY. COMPANY
                  shall advance to EMPLOYEE expenses incurred in defending any
                  such proceedings to the maximum extent permitted by law.
                  COMPANY's obligations under this Section shall not cease upon
                  termination of this Agreement. EMPLOYEE may select legal
                  counsel, at his sole discretion, to represent him in any such
                  proceedings.

        XIII.     MISCELLANEOUS

                  XIII.1   Any and all notices, demands, requests or other
                           communication required or permitted by this Agreement
                           or by law to be served on, given to, or delivered to
                           any party hereto by any other party to this Agreement
                           shall be in writing and shall be deemed duly served,
                           given, or delivered when personally delivered to the
                           COMPANY or to an officer of the COMPANY, or in lieu
                           of such personal delivery, when deposited, in the
                           United States mail, registered or certified mail,
                           addressed to the COMPANY, at the address of its
                           principal office located at 10150 Highland Manor
                           Drive, Suite 200, Tampa, FL 33610 or to the EMPLOYEE
                           at the address then appearing for him on the books
                           and records of the COMPANY. The COMPANY may change
                           the address of its principal office in the manner
                           required by law for purposes of this paragraph by
                           giving notice to the change, in the manner required
                           by this paragraph, to the respective parties.


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                  XIII.2   Notwithstanding anything to the contrary contained
                           herein, the payment or obligation to pay any money,
                           or granting of any rights or privileges, to the
                           EMPLOYEE as provided in this Agreement shall not be
                           in lieu or in derogation of the rights and privileges
                           that the EMPLOYEE now has under any plan or benefit
                           presently outstanding.

                  XIII.3   This Agreement may not be modified, changed, amended,
                           or altered except in writing signed by the EMPLOYEE
                           or his duly authorized representative, and by a duly
                           authorized officer of the COMPANY.

                  XIII.4   This Agreement shall be interpreted in accordance
                           with the laws of the State of Florida without
                           application of its conflict of law provisions. It
                           shall inure to the benefit of and be binding upon the
                           COMPANY, and its successors and assigns.

                  XIII.5   EMPLOYEE shall not assign his rights and/or
                           obligations hereunder.

                  XIII.6   Should any litigation be commenced between the
                           parties to this Agreement concerning any provision of
                           this Agreement, the party prevailing in such
                           litigation shall be entitled, in addition to such
                           other relief as may be granted, to a reasonable sum
                           as and for his attorney's fees in such litigation
                           which shall be determined by the Court in such
                           litigation or in a separate action brought for that
                           purpose.

                  XIII.7   An original copy of this Agreement duly executed by
                           the COMPANY and by the EMPLOYEE shall be delivered to
                           the governing body of the COMPANY and be maintained
                           by it at the principal office of COMPANY available
                           for inspection only by consent of the EMPLOYEE.

                  XIII.8   Should any provision or portion of this Agreement be
                           held unenforceable or invalid for any reason, the
                           remaining provisions and portions of this Agreement
                           shall be unaffected by such holding, subject to such
                           invalidity not rendering the balance of the Agreement
                           to be inconsistent with the original intent of the
                           parties as evidenced by the terms of this Agreement.

                  XIII.9   This instrument constitutes the entire understanding
                           and Agreement of the parties hereto respecting the
                           subject of this Agreement and supersedes all prior
                           agreements, promises, negotiations, or
                           representations (if any) concerning its subject
                           matter not expressly set forth in this Agreement are
                           of no force and effect.


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<PAGE>   14

                  XIII.10  This Agreement and any certificates made pursuant
                           hereto, may be executed in any number of counterparts
                           and when so executed all of such counterparts shall
                           constitute a single instrument binding upon all
                           parties hereto notwithstanding the fact that all
                           parties are not signatory to the original or to the
                           same counterpart.

                  XIII.11  This Article and Section headings used in this
                           Agreement are for reference purposes only, and should
                           not be used in construing this Agreement.

                  XIII.12  As used in this Agreement, the masculine gender shall
                           include the feminine and neuter, and singular number
                           shall include the plural, and vice versa.

                  XIII.13  Time is of the essence of this Agreement.

                  XIII.14  The Effective Date of this Agreement commences on
                           April 1st, 2000.

                  XIII.15  The failure or delay of Company at any time to
                           require performance by EMPLOYEE of any provision of
                           this Agreement, even if known, shall not affect the
                           right of COMPANY to require performance of that
                           provision or to exercise any right, power or remedy
                           hereunder, and any waiver by COMPANY of any breach of
                           any provision of this Agreement should not be
                           construed as a waiver of any continuing or succeeding
                           breach of such provision, a waiver of the provision
                           itself, or a waiver of any right, power ore remedy
                           under this Agreement. No notice to or demand on
                           Employee in any case shall, of itself, entitle such
                           party to any other or further notice or demand in
                           similar or other circumstances.

                  XIII.16  EMPLOYEE acknowledges that the services to be
                           rendered by EMPLOYEE hereunder are extraordinary and
                           unique and are vital to the success of the COMPANY,
                           and that damages at law would be an inadequate remedy
                           for any breach of threatened breach of this Agreement
                           by Employee. Therefore, in the event of a breach or
                           threatened breach by EMPLOYEE of any provision of
                           this Agreement, then COMPANY shall be entitled, in
                           addition to all rights or remedies, to injunctions
                           restraining such breach, without being required to
                           show any actual damage or to post any bond or other
                           security.

                  XIII.17  The parties acknowledge that a substantial portion of
                           negotiations, anticipated performance and execution
                           of this Agreement occurred or shall occur in Broward
                           County, Florida, and that, therefore, without
                           limiting the jurisdiction or venue or any other
                           federal or state courts, each of the parties
                           irrevocably and unconditionally (a) agrees that any
                           suit, action or legal proceeding arising out of or
                           relating to this Agreement may be brought in the
                           courts or records of the State of Florida in Broward
                           County or the court of the United States, Southern
                           District of Florida; (b) consents to the jurisdiction
                           of each such court in any such suit, action or
                           proceeding; (c) waives any objection which it may
                           have to


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<PAGE>   15

                           the laying of venue of any such suit, action or
                           proceeding in any such courts; and (d) agrees that
                           service of any court paper may be effected on such
                           party by mail, as provided in this Agreement, or in
                           such other manner as may be provided under applicable
                           laws or court rules in said state.

                  XIII.18  Notwithstanding anything to the contrary herein, the
                           provisions of Sections V, VI, XII, XIII, XIV, and XVI
                           shall survive and remain in effect in accordance with
                           their respective terms in the event employment is
                           terminated.

        IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year as set forth below.

        Employee Name:                                            Date:   /  /
                       -----------------------------------------        -- -- --

        Employee Signature:
                           -------------------------------------

        Company Authorized Officer name:                           Date:   /  /
                                        ------------------------        -- -- --

        Signature:
                  ----------------------------------------------


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