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                      EMPLOYMENT CONTRACT FOR ANDREW SMITH
                      ------------------------------------


This agreement is made October 30, 1997, at the City of Fort Lauderdale,  County
of Broward,  State of Florida,  between ADS  Advertising  Corpora tion d/b/a The
Smith Agency, employer and Andrew Smith, employee.

Employer  is engaged in the  business of  providing  marketing  and  advertising
services,  to  corporate  clients  and  maintains a business in the City of Fort
Lauderdale, County of Broward , State of Florida.

Employee  is willing to be  employed  by  employer,  and  employer is willing to
employ  employee,  on the terms,  covenants,  and  conditions  set forth in this
agreement.

      WHEREAS it is the intent of employer to obtain a full-time  em ployee with
integrity and requisite  qualifications  who has prior working  experience  with
employer,  to  continue  to act in an  executive  management  function  with the
corporation,  and it is the  intent of Andrew  Smith to  fulfill  the  intent of
employer and be compensated for such employment.

      In  consideration  of the mutual  covenants  and  promises of the parties,
employer and employee covenant and agree as follows:

SECTION ONE: Employer does hire and employ employee as President and Chairman of
its entire  corporation,  and employee  does accept and agree to such hiring and
employment.  In  consideration  of the invaluable  and sustaining  contributions
during the  inception,  research and  development  of the company,  Andrew Smith
will,  in  perpetuity,  possess  the title of  founder  of the  company  and its
subsequent  holdings.  This title is not related to continued  employment or any
amount of stock holding retained. Subject to the supervision and pursuant to the
orders, advice, and directions of employer,  employee shall direct all phases of
said  corporation,  subject only to the final  direction of employer,  and shall
perform  such other  duties as are  customarily  performed  by one holding  such
position  in other  similar  businesses  or  enterprises  as that  engaged in by
employer,  and shall also additionally  render such other and unrelated services
and duties as may be assigned to employee from time to time by employer.

SECTION TWO:   Employee   agrees   to   perform,   at  all   times   faithfully,
industriously,  and to the best of his ability,  experience,  and talent, all of
the  duties  that  may be  required  of and from him pursuant to the express and









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implicit terms of this  agreement,  to the reasonable  satisfaction of employer.
Such duties shall be rendered at employer's  place of business and at such other
place or places as  employer  shall in good faith  require or as the  interests,
needs, business, and opportunities of employer shall require or make advisable.

SECTION THREE: The term of this  agreement  shall  be for a  period  of five (5)
years, commencing on October , 1997, and terminating on October , 2002, subject,
however, to prior termination as provided below.

SECTION  FOUR:  Employer  shall pay employee and employee  agrees to accept from
employer,  for employee's  services under this  agreement,  compensation  at the
gross rate of ONE HUNDRED  THOUSAND  ($100,000)  DOLLARS per year for serving as
President and CEO. Said compensations  shall be paid on a weekly basis and shall
be increased by 10% per year  effective the first day of January,  1999,  during
the  term  of  this  contract.   It  is  expressly  understood  that  employee's
compensation under this agreement may be supplemented by additional stock option
plans from  employer.  In  addition,  employer  agrees to  establish  an expense
account  from  which  it will  reimburse  employee  for  any and all  necessary,
customary, and usual expenses incurred by him on behalf of the employer pursuant
to employer's directions.

SECTION FIVE:  Employer shall provide family health  insurance as well as dental
insurance to employee with no contribution required from employee.

SECTION SIX:  Employer  shall provide a company  vehicle  (1997  Volvo),  or the
financial   equivalent  at  employee's  option,  to  employee  and  provide  all
maintenance, insurance, repair and fuel to said vehicle.

SECTION  SEVEN:  Employer shall provide three (3) weeks annual paid vacation and
one (1) weeks  annual paid sick leave to  employee.  In addition to vacation and
sick days, the employee shall have the following designated holidays: New Year's
Day,  Birthday of Martin  Luther King,  Jr.,  Lincoln's  Birthday,  Washington's
Birthday,  Good Friday,  Memorial  Day,  July 4th,  Labor Day and the  following
Friday, and Christmas Day (Note:  Should any of the above dates fall on Saturday
or Sunday, the following Monday shall be deemed as a holiday).

SECTION EIGHT:  Employer shall compensate  employee as a "Perfor mance Incentive
Bonus as follows: Sliding Scale as follows:
















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Based upon Net Profit.

From 0 to $149,000            10%
From $150,000 to $299,000     15%
From $300,000 and over        20%

To be paid at the end of the fiscal year (1998).
For a period of 2 years to be reviewed  at the end of term,but  will not be less
than what was received in years (1) one and (2) two.  Andrew Smith has choice of
cash, common stock or any combination of the two.

SECTION  NINE:  Notwithstanding  anything  in this  agreement  to the  contrary,
employer has the option to terminate this agreement in the event that during its
term employee shall become permanently disable as the term permanently  disabled
is defined  below.  Such option shall be exercised by employer  giving notice to
employee by  registered  mail The giving of such notice this  agreement  and the
term of this  agreement come to an end on the last day of the month in which the
notice is mailed,  with the same force and effect as is that day were originally
set forth as the termination  date. For the purposes of the agreement,  employee
shall be deemed to have become  permanently  disabled if, during any year of the
term of this agreement, because of ill health, physical or mental disability, or
for other causes beyond his control,  he shall have been continuously  unable or
unwilling  or have failed to perform his duties  under this  contract for thirty
(30) consecutive days or if , during any year of the term of this agreement,  he
shall have been unable or  unwilling  or have failed to perform his duties for a
total period of sixty (60) days, either  consecutive of not. For the purposes of
this agreement, the term "any year of the term of this agree ment" is defined to
mean any period of twelve (12) calendar  months  commencing on the eighth day of
October and  terminating  on the last day of September,  of the  following  year
during the term of this agreement.

SECTION TEN: Employee shall devote all his time, attention, knowledge, and skill
solely and  exclusively  to the business and interest of employer,  and employer
shall be entitled to all of the benefits,  emoluments  profits,  or other issues
arising  from or incident to any and all work,  services and advice of employee,
and employee expressly agrees that during the term of this agreement he will not
be interested,  directly or indirectly, in any form, fashion manner, as partner,
officer,  director,  stockholder,  advisor,  employee,  or in any other  form or
capacity  in any other  business  similar to  employer's  business or any allied












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trade;  provide,  however,  that nothing shall be deemed to prevent or limit the
right of  employee  to  invest  any of his funds in the  capital  stock or other
securities of any  corporation  whose stock or securities  are publicly owned or
are regularly  traded on any public  exchange,  nor shall  anything be deemed to
prevent employee from investing or limit employee's right to invest his funds in
real estate.

SECTION ELEVEN:  Employee  further  specifically  agrees that he will not at any
time, in any manner,  either directly or indirectly,  communicate to any person,
form,  or  corporation  any  information  of any  kind  concerning  any  matters
affecting or relating to the business of employer,  including,  without limiting
the generality of the foregoing,  the names of any of its customers,  the prices
it obtains or has obtained or at which it sells or has sold its products, or any
other information of, about, or concerning the business of employer,  its manner
of  operation,  its  plans,  processes,  or other date of any kind,  nature,  or
description  without regard to whether any or all of the foregoing matters would
be deemed confidential,  material, or important, the parties stipulating that as
between them, the matters are important  material and  confidential  and gravely
affect the effective and successful conduct of the business of the employer, and
its good-will,  and that any breach of the terms of this paragraph is a material
breach of this agreement.

SECTION   TWELVE:   Anything   contained  in  this  agreement  to  the  contrary
notwithstanding,  it is understood  and agreed that employee  shall not have the
right to make any contracts or commitments for or on behalf of employer  without
the written consent of employer.

SECTION THIRTEEN:  This written agreement contains the sole and entire agreement
between the parties and shall supersede any and all other agreements between the
parties.  The parties  acknowledge  and agree that  neither of them has made any
representation  with  respect to the  subject  matter of this  agreement  or any
representations  inducing its execution and delivery except such representations
as are specifically  set forth in this writing and the parties  acknowledge that
they have had the  opportunity to have legal counsel of their choice review this
agreement prior to entering into the same.

SECTION FOURTEEN:  It is agreed that no waiver or modification of this agreement
or of any  covenant,  condition,  or  limitation  contained in it shall be valid
unless it is in writing and duly  executed  by the party to be charged  with it,
and that no evidence of any waiver or modification  shall be offered or received
in evidence in any proceeding,  arbitration,  or litigation  between the parties












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arising out of or affecting this agreement,  or the rights or obligations of any
party under it, unless such waiver or modification is in writing,  duly executed
as above.  The parties agree that the  provisions  of this  paragraph may not be
waived except by a duly executed writing.

SECTION FIFTEEN:  The parties agree that it is their intention and covenant that
this  agreement  and  performance  under  it and  all  suits  relating  to it be
construed in accordance  with and under and pursuant to the laws of the State of
Florida, with venue in Broward County.

SECTION SIXTEEN:  This agreement shall be binding on and inure to the benefit of
the respective  parties and their  executors,  administrators,  heirs,  personal
representatives, successors and assigns.

SECTION SEVENTEEN:  Severability.  Should any portion of this agreement be found
to be  unenforceable  at law, the remaining  provisions of this agreement are to
remain in full force and effect.

NOTICE REQUIREMENTS SENT TO:



By:  s/ Andrew Smith           / Date:  10/30/97
   ----------------------------         --------


By:  s/David Bawarsky          / Date:  10/30/97
   ----------------------------         --------
























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