Exhibit 10.25

                              EMPLOYMENT AGREEMENT


         AGREEMENT,  dated as of August 18, 2000, between Exigent International,
Inc., a Delaware  corporation (the  "Company"),  and the individual set forth on
Exhibit A hereto (the "Executive").

         In  consideration  of the premises  and the  respective  covenants  and
agreements of the parties  herein  contained,  and intending to be legally bound
hereby, the parties agree as follows:

1.       Employment.The Executive and the Company hereby agree that, the Company
         shall employ the Executive and the Executive shall serve the Company on
         the terms set forth herein.

2.       Term of Employment.

     (a) Initial Term. The term of this Agreement (the "Employment Period"), and
     they Executive's  employment with the Company hereunder,  shall commence on
     the date set  forth on  Exhibit A (the  "Commencement  Date")  and,  unless
     earlier  terminated in accordance  with the terms  hereof,  shall  continue
     until the third anniversary of the Commencement Date.

     (b) Extended Term.  This Agreement  shall be renewed  automatically  for an
     additional one-year period on the expiration of the initial three-year term
     and on each subsequent one-year anniversary date unless the Company's Chief
     Executive Officer notifies  Executive in writing or Executive  notifies the
     Company's  Chief  Executive  Officer or Board of  Directors in writing that
     such renewal shall not take place. Said notice shall be given not less than
     ninety (90) days prior to any such anniversary date.

In the  event of any  extension  of the  Agreement  for one or more  consecutive
one-year  terms,  the terms of this  Agreement  shall be deemed to  continue  in
effect  for the term of such  extension.  The  initial  three-year  term and any
extended  employment  term will be  collectively  referred to as the "Employment
Period," unless otherwise specified by the Company's Chief Executive Officer.

3.       Terms of Employment.

(a)      Position and Duties.

(i) During the Employment  Period, (a) the Executive shall serve in the position
set  forth on  Exhibit  A, with the  traditional  duties,  responsibilities  and
authority  of such office in companies  similar in size to the Company;  and (b)
the  Executive's  services  shall be performed  principally  at the location set
forth on Exhibit A.

(ii) During the  Employment  Period,  and  excluding any periods of vacation and
sick leave to which the Executive is entitled,  the  Executive  agrees to devote
full attention and time during normal business hours to the business and affairs
of the Company and, to the extent  necessary to discharge  the  responsibilities
assigned to the Executive  hereunder,  to use the  Executive's  reasonable  best
efforts to perform faithfully and efficiently such responsibilities.  During the
Employment  Period  it  shall  not be a  violation  of  this  Agreement  for the
Executive to (A) serve on corporate,  civic or charitable  boards or committees,
(B) deliver  lectures or fulfill  speaking  engagements  and (C) manage personal
investments,  so long as such activities do not significantly interfere with the
performance of the Executive's responsibilities as an employee of the Company in
accordance  with this Agreement.  It is expressly  understood and agreed that to
the extent that any such  activities  have been conducted by the Executive prior
to the  Commencement  Date,  the continued  conduct of such  activities  (or the
conduct of  activities  similar in nature and scope  thereto)  subsequent to the
Commencement  Date  shall  not  thereafter  be  deemed  to  interfere  with  the
performance of the Executive's responsibilities to the Company.
<PAGE>

(b)      Compensation.

     (i) Base Salary.  During the Employment Period, the Executive shall receive
     an annual base salary, including any applicable car allowance ("Annual Base
     Salary"),  which shall be paid in  accordance  with the  Company's  regular
     periodic  payroll cycle,  at the annual rate set forth on Exhibit A. During
     the  Employment  Period,  the Annual Base Salary shall be reviewed at least
     annually.  Annual Base Salary shall not be reduced  after any such increase
     and the term Annual Base Salary as utilized in this  Agreement  shall refer
     to Annual Base Salary as so increased.

     (ii)  Incentive  Compensation.  For each  fiscal  year  ending  during  the
     EmploymentPeriod,  the Executive  shall be entitled to  participate  in the
     Company's Annual Executive  Incentive Plan (or any successor plan) based on
     the percentage set forth on Exhibit A ("Incentive Compensation").

     (iii) Savings and  Retirement  Plans.  During the  Employment  Period,  the
     Executive  shall be entitled to  participate  in all savings and retirement
     plans,  practices,  policies and programs,  if any, applicable generally to
     other peer Executives of the Company.

     (iv) Welfare  Benefit Plans.  During the Employment  Period,  the Executive
     and/or the  Executive's  family,  as the case may be, shall be eligible for
     participation  in and shall  receive all  benefits  under  welfare  benefit
     plans, practices,  policies and programs provided by the Company (including
     without limitation,  medical,  prescription,  dental, disability,  employee
     life, group life,  split-dollar life,  accidental death and travel accident
     insurance plans and programs) to the extent  applicable  generally to other
     peer  executives  of the Company;  provided,  however,  that the  Executive
     acknowledges  that he will not be  entitled to receive  benefits  under any
     severance  plan,  program  or policy of the  Company  if the  Executive  is
     entitled  to  and  receives   those  benefits  under  this  Agreement  upon
     termination of his employment hereunder.

     (v) Expenses. During the Employment Period, the Executive shall be entitled
     to receive prompt reimbursement for all reasonable expenses incurred by the
     Executive  in  accordance  with the policies of the Company  applicable  to
     other peer executives of the Company.

     (vi) Fringe Benefits.  During the Employment Period, the Executive shall be
     entitled to fringe benefits, in accordance with the policies of the Company
     applicable to other peer executives of the Company, plus those benefits set
     forth on Exhibit A.

     (vii) Office and Support Staff. During the Employment Period, the Executive
     shall be  entitled  to an office or offices of a size and with  furnishings
     and other appointments,  and to secretarial and other assistance,  at least
     equal to those generally provided to other peer executives of the Company.

     (viii)  Vacation.  During the  Employment  Period,  the Executive  shall be
     entitled to paid  vacation in  accordance  with the policies of the Company
     with respect to other peer executives of the Company.

     (c) Other  Terms.  Any other  term or  condition  relating  to  Executive's
     employment to be incorporated  into this Agreement shall be as set forth on
     Exhibit A.

(d)  Prior  Employment  Agreement.  The  Executive  acknowledges  and  agrees by
     entering into this Agreement that  effective as of the  Commencement  Date,
     the  employment  agreement  between the  Executive  and Company dated as of
     December  17,  1998  shall  automatically  terminate  without  any  further
     obligations of the Company to the Executive thereunder.
<PAGE>

         4.       Termination of Employment.

                  (a) Death or  Disability.  The  Executive's  employment  shall
terminate automatically upon the Executive's death during the Employment Period.
If the Company determines in good faith that the Disability of the Executive has
occurred during the Employment  Period (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with
Section 12(b) of this  Agreement of its  intention to terminate the  Executive's
employment.  In such event,  the  Executive's  employment with the Company shall
terminate  effective  on the  30th  day  after  receipt  of such  notice  by the
Executive (the "Disability  Effective Date"),  provided that, within the 30 days
after  such  receipt,  the  Executive  shall  not  have  returned  to  full-time
performance  of  the  Executive's   duties.  For  purposes  of  this  Agreement,
"Disability" shall mean the absence of the Executive from the Executive's duties
with the  Company on a full time basis for 180  consecutive  business  days as a
result of incapacity due to mental or physical illness which is determined to be
total and  permanent by a physician  selected by the Company or its insurers and
acceptable to the Executive or the Executive's legal representative.

                  (b) Cause.  The Company,  acting through the  reasonable  good
faith   determination  of  its  Chief  Executive  Officer,   may  terminate  the
Executive's  employment  during the Employment Period for Cause. For purposes of
this Agreement,  "Cause" shall mean such a determination  by the Chief Executive
Officer finding:

(i)  the willful and continued failure of the Executive to perform substantially
     the  Executive's  duties with the Company or one of its  affiliates  (other
     than any such failure  resulting form  incapacity due to physical or mental
     illness),  after a written  demand  for  substantial  performance  has been
     delivered to the  Executive by the Chief  Executive  Officer of the Company
     which  specifically  identifies  the  manner in which  the Chief  Executive
     Officer  believes that the Executive  has not  substantially  performed the
     Executive's duties, or

(ii) the  willful  engaging  by  the  Executive  in  illegal  conduct  or  gross
     misconduct which is materially and demonstrably injurious to the Company.

For  purposes  of this  provision,  the good  faith  determination  of the Chief
Executive Officer shall be conclusive.

     (c) Good  Reason.  The  Executive's  employment  may be  terminated  by the
     Executive for Good Reason after a Change in Control.

(i)  For purposes of this Agreement, during the period commencing on a Change in
     Control and ending on the close of business on the first  anniversary  of a
     Change in Control, "Good Reason" shall mean:

     A. any  failure by the  Company  to comply  with any of the  provisions  of
Section  3(b) of this  Agreement,  other  than an  isolated,  insubstantial  and
inadvertent  failure  not  occurring  in bad faith and which is  remedied by the
Company promptly after receipt of notice thereof given by the Executive;

     B. the  Company's  requiring  the  Executive  to be based at any  office or
location other than as provided in Section 3(a)(I)(B) hereof;

     C. any purported  termination by the Company of the Executive's  employment
otherwise than as expressly permitted by this Agreement; or

     D. any failure by the Company to comply with and satisfy  Section  10(c) of
this Agreement.
<PAGE>

     E. the  assignment  to the  Executive  of any  duties  inconsistent  in any
respect with the Executive's  position  (including status,  offices,  titles and
reporting  requirements),  authority,  duties or  responsibilities  with Company
immediately  prior to the time at which a Change  in  Control  occurred,  or any
other action by the Company or its  successor  which  results in a diminution of
such position, authority, duties or responsibilities, excluding for this purpose
an isolated,  insubstantial  and  inadvertent  action not taken in bad faith and
which is remedied  by the Company or its  successor  promptly  after  receipt of
notice thereof given by the Executive.

(ii) Change in Control. For purposes of this Agreement, a "Change in Control"
shall mean the occurrence of any of the following events:

     A. The acquisition by any  individual,  entity or group (within the meaning
of Section  13(d)(3) or  14(d)(2) of the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange Act")) (collectively, a "person") of Beneficial Ownership
(as such term is defined  in Rule 13d-3  promulgated  under the  Exchange  Act),
directly or indirectly,  of fifty (50%) percent or more of the then  outstanding
shares of common stock of the Company  (collectively,  the  "Outstanding  Common
Stock"); provided,  however, that the following shall not constitute a Change in
Control:

(1)  Any acquisition of the Outstanding Common Stock directly from the Company;

(2)  Any  acquisition  by the  Underwriter  (as such term is  defined in Section
     2(11) of the  Securities Act of 1933, as amended) for the purpose of making
     a public offering;

(3)  Any  acquisition by the Company,  whether or not the fifty (50%)  threshold
     set forth above is exceeded in such acquisition; or

(4)  Any acquisition by an employee benefit plan (or related trust) sponsored or
     maintained by the Company or any corporation controlled by the Company.

     B.  Approval by the  shareholders  of the Company of (x) a  reorganization,
merger or consolidation  with respect to which persons who were the shareholders
of the Company immediately prior to such reorganization, merger or consolidation
do not, immediately  thereafter,  own more than 50% of the combined voting power
entitled to vote  generally in the  election of  directors  of the  reorganized,
merged or consolidated company's then outstanding voting securities,  or (y) the
sale of all or  substantially  all of the  assets  of the  Company,  unless  the
approved   reorganization,   merger,   consolidation  or  sale  is  subsequently
abandoned;

     C. A change  in a  majority  of the  Company's  Board of  Directors  of the
Company  during any  24-month  period  without  the  approval  of a majority  of
directors in office at the beginning of such period.

For purposes of this Section 4(c), any good faith determination of "Good Reason"
made by the Executive shall be conclusive.

                  (d) Notice of Termination.  Any termination by the Company for
Cause,  or by the Executive for Good Reason,  shall be communicated by Notice of
Termination to the other party hereto given in accordance  with Section 12(b) of
this Agreement.  For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination  provision in this
Agreement relied upon, (ii) to the extent  applicable,  sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the  Executive's  employment  under the  provision so indicated and (iii) if the
Date of termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than thirty
days after the giving of such  notice).  The  failure  by the  Executive  or the
Company to set forth in the Notice of Termination any fact or circumstance which
contributes  to a showing of Good  Reason or Cause  shall not waive any right of
the Executive or the Company, respectively,  hereunder or preclude the Executive
or the  Company,  respectively,  form  asserting  such fact or  circumstance  in
enforcing the Executive's or the Company's rights hereunder.
<PAGE>

                  (e) Date of Termination.  "Date of  Termination"  means (i) if
the  Executive's  employment is  terminated by the Company for Cause,  or by the
Executive for Good Reason,  the date of receipt of the Notice of  Termination or
any later date specified  therein,  as the case may be, (ii) if the  Executive's
employment is terminated by the Company other than for Cause or Disability,  the
Date of  Termination  shall  be the  date on  which  the  Company  notifies  the
Executive  of such  termination  and  (iii)  if the  Executive's  employment  is
terminated by reason of death or Disability,  the Date of  Termination  shall be
the date of death of the Executive or the Disability Effective Date, as the case
may be.

     5.   Obligations of the Company upon  Termination.  (a) Good Reason:  Other
          Than for Cause, Death or Disability. If, during the Employment Period,
          the Company shall terminate the Executive's  employment other than for
          Cause, death or Disability or the Executive shall terminate employment
          for Good Reason:

     (i)  the Company  shall pay to the  Executive in cash the  aggregate of the
          following amounts:

     A.   the sum of (1) the Executive's  Annual Base Salary through the Date of
          Termination   to  the  extent  not   theretofore   paid  and  (2)  any
          compensation  previously  deferred by the Executive (together with any
          accrued interest or earnings thereon) and any accrued vacation pay, in
          each case to the extent not  theretofore  paid (the sum of the amounts
          described in clauses (1) and (2) shall be  hereinafter  referred to as
          the "Accrued Obligations"), and

     B.   the amount set forth on Exhibit A under the heading  Severance Payment
          (the "Severance Payment");

     C.   Such payments shall be, in the Company's sole discretion,  either in a
          lump sum within 30 days after the Date of  Termination  or pursuant to
          approximately  equal monthly  installments  commencing  within 30 days
          after the Date of  Termination.  (ii) at the end of the fiscal year in
          which termination occurs, the Company shall pay to the Executive a pro
          rata portion of Executive's Incentive  Compensation,  if any, for such
          year,  based on the number of days the  Executive  is employed in that
          fiscal year (the "Termination Incentive Compensation");

     (iii)for eighteen  months after the  Executive's  Date of  Termination,  or
          such  longer  period  as may be  provided  by law or the  terms of the
          appropriate plan,  program,  practice or policy, the Company shall pay
          the  Executive  monthly an amount in cash  equivalent to the Company's
          cost to provide  benefits  to the  Executive  and/or  the  Executive's
          family  equal to those  which  would  have  been  provided  to them in
          accordance with the plans, programs,  practices and policies described
          in Section 3(b)(iv) of this Agreement;  provided, however, that if the
          Executive becomes re-employed with another employer and is eligible to
          receive   medical   or   other   welfare    benefits   under   another
          employer-provided   plan,  the  medical  and  other  welfare  benefits
          described herein shall be secondary to those provided under such other
          plan during such applicable period of eligibility.
<PAGE>

     (iv) the  Company  shall,  at its sole  expense as  incurred,  provide  the
          Executive with out placement services, the scope and provider of which
          shall be selected by the Executive and approved by the Company,  which
          approval shall not be unreasonably withheld; and

     (v)  to the extent not  theretofore  paid or  provided,  the Company  shall
          timely pay or provide to the  Executive  any other amounts or benefits
          required to be paid or provided or which the  Executive is eligible to
          receive  under any plan,  program,  policy or  practice or contract or
          agreement of the Company  other than a severance  plan or policy (such
          other  amounts and benefits  shall be  hereinafter  referred to as the
          "Other Benefits").

     (vi) the benefits set forth in Sections (i)(B),  (ii),  (iii), (iv) and (v)
          above are in exchange  for  Employee's  execution  of a release of all
          claims as of the termination  date, in substantially the form attached
          to this Agreement as Exhibit "B".

                  (b) Death.  If the  Executive's  employment  is  terminated by
reason of the  Executive's  death during the Employment  Period,  this Agreement
shall   terminate   without  further   obligation  to  the   Executive's   legal
representatives  under  this  Agreement,  other  than  for  payment  of  Accrued
Obligations,   the  Death/Disability   Payment  set  forth  on  Exhibit  A,  the
Termination Incentive  Compensation and the timely payment or provision of Other
Benefits.  Accrued Obligations and the Death/Disability Payment shall be paid to
the  Executive's  estate or beneficiary,  as applicable,  in accordance with the
provisions of Section  5(a)(i)C.  hereof.  Payment of the Termination  Incentive
Compensation,  shall  be made in  accordance  with  the  provisions  of  Section
5(a)(ii)  hereof.  With  respect to the  provision of Other  Benefits,  the term
"Other  Benefits"  as  utilized  in this  Section  5(b) shall  include,  without
limitation, and the Executive's estate and/or beneficiaries shall be entitled to
receive,  benefits at least equal to the most favorable benefits provided by the
Company and its affiliated  companies to the estates and  beneficiaries  of peer
executives under such plans, programs,  practices and policies relating to death
benefits,  if any, as in effect with respect to other peer  executives and their
beneficiaries.

                  (c) Disability. If the Executive's employment is terminated by
reason  of  the  Executive's  Disability  during  the  Employment  Period,  this
Agreement shall terminate  without  further  obligation to the Executive,  other
than for  payment of Accrued  Obligations,  the  Death/Disability  Payment,  the
Termination Incentive  Compensation and the timely payment or provision of Other
Benefits. Accrued Obligations and the Death/Disability Payment and shall be paid
to the Executive in accordance with the provisions of Section 5(a)(i)C.  hereof.
Payment of the Termination  Incentive  Compensation  shall be made in accordance
with the provisions of Section 5(a)(ii) hereof. With respect to the provision of
Other Benefits, the term "Other Benefits" as utilized in this Section 5(c) shall
include, and the Executive shall be entitled after the Disability Effective Date
to receive,  disability  and other benefits at least equal to the most favorable
of those  generally  provided  by the Company and its  affiliated  companies  to
disabled  executives  and/or  their  families  in  accordance  with such  plans,
programs,  practices and policies  relating to disability,  if any, as in effect
generally with respect to other peer executives and their families.
<PAGE>

                  (d) Cause:  Other  than for Good  Reason.  If the  Executive's
employment  shall be terminated  for Cause during the  Employment  Period,  this
Agreement  shall terminate  without  further  obligations to the Executive other
than the payment of Accrued  Obligations  and the provision of Other Benefits in
each  case  to the  extent  theretofore  unpaid.  If the  Executive  voluntarily
terminates employment during the Employment Period,  excluding a termination for
Good Reason,  this Agreement shall terminate without further  obligations to the
Executive,  other  than  for  Accrued  Obligations  and the  timely  payment  or
provision of Other Benefits. In such case, all Accrued Obligations shall be paid
to  the  Executive  in a lump  sum in  cash  within  30  days  of  the  Date  of
Termination.

         6. Nonexclusivity of Rights. Nothing in this Agreement shall prevent or
limit the Executive's  continuing or future  participation in any plan, program,
policy or practice  provided by the Company for which the Executive may qualify,
nor,  subject to Section 12(f),  shall anything herein limit or otherwise affect
such rights as the Executive  may have under any contract or agreement  with the
Company.  Amounts which are vested  benefits or which the Executive is otherwise
entitled  to  receive  under any plan,  policy,  practice  or  program of or any
contract or agreement with the Company or any of its affiliated  companies at or
subsequent to the Date of Termination  shall be payable in accordance  with such
plan, policy,  practice or program or contract or agreement except as explicitly
modified by this Agreement.

         7. Full  Settlement.  The  Company's  obligation  to make the  payments
provided  for in  this  Agreement  and  otherwise  to  perform  its  obligations
hereunder  shall  not be  affected  by any  set-off,  counterclaim,  recoupment,
defense or other  claim,  right or action which the Company may have against the
Executive or others.  In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts  payable
to the Executive  under any of the provisions of this Agreement and such amounts
shall not be reduced whether or not the Executive obtains other employment.  The
Company agrees to pay as incurred,  to the fullest extent  permitted by law, all
legal fees and expenses which the Executive may reasonably  incur as a result of
any contest (regardless of the outcome thereof) by the Company, the Executive or
others of the validity or  enforceability  of, or liability under, any provision
of this Agreement or any guarantee of performance thereof (including as a result
of any contest by the Executive about the amount of any payment pursuant to this
Agreement),  plus in each case interest on any delayed payment at the applicable
Federal rate provided for in Section  7872(f)(2)(a) of the Internal Revenue code
of 1986, as amended (the "Code").
<PAGE>

         8. Certain  Additional  Payments by the  Company.  (a) Anything in this
Agreement to the contrary  notwithstanding and except as set forth below, in the
event it shall be determined  that any payment or distribution by the Company to
or for the benefit of the Executive  (whether paid or payable or  distributed or
distributable  pursuant  to the  terms  of  this  agreement  or  otherwise,  but
determined without regard to any additional payments required under this Section
8) (a  "Payment")  would be subject to the excise tax imposed by Section 4999 of
the Code or any interest or penalties are incurred by the Executive with respect
to such  excise  tax (such  excise  tax,  together  with any such  interest  and
penalties,  are hereinafter  collectively referred to as the "Excise Tax"), then
the Executive  shall be entitled to receive an  additional  payment (a "Gross-Up
Payment")  in an amount such that after  payment by the  Executive  of all taxes
(including  any  interest or  penalties  imposed  with  respect to such  taxes),
including without  limitation,  any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the Gross-Up  Payment,
the Executive  retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the  Payments.  Notwithstanding  the  foregoing  provisions of this
Section  8(a),  if it shall be  determined  that the  Executive is entitled to a
Gross-Up Payment, but that the Executive, after taking into account the Payments
and the Gross-Up Payment,  would not receive a net after-tax benefit of at least
$50,000  (taking  into account both income taxes and any Excise Tax) as compared
to the net after-tax proceeds to the Executive  resulting from an elimination of
the Gross-Up  Payment and a reduction of the Payments,  in the aggregate,  to an
amount (the "Reduced  Amount") such that the receipt of Payments  would not give
rise to any Excise Tax, then no Gross-Up  Payment shall be made to the Executive
and the Payments, in the aggregate, shall be reduced to the Reduced Amount.

                  (b)  Subject  to  the   provisions   of  Section   8(c),   all
determinations  required to be made under this Section 8, including  whether and
when a gross-Up  Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination,  shall be made
by Ernst & Young, LLP or such other certified  public  accounting firm as may be
designated by the Executive (the "Accounting Firm") which shall provide detailed
supporting calculations both to the Company and the Executive within 15 business
days of the receipt of notice from the Executive  that there has been a Payment,
or such  earlier  time as is  requested  by the  Company.  In the event that the
Accounting Firm is serving as accountant or auditor for the  individual,  entity
or group  effecting the Change of Control,  the Executive  shall appoint another
nationally  recognized  accounting  firm to  make  the  determinations  required
hereunder  (which  accounting  firm shall then be referred to as the  Accounting
Firm  hereunder).  All fees and expenses of the Accounting  Firms shall be borne
solely by the Company.  Any Gross-Up  Payment,  as  determined  pursuant to this
Section 8, shall be paid by the Company to the Executive within five days of the
receipt  of  the  Accounting  Firm's  determination.  Any  determination  by the
Accounting  Firms  shall be binding  upon the Company  and the  Executive.  As a
result of the  uncertainty in the application of Section 4999 of the Code at the
time of the  initial  determination  by the  Accounting  Firm  hereunder,  it is
possible  that  Gross-Up  Payments  which will not have been made by the Company
should  have  been  made  ("Underpayment"),  consistent  with  the  calculations
required  to be made  hereunder.  In the event  that the  Company  exhausts  its
remedies  pursuant to Section 8(c) and the  Executive  thereafter is required to
make a payment of any Excise  Tax,  the  Accounting  Firms shall  determine  the
amount of the Underpayment that has occurred and any such Underpayment  shall be
promptly paid by the Company to or for the benefit of the Executive.
<PAGE>

                  (c) the  Executive  shall notify the Company in writing of any
claim by the Internal  Revenue  Service that, if  successful,  would require the
payment by the Company of the Gross-Up Payment. Such notification shall be given
as soon as  practicable  but no later than ten business days after the Executive
is informed in writing of such claim and shall apprise the Company of the nature
of such  claim and the date on which  such claim is  requested  to be paid.  The
Executive  shall not pay such claim prior to the expiration of the 30-day period
following the date on which the  Executive  gives such notice to the Company (or
such shorter period ending on the date that any payment of taxes with respect to
such claim is due).  If the Company  notifies the  Executive in writing prior to
the  expiration  of such  period  that it  desires to contest  such  claim,  the
Executive shall:

     (i)  give the Company any information  reasonably  requested by the Company
          relating to such claim,

     (ii) take such  action in  connection  with  contesting  such  claim as the
          Company  shall  reasonably  request  in  writing  form  time to  time,
          including,  without  limitation,  accepting legal  representation with
          respect  to such  claim  by an  attorney  reasonably  selected  by the
          Company,

     (iii)cooperate  with the  Company  in good  faith in order  effectively  to
          contest such claim, and

     (iv) permit the Company to participate in any proceedings  relating to such
          claim;

provided,  however,  that the Company  shall bear and pay directly all costs and
expenses  (including  additional  interest and penalties) incurred in connection
with such contest and shall  indemnify  and hold the Executive  harmless,  on an
after-tax  basis,  for any  Excise  Tax or income tax  (including  interest  and
penalties with respect thereto) imposed as a result of such  representation  and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 8(c), the Company shall control all proceedings taken in connection
with such  contest  and,  at its sole  option,  may  pursue or forgo any and all
administrative  appeals,  proceedings,  hearings and conferences with the taxing
authority  in respect of such claim and may, at its sole option,  either  direct
the  Executive  to pay the tax  claimed  and sue for a refund or to contest  the
claim in any  permissible  manner,  and the Executive  agrees to prosecute  such
contest to a determination  before any  administrative  tribunal,  in a court of
initial  jurisdiction and in one or more appellate  courts, as the Company shall
determine;  provided,  however, that if the Company directs the Executive to pay
such claim and sue for a refund,  the Company  shall  advance the amount of such
payment to the Executive, on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including  interest or penalties with respect  thereto) imposed with respect to
such advance or with respect to any inputed income with respect to such advance;
and further  provided that any extension of the statute of limitations  relating
to payment of taxes for the taxable year of the Executive  with respect to which
such  contested  amount is claimed to be due is limited solely to such contested
amount.  Furthermore,  the Company's  control of the contest shall be limited to
issues with respect to which a Gross Up Payment  would be payable  hereunder and
the  Executive  shall be entitled to settle or contest,  as the case may be, any
other  issue  raised  by  the  Internal  Revenue  Service  or any  other  taxing
authority.
<PAGE>

                  (d) If, after the receipt by  Executive of an amount  advanced
by the Company  pursuant to Section  8(c),  the  Executive  becomes  entitled to
receive any refund with respect to such claim,  the Executive  shall (subject to
the Company's  complying with the  requirements of Section 8(c)) promptly pay to
the  Company  the amount of such  refund  (together  with any  interest  paid or
credited thereon after taxes applicable  thereto).  If, after the receipt by the
Executive  of an amount  advanced by the Company  pursuant  to Section  8(c),  a
determination  is made that the  Executive  shall not be  entitled to any refund
with  respect to such claim and the  Company  does not notify the  Executive  in
writing of its intent to contest such denial of refund  prior to the  expiration
of 30 days after such  determination,  then such  advance  shall be forgiven and
shall not be required to be repaid and the amount of such advance  shall offset,
to the extent thereof, the amount of Gross-Up Payment required to be paid.

         9.  Confidential  Information.  The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential  information,
knowledge or data  relating to the Company or any of its  affiliated  companies,
and their respective businesses, which shall have been obtained by the Executive
during  the  Executive's  employment  by the  Company  or any of its  affiliated
companies and which shall not be or become public  knowledge (other than by acts
by the  Executive  or  representatives  of the  Executive  in  violation of this
Agreement).  Executive  acknowledges the critical importance of the confidential
information  to  the  Company's   business   operations  and  plans.   Executive
acknowledges  that  unauthorized  disclosure  or  use of  any  the  confidential
information (in particular trade secrets and technical proprietary  information)
would  cause  significant  and  irreparable  damage  to the  Company  and  would
jeopardize the Company's business and financial condition.  After termination of
the Executive's  employment with the Company,  the Executive shall not,  without
the prior written  consent of the Company or as may otherwise be required by law
or legal process, communicate or divulge any such information, knowledge or data
to anyone other than the Company and those  designated  by it. In no event shall
an asserted violation of the provisions of this Section 9 constitute a basis for
deferring or withholding  any amounts  otherwise  payable to the Executive under
this Agreement.

10.      Successors.

     (a)  This  Agreement  is  personal to the  Executive  and without the prior
          written  consent  of  the  Company  shall  not  be  assignable  by the
          Executive   otherwise  than  by  will  or  the  laws  of  descent  and
          distribution.  This  Agreement  shall  inure to the  benefit of and be
          enforceable by the Executive's legal representatives.

     (b)  This  Agreement  shall inure to the benefit of and be binding upon the
          Company and its successors and assigns.
<PAGE>

     (c)  The Company will require any successor (whether direct or indirect, by
          purchase, merger,  consolidation or otherwise) to all or substantially
          all of the business  and/or assets of the Company to assume  expressly
          and agree to perform this Agreement in the same manner and to the same
          extent  that the  Company  would be  required to perform it if no such
          succession had taken place. As used in this Agreement, "Company" shall
          mean the  Company as  hereinbefore  defined and any  successor  to its
          business  and/or  assets as  aforesaid  which  assumes  and  agrees to
          perform this Agreement by operation of law, or otherwise.

11.      Non-Competition.

     (a)  For all periods  beginning on the date hereof and ending one year from
          the date of termination of his or her employment  with the Company and
          its affiliated  companies,  Executive shall not directly or indirectly
          as owner,  partner,  joint venturer,  stockholder,  employee,  broker,
          agent, principal,  trustee, corporate officer, director,  licenser, or
          in any capacity  whatsoever engage in, become  financially  interested
          in, be employed by or have any connection with, any business in direct
          competition  with the Company which  supplies  substantially  the same
          services or products as the Company to similar  customers in any state
          or country  (other than the United States) where the Company or any of
          its affiliated companies is then engaged in such sales or services and
          has a legitimate  business  interest in justifying  this  restriction;
          provided,  however,  that the Executive may own any  securities of any
          corporation  which is engaged in such  business and is publicly  owned
          and traded but in an amount not to exceed at any one time five percent
          of any class of stock or securities of such corporation.

     (b)  The  Executive  agrees  that  for a  period  of  two  years  following
          termination  of  employment   with  the  Company  and  its  affiliated
          companies,  he or she  will not  solicit  or in any  manner  encourage
          employees  of the Company and its  affiliated  companies  to leave its
          employ. The Executive further agrees that during such period he or she
          will not offer or cause to be offered  employment to any person who is
          employed  by the  Company  and its  affiliated  companies  at any time
          during  the  six  months  prior  to  the  termination  of  his  or her
          employment with the Company and its affiliated companies.

     (c)  The  Executive  agrees  that  for a  period  of  two  years  following
          termination  of  employment   with  the  Company  and  its  affiliated
          companies,  he or she will  not  directly  or  indirectly  induce,  or
          attempt to induce, any of the customers or suppliers of the Company to
          terminate their relationship with the Company.
<PAGE>

     (d)  The parties agree that failure to comply with  subparagraphs  (a), (b)
          and  (c) of  this  Section  11  cannot  be  reasonably  or  adequately
          compensated  in  damages  in an  action  at law and  breach  of  these
          provisions will cause the Company  irreparable damage.  Therefore,  in
          addition to the other remedies which may be available to it, in law or
          in equity,  the Company shall be entitled to injunctive relief without
          bond or other security with respect to the breach of this Section 11.

     (e)  If, in any judicial proceedings a court shall refuse to enforce any of
          the other  separate  covenants set forth in this Section 11, then such
          unenforceable  covenant  shall be  amended  to relate  to such  lesser
          period or  geographical  areas as shall be  enforceable  or, if deemed
          appropriate by such court, deemed eliminated from these provisions for
          the purpose of those proceedings to the extent necessary to permit the
          remaining separate covenants to be enforced.

     (f)  The Company and Executive  acknowledge and agree that by entering into
          this  Agreement  that  effective  as of  the  Commencement  Date,  the
          non-compete  agreement  between the Company and Executive  dated as of
          December 17, 1998 shall  automatically  terminate  without any further
          action by either party.

As used in this Agreement,  the term  "affiliated  companies"  shall include any
company controlled by, controlling or under common control with the Company.

12.      Miscellaneous.

     (a)  This Agreement  shall be governed by and construed in accordance  with
          the laws of the State of Florida,  without  reference to principals of
          conflict of laws.  The captions of this  Agreement are not part of the
          provisions  hereof and shall have no force or effect.  This  Agreement
          may not be amended or modified  otherwise than by a written  agreement
          executed  by the parties  hereto or their  respective  successors  and
          legal representatives.

     (b)  All notices and other communications hereunder shall be in writing and
          shall be given by hand delivery to the other party or by registered or
          certified mail, return receipt requested,  postage prepaid,  addressed
          as follows:

         If to the Executive:

         The address set forth on Exhibit A.

         If to the Company:

         Exigent International, Inc.
         1830 Penn Street
         Melbourne, Florida  32901
         Attn:  Corporate Secretary

or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notice and  communications  shall be effective
when actually received by the addressee.
<PAGE>

                  (c) The  invalidity  or  unenforceability  of any provision of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision of this Agreement. In addition, if any one or more terms of Section 11
of this  Agreement  shall for any  reason be held to be  excessively  broad with
regard to time,  duration,  geographic  scope or  activity  that  term  shall be
construed in a manner to enable it to be enforced to the extent  compatible with
applicable law.

                  (d) The Company may withhold  from any amounts  payable  under
this Agreement such Federal,  state, local or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.

                  (e) The  Executive's  or the Company's  failure to insist upon
strict  compliance with any provision of this Agreement or the failure to assert
any right the Executive or the Company may have  hereunder,  including,  without
limitations  the right of the Executive to terminate  employment for Good Reason
pursuant to Section 4 (c) (i) - (v) of this Agreement, shall not be deemed to be
a waiver  of such  provision  or right or any other  provision  or right of this
Agreement.

                  IN  WITNESS  WHEREOF,  the  Executive  has  hereunto  set  the
Executive's hand and, pursuant to the authorization from its Board of Directors,
the Company has caused  these  present to be executed in its name on its behalf,
all as of the day and year first above written.


                      /s/ Sally H. Ball
                      --------------------------------------------------
                      Sally H. Ball



                      EXIGENT INTERNATIONAL, INC.


                      By:      /s/ B.R. Smedley
                         -----------------------------------------------

                      Its:     Chairman & CEO
                          ----------------------------------------------



<PAGE>


                                    EXHIBIT A

1.       Executive:  Sally H. Ball
2.       Commencement Date:  August 18, 2000
3.       Position:  Executive Vice President and Chief Financial Officer

4.       Principal Location of Employment*:  Melbourne, FL

5.       Annual Base Salary:  $125,000

6.       Incentive Compensation:  30%

7.       Fringe Benefits:  N/A

8.       Other  Terms and  Conditions:  Concurrent  with the  execution  of this
         Agreement by the Executive and the Company, the Company shall grant the
         Executive  120,000  stock  options  vesting  equally  over three  years
         beginning on the first  anniversary  of the Grant Date with an exercise
         price  of the  fair  market  value  on the  Grant  Date.  The  Terms of
         Expiration for said options are detailed in the Option  Agreement,  but
         shall not exceed 10 years from the grant date.

9.       Severance Payment**:  See Below

10.      Death/Disability Payment***:  See Below
11.      Executive's Address:  1224 Mira Vista Lane, Melbourne, FL 32940


                           /s/ Sally H. Ball
                           --------------------------------------------------
                           Sally H. Ball

                           EXIGENT INTERNATIONAL, INC.


                           By:      /s/ B.R. Smedley
                              -----------------------------------------------

                           Its:     Chairman & CEO
                               ----------------------------------------------
----------------------
* Shall mean the Executive's  current  location of employment  unless  otherwise
agreed to by the Executive.
** In the case of a Tier II Executive, 1.5x the sum of (a) the Executive's  Base
Salary  and (b) the cash equivalent portion  of highest  annual  incentive bonus
earned  by  the  Executive  during the five full fiscal years preceding the date
hereof ((a) and (b) together, the "Payment").
***      An amount equivalent to the Payment.