Exhibit 10.16


                              EMPLOYMENT AGREEMENT


This Employment Agreement (the "Agreement") is dated as of June 11, 1997 between
Exigent  International  Inc., a Delaware  Corporation (the "Company") and Don F.
Riordan, Jr. (the "Employee").

WHEREAS,  Company  has  determined  that it would be  desirable  and in the best
interests  of Company to continue to employ  Employee,  and  Employee  wishes to
continue his employment with Company.

NOW,  THEREFORE,  in  consideration  of  the  mutual  promises  of  the  parties
hereinafter  contained,  and for  other  good and  valuable  consideration,  the
receipt and adequacy of which is hereby acknowledged, Company and Employee agree
as follows:

1.   EMPLOYMENT.  Company  hereby  employs the Employee and the Employee  hereby
     accepts  employment  upon  the  terms  and  conditions  set  forth  in this
     Agreement.  Employee  will  serve as  Exigent  Chief  Financial  Officer of
     Company,  at  the  discretion  of the  Company's  Chief  Executive  Officer
     ("CEO").

2.   TERM.  Unless  sooner  terminated  as set  forth  herein,  the term of this
     Agreement  ("Term")  shall  begin on the  business  day this  Agreement  is
     executed  (the  "Commencement  Date"),  and end at  midnight  on the  third
     anniversary of the  commencement  date,  unless  extended.  The Term may be
     extended by mutual written  agreement of the Company and Employee  provided
     the  parties  shall  agree in  writing  at  least  three  months'  prior to
     expiration of the Term.

3.   COMPENSATION.

     (a)  For all services  rendered by the Employee under this  Agreement,  the
          Company  shall pay and  Employee  shall  accept  an  annual  salary of
          NINETY-TWO  THOUSAND and NO/100 DOLLARS  ($92,000) per annum or lesser
          amount,  on a pro rata  basis,  for any period  less than a full year.
          This compensation  shall be payable to Employee in equal  installments
          in  accordance  with the  Company's  normal pay periods,  and shall be
          subject to all appropriate withholding taxes.

          The  annual  salary  payable  to  Employee  will be  subject to upward
          adjustment as determined by Company's  management  and approved by the
          Board of Directors in the event that Company generates annual revenues
          equal to or greater than that specified in an approved three-year plan
          (the "Plan").

     (b)  In addition to the compensation provided for in Section 3(a), Employee
          shall be granted options to purchase up to 50,000 shares of the common
          stock,  $.01 par value per share, of Company (the "Common Stock"),  at
          an exercise  price of $2.25 per share or 110% of current  market value
          whichever is higher and on the terms and  conditions  described in the
          Incentive  Stock  Option  Agreement,  which  Employee  agrees to sign,
          attached  hereto  as  Exhibit  A  and  incorporated   herein  by  this
          reference.

     (c)  Provided that Employee has not been  terminated for due cause (as that
          term is defined  below in Section 8), in addition to the  compensation
          provided for in Section (3) (a) above, Company shall grant to Employee
          options to purchase an additional  46,000 shares of Common Stock at an
          exercise  price of $2.25 per  share or 110% of  current  market  value
          whichever is higher if Company  shall  receive on or prior to February
          1, 1998. (See annual Executive Incentive Plan), including

           (i)   earnings of at least $2.9  million or  prorated  in  accordance
                 with the approved Executive Incentive Plan for 1998; or

           (ii)  new funding for Company of at least $5,000,000,  including long
                 term  (at  least 5  years)  subordinated  debt or  equity  or a
                 combination of both.

          The Board of Directors may, in its sole discretion,  award part or all
          of the options to purchase  such 46,000 shares of Common Stock even if
          none of the foregoing  conditions are achieved on or prior to February
          1, 1998. If and to the extent any such options are awarded pursuant to
          this Section 3(c),  they shall be awarded on the terms and  conditions
          described in the form of the Incentive Stock Option Agreement,  except
          that the amount of Common Stock  subject  thereto shall be adjusted to
          reflect the amount to which Employee is then entitled.

     (d)  In addition to the compensation provided for in Sections 3(a), (b) and
          (c) hereof,  Employee  shall also be entitled to the following  during
          the Term of this Agreement:

           (i)   Four weeks paid  vacation  annually  initially  and  additional
                 vacation as appropriate in accordance with Company policy to be
                 adopted,  provided  that Employee will endeavor to schedule his
                 vacation to avoid conflicts with his duties  hereunder.  During
                 the term of his employment under the Agreement,  Employee shall
                 be  entitled  to the  holidays  and  sick  leave  afforded  and
                 permitted by Company to other employees;

           (ii)  at  Employee's  option,  group  medical  insurance  and  dental
                 insurance  of the kind and to the extent  offered  from time to
                 time during the Term of this  Agreement  to other  employees of
                 Company;

           (iii)long-term disability insurance,  providing for benefits equal to
                 66 2/3% of  Employee's  monthly  salary to a maximum  of $6,000
                 (Company  will  continue to pay  Employee's  full salary during
                 periods of short-term disability);

           (iv)  participation  in  Company's  401(k)  plan,  on such  terms and
                 conditions as such participation is made generally available to
                 all employees of Company;

           (v)   such  other   benefits,   such  as  pension,   profit  sharing,
                 insurance,  short-term  disability made generally  available by
                 Company, in its sole discretion, now or in the future to all of
                 its employees; and

           (vi)  such other benefits,  if any, which the Board of Directors,  in
                 its sole discretion, may make available to Employee.

4. DUTIES; AUTHORITY.

     (a)  During the Term,  Employee  shall  perform those  services  reasonably
          requested by his  immediate  manager and the CEO in a manner and to an
          extent  which  will  allow the  Company  to  benefit  from  Employee's
          experience  in and  knowledge  of the industry in which the Company is
          engaged  and as  specified  in  greater  detail in  Exhibit B attached
          hereto and  incorporated  herein by this  reference.  During the Term,
          Employee shall devote his full professional time, attention, skill and
          energy to the  business,  welfare  and affairs of the  Company.  While
          serving as Exigent Chief  Financial  Officer,  Employee shall have the
          authority and  responsibility  to devise and implement  strategies and
          operations  and to  supervise  and  manage  all  employees  in his/her
          business unit as shown on the corporate  organizational chart approved
          by the  Board of  Directors  on June 11,  1997  which is set  forth as
          Attachment 1 to Exhibit B. Such organization  chart may be modified by
          the CEO in his discretion after collaboration from Employee.  Employee
          shall use his best efforts in the performance of his duties  hereunder
          and to promote the interests of the Company and its present and future
          subsidiaries and affiliates. Employee agrees to abide by all rules and
          regulations of Company as established or amended from time to time.

     (b)  The parties  agree that  Employee may not,  without the prior  written
          consent of Company,  be engaged in any other business activity without
          Company's  prior  written  consent,  whether or not such  activity  is
          pursued  for gain,  profit  or other  pecuniary  advantage;  provided,
          however,  that  subject  to  the  Non-Disclosure  and  Non-Competition
          Agreement set forth in Exhibit D.  Employee may  passively  invest his
          personal  assets  in  businesses  where  the  form or  manner  of such
          investment will not require services on the part of Employee.


5.   BUSINESS EXPENSES AND REIMBURSEMENTS. Employee shall further be entitled to
     reimbursement by Company for other ordinary and necessary business expenses
     incurred  by  Employee  in the  performance  of his duties  hereunder,  and
     further provided that:

     (a)  Each  such  expenditure  is of a  nature  qualifying  it  as a  proper
          deduction  on the federal and state  income tax returns of the Company
          as a  business  expense  and  not as  deductible  compensation  to the
          Employee; and

     (b)  Employee  furnishes  the  Company  with  adequate  records  and  other
          documentary  evidence  required  by  federal  and state  statutes  and
          regulations for the  substantiation of such expenditures as deductible
          business expenses of the Company and not as deductible compensation to
          the Employee.

          Employee agrees that if, at any time, any payment made to the Employee
          by the Company as a business  expense  reimbursement  for a particular
          item  shall be  disallowed  in whole as a  deductible  expense  to the
          Company  by  the  appropriate  taxing   authorities,   Employee  shall
          reimburse  Company  to the  full  extent  of such  disallowance  if so
          requested by the Company in writing.

6.   PROPRIETARY  INFORMATION  AND INVENTIONS  AGREEMENT.  As a condition to his
     employment  hereunder,  Employee agrees to execute and deliver to Company a
     Proprietary  Information  and  Inventions  Agreement  in the form  attached
     hereto as Exhibit C and incorporated herein by this reference.

7.   NON-DISCLOSURE  AND  NON-COMPETITION  AGREEMENT.  As  a  condition  to  his
     employment  hereunder,  Employee  agrees to  execute  and to deliver to the
     Company a Non-Disclosure and Non-Competition Agreement in the form attached
     hereto as Exhibit D and incorporated herein by this reference.

8.   TERMINATION.

     (a)  This  Agreement  may be  terminated at any time prior to expiration of
          the Term (i) by Employee upon sixty (60) days' prior written notice to
          the Company,  (ii) upon the disability  (defined to mean the inability
          of Employee to engage in  substantial  employment  duties by reason of
          any  medically  determinable  physical  or  mental  impairment  for  a
          continuous  period of 60 days) of  Employee,  (iii) by the Company for
          "due cause" at any time (iv) by the Company without "due cause" at any
          time upon fifteen (15) days' prior written notice to the Employee.

     (b)  In the event of termination  pursuant to Section  8(a)(i),  or Section
          8(a)(iii),  the Company  shall not be obligated to make any  severance
          payments or any other further payments hereunder,  except with respect
          to accrued but unpaid  compensation and  reimbursements  owed Employee
          for expenses incurred prior to the effective date of termination.  For
          purposes of Section 8, "due  cause"  shall mean  personal  dishonesty,
          willful  misconduct,  breach of a fiduciary  duty  involving  personal
          profit,  willful violation of any law, rule,  regulation (other than a
          law, rule or regulation relating to offenses or misdemeanors unrelated
          to any of the foregoing or to the  Company's  business) or final cease
          and  desist  order,  or  material  breach  of any  provision  of  this
          Agreement,  including but not limited to Employee's  obligations under
          Sections  4  hereof  or  a  material   breach  of  any  of  Employee's
          obligations  under  Proprietary  Information and Inventions  Agreement
          attached  hereto  as  Exhibit  C  or  under  the   Non-Disclosure  and
          Non-Competition Agreement attached hereto as Exhibit D.

     (c)  In the  event  of  termination  by the  Company  pursuant  to  Section
          8(a)(iv) (i.e., without due cause), then in addition to any amounts to
          which Employee is entitled under Section 8(b),  Employee shall also be
          entitled to receive severance pay as follows:

           (i)   If Employee is so terminated without due cause within the first
                 twelve  months of the Term ("First  Year"),  an amount equal to
                 eighteen (18) months' salary,  based on the then current salary
                 of Employee as of the effective date of termination, payable in
                 equal  installments  in accordance  with  Company's  normal pay
                 periods  for  Employee  (i.e.  weekly,  bi-weekly  or  monthly)
                 beginning   one  pay  period  after  the   effective   date  of
                 termination;

           (ii)  If  Employee  is so  terminated  without  due cause  within the
                 second  twelve months of the Term  ("Second  Year"),  an amount
                 equal to twelve (12) months' salary,  based on the then current
                 salary of Employee  as of the  effective  date of  termination,
                 payable in equal  installments  in  accordance  with  Company's
                 normal pay periods for Employee  beginning one pay period after
                 the effective date of termination;

           (iii)If Employee is so terminated  without due cause within the third
                 twelve  months of the Term ("Third  Year"),  an amount equal to
                 six (6) months'  salary,  based on the then  current  salary of
                 Employee as of the effective  date of  termination,  payable in
                 equal  installments  in accordance  with  Company's  normal pay
                 periods  for  Employee  beginning  one  pay  period  after  the
                 effective date of termination; and

           (iv)  If Employee is still  employed by Company after the Third Year,
                 and  (in  the  absence  of  any  superseding  arrangement  with
                 Company,  whether  pursuant  to  renewal of this  Agreement  or
                 otherwise) is so terminated  without due cause, an amount equal
                 to three (3) months'  salary,  based on the then current salary
                 of Employee as of the effective date of termination, payable in
                 equal  installments  in accordance  with  Company's  normal pay
                 periods  for  Employee  beginning  one  pay  period  after  the
                 effective date of termination.


     (d)  In the  event  of  termination  by the  Company  pursuant  to  Section
          8(a)(iv) (i.e. without due cause),  Employee shall also be entitled to
          receive,  at his option and upon his written  request,  group  medical
          insurance as described in Section  3(d)(ii) during the period Employee
          is entitled  to receive  severance  pay under  Section  8(d) plus,  if
          applicable,    any    additional    extension   of   the    applicable
          "Non-Competition   Period"  (as  defined  in  the  Non-Disclosure  and
          Non-Competition   Agreement,   pursuant   to  Section   3(g)  of  such
          agreement).

     (e)  In the event of termination  upon  Employee's  disability  pursuant to
          Section 8(a)(ii),  the Company agrees to continue  Employee's  regular
          salary  payments  from the date of  termination  through  the date the
          insurance company commences long term disability insurance payments or
          denies coverage.  In the event long term disability coverage is denied
          due to admitted or proven fraud on behalf of the Employee, the Company
          will have no severance payment obligations to Employee. If coverage is
          denied for any other reason, Employee's termination will be treated as
          termination without due cause under Section 8(a)(iv) and Employee will
          be entitled to  severance  pay under  Section  8(c)  provided any such
          regular salary payments made by Company to Employee under this Section
          8(e) will be credited against Company's severance payment obligations.

     (f)  Notwithstanding  anything to the contrary set forth in this Agreement,
          in the event that Employee  dies during the Term of this  Agreement or
          any extension thereof, this Agreement shall terminate upon the date of
          such death,  provided that in the event of Employee's death during the
          Term of this  Agreement  or any  extension  thereof the Company  shall
          continue  to pay  Employee's  salary for a period of ninety  (90) days
          following  the date of death to the executor or  administrator  of the
          Employee's estate,  except in no event shall the Company be liable for
          the  payment of any such  death  benefit  which  exceeds  the  maximum
          severance payment obligations pursuant to Section 8(e) above.

9.   NOTICES. Any notice required or permitted hereunder shall be in writing and
     shall be sufficiently given if personally delivered, delivered by facsimile
     telephone  transmission,  delivered by express  delivery  service  (such as
     Federal  Express),  or mailed  first  class  U.S.  mail,  postage  prepaid,
     addressed as follows:

            If to the Employee:

                        Don F. Riordan, Jr.
                        414 La Costa Street
                        Melbourne Beach, FL 32951



            If to the Company:

                        Exigent International Inc.
                        1225 Evans Road
                        Melbourne, FL 32904
                        Attn:  Legal Counsel

            (or to such  other  address  as any party  shall  specify by written
            notice so given),  and shall be deemed to have been  delivered as of
            the date so delivered  or three (3) days after  mailing for domestic
            mail and seven (7) days for international mail.

10.  BINDING  EFFECT;  BENEFITS.  This Agreement shall be binding upon and shall
     inure to the benefit of this parties hereto and their respective successors
     and assigns, if any.  Notwithstanding  anything contained in this Agreement
     to the  contrary,  nothing in this  Agreement,  expressed  or  implied,  is
     intended  to confer on any person  other than the  parties  hereto or their
     respective  heirs,  successors,  executors,  administrators  or assigns any
     rights,  remedies,  obligations or  liabilities  under or by reason of this
     Agreement.

11.  GOVERNING  LAW.  This  Agreement  shall be  governed  by and  construed  in
     accordance  with  the  internal  laws  of the  State  of  Florida,  without
     reference to principles of conflict of laws.

12.  HEADINGS.   Headings  of  the  Sections  of  this  Agreement  are  for  the
     convenience  of the  parties  only,  and shall be given no  substantive  or
     interpretive effect whatsoever.

13.  NO CONFLICT. Employee represents and warrants that performance of the terms
     of this  Agreement,  and the terms of any agreement  attached  hereto as an
     Exhibit, to the best of his actual knowledge, will not breach any agreement
     entered into by Employee,  and Employee  agrees that he will not enter into
     any agreement in conflict with this Agreement and the  agreements  attached
     as  Exhibits.  Employee  further  covenants  that (i) he  shall  not in the
     performance  of his duties  hereunder  (and the  performance of such duties
     shall  not  require  him  to)  utilize  any   proprietary  or  confidential
     information  owned by any third party which he is prohibited from utilizing
     by reason of agreement or applicable law, and (ii) he shall not at any time
     disclose to Company any  proprietary or confidential  information  owned by
     any  third  party  which he is  prohibited  from  disclosing  by  reason of
     agreement or applicable law.

14.  INJUNCTIVE  RELIEF.  Employee  acknowledges and agrees that a breach of his
     obligations under this Agreement,  and any agreement  attached hereto as an
     Exhibit  or  any  other  exhibit  or  attachment  hereto,  will  result  in
     irreparable and continuing harm to the Company,  for which there will be no
     adequate  remedy at law,  and  agrees  that in the  event of any  breach or
     prospective  breach of this  Agreement,  the Company,  its  successors  and
     assigns will be entitled to injunctive relief in any federal or state court
     of  competent  jurisdiction  residing  in the State of Florida  without the
     necessity  of posting  bond or other  security  therefor  and  without  the
     necessity of proving irreparable harm, and to such other and further relief
     as may be  proper.  Employee  hereby  submits  to the  jurisdiction  of the
     preceding courts for the purposes of any actions or proceedings  instituted
     by the  Company to obtain  such  injunctive  relief,  and  agrees  that the
     process may be served on the Employee by registered mail,  addressed to the
     last  address  of the  Employee  known  to the  Company,  or in any  manner
     authorized by law.

15.  SEVERABILITY.  If  for  any  reason  whatsoever,  any  one or  more  of the
     provisions  of this  Agreement  shall be held or deemed to be  inoperative,
     unenforceable or invalid as applied to any particular case or in all cases,
     such  circumstances  shall not have the effect of rendering  such provision
     invalid in any other case or of rendering  any of the other  provisions  of
     this Agreement inoperative, unenforceable or invalid.

16.  ASSIGNABILITY.  By reason of the special and unique  nature of the services
     hereunder,  it is agreed that neither party hereto may assign any interest,
     rights  or duties  which it or he may have in this  Agreement  without  the
     prior  written  consent of the other  party,  except  that upon any merger,
     liquidation,  or  sale of all or  substantially  all of the  assets  of the
     Company to another  corporation,  this Agreement shall inure to the benefit
     of and be  binding  upon the  Employee  and the  purchasing,  surviving  or
     resulting  company or corporation in the same manner and to the same extent
     as though such company or corporation were the Company.

17.  WAIVERS.  The  failure  or delay  of the  Company  at any  time to  require
     performance  by the employee of any  provision of this  Agreement,  even if
     know,  shall not affect the right of the Company to require  performance of
     that provision or to exercise any right, power or remedy hereunder, and any
     waiver by the  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 or remedy  under  this  Agreement.  No notice to or demand on
     Employee in any case  shall,  of itself,  entitle  Employee to any other or
     further notice or demand in similar or other circumstances.

18.  INDEMNIFICATION. Company agrees to exercise its power to indemnify Employee
     in  the  situations  provided  in  the  Company's  current  Certificate  of
     Incorporation  in its form filed with the  Secretary of State for the State
     of Delaware as of the date of this Agreement.  This  indemnification  shall
     apply even if such Certificate is later amended or deleted.

19.  COVENANTS  OF THE  ESSENCE.  The  covenants  of Employee  set forth in this
     Agreement and the other  Exhibits are the essence of this  Agreement;  they
     shall be construed as independent of any other provision in this Agreement;
     and the  existence of any claim or cause of action of the Employee  against
     the  Company,  whether  predicated  on this  Agreement  or not,  shall  not
     constitute a defense to the enforcement by the Company of these covenants.

20.  SURVIVAL.  The provisions of this Agreement will survive the termination or
     expiration  of this  Agreement  where the  intent so  indicates  they shall
     survive and all other  obligations  of the Company  and the  Employee  will
     cease on termination or expiration of this Agreement.  Notwithstanding  the
     foregoing,  the Company and the Employee will remain liable for obligations
     which accrued before termination or expiration of this Agreement (including
     the  Employee's  right to be paid or reimbursed  for services  rendered and
     expenses incurred before termination or expiration of this Agreement.)

21.  ENTIRE AGREEMENT. This Agreement,  together with the agreements in the form
     attached as Exhibits hereto and all other exhibits and attachments  hereto,
     constitutes the final written  expression of all of the agreements  between
     the parties  with  respect to the subject  matter  hereof,  supersedes  all
     correspondence, understandings, discussions and negotiations concerning the
     matters specified herein, and specifically supersedes in its entirety other
     agreements between Company and Employee.  No addition to or modification of
     any provision of this Agreement shall be binding upon any party unless made
     in writing and signed by the party to be bound.


IN WITNESS  WHEREOF,  the undersigned have executed and delivered this Agreement
on the date written above.

                                       EXIGENT INTERNATIONAL, INC.



                                       /S/ B. R. SMEDLEY
                                       ----------------------------------------
                                       Name:       B.R. SMEDLEY
                                       Title:      CEO & CHAIRMAN


                                       /S/ DON F. RIORDAN, JR.
                                       ----------------------------------------
                                       (Employee Signature)


<PAGE>
                                   EXHIBIT A
                   INCENTIVE STOCK OPTION AGREEMENT (PLAN 1Q)


     THIS AGREEMENT  dated as of the 11th day of June,  1997, (the "Grant Date")
by and between EXIGENT  INTERNATIONAL,  INC., with its principal  office at 1225
Evans Road,  Melbourne,  Florida 32904 (the "Company"),  and Don F. Riordan, Jr.
("Optionee").

                                   WITNESSETH:

     WHEREAS,  the Company has adopted an Incentive Stock Option Plan (the "Plan
1Q") as defined in Section 422 of the  Internal  Revenue  Code of 1986 to permit
options to purchase shares of the common stock of Exigent International, Inc. to
be granted to certain key employees of the Company or its subsidiaries; and

     WHEREAS,  the  Optionee  is a key  employee  of the  Company  or one of its
subsidiaries  and the  Company  desires  him/her to remain in such  employee  by
providing  him/her  with a means to acquire or to increase  his/her  proprietary
interest in the Company's success;

     NOW,  THEREFORE,  in consideration of the promises and of the covenants and
agreement set forth, the parties hereby mutually covenant and agree as follows:

     1. Subject to the terms and  conditions  of the Plan 1Q, a copy of which is
attached hereto as Exhibit "A" and made a part hereof,  and this Agreement,  the
Company  grants to the Optionee  the option to purchase  from the Company all or
any part of an  aggregate  number of 50,000  shares  of  Exigent  International,
Inc.'s  Common  Shares   (30,000,000   authorized   shares,   par  value  $0.01)
(hereinafter such shares are referred to as the "Optioned Shares").

     2. The price to be paid for the  Optioned  Shares  shall be Two and  25/100
dollars  ($2.25) per share, or 110% of current market value whichever is higher,
of the Optioned  Shares on the Grant Date,  as  determined  in good faith by the
President of the Company who is in charge of administering the Plan 1Q. However,
if it is determined by a subsequent Internal Revenue Service audit that the fair
market value of the stock at the time the option was granted  exceeded the value
established by the President,  then the option value shall be adjusted to comply
with the Internal  Revenue  Service's  determined  fair market  value,  and such
adjusted value shall apply to any and all subsequent exercise of options.

     3.  Subject  to terms  and  conditions  of the Plan 1Q and this  Agreement,
Optioned Shares may be purchased pursuant to this Agreement at any time and from
time to time during a period of three (3) years from the date  hereof,  in whole
or in part.  All options to purchase  Optioned  Shares subject to this Agreement
must be  exercised  on or before  June 11,  2000 at which  time all  unexercised
options will expire.

     4. An option may be exercised only by written  notice,  delivered or mailed
by postpaid  registered  or certified  mail  addressed  to the  Secretary of the
Company at the corporate headquarters,  specifying the number of Optioned Shares
being  purchased  in cash or its  equivalent.  Within  five  (5)  business  days
following  the date of exercise,  payment shall be made in full or by such other
payment means as shall be mutually  agreeable.  Such  purchased  shares shall be
forthwith delivered to Optionee.

     5. (a) If the Optionee's  employment  with the Company or any subsidiary of
the  Company  is  terminated  for due  cause,  this  Agreement  shall  terminate
simultaneously therewith and Optionee shall have no further right to exercise an
option thereafter. For purposes of this paragraph, "due cause" shall be the same
as defined in the Employment Agreement.

          (b) If the  Optionee  ceases to be an  employee  of the Company or any
subsidiary  of the Company  for any reason  other than (1)  termination  for due
cause as set forth in paragraph 5(a) above, or (2) death or disability, the term
of any option  shall  expire on a date not later  than  three (3)  months  after
termination.

          (c) If the  Optionee  ceases to be an  employee  of the Company or any
subsidiary of the Company by reason of disability or death within the meaning of
Section 22(e)(3) of the Internal  Revenue Code of 1986, as amended,  the term of
any option  shall  expire on a date which is not later than  twelve  (12) months
following the date of death or disability.

     6. The options  herein  granted shall not be  transferable  by the Optionee
otherwise  than by will or the  laws of  descent  and  distribution,  and may be
exercised  during the life of the Optionee only by the  Optionee,  except as set
forth in 5( c) above.

     7. If any change is made in the shares subject to the Plan 1Q or any option
granted    thereunder    (through   merger,    consolidation,    reorganization,
recapitalization,  or change in capital structure), appropriate adjustment shall
be made by the  Company  in the  number of shares  and kind of common  stock for
which options may be or may have been granted under the Plan 1Q, to the end that
such proportional  interest shall be maintained as before the occurrence of such
an event.

     8. (a) Optionee  acknowledges and understands that the Optioned Shares have
not been  registered  with the  Securities  and  Exchange  Commission  under the
Securities  Act of  1933,  as  amended,  in  reliance  upon the  exemption  from
registration  provided in Regulation D of the Act, nor with any state securities
regulatory  authority  in  reliance  upon  particular  statutory   transactional
exemptions.  As such, the shares  purchased under this Agreement,  if exercised,
cannot  be  sold  subsequently  or  otherwise   transferred  without  prior  (1)
registration  under the Act and under  applicable state law or (2) receipt of an
opinion of counsel for the issuer to the effect that such proposed sale or other
transfer does not affect the exempt status of the original  issuance and sale of
these  shares  and is in  compliance  with  all  applicable  state  and  federal
securities laws.

          (b)  That  Optionee  will be  acquiring  the  stock  for  his/her  own
investment  and personal  interest in the Company and not for the account of any
other person, with no intention on his/her part of affecting a redistribution of
such stock or any part thereof.

          (c ) That  Optionee  has asked  questions  and received all answers to
information he/she considers pertinent to form a knowledgeable opinion about his
investment.

          (d) That the Optionee  understands and acknowledges  that he/she shall
not be deemed for any purpose to be a shareholder of the Company with respect to
any of the Optioned Shares, except to the extent that the options herein granted
shall have been  exercised  with respect  thereto and a stock  certified  issued
therefor.

          (e) That the existence of the options  herein granted shall not affect
in any  way the  right  or  power  of  Exigent  International,  Inc.  to make or
authorize any or all adjustments,  recapitalizations,  reorganizations, or other
changes in Exigent  International  Inc.'s capital structure or its business,  or
any merger or  consolidation of the Company or Exigent  International,  Inc., or
any issue of bonds, debentures,  preferred or prior preference stock ahead of or
affecting  the  common  shares of  Exigent  International,  Inc.  or the  rights
thereof,  or dissolution or liquidation of Exigent  International,  Inc., or any
sale or  transfer  of all or any part of their  assets or  business or any other
corporate act or proceeding, whether of a similar character or otherwise.

          (f)  That as a  condition  of the  granting  of the  option(s)  herein
granted,  the  Optionee  agrees,  for  himself/herself,   and  his/her  Personal
Representative,  that any dispute or disagreements which may arise under or as a
result of or pursuant to this Agreement  shall be determined by the President in
his sole discretion,  and that any  interpretation by the President of the terms
of this Agreement shall be final, binding and conclusive.

     9. This Agreement shall not confer upon the Optionee any right with respect
to  continuance  of employment by the Company or its related  corporations,  nor
shall it  interfere  in any way with the  right of the  Optionee's  employer  to
terminate the Optionee's employment at any time.

     10. As used in this Agreement, the masculine, feminine or neuter gender and
the singular or plural number shall be deemed to include the others whenever the
context so indicates or requires.

     11.This  Agreement  shall be governed  and  interpreted  by the laws of the
State of Florida.

     12. This Agreement and any exhibit hereto  constitutes the entire agreement
between the parties with respect to the subject matter hereof,  and no change or
modification  shall be valid  unless  made in  writing  and  signed by the party
against whom such change or modification is sought to be enforced.




<PAGE>


IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its
duly  authorized  officer  and its  corporate  seal  hereunto  affixed,  and the
Optionee has hereunto affixed his/her hand the day and year first above written.

                                                 EXIGENT INTERNATIONAL, INC.


                                                 By:  /S/ B.R. SMEDLEY
                                                    ---------------------------
                                                             "The Company"
/S/ DON F. RIORDAN, JR.
--------------------------
Secretary)

( S E A L )

                                                 /S/ DON F. RIORDAN, JR.
                                                 ------------------------------
                                                         "The Optionee"


<PAGE>
                                   EXHIBIT B
             DUTIES, RESPONSIBILITIES AND GOALS FOR DON RIORDAN, CFO


Responsible  for the company's  overall  financial plans and policies along with
its  accounting  practices  and the  conduct of its  relationship  with  lending
institutions,  shareholders  and  the  financial  community.  Directs  treasury,
budgeting,  audit,  tax,  accounting,  purchasing,  real estate,  and  insurance
activities for the corporation and its subsidiaries. Has specific responsibility
for  developing  and  coordinating  necessary  and  appropriate  accounting  and
statistical data for all departments of the business.

POSITION RESPONSIBILITY

Directs  the  Controller  in  providing  and  directing  procedures  and systems
necessary to maintain proper records and to afford adequate  accounting controls
and services.

Directs the Treasurer in activities  as custodian of the funds,  securities  and
assets of the corporation.

Appraises the corporation's financial position and issues monthly, quarterly and
annual   financial  and  operating   reports.   Directs  and   coordinates   the
establishment of corporate budget programs.

Cooperates with the Vice Presidents in coordinating  expenditures  programs with
forecasted cash flow.

Directs,  consolidates and analyzes all cost accounting procedures together with
other  statistical  and routine  reports,  including any  desirable  analysis of
monthly departmental reports.

Proposes  policies for the establishment and maintenance of inventory levels for
raw materials, supplies, material-in-process and finished goods.

Directs the company's insurance programs.

Responsible for the preparation and issuance of the corporation's Annual Report.

Directs  and  analyzes  studies  of general  economic,  business  and  financial
conditions and their impact on the corporation's policies and operations.

1998 AND 1999 GOALS

     FINANCIAL

     The Corporate P&L, Balance Sheet and Cash Flow Statements  (attachment #1);
     Fiat Model (attachment #2); Business  Objectives  (attachment #3); and 1998
     Executive  Incentive  Program  (attachment  #4)  provide the basis for 1998
     corporate  financial  goals.  Achieving these  financial  goals  (financial
     statements  to be  audited  next  February  by  Controller  and an  outside
     auditor)   measures  60%  towards  reaching  100%  award,  plus  all  other
     cumulative goals as described below:

     STAFFING

     Assist  organization in hiring 46 new employees (10%)

     Maintain an  attrition  rate of 3% of actual staff (284 actual at 7/1/97)
     (10%)
       
     QUALITY

     Quality of Product or Services - customer  satisfaction  rating of 85% as
     measured by an outside audit firm  contracted by Exigent (10%)

     NEW CUSTOMER ACQUISITION

     Assist in acquiring new customer of at least $500K of sales (10%)


<PAGE>

                                          ATTACHMENT #1 TO EXHIBIT B


                                             EXIGENT INTERNATIONAL
                                      MANAGEMENT PERFORMANCE MEASUREMENTS



                     STI         STI         FOTO       Total     STI PRODUCTS**
                   GOV SYS     COMM SYS      TAG        EXIGENT

Revenue              18,000     17,000       1,000      36,000          -




Pretax Earnings*     918        1,835        162        2,915        (1,079)

Net Earnings         567        1,133        100        1,800         (666)

Budgeted G&A Base    16,583     9,656        246        26,485         309

G&A Budget           2,073      1,980        330        4,382          770

Capital Investment                                                   1,000


*   PRETAX EARNINGS SHOULD BE AFTER INTEREST AND UNALLOWABLES.

** STI PRODUCTS NET EARNINGS IS SPLIT EVENLY BETWEEN GOVERNMENT AND COMMERCIAL


<PAGE>

<TABLE>
<CAPTION>

                           ATTACHMENT #2 TO EXHIBIT B


                               FIAT WITH 30% AWARD


<S>                                               <C>               <C>             <C>            <C>              <C>
PROJECTION                                      FY97              FY98            FY99           FY00             FY01
Total Investment Value (market cap)              $16,010,472       $27,900,000     $48,000,000    $82,500,000     $102,000,000
Value Control Stockholders Holdings (2138604)     $5,346,510        $7,255,068     $10,040,209    $14,433,255      $15,335,680

Cash Conversion Discount                                 50%               40%             30%            20%              20%
Cash Employed Growth Capital (300K/year)            $125,000          $610,638        $985,897     $1,619,739       $1,721,012
Cash Employed Acquisitions (100K/year)              $125,000          $203,546        $281,685       $404,935         $430,253
Value Stock Employed Acquisitions (1M/year)         $625,000        $3,392,432      $4,694,749     $6,748,914       $7,170,884
Value Issued Incentive Securities (600K/year)       $500,000          $610,638      $2,816,849     $4,049,349       $4,302,530

Budgeted Stock I/O/R (+500K/year)                  6,404,189         8,224,189      10,224,169     12,224,169       14,224,189
Control Stockholders' Percent Ownership               33.39%            26.00%          20.92%         17.49%           15.03%

Net Sales Revenue Goals (5%)                     $30,000,000       $36,000,000     $50,000,000    $65,000,000      $75,000,000
Net After Tax Earnings Goals (15%/year)           $(450,000)        $1,800,000      $3,000,000     $5,000,000        $6,000,00
Aggregate Dividend Goals                            $300,000          $839,000      $1,080,000     $1,825,000       $2,220,000
Percent of Net Earnings for Dividend                   35.0%             35.5%           36.0%          36.5%            37.0%

Net Worth Buildup                                 $6,109,620       $11,477,236     $19,359,567    $31,308,155      $44,410,304
Book Value Per Share Goals                              $.95             $1.40           $1.89          $2.56            $3.12
Earnings Per Share Goals                             $(0.07)             $0.22           $0.29          $0.41            $0.42
Guesstimated Price Earnings Ratio                       15.0              15.5            16.0           16.5             17.0

</TABLE>


<PAGE>


                           ATTACHMENT #3 TO EXHIBIT B


                               BUSINESS OBJECTIVES


          FY 98 revenue of $36M

               STI Federal revenue of $18M
               STI Commercial revenue of $17M
               FotoTag revenue of $1M


          FY 98 Earnings of $1.8M

               STI Federal earnings of $900K STI
               Commercial earnings of $800K
               FotoTag earnings of $100K

          Raise capital for R&D, minimum $5M

          Raise price of stock to $5/share


<PAGE>


                           ATTACHMENT #4 TO EXHIBIT B


                        1998 EXECUTIVE INCENTIVE PROGRAM


CORPORATE GATE OPENS

If Exigent has:

        THEN BONUS OF FOLLOWING % OF BASE SALARY TO BE AVAILABLE TO EACH MANAGER
 
 EARNINGS OF:

   $1.4M                          15%
   $1.7M                          30%
   $2.0M                          45%
   $2.3M                          60%
   $2.6M                          90%
   $2.9M                          100%

The bonus will be split 50% cash and 50% stock,  unless the  manager  prefers it
all in stock.

ADDITIONALLY,

Each  manager  will  have a set of  individuals  goals  covering  such  areas as
customer  relations,  employee  relations,  budget  performance,  quality goals,
intellectual  property  creation  and  management,  each  tailored  to their job
function. In addition, the Division Managers are responsible as follows with the
help of all corporate managers:

                    SALES    REVENUE    EARNINGS
STI Commercial      $26M      $15.5M     $2.0
STI Government      $26M      $21M       $1.0
Foto Tag            $1M       $1M        $.5

to permit Corporate Gate to achieve 100% bonus or a pro rata share.

<PAGE>


<PAGE>
                                    Exhibit C
                Proprietary Information and Inventions Agreement


In consideration and as a condition of my employment or continued  employment by
Exigent  International Inc. and/or by companies which it owns,  controls,  or is
affiliated with, or their successors in business (the "Company"), I hereby agree
with the Company as follows:

1.   Proprietary  Information.  I  understand  that during my  employment  I may
     produce,  obtain,  make known, or learn about certain information which has
     commercial  value in the business in which the Company is engaged and which
     is treated by the Company as  confidential.  This information may have been
     created,  discovered,  or developed by the Company or otherwise received by
     the  Company  from  third  parties  subject  to  a  duty  to  maintain  the
     confidentiality  of such  information.  All such information is hereinafter
     called "Proprietary Information."

     (a)  Proprietary  Information  Defined.  By way of  illustration,  but  not
          limitation,  "Proprietary  Information" includes trade secrets, ideas,
          processes,  formulas,  source codes,  data,  programs,  other original
          works   of   authorship,    know-how,    improvements,    discoveries,
          developments,   designs,  inventions,   techniques,  marketing  plans,
          strategies, forecasts, new products, unpublished financial statements,
          budgets,  projections,  licenses,  prices,  costs,  and  customers and
          supplier lists.

     (b)  Assignment  and Protection of  Proprietary  Information.  I understand
          that all  Proprietary  Information  shall be the sole  property of the
          Company and its assigns (or, in some cases, its clients, suppliers, or
          customers),  and the Company  and its  assigns (or in some cases,  its
          clients,  suppliers,  or  customers)  shall be the  sole  owner of all
          patents,  copyrights,  and other  rights in  connection  therewith.  I
          hereby  assign to the Company any rights I may have or acquire in such
          Proprietary  Information.  At all times,  both during my employment by
          the  Company  and after  its  termination,  I will  keep in  strictest
          confidence and trust all Proprietary Information,  and I will not use,
          reproduce, or disclose any Proprietary Information without the written
          consent of the  Company,  except as may be  necessary  in the ordinary
          course of performing my duties as an employee of the Company.

     (c)  Maintenance  of Records.  I agree to keep and  maintain  adequate  and
          current records of all proprietary information developed by me (in the
          form of  notes,  sketches,  drawings  and as may be  specified  by the
          Company)  which  records  shall be  available  to and  remain the sole
          property of the Company at all times.

2.   Inventions During and Immediately After My Term of Employment. I understand
     that during my employment or following my employment,  I may make, conceive
     of, or reduce  to  practice  various  discoveries,  developments,  designs,
     improvements,  inventions, formulas, processes, techniques, programs, other
     works of authorship,  know-how, and data (all of which shall be referred to
     as "inventions"  throughout  this  Agreement,  whether or not patentable or
     registrable under copyright, mask work, or similar statutes).

     (a)  Assignment of Inventions.  I hereby assign and transfer to the Company
          my entire right,  title, and interest in and to all inventions made or
          conceived  or reduced to practice by me,  either alone or jointly with
          others,  during the period of my employment  with the Company,  except
          for those  inventions  which I have developed  entirely on my own time
          without using the Company's equipment,  supplies, facilities, or trade
          secret information  excluding those inventions that either: (1) relate
          at the time of conception or reduction to practice of the invention to
          the  business,  or  actual or  demonstrably  anticipated  research  or
          development  of the Company;  or (2) result from any work performed by
          me  for  the  Company.  I  acknowledge  that  all  original  works  of
          authorship which are made by me (solely or jointly with others) within
          the scope of my employment and which are  protectable by copyright are
          "works  made for hire," as that term is defined in the U.S.  Copyright
          Act as in effect as of this date. I will,  at the  Company's  request,
          promptly execute a written  assignment of title to the Company for any
          such invention and I will preserve any such invention as  confidential
          information of the Company.

          Notwithstanding  the foregoing,  I also hereby assign and transfer to,
          or as directed  by, the Company all my right,  title,  and interest in
          and to any and all  inventions,  full title to which is required to be
          in the United States by a contract  between the Company and the United
          States or any of its agencies.

     (b)  Maintenance  of Records.  I agree to keep and  maintain  adequate  and
          current  records of all  inventions  made by me (in the form of notes,
          sketches,  drawings  and as may be  specified  by the  Company)  which
          records  shall be  available  to and remain the sole  property  of the
          Company at all times.

     (c)  Disclosure of Inventions.  I will promptly  disclose in writing to the
          Company all inventions made or conceived or reduced to practice by me,
          either  alone  or  jointly  with  others,  during  the  period  of  my
          employment, and for six months after termination of my employment with
          the Company.

     (d)  Execution of Documents. I further agree as to all inventions to assist
          the  Company in every  proper way (but at the  Company's  expense)  to
          obtain and from time to time enforce patents,  copyrights, mask works,
          and other rights and protections relating to inventions in any and all
          countries,  and to that end I will  execute all  documents  for use in
          applying for and obtaining such patents,  copyrights,  mask works, and
          other  rights  and  protections  on and  enforcing  inventions  as the
          Company  may  desire,  together  with any  assignments  thereof to the
          Company  or  persons  designated  by it. My  obligation  to assist the
          Company in obtaining and enforcing  patents,  copyrights,  mask works,
          and other rights and protections relating to inventions in any and all
          countries shall continue beyond the termination of my employment,  but
          the  Company  shall  compensate  me at a  reasonable  rate  after such
          termination for time actually spent by me at the Company's  request on
          such assistance.  In the event the Company is unable, after reasonable
          effort,  to secure my signature on any document or documents needed to
          obtain or enforce any patent,  copyright, mask work, or other right or
          protection relating to any inventions,  whether because of my physical
          or mental  incapacity  or for any other  reason  whatsoever,  I hereby
          irrevocably  designate and appoint the Company and its duly authorized
          officers and agents as my agent and  attorney-in-fact,  to act for and
          in my  behalf  and  stead  to  execute  and file  any  application  or
          assignment and to do all other lawfully  permitted acts to further the
          prosecution and issuance to the Company of patents,  copyrights,  mask
          works,  or similar  protections  thereon with the same legal force and
          effect as if executed by me.

3.   Prior  Inventions.  I understand that all inventions,  if any,  patented or
     unpatented,  which  I made  prior  to my  employment  by the  Company,  are
     excluded  from the  scope  of this  Agreement.  To  preclude  any  possible
     uncertainty,  I have set forth in Item 1 of Exhibit A  attached  hereto and
     made a part hereof a complete list of all of my prior inventions, including
     numbers of all patents and patent applications,  and a brief description of
     unpatented  inventions which are not the property of a previous employer. I
     represent  and covenant that the list is complete and that, if no items are
     on the list, I have no such prior inventions. I agree to notify the Company
     in writing  before I make any  disclosure  or perform any work on behalf of
     the Company which appears to threaten or conflict with proprietary rights I
     claim in any  invention  or idea.  In the event of my  failure to give such
     notice,  I agree that I will make no claim against the Company with respect
     to any such inventions or ideas.

4.   Conflicting Employment Obligations.

     (a)  Trade Secrets of Others.  I represent that I have not brought and will
          not  bring  with me to the  Company  or use in the  performance  of my
          responsibilities at the Company any devices,  materials,  or documents
          of a former  employer that are not generally  available to the public,
          unless I have obtained express written  authorization  from the former
          employer for their  possession  and use. The only devices,  materials,
          documents of a former employer that are not generally available to the
          public  that I will bring to the Company or use in my  employment  are
          identified on Item 2 of Exhibit A attached hereto, and as to each such
          item, I represent that I have obtained  express written  authorization
          for their  possession and use in employment  with the Company and have
          delivered a copy of such written authorization to the Company.

     (b)  Conflicting   Confidentiality  Agreements.  I  agree  that  during  my
          employment  with the  Company,  I will not  breach any  obligation  of
          confidentiality that I have to former employers.  I represent that any
          performance  under the terms of this  Agreement  and as an employee of
          Company  does  not  and  will  not  breach  any  agreement  to keep in
          confidence proprietary  information acquired by me in confidence or in
          trust prior to employment by the Company. I have not entered into, and
          I agree I will not enter into, any agreement either written or oral in
          conflict herewith.

5.   Government Contracts.  I acknowledge that the Company from time to time may
     be involved in government projects of a highly classified nature. I further
     acknowledge  that the Company  from time to time may have  agreements  with
     other  persons  or  governmental   agencies  which  impose  obligations  or
     restrictions on the Company regarding  inventions made during the course of
     work  thereunder  or  regarding  the  confidential  nature  of such work or
     information disclosed in connection  therewith.  I agree to be bound by all
     such  obligations  and  restrictions  and to take all action  necessary  to
     discharge the obligations of the Company thereunder.

6.   Termination of Employment. In the event of the termination of my employment
     by me or by the Company for any reason,  I will  deliver to the Company all
     documents,  notes, drawings,  specifications,  programs, data, devices, and
     other materials of any nature  pertaining to my work with the Company and I
     will  neither  take  with  me  nor  recreate  any  of  the  foregoing,  any
     reproduction of any of the foregoing,  or any Proprietary  Information that
     is embodied in a tangible medium of expression.

7.   Modification.  This  Agreement  may  not be  changed,  modified,  released,
     discharged, abandoned, or otherwise amended, in whole or part, except by an
     instrument in writing,  signed by myself and the Company.  I agree that any
     subsequent change or changes in my duties,  salary,  or compensation  shall
     not affect the validity or scope of this Agreement.

8.   Entire  Agreement.  I acknowledge  receipt of this Agreement and agree that
     with respect to the subject  matter hereof it is my entire  agreement  with
     the  Company,  superseding  any  previous  oral or written  communications,
     representations,  understandings,  or  agreements  with the  Company or any
     officer or representative.

9.   Severability.  In the  event  that  any  paragraph  or  provision  of  this
     Agreement shall be held to be illegal or  unenforceable,  such paragraph or
     provision  shall be severed from this  Agreement  and the entire  Agreement
     shall not fail on account thereof, but shall otherwise remain in full force
     and effect.

10.  Successor  and  Assigns.  This  Agreement  shall be binding  upon my heirs,
     executors,  administrators,  or other legal  representatives and is for the
     benefit of the Company, its successors, and assigns.

11.  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
     accordance with the laws of the State of Delaware.

12.  Counterparts.  This  Agreement may be signed in two  counterparts,  each of
     which  shall  be  deemed  an  original  and both of  which  shall  together
     constitute one agreement.

13.  I agree  that  the  Company  may make  known to  others  either  during  or
     subsequent  to my  employment  the  existence  of  this  Agreement  and the
     provisions of all or any part thereof.

IN WITNESS  WHEREOF,  THIS  AGREEMENT  has been  executed as of this 11th day of
June, 1997 and is effective from February 7, 1997.


                                   By:   /s/ B.R. Smedley
                                        -------------------------------------
                                   Name: Bernard R. Smedley
                                   Title:  Chairman and Chief Executive Officer

                                   ACCEPTED AND AGREED TO:

                                   EXIGENT INTERNATIONAL, INC.

                                   By:  /s/ Don F. Riordan, Jr.
                                        -------------------------------------
                                   Title: CFO



<PAGE>


                                    Exhibit A
                                       To
                           Proprietary Information and
                              Inventions Agreement


Exigent International, Inc.
1225 Evans Road
Melbourne, FL 32904

Gentlemen:

     1.   The  following is a complete list of all  inventions  or  improvements
          relevant  to  the  subject   matter  of  my   employment   by  Exigent
          International,  Inc. (the  "Company") that have been made or conceived
          or first  reduced to practice by me alone or jointly with others prior
          to my engagement by the Company:

          _____ No inventions or improvements 
          _____ See below:





          _____ Additional sheets attached.

     2.   I propose to bring to my employment the following devices,  materials,
          and documents of a former employer that are not generally available to
          the public, which materials and documents may be used in my employment
          pursuant to the express written authorization of my former employer (a
          copy of which is attached hereto):

          ______ No materials
          ______ See below:





          ______ Additional sheets attached.

Very truly yours,


-------------------------
Bernard R. Smedley

<PAGE>
                                   EXHIBIT D
                               NON-DISCLOSURE AND
                            NON-COMPETITION AGREEMENT


THIS NON-DISCLOSURE AND NON-COMPETITION AGREEMENT dated June 11, 1997 is between
EXIGENT  INTERNATIONAL,  INC.,  with its  principal  office at 1225 Evans  Road,
Melbourne,  Florida  32904  (the  "Company")  and Don F.  Riordan,  Jr.,  with a
residence at 414 La Costa Street, Melbourne Beach, FL 32951 ("Employee").

     1.   CONSIDERATION.  Employee  has agreed to enter into this  Agreement  in
          consideration of: the Company's  engagement of Employee as an employee
          under the terms of the Employment Agreement  ("Employment  Agreement")
          of even date between the Company and Employee; the Company's agreement
          to grant stock options to Employee  under its  Incentive  Stock Option
          Plan of even date between the Company and Employee.

     2.   NON-DISCLOSURE OBLIGATIONS.

          (a)  In Employee's  position as Exigent Chief Financial Officer of the
               Company, he will have access to:

               (i)  information  ("Confidential  Business Information") relating
                    to  the  business  plans  of  the  Company  and  treated  as
                    confidential,   including  without  limitation,  information
                    relating  to  the   Company's   investors,   capitalization,
                    marketing plans and strategies,  product  concepts,  product
                    development status,  material agreements,  plans for raising
                    capital,  target  customers and markets,  pricing  policies,
                    finances,  financial  information  of the Company,  customer
                    lists; and

               (ii) information  of  a  proprietary   nature   relating  to  the
                    technology  and  products  of  the  Company   ("Confidential
                    Proprietary   Information")  including  without  limitation,
                    information  relating to the  technology  developed or to be
                    developed by the Company relating to the Company's  products
                    and other matters,  trade secrets,  research and development
                    activities,  technical,  engineering  and  scientific  data,
                    specifications, and patent applications or patents.

                    (The  Confidential  Business  Information  and  Confidential
                    Proprietary  Information is sometimes  collectively referred
                    to herein as  "Confidential  Information")  or  confidential
                    information  relating  to  the  organization,  research  and
                    development  activities,  marketing  plans  and  strategies,
                    pricing    policies,    technical   and   scientific   data,
                    specifications,  patent  applications  or patents,  customer
                    lists  and   accounts,   business,   finances  or  financial
                    information of the Company.

          (b)  Employee  agrees  that he will  not at any  time  during  (i) his
               employment  by the  Company  and  during  any time  period  he is
               receiving  severance  pay from the  Company,  including  extended
               periods  under  Section  4(f)  herein,  and  (ii)  for  one  year
               thereafter,  reveal to any person,  association or company any of
               the Company's  Confidential Business Information,  so far as such
               Confidential  Business  Information  has  come or may come to his
               knowledge,  except as may be required in the  ordinary  course of
               performing  his duties as an officer of the  Company or as may be
               in the public  domain  through no fault of  Employee or as may be
               required by law.

          (c)  Employee  hereby  agrees  that he will not at any  time,  whether
               during or after the termination of his employment,  reveal to any
               person,  association or company any of the Company's Confidential
               Proprietary  Information,  so far as to his knowledge,  except as
               may be required in the ordinary  course of performing  his duties
               as an  officer of the  Company or as may be in the public  domain
               through no fault of Employee or as may be required by law.

          (d)  Employee  agrees to keep in confidence  and secret all matters of
               such nature  entrusted  to him and he shall not use or attempt to
               use any such  information in any manner which may injure or cause
               loss to the Company, whether directly or indirectly.

          (e)  Employee acknowledges the critical importance of the Confidential
               Information  to the  Company's  business  operations  and  plans.
               Employee acknowledges that unauthorized  disclosure or use of any
               of 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.

          (f)  Nothing  herein  shall be  construed  as granting to Employee any
               right or license under any copyrights, inventions, or patents now
               or hereafter  owned or  controlled by the Company or any right to
               employment by the Company.

          (g)  In the event Employee's  employment is terminated for any reason,
               Employee  shall  return  all  Confidential   Information  in  his
               possession, together with any copies, to the Company.

     3.   NON-COMPETITION.  Employee agrees and  acknowledges  that the products
          and services to be sold and  rendered by the Company are  different in
          character and are of particular  significance to the Company, and that
          the Company is in a competitive  business.  Due to the proprietary and
          specialized nature of the Company's  business,  Employee agrees to the
          following:

          (a)  During  his  employment  and  thereafter  during  the  applicable
               "Non-Competition  Period" (as defined in Section  3(e))  Employee
               shall not, directly or indirectly,  induce, influence, combine or
               conspire  with,  or  attempt  to  induce,  influence,  combine or
               conspire with,  any of the officers,  employees or consultants of
               the Company to terminate their  employment or  relationship  with
               the Company.

          (b)  During  his  employment  and  thereafter  during  the  applicable
               "Non-Competition  Period" (as defined in Section 3(e)),  Employee
               shall 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.

          (c)  During  his  employment  and  thereafter  during  the  applicable
               "Non-Competition  Period (as defined in Section  3(e)),  Employee
               agrees that he will not  voluntarily  or  involuntarily,  for any
               reason  whatsoever,  directly or indirectly,  individually  or on
               behalf of  persons  not now  parties to this  Agreement,  or as a
               partner,   stockholder,   director,  officer,  principal,  agent,
               broker,   licensor,   employee,  or  in  any  other  capacity  or
               relationship,  engage in any  business or  employment,  or aid or
               endeavor  to assist any  business  or legal  entity,  which is in
               competition  with the  products  and/or  services of the Company;
               provided,  however,  this  Section  3(c)  shall  not be deemed to
               prevent Employee from working after termination of the applicable
               Non-Competition  Period  in any  areas  or  division  within  the
               applicable  industry.  The ownership by Employee of not more than
               five percent (5%) of shares of stock of any corporation  having a
               class  or  equity  securities   actively  traded  on  a  national
               securities  exchange  or NASDAQ  shall not be  deemed,  in and of
               itself, to violate this Section 3(c ) .

          (d)  Employee  agrees not to do or say anything that reasonably may be
               expected  to have  the  effect  of  disparaging  the  Company  or
               diminishing  or  impairing  the goodwill  and  reputation  of the
               Company  and the  services  it  provides.  Likewise,  the Company
               agrees not to do or say anything that  reasonably may be expected
               to have the effect of disparaging  the Employee or diminishing or
               impairing the reputation of the Employee.

          (e)  If, in any judicial  proceedings  a court shall refuse to enforce
               any of the other separate  covenants set forth in this Section 3,
               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)  Under the terms of the Employment Agreement, Employee is entitled
               to  receive   severance  pay  in  the  event  his  employment  is
               terminated  by the  Company  without  due  cause.  In  the  event
               Employee's employment is terminated for any reason whatsoever,

               (i)  during the first year of his employment, then the applicable
                    Non-Competition Period for Section 3(a), (b) and (c) will be
                    eighteen (18) months; or

               (ii) during  the  second  year  of  his   employment,   then  the
                    applicable  Non-Competition Period for Section 3(a), (b) and
                    (c) will be twelve (12) months; or

               (iii)during   the  third  year  of  his   employment,   then  the
                    applicable  Non-Competition Period for Section 3(a), (b) and
                    (c) will be six (6) months; or

               (iv) by expiration  of the Term or  otherwise,  at any time after
                    the third anniversary of his employment, then the applicable
                    Non-Competition  Period for Sections  3(a), (b) and (c) will
                    be three (3) months.

          (g)  Notwithstanding  the  foregoing,  the Company may, at its option,
               elect to extend the  applicable  Non-Competition  Period by up to
               twelve  (12)   additional   months  by  payment  to  Employee  of
               additional  severance  pay  equal to his  salary in effect at the
               date of  termination  of his  employment  for such  time  period.
               Payments will be made in accordance with the Company's normal pay
               periods  for as long  as the  Company  elects  to so  extend  the
               Non-Competition  Period.  Employee  hereby  agrees to accept such
               payments as  compensation  for such  extension of the  applicable
               Non-Competition Period.

          (h)  Company and Employee hereby acknowledge that:

               (i)  Company's    market   for   its    products   is   unlimited
                    geographically   and  the   foregoing   noncompetition   and
                    non-solicitation   requirements   shall  be   applied  on  a
                    worldwide basis;

               (ii) the  duration  and  geographical  limitations  imposed  with
                    respect   to  said   noncompetition   and   non-solicitation
                    requirements are reasonable;

               (iii)the   restrictions   stated   hereinabove   are   reasonably
                    necessary  for  the   protection  of  Company's   legitimate
                    proprietary interests.

          (i)  Employee  represents  and warrants  that his/her  experience  and
               capabilities  are such that the  restrictive  covenants set forth
               herein will not prevent him/her from earning  his/her  livelihood
               and  that  Employee  will be  fully  able  to  earn  an  adequate
               livelihood for himself/herself and his/her dependents if any such
               provisions should be specifically enforced against Employee.

          (j)  The non-competition and  non-solicitation  obligations  contained
               herein  shall be  extended  by the  length of time  during  which
               Employee  shall  have been in breach of any said  provisions  and
               during any time the  Company is required  to seek  compliance  by
               judicial proceeding.

4.   SPECIFIC  REMEDIES.  In addition  to any other  remedy  provided  herein or
     contemplated under law, and not as liquidated damages, in the even Employee
     breaches  any  material  covenant  of  this  Agreement,  such  breach  will
     constitute  "due  cause"  for  termination  of  his  employment  under  the
     Employment  Agreement  and the  Company  shall have the right,  but not the
     obligation,   to  purchase  from  Employee  and  Employee  shall  have  the
     obligation  to sell to the Company any or all of the shares of Common Stock
     of the  Company  at a  purchase  price  equal to  Employee's  cost for such
     shares.  Such right shall be exercised by written notice to Employee within
     sixty  (60)  days  of  establishment  by  consent,   judicial  decision  or
     arbitration  that  Employee so breached this  Agreement.  Any of Employee's
     permitted transferees will be obligated to sell to the Company Common Stock
     shares of the Company held by them in the event the Company  exercises this
     right to purchase.

5.   NOTICES. Any notice required or permitted hereunder shall be in writing and
     shall be sufficiently given if personally delivered, delivered by facsimile
     telephone  transmission,  delivered by express  delivery  service  (such as
     Federal  Express),  or mailed  first  class  U.S.  mail,  postage  prepaid,
     addressed as follows:

     If   to Employee:

          Don F. Riordan, Jr.
          414 La Costa Street
          Melbourne Beach, FL 32951

     If   to the Company:

          Exigent International, Inc.
          1225 Evans Road
          Melbourne, FL 32904
          Attn:  Legal Counsel

     (or such other  address  as any party  shall  specify by written  notice so
     given),  and  shall be  deemed  to have  been  delivered  as of the date so
     delivered or three (3) days after  mailing for domestic  mail and seven (7)
     days for international mail.

6.   BINDING  EFFECT;  BENEFITS.  This Agreement shall be binding upon and shall
     inure to the benefit of the parties hereto and their respective  successors
     and assigns.  Notwithstanding  anything  contained in this Agreement to the
     contrary,  nothing in the Agreement,  expressed or implied,  is intended to
     confer on any person  other  than the  parties  hereto or their  respective
     heirs,  successors,   executors,   administrators  or  assigns  any  right,
     remedies, obligations or liabilities under or by reason of this Agreement.

7.   ENTIRE AGREEMENT.  This Agreement  constitutes the final written expression
     of all the  agreements  between  the  parties  with  respect to the subject
     matter  hereof.  No addition to or  modification  of any  provision of this
     Agreement shall be binding upon any party unless made in writing and signed
     by the party to be bound.

8.   GOVERNING  LAW.  This  Agreement  shall be  governed  by and  construed  in
     accordance  with  the  internal  laws  of the  State  of  Florida,  without
     reference to principles of conflict of laws.

9.   HEADINGS.   Headings  of  the  Sections  of  this  Agreement  are  for  the
     convenience  of the  parties  only,  and shall be given no  substantive  or
     interpretive effect whatsoever.

10.  NO CONFLICT. Employee represents and warrants that performance of the terms
     of this Agreement, including but not limited to Sections 2 and 3 hereof, to
     the best of his actual knowledge will not breach any agreement entered into
     by Employee,  and Employee agrees that he will not enter into any agreement
     in conflict herewith. Employee further covenants that

     (a)  he shall not in the  performance  of his duties  under the  Employment
          Agreement or hereunder  (and the  performance of such duties shall not
          require him to) utilize any  proprietary or  confidential  information
          owned by any third  party which he is  prohibited  from  utilizing  by
          reason of agreement or applicable law, and

     (b)  he shall not at any time  disclose to the Company any  proprietary  or
          confidential  information  owned  by  any  third  party  which  he  is
          prohibited from disclosing by reason of agreement or applicable law.

11.  SPECIFIC PERFORMANCE. Employee acknowledges and agrees that a breach of his
     obligations  under this  Agreement,  including but not limited to Section 2
     and 3, will result in irreparable and continuing  harm to the Company,  for
     which  there will be no  adequate  remedy at law (it being  understood  and
     agreed that the Company's remedy under Section 4 herein is not exclusive or
     adequate), and agrees that in the event of any breach of this Agreement the
     Company,  its successors and assigns shall be entitled to injunctive relief
     without  the  necessity  of posting  bond or other  security  therefor  and
     without the necessity of proving  irreparable  harm,  and to such other and
     further relief as may be proper.

12.  SEVERABLILITY.  If for  any  reason  whatsoever,  any  one or  more  of the
     provisions  of this  Agreement  shall be held or deemed to be  inoperative,
     unenforceable  or invalid as applied to any  particular  case in all cases,
     such  circumstances  shall not have the effect of rendering  such provision
     invalid in any other case or of rendering  any of the other  provisions  of
     this Agreement inoperative, unenforceable or invalid.

13.  ASSIGNABILITY.  Employee  may not assign  any of his rights or  obligations
     hereunder  without the prior written  consent of the Company,  which may be
     withheld in its sole discretion.

14.  WAIVER.  The  failure  or  delay  of the  Company  at any  time to  require
     performance by Employee of any provision of this Agreement,  even if known,
     shall not affect the right of the  Company to require  performance  of that
     provision  or to exercise  any right,  power or remedy  hereunder,  and any
     waiver by the  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 or remedy  under  this  Agreement.  No notice to or demand on
     Employee in any case  shall,  of itself,  entitle  Employee to any other or
     further notice or demand in similar or other circumstances.

IN WITNESS  WHEREOF,  the undersigned have executed and delivered this Agreement
on the date written above.

                                    EXIGENT INTERNATIONAL, INC.


                                    /S/ B.R. SMEDLEY
                                   -----------------------------------
                                   Name:       B.R. SMEDLEY
                                   Title:    CEO


                                   /S/ DON F. RIORDAN, JR.
                                   -----------------------------------
                                   Name:       Don F. Riordan, Jr.
                                   Title:      Exigent Chief Financial Officer



<PAGE>
                                                                      Exhibit E

                     CONFIDENTIAL NATURE OF COMPANY AFFAIRS

PURPOSE:

It is the policy of  Exigent  International  Inc.  (Exigent)  that the  internal
business affairs of the organization,  particularly confidential information and
trade secrets,  represent proprietary assets that each employee has a continuing
obligation to protect.

POLICY:

1.   CONFIDENTIAL  INFORMATION.  Information designated as confidential is to be
     discussed with no one outside the  organization  and only discussed  within
     the  organization on a "need to know" basis. In addition,  employees have a
     responsibility to avoid unnecessary disclosure of nonconfidential  internal
     information  about  Exigent,  its  customers,   and  its  suppliers.   This
     responsibility is not intended to impede normal business communications and
     relationships,  but is intended to alert employees to their  obligations to
     use discretion to safeguard internal Exigent affairs.

2.   VIOLATION OF UNAUTHORIZED  ACCESS.  Employees  authorized to have access to
     confidential  information must treat the information as proprietary Exigent
     property  for  which  they  are  personally   responsible.   Employees  are
     prohibited  from  attempting to obtain  confidential  information for which
     they have not received authorization.  Employees violating this policy will
     be  subject  to  discipline,  up to and  including  termination  and may be
     subject to legal action.

3.   MEDIA/INQUIRIES.  All  media  inquiries  and other  inquiries  of a general
     nature  should  be  referred  to the  President  or CEO.  Also,  all  press
     releases,  publications,  speeches, and other official declarations must be
     approved  in  advance  by  the  President.  Inquiries  seeking  information
     concerning  current or former employees should be referred to the Personnel
     Department.

4.   DISCUSSIONS WITH COMPETING COMPANIES AND EXIGENT CONFIDENTIALITY. Employees
     are not to discuss with the officers,  directors, or employees of competing
     companies  any  topics  which  might  give  the  impression  of an  illegal
     agreement in restraint of trade.  Such topics include  pricing  agreements,
     customer allocation, and division of sales territories.

5.   MATERIAL  INSIDE  INFORMATION.  Employees are  prohibited  from  disclosing
     "material  inside"  information,  that could  affect  the  market  value of
     Exigent's  financial  securities,  to anyone outside the organization until
     such  information  has been made  available  to the  public by  management.
     Employees are also  prohibited  from using such  information  for their own
     personal profit.

I, DON F. RIORDAN, JR., hereby acknowledge I have read and fully understand the
  (Print Name)
above policy and agree to comply with all terms, conditions and/or requirements
as stated.


/S/ DON F. RIORDAN, JR.                                     JUNE 11, 1997
------------------------------------                        -------------
Employee Signature                                          Date



<PAGE>
     A M E N D M E N T    T O    E M P L O Y M E N T    A G R E E M E N T


This amendment  ("Amendment") to the Employment Agreement ("Agreement") executed
between  Exigent  International,  Inc. and Don F. Riordan  dated 11 June 1997 is
entered  into as of  September  15, 1997  between  Exigent  International,  Inc.
("Exigent"),  a corporation  duly  authorized and existing under the laws of the
State of  Delaware  with a  principal  place of  business  at 1225  Evans  Road,
Melbourne,  Florida  32904  and  Don  F.  Riordan  ("Employee"),  an  individual
domiciled at 414 La Costa Street, Melbourne Beach, FL 32951.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby mutually  acknowledged,  Exigent and Employee hereby agree as
follows:

1.   PARAGRAPH  3(D)(II)   MODIFICATION;   PARAGRAPH  3(D)(III)  DELETED.   That
     paragraph 3(d)(ii) is amended to read as follows and incorporates  language
     from paragraph  3(d)(iii)  which is now deleted:  "Group  medical,  dental,
     life,  AD&D,  supplemental  life,  long  term  disability,  or  short  term
     disability  insurance,  or other  insurance  of the kind and to the  extent
     offered  from  time to time  during  the  Term of this  Agreement  to other
     employees  of the  Company."  

2.   EXHIBIT  "B" TO  EMPLOYMENT  AGREEMENT.  The  document  attached  hereto as
     EXHIBIT "B" TO EMPLOYMENT AGREEMENT and all related attachments  containing
     the duties and responsibilities of Employee is hereby incorporated into the
     Agreement as if fully set forth therein.  

3.   RATIFICATION  AND APPROVAL.  In all other  respects the Agreement is hereby
     ratified by Exigent and Employee and remains in full force and effect.

IN WITNESS  WHEREOF,  this  Amendment  has been duly executed as of the date set
forth above.

For Exigent:                                     For Employee:

EXIGENT INTERNATIONAL, INC.                      DON F. RIORDAN, AN INDIVIDUAL


By:  /S/ B.R. SMEDLEY                            By:/S/ DON F. RIORDAN, JR.
     ----------------------------------             ---------------------------
     (Signature)                                   (Signature)

Name:   B.R. SMEDLEY
       (Print - Block Letters)

Title:  CEO & CHAIRMAN
       (Print - Block Letters)