EMPLOYMENT AGREEMENT

     THIS  EMPLOYMENT  AGREEMENT  ("Agreement")  is entered  into by and between
(CompName) (the "Company" or "We/Our/Us") and (FullName)("You").

IN CONSIDERATION of...

(i)  your employment or continued employment by the Company,

(ii) the compensation and benefits to be provided to you by the Company,

(iii)the  confidential   business   information,   trade  secrets,   specialized
     knowledge, training, experience and customer relationships that you have or
     will acquire as a result of your employment with the Company,

(iv) and for other good and valuable consideration,  the receipt and sufficiency
     of which is hereby acknowledged, ...the Company and You agree as follows:

     1. Employment.  We agree to employ You, and You accept such employment,  in
accordance  with the terms and  conditions  of this  Agreement. 

     2.  Duties  and  Responsibilities.   You  shall  assist  Us  in  developing
commercial and custom software solutions and applications,  with such titles and
responsibilities  as We may from time to time assign to You. You agree to devote
your full time,  attention,  energy and skills to the  business and good will of
the Company and its  affiliates and to perform all services and duties as may be
assigned by the Company in a competent,  conscientious  and timely  manner.  You
agree to comply with all Company policies,  procedures and directives.  You will
not engage in any outside  employment  or business  activities  (except  passive
investments)  without  Our  express  written  permission. 

     3.  Compensation  and  Benefits.  You shall  receive base  compensation  of
$(Compensastion) per year,  payable at the Company's normal payroll  intervals
and subject to withholdings for taxes and other normal payroll deductions.  Your
base  compensation  may be  adjusted  from  time to time as  approved  by Us. In
addition to base  compensation,  You shall be entitled  to  participate  in such
standard  benefits as may be provided from time to time  generally to other full
time employees of the Company,  including vacation, medical sick/personal leave,
401(k),  Money  Purchase  Pension  Plan and  ESOP.  Your  participation  in such
benefits shall be governed by the normal  requirements,  terms and conditions of
any applicable plans or policies,  as may from time to time be amended,  changed
or terminated by the Company in its sole  discretion.  

     4. Term and  Termination. 

     4.1 Term.  This  Agreement  shall  extend from  December  17, 1998  through
December 17, 2000  (hereinafter  the "Term").  Any  extension or renewal of this
Agreement  must be in writing  signed by You and the Company.  

     4.2  Termination.  During  the Term,  this  Agreement  and Your  employment
hereunder may be  terminated  by either You or the Company at any time,  with or
without  cause or notice.  

     5. Special Pay. 

     5.1  Stock  Options.  Pursuant  to the  Incentive  Stock  Option  Agreement
attached  hereto as Exhibit "A",  the Company  will  provide you with  (Options)
incentive  stock  options which shall vest on the one year  anniversary  of this
Agreement  provided you are still  employed.  The exercise  price of the options
shall be fair market value as determined by the  Compensation  Committee for the
Company on the day granted.

     5.2 Severance and Special Pay. If, during the Term, the Company  terminates
Your employment pursuant to a reduction in workforce,  the Company agrees to pay
You special severance pay equal to $(SpecialPay)(less withholdings for taxes and
other  applicable  deductions)  payable  in twelve  equal  monthly  installments
commencing on the last day of the month in which Your  employment was terminated
(as noted above),  and that your stock options described in Subsection 5.1 above
shall become  immediately  vested.  This pay ("Special Pay") shall be instead of
any severance pay You may be granted pursuant to Our typical severance pay plan.
The Company  will  determine  in its  discretion  whether the  termination  is a
reduction in workforce. Generally, the Company will consider a termination to be
a reduction in workforce  if Your job is  eliminated  and You have not refused a
transfer to another  position  commensurate  with your  skills and within  fifty
miles of your then current work  location  (i.e.,  ALX, CHY, MLB, COS, DEN, LAP,
etc.).  You will not be eligible for severance  pay under this  Agreement if (1)
Your employment is terminated for any other reason,  or (2) if You lose Your job
as a result of a merger or  acquisition  or the sale of any or all of the assets
of the  Company  but Your  employment  is  continued  or  reinstated  by the new
organization.

     6. Restrictions on Competition.

     6.1  Noncompetition.  During  your  employment  with the  Company and for a
period of one year  thereafter,  commencing on the date of termination,  whether
such termination is voluntary or involuntary,  with or without good cause shown,
You  agree  that You will  not,  on Your own  behalf  or on  behalf of any other
person,  business or entity:  

          (a) directly or  indirectly  engage in any business that competes with
     the Company's products and services anywhere in the world,

          (b) sell or attempt to sell  products or services of the same  general
     character  provided by the Company to or seek or obtain employment with any
     existing or prospective customer of the Company, regardless of location.

          (c) hire,  solicit,  induce or attempt to hire, solicit or induce away
     any employee/subcontractor or former employee/subcontractor of the Company.
     The previous  restrictions  are not intended to prevent you from working as
     an engineer with software  companies.  The  restrictions  in 6.1(a)/(b) are
     only  intended to apply to any company that is a competitor  or customer of
     the  Company and only  insofar as is  necessary  to protect Our  legitimate
     business interests.

     6.2  Confidentiality.  Except in connection  with the  performance  of Your
duties and responsibilities under this Agreement, You will not at anytime during
or after Your employment with the Company use,  disclose or furnish to any other
person,  business  or  entity  any  confidential  information  belonging  to the
Company. Such information includes, but is not limited to the Company's customer
lists,  customer  contact  persons,  price lists,  trade  secrets,  intellectual
property,  inventions,  innovations,  discoveries,  designs, know-how,  methods,
software,  and any other  confidential  information,  knowledge or  intelligence
relating to the Company's markets,  customers,  products,  pricing,  procedures,
strategies,  formulas,  plans, assets,  liabilities,  costs, revenues,  profits,
organization,  employees  and  business in general.  

     6.3  Inventions.  You shall promptly  disclose to the Company all products,
designs, styles, processes, discoveries, materials, ideas, creations, inventions
and technical or business innovations,  whether or not such items are patentable
or  copyrightable,  that You have made or  conceived  or may  hereafter  make or
conceive,  either  solely or  jointly  with  others  during  the  period of Your
employment  with  the  Company  that  (a)  relate  to  that  business,  work  or
investigations  of the Company to which Your  employment  relates or as to which
You may receive  information due to Your employment,  or (b) that result from or
are  suggested  by any  work  that You may do for the  Company,  or (c) that are
otherwise made through the use of the Company's  time,  facilities or materials.
You hereby  forever  assign,  and hereby  agree to do all such acts and execute,
acknowledge  and deliver all such documents and provide other  assistance,  both
during and  subsequent  to Your  employment,  as may be necessary to vest in the
Company the entire right,  title and interest in and to all said  inventions and
innovations, including all conceivable intellectual property rights and software
and related documentation,  derivative works,  copyrights,  trade marks, service
marks,  trade  dress,  patents,  patent  applications,   know-how,  discoveries,
proprietary  and  confidential  information.  Any written work, such as computer
software or "firm ware" and related  documentation  shall be  considered  a work
made for hire and all  right,  title  and  interest  shall  vest  solely  in the
Company.  

     6.4  Injunctive  Relief.  You  recognize  that  the  foregoing   provisions
concerning  noncompetition,  confidentiality  and  inventions are reasonable and
necessary for the protection of legitimate interests of the Company and that the
Company will be  irreparably  harmed if these  provisions  are not  specifically
enforced.  Accordingly,  in addition to other remedies available at law and loss
or termination  of Special Pay, the foregoing  provisions may be enforced by the
Company by means of a temporary or permanent  injunction,  without  prejudice to
such  damage  rights as may exist.  

     6.5  Survive  Term.  The  provisions  of this  Section  shall  survive  any
termination or expiration of this Agreement.

     7. Dispute  Resolution.  If a legally  cognizable  dispute arises out of or
relates to this Agreement or the breach, termination or validity thereof, or the
compensation, promotion, demotion, discipline, discharge or terms and conditions
of employment of the Employee,  and if said dispute  cannot be resolved  through
direct discussions, the parties agree to try in good faith to settle the dispute
by mediation  administered  by the American  Arbitration  Association  under its
National Rules for the Resolution of Employment Disputes.

     8. Governing Law. This Agreement  shall be governed by the law of the State
of Florida.  

     9.  Severability.  If any  provision  or  part  of any  provision  of  this
Agreement  shall not be valid for any reason,  such provision  shall be entirely
severable  from, and shall have no effect upon, the remainder of this Agreement.

     10. Company's Assignees and Successors. The Company has the right to assign
this Agreement to its successors and assigns and any such successors and assigns
shall  be  entitled  to  all of  the  Company's  rights  hereunder.  

     11.  Entire  Agreement.  This  Agreement  constitutes  the sole and  entire
Agreement  between You and the  Company.  All prior  contracts,  agreements,  or
promises of any kind relating to the employment  relationship of the parties are
hereby canceled and discharged and have no further effect whatsoever.  Except as
specifically  provided herein,  this Agreement can be modified only by a written
agreement duly executed by both of us. 

     12.  No  Restrictions.  You  certify  that  You  have  not  entered  into a
non-compete  agreement or any other  agreement with any party which would in any
way  prohibit or restrict  your  performance  under this  Agreement.  

     13. Plain Meaning.  This Agreement  shall be interpreted in accordance with
the plain  meaning of its terms and not for or against the  drafter.  

     IN WITNESS  WHEREOF,  the parties have  voluntarily  and with  knowledge of
their rights executed this Agreement  retroactively effective as of the 17th day
of December, 1998.

WITNESS:                                    EMPLOYEE:

                                             Signature:/s/
--------------------------                             -------------------------
                                                       (FullName)
                                                        Employee #(EmployeeID)

                                             Date:
                                                  ------------------------------


WITNESS:                                   (CompName)

                                             Signature:/s/ B.R. "Bernie" Smedley
---------------------------                            -------------------------
                                                       B.R. "Bernie" Smedley
                                                       President