Exhibit 10.13

                              EMPLOYMENT AGREEMENT


     This  Employment  Agreement (the  "Agreement") is dated as of June 11, 1997
between Exigent  International Inc., a Delaware  corporation (the "Company") and
Jeffrey C. Clift (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  President  and Chief  Operating
     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 ONE
          HUNDRED FORTY-FIVE THOUSAND and NO/100 DOLLARS ($145,000) 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  100,000  shares of the
          common  stock,  $.01 par value per  share,  of  Company  (the  "Common
          Stock"),  at an  exercise  price of $2.25 per share of 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  72,500 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 72,500 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 extend 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
               period 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  President and Chief  Operating  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 at 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:

         Jeffrey C. Clift
         571 Wethersfield Place
         Melbourne, FL  32940

     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  or 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  rights 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


                                  /s/ Jeffrey C. Clift
                                  ------------------------------------
                                  (Employee Signature)