Exhibit 10.15


                                   EMPLOYMENT AGREEMENT


This Employment Agreement (the "Agreement") is dated as of June 11, 1997 between
Exigent International Inc., a Delaware Corporation (the "Company"),  and Bernard
R. Smedley (the "Employee").

WHEREAS,  Company  has  determined  that it would be  desirable  and in the best
interests of Company to employ  Employee,  and Employee wishes to be employed by
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 Chairman and Chief Executive  Officer of
     Company,  at the discretion of the Company's  Board of Directors,  and will
     report to the Board of Directors.

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 Company and Employee, provided that
     in each case the parties shall agree in writing to such  extension 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 TWO
          HUNDRED FIFTY THOUSAND and NO/100 DOLLARS  ($250,000.00)  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  Board of Directors in the event
          that Company  generates  annual revenues equal to or greater than that
          specified in the approved 3-year plan (the "Plan").

     (b)  In addition to the  compensation  provided for in Section  3(a),  as a
          signing bonus,  Employee shall be granted  125,000 options to purchase
          common  shares,  $.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) and (b) above,  Company shall grant to
          Employee  options to purchase an additional  125,000  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 management 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 125,000 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 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 (4) 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)  life  insurance  coverage,  as  follows:  (A) a  "key  man"  life
               insurance  policy in the  amount of  $1,000,000,  which  shall be
               obtained at Company's  expense and shall designate Company as the
               sole  beneficiary  thereof (and Employee agrees as a condition of
               his  employment  that he will  successfully  complete  a physical
               examination  conducted by a physician  of his choice,  or provide
               the  results  of any such  examination  conducted  within the one
               hundred  twenty  (120)  day  period  prior  to the  date  of this
               Agreement to Company),  and (B) a second life insurance policy in
               the amount of  $600,000,  which shall be  obtained  at  Company's
               expense and shall designate any designee  selected by Employee as
               the sole beneficiary thereof, provided that Company shall only be
               obligated to pay premiums required for such policy for so long as
               Employee continues to serve as an employee of Company; (vi) up to
               $10,000 per year for documented,  unreimbursed  medical  expenses
               incurred  by  Employee  or his spouse  that are not  reimbursable
               under other medical insurance plans;

          (vi) 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

          (vii)reimbursement  to  employee  of 75% of his annual dues at the Eau
               Gallie  Yacht  Club  and  100% of  actual  business  expenses  of
               Exigent/STI.

          (viii) 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 the Board of Directors 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
          Chairman  and  Chief  Executive  Officer,   Employee  shall  have  the
          authority  and  responsibility  to  devise  and  implement   corporate
          strategies  and  operations and to supervise and manage all employees.
          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 complete his  obligations  to four
          (4) other  companies  which he was  consulting.  It is understood that
          these  activities are  intermittent  and will be completed within four
          months.  CEO  certifies  that these  entities are  non-competitive  to
          Exigent and its subsidiaries.  That subject to the  Non-Disclosure and
          Non-Competition  Agreement  attached hereto as 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 agreed to execute and deliver to Company a
     Proprietary  Information  and  Inventions  Agreement  in the form  attached
     hereto as Exhibit C.

7.   Non-Disclosure  and  Non-Competition  Agreement.  As  a  condition  to  his
     employment hereunder, Employee agrees to execute and 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" 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 the 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 an  impasse  between  the Board of  Directors  of the
          Company  and  Employee  as  to  corporate  strategies,  marketing,  or
          operational  policies and such impasse leads to a determination by the
          Board of Directors that  Employee's  employment  should be terminated,
          the Company  agrees that  termination  in such  circumstances  will be
          deemed terminated by the Company without "due cause."

     (d)  In the  event  of  termination  by the  Company  pursuant  to  Section
          8(a)(iv),  or Section 8(c) (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.

     (e)  In the  event  of  termination  by the  Company  pursuant  to  Section
          8(a)(iv),  or Section 8(c) (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(f)(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.

     (f)  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(d)  provided any such
          payments  made by Company to Employee  under this Section 8(f) will be
          credited against Company's severance payment obligations.

     (g)  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:

                  Bernard R. Smedley
                  295 Hwy A1A, No. 205
                  Satellite Beach, FL 32937

                  with copy to:

                  Stinespring, Lambert & Associates
                  77 West Washington Street, Suite 1801
                  Chicago, IL 60602
                  Attn: Harry P. Stinespring
                  Fax No. (312) 641-6920

     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,  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/ P. Bradley Walker
                                 -----------------------------------------
                                 Name:  P. BRADLEY WALKER
                                 Title:            COMP COMMITTEE CHAIRMAN


                                 /s/ B. R. Smedley
                                 -----------------------------------------
                                 Bernard R. Smedley

<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 Bernard R. Smedley
("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 125,000
          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
          three (3) 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.

     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/ P. BRADLEY WALKER
                                             ----------------------------------
                                              For:  The Compensation Committee
                                              It's:   Chairman
                                              "The Company"
/S/ DON F. RIORDAN, JR.
----------------------------
Secretary)

( S E A L )

                                             /S/ B.R. SMEDLEY
                                             ----------------------------------
                                              "The Optionee"

<PAGE>
                                   EXHIBIT B
                   DUTIES AND RESPONSIBILITIES OF CEO/CHAIRMAN


This is the chief  executive  officer  for the  overall  company,  with  overall
responsibility  for operating  results and growth of the corporation.  The Chief
Executive  reports  to the Board of  Directors.  Specific  responsibilities  may
include,  but are not  limited to: the  establishment  of  long-range  plans and
goals,  approval of capital projects,  major investor relations,  measurement of
the  performance  of  top   executives,   nomination  of  new  officers  of  the
corporation.

1998 AND 1999 GOALS

     1.   Increase net after tax earning/share year over year

     2.   Facilitate  the   restructuring  of  Exigent  into  a  Commercial  and
          Government entity

     3.   Set strategy and vision for company  embodied in a five-year  business
          plan

     4.   Grow the company to meet 5-year business plan goals

     5.   Meet or exceed profit goals of business plan

     6.   Raise funds for new and existing business

     7.   Provide  professional  leadership  for the board of directors  and the
          companies

     8.   Lead company to be a commercial entity

GOALS AND OBJECTIVES

     Meet corporate financial goals $36M in sales and $1.8M in earnings.

     Meet staffing requirements required to support sales.

     Customer satisfaction rating of at least 80% per feedback survey.

     Improve earnings as a % of sales by at least 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>
                                   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 January 3, 1979.


                                        By:  /S/ DON F. RIORDAN, JR.
                                             ----------------------------------
                                        Name:       DON F. RIORDAN, JR.
                                        Title:      SECRETARY/TREASURER

                                        ACCEPTED AND AGREED TO:

                                        EXIGENT INTERNATIONAL, INC.

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



<PAGE>


                                    EXHIBIT A
                                       To
                           Proprietary Information and
                              Inventions Agreement


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

Gentlemen:

             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,



Name:

<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  Bernard  R.  Smedley,  with a
residence at 295 Hwy A1A, #205, Satellite Beach, FL 32937 ("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 Chairman and Chief Executive 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)  "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:

                  Bernard R. Smedley
                  295 Hwy A1A, #205
                  Satellite Beach, FL 32937

     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.


                                   P. Bradley Walker
                                   --------------------------
                                   Name:  P. BRADLEY WALKER
                                   Title: Compensation Committee Chairman


                                   /s/ B.R. Smedley
                                   --------------------------
                                   Name:   Bernard R. Smedley
                                   Title:  Chairman and Chief Executive 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, B. R. SMEDLEY, hereby acknowledge I have read and fully understand the above
         (Print Name)
policy and agree to comply with all terms,  conditions  and/or  requirements  as
stated.


/S/ B.R. SMEDLEY                             JUNE 11, 1997
--------------------------------             Date
Employee Signature