Employment Agreement between United Capturdyne
                     Technologies, Inc., and Mr. Jack Stone

         Agreement made this ______________ day of 2001 by and between United
Capturdyne Technologies, Inc., a Florida corporation (hereinafter called the
"Company") and Jack Stone, an individual (hereinafter called the "Employee")
regarding Employee's employment by Company, Employee's work product, the
confidentiality of materials of Company, Employee's agreement not to compete
with Company, and Employee's provision of Compensation and Benefits.

                                   WITNESSETH:

         The company wishes to employ the Employee and the Employee wishes to
enter into the employ of the Company on the terms and conditions contained in
this agreement.

         WHEREAS, the Company is engaged in transaction processing services;

         WHEREAS, the Company believes that it will benefit from the Employee's
particular and unique skills, experience and background;

         WHEREAS, prior to entering into this written Agreement, the Company and
the Employee agreed to certain terms and conditions, including Employee
agreement to sign an Employment Agreement with a restrictive covenant and
confidentiality provision

         NOW, THEREFORE, in consideration of the facts, mutual promises and
covenants contained herein and intending to be legally bound hereby, the Company
and the Employee agree as follows:

1.  Definitions. As used herein, the following terms shall have the meanings set
    forth below unless the contexts otherwise require:

    (a)   "Base Compensation" shall mean the annual rate of compensation set
          forth in Section 3(a) herein.

    (b)   "Business" shall mean the business conducted by the Company in the
          past and on the date of execution of this Agreement, including
          business activities under investigation or in development stages, all
          other business activities which flow therefrom by a reasonable
          expansion of the present activities of the Company, all business
          activities which may be developed by the Company during the period of
          the Employee's employment by the Company, and all business activities
          now conducted by the Company or any affiliate thereof or which may be
          developed by the Company or such affiliates, during such period as
          reasonable expansions of their present activities.  The Company, in
          very general terms, currently provides custom point of sale
          processing, account management, recurring billing, private label
          credit cards, point of sale check conversion, lock box truncation,
          internet payment processing, frequent shopper and customer incentive
          programs, electronic debit and credit, and electronic gift
          certificates.  The trade names associated with such financial services
          are but not limited to CHECKMAX, ACCOUNTMAX, TRANSMAX, INTERMAX and
          SHARON.

<PAGE>

    (c)   "Cause" shall include, but not be limited to the Employee's:

          (i)   Performance of duties in an incompetent manner;

          (ii)  Commission of any act of fraud, insubordination,
                misappropriation or personal dishonesty relating to or involving
                the Company in any way;

          (iii) Gross negligence;

          (iv)  Violation of any express direction of the Company or any
                material violation of any rule, regulation, policy or plan
                established by the Company from time to time regarding the
                conduct of its employees and/or its Business, if such violation
                is not remedied by the Employee within thirty (30) days of
                receiving notice of such violation from the Company;

          (v)   Violation of any obligation of this Agreement that is
                demonstrably willful and deliberate on the Employee's part and
                is not remedied by the Employee within thirty (30) days after
                receiving notice of such violation from the Company;

          (vi)  Disclosure or use of Confidential Information, as defined in
                Sections 8 (a), (c), (d), and (f), other than as required in the
                performance of the Employee's duties under this Agreement;

          (vii) Actions that are clearly contrary to the best interest of the
                Company and is not remedied by the employee within (30) days
                after receiving notice of such violation from the Company.

    (d)   "Confidential Information" shall have the meaning specified in Section
          8(c) hereof.

    (e)   "Disability" or "Disabled" shall mean the Employee's inability, for a
          period of twelve (12) consecutive weeks, to perform any of the
          essential duties of the Employee's position, with or without any
          reasonable accommodation required by law, due to a mental or physical
          impairment which substantially limits one or more major life
          activities. Due to the nature of the Employee's position, the Employee
          acknowledges that it would be an undue hardship on the Company if the
          time periods specified in the preceding sentence were longer.

2.  Term of Employment.  Company will employ Employee and Employee accepts
    employment upon the terms and conditions specified in this Agreement.  This
    Agreement starts as of the date set forth above and remains in effect for an
    initial period of three (3) years.

    (a)   Office and Duties.


          (i)   The Employee will be employed as the Chief Operating Officer an
                Executive of the Company and will perform the duties of such a
                                      -2-

<PAGE>

                position as assigned by and under the direction of such offers
                of the Company as it may designate from time to time.

          (ii)  So long as the Employee shall remain an employee of the Company,
                the Employee's entire working time, energy, skill and best
                efforts shall be devoted to the performance of his duties
                hereunder in a manner which will faithfully and diligently
                further the business and interests of the Company.  The Employee
                may engage in charitable, civic, fraternal and trade/
                professional association activities that do not interfere with
                the Employee's obligations to the Company, but the Employee
                shall not work for any other for-profit business, unless given
                express written authorization from the Company to do so.  While
                employed by Company, Employee agrees to devote Employee's full
                working time to the affairs of Company Employee shall not work
                as an employee, independent consultant or agent for another
                entity, whether or not during the business hours of Company,
                without the expressed written permission of the Company.

          (iii) The Employee is not permitted or authorized to make or incur any
                liabilities on behalf of the Company or to otherwise obligate
                the Company in any manner whatsoever, unless expressly
                authorized by the Company in accordance with specific
                guidelines.

3.  Base Compensation.

    For all of the service rendered by the Employee to the Company, the Employee
    shall receive, while employed by the Company:

    (a)   Base Compensation at the gross annual rate of "One Hundred Thousand
          Dollars" ($100,000.00) per year, less taxes and other deductions
          required by law. This Base Compensation will be payable in
          installments in accordance with Company's regular payroll practices in
          effect from time to time during Employee's employment. In addition to
          the foregoing compensation, Employee shall receive an annual increase
          of $10,000 which shall be effective on the anniversary of the signing
          of this Agreement and each subsequent anniversary for the term of this
          Agreement.

    (b)   In addition to the foregoing compensation, Employee may be eligible to
          receive bonuses as designated by the Chief Operating Officer of the
          Company or Company's Board of Directors.

    (c)   The Employee agrees and acknowledges that his employment by the
          Company is full, adequate and sufficient consideration for the
          restrictions and obligations set forth in Sections 7 and 9 of this
          Agreement.

    (d)   Stock Options.  Concurrently with the execution and delivery of this
          Agreement by the Employee, the Company will grant the Employee

                                      -3-

<PAGE>

          options for forty thousand (40,000) shares of the Company's common
          stock at a purchase price of $0.26 per share.  In addition to the
          foregoing stock options, the Company will grant the Employee options
          for forty thousand (40,000) shares at a purchase price of $0.26 per
          share on each subsequent anniversary following the signing of this
          Agreement.  All options which have been granted to the Employee may be
          restricted for a period of one year and may be executed by the
          Employee at anytime at the discretion of the Employee.  The options
          shall have an expiration date of ___________-- years following the
          date they are granted to the employee and shall remain with the
          Employee during the term of this Agreement and following the
          termination of this Agreement.

4.  Fringe Benefits.

    (a)   The Company will reimburse for all reasonable and necessary expenses
          incurred by the Employee in connection with the performance of the
          Employee's duties hereunder upon receipt of documentation therefore in
          accordance with the Company's regular reimbursement procedures and
          practices in effect from time to time. The Company, from time to time,
          may require prior approval for individual expense items in excess of
          pre-established aggregate amounts for a fixed period or in excess of
          pre-established amounts for any type of expenditure during any fixed
          period.

    (b)   The Employee shall be eligible to participate in any life, accident or
          disability insurance, retirement plan(s) or other benefit plans or
          programs, if any, made available to other similarly situated employees
          of the Company, as long as the plans and/or programs are kept in force
          by the Company and provided that the Employee meets the eligibility
          requirements and other terms, conditions and restrictions of the
          respective plans and programs. The Employee acknowledges and agrees
          that the Company does not promise to institute or maintain any such
          plans, programs or benefits.

    (c)   The Company will pay for the employee and immediate family portion of
          the premium under the Company's group medical insurance plan for as
          long as the Company employs the Employee.

    (d)   The Employee shall be entitled to (8) paid holidays (the eight (8)
          days must be taken on the eight (8) days on which the holiday falls or
          when Company's office officially observes the holiday and six (6) paid
          stock/personal days per calendar year.

    (e)   The Employee shall be entitled to three (3) weeks of paid vacation
          during each calendar year. Vacation time will accrue at a rate of
          0.2884 days per week. The Employee shall take vacations at such time
          or times as shall be approved by the Company, which approval shall not
          be unreasonably withheld.

                                      -4-

<PAGE>

5.  Termination.

    (a)   Death.  The Term of the Employee's employment hereunder shall
          terminate immediately upon his death.

    (b)   Disability. The Company may terminate the Employee's employment if he
          is disabled as defined in Section 1(e). While the Employee is employed
          during any periods of the Employee's inability to work due to the
          Employee's Disability, the Employee will be eligible to receive his
          Base Compensation provided that the Employee (i) first takes all his
          unused paid time off (i.e., sick/personal and vacation days) and (ii)
          provides the Company with medical certification, whenever the Company
          reasonably requests, confirming his inability to work on the specific
          day(s) of his absence.

    (c)   Cause.  The Company may terminate the Employee's employment hereunder
          for Cause, as defined in 1(c).

    (d)   Any and all disputes regarding whether the Employee's discharge is
          with or without Cause, as determined by this Agreement, will be
          resolved by arbitration to be held in Ft. Lauderdale, FL in accordance
          with the Employment Dispute Resolution Rules of the American
          Arbitration Association then in effect.

    (e)   Termination of the Employee's employment pursuant to this Section 6
          shall release the Company of all its future liabilities and
          obligations under this Agreement, except as otherwise expressly
          provided herein. Termination of the Employee's employment pursuant to
          this Section shall not, however, release the Employee from the
          Employee's obligations and restrictions as stated in Sections 7 and 8
          of this Agreement.

6.  Post-Termination Compensation.

    (a)   If the Employee's employment shall be terminated in accordance with
          this Agreement, the Company shall have no obligation whatsoever to
          make any further payments or provide any further benefits hereunder
          for any period subsequent to the date of such termination to the
          Employee or his surviving spouse, as the case may be, unless otherwise
          provided in the following provisions of this Section 6.

    (b)   If the Employee's employment shall be terminated in accordance with
          this Agreement, the Employee or his surviving spouse, as the case may
          be, will receive the Employee's Base Compensation for any days
          actually worked by the Employee prior to the termination of his
          employment.

    (c)   If the Employee's employment is terminated by reason of the Employee's
          death or Disability, then the Employee or the Employee's surviving
          spouse, as the case may be, shall also be eligible to receive an
          additional three (3) months of the Employee's Base Compensation, as
          determined by the Employee's Base Compensation as of the Employee's
          termination date, less amounts payable, if any, under the Company paid

                                      -5-

<PAGE>

          insurance, benefit plan or policy under which the Employee was covered
          at the time of termination, including but not limited to any workers
          compensation payments and/or any death or disability insurance
          payments (due employee under the Company-paid plans/policies) made to
          the Employee and/or the Employee's surviving Spouse, as the case may
          be, due to the Employee's disability or death. Such payment shall be
          made in periodic installments in accordance with the then current
          payroll practices of the Company or in one lump sum, based on the
          Company's sole discretion.

    (d)   All fringe benefits described in Section 4 will terminate on the last
          day of the month in which the Employee's employment is terminated,
          unless stated otherwise within this Agreement or unless the plan
          document(s)/insurance contracts require an earlier termination date.
          The plan document(s)/insurance contracts shall govern if there is any
          conflict between this Agreement and the applicable plan document(s)/
          insurance contracts.  In particular, the Employee's eligibility to
          continue to participate in the Company's group health insurance plan
          following the termination of such insurance coverage upon the
          termination of his employment will be pursuant to applicable law,
          subject to all applicable eligibility requirements and other terms,
          conditions, restrictions and exclusions, and shall be at the
          Employee's sole expense, effective on the first day of the month
          following the month in which the Employee's employment terminates.

7.  The Company Property.  All advertising, sales, marketing, recruiting and
    other materials or articles or information, including without limitation
    data processing reports, computer programs, software, prospective and actual
    customer/client information and records, billing rates, all business
    records, employee handbook and/or policies, price lists or related
    information, or any other materials or data of any kind furnished to the
    Employee by the Company or developed by the Employee on behalf of the
    Company or at the Company's direction or for the Company's use or otherwise
    in connection with the Employee's employment hereunder (whether or not the
    information contained herein is deemed confidential), are and shall remain
    the sole property of the Company, including in each case all copies thereof
    in any medium, including computer tapes and other forms of information
    storage.  If the Company requests the return of such materials at any time
    during or at or after the termination of the Employee's employment, the
    Employee shall deliver all such materials immediately, retaining no copies,
    of the same to the Company.

8.  Non-Competition, Confidentiality and Assignment of Inventions.

    (a)   For so long as the Employee shall be employed by the Company and for a
          period of six (6) months thereafter, the Employee shall not, for his
          own benefit or the benefit of any other person or entity, directly or
          indirectly, in any capacity (as an employee, officer, director,
          shareholder, partner, agent, principal, independent contractor, owner
          or otherwise) (i) induce or attempt to induce any employee or
          independent contractor of the Company to terminate his or her
          employment or other relationship with the Company; (ii) hire any
          employee or independent contractor ever employed or engaged by the
          Company; (iii) divert, solicit or do any business with any current,
          Former or Potential Customer(s)/Client(s) of the Company; (iv) cause

                                      -6-

<PAGE>

          or attempt to cause any current, Former or Potential Customer(s)/
          Client(s) to refrain from doing business with the Company or to reduce
          the amount of business they do with or give to the Company or
          (v) engage in (as a principal, shareholder, partner, director,
          officer, agent, independent contractor, employee, consultant or
          stockholder who owns greater than five percent 5%) of the outstanding
          shares of stock, or in any other capacity) or be financially
          interested in any business operation which is involved in Business
          activities which are the same as, similar to or in competition with
          Business activities carried on by the Company, or being definitely
          planned by the Company at the time of the termination of the
          Employee's employment, if such business operation (a) is located,
          (b) conducts any Business activities which are the same as, similar to
          or in competition with the Company's Business activities or (c) has an
          office or premises, within 75 miles of the Company's office in Ft.
          Lauderdale or in any other location in North America where the Company
          has an office, may hereafter establish an office or offices, where the
          Employee has any involvement with the Company's business and affairs
          in any such other location(s) during the six (6) month period
          immediately preceding the termination of the Employee's employment by
          the Company (irrespective of whether the Company or the Employee
          terminated such employment or whether such termination was with or
          without Cause).  The term "Former Customer(s)/Client(s)" includes all
          Customer(s)/Client(s) of the Company within the six (6) month period
          immediately preceding the Employee's termination of employment by the
          Company.  The term "potential Customer(s)/Client(s)" includes any
          prospects from which the Company solicited business during the six (6)
          month period immediately preceding the termination of the Employee's
          employment by the Company.  Furthermore, the Employee shall receive
          compensation for the duration of the term of the non-compete equal to
          the Employee's base salary as determined by the terms and conditions
          of this Agreement.

    (b)   The Company's most current list of clients can be obtained from the
          Office Manager. The Company will update such list from time to time
          when appropriate.

    (c)   During the Employee's employment and at all times thereafter, the
          Employee shall not use for the Employee's personal benefit, or
          disclose, communicate or divulge to, or use for the direct or indirect
          benefit of any person, firm, association, company, other than the
          Company, any confidential information and/or proprietary information
          (collectively "Confidential Information") which the employee acquires
          in the course of his employment which is not otherwise lawfully known
          by and readily available to the general public.  This Confidential
          Information includes, but is not limited to, any information regarding
          the Company's business methods, policies, procedures or techniques;
          pricing information and strategy; customer purchasing, contracting and
          leasing needs; inventions, including discoveries, improvements or
          ideas, whether potential or not; research, marketing or development
          projects, results or studies; financial controls, methods of
          development bids, estimates, direct and indirect costs; employee
          compensation information; trade secrets or other knowledge or

                                      -7-

<PAGE>

          processes of or developed by the Company; any names and addresses of
          employees, suppliers, customers or clients; any data on or relating to
          past, present or prospective customers or clients and any other
          confidential information relating to or dealing with the business
          operations or activities of the Company, made known to the Employee or
          learned or acquired by the Employee while in the employ of the
          Company.

    (d)   Any and all writings, inventions, improvements, processes, procedures
          and/or techniques which the Employee may make, conceive, discover or
          develop, either solely or jointly with any other person or persons, at
          any time during the term of this Agreement, whether or not during
          working hours and whether or not at the request or upon the suggestion
          of the Company, which relates to or are useful in connection with any
          Business now or hereafter carried on or contemplated by the Company,
          including developments or expansions of its present fields of
          operations, shall be the sole and excusive property of the Company.
          The Employee shall make full disclosure to the Company of all such
          writings, inventions, improvements, processes, procedures and
          techniques, and shall do everything necessary or desirable to vest the
          absolute title thereto in the Company.  The Employee shall write and
          prepare all specifications and procedures regarding such inventions,
          improvements, processes, procedures and techniques and otherwise aid
          and assist the Company so that the Company can prepare and present
          applications for copyright or Letters Patent therefor and can secure
          such copyright or Letters Patent wherever possible, as well as
          reissues, renewals, and extensions thereof and can obtain the record
          title to such copyright or patents so that the Company shall be the
          sole and absolute owner thereof in all countries in which it may
          desire to have copyright or patent protection.  The Employee shall not
          be entitled to any additional or special compensation or reimbursement
          regarding any and all such writings, inventions, improvements,
          processes, procedures and techniques.

    (e)   The Employee confirms that the information described in Sections 8(c)
          and (d) above is confidential and constitutes the exclusive property
          of the Company, and agrees that, immediately upon her termination,
          whether by the Employee or by the Company and whether during the term
          of this Agreement or subsequent to the expiration or termination of
          this Agreement, the Employee shall deliver to the Company all
          correspondence, documents, books, records, lists and other writings
          relating to the Company's Business, retaining no copies, regardless of
          where or by Whom said writings were kept or prepared.

    (f)   The provisions set forth in Section 7 and Section 8 of this Employment
          Agreement shall survive the termination of the Employee's employment.

    (g)   The Employee agrees and acknowledges that her employment is full,
          adequate and sufficient consideration for the restrictions and
          obligations set forth in Sections 7 and 8 of this Agreement and that,
          but for the Employee's agreement to such restrictions and obligations,
          the Company would not engage him as an employee or otherwise.

                                      -8-

<PAGE>

9.  Miscellaneous.

    (a)   Indulgences, Etc. Neither the failure nor any delay on the part of
          either party to exercise any right, remedy, power or privilege under
          this Agreement shall operate as a waiver thereof, nor shall any single
          or partial exercise of any right, remedy, power or privilege preclude
          any other or further exercise of the same or of any other right,
          remedy, power or privilege, nor shall any waiver of any right, remedy,
          power or privilege with respect to any occurrence be construed as a
          waiver of such right, remedy, power or privilege with respect to any
          other occurrence.

    (b)   Controlling Law. This Agreement and all questions relating to its
          validity, interpretation, performance and enforcement (including,
          without limitation, provisions concerning limitations of actions),
          shall be governed by and construed in accordance with the internal
          substantive laws of the Commonwealth of Florida, notwithstanding any
          conflict-of-law doctrines of such jurisdiction to the contrary, and
          without the aid of any canon, custom or rule of law requiring
          construction against the draftsman.

    (c)   Notices. All notices, requests, demands and other communications
          required or permitted under this Agreement shall be in writing and
          shall be deemed to have been duly given, made and received only when
          hand-delivered against receipt or when deposited in the United States
          mail, registered or certified mail, postage prepaid, return receipt
          requested, addressed in the case of the Company to United Capturdyne
          Technologies, 1001 N.W. 62 Street, Ft. Lauderdale, FL 33309 and in the
          case of the Employee, to Jack Stone, 3268 Beechberry Circle, Davie, FL
          33328.

    (d)   Binding Nature of Agreement.  This Agreement shall be binding upon the
          Company and shall inure to the benefit of the Company and its
          successors and assigns, including any transferee of the business
          operation, as a going concern, in which the Employee will be employed
          and shall be binding upon the Employee, the Employee's heirs,
          executors and personal representatives.  None of the rights or
          obligations of the Employee hereunder may be assigned or delegated.
          Any entity into which the Company is merged or with which the Company
          is consolidated or which acquires the Business of the Company or the
          Business unit in which the Employee is to be principally employed
          shall be deemed to be a successor of the Company for purposes hereof.
          Should the Company become insolvent or file bankruptcy the Employee
          at his option may determine that this Agreement is null and void and
          Employee is thereby released from all obligations under this
          Agreement.

    (e)   Execution in counterparts. This Agreement may be executed in any
          number of counterparts, each of whom shall be deemed to be an original
          as against any Party whose signature appears thereon, and all of which
          shall together constitute one and the same instrument.

                                      -9-

<PAGE>

    (f)   Provisions Separable. The provisions of this Agreement are independent
          of and separable from each other, and no provision shall be affected
          or rendered invalid or unenforceable by virtue of the fact that for
          any reason any other or others of them may be invalid or unenforceable
          in whole or in part.

    (g)   Entire Agreement. This Agreement contains the entire understanding
          between the parties hereto with respect to the subject matter hereof,
          and supersedes any and all prior and contemporaneous agreements and
          understandings, inducements or conditions, express or implied, oral or
          written, except as herein contained. The express terms hereof control
          and supersede any course of performance, negotiations and/or usage of
          the trade inconsistent with any of the terms hereof. This Agreement
          may not be modified or amended other than by a mutual Agreement of the
          parties, in writing, signed by the Employee and the Company.

    (h)   Section Headings.  the Section headings in this Agreement are for
          convenience only; they form no part of this Agreement and shall not
          affect its interpretation.

    (i)   Jurisdiction of Courts.  Any legal suit, action, claim, proceeding or
          investigation arising out of or relating to this Agreement may be
          instituted in any state or federal court in the Commonwealth of
          Florida and each of the parties hereto waives any objection which such
          party may now or hereafter have to such venue of any such suit,
          action, claim, proceeding or investigation, and irrevocably submits to
          the jurisdiction of any such court.  Any and all service of process
          and any other notice in any such suit, action, claim, proceeding or
          investigation shall be effective against any party if given by
          registered or certified mail, return receipt requested, or by any
          other means of delivery which requires a signed receipt, postage
          prepaid, mailed to such party as herein provided. Nothing herein
          contained shall be deemed to affect the right of any party to serve
          process in any manner permitted by law or to commence legal
          proceedings or otherwise proceed against any other party in any
          jurisdiction.

    (j)   Survival. The provisions of Sections 7 and 8 shall survive termination
          of the Employee's employment, as well as this Agreement and such
          Sections shall remain in full force and effect thereafter in
          accordance with their terms.

    (k)   Employee Representation. The Employee acknowledges and agrees that his
          execution of this Employment Agreement is an express condition
          precedent to his employment by the Company. The Employee further
          acknowledges and agrees that he has had ample opportunity to review
          the terms and conditions of this Employment Agreement with attorneys
          and other advisors of his choosing and that he fully understands the
          terms and conditions hereof, particularly the provisions of Sections 7
          and 8. The Employee agrees that he is voluntarily entering into this
          Employment Agreement of his free will and accord in order to secure
          employment by the Company.

                                      -10-
<PAGE>



         IN WITNESS WHEREOF, the parties have duly executed and delivered this
Employment Agreement as of the date first above written.


United Capturdyne Technologies, Inc.        VoiceFlash Networks, Inc.


By:                                         By:
   ---------------------------------            ----------------------------

Title:                                      Title:
      ------------------------------               -------------------------


THE EMPLOYEE:

Jack Stone, individually



------------------------------------





                                      -11-