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                    REGISTRY MAGIC, INC. EMPLOYMENT AGREEMENT

THIS AGREEMENT between Registry Magic (the "Company") and Bruce Carlsmith (the
"Executive") as of this date Oct. 20, 1999.

1.   For good consideration, the Company employs the Executive on the following
     terms and considerations.

2.   Term of Employment: Subject to the provisions for termination set forth
     below this agreement will begin on October 20, 1999, and shall terminate on
     October 20, 2000 this agreement with automatically renew itself for one
     year until October 20, 2001 unless determined otherwise by the Board of
     Directors subject to provisions for termination set forth in this
     agreement.

3.   Salary: The Company shall pay Executive a salary of $175,000 per year, for
     the services of the Executive, payable semi-monthly. Other salary increases
     shall be determined by agreement of the Board of Directors or a defined
     compensation committee.

4.   Other Compensation and Benefits:

       a)   Bonuses: The Executive may receive such incentive bonus
            compensation, if any, as the Company shall deem appropriate.

       b)   Profit Sharing: The Executive may participate in all corporate
            profit sharing plans when they are defined by the Company.

       c)   Stock and Options: The Executive may receive additional Company
            stock and stock options as the Company shall deem appropriate.

       d)   Health Care: The Company will provide the Executive with family
            medical health coverage per Company policy.

       e)   Benefits, General: The Executive is entitled to participate in any
            executive or Company wide benefit plan as defined by the Company.

       f)   Exercise of Stock Options: During the term of this agreement except
            for Termination for Cause, Executive shall be entitled to exercise
            any options granted to him during the course of employment with
            Company: In the event of Death, Change of Control, Voluntary
            Termination or Non-Renewal, Executive shall have the right to
            exercise all options granted to him prior to the date of termination
            or non-renewal. In the event of death, the options granted to the
            Executive shall be exercisable by the Executive's beneficiary.

5.   Duties and Position: The Company agrees to employee the Executive in the
     capacity of President, Chief Executive Officer, of the Company. The
     Executive's duties may be reasonably modified consistent with his skills
     and experience.

6.   Executive full time: The Executive as Chief Executive Officer will
     participate on a daily basis in the operation of the Company. During the
     term of this employment agreement, given written notice to the Board of
     Directors, the Executive may participate on the Boards of other companies
     not in competition with the Company.

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7.   Confidentiality of Proprietary Information: Executive agrees, during or
     after the term of this employment, not to reveal confidential information,
     trade secrets, business opportunities and proposals, products, methods,
     systems and research, the names and addresses of customers, investors and
     suppliers, prices charged and paid by the Company or its customers, designs
     and specifications, customer files and records, services, operating
     procedures, financial records of the Company and customers, to any person,
     firm, corporation, or entity. Should Executive reveal or threaten to reveal
     this information the Company shall be entitled to an injunction restraining
     the Executive from disclosing same, or from rendering any services to any
     entity to whom said information has been or is threatened to be disclosed.
     The right to secure an injunction is not exclusive, and the Company may
     pursue any other remedies it has against the Executive for a breach or
     threatened breach of this condition, including the recovery of damages from
     the Executive.


8.   Reimbursement of Expenses: The Executive may incur reasonable expenses for
     furthering the Company's business, including expensed for entertainment,
     travel and similar items. The Company shall reimburse Executive for all
     business expenses after the Executive presents an itemized account of
     expenditures, pursuant to Company policy.

9.   Vacations and Holidays: During the term of this employment agreement, the
     Executive shall be entitled to annual paid vacation in accordance with
     standards and procedures established by the Company. In the event that the
     Executive does not take all the vacation to which he is entitled in a year,
     he shall be entitled to carry forward up to two weeks thereof in any one or
     more of the following years of his term. Executive shall be entitled to all
     holidays designated by the Company.

10.  Disability: If Executive cannot perform his duties because of illness or
     incapacity in a period of more than 8 weeks, the compensation otherwise due
     during said illness or incapacity will be reduced by 50%. The Executive's
     full compensation will be reinstated upon return to work. However, if the
     Executive is absent from work for any reason for a continuous period of
     over 6 months, the Company may terminate the Executive's employment. In the
     event of termination the Executive is entitled to any unpaid compensation,
     bonuses, benefits and vacation pro-rated to the date of termination.

11.  Termination of Employment:

     FOR CAUSE: The Company may terminate the Executive without notice or any
     payment or compensation in lieu of notice for cause, which without limiting
     the generality of the foregoing, shall include:

      1)     If there is a repeated failure on the part of the Executive to
             perform the material duties of his position in a competent manner.

      2)     If Executive is convicted of a criminal offense involving fraud or
             dishonesty or any offense similar thereto.

      3)     Fraud or Conversion relative to the Company.

      4)     If the Executive fails to honor his fiduciary duties to the Company
             including without limiting the foregoing, his duty to act in the
             best interests of the Company in a material manner.

      5)     If the Executive or any related person or group makes any personal
             profit arising out of or in connection with a transaction to which
             the Company is party without making disclosure to and obtaining the
             prior written consent of the Board of Directors of excluding
             herefrom any transaction involving profit sharing, increase in the
             value of current shareholdings, share option or share purchase
             plans.

     FOR DEATH:

      1)     This agreement shall terminate without notice upon the Executive's
             death.

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      2)     The Executive's beneficiary shall be entitled to any unpaid
             compensation, bonuses, benefits and vacation pro-rated to the end
             of the month in which the death occurs.

     VOLUNTARY TERMINATION:

      1)     The Executive shall be entitled to compensation, bonuses, benefits
             and vacation pro-rated to the date of termination.

     TERMINATION NOT FOR CAUSE EFFECTIVE ON CHANGE OF CONTROL: Change of Control
     shall mean any change in the holding, direct or indirect shares of the
     Company as a result of which a person or group of persons, are in a
     position to exercise effective control of the Company and do exercise their
     vote contrary to the interests of management. In the event the Executive
     has not been terminated for cause, then upon a Change of Control, if the
     Executive is not re-employed by the new management with salary and benefits
     equal to the current company, then the Executive will be paid the aggregate
     of all unpaid compensation, bonuses, benefits and vacation pro-rated to
     that date in addition to a lump sum payment equivalent to one years salary
     at the Executive's salary as of the termination date.

     NON-RENEWAL: In the event Agreement is not renewed for other reasons than
     Cause, Executive shall be entitled to those rights as if there had been a
     Change of Control.

     COMPANY STOCK AND OPTIONS UPON TERMINATION:  See section 4-f of this
     agreement.

     NOTICE OF TERMINATION: This employment agreement may upon thirty days
     notice at the option of the Executive, be terminated upon the happening of
     any of the following events: Whenever the Executive and the Company shall
     mutually agree in writing to terminate this agreement. Acts of material
     breach of any provision of this agreement.

12.  Restriction on Post Employment Competition: For a period of 12 months after
     the end of employment, the Executive shall not control, consult to or be
     employed by any business similar to that conducted by the Company. In
     addition, for a period of 12 months after the end of employment, the
     Executive will not directly or indirectly solicit or take away any of its
     accounts, customers, employees, or clients. The Executive shall also not
     hold more than 5% of the issued outstanding common stock of a competitor of
     the Company. In the event that the Company imposes the above 12 month
     restriction against such control, ownership, consulting or employment by
     any similar business, the Executive shall be compensated for 12 months
     salary at his current salary level to be paid in full within 30 days of
     termination of employment. The Company may decide to shorten the restricted
     period from 12 months to 6 months, thus lowering the compensation to the
     Executive to 6 months salary. At the option of the Company, section 12
     maybe deemed unnecessary thus requiring no payment to the Executive related
     to this section.


13.  Assistance in Litigation: Executive shall upon reasonable notice, furnish
     such information and proper assistance to the Company as it may reasonably
     require in connection with any litigation in which it is, or may become, a
     party either during or after employment.

14.  Effect of Prior Agreements: This agreement supersedes any prior agreement
     between the Company or any predecessor of the Company and Executive, except
     that this agreement shall not affect or operate to reduce any benefit or
     compensation to the Executive of a kind else- where provided and not
     expressly provided in this agreement.



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15.  Settlement by Arbitration: Any claim or controversy that arises out of or
     relates to this agreement, or the breach of it, shall be settled by
     arbitration in accordance with the rules of the American Arbitration
     Association. Judgment upon the award rendered may be entered in any court
     with jurisdiction in Palm Beach County, Florida. In the event any effort to
     obtain an equitable remedy, such matters shall be determined in a court of
     equity jurisdiction in Palm Beach County, Florida.

16.  Limited Effect of Waiver by Company: Should Company waive breach of any
     provision of this agreement by the Executive, that waiver will not operate
     or be construed as a waiver of further breach by the Executive.

17.  Applicable Law - Severability: This Agreement shall be governed by and
     construed pursuant to the laws of the State of Florida, where it is made
     and executed. If any terms or part of this agreement shall be determined to
     be invalid, illegal, or unenforceable in whole or in part, the validity of
     the remaining part of such term or the validity of any other term of this
     agreement shall not in any way be affected. All provisions of this
     Agreement shall be construed to be valid and enforceable to the full extent
     permitted by law.

18.  Assumption of Agreement by Company's Successors and Assignees: The
     Company's rights and obligations under this agreement will inure to the
     benefit and be binding upon the Company's successors and assignees.

19.  Oral Modifications Not Binding: This instrument is the entire agreement of
     the Company and the Executive. Oral changes shall have no effect. It may be
     altered only by a written agreement signed by the party against whom
     enforcement of any waiver, change, modification, extension or discharge is
     sought.

20.  Company Records: All books, records and documents relating to Company's
     business shall be the permanent property of the Company. The Executive
     shall not be entitled to retain any copies thereof not withstanding his
     participation therein. Unless required by service of legal process, no
     other Company records shall be displaced or delivered to, or any
     information therefrom disclosed, to any person not connected with the
     Company except in strict accordance with the rules of the Company from time
     to time established. The Company shall provide Executive reasonable access
     to all personnel records relating to Executive's employment hereunder. In
     the event of termination of the Executive for any reason, all books,
     records, documents, designs and specifications will be returned to the
     Company.





Signed this 10 day of November, 1999

S/ LARRY COHEN, CHAIRMAN OF THE BOARD
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Company

S/ BRUCE CARLSMITH PRESIDENT AND CEO
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Executive



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