<PAGE>


                                                                   EXHIBIT 10.13
                              EMPLOYMENT AGREEMENT


        THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
the 15th day of May, 2001, by and between SmartGate Inc., a Nevada
corporation, (the "Company") and William W. Dolan ("Employee").

                                    RECITALS:

        WHEREAS, the Company and the Employee are desirous of setting forth in
this definitive Employment Agreement their respective rights and obligations in
respect to Employee's employment with the Company.

        NOW, THEREFORE, in consideration of Employee's employment or continued
employment by the Company and in consideration of the mutual promises in this
Agreement, and for additional good and valuable consideration, the receipt and
sufficiency of which is acknowledged by the parties hereto, the Company and the
Employee agree as follows:

        1.    EMPLOYMENT AND TERM. On the terms and subject to the conditions of
this Agreement, the Company agrees to employ the Employee and the Employee
accepts such employment. Employee's employment under this Agreement shall
commence on the date hereof, and shall continue in effect for a period of five
years from the date hereof and it shall terminate at the end of said five-year
period ("Termination Date"), unless earlier terminated or continued by the
parties pursuant to Paragraph 6 hereinbelow.

        2.    DUTIES. The Employee is employed by the Company to perform the
Duties specified from time to time by the President and as set forth on Exhibit
"A" which is attached hereto, incorporated herein and made a part hereof
("Duties").

        3.    COMPENSATION. As compensation for Employee performing the Duties,
the Company shall pay Employee the compensation, as set forth on Exhibit "B"
which is attached hereto, incorporated herein and made a part hereof
("Compensation").

        4.    VACATIONS. Employee shall be entitled each year to a vacation as
provided in Exhibit "B", during which time Employee's Compensation shall be paid
in full.

        5.    FRINGE BENEFITS AND REIMBURSEMENT OF EXPENSES.

              a.    Employee shall be entitled to participate in any group plans
or programs maintained by the Company, if any, such as health insurance or other
related benefits as may be in effect from time to time and offered to the other
Employees of the Company ("Benefits").

              b.    The Company will reimburse Employee for Employee's out-of-
pocket expenses for entertainment, travel, and similar expenses reasonably
incurred by Employee in the performance of Employee's Duties hereunder
("Expenses") provided such Expenses are consistent with policy and budgets
established by the Board of Directors from time to time. The Employee shall
provide an itemized account of such Expenses, itemizing such Expenses in
reasonable detail, and reimbursement for Expenses approved by the Board of
Directors or its designated officer shall be made in a reasonable time following
the Employee's delivery of the itemized account.

<PAGE>


                                                                              2


              c.    The Company shall provide Employee an automobile allowance
as provided in Exhibit "B", plus reimbursement for auto insurance and for actual
gasoline expenses for Company business.

        6.    Termination of Employment.

              6.1   The Company shall have no right or entitlement under any
circumstances to terminate this Agreement except in accordance with the
provisions of this Section 6. Prior to the end of the term of this Agreement,
the Company may only terminate this Agreement as follows: (i) in the event of
Employee's death with termination only in accordance with the provisions of
Paragraph 6.2; or (ii) at the election of the Company in accordance with Section
6.3, provided that the Company fully and completely satisfies the obligation to
pay the Severance Package Compensation provided for in Section 6.3.

              6.2   In the event of Employee's death, this Agreement will
terminate. The Company shall pay to Employee's estate or as otherwise designated
by Employee, the following death benefit: (a) a fully paid life insurance
policy with a death benefit in the amount of $1,000,000; or (b) should the
Company fail to have such a life insurance policy in effect as provided in
subsection (a), an amount equal to the base salary to Employee for a period of
five years, which may be paid at the same intervals as the compensation would
have been paid had the employment not been terminated.

              6.3   Prior to the Termination Date, the Company may, upon 30 days
written notice to the Employee, immediately thereafter terminate the Employee's
employment for any reason and without regard to cause. In the event of such
termination, the Company shall pay to Employee, a severance package consisting
of the Compensation (as set forth on Exhibit "B") and Benefits as described in
Paragraph 5 hereinabove (jointly referred to as the "Severance Package
Compensation"), which would have been due and owing to Employee during the
five-year period following the date of such Termination ("Severance Payment
Period"). The Severance Package Compensation shall be paid during the Severance
Payment Period at the same intervals as the Compensation and Benefits would have
been paid had the employment not been terminated.

              6.4   Prior to the Termination Date, the Employee may, upon 30
days written notice to the Company, terminate Employee's employment with the
Company, and in such event, Employee shall not be entitled to any Compensation
or Severance Package Compensation following the date of such termination.

              6.5   In the event this Agreement is not terminated prior to its
Termination Date, as set forth hereinabove in this Paragraph 6, then in such
event this Agreement shall terminate upon the Termination Date. Notwithstanding
the foregoing, if the Company is profitable as determined by the Company's
auditors, based upon generally accepted accounting principles consistently
applied during the 12 month period immediately prior to the end of the term of
this Agreement, this Agreement shall automatically be renewed for an additional
five-year term, all pursuant to the terms and conditions of this Agreement.

        7.    NON-COMPETITION. Simultaneously with his execution of this
Agreement, Employee shall execute a Covenant Not to Compete Agreement with the
Company, as set forth on Exhibit "C" which is attached hereto, incorporated
herein and made a part hereof.




<PAGE>

                                                                              3



              8.    CONFIDENTIALITY/WAIVER OF INTEREST. Simultaneously with the
execution of this Agreement, Employee shall execute a Confidentiality/Waiver of
Interest Agreement with the Company, as set forth on Exhibit "D" which is
attached hereto, incorporated herein and made a part hereof.

              9.    NOTICES. Any notice provided for in this Agreement must be
in writing and must be either personally delivered or mailed by certified mail,
return receipt required, to the recipient at the address indicated below:

    To the Company:                       To the Employee:
    SmartGate, Inc.                       William W. Dolan
    4400 Independence Court               4400 Independence Court
    Sarasota, FL 34234                    Sarasota, FL 34234


or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party.

              10.   SEVERABILITY. In the event that any provision of this
Agreement shall be held to be unreasonable, invalid, or unenforceable for any
reason whatsoever, the parties agree that: (i) such invalidity or
unenforceability shall not affect any other provision of this Agreement and the
remaining covenants, restrictions, and provisions hereof shall remain in full
force and effect; and (ii) any court of competent jurisdiction may so modify the
objectionable provision as to make it valid, reasonable, and enforceable, and
such provision, as so modified, shall be valid and binding as though the
invalid, unreasonable, or unenforceable portion thereof had not been included
therein.

              11.   COMPLETE AGREEMENT. This Agreement contains the entire
agreement of the parties and supersedes and preempts any prior understandings,
agreements or representations between Employee and the Company regarding the
employment of Employee.

              12.   COUNTERPARTS. This Agreement may be simultaneously
executed in two counterparts, each of which shall be an original, and all of
which shall constitute but one and the same instrument.

              13.   CHOICE OF LAW. This Agreement shall be governed by and
construed in accordance with the laws of the state of Florida, with venue in
Sarasota County, Florida.

              14.   ATTORNEY'S FEES. In the event that either party to this
Agreement shall be forced to retain the services of any attorney to enforce any
of the provisions hereof, than the prevailing party in any ensuing litigation
shall be entitled to recover from the non-prevailing party the prevailing
party's reasonable attorney's fees, court costs or other expenses of litigation,
whether incurred at trial or upon appeal.

              15.   AMENDMENTS/WAIVERS. This Agreement may only be modified,
amended, or waived by a writing duly authorized and executed by all parties.

              16.   PERMITTED ACTIVITIES. It is acknowledged that Employee is
engaged in other business activities and has other employment relationships. The
Company expressly permits Employee to engage in current and future business and
employment activities at the discretion of Employee, which are in addition to
the employment of Employee by the Company without any further

<PAGE>

                                                                              4



approval or consent by the Company and Employee is entitled to earn and retain
compensation as a result of such additional employment relationships or business
activities. In furtherance of the foregoing and not in limitation thereof, it is
expressly acknowledged and agreed by the Company that Employee is an employee,
and/or officer, and/or director and/or stockholder of Radio Metrix, Inc., and
New Freedom, Inc., entities which have or may in the future have license
agreements or sublicense agreements with Radio Metrix, Inc. and other entities,
some of which have or may have business or financial relationships with the
Company, SmartGate, L.C., Radio Metrix, Inc. or other entities. Potential
conflicts of interest resulting from Employee's relationship with such entities
are hereby waived by the Company and the continued relationship and involvement
of Employee in such entities is expressly permitted.

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

      THE COMPANY:                               EMPLOYEE:
      SmartGate Inc.

By:   /s/ STEPHEN A. MICHAEL                     /s/ WILLIAM W. DOLAN
      --------------------------                 ---------------------------
      Stephen A. Michael                         William W. Dolan
      President







<PAGE>



                                   EXHIBIT "A"

                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                                 SMARTGATE INC.
                                       AND
                                WILLIAM W. DOLAN





        In accordance with Paragraph 2, Employee shall perform the following
duties:

        All duties associated with serving as General Counsel, Secretary and
Industry Liaison.






<PAGE>







                                   EXHIBIT "B"

                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                                 SMARTGATE INC.
                                       AND
                                WILLIAM W. DOLAN


        In accordance with Paragraph 3, Employee shall be paid the following
Compensation payable as set forth below:

        1. $80,000 annual base salary, payable monthly in two increments (less
customary withholding for federal and state employment taxes). In six months the
Employee's annual base salary shall be increased to an amount deemed appropriate
by the Board of Directors. Thereafter, at least annually, the Board of Directors
shall review the base salary for increase based upon performance of the Company;

        2. $400 per month car allowance;

        3. Six weeks vacation.

        4. A bonus as determined from time to time by the Company's Board of
Directors. The Company's Board of Directors shall, at least annually, review and
declare a bonus to Employee based upon the performance of the Company. It is
anticipated by the parties that, based upon the performance of the Company,
bonus compensation will constitute a significant part of Employee's overall
compensation from the Company.








<PAGE>





                                   EXHIBIT "C"



                             Covenant Not to Compete



<PAGE>

                             COVENANT NOT TO COMPETE
                                 SMARTGATE, INC.

        This Covenant Not to Compete is made and entered into by and between
SmartGate, Inc., a Nevada corporation (hereinafter referred to as the
"Company"), and William W. Dolan (hereinafter referred to as the "Second
Party").

                                    RECITALS:

        WHEREAS, the Company is in the business of developing, manufacturing and
marketing safety systems for closure devices based upon proprietary technology
licensed by Radio Metrix Inc. to SmartGate, L.C., a Florida limited liability
company; and

        WHEREAS, Second Party is an employee of the Company; and

        WHEREAS, Second Party acknowledges that the Company's business
activities extend throughout the world; and

        WHEREAS, Second Party acknowledges that through such consulting or
employment he has and/or will acquire a special knowledge of the processes,
technologies, drawings, designs and methods of manufacture of the Company's
products; and the clients, accounts, business lists, prospects, records,
corporate policies, operational methods and techniques and other useful
information and trade secrets of the Company (hereinafter all collectively
referred to and defined as "Confidential Information"); and

        WHEREAS, Second Party acknowledges that the Company's legitimate
business interests include the Confidential Information and the Company's
customer goodwill (hereinafter referred to and defined as the "Company's
Legitimate Business Interests") and that the Company's Legitimate Business
Interests would be harmed if Second Party engaged in competitive activities with
the Company anywhere in the United States of America; and

        WHEREAS, the Company and Second Party, pursuant to the provisions of
Florida Statute 542.33 and 542.335 and the provisions of this Agreement, wish to
enter into an agreement as embodied herein whereby Second Party will refrain
from owning, managing, or in any manner or capacity working for a business
conducting business activities which are similar to or competitive with those of
the Company as defined herein and from soliciting customers of the Company and
employees of the Company for competitive purposes as defined herein during
Second Party's employment with the Company and during the period of five years
after Second Party's cessation of employment with the Company in the
geographical location of anywhere within the United States of America.

        NOW, THEREFORE, in consideration of the premises and the respective
covenants and agreements of the parties herein contained, and for additional
good and valuable consideration the receipt and sufficiency of which is
acknowledged by the parties, including, but not limited to, the Second Party's
employment with the Company and the continuation of the Second Party's
employment with the Company, the parties mutually agree as follows:

        1.    CONFIRMATION OF RECITALS - The foregoing recitals are true and
correct and are hereby ratified and confirmed by the parties and made an
integral part of this Agreement; as such, the recitals shall be used in any
construction of this Agreement, especially as it relates to the intent of the
parties.

        2.    DEFINITION OF COMPETITION -- For purposes of this Agreement
"competition" shall mean the manufacture or sale of safety systems or devices to
prevent strikes, damage, injury or entrapment from the movement of a closure
device. Closure devices include, but not by way of




<PAGE>


limitation, powered gates, powered doors, parking gates, swinging gates, sliding
gates, automatic doors, residential and commercial garage doors and elevator
doors. Notwithstanding the foregoing, competition does not include any device,
sensor or system that is not primarily intended to prevent a strike, damage,
injury or entrapment from a moving closure device. Specifically, but not by way
of limitation, the term "competition" does not include proximity sensing,
anti-theft sensing, barrier sensing, perimeter sensing, security sensing,
contact avoidance, presence recognition or other sensing applications whose
primary intended purpose is other than to prevent a strike, damage, injury or
entrapment from a moving closure device, notwithstanding that an incidental or
secondary benefit may be to prevent a strike, damage, injury or entrapment. The
term "competition" does not include any employment or other relationships or
activities of Second Party which are permitted by the Employment Agreement
between the Company and Second Party.

        3.    NON-COMPETE - The Second Party will not do, or intend to do, any
of the following, either directly or indirectly, during Second Party's
employment with the Company and during the period of five (5) years after Second
Party's cessation of employment with the Company, anywhere within in the United
States of America:

              a.    Own, manage, operate, control, consult for, be an officer or
director of, work for, or be employed in any capacity by any company or any
other business, entity, agency or organization which conducts operations or
activities that are in competition, as defined herein, with those of the
Company; or

              b.    Solicit prior or current customers of the Company for any
purpose in competition (as defined herein) with the Company; or

              c.    Solicit any then current employees employed by the Company
without the Company's consent.

                    The Second Party and Company agree that the phrase "Second
Party's cessation of employment with the Company" as used in this Agreement,
refers to any separation of Second Party from his employment at the Company
either voluntarily or involuntarily, either with cause or without cause, or
whether the separation is at the behest of the Company or the Second Party
(hereinafter referred to and defined as "Second Party's Cessation of
Employment"). For purposes of this Agreement and for purposes of determining
activity which is covered by the non-compete provisions of this Agreement,
Second Party's Cessation of Employment shall not include non-voluntary
termination of employment by the Company unless all severance obligations of the
Company are being fully and completely honored and satisfied by the Company. In
the event that the Company involuntarily terminates Second Party's employment
and fails to fully and completely honor and satisfy the severance provisions,
this Covenant Not to Compete shall be non-enforceable even though Second Party
may fully pursue and enforce his rights and entitlement to the severance package
as provided in the Employment Agreement.

                    The Employment Agreement between Second Party and the
Company expressly authorizes and permits Second Party to continue in or enter
into employment and ownership relationships with other entities including, but
not limited to Radio Metrix, Inc., New Freedom, Inc., and other entities which
may have or subsequently have licenses or sublicenses from Radio Metrix, Inc.
for applications other than the primary application of preventing a strike,
damage, injury or entrapment from a moving closure device. Entering into and
carrying out such employment and ownership relationships permitted by the
Employment Agreement between the Company and Second Party shall




                                        2



<PAGE>

not be deemed to be a violation of this Covenant Not to Compete. Furthermore,
such companies, by virtue of an employment or ownership relationship with Second
Party, shall not be deemed to have participated in any violation or breach of
this Agreement.

        4.    INJUNCTION AND DAMAGES - Second Party agrees that this Agreement
is important, material, confidential, and gravely effects the effective and
successful conduct of the business of the Company, and it effects its reputation
and good will and is necessary to protect the Company's Legitimate Business
Interests. Second Party recognizes and agrees that the Company will suffer
irreparable injury in the event of Second Party's breach of any covenant or
agreement contained herein and cannot be compensated by monetary damages alone,
and Second Party therefore agrees that the Company, in addition to and without
limiting any other remedies or rights that it may have, either under this
Agreement or otherwise, shall have the right to obtain injunctive relief, both
temporary and permanent, against the Second Party from any court of competent
jurisdiction. Second Party further agrees that in the event of Second Party's
breach of any covenant or agreement contained herein, the Company, in addition
to its right to obtain injunctive relief, shall further be entitled to seek
damages, including, but not limited to, compensatory, incidental, consequential,
exemplary, and lost profits damages. Second Party agrees to pay the Company's
reasonable attorney's fees and costs for enforcement of this Agreement, if the
Second Party breaches this Agreement.

        5.    MISCELLANEOUS - Wherever used in this Agreement, the phrase
"directly or indirectly" includes, but is not limited to Second Party acting
through Second Party's wife, children, parents, brothers, sisters, or any other
relatives, friends, trustees, agents, associates or entities with which Second
Party is affiliated with in any capacity. The Company may waive a provision of
this Agreement only in a writing signed by a representative of the Board of
Directors of the Company and specifically stating what is waived. The rights of
the Company under this Agreement may be assigned; however, the covenants,
warranties, and obligations of the Second Party cannot be assigned without the
prior written approval of the Company. The title of this Agreement and the
paragraph headings of this Agreement are not substantive parts of this Agreement
and shall not limit or restrict this Agreement in any way. This Agreement
survives after the Second Party's Cessation of Employment. No change, addition,
deletion, or amendment of this Agreement shall be valid or binding upon Second
Party or the Company unless in writing and signed by Second Party and the
Company. This Agreement is intended to be a valid contract under Sections 542.33
and 542.335, Florida Statutes. In the event a court of competent jurisdiction
determines any covenant set forth herein to be too broad to be enforceable or
determines this Agreement to be unreasonable, then said court may reduce the
geographical area and/or the length of time provisions herein, in order to make
this Agreement enforceable and reasonable. This Agreement shall be governed by
Florida law. The parties agree that venue for any action brought under this
Agreement shall be in Sarasota County, Florida. In construing this Agreement,
neither of the parties hereto shall have any term or provision construed against
such party solely by reason of such party having drafted same as each provision
of this Agreement is deemed by the parties to have been jointly drafted by the
Company and Second Party.

        6.    SECOND PARTY ACKNOWLEDGMENT - The Second Party, acknowledges that
he has voluntarily and knowingly entered into this Agreement and that this
Agreement encompasses the full and complete agreement between the parties with
respect to the matters set forth herein.



                                       3

<PAGE>

Executed as of the 15th day of May, 2001.

SMARTGATE, INC.                           SECOND PARTY


By: /s/ STEPHEN A. MICHAEL, PRESIDENT     By: /s/ WILLIAM W. DOLAN
    ---------------------------------        ----------------------
    Stephen A. Michael, President            William W. Dolan,




                                       4












<PAGE>






                                   EXHIBIT "D"




                  Confidentiality/Waiver of Interest Agreement



<PAGE>


                            CONFIDENTIALITY AGREEMENT
                                 SMARTGATE, INC.


        THIS AGREEMENT is made and entered into by and between SmartGate, Inc. a
Nevada corporation (hereinafter referred to and defined as the "Company") and
William W. Dolan, (hereinafter referred to and defined as the "Second Party").

        WHEREAS, the Company is in the business of creating, developing,
manufacturing and marketing safety systems for closure devices based upon
proprietary technology licensed by Radio Metrix, Inc. to SmartGate, L.C., a
Florida limited liability company.

        WHEREAS, the Company, through its subsidiary SmartGate, L.C., is a
Sublicense of the technology from Radio Metrix, Inc. and pursuant to its
Sublicense Agreement, all future inventions, improvements, modifications or
alterations to the technology belong to Radio Metrix, Inc.; and

        WHEREAS, Second Party is an officer in the Company who stands to benefit
from an increase in the value of the Company's stock if the Company is
successful and profitable through meeting its business goals and objectives; and

        WHEREAS, Second Party is fully aware and knowledgeable of the Products
in existence as of the date hereof; and

        WHEREAS, Second Party recognizes that by virtue of Second Party's
relationship with the Company, Second Party has or will acquire a special
knowledge of: the processes, technologies, drawings, designs, and methods of
manufacture of the Products and future Products; and the clients, accounts,
business lists, prospects, records, corporate policies, operational methods and
techniques and other useful information and trade secrets of the Company
(hereinafter all collectively and referred to and defined as "Confidential
Information"); and

        WHEREAS, Second Party acknowledges that the Company's Confidential
Information represents valuable, special and unique assets of the Company; and

        WHEREAS, Second Party acknowledges that the Company's legitimate
business interests include the Confidential Information and the Company's
customer goodwill (hereinafter referred to and defined as "the Company's
Legitimate Business Interests") and that the Company's Legitimate Business
Interests would be harmed if Second Party would divulge or disclose the
Confidential Information to any third-party while the Second Party is a
stockholder of the Company, or at anytime thereafter; and

        NOW, THEREFORE, in consideration of the premises and the respective
covenants and agreements of the parties herein contained, and for additional
good and valuable consideration the receipt and sufficiency of which is
acknowledged by the parties, the parties mutually agree as follows:





<PAGE>




        1.    CONFIRMATION OF RECITALS. The foregoing recitals are true and
correct and are hereby ratified and confirmed by the parties and are made an
integral part of this Agreement; as such, the recitals shall be used in any
construction of this Agreement, especially as it relates to the intent of the
parties.

        2.    CONFIDENTIAL INFORMATION. As used in this Agreement, "Confidential
Information" shall mean any information and data, oral, written, electronic or
other media relating to the business of the Company including, but not by way of
limitation, the following: product information, sources of supply, contractual
relationships, technological matters, prototypes, other advantageous
relationships, sales, marketing and distribution strategies, customers list and
information, financial information and other data which are the property of the
Company and which the Company has not marked "non-confidential".

        3.    PROTECTION OF CONFIDENTIAL INFORMATION. Second Party shall
maintain, on a confidential basis, all material and information designated as
"confidential" by the Company and not disclose nor divulge same to any third
party, during the term of Second Party's Employment Agreement with the Company
and for a period of two years thereafter, except as otherwise provided below:

              a.    With advance approval of the Company;

              b.    Information already in the possession of the third party;

              c.    Information which is part of the public domain;

              d.    Information which is disclosed pursuant to a lawful
                    requirement or good faith obligation to a governmental
                    agency;

              e.    Information which was developed independently by the Second
                    Party; and

              f.    Information described by requirement of law.

        4.    INJUNCTION AND DAMAGES. Second Party agrees that this Agreement is
important, material and gravely affects the effective and successful conduct of
the business of the Company, and it also affects the Company's reputation and
goodwill, and is necessary to protect the Company's Legitimate Business
Interests. The Second Party further recognizes and agrees that the Company will
suffer irreparable injury in the event of Second Party's breach of any covenant
or agreement contained in this Agreement and cannot be compensated by monetary
damages alone. Accordingly, the Second Party agrees that, in addition to and
without limiting any other remedies or rights that the Company may have, the
Company shall have the right to obtain injunctive relief, both temporary and
permanent, against the Second Party from any court of competent jurisdiction. In
addition to said injunctive relief, the Company shall also be entitled to seek
damages, including, but not limited to, compensatory, incidental, consequential,
exemplary, and lost profits damages. Second Party agrees to pay the Company's
reasonable attorney's fees and costs for enforcement of this Agreement, if the
Second Party breaches this Agreement.





<PAGE>

        5.    GOVERNING LAW, This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida. The parties agree that
venue for enforcement of any type under this Agreement shall be in Sarasota
County, Florida.

        6.    SURVIVORS. This Agreement survives after Second Party is no
longer a stockholder in the Company.

        7.    MISCELLANEOUS. No change, addition, deletion, or amendment of
this Agreement shall be valid or binding upon Second Party or the Company unless
in writing and signed by Second Party and the Company. The rights of the Company
under this Agreement may be assigned; however, the covenants and agreements of
the Second Party pursuant to this Agreement cannot be assigned. The title of
this Agreement and the paragraph headings of this Agreement are not substantive
parts of this Agreement and shall not limit or restrict the Agreement in any
way. In construing this Agreement, neither of the parties hereto shall have any
term or provision of this Agreement construed against such party solely by
reason of such party having drafted same as each provision of this Agreement is
deemed by the parties to have been jointly drafted by the Company and Second
Party.

        8.    EXCLUDED ACTIVITIES. The Employment Agreement between Second Party
and the Company expressly authorizes and permits Second Party to serve in
employment and ownership relationships with other entities including, but not
limited to Radio Metrix, Inc., New Freedom, Inc. or other entities which may
presently or subsequently hold sublicenses or licenses from Radio Metrix, Inc.
("Other Entities"). Neither this Agreement nor the assignment or relinquishment
set forth in this Agreement affect, in any fashion, the rights of Second Party
to serve in an employment, officer or ownership relationship with Other Entities
including, but not limited to those listed, nor does it affect or alter the
ownership rights of Other Entities. This Agreement does not, in any fashion,
expand the ownership rights of the Company, beyond that which it has by virtue
of license, sublicense, or other contractual arrangements outside of this
Agreement. This Agreement is not binding on or enforceable against the Other
Entities with which Second Party may be engaged in employment or other business
relationships.

        9.    SECOND PARTY ACKNOWLEDGMENT. The Second Party acknowledges that
Second Party has voluntarily and knowingly entered into this Agreement and that
this Agreement encompasses the full and complete agreement between the parties
with respect to the matters set forth herein.

Executed as of the 15th day of May, 2001.


    SMARTGATE INC.                                 SECOND PARTY

By: /s/ STEPHEN A. MICHAEL, PRESIDENT          By: /s/ WILLIAM W. DOLAN
    ----------------------------------             -------------------------
    Stephen A. Michael, President                  William W. Dolan