EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT  ("Agreement") is made as of the 20th day of
January,   2004,   between  iBIZ   Technology   Corp.,  a  Florida   corporation
("Corporation" or "Company" or "Employer"), and Bryan A. Scott ("Employee").

In consideration of the mutual covenants, agreements and provisions contained in
this Agreement, the parties agree as follows:

                                   EMPLOYMENT

1.0  EMPLOYMENT.  Employer  employs  Employee as President  and Chief  Executive
Officer of  Synosphere,  and  Employee  accepts  employment,  upon the terms and
conditions set forth herein.

2.0 TERM.  This Agreement  shall commence  effective as of January 21, 2004, and
shall  continue in effect for a period of two (2) years  ("Employment  Period");
unless terminated  earlier,  by Company or Employee,  upon prior written notice.
Further,  if a change of control (as defined  herein) of the Company  shall have
occurred during the Employment  Period,  this Agreement shall continue in effect
until January 21, 2005.

3.0 CHANGE OF CONTROL.  The term "Change of Control of the Company" shall mean a
change in control of a nature  that would be required to be reported in response
to Item 5(f) of Schedule 14A of Regulation 14A promulgated  under the Securities
Exchange Act of 1934 ("1934 Act) as in effect on the date of this  Agreement or,
if Item 5(f) is no longer in effect,  any  regulations  issued by the Securities
and Exchange  Commission  ("SEC")  pursuant to the 1934 Act which serve  similar
purposes;  provided that,  without  limitation,  such change in control shall be
deemed to have  occurred if and when (a) any  "person"  (as such term is used in
Sections  13(d) and 14(d)(2) of the 1934 Act) is or becomes a beneficial  owner,
directly or indirectly,  of securities of the company  representing  twenty-five
percent  (25%)  or more of the  combined  voting  power  of the  Company's  then
outstanding  securities  or (b)  individuals  who were  members  of the Board of
Directors of the Company  immediately  prior to a meeting of the shareholders of
the  Company  involving  a  contest  for the  election  of  directors  shall not
constitute a majority of the Board of Directors following such election.

4.0  COMPENSATION.  For all services to be rendered by the Employee  pursuant to
his  duties  set  forth  in  this  Agreement,  the  Employee  shall  be  paid as
compensation;

4.1. BASE SALARY AND CONSIDERATIONS. A fixed salary in the amount of One Hundred
and Twelve Thousand Dollars  ($112,000) per year,  payable in equal installments
according  to the  Company's  regular  payroll  schedule.  This salary  shall be
reviewed  from  time  to  time  during  the  term  of  this   Agreement  by  the
Corporation's  Board of Directors or Compensation and Benefits  Committee of the
Board.

If the Employee's  base salary is not paid  according to the  Employer's  normal
payroll cycle, then the Employer shall issue shares of its common stock,  valued
at the moving  average of the closing  share price over the last 20 trading days
with a 25% discount,  as an alternative  payment to the base salary. Such shares
of common stock shall be issued under a Stock Retainer Plan,  registered under a
Form S-8 filed and made  effective by the Employer.  Such shares shall be issued
and paid at the end of each  month  during  which the  payment(s)  was not made,
until such time that sufficient funds are available to make such payments.

In addition,  during the duration of the  Employee's  Term,  the Employer  shall
issue an Earn Out bonus of common stock in Eight (8) payments, each payment made
quarterly,  in the amount of $62,500,  the ("Earn  Out").  Common stock shall be
issued based on the moving  average of the closing  share price over the last 20
trading days and  registered  under Form S-8 and made  effective by the Employer
within 90 days of the payment  date.  In the event the Employer  terminates  the
Employee for Cause as detailed in section 10.0 Termination,  the Employee is not
entitled to receive the Earn Out bonus  portion that has not been paid as of the
termination date.

Furthermore,  the  Employer  shall issue a Sign On bonus to the  Employee in the
amount of Two Million and Five Hundred Thousand  (2,500,000) shares. The Sign On
bonus shall be  registered  under Form S-8 and made  effective  by the  Employer
within 90 days of January 20, 2004.

Lastly, during the Term, the Employer shall evaluate the Employee's  performance
semi-annually and may further award a Bonus based on performance.  A performance
review shall be conducted by the Employer during the month of June and December.

4.2 EMPLOYEE  BENEFIT PLANS.  The Employee,  his  dependents and  beneficiaries,
shall be  entitled  to  participate  in any  pension,  profit  sharing,  medical
reimbursement,  insurance  or other  employee  payment  or  benefit  plan of the
Employer  as may be in effect  from time to time,  subject to the  participation
standards and other terms  thereof,  to the same extent as other  officers under
the benefit practices of the Company.

4.3 CUMULATIVE  COMPENSATION.  The compensation  provided for in paragraphs 4.1,
and 4.2 above, together with the perquisites set forth in section 6.0 below, are
in addition to the benefits  provided for upon  termination  pursuant to Section
10.0 below.



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4.4  INDEMNIFICATION.  The  Corporation  hereby  agrees to  indemnify,  and keep
indemnified in accordance  with,  and to the fullest  extent  authorized by, the
Laws of the  State of  Florida  as it may be in effect  from  time to time,  the
Employee,  from and against any expenses (including attorney's fees), judgments,
fines and amounts paid in  settlement  actually and  reasonably  incurred by the
Employee in connection with any threatened, pending or completed action, suit or
proceeding,  whether or not such action is by or in the right of the Corporation
or such other enterprise with respect to which the Employee serves or has served
as a director,  officer or employee,  by reason of the fact that the Employee is
or was a director, officer or employee, of the Corporation, or is or was serving
at the request of the Corporation as a director,  officer or employee of another
corporation,   partnership,  joint  venture,  trust  or  other  enterprise.  The
indemnification rights granted to the Employee under this Agreement shall not be
deemed  exclusive of, or in limitation  of, any rights to which  Employee may be
entitled  under  the  law of  its  state  of  incorporation,  the  Corporation's
Certification  of  Incorporation  of  By-Laws,  any  other  agreement,  vote  of
stockholders or directors or otherwise.

5.0  EXPENSES.  During the term  hereof,  the  Corporation  will  reimburse  the
Employee for any reasonable  out-of-pocket  expenses incurred by the Employee in
performance  of  service  for  the  Corporation   under  this  Agreement  (e.g.,
transportation,   lodging  and  food  expenses   incurred  while   traveling  on
Corporation  business)  and any  other  expenses  incurred  by the  Employee  in
furtherance of the Corporation's business;  provided, however, that the Employee
renders  to the  Corporation  a complete  and  accurate  accounting  of all such
expenses.

6.0 PERQUISITES.  During the period of employment, Employee shall be entitled to
perquisites,  including,  without limitation,  an appropriate office, and fringe
benefits accorded executives of equal rank.

7.0  VACATIONS.  The  Employee  shall  be  entitled  to  a  vacation  with  full
compensation  equal to three (3) weeks each year;  provided,  however,  that the
Employee's  vacation will be scheduled at such time as will least interfere with
the  business of the  Employer.  Attendance  at a business  seminar is not to be
deemed a  vacation;  provided,  whoever,  that  attendance  at such  meetings or
seminars  shall be planned so as to least  interfere  with the  business  of the
Employer.

8.0  EMPLOYMENT.  The  Company  hereby  agrees to continue  the  Employee in its
employ,  and the Employee  hereby agrees to remain in the employ of the Company,
for the  Employment  Period as  specified  in  Section  2.0,  to  exercise  such
authority and perform such duties as are  commensurate  with the authority being
exercised and duties being  performed by the Employee  immediately  prior to the
effective  date of this  Agreement,  which  services  shall be  performed at the
location where the Employee was employed immediately prior to the Effective Date
of this  Agreement  or at such other  location  as the  Company  may  reasonably
require;  provided that the Employee  shall not be required to accept a location
which is unreasonable in the light of the Employee's personal circumstances. The
Employee  agrees that during the Employment  Period he shall devote his business
time to his  executive  duties as  described  herein  and  perform  such  duties
faithfully and efficiently.

9.0  PERFORMANCE.  It is  contemplated  that during the period of employment the
Employee shall serve as an executive of the Company with the office and title of
President  and  Chief  Executive  Officer  reporting  directly  to the  Board of
Directors during the period of employment, the Employee shall hold a position of
responsibility  and  importance  and a position  of scope,  with the  functions,
duties  and   responsibilities   attached   thereto,   at  least   equal  to  in
responsibility and importance and in scope to and commensurate with his position
described in general terms in this Section 9.0.

10.0 TERMINATION.

10.1 During the period of  employment,  Employee may  terminate  this  Agreement
without  cause or for cause.  For the  purposes of this Section  10.1,  the term
"cause" shall include the occurrence of any of the following:

10.1.1  The  breach  or  violation  by the  Company  of any of the terms of this
Agreement or of the Acquisition Agreement;

10.1.2. Any significant change in position,  duties and  responsibilities of the
Employee to which the Employee does not consent;



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10.1.3.  In the event of a change in control as defined in Section  2.0  hereof,
any change in the circumstances of employment which the Employee determines,  in
good  faith,   results  in  his  being  unable  to  carry  out  the  duties  and
responsibilities  attached to the position and contemplated by the definition of
that position set forth in this Agreement.

10.2. In the event of an occurrence  described in subsection 10.1.1,  10.1.2, or
10.1.3 above,  the Employee  shall serve  written  notice of such event upon the
Company,  setting  forth in  detail  the  circumstances  that the  Employee  has
determined constitutes "cause" within any of those definitions. In the event the
Company should remedy or otherwise cure the facts  constituting the cause relied
upon by the Employee  within  thirty (30) days after such written  notice,  such
fact or  circumstance  shall  not be  deemed  to  constitute  "cause"  for which
employment can be terminated within the meaning of Section 10.1 above.

10.3.  During the period of  employment,  the  Corporation  may  terminate  this
Agreement for cause and upon thirty (30) days written notice and  opportunity to
cure being given to  Employee.  For the purpose of this Section  10.3,  the term
"cause" shall include the occurrence of any of the following:

10.3.1. Employee breaches or violates any of the terms of this Agreement;

10.3.2.  Employee is  convicted of any felony or is shown to have engaged in any
act of  dishonesty  or  fraud  upon  the  Corporation,  any  of  its  affiliated
companies, or any of its customers or clients;

10.3.3. Employee has been grossly negligent in the performance of his employment
duties or responsibilities.

10.4.  During the period of employment,  the  Corporation may not terminate this
Agreement without cause.

10.5. This Agreement shall also terminate upon the insolvency,  dissolution,  or
liquidation of the  Corporation or cessation of business by the  Corporation for
at least thirty (30) consecutive days.

11.0  TERMINATION  PAYMENTS.  In the event of a  Termination  and subject to the
provisions  --------------------- of Sections 10.1.1., 10.1.2., 10.1.3. 10.4, or
10.5 of this  Agreement,  the Company  shall pay to the Employee and provide him
with the following:

11.1. the Company shall pay the Employee thirty (30) days following Termination,
one lump sum payment of the Employee's base salary rate for the remaining period
of the Term.  Any shares not yet  vested or shares not  registered  with the SEC
shall vest and/or be registered as soon as is practicable.

11.2.  During the remainder of the  Employment or payment  Period,  the Employee
shall  continue  to be  treated  as an  employee  under  the  provisions  of any
incentive compensation described in Section 4.2. In addition, the Employee shall
continue to be entitled to all  benefits and service  credit for benefits  under
medical,  insurance,  split-dollar  life  insurance and other  employee  benefit
plans,  programs  and  arrangements  of the Company  described or referred to in
Section  4.3  as if he  were  still  employed  during  such  period  under  this
Agreement.

11.3. If, despite the provisions of paragraph 11.2 above,  benefits or the right
to  accrue  further   benefits  under  any  stock  option  or  other   incentive
compensation  arrangement  described in Section 4.2 shall not be provided  under
any such arrangement to the Employee or his dependents,  beneficiaries or estate
because he is no longer an employee of the Company,  the Company  shall,  to the
extent necessary, pay or provide for payment of such benefits to the Employee or
his dependents, beneficiaries or estate.

12.0 DISABILITY.

12.1. If the Employee is unable to perform the Employee's  services by reason of
illness or incapacity,  the Employee's  regular  compensation shall be continued
for a period of twelve (12) weeks  following  the week in which such  illness or
incapacity commences,  at the end of which time no further compensation shall be
due and payable to the Employee  until the Employee  shall return and resume the
Employee's  duties. In the event the Employee is eligible to receive payments on
account  of the fringe  benefit  program  covering  disability  provided  by the
Corporation,  then the  Employee's  base  salary,  as defined as above,  will be
reduced to the extent of such entitlement and receipt.



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12.2. If, because of illness, physical or mental disability or other incapacity,
Employee  shall fail,  for a period of one hundred twenty (120) work days during
the term hereof,  to render the services  provided for by this Agreement,  or if
Employee  contracts  an  illness  or  injury  which  will  permanently   prevent
performance by him of the services and duties  provided for by this Agreement by
notice to the  Employee  effective  thirty  (30) days  after the  giving of such
notice, after which no additional compensation shall be due.

13.0  DEATH.  In the  event of the  death of  Employee  during  the term of this
Agreement, his employment hereunder shall terminate on the date of his death. In
the accounting between the Employer and the Employee's personal  representative,
Employee's  estate shall be due  compensation  under this Agreement equal to one
year of Employee's salary. In addition,  one hundred percent (100%) of the total
amount of shares to be granted to the Employee and or the total amount of shares
to be registered  with the SEC to the Employee,  shall vest and or be registered
as soon as is practicable.

13.1 In the event of death, the Employee sets forth that the Employee's personal
representative  is the listed below and shall be due  compensation in accordance
with the provisions set forth in 13.0.

Employee's  Personal  Representative:  Bonnie and  Garland  Scott  Relationship:
Parents Address:  2802 Woodcutter Court, San Antonio,  Texas 78231 Phone:  (210)
493-1593

14.0 COMPETITION.

14.1.  Employee covenants to and with the Employer,  its successors and assigns,
that  during the term of this  Agreement  and for a period of twelve (12) months
from the date of the  termination of this Agreement for any reason,  he will not
directly or indirectly,  enter into any agreement or arrangement  with any other
person, firm, corporation or entity to conduct any research or development,  nor
shall  Employee  directly or indirectly  conduct such research or development on
his own behalf, related to the discovery of processes, inventions,  improvement,
development  or  commercialization  of any  new  device,  apparatus  or  product
competitive with a product developed,  produced or reduced to practice solely by
the  Corporation,  unless  Employee shall have first obtained the  Corporation's
expressed written consent thereto.

14.2.  In the  event  of a  breach  or  threatened  breach  by  Employee  of any
provisions  of this  Section  14.0  the  Corporation  shall  be  entitled  to an
injunction  restraining  it from the  commission of such breach.  Nothing herein
contained shall be construed as prohibiting  the  Corporation  from pursuing any
other remedies available to it for such breach or threatened  breach,  including
the  recovery of money  damages.  The  covenants  contained in this Section 15.0
shall be construed as independent of any other provisions in this Agreement; and
the  existence  of any  claim  or  cause  of  action  of  Employee  against  the
Corporation,  whether  predicated  on this  Agreement  or  otherwise,  shall not
constitute a defense to the enforcement by the Corporation of said covenants.

14.3.  The covenants  contained in this Section 14.0 shall  terminate  and, upon
termination, shall be unenforceable and of no further legal force and effect, in
the  event  the  Corporation,  or  any  successor  to the  Corporation,  becomes
insolvent, is liquidated or ceases for any reason to conduct business operations
for a continuous period of at least thirty (30) days.

14.4. The  Corporation  shall have the right to assign the aforesaid  covenants;
and Employee agrees to remain bound by the terms of the covenants to any and all
subsequent   purchaser   and  assignees  of  the  assets  and  business  of  the
Corporation.

15.0 NON-INTERFERENCE WITH EMPLOYEES.

15.1.  Employee  covenants with the Corporation that employees of or consultants
to the Corporation  and employees of and  consultants to firms,  corporations or
entities affiliated with the Corporation have, of necessity, been exposed to and
have acquired certain  knowledge,  understandings,  and know-how  concerning the
Corporation's   business  operations  which  is  confidential   information  and
proprietary to the Corporation.




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15.2.  In order to protect the  Corporation's  confidential  information  and to
promote and insure the  continuity of the  Corporation's  contractual  relations
with its employees and  consultants,  Employee  covenants and agrees that for so
long as  Employee  holds  any  position  or  affiliation  with the  Corporation,
including  service  to  the  Corporation  as  an  officer,  director,  employee,
consultant, agent or contractor, and for a period of twelve (12) months from the
date Employee ceases to hold any such position or status with the Corporation or
otherwise becomes  disaffiliated  with the Corporation,  he will not directly or
indirectly, or permit or encourage other to directly or indirectly (i) interfere
in any manner whatsoever with the  Corporation's  contractual or other relations
with any or all of its  employees or  consultants,  or (ii) induce or attempt to
induce  any  employee  or  consultant  to the  Corporation  to cease  performing
services for or on behalf of the Corporation, or (iii) solicit, offer to retain,
or retain,  or in any other manner  engage or employ the services of, any person
or entity who or which is retained or engaged by the  Corporation,  or any firm,
corporation  or  entity  affiliated  with  the  Corporation,   as  an  employee,
consultant or agent.

15.3. In the Event any court of competent jurisdiction  determines or holds that
all or any portion of the covenants contained in this Section 15.0 are unlawful,
invalid,  or  unenforceable  for any reasons,  then the parties  hereto agree to
modify the  provisions of this Section 15.0 if and only to the extent  necessary
to  render  the  covenants  herein   contained   enforceable  and  otherwise  in
conformance with all legal requirements.

16.0 CLIENTS AND CUSTOMERS.

16.1.  Employee covenants with the Corporation that the clients and customers of
the Corporation, both actual and contemplated, constitute actual and prospective
business  relationships,  which are proprietary to the Corporation and comprise,
in part, the Corporation's confidential information and trade secrets.

16.2. In order to protect the  Corporation's  proprietary  rights and to promote
and ensure the continuity of the  Corporation's  contractual  relations with its
customers and clients,  Employee covenants and agrees that,  notwithstanding the
provisions  of  Section  16.1  hereof,  and for so long as  Employee  holds  any
position  or  affiliation  with  the  Corporation,   including  service  to  the
Corporation as an officer, director, employee,  consultant, agent or contractor,
and for a period of twelve (12) months from the date Employee ceases to hold any
such position or status with the Corporation or otherwise becomes  disaffiliated
with the Corporation, he will not directly or indirectly, or permit or encourage
others to directly or indirectly (i) interfere in any manner whatsoever with the
Corporation's  contractual  relations  with any  clients or  customers,  or (ii)
induce or attempt to induce any client or customer of the  Corporation  to cease
doing business with the Corporation.

16.3. In the event any court of competent jurisdiction  determines or holds that
all or any  portions  of the  covenants  contained  in  this  Section  16.0  are
unlawful, invalid or unenforceable for any reason, then the parties hereto agree
to  modify  the  provisions  of  this  Section  16.0 if and  only to the  extent
necessary to render the covenants herein contained  enforceable and otherwise in
conformance with all legal requirements.

17.0 COVENANT TO RETAIN CONFIDENCES.

17.1. Employee understands that all information learned, known, made, devised or
developed  concerning any of the Company's  products and activities,  including,
without  limitation,  any  inventions,  discoveries,   improvements,  processes,
formulas, computer programs (including their structure, sequence,  organization,
coherence,  look and feel),  apparatus,  equipment,  customer and client  lists,
marketing plans, mailing lists, art, graphics,  display,  research, and the like
used  by the  Corporation  in  connection  with  its  business  constitutes  the
confidential  information,  proprietary  information  and trade  secrets  of the
Corporation.  Employee covenants and agrees that he will not (except as required
in the course of his position with the  Corporation),  during the term hereof or
thereafter for a period of twelve (12) months, communicate or divulge to, or use
for  the  benefit  of  himself  or  any  other  person,  firm,  association,  or
corporation,   without  the  consent  of  the   Corporation,   any  confidential
information or trade secrets possessed, owned, or used by the Corporation or its
affiliates  that may be  communicated  to,  acquired  by, or  learned  of by the
Employee in the course of or as a result of his services  with the  Corporation.
For  the  purposes  of  this  Section  17.1,  confidential  information  of  the
Corporation  shall not include (i) any  information  developed  by the  Employee
independently of services performed by the Employee for the Corporation pursuant
to this Agreement; (ii) any information rightfully obtained by the Employee from
a third party without  restriction;  (iii) any  information  publicly  available
other than through the fault or negligence of the Employee; (iv) any information
disclosed  by the  corporation  to third  parties  without  restriction;  or (v)
information  already  known  by the  Employee  prior  to its  disclosure  by the
Corporation.



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17.2.  Employee  will not use in the course of  Employee's  employment  with the
Corporation,  or disclose or otherwise  make available to the  Corporation,  any
information,  documents or other items which Employee may have received from any
other person or entity  (including  any prior  employer),  and which Employee is
prohibited from so using, disclosing or making available.

17.3. All records,  files,  memoranda,  reports,  price lists,  customer  lists,
drawings,  plans,  sketches,  documents,  prototypes,  testing data,  equipment,
electronically  stored information on disk, tape or any other medium or existing
in computer  memory  transmitted  by any means,  including,  but not limited to,
telephone or electronic data transmission and the like, relating to the business
of the  Corporation  or its  affiliates,  which Employee shall use or prepare or
come into contact with, shall remain the sole property of the Corporation.

18.0 WORK PRODUCT.

18.1.  All trade  secrets,  know-how,  confidential  information,  copyrightable
material, inventions, discoveries, and improvements, including computer programs
(their structure,  sequence,  organization,  coherence,  look and feel), whether
patentable or unpatentable,  copyrightable or  uncopyrightable,  made,  devised,
discovered or reduced to practice by the Employee, whether by

himself or jointly  with  others,  from the time of  becoming an employee of the
Corporation until the termination of that status,  shall be deemed work for hire
and shall be promptly disclosed in writing to the Corporation and are to redound
to the benefit of the  Corporation  and become and remain its sole and exclusive
property.  Should the Corporation choose to not purse registered  protection for
any disclosure provided by the employee within sixty (60) calendar days from the
date  of  the  disclosure,  the  decision  to  not  pursue  protection  (on  the
sixty-first  (61st) day) shall be deemed a decision that the  information in the
disclosure is unrelated to the business of the  Corporation,  and is a quitclaim
to any rights related thereto.

18.2. By executing this Agreement,  Employee hereby transfers and assigns to the
Corporation, or person, firms or corporations designated by the Corporation, any
or all of  Employee's  rights,  title  and  interest  in  and  to  any  and  all
developments,   inventions,   computer  programs,   discoveries,   improvements,
processes,  devices, copyrights,  patents and patent applications therefore, and
to execute at any and all times any and all  instruments and do any and all acts
necessary  or which  the  Corporation  may deem  desirable  in  connection  with
conveying,  transferring  and  assigning  Employee's  entire  right,  title  and
interest in and to any inventions, discoveries, improvements, computer programs,
processes devices, copyrights,  patent applications therefore or patents thereon
in any way related to the technology or trade secrets  developed,  discovered or
reduced to practice by Employee during the term of this Agreement,  it being the
express  understanding  and  agreement  of the  parties  that any and all future
developments,  inventions,  and  discoveries of Employee  during the term hereof
shall be the property of the Corporation, or its assigns.

19.0 PATENTS AND COPYRIGHTS.

19.1.  Employer  shall cause to be filed United States and foreign patent and/or
copyright   applications   on  each   invention   deemed  to  be  patentable  or
copyrightable  and embodied in any technology  developed and reduced to practice
during  the  term  hereof  which  inure  to the  Corporation  by  virtue  of the
provisions of Section 18.0 hereof.

19.2.  The  Corporation  shall  forfeit  patent  rights  or  copyrights  to  any
patentable or  copyrightable  technology  developed by Employee  during the term
hereof  in any  jurisdiction  in  which it fails  to file  patent  or  copyright
applications six (6) months following a request by the Employee.  Employer shall
provide to Employee a copy of each application  filed, and within six (6) months
thereafter  Employee shall designated what, if any, foreign countries he desires
applications to be filed. Patent or copyright  prosecution and maintenance shall
be done by an  attorney  to be  selected  by the  Corporation  and  approved  by
Employee,  which approval  shall not be  unreasonably  withheld.  All reasonable
expense of filing,  prosecution  and maintenance of domestic and foreign patents
or copyrights and patent or copyright applications shall be borne by Employer.



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19.3.  Employer and Employee  agree to forebear  from,  and not permit others to
make or permit any public  disclosure of any of the  patentable  matter prior to
the  application  for a United States patent.  All foreign  patent  applications
shall be made no later than one (1) year  following the date of the U.S.  patent
application.

19.4. All patents shall be applied for in the name of Employee, as inventor, and
shall be  assigned to the  Corporation  or  assignee.  All  copyrights  shall be
registered  in the name of the  Corporation.  The Employee  shall,  upon demand,
execute  and  deliver  to the  Corporation  or its  assigns  such  documents  or
assignments  as  may be  deemed  necessary  or  advisable  by  counsel  for  the
Corporation  or its  assigns  for filing in the  appropriate  patent  offices to
evidence the assignment of the patent rights hereby granted.

20.0  REPRESENTATIONS OF EMPLOYEE.  The Employee represents that, to the best of
his knowledge and belief, neither his affiliation with the Corporation,  nor his
holding any position as officer,  director,  Employee,  or  consultant  with the
Corporation,  nor his  ownership  of common  stock in the  Corporation,  nor his
performing  any  other  services  for the  Corporation  violates  any  presently
existing, valid and enforceable contract,  agreement,  commitment or other legal
relationship between Employee and any other person or entity.

21.0  ATTORNEYS'  FEES.  In the event  there is any  litigation  or  arbitration
between the parties  concerning  this Agreement,  the successful  party shall be
awarded  reasonable   attorneys'  fees  and  litigation  or  arbitration  costs,
including  the  attorneys'  fees and costs  incurred  in the  collection  of any
judgment.

22.0 NOTICES. All notices required or permitted hereunder shall be sufficient if
delivered  personally or mailed to the parties at the address set forth below or
at such other  address as either  party may  designate  in writing  from time to
time. Any notice by mailing shall be effective  forty-eight  (48) hours after it
has  been  deposited  in  the  United  States  certified  mail,  return  receipt
requested, duly addressed and with postage prepaid.

23.0 PARTIAL INVALIDITY. If any provisions of this Agreement are in violation of
any statute or rule of law of any state or district in which it may be sought to
be  enforced,  then such  provisions  shall be deemed  null and void only to the
extent  that they may be in  violation  thereof,  but without  invalidating  the
remaining provisions.

24.0  BINDING  EFFECT.  This  Agreement  shall be binding  upon and inure to the
benefit of the respective parties hereto, their heirs, personal representatives,
successors  and assigns;  provided,  however,  that  Employee may not assign his
employment  hereunder,  and any  assignment  by  Employee in  violation  of this
Agreement shall vest no rights in the purported assignee.

25.0  WAIVER.  No waiver  of any  breach  of any one of the  agreements,  terms,
conditions or covenants of this  Agreement by the Employer or the Employee shall
be  deemed  to imply  or  constitute  a waiver  of any  other  agreement,  term,
condition or covenant of this  Agreement.  The failure of either party to insist
on strict performance of any agreement,  term, condition or covenant, herein set
forth,  shall not constitute or be construed as a waiver of the rights of either
or the other  thereafter to enforce any other default of such  agreement,  term,
condition  or  covenant;  neither  shall  such  failure  to insist  upon  strict
performance be deemed sufficient grounds to enable either party hereto to forego
or subvert or  otherwise  disregard  any other  agreement,  term,  condition  or
covenants of this Agreement.

26.0  GOVERNING  LAW.  This  Agreement  and the rights and duties of the parties
shall be  construed  and  enforced in  accordance  with the laws of the State of
Florida.

27.0 ENTIRE  AGREEMENT.  This Agreement  constitutes the entire agreement of the
parties  hereto  with  respect  to the  subject  matter  thereof.  There  are no
representations,   warranties,   conditions  or  obligations  except  as  herein
specifically provided. Any amendment or modification hereof must be in writing.



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<PAGE>

IN WITNESS  WHEREOF,  the parties to this Agreement have duly executed it on the
day and year first above written.

                                    EMPLOYER:

                                              IBIZ TECHNOLOGY CORP.

                                              By:
                                              Name:
                                              Title:

                                    EMPLOYEE:

                                              /s/ Bryan A. Scott
                                              --------------------------------
                                              BRYAN A. SCOTT

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