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                                                                  Exhibit 10.1


                              EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT  ("Agreement") made and entered into as of October
9,  2002  by  and  between  US  Patriot,  Inc.,  a  South  Carolina  corporation
("Company"), and Chris Schwartz ("Executive").

         WHEREAS,  Company  desires to employ  Executive as its Chief  Executive
Officer and  Executive  desires to be  employed  by Company,  upon the terms and
conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth and the mutual  benefits to be derived  herefrom,  and intending to be
legally bound hereby, the Company and the Executive agree as follows:

         1. Employment and Term.  Company hereby employs Executive and Executive
            --------------------
hereby  accepts  employment  for a  term  commencing  on  October  9,  2002  and
continuing  until October 9, 2007,  unless sooner  terminated as provided for in
this Agreement.  Executive  hereby warrants and represents to Company that he is
free to enter into this Agreement and is not a party to any  agreement,  written
or  otherwise,  or bound by any  restrictions,  which limit or restrict him from
entering   into  this   Agreement  or  performing   the  services,   duties  and
responsibilities called for hereunder.

         2. Duties.
            -------

                  2.1 Executive  shall perform the duties of the Chief Executive
Officer of the Company and such additional  executive  duties of Company and its
affiliates as may be, from time to time, requested of him by the Company`s Board
of Directors.  As Chief  Executive  Officer of the Company,  the Executive shall
report to the  Company`s  Board of Directors.  The Company  shall  indemnify the
Executive  for all acts  performed  as an officer of the  Company to the maximum
extent permitted by law.

                           2.1.1 The  duties as Chief  Executive  Officer of the
Company  shall  include  but not be limited to the  following:  (i)  general and
active  management  of  the  business  of the  Company;  (ii)  executing  bonds,
mortgages and other contracts requiring the seal of the Company; (iii) acting as
an Ex-Offico  member of all  committees  of the  Company;  (iv) have the general
powers and duties of supervision and management  usually vested in the office of
Chief  Executive  Officer of a company;  (v) assisting the Board of Directors in
formulating  the business plan,  goals and  objectives for the Company`s  future
growth.

                  2.2 Executive shall devote his full professional time and best
efforts  to the  performance  of his duties and  responsibilities  hereunder  to
advance  the  interests  of the  Company  and shall not  during the term of this
Agreement  (as defined in Section 1 hereof) be  employed,  involved or otherwise
engaged in, either directly or indirectly, any other employment for gain, profit
or other pecuniary  advantage,  without prior written consent of Company.  At no
time shall Executive  engage in any activity that conflicts with the business of
the Company or its  affiliates.  Nothing set forth in this  section 2.2 shall be
construed  to  prevent  Executive  from (i)  acting  as a member of the Board of
Trustees or a member of the Board of Directors of any other  corporation  or any
organization or entity which is not a competitor of the Company or (ii) devoting
such  Executive`s  time  and  attention  to  philanthropic,  charitable,  civic,

<PAGE>

community  or other  activities  or  endeavors  as  Executive  shall  reasonably
determine but only to the extent that Executive`s pursuance of any activities or
endeavors  described in subparagraph  (i) and (ii) above does not materially and
adversely  effect the Executive`s  ability to perform and discharge  Executive`s
duties and objectives to the Company hereunder.

                  2.3 Except for required  travel on Company  business or unless
Company   agrees   otherwise,   Executive   shall   perform   his   duties   and
responsibilities  at the Company`s  principal  executive  offices located in the
greater  Philadelphia  area.  The Company  shall furnish  Executive  with office
space,  parking,  secretarial  assistance,  personal  computer,  and such  other
facilities  and  services  as shall be  suitable  to  Executive`s  position  and
adequate for the performance of his duties hereunder.  Company shall pay for all
usage, maintenance,  and reasonable upgrades of such equipment mentioned in this
section.

                  2.4 During the term of this  Agreement,  Executive  shall be a
member of the Board of Directors of Company.

         3. Compensation.
            -------------

                  3.1 For all duties and responsibilities to be performed and/or
assumed by Executive hereunder, Executive shall be entitled to receive an annual
salary  as set forth  below  ("Base  Salary").  The Base  Salary,  less any sums
required to be withheld by law,  shall be payable in equal monthly  installments
or such other more frequent  regular  installments as the Company may, from time
to time, determine. For purposes hereof, Base Salary shall be:

                           3.1.1 For the twelve-month period commencing with the
date hereof, the Base Salary shall be Three Hundred Thousand Dollars ($300,000).

                           3.1.2 For each year thereafter, the Base Salary shall
be increased by an amount  determined  by the Board of Directors but in no event
less than ten percent (10%) after the first year and ten percent (10%) each year
thereafter  during the term hereof.  Each  percentage  increase for a particular
year shall be based on the Base Salary for the immediately preceding year.

                  3.2 Company  shall  provide to Executive an annual bonus as an
incentive to meet certain  performance  objectives and milestones.  The Board of
Directors  shall  determine  the bonus amount at the  conclusion  of each of the
Company`s  fiscal years during the term of this  Agreement,  and payable 90 days
thereafter.  The bonus can take the form of cash, grants of the Company`s common
stock,  and/or  grants of options to  purchase  shares of the  Company`s  common
stock.

         4.  Fringe  Benefits.  Company  shall pay for  and/or  provide  for the
             -----------------
Executive`s participation with the following benefits:

                  4.1  Executive  shall  be  entitled  to four  (4)  weeks  paid
vacation  during each full  calendar  year of this  Agreement  to be used at the
Executives  discretion.  Vacation  time shall accrue on a pro-rata  basis during
each year of this  Agreement.  Any unused vacation shall be cumulative from year
to year  unless  otherwise  agreed  upon by the  parties  and  shall  be paid to
Executive upon his separation of employment from the Company.

<PAGE>

                           4.1.1  Executive  shall be  entitled to paid time off
for all Company Holidays.  Such time shall be taken on all Holidays on which the
Company`s Philadelphia office is closed due to a Holiday.

                           4.1.2   Executive   shall  be   entitled  to  take  a
reasonable amount of paid time off for sick days.

                  4.2 The Executive  and his immediate  family shall be entitled
to  participate  in the Company  benefits  program  when  available,  which will
include medical insurance.  In addition,  the Executive shall participate in the
Company`s  benefits  program  for  long-term  disability  insurance,  short-term
disability  insurance  and  life  insurance.  Until  such  time  as the  Company
establishes a plan the Company shall pay the executive  $3,500.00 on a quarterly
basis towards his medical and insurance and benefits.

                  4.3      Such  other  employee  benefits   maintained  by  the
                           Company for its senior  executives and key management
                           employees,   including,  all  401k,  pension,  profit
                           sharing,  retirement,  stock  bonus and stock  option
                           plans,  to  the  extent   Executive  is  eligible  to
                           participate  pursuant to the terms and  conditions of
                           such plans.

                  4.4      Executive  shall be reimbursed in a timely manner for
                           all items of travel,  entertainment and miscellaneous
                           expenses  which   Executive   reasonably   incurs  in
                           connection   with  the   performance  of  his  duties
                           hereunder, provided that the Executive submits to the
                           Company such statements and other evidence supporting
                           said expenses as the Company may reasonably require.

                  4.5 Company shall pay  Executive`s  premium for an existing or
new term life insurance policy in an amount equal to $2,000,000,  payable to any
beneficiary designated by Executive,  provided that the amount of such insurance
to be so provided shall be offset by any other life insurance  coverage provided
to Executive under any other group or their life insurance  programs provided by
Company to Executive and other similarly situated employees. The Executive shall
assume the right to the policy in the event of his termination of employment.

         5. Stock Options.
            --------------

                  5.1 As part of  Executive`s  compensation  for  services to be
rendered  hereunder,  Executive shall have the right and option to purchase from
Company  voting  Common  Stock in the Company  ("Option").  The total  number of
shares  available to Executive  under this Option is Five Million  Seven Hundred
and Eighty-Six Thousand Seven Hundred and Seven Shares (5,786,707) at a purchase
price  per  share  based on the  closing  price  of the  Company  shares  on the
respective  dates of vesting in this  Agreement  ("Option  Shares").  The Option
Shares are  available for purchase in  installments  as listed in Column A below
and each  installment  shall become vested on the  corresponding  date listed in
Column B, as follows:

        Column A                                    Column B
      Number of Shares                             Date Option Shares
   Available for Purchase                             Become Vested
   ----------------------        ----------------------------------------------
          750,000                Upon the commencement of Executive`s employment
                                 pursuant to the terms of this Agreement

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          825,000                First anniversary date of this agreement
          907,500                Second anniversary date of this agreement
          998,250                Third anniversary date of this agreement
         1,098,075               Fourth anniversary date of this agreement
         1,207,882               Fifth anniversary date of this agreement

In order for the Option Shares to become vested as provided for above, Executive
must be  employed  by the Company  under the terms of this  Agreement  as of the
vesting date set forth in Column B above.

                  5.2 Except as otherwise  provided  for below,  the term of the
Option  granted shall remain in effect for ten (10) years from the date on which
such Option Shares become granted.

                  5.3 If the Executive`s  employment with the Company terminates
(as defined in Section 6), the Options will be treated as follows:

                           5.3.1 If the Executive`s  employment with the Company
is  terminated  by the Company for Cause (as  defined  herein) or the  Executive
resigns  (other  than  for  Good  Reason  as set  forth  in  Section  6.4),  the
Executive`s  right to exercise granted Option Shares shall cease and become null
and void within thirty (30) days of the date  employment  terminated,  except as
otherwise  provided in Section  5.3 hereof.  All  ungranted  Option  Shares will
terminate immediately as of the date of such termination of employment.

                           5.3.2 If the Executive`s employment is terminated (i)
Without  Cause  (as  provided  for in  Section  6.4),  (ii) due to his Long Term
Disability  (as provided for in Section 6.2) or (iii) as a result of Executive`s
death,  then the rights to purchase Option Shares shall be accelerated such that
all ungranted Options become granted immediately.  In these  circumstances,  the
Executive (or Executive`s  estate) shall have the full ten years to exercise the
Options, as specified in Section 5.2. The provisions of this Section 5.3.2 shall
survive the  termination of Executive`s  employment and the  termination of this
Agreement.

                           5.3.3 If the  Executive  resigns  for Good Reason (as
provided  for in  Section  6.4),  all  ungranted  Options  will  become  granted
immediately, and will also be subject to the 30-day exercise window.

                  5.4 The purchase  price of the Option  Shares shall be paid in
full upon the  exercise  of the  Option,  and  Company  shall not be required to
deliver  certificates  for such Option  Shares until  payment has been made.  In
addition  to, and at the time of payment of the  exercise  price for such Option
Shares,  Executive shall be responsible for all federal and state withholding or
other  employment  taxes  applicable to the taxable income of such Executive and
any other fees resulting from the exercise of the Option.

                  5.5 Each share of Common Stock purchased pursuant to the terms
hereof shall carry all appropriate  registration and/or restrictions on sale and
notices  as  determined  from  time  to time by  Company`s  securities  counsel.
Executive shall  cooperate with Company and Company`s  counsel in complying with
all applicable securities laws.


<PAGE>

                  5.6 In the event of a merger,  acquisition  of stock,  sale of
assets or similar  corporation  transaction  where  Company is not the surviving
corporation,  unless  the  Options  (and  this  Agreement)  are  assumed  by the
surviving corporation, all ungranted Options will be granted immediately so that
Executive will have an opportunity to purchase all of the Option Shares prior to
consummation of the corporation transaction.

         6. Termination of Employment. The employment of Executive and Company`s
            --------------------------
liability and obligations hereunder shall terminate as follows:

                  6.1 Death. This Agreement shall terminate immediately upon the
death  of  Executive.  In  such  event,  Executive`s  estate  or the  person  he
designates  in  writing  shall be paid for all of  Executive`s  unpaid,  accrued
vacation time. The Company also shall pay the health  insurance  premiums (COBRA
or  equivalent)  for  Executive`s  dependents  for a period of 12 months if such
coverage  is  desired  by  Executive`s  dependents.  Executive`s  Options  shall
accelerate on his Death.

                  6.2 Disability.  This Agreement  shall  terminate  immediately
upon  the  Long-Term  Disability  of  Executive.  The  Long-Term  Disability  of
Executive  shall  exist  based on the terms as defined in the  Company  benefits
program for it`s senior executives.  If no such benefit exists,  Executive shall
be deemed to have a long-term disability if, as a result of a physical or mental
illness  or  accident,   he  is  unable  to  carry  on  his  normal  duties  and
responsibilities  on behalf of the  Company  for a period of six (6)  continuous
months. In the event of the long-term disability of Executive,  the right to the
Options shall be accelerated so as to allow  Executive the right to purchase all
of the Option Shares immediately.

                  6.3 The  Company may  discharge  the  Executive  for Cause and
thereby immediately terminate his employment under this Agreement.  For purposes
of this  Agreement,  Company  shall have  "Cause" to terminate  the  Executive`s
employment  if the  Executive,  in the  reasonable  judgment  of  the  Board  of
Directors:

                           6.3.1  Willfully  fails to perform any reasonable and
lawful directive of the Company`s Board of Directors and such failure to perform
continues 30 days after Executive has received written notice of such failure.

                           6.3.2   Materially   breaches  any  of  the  material
agreements,  duties,  responsibilities  or obligations  under this Agreement and
such breach continues for 30 days after Executive has received written notice of
such breach.

                           6.3.3 Is convicted of a felony or any crime involving
larceny, embezzlement or moral turpitude.

If Executive is  terminated  for Cause,  Executive  will be paid for all unpaid,
accrued vacation time.

                  6.4 Good  Reason/Without  Cause. In the event that Executive`s
employment is  terminated  by the Company  without Cause for a reason other than
death or Disability,  or Executive  shall resign for "Good  Reason",  as defined
below, then, in such event:


<PAGE>

                           6.4.1  Executive`s Base Salary, as defined in Section
3 as then in  effect,  shall  continue  to be paid for a period of  twelve  (12)
months or balance of the original  term of the Agreement set forth in Section 1,
whichever is longer ("Payment Period").

                           6.4.2  Company  shall  maintain in effect  during the
Payment Period, for the continued benefit of the Executive,  all of the employee
benefit plans and programs in which the  Executive  was entitled to  participate
immediately prior to the Executive`s termination provided same is possible under
the general terms and  provisions of such benefit plans and programs.  Moreover,
during the Payment  Period the Company  shall  provide the  Executive  with such
reasonable  administrative and secretarial  support services as may be necessary
or  appropriate  in order to assist  Executive  in  finding  new  employment  or
Executive may select an out-placement service to be paid for by the Company at a
cost not to exceed Five Thousand Dollars ($5,000).

For purposes of this Section 6.4, "Good Reason" shall mean:

                           (i) An  assignment  to the  Executive  of any  duties
                  inconsistent with, or a material change in the nature or scope
                  of,   Executive`s   responsibilities,   authority   or  duties
                  hereunder.  For purposes  herein,  since the  Executive  shall
                  report  to the  Board of  Directors  of the  Company,  and the
                  communications  and work environment  related to the Executive
                  and Board of Directors is critical thereto,  a change from the
                  Executive`s   participation  as  a  member  of  the  Board  of
                  Directors of the Company  unless  agreed upon by the Executive
                  shall be deemed Good Reason for purposes of this Agreement

                           (ii)  The  Company  materially  breaches  any  of the
                  material  agreements,  responsibilities  or obligations of the
                  Company under this Agreement and such breach  continues for 30
                  days after Company has received written notice of such breach.

                           (iii)  Poor  health  of   Executive,   or  any  other
                  compelling  personal   circumstance,   which,  in  the  mutual
                  discretion  of the Executive and the Board of Directors of the
                  Company,  makes the Executive`s continued employment hereunder
                  impossible, or inappropriate.

The provisions of this Section 6.4 shall survive the  termination of Executive`s
employment and the termination of this Agreement.

                  6.5 Executive may voluntarily  terminate his employment  under
this Agreement  without Good Reason,  as defined in Section 6.4 above, by giving
the  Company  ninety  (90)  days  prior  written  notice  thereof,  and upon the
expiration  of such ninety (90) day period,  Executive`s  employment  under this
Agreement  shall  terminate,  and Company  shall have no further  obligation  or
liabilities  under this  Agreement  except to pay the Executive the portion,  if
any, that remains unpaid of the Base Salary and unpaid accrued prorated vacation
for the period up to the date of termination. Resignation as defined herein must
be in  written  form to the  Board of  Directors,  witnessed  and  signed by the
Executive.

         7. Surrender of Books and Records/Confidentiality/Non-Compete.
            -----------------------------------------------------------

                  7.1.  Nondisclosure.  Executive  acknowledges that the Company
                        --------------
possesses,  and the  Information  (as defined  below)  constitutes,  distinctive
methods and  techniques of doing  business and that such methods and  techniques
are considered confidential and trade secrets. Executive further recognizes that

<PAGE>

disclosures  of the  Information  would  result  in  substantial  injury  to the
Company.  Executive hereby agrees that he will not copy, or remove from premises
occupied by the Company,  any Information and all such items shall remain at all
times the sole property of the Company. Executive shall not at any time directly
or indirectly  disclose any  Information  to any person not directly  affiliated
with the Company.  Executive  agrees that he shall not use,  either  directly or
indirectly,  at any time,  any  Information  other  than in  furtherance  of the
interest of the Company.  Executive further agrees that the material  disclosure
or use of Information by a spouse or member of the immediate family of Executive
(whether or not residing with Executive), or by any entity of which Executive or
any such  family  member is a partner,  equity  owners,  creditor  or  otherwise
significant  participant,  shall be deemed a violation of this  Agreement.  Upon
termination of his  employment,  Executive will promptly  deliver to the Company
all tangible materials and objects containing  Information (including all copies
thereof,  whether  prepared by Executive or others) which he may possess or have
under his  control.  The term  "Information"  shall not include any  information
concerning the Company other than any  information  which can be demonstrated by
Executive (i) to be generally  known in the industry or to the public other than
through  breach  of  Employee`s  obligations  hereunder,  (ii) to  have  been in
Employee`s  possession prior to his employment with the Company and not assigned
to the Company,  or (iii) to have been  disclosed to Executive by an independent
third party not under any obligation of confidentiality.

                  7.2      Covenant Not to Compete.
                           ------------------------

                           7.2.1  If  Executive`s  employment  with  Company  is
terminated  for Cause (as defined in Section  6.3) or if  Executive  voluntarily
terminates  his  employment  other than for Good  Reason (as  defined in Section
6.4), for a period beginning with the termination of Executive`s employment with
the  Company  and  continuing   until  twelve  (12)  months  from  the  date  of
termination, Executive covenants and agrees that he will not:

                           (i)   solicit,   entice  or  induce  any  person  who
                  presently is or at any time during the term hereof shall be an
                  employee  or  agent  of the  Company  to  become  employed  or
                  retained by any other person,  firm or corporation or to leave
                  their  employment  or  relationship  with  the  Company,   and
                  Executive  shall  not  approach  any  such  employee  for such
                  purpose or authorize  or knowingly  approve the taking of such
                  actions  by any  other  person,  or do any  other act that may
                  result in the impairment of the relationship  between any such
                  employee or agent and the Company, or

                           (ii) compete  with,  or encourage or assist others to
                  compete with, or solicit  orders or otherwise  participate  in
                  business   transactions  in  competition  with,  the  business
                  engaged  in by the  Company  at any  time  during  the term of
                  Employee`s  employment  (unless such business  shall have been
                  abandoned by the Company).  The restriction  contained in this
                  subparagraph 7(a)(iii) shall apply worldwide.


         For  purposes  of this  Paragraph  7,  Executive  will be  deemed to be
directly  or  indirectly  engaged in such  business or line of business if he is
engaged, or if he is actively negotiating or preparing to engage, in an endeavor

<PAGE>

or enterprise as a proprietor, partner, joint venturer,  stockholder,  director,
officer,  lender or other provider of financial assistance,  manager,  employee,
consultant, or agent, or if he otherwise controls such endeavor or enterprise.

         Nothing in the foregoing shall prohibit  Executive from engaging in any
business  that is not in  competition  with the  Company  after  termination  of
employment  with the Company,  or investing in the securities of any corporation
having  securities  listed on a national  securities  exchange  or traded on the
NASDAQ automated quotation system, provided that such investment does not exceed
5% of any  class  of  securities  of any  corporation  engaged  in  business  in
competition  with the Company,  and provided  that such  ownership  represents a
passive investment and that neither Executive nor any group of persons including
him, in any way, either directly or indirectly,  manages or exercises control of
any such  corporation,  guarantees any of its financial  obligations,  otherwise
takes  any  part  in  its  business,  other  than  exercising  his  rights  as a
shareholder, or seeks to do any of the foregoing.

                           7.2.2 Executive  acknowledges  that the  restrictions
contained  in this  Paragraph  7 are  reasonable  and  necessary  to protect the
legitimate business interests of the Company and that the Company would not have
entered into this  Agreement in the absence of such  restrictions.  By reason of
the  foregoing,  Executive  agrees that if he violates any of the  provisions of
this  Paragraph 7, the Company would sustain  irreparable  harm and,  therefore,
irrevocably  and  unconditionally  (i)  agrees  that in  addition  to any  other
remedies  which the Company may have under this  Agreement or otherwise,  all of
which remedies  shall be  cumulative,  the Company shall be entitled to apply to
any court of competent  jurisdiction  for preliminary  and permanent  injunctive
relief and other equitable relief,  (ii) that such relief and any other claim by
the Company  pursuant  hereto may be brought in the United States District Court
for the Eastern District of Pennsylvania, or if such court does not have subject
matter  jurisdiction  or will not accept  jurisdiction,  in any court of general
jurisdiction in Pennsylvania;  (iii) consents to the non-exclusive  jurisdiction
of any such court in any such suit,  action or  proceeding,  and (iv) waives any
objection  which  Executive  may have to the  laying of venue of any such  suit,
action  or  proceeding  in  any  such  court.  Executive  also  irrevocably  and
unconditionally  consents to the service of any process,  pleadings,  notices or
other papers in a manner permitted by the notice provisions hereof. In the event
that any of the  provisions of this  Paragraph 7 should ever be  adjudicated  to
exceed the time, geographic,  product or service, or other limitations permitted
by applicable  law in any  jurisdiction,  then such  provisions  shall be deemed
reformed  in such  jurisdiction  to the  maximum  time,  geographic,  product or
service, other limitations permitted by applicable law.

                           7.2.3 Executive agrees that the Company may provide a
copy of this Paragraph 7 to any business or enterprise  (i) which  Executive may
directly  or  indirectly  own,  manage,  operate,   finance,  join,  control  or
participate in the ownership,  management,  operation, financing, or control of,
or (ii)  with  which he may be  connected  as an  officer,  director,  employee,
partner,  principal,  agent,  representative,  consultant  or  otherwise,  or in
connection  with  which  he may use his  name or  permit  his  name to be  used;
provided,  however,  that this provision shall not apply after expiration of the
time  periods  set forth in Section  7.2.1 or with  respect  to any  activities,
entities or persons  excluded by the terms  hereof.  Executive  will provide the
names and  addresses  of any of such persons or entities as the Company may from
time to time reasonably request.

                           7.2.4 In the event of any breach or  violation of the
restriction contained in Section 7.2.1 above, the period therein specified shall
abate during the time of any violation thereof and that portion remaining at the
time of  commencement  of any  violation  shall  not  begin  to run  until  such
violation has been fully and finally cured.

                           7.2.6  In  the   event   any   court   of   competent
jurisdiction  determines that any of the foregoing provisions is unreasonable or
contrary to law with respect to their time or geographic  restriction,  or both,
the parties hereto  authorize such court to substitute  such  restrictions as it
deems appropriate without invalidating this Paragraph 7 or this Agreement.


<PAGE>

                           7.2.7 Executive  hereby  acknowledges and agrees that
the Company`s agreement to enter into this Agreement on the terms and conditions
set  forth  herein,  and the basic  compensation,  annual  bonus  and  severance
benefits, if any, to be paid to him hereunder, individually constitutes good and
valuable consideration for the covenants set forth in this Section 7.2.

                  7.3 The  provisions  of this  Paragraph  7 shall  survive  the
expiration  of this  Agreement or the  termination  of this  Agreement by either
party.

         8. Miscellaneous.
            --------------

                  8.1 Any notice, demand or communication  required or permitted
under this Agreement  shall be in writing and shall be sufficient when delivered
personally,  or three (3) days after mailing by  registered  or certified  mail,
return  receipt  requested,  or the  next day if sent by  nationally  recognized
overnight  courier  with  proof  of  delivery,  in each  case  postage  prepaid,
addressed as follows:

                           If to the Company:

                           US Patriot, Inc.
                           111 Presidential Boulevard
                           Suite 158
                           Bala Cynwyd, PA 19004
                           Attention: Cecile Coady

                           If to the Executive:

                           Chris Schwartz
                           101 Charles Drive
                           Bryn Mawr, PA 19010

The  foregoing  addressees  may be  changed  at any time by notice  given in the
manner herein provided.

                  8.2 This Agreement  constitutes the entire  understanding  and
agreement  between  Company  and  Executive  regarding  its  subject  matter and
supersedes  all prior  negotiations  and  agreements,  whether  oral or written,
between  them with  respect to its subject  matter.  This  Agreement  may not be
modified except by a written agreement signed by the Executive and the Company.

                  8.3 This  Agreement  shall be  binding  upon and  inure to the
benefit of the parties and their  respective  heirs,  executors,  successors and
assigns, except that this Agreement may not be assigned by the Executive.

                  8.4 No  waiver  by  either  party of any  condition  or of the
breach by the other of any term or covenant contained in this Agreement, whether
by  conduct  or  otherwise,  in any one or more  instances  shall be  deemed  or
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other  condition,  or the breach of any other term or covenant set
forth in this Agreement.  Moreover,  the failure of either party to exercise any
right hereunder shall not bar the later exercise thereof.


<PAGE>

                  8.5 This  Agreement  shall be  governed  by the  statutes  and
common laws of the  Commonwealth  of  Pennsylvania,  excluding its choice of law
statutes or common law.

                  8.6 The headings of the various  sections and paragraphs  have
been  included  herein  for  convenience  only and  shall  not be  construed  in
interpreting this Agreement.

                  8.7 If any provision of this  Agreement  shall be held invalid
or unenforceable, the remainder of this Agreement shall, nevertheless, remain in
full force and effect.  If any provision is held invalid or  unenforceable  with
respect to  particular  circumstances,  it shall,  nevertheless,  remain in full
force and effect in all other circumstances.

                  8.8 This  Agreement  may be executed in several  counterparts,
each of which shall be deemed to be an original but all of which  together  will
constitute one and the same instrument.


         IN WITNESS  WHEREOF,  this Agreement has been executed by the Executive
and on behalf of the  Company by its duly  authorized  officer on the date first
above written.

ATTEST:                                  US Patriot, Inc.

By:                                      By:
  ------------------------------            ---------------------------------
                                            President

  -----------------------------             ---------------------------------
  Secretary                                 Chris Schwartz





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