EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT (the "Agreement") is effective as of June 1,
2004 (the "Effective Date") by and between NUWAVE TECHNOLOGIES, INC., a Delaware
corporation (the "Company"), and GEORGE KANAKIS (the "Employee").


                                   RECITALS:

         Employee's participation in the business of the Company is essential to
the  Company's  success.  The  parties  wish to provide  for the  employment  of
Employee  by the Company  from and after the date  hereof,  and to restrict  the
ability of Employee to compete with the Company, all on the terms and conditions
herein set forth.

         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

         1.  Employment.  Subject to Section 3 below, the Company hereby employs
Employee for a term of five (5) years (the "Employment Term"), commencing on the
Effective  Date, to serve as the President  and Chief  Executive  Officer of the
Company and to perform  such  services  and duties as are  consistent  with such
position and as may be directed by the Company's  Board of  Directors.  Employee
shall report to the Board of Directors of the Company.  Employee  hereby accepts
such  employment.  During the term of his employment  hereunder,  Employee shall
devote his full  business  time,  attention,  knowledge  and skills  faithfully,
diligently and to the best of his ability to perform his duties  hereunder,  and
Employee shall not engage in any venture or activity that materially  interferes
with Employee's performance of his duties hereunder.

         2.  Compensation and Benefits.  During the Employment Term, the Company
shall pay Employee the compensation and other amounts set forth below.

                  2.1.  Salary.  The Company shall pay Employee an annual salary
("Salary") in the amount of $125,000,  subject to increases as determined by the
Company's Board of Directors.  The Employee's  salary shall be payable in weekly
installments subject to such deductions as may be required by law.

                  2.2. Bonus.

                           (a) The  Employee  shall be entitled to a bonus equal
to 12.5% of the net income  attributable to each of the Company's  subsidiaries.
In calculating  the bonus  hereunder,  all items of income  (including,  without
limitation, all items of revenue and capital gains) and expenses attributable to
each such subsidiary  shall be taken into account.  Such  calculations  shall be
made for each  subsidiary on a stand-alone  basis and shall not be  consolidated
with the Company or any other subsidiary.

                           (b) The  Employee  shall be  eligible  for  incentive
bonus  compensation  (a "Bonus") in an amount to be  determined  by the Board of
Directors.

<PAGE>

                  2.3.  Stock and Option  Grants.  On the date hereof,  Employee
shall receive a grant of 75,000 shares of the Company's common stock and options
to purchase  100,000  shares of the Company's  common stock at an exercise price
equal  to the  closing  bid  price  of the  Company's  common  stock on the date
immediately  prior to the date of grant.  All  grants  hereunder  shall be fully
earned as of the date hereof.  Additional  grants shall be at the  discretion of
the Company's Board of Directors.

                  2.4. Benefits. On the date hereof, Employee shall receive: (i)
the employee  benefits and perquisites  provided by the Company to its executive
officers  from  time-to-time,  including  health  insurance  and 5  weeks'  paid
vacation  during each calendar  year,  (ii)  reimbursement  of automobile  lease
payments up to $1,000 per month, (iii)  reimbursement for parking charges at the
Company's offices and automobile insurance and (iv) reimbursement for reasonable
and necessary  out-of-pocket  expenses incurred in the performance of his duties
hereunder,  including,  but not limited to,  parking,  travel and  entertainment
expenses (such  expenses shall be reimbursed by the Company,  from time to time,
upon presentation of appropriate receipts therefore).

         3. Termination.

                  3.1.  The  Employee's  employment  pursuant to this  Agreement
shall be terminated by the first to occur of the following events:

                           (a) The death of Employee.

                           (b) The Complete  Disability  of Employee.  "Complete
Disability" as used herein shall mean the inability of Employee, due to illness,
accident or any other  physical or mental  incapacity,  to perform the  services
provided for in this  Agreement for an aggregate of 90 days within any period of
twelve (12) consecutive months during the term hereof.

                           (c) The  discharge  of  Employee  by the  Company for
Cause. "Cause" as used herein shall mean:

                                    (i) illegal drug use or alcohol abuse;

                                    (ii)  conviction  of a  felony  or  a  crime
involving moral turpitude;

                                    (iii) acts of fraud by Employee  against the
Company or its  affiliates,  or in connection with the performance of his duties
hereunder,  as  determined  by the Company  after  investigation,  notice of the
charge to Employee and after  allowing  Employee an  opportunity  to explain the
conduct in question; or

                                    (iv)  the  Employee's   willful  failure  or
refusal to comply with the provisions of this Agreement or to perform Employee's
duties and obligations  under this Agreement,  in any material  respect,  in the
Board of Directors'  discretion (a "Default");  provided,  however,  that in the
case of this  subsection  (iv),  termination for "Cause" shall occur only if the
Company has given  written  notice of the Default to Employee  and  Employee has
failed to cure the Default in  question  during a period of seven (7) days after
the date of Employee's receipt of such notice.


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<PAGE>

                  3.2. Upon any termination pursuant to Section 3.1, the Company
shall be released from all obligations  hereunder  (except for the obligation to
pay any  compensation  and  benefits  described  in  Section 2 hereof  which are
accrued  and  unpaid  as  of  the  date  of  termination),   including,  without
limitation, the obligation to compensate Employee pursuant to Section 2 hereof.

         4. Confidentiality/Covenant Against Unfair Competition.

                  4.1.  The  Company  and  the  Employee  acknowledge  that  the
services to be  performed by the Employee  under this  Agreement  are unique and
extraordinary  and,  as a result of such  employment,  the  Employee  will be in
possession of confidential information relating to the business practices of the
Company. The term "Confidential  Information" shall mean any and all information
(verbal and written) relating to the Company or any of its affiliates, or any of
their respective  activities,  other than such information which can be shown by
the Employee to be in the public domain (such information not being deemed to be
in the public domain merely  because it is embraced by more general  information
which is in the  public  domain)  other  than as the  result  of  breach  of the
provisions  of this  Section  4.1,  including,  but not limited to,  information
relating to: trade secrets,  personnel lists,  financial  information,  research
projects,  services used, pricing, software, software code, technical memoranda,
designs and specifications,  new products and services,  comparative analyses of
competitive  products,  technology,  know-how,  customers,  customer  lists  and
prospects,  product sourcing,  marketing and selling and servicing. The Employee
agrees  that he will not,  during  or for a period of three (3) years  after the
termination of employment, directly or indirectly, use, communicate, disclose or
disseminate to any person, firm or corporation any Confidential Information.

                  4.2. Employee agrees that during the Employment Term and for a
period of two (2) years  following the  termination of his  employment  (for any
reason),  he will not, for his own account or jointly with another,  directly or
indirectly,  for or on behalf of any individual (including,  without limitation,
any person related by blood, adoption or marriage or other person), partnership,
corporation, or other legal entity, as principal, agent or otherwise:

                           (a) own,  control,  manage,  be employed by,  consult
with, or otherwise participate in, a business involved within the Trade Area (as
hereinafter  defined)  involved in any business or activity  which competes with
the business  conducted by the Company or any of its subsidiaries at the time of
such termination.

                           (b)  solicit or induce,  or in any manner  attempt to
solicit or induce,  any person (i) which is or was a customer  of the Company or
any of its future  subsidiaries  or any  successor of any such  customer or (ii)
employed  by the  Company  or  any of its  future  subsidiaries  to  leave  such
employment, whether or not such employment is pursuant to a written contract and
whether  or not such  employment  is at will,  or hire any  person  who has been
employed  by the Company or any its future  subsidiaries  at any time during the
six (6) month period preceding such hiring; or

                           (c)   interfere    with   the   Company's    business
relationships,  including,  without limitation,  the business relationships with
the Company's customers, clients, vendors or referral sources.


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<PAGE>

                  4.3.  As used  herein,  the term  "Trade  Area" shall mean any
locations in which the Company has conducted business at any time during the six
(6) month period preceding the termination of employment.

                  4.4.  Employee  recognizes  the  importance  of the  covenants
contained in this Section 4 and acknowledges  that, based on his past experience
and his position as an executive of the Company and the  projected  expansion of
the Company's business,  the restrictions  imposed herein are: (a) reasonable as
to scope,  time and area;  (b)  necessary  for the  protection  of the Company's
legitimate business  interests,  including,  without  limitation,  the Company's
trade secrets,  goodwill, and its relationship with customers and suppliers; (c)
not  unduly  restrictive  of any  Employee's  rights as an  individual;  and (d)
supported by adequate  consideration.  Employee acknowledges and agrees that the
covenants  contained in this Section 4 are essential elements of this Agreement.
Such  covenants  shall be  construed  as  agreements  independent  of any  other
provision of this Agreement.

                  4.5. If  Employee  commits a breach or  threatens  to commit a
breach of any of the  provisions  of this Section 4, the Company  shall have the
right and remedy, in addition to any others that may be available,  at law or in
equity,  to have the provisions of this Section 4  specifically  enforced by any
court having equity  jurisdiction,  through  injunctive or other relief (without
any bond or security being required to be posted),  it being  acknowledged  that
any such  breach or  threatened  breach  will  cause  irreparable  injury to the
Company,  the amount of which will be  difficult  to  determine,  and that money
damages will not provide an adequate remedy to the Company.

                  4.6. If any covenant  contained in this Section 4, or any part
thereof, is hereafter  construed to be invalid or unenforceable,  the same shall
not affect the  remainder  of the  covenants,  which shall be given full effect,
without regard to the invalid portions,  and any court having jurisdiction shall
have the power to reduce the  duration,  scope and/or area of such covenant and,
in its  reduced  form,  said  covenant  shall then be  enforceable.  If Employee
breaches  the  covenants  set  forth  in this  Section  4,  the  running  of the
noncompete  period described herein (but not his obligation) shall be tolled for
so long as such breach continues. The provisions of this Section 4 shall survive
the  expiration  and  termination  of this  Agreement,  and the  termination  of
Employee's employment hereunder.

         5.  Company  Property.  The  Company  shall  be the  sole  owner of all
products and proceeds of the Employee's services hereunder,  including,  but not
limited to, all  software,  software  products  and code,  technical  memoranda,
design and specifications,  materials,  ideas, concepts,  formats,  suggestions,
developments, arrangements, packages, programs and other intellectual properties
that the  Employee  may have or may in the future  acquire,  obtain,  develop or
create in connection with and during the term of the Employee's  employment with
the  Company  (including  his  employment  with  the  Company  prior to the date
hereof),  free and clear of any claims by the Employee (or anyone claiming under
the  Employee) of any kind or character  whatsoever  (other than the  Employee's
right to receive compensation hereunder).  The Employee shall, at the request of
the Company, execute such assignments,  certificates or other instruments as the
Company  may  from  time  to time  deem  necessary  or  desirable  to  evidence,
establish,  maintain,  perfect,  protect, enforce or defend its right, title and
interest in or to any such  properties.  Upon the  termination of the Employee's
employment  for  any  reason  whatsoever,  all  documents,  records,  notebooks,


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<PAGE>

equipment,  price lists,  specifications,  programs,  customer  and  prospective
customer  lists and other  materials  which refer or relate to any aspect of the
Business  which are in the  possession  of the  Employee  (including  all copies
thereof), shall be promptly returned to the Company.

         6. Related Party  Transactions.  So long as Employee is employed by the
Company,  he shall not, without the prior written consent of the Company,  cause
or permit the Company,  or any  subsidiary to enter into or effect any agreement
or  transaction,  or provide or receive any service,  between the Company or any
subsidiary on the one hand, and Employee or a Related Party (defined below),  on
the other hand, except for the employment  relationship  contemplated hereby. In
any event, any such agreements,  transactions or services shall be at prices and
terms which are equal to the prices and terms available for similar  agreements,
transactions or services with unrelated third parties. As used herein,  "Related
Party"  means (i) any person  related by blood,  adoption,  or  marriage  to the
Employee,   (ii)  any  director  or  officer  of  the  Company  or  any  of  its
subsidiaries,  (iii) any  corporation or other entity in which the Employee has,
directly or indirectly,  at least five percent (5%)  beneficial  interest in the
capital  stock or other type of equity  interest  in such  corporation  or other
entity,  or (iv) any partnership in which the Employee is a general partner or a
limited partner having a five percent (5%) or more interest therein.

         7.  Successors.  This Agreement is personal to Employee and without the
prior written  consent of the Company shall not be assignable by Employee.  This
Agreement is not assignable by the Company except in connection with the sale of
all or substantially all of the Company's assets. Subject to the foregoing, this
Agreement  shall inure to the benefit of and be binding upon the Company and its
successors and assigns.

         8. Miscellaneous.

                  8.1.  Modification  and Waiver.  Any term or condition of this
Agreement  may be waived at any time by the party hereto that is entitled to the
benefit thereof; provided, however, that any such waiver shall be in writing and
signed  by the  waiving  party,  and no such  waiver of any  breach  or  default
hereunder  is to be implied  from the  omission  of the other  party to take any
action on account thereof.  A waiver on one occasion shall not be deemed to be a
waiver of the same or of any other breach on a future  occasion.  This Agreement
may be modified or amended only by a writing signed by both parties hereto.

                  8.2.  Governing Law. The validity and effect of this Agreement
shall be governed by and construed  and enforced in accordance  with the laws of
the State of New Jersey.

                  8.3.  Tax  Withholding.  The  Company  may  withhold  from any
amounts  payable  under this  Agreement  such taxes as shall be  required  to be
withheld pursuant to any applicable law or regulation.

                  8.4. Section Captions. Section and other captions contained in
this  Agreement  are for  reference  purposes only and are in no way intended to
describe,  interpret,  define  or limit  the  scope,  extent  or  intent of this
Agreement or any provision hereof.


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<PAGE>

                  8.5.  Severability.  Every  provision  of  this  Agreement  is
intended to be severable.  If any term or provision hereof is illegal or invalid
for any reason  whatsoever,  such illegality or invalidity  shall not affect the
validity of the remainder of this Agreement.

                  8.6.  Integrated  Agreement.  This Agreement  constitutes  the
entire  understanding and agreement among the parties hereto with respect to the
subject matter hereof, and supersedes any other employment  agreements  executed
before the date hereof. There are no agreements,  understandings,  restrictions,
representations,  or  warranties  among the  parties  other than those set forth
herein or herein provided for.

                  8.7.  Interpretation.  No provision of this Agreement is to be
interpreted  for or against any party  because that party or that party's  legal
representative drafted such provision. For purposes of this Agreement: "herein,"
"hereby," "hereunder,"  "herewith," "hereafter," and "hereinafter" refer to this
Agreement in its entirety, and not to any particular section or subsection. This
Agreement may be executed in any number of counterparts,  each of which shall be
deemed  an  original,  and all of  which  shall  constitute  one  and  the  same
instrument.

                  8.8.  Notices.  All  notices,  requests,   demands,  or  other
communications  required or permitted hereunder shall be in writing and shall be
deemed to have been duly given upon receipt if delivered in person or by Federal
Express (or similar  overnight  courier service) to the parties at the following
addresses:


                   If to Employee:     George Kanakis

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

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

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

                  If to the Company:   NuWave Technologies, Inc.
                                       1416 Morris Avenue, Suite 207
                                       Union, New Jersey 07083

                   With a Copy to:     Clay E. Parker, Esq.
                                       Kirkpatrick & Lockhart LLP
                                       201 South Biscayne Boulevard, Suite 2000
                                       Miami, Florida 33131

Any party may change the address to which  notices,  requests,  demands or other
communications  to such  party  shall be  delivered  or mailed by giving  notice
thereof to the other parties hereto in the manner  provided  herein.  Any notice
may be given on behalf of a party by its counsel.

                  8.9. NO JURY TRIAL. THE PARTIES HEREBY KNOWINGLY,  VOLUNTARILY
AND  INTENTIONALLY  WAIVE  THE  RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT AND ANY DOCUMENT  CONTEMPLATED TO BE EXECUTED IN CONJUNCTION


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<PAGE>

HEREWITH,  OR ANY COURSE OF  CONDUCT,  COURSE OF  DEALING,  STATEMENTS  (WHETHER
VERBAL OR  WRITTEN)  OR  ACTIONS  OF ANY  PARTY.  THIS  PROVISION  IS A MATERIAL
INDUCEMENT FOR THE PARTIES' ACCEPTANCE OF THIS AGREEMENT.

         IN  WITNESS  WHEREOF,   the  parties  hereto  have  entered  into  this
Employment Agreement as of the Effective Date.

                                            COMPANY:

                                            NUWAVE TECHNOLOGIES, INC.


                                            By: /s/  Robert Legnosky
                                                -----------------------------
                                            Name: Robert Legnosky
                                                  ---------------------------
                                            Title: Director
                                                   --------------------------


                                            EMPLOYEE:

                                            /s/ George Kanakis
                                            ---------------------------------
                                            George Kanakis



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