<PAGE>

                                   EXHIBIT 9.4


                              MORGAN BEAUMONT, INC.

                              EMPLOYMENT AGREEMENT


THIS AGREEMENT (this "Agreement") is made and entered into this 1st day of
October, 2004 (the "Effective Date"), by and between the Morgan Beaumont, Inc.
(the "Company"), and James Smith, III ("Employee"). The Company desires to
retain Employee, and Employee desires to accept or continue employment pursuant
to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in
consideration of their mutual agreements, the parties agree as follows:

                             : PROVISION OF SERVICES

The Company hereby retains Employee in the capacity described in EXHIBIT A.
Employee hereby accepts such position. Employee shall (i) perform all duties and
responsibilities assigned by the Company, and (ii) such additional duties as are
set forth in EXHIBIT A (collectively, the "Services").

                         : CERTAIN COVENANTS OF EMPLOYEE

              PERFORMANCE OF SERVICES. Employee is employed to perform the
Services exclusively under this Agreement. Employee shall devote full time and
attention and best efforts to providing the Services in a high quality,
efficient and economical manner.

              ADEQUATE COVERAGE. Employee shall provide the Services in a manner
sufficient to meet the needs of the Company, as may be reasonably determined
from time-to-time by the Company, but shall include but not be limited to
working during regular business hours as established by the Company and as
otherwise needed.

              ADHERENCE TO COMPANY'S POLICIES AND RULES. Employee shall fully
comply with all Company policies, procedures and rules, whether now in force or
hereafter adopted or amended at the Company's discretion.

              CONDUCT. Employee shall adhere to all applicable ethical rules and
all applicable Federal, state, and local laws, rules, and regulations. Employee
shall act in a professional and cooperative manner in all matters concerning
employment by the Company.

              OUTSIDE EMPLOYMENT. Prior to the termination of this Agreement
Employee shall not accept any other office or outside employment, full time or
part time, whether public, private, for-profit or non-profit, and whether with
or without compensation, without the written consent of the Company CEO or
President. Except, however, Employee may engage in unpaid, purely personal,
non-profit work that does not in any way violate the Company's policies or the
Restrictive Covenant provisions and does not interfere with Employee's
performance for the Company.

              COMPLIANCE WITH LAWS. Employee shall adhere to all Federal, state,
and local laws, rules, and regulations and shall observe and conduct his or her
activities with respect to co-workers, employees and agents, and others in

<PAGE>

compliance with all federal, state and local laws and ordinances, including
anti-discrimination laws and those governing the appropriate treatment of
employees.

              OWNERSHIP AND RETENTION OF FILES, DOCUMENTS AND RECORDS. All
records and related documents (collectively, "Records") created by Employee, if
any, while performing Services shall belong to the Company. Records shall not be
removed from Company property without the Company President's prior consent.

              SETOFF. In the event Employee owes the Company any amount, the
Company shall have the right to setoff that amount against amounts owed to
Employee, through payroll deduction or otherwise.

                           : COMPENSATION AND BENEFITS

              COMPENSATION AND BENEFITS. In consideration of Employee's
compliance with this Agreement, Company shall pay Employee compensation and
provide benefits as described in EXHIBIT B pursuant to the Company's normal
payroll procedures. NON-CASH COMPENSATION. The Company shall provide Executive
with non-cash compensation as set forth on EXHIBIT C.

              EMPLOYEE STOCK PLAN. Employee will be permitted to participate in
any Company employee stock incentive or stock benefit plan adopted by the
Company and approved by the Board of Directors pursuant to the terms of such
plan.

                               : EMPLOYMENT STATUS

To the extent that Employee acts within the scope of this Agreement, Employee
shall be regarded as an employee of the Company, including, without limitation,
income tax and employment tax purposes, and shall represent such to third
parties. The Company shall withhold and be responsible for the payment of any
Federal, state or local income or occupational taxes, FICA taxes, unemployment
compensation or workers' compensation contributions, or similar payments. In the
event Employee acts outside the scope of this Agreement, he or she shall be
acting on his or her own accord and not for the Company or as an employee or
agent of the Company.

                             : TERM AND TERMINATION

              TERM. The term of the Agreement shall be from October 1, 2004 to
September 30, 2006. The terms and conditions of Employee's employment are
subject to change at any time. Employee may resign at any time, with or without
reason. Employer may terminate Employee's employment at any time, with or
without cause. This Agreement shall continue in effect until it is terminated by
either party.

              TERMINATION UPON EXPIRATION OF PROBATIONARY PERIOD. The initial 90
day period of employment is the probationary or introductory period. In the
event Employee's employment is terminated during the probationary period based
on performance, Employee agrees and acknowledges that Employer shall have no
responsibility, directly or indirectly, to Employee for Unemployment
Compensation payments.


                                       2
<PAGE>

              NOTICE. Either party may terminate this Agreement at any time.
However, in the event Employee terminates without giving four (4) weeks written
notice to the Company, any Compensation owed to Employee at that time shall be
reduced to the minimum wage provided by law rather than the regular compensation
amount. However, if Employee is unable to give notice due to medical, health or
other unavoidable condition or the Company otherwise waives this provision,
Employee's final pay shall not be reduced as set forth in this Section.

              VACATION OF PREMISES AND STATUS REPORT. Upon any termination of
this Agreement, Employee shall, on or before the effective date for said
termination: (i) remove all personal possessions from the office and other areas
Employee occupies within the Company, (ii) vacate the premises owned or occupied
by the Company, (iii) return to the Company all equipment, records, and other
property of the Company then in Employee's possession, or otherwise under
Employee's direction or control, and (iv) within 3 days of the termination shall
advise the Company's President in writing of the progress and status of material
matters for which Employee had primary responsibility.

              EFFECT OF TERMINATION. Upon termination of this Agreement, neither
party shall have any further obligation hereunder except for (i) obligations
accruing prior to the date of termination, and (ii) obligations or covenants
contained herein that are expressly intended to extend beyond the term of this
Agreement, including, without limitation, covenants relating to confidentiality,
non-competition, non-solicitation, and non-piracy, and setoff. Employee's final
paycheck shall be due to Employee on the next payroll date within 14 days of
Employee's compliance with this Agreement.

              PAYMENT BY COMPANY UPON SEPARATION. Subject to the Setoff
provision, if this Agreement is terminated for any reason, the Company shall pay
to Employee accrued but unpaid base compensation through the date of
termination. Payment or forfeiture of vacation pay, sick pay, and bonuses shall
be shall pursuant to Company policy in effect at the time of separation. . The
payments set forth in this subsection shall be in full and complete discharge of
any and all liabilities or obligations of the Company to Employee under this
Agreement, and Employee shall be entitled to no further benefits under this
Agreement.

                             : RESTRICTIVE COVENANTS

              TERMS OF AGREEMENT. Employee understands the Company's need to
protect the Company's Business, Company Assets and its relationships with its
Business Associates. Business Associates shall mean clients, customers,
suppliers, employees, independent contractors, funding sources, and referral
sources. Business shall mean any and all businesses in which the Company
currently participates and those which the Company contemplates participation.
Company Assets shall mean the Company's relationships with its Business
Associates, all Confidential Information and all information, documents and
other goods owned by the Company. Employee hereby agrees that the terms of this
Agreement are fair and reasonable and will not constitute an undue hardship on
Employee. Employee understands that the terms of this Agreement apply regardless
of the reason for or the circumstances relating to Employee's termination or
separation from the Company. A claim against the Company by Employee is not a
defense to the Company's enforcement of this Agreement.


                                       3
<PAGE>

              LOYALTY DURING EMPLOYMENT. Employee agrees that during employment,
Employee owes a duty of loyalty to the Company. Employee will not take any
action adverse to the interests of the Company during employment. Employee
expressly agrees that Employee will not directly or indirectly solicit the
Company's actual or potential Business Associates; and will not directly or
indirectly compete with the Company; and will protect and not disclose the
Company's confidential information and Company Assets, including but not limited
to Trade Secrets. Employee expressly acknowledges that during employment,
Employee will not directly or indirectly receive compensation or remuneration of
any kind relating to the Business, including a kick-back or commission, from any
referral sources, client, supplier, competitor, or other Business Associate of
the Company or from any source other than the Company without the Company
President's express permission.

              NON-SOLICITATION/NON-COMPETITION. Upon hiring and during the
course of Employee's employment with the Company, the Company may reveal to
Employee significant information about Business Associates in addition to other
Company Assets. The Company will assist Employee in developing relationships
with its actual and potential referral sources, clients, and other Business
Associates. Employee acknowledges that but for his agreement to comply with the
terms and conditions of this Agreement, Employee would not be employed by the
Company, and the Company would not reveal this information to Employee or assist
Employee in developing these relationships. Accordingly, Employee hereby agrees
that after the effective date of termination or separation of Employee's
employment with the Company, for any reason, Employee shall not (either as an
individual on his/her own account, or as a partner or joint venturer, or as an
employee or agent, or under the authority of any person or business entity, or
as an officer, director or stockholder of a company) directly or indirectly
solicit or contact for any business-related purpose any Business Associate of
the Company, especially actual and potential referral sources and actual and
potential clients, without the specific written consent of the Company
President. Further Employee shall not be employed in any capacity or receive
compensation from any entity that is soliciting the Company's Clients. This
obligation shall begin on the Employee's final date of employment with the
Company and shall expire the latter of (a) two years following the Employee's
final date of employment with the Company or (b) two years following any
violation of this Agreement by Employee.

              NON-PIRACY. Upon hiring and during the course of Employee's
employment with the Company, the Company will reveal to Employee significant
valuable and Confidential Information about the Company and Business Associates
in addition to its other Company Assets. The Company will assist Employee in
developing relationships with its employees and independent contractors, and
recruits. Employee acknowledges that but for his/her agreement to comply with
the terms and conditions of this Agreement, Employee would not be employed by
the Company, and the Company would not reveal this information to Employee or
assist Employee in developing these relationships. Accordingly, Employee hereby
agrees that after the effective date of termination or separation of Employee's
employment with the Company, for any reason, Employee shall not (either as an
individual on his/her own account, or as a partner or joint venturer, or as an
employee or agent, or under the authority of any person or business entity, or
as an officer, director or stockholder of a company) directly or indirectly,
solicit, or attempt to influence any employee, independent contractor, or
recruit of the Company to (a) alter or terminate his/ her employment
relationship with the Company or (b) to enter into any other business


                                       4
<PAGE>

relationship relating to the Company's Business without the written consent of
the Company President. These obligations shall begin on the Employee's final
date of employment with the Company and shall expire the latter of (a) two years
following the Employee's final date of employment with the Company or (b) two
years following Employee's violation of this provision.

              CONFIDENTIALITY. Employee agrees that during the period of
employment by the Company, AND AT ALL TIMES thereafter, Employee will take all
necessary means to safeguard and protect the confidentiality of all Confidential
Information (as defined herein). Employee will not directly or indirectly
disclose, or authorize or permit anyone under Employee's direction to disclose,
to anyone not properly entitled to such disclosure any Confidential Information,
without the prior written consent of the Company President. For the purposes of
this Agreement, "Confidential Information" shall mean information possessed by
the Company relating to the Company's Business, referral sources, employees,
clients or other Business Associates. Confidential Information shall further be
deemed to include, but not be limited to, information relating to disclosures,
processes, systems, know-how, methods, techniques, drawings, apparatus,
formulae, patentable and non-patentable inventions, trade secrets, technical
data, government filings, materials, devices, costs, pricing information,
payroll, finances, business plans, marketing plans, business strategy,
promotional methods, client information and supplier information. Information or
collections of information shall be included in the definition of Confidential
Information if not known by the trade generally, even though portions of such
information may be publicly available, or may be available to certain third
parties pursuant to arrangements with the Company or other having contractual
relationships with the Company. Confidential Information shall include
information, whether verbal or written, whether disclosed to or learned by
Employee intentionally or inadvertently, and whether learned directly or
indirectly because of Employee's relationship with the Company. Notwithstanding
the foregoing, Confidential Information shall not include information which
Employee can demonstrate by written proof was known to Employee prior to
Employee's initial employment with the Company and which was not the subject of
a contractual, legal or fiduciary duty to not disclose. The obligations of
Employee hereunder shall continue in effect indefinitely.

                                   : INDEMNITY

              The Employee shall indemnify and hold the Employer harmless from
and against any and all claims or actions brought by any person or from
liabilities, loses damages, costs, penalties and expenses, including but not
limited to attorneys' fees, costs and interest incurred by counsel of Employer's
choice, which may be sustained or incurred at any time by reason of:

                      THE EMPLOYEE'S FAILURE TO PERFORM THE SERVICES,
RESPONSIBILITIES AND DUTIES SET OUT IN THIS AGREEMENT; OR

                      THE EMPLOYEE'S GROSS NEGLIGENCE OR WILLFUL CONDUCT IN
PERFORMING OR FAILING TO PERFORM ANY SERVICE WITHIN THE SCOPE OF EMPLOYEE'S
EMPLOYMENT UNDER THIS AGREEMENT; OR

                      VIOLATIONS OF THE PROHIBITIONS OF CRIMINAL STATUTES UNDER
FEDERAL OR STATE LAW; OR


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<PAGE>

                      VIOLATIONS OF THE PROHIBITIONS OF CIVIL STATUTES OR
REGULATIONS UNDER FEDERAL OR STATE LAW (OTHER THAN THOSE INVOLVING SIMPLE OR
ORDINARY NEGLIGENCE).

              PROPRIETARY INFORMATION. Employee agrees that all documents,
information, and intellectual property purchased, possessed or created by any
employee of the Company, including Employee, during employment and relating to
the Company's Business are owned by and shall be controlled by the Company
UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING. Without limiting the foregoing,
Employee agrees that all works, inventions and creations that relate in any way
to the Company's Business and which were invented or created while Employee was
an employee of the Company are owned by the Company. Upon termination, Employee
will immediately cease use of all information and property related to the
Company's Business and Employee will return all copies thereof to the Company by
Employee. Any discovery or invention or other proprietary information, including
without limitation, technical know-how, manufacturing techniques and pricing
procedures of the Company, which is known to Employee, but which has not been
authorized to be disclosed to the public, shall be deemed a Trade Secret and
Confidential Information held by Employee in strictest confidence and in a
fiduciary capacity for the exclusive benefit of the Company and the Company's
successors and assigns. UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, Employee
shall have no right to duplicate, translate, reverse engineer or adopt products,
processes or other Confidential Information without the Company President's
prior written consent. Employee shall promptly notify the Company of any third
party duplication, distribution, or use of any Company Confidential Information
which comes to the attention of Employee and shall provide the Company with
whatever reasonable assistance is necessary to stop such activities. Employee
agrees to execute any documents and take all reasonable steps to carry out this
provision and protect the Company's rights regarding its proprietary
information.

              INDEPENDENCE OF AGREEMENT AND INTERPRETATION. Each of these
covenants on the part of Employee shall be construed as an agreement independent
of any other agreement, and the existence of any claim or cause of action by
Employee against the Company, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement by the Company of these
covenants. Each of these covenants shall be supported individually by the
consideration referenced herein. Each covenant shall be interpreted as broadly
as permitted by law, and if the law would require that any provision be
restricted for any reason, it is the Parties' desire that the Agreement remain
in full force and effect to the extent permitted by law.

              REMEDIES. Employee further acknowledges and agrees with the
Company that the particular matters referred to in this Agreement are of such
nature that in the event of a threatened or actual violation thereof, proof of
damages would be extremely difficult. Therefore, in the event of the breach or
threatened breach by Employee of the covenants contained herein, Employee agrees
that the Company shall be entitled to injunctions, both preliminary and final,
without bond or security, enjoining and restraining such breach or threatened
breach and such remedies shall be in addition to all other remedies which may be
available to the Company either at law or in equity. The Company and Employee
agree and acknowledge that a violation of the covenants contained herein shall
cause the Company to suffer irreparable damages, including the potential
inability of the Company to prove specific money damages and Employee agrees
that he or she is estopped from subsequently asserting in any action to enforce


                                       6
<PAGE>

the provisions of the covenants contained herein that the Company has an
adequate remedy at law and therefore is not entitled to injunctive relief. The
Company shall maintain its right to collect from Employee damages caused by
Employee's breach of this Agreement.

                              : STANDARD PROVISIONS

              AVOIDANCE OF VIOLATIONS; MODIFICATION. Notwithstanding any
provision of this Agreement, the parties shall not violate any applicable laws,
rules, or regulations. The parties shall modify this Agreement to the extent
necessary to comply with such laws, rules, and regulations.


              AMENDMENT. No amendment to this Agreement shall be effective
unless it is in writing, attached to, or made a part of this Agreement, and
executed by a duly authorized representative of each party.

              ASSIGNMENT. This Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns. The Employee must personally perform the
Services. The Company may assign this Agreement to an entity with which it
becomes merged or otherwise affiliated and such entity may be added to or may
replace the Company at the Company's discretion upon notice to the Employee.

              ENTIRE AGREEMENT. This Agreement and its exhibits embody the
entire agreement and understanding of the parties in respect of the transactions
contemplated by this Agreement. There are no restrictions, promises,
representations, warranties, covenants or undertakings, other than those
expressly set forth or referred to herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such
transactions.

              NO THIRD PARTY RIGHTS. This Agreement is intended solely for the
benefit of the parties hereto and shall not be deemed to create any rights in
any other person or entity.

              SEVERABILITY. If any provision or portion of this Agreement shall
become invalid or unenforceable for any reason, there shall be deemed to be made
such minor changes in such provision or portion as are necessary to make it
valid or enforceable. The invalidity or unenforceability of any provision or
portion hereof shall not affect the validity or enforceability of the other
provisions or portions hereof.

              CAPTIONS. The captions of this Agreement are for convenience only
and are not a part of this Agreement and do not in any way limit or amplify the
provisions of this Agreement.

              WAIVER OF COMPLIANCE. Except as otherwise provided in this
Agreement, any breach by a party may only be waived by the other party in a
written instrument signed by the waiving party. Such waiver shall not operate as
a waiver of, or estoppel with respect to, any subsequent or other breach.

              ATTORNEYS' FEES. In the event of any litigation brought to enforce
the terms and covenants of this Agreement, the prevailing party shall have the
right to recover all costs, expenses and reasonable attorneys' fees incurred by


                                       7
<PAGE>

the prevailing party, including, without limitation, those incurred through any
trial, appeal or appearance in federal bankruptcy or reorganization proceedings,
or in connection with enforcing or collecting upon any final judgment.

              NOTICE. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and if sent by certified or
registered mail, return receipt requested, to the parties at the following
address:

                  To the Company:
                  Attention:  President
                  2280 Trailmate Drive, Suite 101
                  Sarasota, FL 34243

                  With a copy to: Kimberly P. Walker
                  Williams, Parker, Harrison, Dietz & Getzen
                  200 South Orange Avenue
                  Sarasota, FL 34236

                  To Employee:  At the most recent home address on file or an
                  alternative address provided in writing by employee.

              WAIVER OF BREACH. The waiver by the Company of a breach of any
condition of this Agreement by Employee shall not be construed as a waiver by
the Company of any subsequent breach by Employee.

              GOVERNING LAW AND VENUE. This Agreement shall be construed under
and governed by the laws of the State of Florida and venue shall lie in Sarasota
County.

              DISCRETION TO WAIVE ENFORCEMENT. The Company President shall
retain the unilateral discretion to waive the enforcement of any provision of
this Agreement. Such a waiver would be effective only upon the Company
President's signing a detailed description of the waiver. The Company has not
and will not make any representations regarding future waivers of any provision
of this Agreement until presented with detailed facts and circumstances at the
time the request is made. Further, any waiver shall be limited to the signed
description.

              ASSIGNMENT. The Company shall have the right to unilaterally
assign all rights and interests in this Agreement. In the event of such an
assignment, the new entity shall be added to the Company throughout this
Agreement and shall receive all of the rights, privileges and protections
afforded the Company under this Agreement.

              WAIVER OF JURY TRIAL. To the extent permitted by law, in the event
of a dispute between the parties, Employee and the Company hereby elect to have
a judge rather than a jury resolve any future disputes and hereby waive a trial
by jury of any and all issues arising in any action or proceeding relating to
this Agreement or to their employment relationship. However, for additional
clarity, the following is a list of some of the types of claims included in this
Waiver of Jury Trial: all claims in tort (for negligent or intentional acts), in
contract (whether verbal or written), by statute, for constitutional violation,
for wrongful discharge, discrimination, harassment, retaliation, or claims of


                                       8
<PAGE>

personal injury, for compensatory, punitive, or other damages, expenses,
reimbursements, or costs of any kind, including but not limited to, any and all
claims, demands, rights, and/or causes of action arising out of their
relationship from the beginning of time until the end of time. The Parties
understand that the right to a trial by jury is a constitutional right and that
this election to have a judge determine any claim, rather than a jury, is a
voluntary choice.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the Effective Date.

                                    MORGAN BEAUMONT. INC.

                                    BY: ________________________________________

                                        AS ITS _________________________________


                                    EMPLOYEE

                                    BY: ________________________________________

607341v2

                                       9
<PAGE>

                                    EXHIBIT A
                                    SERVICES

         1. Employee is employed as CTO of the Company.

         2. Employee shall report to the President or his or her express
designee on the Board of Directors of the Company.

         3. The Services shall include the following:

                  A.       Employee shall perform such duties as may be assigned
                           from time to time at the direction of the Company's
                           President or CEO or their express designees.

                  B.       Employee shall advise the Company President, of his
                           or her express designee of any problems, complaints,
                           or concerns that Employee may have or that may have
                           been reported to Employee by others relating to the
                           Company.

                  C.       Employee shall keep the President informed and
                           advised of all significant events relating to
                           Employee's performance, the Company, its personnel,
                           liability, risk, compliance, finances, and other
                           matters identified by the Company President or his or
                           her designee.

                  D.       Employee shall be responsible for interacting with
                           clients, volunteers, Board members, funding sources,
                           and other professional contacts in a professional
                           friendly manner.

                  E.       Employee shall perform all duties ordinarily
                           performed by an employee in an equivalent position of
                           a comparable public company.

                  F.       Job Description:

                           1.       The Chief Technology Officer will provide
                                    the future technology vision for the company
                                    while working improves the complex
                                    infrastructure on which the business
                                    depends. The CTO will actively promote
                                    increased integration and efficiency in the
                                    IT infrastructure and new product
                                    development, while providing greater
                                    responsiveness to internal customers.

                           2.       Working with the team, the CTO will help
                                    plan the development of new, innovative
                                    customer technologies and drive both short
                                    and long term IT security and infrastructure
                                    to improve its impact on the business. This
                                    position requires exceptional communication
                                    skills in ability to apply business and
                                    financial acumen while developing and
                                    communicating an IT strategy.

                           3.       The CTO must have in depth experience in
                                    managing a complex IT infrastructure and
                                    helping set a technology direction for a
                                    large, complex financial services
                                    organization. The successful candidate must
                                    have proven experience working across
                                    multiple functions of an organization and
                                    enabling technology. The candidate must also
                                    possess superior communication skills; have
                                    a strong customer orientation and past


                                       10
<PAGE>

                                    experience in diagnosing, analyzing,
                                    designing, implementing and evaluating
                                    successful large-scale technological
                                    solutions with measurable results within an
                                    organization. The CTO will have a strong
                                    understanding of IT and Technology as a
                                    whole and will co-create the technical
                                    strategy and direction of the organization.

                           4.       DUTIES AND RESPONSIBILITIES:

                                    o Lead a large, complex infrastructure of
                                    consolidated software and IT solutions,
                                    while balancing competing priorities of
                                    business units and IT.

                                    o Gain business visibility and credibility
                                    with business unit in connecting technology
                                    with an understanding of business drivers
                                    and strategy.

                                    o Develop short term (1-2 year) and long
                                    term (3-5 year) corporate-wide IT hardware
                                    and software strategy and priorities aligned
                                    with overall IT and business direction and
                                    vision. o Develop an enterprise architecture
                                    that realizes great information technology
                                    value through integration of disparate
                                    systems, unified architecture, increased
                                    productivity, cost savings, better decision
                                    making, and increased profitability.

                                    o Standardize technical infrastructure
                                    components across all businesses and key
                                    functional areas (e.g., security systems,
                                    remote access, telecommunications, etc.)

                                    o Provide proven business value/financial
                                    benefit of integrated architecture and all
                                    technology decisions.

                                    o Successfully deliver an infrastructure
                                    that balances cost savings, security,
                                    quality and reliability.

                                    o Sets vision and goals for business
                                    software application development and
                                    hardware and systems for the IT department.

                                    o Oversees all architectural components of
                                    Software Development to insure a stable,
                                    scalable platform for all development
                                    initiatives.

                                    o Understands and participates in all
                                    department decisions for software and
                                    hardware in use.

                                    o Works closely with the company's business
                                    experts.

                                    o Directs feasibility studies, as well as
                                    systems design and implementation efforts,
                                    to develop new and/or modify the company's
                                    information processing systems.

                                    o Coordinates with functional departments to
                                    collect system requirements, techniques, and
                                    controls.

                                    o Uses priorities identified by the Firm's
                                    Senior Management for resource allocation.


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<PAGE>

                                    EXHIBIT B
                            COMPENSATION AND BENEFITS

         The Company shall pay Employee the following amounts as compensation
for the Services under this Agreement:

         1.       SALARY. Employee's annual salary for the first year of this
                  agreement shall be $95,000. That salary will be increased to
                  $102,000 for the second year of this agreement. In addition
                  Employee shall receive a signing bonus of $10,000 and a car
                  allowance of $400 per month.

         2.       VACATION. Employee shall receive three weeks of paid vacation
                  each year of this agreement. Vacation shall be earned pro-rata
                  each pay period throughout the year.

         3.       BENEFITS. Employee shall be entitled to participate in the
                  benefits offered to all Company employees pursuant to the
                  terms and conditions of those plans and policies, which may
                  change from time to time at the Company's discretion. The
                  Company retains the right to cancel or change plans or
                  policies in compliance with law.

         4.       If the Company is sold at any time during the first year of
                  this Agreement, Employee shall receive everything that he is
                  entitled to plus a cash bonus of $50,000.

         5.       If employee is terminated he shall receive 3 months severance,
                  benefits, overrides, commission, vacation time, personal days
                  bonus and stock.

         The compensation and benefits described above are consistent with
present Company policies. The Company reserves the right to unilaterally change
its policies with respect to compensation and benefits at any time.


                                       12
<PAGE>

                                    EXHIBIT C
                               STOCK PARTICIPATION


                                  STOCK OPTIONS
                                  -------------

Employee shall be issued Options directly from Company (the "Options"):

150,000 Options; 50,000 vested as of October 1, 2004; 50,000 vested as of
September 30, 2005; and 50,000 vested as of September 30, 2006. If the Company
is sold, vesting of all Options will accelerate to the date of sale.

EMPLOYEE STOCK PLAN. Employee will be permitted to participate in any Company
employee stock incentive or stock benefit plan adopted by the Company and
approved by the Board of Directors pursuant to the terms of such plan.


                                       13