EXECUTIVE EMPLOYMENT AGREEMENT

Executive Employment Agreement  ("Agreement") is made and effective this 15h day
of November,  1999,  by and between Power Save  International,  Inc., a Delaware
corporation (the "Company") and Scott Balmer, ("Executive").

WHEREAS,  the  Company  wishes to assure  itself of the  benefit of  Executive's
services, experience and loyalty, and Executive has indicated his willingness to
provide his services,  experience  and loyalty on the terms and  conditions  set
forth herein:

NOW, THEREFORE,  in consideration of the mutual covenants herein contained,  and
other good and valuable consideration, the parties hereto agree as follows:

1.       Employment.

Company  hereby  agrees to initially  employ  Executive  as its Chief  Operating
Officer and Executive  hereby  accepts such  employment  in accordance  with the
terms of this  Agreement  and the  terms of  employment  applicable  to  regular
employees  of Company.  In the event of any  conflict or  ambiguity  between the
terms of this Agreement and terms of employment applicable to regular employees,
the terms of this Agreement shall control.  Election or appointment of Executive
to another office or position,  regardless of whether such office or position is
inferior to  Executive's  initial  office or position,  shall not be a breach of
this Agreement.

2.       Duties of Executive.

The duties of  Executive  shall  include  the  performance  of all of the duties
typical  of  the  office   held  by   Executive   and  such  other   duties  and
responsibilities  as may be assigned by the  Chairman of the Board of  Directors
(the "Chairman") and/or the Directors of the Company.

3.       Exclusivity.

(a) For so long as Executive is employed by Company,  Executive shall, except as
may from time to time be otherwise agreed in writing by the Company,  devote his
full time working  hours,  ability and attention to the business of the Company,
shall faithfully serve the Company,  shall in all respects conform to and comply
with the lawful and reasonable  directions and instructions  given to him by the
Directors of the Company having  authority over him and shall perform all duties
in a professional,  ethical and businesslike  manner and use his best efforts to
promote and serve the interests of the Company.

(b) For so long as  Executive  is  employed  by  Company,  Executive  shall not,
directly or indirectly,  render services to any other person or organization for
which  he  receives  compensation  without  the  prior  written  consent  of the
Chairman, or otherwise engage in activities which would interfere  significantly
with his faithful  performance  of his duties  hereunder.  Executive may perform
inconsequential  services without direct  compensation  thereof or in connection
with the  management of personal  investments;  provided that such activity does
not contravene the provisions of Section 7 hereof.

4.       Compensation.

Executive shall be paid compensation during this Agreement as follows:

(a) An initial base salary of _________ per year,  payable in equal installments
according to the Company's  regular payroll  schedule.  The base salary shall be
adjusted at the end of each year of employment at the discretion of the Board of
Directors. Company shall be entitled to deduct or withhold all taxes and charges
that Company may be required to deduct or withhold from salary.

(b) An incentive  bonus as  consideration  for  Executive's  termination  of his
current  employment  to  undertake  the  duties  described  herein  and  for the
covenants contained in Sections 7(b) and 7C below.  This bonus will be in the
amount of _____________ payable on          if Executive  is still in the
employ of Company.  Company shall be entitled  to  withhold  all taxes and
charges that Company  may be  required  to deduct or withhold from the bonus.

(c)Options  pursuant to the Company's  Stock Option Plan,
which  plan is  incorporated  by  reference  as if set
forth herein in full, to purchase __________ shares of
Company Common Stock at an Option  Price of ___ per  share,
such  option to be granted in the event that Executive is
employed by Company on that date.

5. Benefits.

(a)  Holidays,  Vacation,  Sick  Leave.  Executive  shall  be  entitled  to such
holidays,  vacation  and sick leave as are  afforded  to senior  officers of the
Company  under its benefit  plans,  as and when such plans are  adopted  (and as
modified from time to time) by the Board of Directors.

(b)  Medical  Insurance.  During this  Agreement,  company  agrees to  reimburse
Executive for the costs of continuing Executive" medical coverage with his prior
employer  under  applicable  Federal Law (COBRA  coverage).  Executive  shall be
responsible  for payment of any federal or state  income tax imposed  upon these
benefits.   (c)   Expense   Reimbursement.   Executive   shall  be  entitled  to
reimbursement for all reasonable  expenses,  including travel and entertainment,
incurred by Executive in the performance of Executive's  duties.  Executive will
maintain  records and written  receipts as required by  Company's  policies  and
procedures  and as may be reasonable  requested by the Chairman to  substantiate
such expenses.

6. Rights to Work Product.

In  consideration of Executive's  original and continuing  employment under this
Agreement,  it is agreed and understood that Executive shall disclose to Company
all inventions,  improvements,  designs,  information,  reports,  studies, other
tangible or intangible material of any nature whatsoever produced or as a result
of any of the services performed by Executive hereunder and all copies of any of
the foregoing.  Executive hereby irrevocably grants, assigns, transfers and sets
over  unto  Company  all  right,  title  and  interest  of any  kind,  nature or
description in and to the above  referenced work product and Executive shall not
be entitled to make use of the work product except as may be expressly permitted
in this Agreement.  Executive agrees to execute:  (i) any and all documents and;
(ii)  provide all such  assistance;  as is  reasonably  requested  by Company in
connection  with the  registration  and protection by litigation or otherwise of
any patents,  copyrights,  trademarks  or other  proprietary  rights in the work
product produced hereunder (including any reissues thereof).

7. Confidential Information and Noncompetition.

(a)  Confidential  Information.  Executive  recognizes  that the  services to be
performed by him/her hereunder are special, unique and extraordinary in that, by
reason of his employment hereunder,  he may acquire or has acquired confidential
information and trade secrets  concerning the operation of the Company,  the use
or  disclosure of which could cause  Company  substantial  loss and damages that
could  not be  readily  calculated  and for  which  no  remedy  at law  would be
adequate.  Accordingly,  in consideration of Executive's  original and continued
employment by Company in a capacity in which he may receive or contribute to the
production of confidential  information,  Executive agrees and acknowledges that
all tangible and intangible information obtained or developed, and in connection
with the  performance  of this  Agreement  (including  information  developed by
Executive as part of his/her  performance of services) which is so designated by
Company,  shall be considered to be  confidential  and  proprietary  information
which  contains  valuable  business  information  and trade  secrets  of company
relating to its business  practices and critical to its competitive  position in
the marketplace.

(i)  Information  publicly  known that is generally  employed by the trade at or
after  the  time  Executive  first  learns  of  such  information,   or  generic
information  or knowledge  which  Executive  would have learned in the course of
similar  employment or work elsewhere in the trade,  shall not be deemed part of
the company confidential  information.  (ii) All notes, materials or records, of
any kind, in any way incorporating or reflecting any of the Company confidential
information  shall belong  exclusively  to company and Executive  agrees to turn
over all copies of such materials in his control to Company upon  termination of
this Agreement.

 (iii)     Executive  agrees during the term of this Agreement and thereafter to
           hold in confidence and not to directly or indirectly reveal,  report,
           publish,  disclose  or  transfer  any  of  the  Company  confidential
           information to any person or utilize any of the Company  confidential
           information for any purpose, except in the course of his/her work for
           the Company.

(iv)  Executive  agrees  to  notify  Company  promptly  and  in  writing  of any
circumstances of which Executive has knowledge  relating to any possession,  use
or  knowledge  of any portion of the  Company  confidential  information  by any
unauthorized person.

(b) No  Competing  Employment.  For so long as Executive is employed by Company,
Executive  shall not, unless he receives prior written consent from the Board of
Directors,  directly or indirectly,  own an interest in, manage,  operate, join,
control, lend money or render financial or other assistance to or participate in
or be connected with, as an officer, employee, partner, stockholder,  consultant
or otherwise, any individual,  partnership,  firm, corporation or other business
entity that materially competes with the Company.

(c) No  Interference.  During the term of this  Agreement,  Executive shall not,
whether  for his  own  account  or for  the  account  of any  other  individual,
partnership,  firm, corporation,  or other business organization (other than the
Company),  intentionally  solicit,  endeavor  to  entice  away from  Company  or
otherwise  interfere  with the  relationship  of Company with, any person who is
employed by or otherwise engaged to perform services for Company (including, but
not limited to, any  employees of  Company's  venture  partners and  independent
sales  representatives  or organizations) or any person or entity who is, or was
within the then most recent  twelve (12) month  period,  a customer or client of
the Company.

8. Term and Termination

(a) The Initial Term of this  Agreement  shall  commence on the  effective  date
noted  above  and it  shall  continue  in  effect  for a period  of __  year(s).
Thereafter,  the Agreement shall be renewed upon the mutual written agreement of
Executive and Company.  In the event that Company shall terminate this Agreement
without cause during the Initial Term,  Executive shall, as severance pay and in
lieu of damages, be entitled to be paid an amount equal to the unpaid portion of
Executive's   base  annual  salary  and  incentive  bonus  payment  as  well  as
continuation  of  his/her  medical  benefits  payments.  In the  event  of  such
termination,  Executive shall not be entitled to any other  compensation then if
effect, prorated or otherwise.

(b) This  Agreement and  Executive's  employment may be terminated by Company at
its  discretion  effective an any time after the Initial Term,  provided that in
such case,  Executive  shall be paid fifty  percent  (50%) of  Executive's  then
applicable  base annual salary during this Agreement as well as  continuation of
his medical  benefits  payments for a period of six (6) months.  In the event of
such a discretionary termination, Executive shall not be entitled to receive any
incentive salary payment or any other  compensation then in effect,  prorated or
otherwise.

(c) This  Agreement may be  terminated  by Executive at  Executive's
discretion by providing at least ninety (90) days prior written notice to the
Company. In the even of termination by Executive  pursuant to this  subsection,
Company may immediately relieve Executive  of  all  duties  and  immediately
terminate this Agreement,  provided that Company shall pay Executive
at the then  applicable  base  salary rate to the  termination  date
included in Executive's original termination notice.

(d) Company shall have the right to terminate Executive's employment immediately
for Cause.  "Cause"  shall mean:  (1)  conviction  of a felony  involving  moral
turpitude,  if the Board, in its sole discretion  (reasonably  applied) believes
that such  conviction  will have a significant  adverse effect upon  Executive's
ability to perform under this Agreement or a significant adverse effect upon the
Company; (11) commission of a material dishonest act or common law fraud against
Company or either of its venture partners or any parent, subsidiary or affiliate
of a venture partner;  (III) habitual  drunkenness or narcotic dependence during
working  hours or  otherwise  materially  interfering  with  Executive's  duties
hereunder;  (IV)  excessive  absenteeism  not related to illness,  sick leave or
vacations,  but only after notice from Company  followed by a repetition of such
excessive  absenteeism;  (V) any act or  omission  that  constitutes  a material
breach by Executive of his obligations or agreements under this Agreement or any
other written  agreement  between  Executive  and Company,  or by the failure or
refusal of Executive to satisfactorily  perform any duties  reasonable  required
hereunder,  but only after  notification by Company of such breach and a failure
or refusal of Executive to correct such breach  within  thirty (30) days of such
notification  (other  than by  reason  of the  incapacity  of  Executive  due to
physical or mental illness).  In event of termination of the Agreement  pursuant
to this  Subsection  8(d),  Executive  shall be paid only at the then applicable
base salary rate up to and including the date of  termination.  Executive  shall
not be paid any incentive  salary  payments or other  compensation,  prorated or
otherwise.

(e) In the event Company is acquired, or is the non-surviving party in a merger,
or sells all or  substantially  all of its assets,  this Agreement  shall not be
deemed terminated as a result thereof.

9. Notices.

Any notice  required by this Agreement or given in connection  with it, shall be
in writing and shall be given to the appropriate  party by personal  delivery or
by certified mail, postage prepaid, or recognized overnight delivery services:

If to Company:

Power Save International, Inc.
5800 NW 64 Ave., Bldg. 26 #109,
Tamarac, FL 33319
Attn:    Chairman and Treasurer

If to Executive:

            Scott Balmer
            5800 NW 64 Ave., Bldg. 26 #109,
            Tamarac, FL 33319

10. Entire Agreement.

This Agreement constitutes the entire Agreement between the parties with respect
to the subject  matter  hereof and  supersedes  and merges all prior  proposals,
understandings  and all other  agreements,  oral or written  between the parties
relating to such subject matter.  Each party hereby acknowledges that it has not
entered into this  Agreement  in reliance  upon any  representation  made by the
other party and not embodied herein.

11. Governing Law.

This Agreement shall be construed and enforced in accordance with the laws of
the State of Florida  as if made in  Florida  for  performance  entirely
within the State of Florida.

12. Headings.

Headings used in this Agreement are provided for convenience  only and shall not
be used to construe meaning or intent.

13. Assignment.

(a) By  Executive.  Neither this  Agreement nor any right,  duty,  obligation or
interest  hereunder may be assigned or delegated by Executive  without the prior
express  written  approval  of  Company,  which may be  withheld  by  Company at
Company's absolute discretion.

(b) By Company.  This  Agreement  and all of  Company's  rights and  obligations
hereunder  may be assigned,  delegated or  transferred  by it to (I) any venture
partner of Company or to any  parent,  subsidiary  or  affiliate  of any venture
partner; or (II) any business entity which at any time by merger,  consolidation
or otherwise  acquires all or substantially  all of the assets of the Company or
to which Company  transfers all or  substantially  all of its assets.  Upon such
assignment,  delegation  or  transfer,  any such  partner,  parent,  subsidiary,
affiliate or other  business  entity shall be deemed to be  substituted  for all
purposes as the Company hereunder.  (c) Binding Effect.  This Agreement shall be
binding upon, and inure to the benefit of, the parties hereto, any successors to
or assigns of Company and Executive's heirs and the personal  representatives of
Executive's estate.

14. Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or  unenforceable,  then this Agreement,  including all of the remaining
terms,  will remain in full force and effect as if such invalid or unenforceable
term had never been included.

15. Arbitration.

(a) In the event that a dispute  arises  concerning  the terms of this Agreement
the aggrieved party shall refer such dispute to arbitration as specified herein.
Such  arbitration  shall  be held  in the  County  of  Baltimore,  Virginia,  in
accordance with the rules of the American Arbitration  Association ("AAA Rules")
then in effect.  Judgment  upon the award  rendered  by the  arbitrators  may be
entered in any court having jurisdiction over the parties. The arbitrators shall
have the  authority to grant any legal  remedies  that would be available in any
judicial proceeding instituted to resolve a disputed matter.

(b) The prevailing  party in an action brought  against the other to enforce the
terms  of this  Agreement  or any  rights  or  obligations  hereunder,  shall be
entitled to receive its  reasonable  costs and expenses of bringing  such action
including its reasonable attorneys fees.

(c) No action,  regardless  of form,  arising  out of this  Agreement,  shall be
brought by  Executive  more than two (2) years after such cause of action  shall
have accrued.

16.      Miscellaneous.

(a) This Agreement may not be modified or altered except by a written instrument
executed by both  parties.  (b) The parties  agree that each  provision  in this
Agreement is deemed equally  essential to each party.  (c) The failure of either
of the parties to insist upon strict  performance  of any of the  provisions  of
this Agreement shall not be construed as the waiver of any subsequent default of
a similar nature.  (d) Either party shall be excused from  performance and shall
not be liable  for any delay in  delivery  or for  non-delivery,  in whole or in
part,  caused by the  occurrence  of any  contingency  beyond the control of the
parties.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date first above written.

Power Save International, Inc.                    Executive

By: ________________________                      By: __________________________

Name: ______________________                      Name: ________________________

Title: _______________________

Address:
         5800 NW 64 Ave., Bldg 26 #109
         Tamarac, FL 33319