U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


                  [X] QUARTERLY REPORT OR [ ] TRANSITION REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

   For the Quarter Ended March 31, 2000         Commission File No. 33-67766-A


                          EMAGISOFT TECHNOLOGIES, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)


            Florida                                        65-0422273
            -------                                        ----------
     State or other jurisdiction                           (I.R.S. Employer
    incorporation or organization                        Identification No.)


                          405 Central Avenue, 2nd Floor
                          St. Petersburg, Florida 33701
                        --------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (727) 898-0688
                                 --------------
                         (Registrant's telephone number,
                              including area code)

                                      None

                             -----------------------
                            (Former name and address)

         Check whether the registrant (1) filed all reports required to be filed
by  Section  13  or 15 (d) of the Exchange Act during the past 12 months (or for
such  shorter period that the registrant was required to file such reports), and
(2)  has  been  subject  to  such  filing  requirements  for  the  past 90 days.

                        Yes  [X]                 No  [ ]

         As  of  March  31,  2000:  13,174,000  shares  of  common  stock  were
outstanding.

Transitional  Small  Business  Disclosure  Format  (Check  one):  Yes [ ] No [X]






















                                        1
<PAGE>

                         PART I - FINANCIAL INFORMATION
                         ------------------------------

ITEM  1.                    FINANCIAL  STATEMENTS
--------                    ---------------------
                      Emagisoft Technologies - Consolidated
                                 Balance Sheets

<TABLE>
<CAPTION>

<S>                                                 <C>           <C>
ASSETS                                              3/31/2000     12/31/1999
------                                                             (audited)
                                                    ------------  ------------
CURRENT ASSETS:
Cash . . . . . . . . . . . . . . . . . . . . . . .  $    30,911   $   995,236
Cash in escrow . . . . . . . . . . . . . . . . . .            -        80,000
Accounts receivable. . . . . . . . . . . . . . . .       12,974        38,694
Due from shareholder . . . . . . . . . . . . . . .        7,611         7,611
Prepaid Expenses . . . . . . . . . . . . . . . . .       65,883        65,883
                                                    ------------  ------------
Total current assets . . . . . . . . . . . . . . .      117,379     1,187,424

PROPERTY AND EQUIPMENT:
Furniture and fixtures . . . . . . . . . . . . . .       74,960        75,376
Computer equipment . . . . . . . . . . . . . . . .      518,003       461,747
Leasehold Improvements . . . . . . . . . . . . . .        6,655         3,323
Software . . . . . . . . . . . . . . . . . . . . .       57,966        54,946
                                                    ------------  ------------
Total property and equipment . . . . . . . . . . .      657,584       595,392

Less: Accumulated depreciation . . . . . . . . . .     (253,090)     (202,887)
                                                    ------------  ------------
Property and equipment, net. . . . . . . . . . . .      404,494       392,505

OTHER ASSETS:
Software development costs . . . . . . . . . . . .      466,517       226,954
Goodwill, net of accumulated amortization. . . . .      166,046       175,625
Other. . . . . . . . . . . . . . . . . . . . . . .        4,225         4,225
                                                    ------------  ------------
Total other assets . . . . . . . . . . . . . . . .      636,788       406,804
                                                    ------------  ------------
Total assets . . . . . . . . . . . . . . . . . . .  $ 1,158,661   $ 1,986,733
                                                    ============  ============


LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------

CURRENT LIABILITIES:
Accounts payable . . . . . . . . . . . . . . . . .  $   104,597   $    73,546
Accrued liabilities. . . . . . . . . . . . . . . .      145,788       248,893
Billings in excess of costs. . . . . . . . . . . .            -         4,908
                                                    ------------  ------------
Total current liabilities. . . . . . . . . . . . .      250,385       327,347

STOCKHOLDER'S EQUITY:
Common stock, $.0001 par value:
20,000,000 shares authorized,
13,174,000 issued and outstanding. . . . . . . . .        1,317         1,317
Series A convertible preferred, $.0001 par value:
     5,000,000 Shares authorized,
             O Shares issued and outstanding . . .            -             -
Additional paid-in capital . . . . . . . . . . . .    2,681,581     2,681,581
Accumulated deficit. . . . . . . . . . . . . . . .   (1,774,622)   (1,023,512)
                                                    ------------  ------------
Total stockholders' equity . . . . . . . . . . . .      908,276     1,659,386
                                                    ------------  ------------
Total liabilities and stockholders' equity . . . .  $ 1,158,661   $ 1,986,733
                                                    ============  ============
</TABLE>

                                        2
<PAGE>
                      Emagisoft Technologies - Consolidated
                                Income Statement
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                             March 31,
                                                    --------------------------
                                                        2000          1999
                                                    ------------  ------------
<S>                                                 <C>           <C>
REVENUES:
  Architectural and web site design services. .     $    45,746   $         -
  Hardware and software sales and support . . .          10,908        16,993
  Internet provider services. . . . . . . . . .           6,613        22,558
                                                    ------------  ------------
  Total Revenue . . . . . . . . . . . . . . . .          63,267        39,551

DIRECT COSTS. . . . . . . . . . . . . . . . . .          20,936         7,408
                                                    ------------  ------------
Gross Profit. . . . . . . . . . . . . . . . . .          42,331        32,143
                                                    ------------  ------------

OPERATING COSTS AND EXPENSES:
  Marketing & Sales . . . . . . . . . . . . . .           3,838             -
  General and administrative. . . . . . . . . .         732,508        32,059
  Depreciation and amortization . . . . . . . .          59,784        40,615
                                                    ------------  ------------
  Total Operating Expenses. . . . . . . . . . .         796,130        72,674
                                                    ------------  ------------
OTHER INCOME:
  Interest income, net. . . . . . . . . . . . .          (2,689)            -
                                                    ------------  ------------
(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES        (751,110)      (40,531)

PROVISION FOR INCOME TAXES. . . . . . . . . . .               -             -
                                                    ------------  ------------
NET (LOSS) INCOME . . . . . . . . . . . . . . .     $  (751,110)  $   (40,531)
                                                    ============  ============
NET (LOSS) INCOME PER SHARE - BASIC AND DILUTED          ($0.06)       ($0.00)
                                                    ============  ============
</TABLE>

                      Emagisoft Technologies - Consolidated
                 Condensed Consolidated Statement of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                             March 31,
                                                    --------------------------
                                                        2000          1999
                                                    ------------  ------------
<S>                                                 <C>           <C>
Cash Flow used in Operating Activities: . . . . . . $  (902,133)  $   (22,399)

Cash Flow used in Investing Activities: . . . . . .     (62,192)            -

Cash Flow from Financing Activities:. . . . . . . .           -             -
                                                    ------------  ------------
Decrease in Cash. . . . . . . . . . . . . . . . . .    (964,325)      (22,399)

Cash, beginning . . . . . . . . . . . . . . . . . .     995,236        25,596
                                                    ------------  ------------
Cash, ending. . . . . . . . . . . . . . . . . . . . $    30,911   $     3,197
                                                    ============  ============
</TABLE>

                                        3
<PAGE>

Note  1.          BASIS  OF  PRESENTATION

The  accompanying  financial  statements are unaudited and have been prepared in
accordance  with  generally accepted accounting principles for interim financial
information  and  with  the  instructions  to  Form  10-QSB  promulgated  by the
Securities  and  Exchange  Commission.  These  financial  statements reflect all
adjustments,  which,  in  the  opinion  of  management, are necessary for a fair
presentation of financial position, results of operations and cash flows for the
periods presented. All adjustments are of a normal recurring nature. The results
of  operations for interim periods are not necessarily indicative of the results
expected  for  a  full  year.

These  financial  statements,  including  the  consolidated  balance sheet as of
December 31, 1999, which has been derived from audited financial statements, are
presented  in  accordance  with the requirements of Form 10-QSB and consequently
may  not  include  all  disclosures  normally  required  by  generally  accepted
accounting  principles  or those normally made in the Company's Form 10-KSB. The
accompanying  consolidated  financial  statements,  including  the  condensed
consolidated  statement  of  cash  flows,  and  related  notes should be read in
conjunction  with  the  Company's Form 10-KSB for the fiscal year ended December
31,  1999.



Note  2.     LIQUIDITY

The  accompanying unaudited financial statements have been prepared assuming the
Company  will continue as a going concern. Accordingly, the financial statements
do not include any adjustments that might result from the Company's inability to
continue  as  a going concern. Management expects to continue to generate losses
during  the next 12 months and, based on the current operating budgets, does not
anticipate  having  sufficient cash on hand or available through current lending
arrangements  to  fund  operations.  To address this funding need, the Company's
management  is  seeking  to  raise funds through a private placement. Management
believes that the funds generated by this transaction will be sufficient to fund
operations for at least 12 months. In the event all the funding is not received,
management  believes  it  can revise its operating plan to such a level that the
Company  will  be  able  to  fund  operations  for  the  next  12  months.


Note  3.          NET  LOSS  PER  COMMON  SHARE

Net  losses  per  common share has been computed based upon the weighted average
number  of  shares of common stock outstanding during the periods. The number of
shares  used  in  the  computation  is  13,174,000 and 10,827,000 at 3/31/00 and
3/31/99,  respectively.

Note  4.          SUBSEQUENT  EVENTS

Loan

On  April 10, 2000,  the  Company issued three separate convertible notes in the
amounts of $ 250,000, $ 100,000 and $ 260,000, each with an annual interest rate
of  8%.  Principal  and  accumulated  interest  is  payable  through cash or the
issuance of the Company's Series A convertible preferred stock, at the option of
the  Company,  at the earlier of April 09, 2001 or 30 days following the closing
of  the  first  firm  commitment,  underwritten public offering of the Company's
common  stock,  raising gross proceeds of at least $ 15,000,000. In addition, at
any  time prior to repayment, the Holder's of the notes may elect to convert the
notes  to  the  Company's  Series  A  preferred  stock. If Series A  convertible
preferred  stock  is  issued  to  satisfy the notes, the number of shares issued
shall  be  equal  to  the sum of principal and accumulated interest divided by a
conversion  price  of $ 3.60  per  share.

Lease  Agreement

The  Company  entered  into  a subleasing agreement for office space in Hayward,
California  to  begin  operation  of  its  second  Solution  Support  Center  to
facilitate  Value  Added  Reseller  (VAR) services and product integration.  The
lease  commenced  on  April 10, 2000 and ends on November 14, 2003. The terms of
the lease require minimum annual rental payments as follows:


<TABLE>
<CAPTION>
          Year  Ending
          December  31,     Amount
          -------------     ------
<S>                         <C>

           2000             $  77,635
           2001             $ 110,984
           2002             $ 114,310
           2003             $ 102,641
</TABLE>

                                        4
<PAGE>

ITEM  2.                    PLAN  OF  OPERATION
--------                    -------------------

During  the  first quarter of 2000, we at Emagisoft Technologies, Inc. continued
to  develop our products and services in anticipation of the introduction of our
Quicksuite  Internet  Solution.  Software  development  costs  as  well  as  the
build-out  of  our  Internet  platform comprised the majority of our operational
costs.  Professional  fees  and travel expenses related to our ongoing financing
activities  were  substantial.

During  the  final  stage of the development of our products and service models,
marketing  and  sales  expenses  are expected to increase substantially. We also
plan  to  open  additional  Regional  Solution  Support  Centers to complete our
national  market  exposure.  Our  success  is  contingent  on our completing the
development of our products and effectively implementing our sales and marketing
plan.  We  therefore expect to continue to incur substantial operating losses in
the  foreseeable  future.

Our  capital  requirements have been and will continue to be significant, and to
date,  have  exceeded  our  cash  flow  from  operations.  We  have historically
satisfied  our  cash  requirements  with  private  sales of our common stock. We
anticipate  the need for additional such private stock sales to satisfy our cash
needs.  We  believe  that  the  funds  generated  by  these transactions will be
sufficient  to  fund operations for at least 12 months. In the event not all the
funding is received, we believe we can revise our operating plan to reduce costs
to such a level that the Company will be able to fund operations for the next 12
months.


                           PART II - OTHER INFORMATION
                           ---------------------------



Item  1.               Legal  Proceedings
-------                ------------------

There  are  no  legal proceedings pending or threatened of any type or otherwise
known  to  be  contemplated  to which the Registrant or any of its properties is
subject.

Item  2.               Changes  in  Securities
--------               -----------------------
On  March  23,  2000,  the  Board  adopted  an  amendment  to  the  Articles  of
Incorporation,  authorizing  the  issuance  of  5,000,000  shares  of 10 percent
non-cumulative,  convertible  Series  A  Preferred Stock.  As of March 31, 2000,
none  of  these  shares  have  been  issued.  The  company  anticipates  raising
capital  through  the  issuance  of  these  shares.

On  April  10,  2000 the Company borrowed $ 560,000 pursuant to three promissory
notes.  The  holders and amounts of the notes are: (1) Barrington Barisic,
$200,000; (2)  Richard  From - $100,000; and (3) Richard and Alicia From,
$260,000 . The notes  are  convertible,  at  the  holder's  option,  to  shares
of the Series A Preferred  Stock.


Item  3.               Defaults  Upon  Senior  Securities
--------               ----------------------------------

                                      None

Item  4.               Submission  of  Matters  to  a  Vote  of Security Holders
--------               ---------------------------------------------------------

                                      None

Item  5.               Other  Information
--------               ------------------

On  January  3rd,  2000,  the  Shareholders  adopted  and approved the Emagisoft
Technologies,  Inc.  1999 Employee Stock Option Plan (the Plan). The Plan allows
for  up to 500,000 options on shares of Stock of the Company to be granted. Only
the net number of shares actually issued under the Plan shall be counted against
the  500,000 limit. The Plan provides for both Incentive Stock Options (ISO) and
Non-Statutory  Stock  Options  (NSO).

The  granting  of  and  the  amounts  are at the sole discretion of the Board of
Directors  (the Board) or any committee as the Board may designate to administer
the  plan. Unless otherwise determined by the Board, options granted pursuant to
the  Plan  shall  have an exercise price, which is not less than the Fair Market
Value  of  a  share  of Stock on the date the option is granted. On February 21,
2000,  56,570  options  were  granted  to  employees  under  the  Plan.


                                        5
<PAGE>

Item  6.               Exhibits  and  Reports  on  Form  8-K
--------               -------------------------------------

EXHIBITS
--------

The  exhibits listed on the accompanying index to exhibits immediately following
are  filed  as  part  of,  or  incorporated by reference into, this Form 10-QSB.

EXHIBIT               DESCRIPTION
NO.
-------               -----------
2.1     Share  Exchange  Agreement  between Manatee-American Financial Corp. and
        Emagisoft  Corporation  dated  as  of  October  29,  1999  (2)

2.2     Amendment  to  Share  Exchange  Agreement  between  Manatee-American
        Financial  Corp. And  Emagisoft  Corporation  dated  as  of  January 28,
        2000  (3)

3.1     Original  and Amended Articles of Incorporation of the Registrant (1)(2)

3.2     Bylaws  of  the  Registrant  (1)

3.3     Amendment  to  the Articles of Incorporation authorizing the issuance of
        5,000,000  shares  of  10 percent non-cumulative, convertible Series A
        Preferred Stock

3.4     Convertible  Notes  dated  April  10,  2000

4.1     Specimen  -  Common  Stock  Certificate  (1)

10.1    Employment Contracts of Key Management of Emagisoft Technologies, Inc.
        (4)

10.2    Specimen  - Confidential Information and Invention Assignment Agreement
        for Employees  (4)

10.3    Business  Consulting  Agreement  between  James S. Neader and Emagisoft
        Technologies,  Inc.  (4)

10.4    Option  Agreement  for  Promotional services between Gary Sheffield and
        Emagisoft  Technologies,  Inc.  (4)

10.5    Emagisoft Technologies, Inc. 1999 Employee Stock Option Plan

10.6 Written Consent of 1999 Employee Stock Option Plan

16.1    Letter  on  Change  in  Certifying  Accountant  (2)

21.1    Subsidiaries  of  the  Registrant  (4)

21.2    Stock  Purchase  and  Sale  between  Net Advantage, Inc. (KNA) Emagisoft
        Corporation and  Interactive  Media  Solutions,  Inc.  (4)

23.1    Consent  of  Rachlin  Cohen  &  Holtz  LLP,  Independent  Auditors  (2)

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

(1)     Incorporated  by reference to the Registrant's Registration Statement on
        Form  SB-2,  as  amended,  File  No.33-67766-A

(2)     Incorporated  by  reference to Form 8-K of the Registrant, dated October
        29,  1999

(3)     Incorporated  by  reference to Form 8-K of the Registrant, dated January
        28,  2000

(4)     Incorporated  by  reference  to Form 10-K of the Registrant, dated March
        31,  2000



REPORTS  ON  FORM  8-K
----------------------

A  current  report  on  Form  8-K,  dated  January 28,  2000, was filed with the
Securities and Exchange Commission by Emagisoft Technologies, Inc. to: report an
Amendment  to  the  Share  Exchange Agreement between Manatee-American Financial
Corp.  and  Emagisoft  Corporation.

                                        6
<PAGE>

SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

                            EMAGISOFT  TECHNOLOGIES,  INC.


        5-8-00                    By:  /s/  Kyle  E.  Jones
     -----------------      ------------------------------------------
         Date               Kyle  E.  Jones,  President, Chief Executive Officer
                            (Sole  Director)  (Principle  Executive  Officer)

        5-8-00                    By:  /s/  Peter  VanSon
     -----------------      ------------------------------------------
         Date               Peter VanSon, Vice President and Chief Financial
                            Officer (Principal Financial and Accounting Officer)

                                        7
<PAGE>
                                                              EXHIBIT  NO.   3.3

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                          EMAGISOFT TECHNOLOGIES, INC.

     Pursuant  to  the  provisions  of  Section 607.0602 of the Florida Business
Corporation  Act, and the authority conferred upon the Board of Directors by the
Articles of Incorporation of Emagisoft Technologies, Inc. (the "CORPORATION"), a
                                                                -----------
Florida  corporation,  the  Board  of  Directors of the Corporation duly adopted
these  Articles of Amendment to the Articles of Incorporation of the Corporation
on  March  23,  2000  which  set forth the preferences, limitations and relative
rights  of  5,000,000  shares  of  Series  A Preferred Stock of the Corporation.

The  undersigned,  acting  in his capacity as the sole Director and President of
the  Corporation  has  executed  these  Articles of Amendment to the Articles of
Incorporation  as  of  March  23,  2000.


                                ARTICLE I - NAME
                                ----------------

     The  name  of  this  corporation  is  Emagisoft  Technologies,  Inc.

                             ARTICLE II - AMENDMENT
                             ----------------------

     Article  III  of  the  Articles  of Incorporation is amended to include the
following:

Series  A  Preferred  Stock
---------------------------

     The  Series  A Preferred Stock shall have the following powers, preferences
and  rights,  and  qualifications,  limitations  and  restrictions:

SECTION  1.  DIVIDENDS.
             ---------

     (A)     GENERAL  OBLIGATION.  Only  when,  as  and  if  declared  by  the
             -------------------
Corporation's  Board  of Directors and to the extent permitted under the Florida
Business  Corporation  Act,  the  holders  of  the Series A Preferred Stock (the
"SERIES  A  PREFERRED")  shall  be  entitled  to  receive  in  any  fiscal  year
 --------------------
non-cumulative dividends at a rate of 10% per annum of the original issue price,
as  adjusted,  in preference to any payment to the holders of all other class of
stock  of the Corporation, as provided in this Section 1.  The date on which the
                                               ---------
Corporation  initially issues any share of Series A Preferred shall be deemed to
be  its  "DATE  OF  ISSUANCE" regardless of the number of times transfer of such
share  of  Series  A Preferred is made on the stock records maintained by or for
the Corporation and regardless of the number of certificates which may be issued
to  evidence  such  share  of  Series  A  Preferred.

     (B)     COMMON  STOCK  DIVIDENDS.   Only  after  all  dividends  have  been
             ------------------------
declared and paid in full for a given calendar year to the holders of the Series
A  Preferred  under  this  Section 1, the Corporation may then declare and pay a
                           ---------
dividend  upon each share of Common Stock up to an amount equal to the per share
dividend  paid  to  each  holder of the Series A Preferred (such amount shall be
referred  to  as  the "COMMON STOCK DIVIDEND").  After the Common Stock Dividend
                       ---------------------
has been paid in full to all holders of Common Stock, the Corporation shall then
pay  to  the  holders  of  the  Series A Preferred at the time of payment of any
additional  dividends to the holders of Common Stock those dividends which would
have  been  paid  on  the shares of Conversion Stock had such Series A Preferred
been converted immediately prior to the date on which a record is taken for such
Common  Stock  dividends,  or,  if  no record is taken, the date as of which the
record  holders of Common Stock entitled to such dividends are to be determined.

     (C)     DISTRIBUTION  OF  PARTIAL  DIVIDEND  PAYMENTS.  Except as otherwise
             ---------------------------------------------
provided  herein, if at any time the Corporation pays less than the total amount
of  dividends  then accrued with respect to the Series A Preferred, such payment
shall  be  distributed  pro rata among the holders thereof based upon the number
of  shares  of  Series  A  Preferred  held  by  each  such  holder.

                                        8
<PAGE>

SECTION  2.  LIQUIDATION.
             -----------

     Upon any liquidation, dissolution or winding up of the Corporation (whether
voluntary  or involuntary), each holder of shares of Series A Preferred shall be
entitled  to be paid, before any distribution or payment is made upon any Common
Stock,  an amount in cash equal to the aggregate Liquidation Value of all shares
of Series A Preferred held by such holder (plus all accrued and unpaid dividends
thereon).  After the total Liquidation Value of all shares of Series A Preferred
(plus  all  accrued  and unpaid dividends thereon) is paid to the holders of the
Series  A  Preferred,  any  remaining  assets available to be distributed to the
Corporation's stockholders shall be first distributed pro rata to the holders of
Common Stock until such holders of Common Stock have received, in the aggregate,
an  amount equal to the aggregate Liquidation Value (plus all accrued and unpaid
dividends)  of  the  Series  A  Preferred,  then  any  remaining  assets  of the
Corporation shall be distributed pro rata among all the holders of the shares of
Series  A Preferred and Common Stock based upon the shares of Series A Preferred
and  Common  Stock  held  by  each  such  holder.  If upon any such liquidation,
dissolution  or  winding  up  of  the Corporation the Corporation's assets to be
distributed  among  the holders of shares of Series A Preferred are insufficient
to  permit  payment  to  such  holders  of  the  aggregate amount which they are
entitled to be paid under this Section 2, then the entire assets available to be
                               ---------
distributed  to  the  Corporation's  stockholders  shall be distributed pro rata
among  the  holders  of  shares  of  Series A Preferred based upon the aggregate
Liquidation  Value  (plus  all  accrued  and  unpaid  dividends) of the Series A
Preferred  held  by  each such holder.  Prior to the liquidation, dissolution or
winding  up of the Corporation, the Corporation shall pay all accrued and unpaid
dividends  with  respect  to  the  Series A Preferred, but only to the extent of
funds  of  the  Corporation legally available for the payment of dividends.  Not
less  than  sixty  (60)  days  prior  to  the  payment  date stated therein, the
Corporation  shall  mail  written notice of any such liquidation, dissolution or
winding  up  to  each  record holder of the Series A Preferred, setting forth in
reasonable  detail  the amount of proceeds to be paid with respect to each share
of  Series  A  Preferred  and each share of Common Stock in connection with such
liquidation,  dissolution  or  winding  up.  A  consolidation  or  merger of the
Corporation  with or into any other corporation or corporations, other corporate
reorganization  in which the Corporation is not the surviving entity (unless the
shareholders  of  the  Corporation hold more than 50% of the voting power of the
surviving  corporation),  or a sale of all or substantially all of the assets of
the  Corporation, shall be deemed to be a liquidation, dissolution or winding up
of  the  Corporation.

SECTION  3.  VOTING  RIGHTS.
             --------------

     (A)     GENERAL VOTING RIGHTS.  The holders of the Series A Preferred shall
             ---------------------
be  entitled  to  notice  of  all  stockholders  meetings in accordance with the
Corporation's  bylaws,  and  as otherwise required by applicable law.  Except as
otherwise  set  forth  below,  the  holders  of  the Series A Preferred shall be
entitled  to  vote  on  all  matters  submitted  to the stockholders for a vote,
together  with  the  holders  of Common Stock, voting together as a single class
with  each  share  of Common Stock entitled to one vote per share, each share of
the Series A Preferred Stock entitled to one vote for each share of Common Stock
issuable  upon  conversion of the Series A Preferred Stock as of the record date
for  such  vote or, if no record date is specified, as of the date of such vote.

     (B)     SPECIAL VOTING RIGHTS.  Notwithstanding anything else herein to the
             ---------------------
contrary,  and  except  as  otherwise  required  by  law, the shares of Series A
Preferred  shall  be  non-voting; provided, however, so long as at least half of
the  Series  A  Preferred  is outstanding, the Corporation will not, without the
affirmative  vote  or  written  consent of the holders of at least a majority of
such Series A Preferred then outstanding:  (1) create or designate, or authorize
the issuance of, any new class or series of stock (i) ranking senior or having a
preference  over, or being on parity with the Series A Preferred with respect to
any rights of the Series A Preferred, or (ii) convertible into any such class or
series  of stock; (2) merge or consolidate (where the Corporation's stockholders
retain  less  than  50% of the voting power) or sell all or substantially all of
the  assets  or stock of the Corporation, whether in one transaction or a series
of  transactions,  or  whether  by outright sale or by merger;  (3) liquidate or
dissolve  the  Corporation, or (4) amend the articles of incorporation or bylaws
that  materially  and adversely change the rights of the Series A Preferred in a
manner  different  than  other  classes  of  stock.

                                        9
<PAGE>

SECTION  4.  CONVERSION.
             ----------

     (A)     CONVERSION  PROCEDURE.
             ---------------------

          (I)     At  any time and from time to time, any holder of the Series A
Preferred  may  convert  all or any portion of the Series A Preferred (including
any fraction of a share of Series A Preferred) held by such holder into a number
of  shares  of  Conversion Stock computed by multiplying the number of shares of
Series  A  Preferred  to  be  converted  by  $3.60  (plus all accrued and unpaid
dividends)  and  dividing  the  result  by  the Conversion Price then in effect.

          (II)     Except  as  otherwise provided herein, each conversion of the
Series  A  Preferred  shall  be  deemed to have been effected as of the close of
business  on  the date on which the certificate or certificates representing the
Series  A  Preferred to be converted have been surrendered for conversion at the
principal  office  of the Corporation.  At the time any such conversion has been
effected, the rights of the holder of the shares of Series A Preferred converted
as  a  holder of the Series A Preferred shall cease and the Person or Persons in
whose  name  or  names  any certificate or certificates for shares of Conversion
Stock  are  to be issued upon such conversion shall be deemed to have become the
holder  or  holders  of  record  of  the  shares of Conversion Stock represented
thereby.

          (III)     The  Corporation  may  at  any  time  require  the automatic
conversion  of all of the automatic outstanding shares of Series A Preferred if:
(i)  the  Corporation  is at such time effecting a Qualified Public Offering; or
(ii)  at  any  time  the holders of a majority of the then outstanding shares of
Series  A  Preferred  elect  to  convert their shares of Series A Preferred into
Common  Stock.  Any such mandatory conversion shall only be effected at the time
of  and subject to: (1) as to conversion under subsection (i) above, the closing
of the sale of such shares pursuant to such Qualified Public Offering; or (2) as
to  conversion  under subsection (ii) above, the surrender for conversion at the
principal  office  of  the  Corporation  of  the  certificate  or  certificates
representing  the Series A Preferred to be converted, and upon written notice of
such  mandatory conversion delivered to all holders of the Series A Preferred at
least  ten  (10)  days  prior  to  such  closing  or  surrender.

          (IV)     Notwithstanding  any  other provision hereof, if a conversion
of  the  Series  A Preferred is to be made in connection with a Qualified Public
Offering,  the  conversion  of  any shares of the Series A Preferred may, at the
election  of  the  holder  thereof, be conditioned upon the consummation of such
transaction,  in  which case such conversion shall not be deemed to be effective
until  such  transaction  has  been  consummated.

          (V)     As  soon as possible after a conversion has been effected (but
in any event within five (5) business days in the case of subsection (1) below),
                                                          --------------
the  Corporation  shall  deliver  to  the  converting  holder:

               (1)     a  certificate or certificates representing the number of
shares of Conversion Stock issuable by reason of such conversion in such name or
names  and  such  denomination  or  denominations  as  the converting holder has
specified;

               (2)     payment  in an amount equal to all accrued dividends with
respect  to  each share of Series A Preferred converted which have not been paid
prior  thereto,  plus the amount payable under subsection (x) below with respect
                                               --------------
to  such  conversion;  and

               (3)     a  certificate  representing  any  shares of the Series A
Preferred which were represented by the certificate or certificates delivered to
the Corporation in connection with such conversion but which were not converted.

          (VI)     If  for  any  reason  the  Corporation  is  unable to pay any
portion  of  the  accrued  and  unpaid dividends on the Series A Preferred being
converted,  such  dividends may, at the converting holder's option, be converted
into  an  additional number of shares of Conversion Stock determined by dividing
the  amount  of  the  unpaid  dividends  to  be applied for such purpose, by the
Conversion  Price  then  in  effect.

                                        10
<PAGE>

          (VII)     The  issuance of certificates for shares of Conversion Stock
upon  conversion  of  the Series A Preferred shall be made without charge to the
holders  of  such  Series A Preferred for any issuance tax in respect thereof or
other  cost  incurred  by the Corporation in connection with such conversion and
the  related  issuance  of  shares of Conversion Stock.  Upon conversion of each
share  of the Series A Preferred, the Corporation shall take all such actions as
are necessary in order to insure that the Conversion Stock issuable with respect
to  such  conversion shall be validly issued, fully paid and nonassessable, free
and  clear  of  all  taxes,  liens, charges and encumbrances with respect to the
issuance  thereof.

          (VIII)     The  Corporation  shall  not  close  its  books against the
transfer  of  the  Series  A Preferred or of Conversion Stock issued or issuable
upon  conversion  of  the Series A Preferred in any manner which interferes with
the  timely  conversion of the Series A Preferred.  The Corporation shall assist
and  cooperate  with any holder of shares of Series A Preferred required to make
any  governmental  filings  or  obtain  any governmental approval prior to or in
connection  with  any  conversion  of  shares  of  Series  A Preferred hereunder
(including,  without  limitation,  making any filings required to be made by the
Corporation).

          (IX)     The Corporation shall at all times reserve and keep available
out  of  its  authorized but unissued shares of Conversion Stock, solely for the
purpose  of  issuance upon the conversion of the Series A Preferred, such number
of  shares  of  Conversion  Stock  issuable  upon  the  conversion of all of the
outstanding  Series  A  Preferred.  All  shares of Conversion Stock which are so
issuable  shall,  when  issued,  be  duly  and  validly  issued,  fully paid and
nonassessable and free from all taxes, liens and charges.  The Corporation shall
take  all  such  actions  as  may be necessary to assure that all such shares of
Conversion  Stock  may  be  so issued without violation of any applicable law or
governmental  regulation or any requirements of any domestic securities exchange
upon  which shares of Conversion Stock may be listed (except for official notice
of  issuance  which  shall be immediately delivered by the Corporation upon each
such issuance).  The Corporation shall not take any action which would cause the
number of authorized but unissued shares of Conversion Stock to be less than the
number  of  such  shares  required  to  be  reserved hereunder for issuance upon
conversion  of  the  Series  A  Preferred.

          (X)     If  any  fractional  interest  in  a share of Conversion Stock
would,  except  for  the  provisions of this subparagraph, be delivered upon any
conversion of the Series A Preferred, the Corporation, in lieu of delivering the
fractional  share  therefor,  shall pay an amount to the holder thereof equal to
the  Market  Price  of  such  fractional  interest as of the date of conversion.

          (XI)     If  the  shares  of  Conversion  Stock  issuable by reason of
conversion  of  the  Series A Preferred are convertible into or exchangeable for
any  other stock or securities of the Corporation, the Corporation shall, at the
converting  holder's  option, upon surrender of the shares of Series A Preferred
to  be  converted  by  such  holder as provided herein together with any notice,
statement  or  payment  required  to  effect  such  conversion  or  exchange  of
Conversion  Stock,  deliver  to  such  holder  or as otherwise specified by such
holder  a  certificate or certificates representing the stock or securities into
which  the  shares of Conversion Stock issuable by reason of such conversion are
so  convertible  or  exchangeable,  registered in such name or names and in such
denomination  or  denominations  as  such  holder  has  specified.

     (B)     CONVERSION  PRICE.
             -----------------

          (I)     The  initial  Conversion  Price  shall be $3.60.   In order to
prevent  dilution  of  the  conversion  rights granted under this Section 4, the
                                                                  ---------
Conversion  Price  shall  be subject to adjustment from time to time pursuant to
this  Section  4(b).
      -------------

          (II)     If  and  whenever  on  or within twelve (12) months after the
original  date  of  issuance of the Series A Preferred the Corporation issues or
sells,  or in accordance with Section 4(c) is deemed to have issued or sold, any
                              ------------
share  of  Common Stock or other capital stock or any other equity security (the
"DILUTIVE  SECURITY")  for  a  consideration  per share less than the Conversion
 ------------------
Price in effect immediately prior to such time, then immediately upon such issue
or  sale  or  deemed  issue or sale the Conversion Price shall be reduced to the
lowest  net  price  per  share at which any Dilutive Security has been issued or
sold  or  is  deemed  to  have  been  issued  or  sold.

                                        11
<PAGE>

     (III)     If and whenever on or after twelve (12) months after the original
date  of  issuance of the Series A Preferred the Corporation issues or sells, or
in  accordance  with Section 4(c) is deemed to have issued or sold, any Dilutive
                     ------------
Security  for a consideration per share less than the Conversion Price in effect
immediately  prior  to  such  time,  then immediately upon such issue or sale or
deemed issue or sale the Conversion Price shall be reduced to an amount equal to
the  existing  Conversion  Price  multiplied  by a fraction (1) the numerator of
which  is  the  sum  of (A) the total number of shares of Common Stock issue and
outstanding, plus (B) the number of Dilutive Securities that can be purchased at
the  existing  Conversion  Price  for  the  total consideration received for the
issuance  of  the  Dilutive  Securities  and (2) the denominator of which is the
total number of shares of Common Stock issued and outstanding plus the number of
Dilutive  Securities  issued  or  deemed  issued  in  the new issuance or deemed
issuance.  For purposes of the foregoing sentence, the total number of shares of
Common  Stock  issued  and  outstanding shall be deemed to include the number of
shares  of Common Stock that would be outstanding if all outstanding Convertible
Securities  were  exercised,  exchanged  or  converted,  and  all  securities
exercisable  or exchangeable for or convertible into Convertible Securities were
exercised,  exchanged or converted, as applicable, and then exercised, exchanged
or  converted,  as  applicable.

          (IV)     Notwithstanding  the  foregoing, there shall be no adjustment
to  the  Conversion  Price hereunder with respect to the issuance or sale by the
Corporation of:  (1) Other Securities to employees, officers or directors of the
Corporation  or  consultants  to  the  Corporation;  (2)  Other  Securities  in
connection  with any merger or consolidation; (3) Other Securities in connection
with  any equipment leasing and/or debt financing; (4) Conversion Stock; and (5)
Other  Securities  issued  or reserved for issuance by the Corporation for which
adjustment  is made under this Section 4 with respect to Conversion Stock (A) as
                               ---------
a stock dividend payable in shares of Common Stock or Other Securities for which
the Series A Preferred is convertible or (B) upon any subdivision or split-up of
the  outstanding shares of Common Stock or Other Securities for which the Series
A  Preferred  is  convertible.

     (C)     EFFECT  ON  CONVERSION  PRICE  OF  CERTAIN EVENTS.  For purposes of
             -------------------------------------------------
determining the adjusted Conversion Price under Section 4(b), and subject to the
                                                ------------
exclusions  set  forth  in  Section 4(b)(iv), the following shall be applicable:
                            ----------------

          (I)     ISSUANCE  OF  RIGHTS  OR  OPTIONS.  If  the Corporation in any
                  ---------------------------------
manner  grants  or sells any Option and the lowest price per share for which any
one  share  of Common Stock is issuable upon the exercise of any such Option, or
upon  conversion  or exchange of any Convertible Security issuable upon exercise
of  any  such  Option,  is  less than the Conversion Price in effect immediately
prior  to  the  time  of the granting or sale of such Option, then such share of
Common  Stock shall be deemed to be outstanding and to have been issued and sold
by  the  Corporation at the time of the granting or sale of such Option for such
price  per  share.  For  purposes of this paragraph, the "lowest price per share
for  which  any one share of Common Stock is issuable" shall be equal to the sum
of  the  lowest  amounts of consideration (if any) received or receivable by the
Corporation  with  respect to any one share of Common Stock upon the granting or
sale  of the Option, upon exercise of the Option and upon conversion or exchange
of  any  Convertible Security issuable upon exercise of such Option.  No further
adjustment  of  the Conversion Price shall be made upon the actual issue of such
Common  Stock  or such Convertible Security upon the exercise of such Options or
upon  the  actual issue of such Common Stock upon conversion or exchange of such
Convertible  Security.

                                        12
<PAGE>

          (II)     ISSUANCE  OF  CONVERTIBLE  SECURITIES.  If the Corporation in
                   -------------------------------------
any  manner  issues  or  sells any Convertible Security and the lowest price per
share  for  which  any  one share of Common Stock is issuable upon conversion or
exchange  thereof  is less than the Conversion Price in effect immediately prior
to  the  time  of  such  issue or sale, then such share of Common Stock shall be
deemed  to be outstanding and to have been issued and sold by the Corporation at
the  time  of the issuance or sale of such Convertible Securities for such price
per  share.  For the purposes of this paragraph, the "lowest price per share for
which  any  one  share of Common Stock is issuable" shall be equal to the sum of
the  lowest  amounts  of  consideration  (if  any) received or receivable by the
Corporation  with  respect to any one share of Common Stock upon the issuance or
sale  of  the  Convertible  Security and upon the conversion or exchange of such
Convertible  Security.  No  further  adjustment of the Conversion Price shall be
made  upon  the actual issue of such Common Stock upon conversion or exchange of
any  Convertible  Security,  and  if  any such issue or sale of such Convertible
Security  is  made  upon  exercise  of  any Options for which adjustments of the
Conversion Price had been or are to be made pursuant to other provisions of this
Section 4, no further adjustment of the Conversion Price shall be made by reason
---------
of  such  issue  or  sale.

          (III)     CALCULATION  OF CONSIDERATION RECEIVED.  If any Common Stock
                    --------------------------------------
or  shares  of  other capital stock, Option or Convertible Security is issued or
sold  or deemed to have been issued or sold for cash, the consideration received
therefor  shall  be deemed to be the amount received by the Corporation therefor
before  deducting  any  reasonable  discounts,  commissions or expenses.  If any
Common Stock or shares of other capital stock, Option or Convertible Security is
issued  or  sold  for  a  consideration  other  than  cash,  the  amount  of the
consideration  other  than  cash  received  by the Corporation shall be the fair
value  of  such  consideration,  except  where  such  consideration  consists of
securities,  in  which  case  the  amount  of  consideration  received  by  the
Corporation  shall  be  the Market Price thereof as of the date of receipt.  The
fair  value  of  any  consideration  other  than  cash  and  securities shall be
determined  in  good  faith  by  the  Board  of  Directors  of  the Corporation.

          (IV)     RECORD  DATE.  If  the  Corporation  takes  a  record  of the
                   ------------
holders  of  Common  Stock  for the purpose of entitling them:  (1) to receive a
dividend  or  other  distribution  payable  in  Common  Stock,  Options  or  in
Convertible  Securities;  or  (2)  to  subscribe  for  or purchase Common Stock,
Options  or  Convertible Securities, then such record date shall be deemed to be
the  date of the issue or sale of the shares of Common Stock deemed to have been
issued  or sold upon the declaration of such dividend or upon the making of such
other  distribution or the date of the granting of such right of subscription or
purchase,  as  the  case  may  be.

     (D)     SUBDIVISION  OR COMBINATION OF COMMON STOCK.  If the Corporation at
             -------------------------------------------
any  time  subdivides  (by  any stock split, stock dividend, recapitalization or
otherwise)  one or more classes of its outstanding shares of Common Stock into a
greater  number  of  shares, the Conversion Price in effect immediately prior to
such  subdivision  shall  be proportionately reduced, and if the Corpora-tion at
any  time  combines (by reverse stock split or otherwise) one or more classes of
its  outstanding  shares  of  Common  Stock into a smaller number of shares, the
Conversion  Price  in  effect  immediately  prior  to  such combination shall be
proportionately  increased.

     (E)     NOTICES.
             -------

          (I)     Immediately  upon  any adjustment of the Conversion Price, the
Corporation  shall  give  written  notice thereof to all holders of the Series A
Preferred,  setting forth in reasonable detail and certifying the calculation of
such  adjustment.

          (II)     The  Corporation  shall give written notice to all holders of
the  Series A Preferred at least twenty (20) days prior to the date on which the
Corporation  closes  its  books  or  takes  a  record:  (1)  with respect to any
dividend  or distribution upon Common Stock; or (2) with respect to any pro rata
subscription  offer  to  holders  of  Common  Stock.

                                        13
<PAGE>

SECTION  5.  REGISTRATION  OF  TRANSFER.
             --------------------------

     The  Corporation  shall  keep  at  its  principal office a register for the
registration  of  the Series A Preferred.  Upon the surrender of any certificate
representing the Series A Preferred at such place, the Corporation shall, at the
request  of  the  record holder of such certificate, execute and deliver (at the
Corporation's  expense)  a new certificate or certificates in exchange there-for
representing  in  the  aggregate  the  number  of  shares  of Series A Preferred
represented  by the surrendered certificate.  Each such new certificate shall be
registered  in  such  name and shall represent such number of shares of Series A
Preferred as is requested by the holder of the surrendered certificate and shall
be substantially identical in form to the surrendered certificate, and dividends
shall  accrue on the Series A Preferred represented by such new certificate from
the  date  to  which  dividends  have been fully paid on such Series A Preferred
represented  by  the  surrendered  certificate.

SECTION  6.  REPLACEMENT.
             -----------

     Upon  receipt  of  evidence  reasonably satisfactory to the Corporation (an
affidavit  of  the registered holder shall be satisfactory) of the ownership and
the  loss, theft, destruction or mutilation of any certificate evidencing shares
of  the  Series  A  Preferred,  and  in  the  case  of  any  such loss, theft or
destruction,   upon   receipt   of  indemnity  reasonably  satisfactory  to  the
Corporation  (provided  that  if  the holder is a financial institution or other
institutional investor its own agreement shall be satisfactory), or, in the case
of any such mutilation upon surrender of such certificate, the Corporation shall
(at  its  expense)  execute  and  deliver  in  lieu  of  such  certificate a new
certificate of like kind representing the number of shares of Series A Preferred
represented  by  such lost, stolen, destroyed or mutilated certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate, and dividends
shall  accrue on the Series A Preferred represented by such new certificate from
the date to which dividends have been fully paid on such lost, stolen, destroyed
or  mutilated  certificate.

SECTION  7.  DEFINITIONS.
             -----------

     "COMMON  STOCK"  means,  collectively,  the Corporation's common stock, par
value  $0.01,  and  any  capital stock of any class of the Corporation hereafter
authorized  which  is  not limited to a fixed sum or percentage of par or stated
value  in  respect  to  the  rights  of  the  holders  thereof to participate in
dividends  or in the distribution of assets upon any liquidation, dissolution or
winding  up  of  the  Corporation.

     "CONVERSION  STOCK" means shares of the Corporation's Common Stock issuable
upon  conversion  of  the Series A Preferred; provided that if there is a change
such  that the securities issuable upon conversion of the Series A Preferred are
issued  by an entity other than the Corporation or there is a change in the type
or  class of securities so issuable, then the term "Conversion Stock" shall mean
one  share of the security issuable upon conversion of the Series A Preferred if
such  security  is  issuable in shares, or shall mean the smallest unit in which
such  security  is  issuable  if  such  security  is  not  issuable  in  shares.

     "CONVERTIBLE  SECURITIES"  means  any  stock  or  securities  directly  or
indirectly  convertible  into  or  exchangeable  for  Common  Stock.

     "LIQUIDATION VALUE" of any share of Series A Preferred as of any particular
date  shall  be  equal  to  $3.60,  as  adjusted.

     "MARKET  PRICE"  of any security means the average of the closing prices of
such  security's sales on all securities exchanges on which such security may at
the  time  be listed, or, if there has been no sales on any such exchange on any
day,  the  average  of  the  highest  bid  and  lowest  asked prices on all such
exchanges  at  the  end  of  such day, or, if on any day such security is not so
listed,  the  average  of  the representative bid and asked prices quoted in the
Nasdaq System as of 4:00 P.M., New York time, or, if on any day such security is
not quoted in the Nasdaq System, the average of the highest bid and lowest asked
prices  on  such  day in the domestic over-the-counter market as reported by the
National  Quotation Bureau, Incorporated, or any similar successor organization,
in  each  such case averaged over a period of twenty-one (21) days consisting of
the  day  as  of  which  "Market  Price" is being determined and the twenty (20)
consecutive  business  days  prior to such day.  If at any time such security is
not  listed  on  any  securities  exchange or quoted in the Nasdaq System or the
over-the-counter  market,  the  "Market  Price"  shall be the fair value thereof
determined  jointly  by  the  Corporation  and  the holders of a majority of the
Series  A  Preferred.  If  such  parties  are unable to reach agreement within a
reasonable period of time, such fair value shall be determined by an independent
appraiser  experienced in valuing securities jointly selected by the Corporation
and  the  holders of a majority of the Series A Preferred.  The determination of
such  appraiser shall be final and binding upon the parties, and the Corporation
shall  pay  the  fees  and  expenses  of  such  appraiser.

                                        14
<PAGE>

     "OPTIONS"  means  any  rights,  warrants  or  options  to  subscribe for or
purchase  Common  Stock  or  Convertible  Securities.

     "OTHER  SECURITIES"  means  any capital stock or other equity securities of
the  Corporation,  except  for  the  Series  A  Preferred.

     "PERSON"  means  an  individual,  a  partnership,  a corporation, a limited
liability company, a limited liability, an association, a joint stock company, a
trust, a joint venture, an unincorporated organization and a governmental entity
or  any  department,  agency  or  political  subdivision  thereof.

     "QUALIFIED  PUBLIC  OFFERING"  means any offering by the Corporation of its
capital  stock  or  equity  securities  to  the  public pursuant to an effective
registration  statement  under the Securities Act of 1933, as then in effect, or
any  comparable  statement  under  any similar federal statute then in force, in
which  the  price  paid  by the public for each share of capital stock or equity
security  is  at least $10.00 (adjusted for stock splits or stock dividends) and
the aggregate gross proceeds to the Corporation from the sale of all such shares
is  not  less  than $15 million.  A Qualified Public Offering shall be deemed to
have  occurred  upon  the effectiveness of the registration statement filed with
respect  to such offering, subject to such Qualified Public Offering having been
deemed  to  have occurred and being reversed and nullified if the closing of the
sale  of  such  shares  pursuant to such offering does not occur within ten (10)
business  days  after  such  effectiveness.

SECTION  8.  AMENDMENT  AND  WAIVER.
             ----------------------

     No  amendment,  modification  or  waiver shall be binding or effective with
respect  to  any  provision  of Sections 1 to 9 hereof without the prior written
                                ----------    -
consent  of  the  holders of a majority of the Series A Preferred outstanding at
the  time  such action is taken; provided that no such action shall change:  (a)
the  manner  in which dividends on the Series A Preferred accrue or the times at
which  such  dividends become payable or the amount payable on redemption of the
Series A Preferred or the times at which redemption of the Series A Preferred is
to  occur,  without  the  prior  written  consent  of  the  holders  of at least
two-thirds  of the Series A Preferred then outstanding; (b) the Conversion Price
of  the  Series A Preferred or the number of shares or class of stock into which
the  Series A Preferred is convertible, without the prior written consent of the
holder of at least two-thirds of the Series A Preferred then outstanding; or (c)
the  percentage  required to approve any change described in clauses (a) and (b)
                                                             -----------     ---
above,  without  the prior written consent of the holders of at least two-thirds
of  the Series A Preferred then outstanding; and provided further that no change
in  the  terms  hereof  may  be  accomplished  by merger or consolidation of the
Corporation  with  another  corporation  or  entity  unless  the Corporation has
obtained  the  prior written consent of the holders of the applicable percentage
of  the  Series  A  Preferred  then  outstanding.

SECTION  9.  NOTICES.
             -------

     Except  as  otherwise expressly provided hereunder, all notices referred to
herein  shall  be  in  writing and shall be delivered by registered or certified
mail,  return  receipt  requested and postage prepaid, or by reputable overnight
courier service, charges prepaid, and shall be deemed to have been given when so
mailed  or  sent  (i) to the Corporation, at its principal executive offices and
(ii)  to  any  stockholder,  at such holder's address as it appears in the stock
records  of  the  Corporation  (unless  otherwise indicated by any such holder).

IN  WITNESS WHEREOF, the undersigned has executed these Articles of Amendment to
the  Articles  of  Incorporation  as  of  the  23rd  day  of  March,  2000.


                            EMAGISOFT  TECHNOLOGIES,  INC.




                            By:   /S/  Kyle  E.  Jones
                            ------------------------------------------
                            Kyle  E.  Jones,  Sole  Director  and  President

                                        15
<PAGE>
                                                               EXHIBIT  NO.  3.4

                    CONVERTIBLE NOTES(3) DATED APRIL 10, 2000

                                   NOTE NO. 1
                                CONVERTIBLE NOTE
                                ----------------


THIS  NOTE AND PREFERRED STOCK ISSUABLE UPON ANY CONVERSION HEREOF HAVE NOT BEEN
REGISTERED  UNDER  THE  SECURITIES  ACT  OF 1933, AS AMENDED (THE "ACT"), OR ANY
APPLICABLE STATE SECURITIES LAWS.  THIS NOTE AND THE PREFERRED STOCK ISSUED UPON
CONVERSION HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A
VIEW  TO  DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
OR  HYPOTHECATED  IN  THE  ABSENCE  OF  A  REGISTRATION STATEMENT IN EFFECT WITH
RESPECT  TO  THE NOTE OR SUCH PREFERRED STOCK UNDER SUCH ACT AND APPLICABLE LAWS
OR  SOME  OTHER  EXEMPTION  FROM  THE  REGISTRATION REQUIREMENTS OF SUCH ACT AND
APPLICABLE  LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE BORROWER THAT SUCH
REGISTRATION  IS  NOT  REQUIRED.



                                CONVERTIBLE NOTE
                                ----------------


$250,000.00                                                April  10,  2000
 ----------                                                ----------------


     FOR  VALUE  RECEIVED,  the  undersigned,  EMAGISOFT  TECHNOLOGIES,  INC., a
Florida corporation (the "Borrower" or the "Company"), hereby promises to pay to
                          --------          -------
the  order  of  BARRINGTON  BARISIC  (together  with  his  heirs,  personal
                -------------------
representatives,  successors and assigns, and any such bearer, being hereinafter
referred  to  collectively  as  "Holder"),  at such times and in such amounts as
                                 ------
described  herein  (the "Note"), the principal sum of TWO HUNDRED FIFTY THOUSAND
                         ----                         --------------------------
DOLLARS  ($250,000.00),  together  with  interest  thereon at the rate set forth
-------
herein (the "Loan");  provided,  however, that in lieu of repayment of the Loan,
             ----
and  in full satisfaction as set forth in Section 2 hereof, Borrower may  render
the  performance  described,  and otherwise satisfy the terms and conditions set
forth  in  Section 2 hereof, such that Borrower shall be deemed to have rendered
full   performance   of  its  obligations  hereunder  and  this  Note,  and  the
indebtedness  evidenced  hereby,  shall  thereupon be terminated, void and of no
further force or effect upon a  conversion  of  the indebtedness into Conversion
Securities,  as  defined,  and  as further described in Section 2.  Holder shall
advance  Borrower the  principal of such Loan in a single payment.  For purposes
of this Note, "Borrower" shall mean all  successors  in  interest and assignees,
including,   without   limitation,   pursuant   to   a   merger,  consolidation,
reorganization,   recapitalization   or   other   similar   restructuring  event
(collectively,  a  "Reorganization"), and all endorsers, sureties and guarantors
                    --------------
and any other person liable or to  become  liable  with  respect  to  the  Loan.

     1.     Interest  Rate.     Interest  shall  accrue  on  the  outstanding
            --------------
principal  balance  of  this  Note from and after the date hereof at the rate of
eight  percent  (8%) per annum, except upon default and then at a higher rate of
interest  as provided below, provided, however, that all outstanding accrued and
unpaid  interest shall be immediately due and payable upon the effective date of
conversion of this Note.  Interest shall be calculated on the basis of a 360-day
year,  and  shall  be charged on the principal outstanding from time to time for
the  actual  number  of  days  elapsed.

                                        16
<PAGE>

     2.     Payment  of  Principal  and  Interest;  Conversion  Option.
            ----------------------------------------------------------

          (a)     Payment  of  Principal  and  Interest.  Subject  to  Holder's
election  to convert the Indebtedness (defined below) evidenced hereby into such
number  of shares of Conversion Securities (defined below) as described below in
lieu  of  repayment  of the Indebtedness as provided in this Section 2, Borrower
shall  pay  the  entire  outstanding principal balance under this Note, together
with all accrued and unpaid interest thereon (collectively, the "Indebtedness"),
                                                                 ------------
at  anytime,  in the Borrower's sole discretion, on or before the earlier of (i)
one (1) year from the date hereof or (ii) thirty (30) days following the closing
of  the  first  firm  commitment,  underwritten public offering of the Company's
common  stock,  par  value $0.0001 per share (the "Common Stock") pursuant to an
                                                   ------------
effective  registration  statement  under the Securities Act of 1933, as amended
(the  "Act"),  raising gross proceeds to the Company of at least $15,000,000 (an
       ---
"IPO")  (in  either  case,  the "Maturity Date") (the entire term, from the date
 ---                             ---------------
hereof  until  maturity,  hereinafter referred to as the "Loan Term"); provided,
                                                          ---------
however,  that  at  any time prior to the earlier of (A) Borrower's repayment of
the  Indebtedness  or  (B)  the Maturity Date, if Holder so elects in accordance
with  subparagraph (c) below, the Borrower may satisfy its obligations hereunder
by  issuing  and  delivering  to  Holder such number of duly authorized, validly
issued,  fully  paid and non-assessable shares of Conversion Securities as shall
be  equal to the entire outstanding Indebtedness evidenced by this Note, divided
by  $3.60  (the  "Conversion  Formula").  For  the  purposes hereof, "Conversion
                  -------------------                                 ----------
Securities"  shall  mean  shares  of the Company's Series A preferred stock, par
----------
value  $0.0001  per  share  (the  "Preferred  Stock")  offered by the Company to
                                   ----------------
outside  investors  in  a  private  offering.

     (b)     Conversion.  Holder  shall, in Holder's sole discretion, at anytime
prior to the earlier of (i) Borrower's repayment of the Indebtedness or (ii) the
Maturity  Date,  have the right to convert the Indebtedness (in whole and not in
part)  evidenced hereby (the "Conversion Option") into such number of Conversion
                              -----------------
Securities  in  accordance  with  the Conversion Formula described above and the
conversion  procedure  described  below.

(c)     Conversion  Procedure.

     (i)     Before  Holder shall be entitled to exercise the Conversion Option,
Borrower  shall give to Holder any necessary subscription documents, including a
subscription  agreement,  accredited  investor  questionnaire  (in each case, if
any),  Investors  Rights  Agreement,  or other documents ("Conversion Securities
                                                           ---------------------
Documents").  If  at  anytime  following  the  date of receipt of any Conversion
---------
Securities  Documents,  but  prior to the earlier of (A) Borrower's repayment of
   -
the  Indebtedness  or  (B)  the  Maturity  Date,  Holder  intends  to accept the
Conversion  Option,  Holder  shall  provide  Borrower  with  written notice (the
"Holder  Notice")  by first class mail, postage prepaid, or by express overnight
      ---------
courier  indicating  Holder's  intent  to  accept  the  Conversion  Option.  For
purposes  hereof,  all  such  notices  and other written communications shall be
effective  (x)  if  mailed,  five (5) days after mailing, (y) if delivered, upon
delivery  and  (z)  if  sent  via  facsimile,  upon  confirmation  of  receipt.

     (ii)     If  Holder  informs  the Borrower that Holder elects not to accept
                                                                   ---
the  Conversion Option, the terms and provisions of the Note, and the rights and
responsibilities  thereunder,  shall  remain  in  full  force  and  effect.

     (iii)     If  Holder  elects to accept the Conversion Option, then together
with the delivery of the Holder Notice, or as soon as practicable after delivery
thereof  (and  in  any  event  prior  to  the  stated closing of the offering of
Conversion Securities, if any), Holder shall execute and deliver to Borrower any
necessary Conversion Securities Documents prepared by the Borrower in connection
with  the offering of such Conversion Securities.  Upon receipt of duly executed
Conversion  Securities  Documents (which, among other things, reaffirms Holder's
"accredited  investor"  status),  Borrower  shall  as  promptly  as  practicable
thereafter issue and deliver to Holder a certificate(s) for the number of shares
of  Conversion  Securities  to which Holder shall be entitled as aforesaid.  The
person(s)  entitled to receive the shares of Conversion Securities issuable upon
such  conversion  of  the  Note  shall be treated for all purposes as the record
holder  or  holders  of  such  shares of Conversion Securities as of the date of
Borrower's  acceptance  of  such conversion and subscription by its signature on
the  Conversion  Securities subscription agreement (if any, and if none, then as
Borrower  shall  otherwise  specify).

                                        17
<PAGE>

     (iv)     Mechanics  and  Effect  of  Conversion.  No  fractional  shares of
Conversion  Securities shall be issued upon conversion of this Note.  In lieu of
Borrower issuing any fractional shares to Holder upon conversion, Borrower shall
pay to Holder the amount of outstanding principal that is not so converted, such
payment  to  be  in  the  form  provided below.  Upon (or together with) noticed
conversion of this Note, Holder shall surrender this Note, duly endorsed, at the
principal office of Borrower, together with the Conversion Securities Documents,
as described above.  At its expense, as soon as practicable thereafter, Borrower
shall  issue  and deliver to Holder a certificate(s) for the number of shares of
such  Conversion  Securities  to  which  Holder  shall  be  entitled  upon  such
conversion  (bearing  such  legends as are required by the Conversion Securities
Documents  and  any applicable federal and state securities laws), together with
any  cash  in lieu of fractional shares or other securities or property to which
Holder  is  entitled  upon  conversion under the terms of this Note, including a
check  payable to Holder for any cash amounts due hereunder.  Upon conversion of
this  Note,  Borrower  shall  be  deemed  to  have  satisfied  and fully forever
discharged  all of its obligations hereunder, including, without limitation, the
obligation  of  repayment of the Indebtedness and this Note and all Indebtedness
evidenced  hereby  shall  immediately  be terminated and fully satisfied without
further  action  by  any  of  the  parties hereto and without further rights and
obligations  on  the  part  of  Borrower.

     (d)     Acknowledgement  by  Holder.  Holder hereby represents and warrants
to Borrower that Holder has sufficient knowledge and experience of financial and
business  matters  so  that  Holder  is able to evaluate the merits and risks of
purchasing  the  Note  and  Holder  has  had  substantial experience in previous
private  and public purchases of securities.  Holder is an "accredited investor"
as  that  term  is  defined  in  Rule  501  of  Regulation  D  under  the  Act.

     3.     Event  of  Default.
            ------------------

          Any of the following shall constitute an "Event of Default" under this
                                                     ----------------
Note,  and  shall  give  rise  to  the  remedies  provided  in Section 4 herein:

     (a)     The  failure  by  the  Borrower to pay or otherwise to satisfy when
due, as contemplated in Section 2, the Indebtedness or the Conversion Option, as
the  case  may  be;

     (b)     If  the  Borrower:  (i)  admits  in  writing  its  inability to pay
generally  its  debts  as  they  mature; (ii) makes a general assignment for the
benefit of creditors; (iii) is adjudicated a bankrupt or insolvent; (iv) files a
voluntary petition in bankruptcy; (v) takes advantage, as against its creditors,
of any bankruptcy law or statute of the United States of America or any state or
subdivision  thereof  now  or  hereafter  in  effect;  (vi)  has  a  petition or
proceeding  filed against it under any provision of any bankruptcy or insolvency
law  or  statute  of  the  United  States of America or any state or subdivision
thereof,  which  petition or proceeding is not dismissed within thirty (30) days
after  the  date  of the commencement thereof; (vii) has a receiver, liquidator,
trustee,  custodian, conservator, sequestrator or other such person appointed by
any  court  to  take  charge  of  its  affairs  or  assets  or business and such
appointment  is not vacated or discharged within thirty (30) days thereafter; or
(viii)  takes  any  action  in  furtherance  of  any  of  the  foregoing;  or

     (c)     Any  merger, liquidation, dissolution or winding up of the Borrower
or  its  business  or any sale of all or substantially all of Borrower's capital
stock  or  assets;  provided,  however,  the  merger  or sale of Borrower with a
successor  entity  that acknowledges and expressly assumes in writing Borrower's
obligations hereunder shall not be considered an "Event of Default" for purposes
hereof.

     4.     Remedies  on  Default.   If  any Event of Default shall occur and be
            ---------------------
continuing  for a period of fifteen (15) business days after notice from Holder,
Holder  shall,  in  addition to any and all other available rights and remedies,
have  the right, at Holder's option unless such Event of Default shall have been
cured  or  waived in writing by Holder (which waiver shall not be deemed to be a
waiver  of  a  subsequent default), to:  (a) declare the entire unpaid principal
balance  of  this  Note,  together with all interest accrued thereon at the rate
hereinbefore  specified  to the date of said Event of Default and, thereafter at
the  rate  of  fifteen percent (15%) per annum (or the maximum allowable by law)
and all other sums due by Borrower hereunder, to be immediately due and payable;
and  (b)  pursue  any  and  all  available  remedies  for the collection of such
principal  and  interest  to enforce its rights as described herein; and in such
case  Holder may also recover all costs of suit and other expenses in connection
therewith,  including reasonable attorney's fees for collection and the right to
equitable  relief  (including,  but  not  limited  to,  injunctions)  to enforce
Holder's  rights  as  set  forth  herein.

                                        18
<PAGE>

     5.     Certain  Waivers.  Except  as  otherwise  expressly provided in this
            ----------------
Note,  the  Borrower  hereby  waives diligence, demand, presentment for payment,
protest,  dishonor,  nonpayment  and  default  with  respect to the Indebtedness
evidenced  hereby.  The  Borrower hereby expressly agrees that this Note, or any
payment  hereunder, may be extended, modified or subordinated (by forbearance or
otherwise)  from time to time, without in any way affecting the liability of the
Borrower.

     6.     Waivers  and Amendments; Cumulative Remedies.  Neither any provision
            --------------------------------------------
of  this Note nor any performance hereunder may be amended or waived orally, but
only by an agreement in writing and signed by the party against whom enforcement
of  any waiver, change, modification or discharge is sought.  No right or remedy
conferred  upon  the  parties under this Note is intended to be exclusive of any
other  right  or  remedy  contained  herein  or  in  any  instrument or document
delivered  in  connection  herewith,  and  every  such  right or remedy shall be
cumulative  and  shall  be  in  addition  to  every  other  such right or remedy
contained  herein  and/or  now  or  hereafter  existing  at  law or in equity or
otherwise.

     7.     Governing  Law.  This  Note  shall  be  deemed to be a contract made
            --------------
under  the  laws of the State of Florida and shall be governed by, and construed
in  accordance  with, the laws of the State of Florida, without giving effect to
the  principles  of  conflicts  of  law.

     8.     Consent  to  Jurisdiction  and  Service of Process.  The Borrower by
            --------------------------------------------------
execution,  and Holder by acceptance, hereof each consent to the jurisdiction of
any  federal  district  court  in  the  State  of  Florida  having  competent
jurisdiction.  The Borrower waives personal service of any summons, complaint or
other  process  in connection with any such action or proceeding and agrees that
service thereof may be made, as the Holder may elect, by certified mail directed
to  the  Borrower  at the location provided for in Section 10 hereof, or, in the
alternative,  in  any  other  form  or  manner  permitted  by  law.

9.     Additional  Documents.  From time to time Holder will execute and deliver
       ---------------------
to  Borrower  such  additional instruments as Borrower may reasonably request to
effectuate  the  purposes  of  this  Note.

     10.     Notices.  All  notices  and  other  communications  required  or
             -------
permitted  hereunder  shall  be  in writing and shall be mailed by United States
first-class  mail,  postage  prepaid,  or  delivered  personally  by  hand or by
nationally  recognized  overnight  courier  or  sent via facsimile addressed to:

                            If  to  Borrower:

                               Emagisoft  Technologies,  Inc.
                               405  Central  Avenue
                               Second  Floor
                               St.  Petersburg,  Florida  33701
                               Attn:  Kyle  E.  Jones,  President
                               Facsimile:  (727)  822-7858

                            If  to  Holder:

                               Barrington  Barisic
                               -------------------
                               c/o  Kimmerle  Brothers,  Inc.
                               ------------------------------
                               337  M  Street
                               --------------
                               Fresno,  CA  93721
                               ------------------
                               Facsimile:  (559)  233-4678
                                           ---------------

or  at  such  other  address  as shall have been furnished to the other party in
writing.  All  such  notices and other written communications shall be effective
(i)  if  mailed,  five (5) days after mailing, (ii) if delivered, upon delivery,
and  (iii)  if  sent  via  facsimile,  upon  confirmation  of  receipt.

     11.     Wiring  Instructions.  Any amount wired to Borrower hereunder shall
             --------------------
be  wired  in  accordance  with  the  following  wiring  instructions:

          Bank  Name:          Nations  Bank  -  Bank  of  America
          Account  Name:       Emagisoft  Technologies,  Inc.
          Account  Number:     xxxxxxxxxxxx
          Routing  number:     xxxxxxxxxxx

                                        19
<PAGE>

     12.     Severability.  If  any  provision  of  this  Note  is prohibited or
             ------------
unenforceable  in any jurisdiction, it shall be ineffective in such jurisdiction
only to the extent of such prohibition or unenforceability, and such prohibition
or  unenforceability  shall  not invalidate the balance of such provision to the
extent  it  is  not  prohibited  or  unenforceable  nor the remaining provisions
hereof,  nor  render  unenforceable  such  provision  in any other jurisdiction.
     13.     Assignment. This Note shall  inure to the  benefit of, and shall be
        ----------
binding  upon, Borrower and Holder and their respective successors and permitted
assigns.  Neither  party  hereto  may  assign  any  of its rights or obligations
hereunder  without  the  prior  written  consent  of  the  other  party.
     14.     Treatment  of  this  Note.  To  the  extent  permitted by generally
             -------------------------
accepted accounting principles, Borrower will treat, account and report the Note
as  debt  and not equity for accounting purposes and with respect to any returns
filed  with  federal,  state  or  local  tax  authorities.
     15.     Facsimile.  Any  facsimile  signature  of  any  party  hereto shall
             ---------
constitute  a  legal,  valid  and  binding  execution  hereby  by  such  party.
     16.     No  Stockholder  Rights.  Nothing  contained  in this Note shall be
             -----------------------
construed  as conferring upon Holder or any other person the right to vote or to
consent  or  to  receive  notice  as  a  stockholder  in  respect  of meeting of
stockholders  for  the election of directors of Borrower or any other matters or
any rights whatsoever as a stockholder of Borrower; and no dividends or interest
shall  be payable or accrued in respect of this Note or the interest represented
hereby  or the Conversion Securities obtainable hereunder until, and only to the
extent  that,  this  Note  shall  have  been  converted.
     17.     Jury  Trial.  Borrower,  by  execution,  and  Holder by acceptance,
             -----------
hereof  hereby  waive all right to a trial by jury in any litigation relating to
this  Note  and  each  document  incident  thereto.
     IN WITNESS WHEREOF, the undersigned has executed and delivered this Note on
and  as  of  the  date  first  set  forth  above.

                            EMAGISOFT  TECHNOLOGIES  INC.,  A  FLORIDA
                            CORPORATION,  AS  BORROWER

                            By:    /s/  Kyle  E.  Jones
                                   --------------------

                            Name:  Kyle  E.  Jones
                                   ------------------

                            Title: President/CEO
                                   -------------

                                        20
<PAGE>

                                     NOTE NO. 2
                                     ----------
                                CONVERTIBLE NOTE
                                ----------------


THIS  NOTE AND PREFERRED STOCK ISSUABLE UPON ANY CONVERSION HEREOF HAVE NOT BEEN
REGISTERED  UNDER  THE  SECURITIES  ACT  OF 1933, AS AMENDED (THE "ACT"), OR ANY
APPLICABLE STATE SECURITIES LAWS.  THIS NOTE AND THE PREFERRED STOCK ISSUED UPON
CONVERSION HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A
VIEW  TO  DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
OR  HYPOTHECATED  IN  THE  ABSENCE  OF  A  REGISTRATION STATEMENT IN EFFECT WITH
RESPECT  TO  THE NOTE OR SUCH PREFERRED STOCK UNDER SUCH ACT AND APPLICABLE LAWS
OR  SOME  OTHER  EXEMPTION  FROM  THE  REGISTRATION REQUIREMENTS OF SUCH ACT AND
APPLICABLE  LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE BORROWER THAT SUCH
REGISTRATION  IS  NOT  REQUIRED.



                                CONVERTIBLE NOTE
                                ----------------


$100,000.00                                               April  10,  2000
 ----------                                               ----------------


     FOR  VALUE  RECEIVED,  the  undersigned,  EMAGISOFT  TECHNOLOGIES,  INC., a
Florida corporation (the "Borrower" or the "Company"), hereby promises to pay to
                          --------          -------
the  order  of  RICHARD FROM (together with his heirs, personal representatives,
                ------------
successors  and  assigns,  and  any  such  bearer, being hereinafter referred to
collectively as "Holder"), at such times and in such amounts as described herein
                 ------
(the  "Note"),  the principal sum of ONE HUNDRED THOUSAND DOLLARS ($100,000.00),
       ----                          --------------------
together  with  interest  thereon  at  the  rate  set forth herein (the "Loan");
                                                                         ----
provided,  however,  that  in  lieu  of  repayment  of  the  Loan,  and  in full
satisfaction  as  set  forth  in  Section  2  hereof,  Borrower  may  render the
performance  described, and otherwise satisfy the terms and conditions set forth
in  Section  2  hereof, such that Borrower shall be deemed to have rendered full
performance  of  its  obligations  hereunder and this Note, and the indebtedness
evidenced hereby, shall thereupon be terminated, void and of no further force or
effect  upon  a  conversion  of  the indebtedness into Conversion Securities, as
defined,  and  as further described in Section 2.  Holder shall advance Borrower
the  principal  of  such  Loan  in a single payment.  For purposes of this Note,
"Borrower"  shall  mean  all  successors  in  interest and assignees, including,
without  limitation,  pursuant  to  a  merger,  consolidation,  reorganization,
recapitalization  or  other  similar  restructuring  event  (collectively,  a
"Reorganization"),  and  all  endorsers,  sureties  and guarantors and any other
 --------------
person  liable  or  to  become  liable  with  respect  to  the  Loan.

     1.     Interest  Rate.     Interest  shall  accrue  on  the  outstanding
            --------------
principal  balance  of  this  Note from and after the date hereof at the rate of
eight  percent  (8%) per annum, except upon default and then at a higher rate of
interest  as provided below, provided, however, that all outstanding accrued and
unpaid  interest shall be immediately due and payable upon the effective date of
conversion of this Note.  Interest shall be calculated on the basis of a 360-day
year,  and  shall  be charged on the principal outstanding from time to time for
the  actual  number  of  days  elapsed.

                                        21
<PAGE>

     2.     Payment  of  Principal  and  Interest;  Conversion  Option.
            ----------------------------------------------------------

          (a)     Payment  of  Principal  and  Interest.  Subject  to  Holder's
election  to convert the Indebtedness (defined below) evidenced hereby into such
number  of shares of Conversion Securities (defined below) as described below in
lieu  of  repayment  of the Indebtedness as provided in this Section 2, Borrower
shall  pay  the  entire  outstanding principal balance under this Note, together
with all accrued and unpaid interest thereon (collectively, the "Indebtedness"),
                                                                 ------------
at  anytime,  in the Borrower's sole discretion, on or before the earlier of (i)
one (1) year from the date hereof or (ii) thirty (30) days following the closing
of  the  first  firm  commitment,  underwritten public offering of the Company's
common  stock,  par  value $0.0001 per share (the "Common Stock") pursuant to an
                                                   ------------
effective  registration  statement  under the Securities Act of 1933, as amended
(the  "Act"),  raising gross proceeds to the Company of at least $15,000,000 (an
       ---
"IPO")  (in  either  case,  the "Maturity Date") (the entire term, from the date
 ---                             ---------------
hereof  until  maturity,  hereinafter referred to as the "Loan Term"); provided,
                                                          ---------
however,  that  at  any time prior to the earlier of (A) Borrower's repayment of
the  Indebtedness  or  (B)  the Maturity Date, if Holder so elects in accordance
with  subparagraph (c) below, the Borrower may satisfy its obligations hereunder
by  issuing  and  delivering  to  Holder such number of duly authorized, validly
issued,  fully  paid and non-assessable shares of Conversion Securities as shall
be  equal to the entire outstanding Indebtedness evidenced by this Note, divided
by  $3.60  (the  "Conversion  Formula").  For  the  purposes hereof, "Conversion
                  -------------------                                 ----------
Securities"  shall  mean  shares  of the Company's Series A preferred stock, par
----------
value  $0.0001  per  share  (the  "Preferred  Stock")  offered by the Company to
                                   ----------------
outside  investors  in  a  private  offering.

     (b)     Conversion.  Holder  shall, in Holder's sole discretion, at anytime
prior to the earlier of (i) Borrower's repayment of the Indebtedness or (ii) the
Maturity  Date,  have the right to convert the Indebtedness (in whole and not in
part)  evidenced hereby (the "Conversion Option") into such number of Conversion
                              -----------------
Securities  in  accordance  with  the Conversion Formula described above and the
conversion  procedure  described  below.

(c)     Conversion  Procedure.

     (i)     Before  Holder shall be entitled to exercise the Conversion Option,
Borrower  shall give to Holder any necessary subscription documents, including a
subscription  agreement,  accredited  investor  questionnaire  (in each case, if
any),  Investors  Rights  Agreement,  or other documents ("Conversion Securities
                                                           ---------------------
Documents").  If  at  anytime  following  the  date of receipt of any Conversion
---------
Securities  Documents,  but  prior to the earlier of (A) Borrower's repayment of
the  Indebtedness  or  (B)  the  Maturity  Date,  Holder  intends  to accept the
Conversion  Option,  Holder  shall  provide  Borrower  with  written notice (the
"Holder  Notice")  by first class mail, postage prepaid, or by express overnight
 --------------
courier  indicating  Holder's  intent  to  accept  the  Conversion  Option.  For
purposes  hereof,  all  such  notices  and other written communications shall be
effective  (x)  if  mailed,  five (5) days after mailing, (y) if delivered, upon
delivery  and  (z)  if  sent  via  facsimile,  upon  confirmation  of  receipt.

     (ii)     If  Holder  informs  the Borrower that Holder elects not to accept
                                                                   ---
the  Conversion Option, the terms and provisions of the Note, and the rights and
responsibilities  thereunder,  shall  remain  in  full  force  and  effect.

     (iii)     If  Holder  elects to accept the Conversion Option, then together
with the delivery of the Holder Notice, or as soon as practicable after delivery
thereof  (and  in  any  event  prior  to  the  stated closing of the offering of
Conversion Securities, if any), Holder shall execute and deliver to Borrower any
necessary Conversion Securities Documents prepared by the Borrower in connection
with  the offering of such Conversion Securities.  Upon receipt of duly executed
Conversion  Securities  Documents (which, among other things, reaffirms Holder's
"accredited  investor"  status),  Borrower  shall  as  promptly  as  practicable
thereafter issue and deliver to Holder a certificate(s) for the number of shares
of  Conversion  Securities  to which Holder shall be entitled as aforesaid.  The
person(s)  entitled to receive the shares of Conversion Securities issuable upon
such  conversion  of  the  Note  shall be treated for all purposes as the record
holder  or  holders  of  such  shares of Conversion Securities as of the date of
Borrower's  acceptance  of  such conversion and subscription by its signature on
the  Conversion  Securities subscription agreement (if any, and if none, then as
Borrower  shall  otherwise  specify).

                                        22
<PAGE>

     (iv)     Mechanics  and  Effect  of  Conversion.  No  fractional  shares of
Conversion  Securities shall be issued upon conversion of this Note.  In lieu of
Borrower issuing any fractional shares to Holder upon conversion, Borrower shall
pay to Holder the amount of outstanding principal that is not so converted, such
payment  to  be  in  the  form  provided below.  Upon (or together with) noticed
conversion of this Note, Holder shall surrender this Note, duly endorsed, at the
principal office of Borrower, together with the Conversion Securities Documents,
as described above.  At its expense, as soon as practicable thereafter, Borrower
shall  issue  and deliver to Holder a certificate(s) for the number of shares of
such  Conversion  Securities  to  which  Holder  shall  be  entitled  upon  such
conversion  (bearing  such  legends as are required by the Conversion Securities
Documents  and  any applicable federal and state securities laws), together with
any  cash  in lieu of fractional shares or other securities or property to which
Holder  is  entitled  upon  conversion under the terms of this Note, including a
check  payable to Holder for any cash amounts due hereunder.  Upon conversion of
this  Note,  Borrower  shall  be  deemed  to  have  satisfied  and fully forever
discharged  all of its obligations hereunder, including, without limitation, the
obligation  of  repayment of the Indebtedness and this Note and all Indebtedness
evidenced  hereby  shall  immediately  be terminated and fully satisfied without
further  action  by  any  of  the  parties hereto and without further rights and
obligations  on  the  part  of  Borrower.

     (d)     Acknowledgement  by  Holder.  Holder hereby represents and warrants
to Borrower that Holder has sufficient knowledge and experience of financial and
business  matters  so  that  Holder  is able to evaluate the merits and risks of
purchasing  the  Note  and  Holder  has  had  substantial experience in previous
private  and public purchases of securities.  Holder is an "accredited investor"
as  that  term  is  defined  in  Rule  501  of  Regulation  D  under  the  Act.

     3.     Event  of  Default.
            ------------------

          Any of the following shall constitute an "Event of Default" under this
                                                    ----------------
Note,  and  shall  give  rise  to  the  remedies  provided  in Section 4 herein:

     (a)     The  failure  by  the  Borrower to pay or otherwise to satisfy when
due, as contemplated in Section 2, the Indebtedness or the Conversion Option, as
the  case  may  be;

     (b)     If  the  Borrower:  (i)  admits  in  writing  its  inability to pay
generally  its  debts  as  they  mature; (ii) makes a general assignment for the
benefit of creditors; (iii) is adjudicated a bankrupt or insolvent; (iv) files a
voluntary petition in bankruptcy; (v) takes advantage, as against its creditors,
of any bankruptcy law or statute of the United States of America or any state or
subdivision  thereof  now  or  hereafter  in  effect;  (vi)  has  a  petition or
proceeding  filed against it under any provision of any bankruptcy or insolvency
law  or  statute  of  the  United  States of America or any state or subdivision
thereof,  which  petition or proceeding is not dismissed within thirty (30) days
after  the  date  of the commencement thereof; (vii) has a receiver, liquidator,
trustee,  custodian, conservator, sequestrator or other such person appointed by
any  court  to  take  charge  of  its  affairs  or  assets  or business and such
appointment  is not vacated or discharged within thirty (30) days thereafter; or
(viii)  takes  any  action  in  furtherance  of  any  of  the  foregoing;  or

     (c)     Any  merger, liquidation, dissolution or winding up of the Borrower
or  its  business  or any sale of all or substantially all of Borrower's capital
stock  or  assets;  provided,  however,  the  merger  or sale of Borrower with a
successor  entity  that acknowledges and expressly assumes in writing Borrower's
obligations hereunder shall not be considered an "Event of Default" for purposes
hereof.

     4.     Remedies  on  Default.   If  any Event of Default shall occur and be
            ---------------------
continuing  for a period of fifteen (15) business days after notice from Holder,
Holder  shall,  in  addition to any and all other available rights and remedies,
have  the right, at Holder's option unless such Event of Default shall have been
cured  or  waived in writing by Holder (which waiver shall not be deemed to be a
waiver  of  a  subsequent default), to:  (a) declare the entire unpaid principal
balance  of  this  Note,  together with all interest accrued thereon at the rate
hereinbefore  specified  to the date of said Event of Default and, thereafter at
the  rate  of  fifteen percent (15%) per annum (or the maximum allowable by law)
and all other sums due by Borrower hereunder, to be immediately due and payable;
and  (b)  pursue  any  and  all  available  remedies  for the collection of such
principal  and  interest  to enforce its rights as described herein; and in such
case  Holder may also recover all costs of suit and other expenses in connection
therewith,  including reasonable attorney's fees for collection and the right to
equitable  relief  (including,  but  not  limited  to,  injunctions)  to enforce
Holder's  rights  as  set  forth  herein.

                                        23
<PAGE>

     5.     Certain  Waivers.  Except  as  otherwise  expressly provided in this
            ----------------
Note,  the  Borrower  hereby  waives diligence, demand, presentment for payment,
protest,  dishonor,  nonpayment  and  default  with  respect to the Indebtedness
evidenced  hereby.  The  Borrower hereby expressly agrees that this Note, or any
payment  hereunder, may be extended, modified or subordinated (by forbearance or
otherwise)  from time to time, without in any way affecting the liability of the
Borrower.

     6.     Waivers  and Amendments; Cumulative Remedies.  Neither any provision
            --------------------------------------------
of  this Note nor any performance hereunder may be amended or waived orally, but
only by an agreement in writing and signed by the party against whom enforcement
of  any waiver, change, modification or discharge is sought.  No right or remedy
conferred  upon  the  parties under this Note is intended to be exclusive of any
other  right  or  remedy  contained  herein  or  in  any  instrument or document
delivered  in  connection  herewith,  and  every  such  right or remedy shall be
cumulative  and  shall  be  in  addition  to  every  other  such right or remedy
contained  herein  and/or  now  or  hereafter  existing  at  law or in equity or
otherwise.

     7.     Governing  Law.  This  Note  shall  be  deemed to be a contract made
            --------------
under  the  laws of the State of Florida and shall be governed by, and construed
in  accordance  with, the laws of the State of Florida, without giving effect to
the  principles  of  conflicts  of  law.

     8.     Consent  to  Jurisdiction  and  Service of Process.  The Borrower by
            --------------------------------------------------
execution,  and Holder by acceptance, hereof each consent to the jurisdiction of
any  federal  district  court  in  the  State  of  Florida  having  competent
jurisdiction.  The Borrower waives personal service of any summons, complaint or
other  process  in connection with any such action or proceeding and agrees that
service thereof may be made, as the Holder may elect, by certified mail directed
to  the  Borrower  at the location provided for in Section 10 hereof, or, in the
alternative,  in  any  other  form  or  manner  permitted  by  law.

      9. Additional Documents. From time to time Holder will execute and deliver
       ----------------------
to  Borrower  such  additional instruments as Borrower may reasonably request to
effectuate  the  purposes  of  this  Note.

     10.     Notices.  All  notices  and  other  communications  required  or
             -------
permitted  hereunder  shall  be  in writing and shall be mailed by United States
first-class  mail,  postage  prepaid,  or  delivered  personally  by  hand or by
nationally  recognized  overnight  courier  or  sent via facsimile addressed to:

                            If  to  Borrower:

                               Emagisoft  Technologies,  Inc.
                               405  Central  Avenue
                               Second  Floor
                               St.  Petersburg,  Florida  33701
                               Attn:  Kyle  E.  Jones,  President
                               Facsimile:  (727)  822-7858

                            If  to  Holder:

                               Richard  From
                               -------------
                               5413  Sandpiper  Court
                               ----------------------
                               Rocklin,  CA  95765
                               -------------------
                               Facsimile:  (916)  772-8118
                                           ---------------

or  at  such  other  address  as shall have been furnished to the other party in
writing.  All  such  notices and other written communications shall be effective
(i)  if  mailed,  five (5) days after mailing, (ii) if delivered, upon delivery,
and  (iii)  if  sent  via  facsimile,  upon  confirmation  of  receipt.

     11.     Wiring  Instructions.  Any amount wired to Borrower hereunder shall
             --------------------
be  wired  in  accordance  with  the  following  wiring  instructions:

          Bank  Name:          Nations  Bank  -  Bank  of  America
          Account  Name:       Emagisoft  Technologies,  Inc.
          Account  Number:     xxxxxxxxxxxxx
          Routing  number:     xxxxxxxxxx

                                        24
<PAGE>

     12.     Severability.  If  any  provision  of  this  Note  is prohibited or
             ------------
unenforceable  in any jurisdiction, it shall be ineffective in such jurisdiction
only to the extent of such prohibition or unenforceability, and such prohibition
or  unenforceability  shall  not invalidate the balance of such provision to the
extent  it  is  not  prohibited  or  unenforceable  nor the remaining provisions
hereof,  nor  render  unenforceable  such  provision  in any other jurisdiction.
13.     Assignment.  This  Note  shall  inure  to  the  benefit of, and shall be
        ----------
binding  upon, Borrower and Holder and their respective successors and permitted
assigns.  Neither  party  hereto  may  assign  any  of its rights or obligations
hereunder  without  the  prior  written  consent  of  the  other  party.
     14.     Treatment  of  this  Note.  To  the  extent  permitted by generally
             -------------------------
accepted accounting principles, Borrower will treat, account and report the Note
as  debt  and not equity for accounting purposes and with respect to any returns
filed  with  federal,  state  or  local  tax  authorities.
     15.     Facsimile.  Any  facsimile  signature  of  any  party  hereto shall
             ---------
constitute  a  legal,  valid  and  binding  execution  hereby  by  such  party.
     16.     No  Stockholder  Rights.  Nothing  contained  in this Note shall be
             -----------------------
construed  as conferring upon Holder or any other person the right to vote or to
consent  or  to  receive  notice  as  a  stockholder  in  respect  of meeting of
stockholders  for  the election of directors of Borrower or any other matters or
any rights whatsoever as a stockholder of Borrower; and no dividends or interest
shall  be payable or accrued in respect of this Note or the interest represented
hereby  or the Conversion Securities obtainable hereunder until, and only to the
extent  that,  this  Note  shall  have  been  converted.
     17.     Jury  Trial.  Borrower,  by  execution,  and  Holder by acceptance,
             -----------
hereof  hereby  waive all right to a trial by jury in any litigation relating to
this  Note  and  each  document  incident  thereto.
     IN WITNESS WHEREOF, the undersigned has executed and delivered this Note on
and  as  of  the  date  first  set  forth  above.

                            EMAGISOFT  TECHNOLOGIES  INC.,  A  FLORIDA
                            CORPORATION,  AS  BORROWER

                            By:    /s/  Kyle  E.  Jones
                                   --------------------

                            Name:  Kyle  E.  Jones
                                   --------------------

                            Title: President/CEO
                                   -------------


                                        25
<PAGE>

                                     NOTE NO. 3
                                     ----------

                                CONVERTIBLE NOTE
                                ----------------


THIS  NOTE AND PREFERRED STOCK ISSUABLE UPON ANY CONVERSION HEREOF HAVE NOT BEEN
REGISTERED  UNDER  THE  SECURITIES  ACT  OF 1933, AS AMENDED (THE "ACT"), OR ANY
APPLICABLE STATE SECURITIES LAWS.  THIS NOTE AND THE PREFERRED STOCK ISSUED UPON
CONVERSION HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A
VIEW  TO  DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
OR  HYPOTHECATED  IN  THE  ABSENCE  OF  A  REGISTRATION STATEMENT IN EFFECT WITH
RESPECT  TO  THE NOTE OR SUCH PREFERRED STOCK UNDER SUCH ACT AND APPLICABLE LAWS
OR  SOME  OTHER  EXEMPTION  FROM  THE  REGISTRATION REQUIREMENTS OF SUCH ACT AND
APPLICABLE  LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE BORROWER THAT SUCH
REGISTRATION  IS  NOT  REQUIRED.



                                CONVERTIBLE NOTE
                                ----------------

$260,000.00
-----------
April 10,  2000
      --

     FOR  VALUE  RECEIVED,  the  undersigned,  EMAGISOFT  TECHNOLOGIES,  INC., a
Florida corporation (the "Borrower" or the "Company"), hereby promises to pay to
                          --------          -------
the  order  of  RICHARD  &  ALICIA  FROM  (together  with  his  heirs,  personal
                ------------------------
representatives,  successors and assigns, and any such bearer, being hereinafter
referred  to  collectively  as  "Holder"),  at such times and in such amounts as
                                 ------
described  herein  (the "Note"), the principal sum of TWO HUNDRED SIXTY THOUSAND
                         ----                         --------------------------
DOLLARS  ($260,000.00),  together  with  interest  thereon at the rate set forth
herein  (the  "Loan"); provided, however, that in lieu of repayment of the Loan,
               ----
and  in  full satisfaction as set forth in Section 2 hereof, Borrower may render
the  performance  described,  and otherwise satisfy the terms and conditions set
forth  in  Section 2 hereof, such that Borrower shall be deemed to have rendered
full  performance  of  its  obligations  hereunder  and  this  Note,  and  the
indebtedness  evidenced  hereby,  shall  thereupon be terminated, void and of no
further  force  or  effect upon a conversion of the indebtedness into Conversion
Securities,  as  defined,  and  as further described in Section 2.  Holder shall
advance  Borrower  the principal of such Loan in a single payment.  For purposes
of  this  Note,  "Borrower" shall mean all successors in interest and assignees,
including,  without  limitation,  pursuant  to  a  merger,  consolidation,
reorganization,  recapitalization  or  other  similar  restructuring  event
(collectively,  a  "Reorganization"), and all endorsers, sureties and guarantors
                    --------------
and  any  other  person  liable  or  to  become liable with respect to the Loan.

     1.     Interest  Rate.     Interest  shall  accrue  on  the  outstanding
            --------------
principal  balance  of  this  Note from and after the date hereof at the rate of
eight  percent  (8%) per annum, except upon default and then at a higher rate of
interest  as provided below, provided, however, that all outstanding accrued and
unpaid  interest shall be immediately due and payable upon the effective date of
conversion of this Note.  Interest shall be calculated on the basis of a 360-day
year,  and  shall  be charged on the principal outstanding from time to time for
the  actual  number  of  days  elapsed.

                                        26
<PAGE>

     2.     Payment  of  Principal  and  Interest;  Conversion  Option.
            ----------------------------------------------------------

          (a)     Payment  of  Principal  and  Interest.  Subject  to  Holder's
election  to convert the Indebtedness (defined below) evidenced hereby into such
number  of shares of Conversion Securities (defined below) as described below in
lieu  of  repayment  of the Indebtedness as provided in this Section 2, Borrower
shall  pay  the  entire  outstanding principal balance under this Note, together
with all accrued and unpaid interest thereon (collectively, the "Indebtedness"),
                                                                 ------------
at  anytime,  in the Borrower's sole discretion, on or before the earlier of (i)
one (1) year from the date hereof or (ii) thirty (30) days following the closing
of  the  first  firm  commitment,  underwritten public offering of the Company's
common  stock,  par  value $0.0001 per share (the "Common Stock") pursuant to an
                                                   ------------
effective  registration  statement  under the Securities Act of 1933, as amended
(the  "Act"),  raising gross proceeds to the Company of at least $15,000,000 (an
       ---
"IPO")  (in  either  case,  the "Maturity Date") (the entire term, from the date
 ---                             ---------------
hereof  until  maturity,  hereinafter referred to as the "Loan Term"); provided,
                                                          ---------
however,  that  at  any time prior to the earlier of (A) Borrower's repayment of
the  Indebtedness  or  (B)  the Maturity Date, if Holder so elects in accordance
with  subparagraph (c) below, the Borrower may satisfy its obligations hereunder
by  issuing  and  delivering  to  Holder such number of duly authorized, validly
issued,  fully  paid and non-assessable shares of Conversion Securities as shall
be  equal to the entire outstanding Indebtedness evidenced by this Note, divided
by  $3.60  (the  "Conversion  Formula").  For  the  purposes hereof, "Conversion
                  -------------------                                 ----------
Securities"  shall  mean  shares  of the Company's Series A preferred stock, par
----------
value  $0.0001  per  share  (the  "Preferred  Stock")  offered by the Company to
                                   ----------------
outside  investors  in  a  private  offering.

     (b)     Conversion.  Holder  shall, in Holder's sole discretion, at anytime
prior to the earlier of (i) Borrower's repayment of the Indebtedness or (ii) the
Maturity  Date,  have the right to convert the Indebtedness (in whole and not in
part)  evidenced hereby (the "Conversion Option") into such number of Conversion
                              -----------------
Securities  in  accordance  with  the Conversion Formula described above and the
conversion  procedure  described  below.

(c)     Conversion  Procedure.

     (i)     Before  Holder shall be entitled to exercise the Conversion Option,
Borrower  shall give to Holder any necessary subscription documents, including a
subscription  agreement,  accredited  investor  questionnaire  (in each case, if
any),  Investors  Rights  Agreement,  or other documents ("Conversion Securities
                                                           ---------------------
Documents").  If  at  anytime  following  the  date of receipt of any Conversion
---------
Securities  Documents,  but  prior to the earlier of (A) Borrower's repayment of
   -
the  Indebtedness  or  (B)  the  Maturity  Date,  Holder  intends  to accept the
Conversion  Option,  Holder  shall  provide  Borrower  with  written notice (the
"Holder  Notice")  by first class mail, postage prepaid, or by express overnight
      ---------
courier  indicating  Holder's  intent  to  accept  the  Conversion  Option.  For
purposes  hereof,  all  such  notices  and other written communications shall be
effective  (x)  if  mailed,  five (5) days after mailing, (y) if delivered, upon
delivery  and  (z)  if  sent  via  facsimile,  upon  confirmation  of  receipt.

     (ii)     If  Holder  informs  the Borrower that Holder elects not to accept
                                                                   ---
the  Conversion Option, the terms and provisions of the Note, and the rights and
responsibilities  thereunder,  shall  remain  in  full  force  and  effect.

     (iii)     If  Holder  elects to accept the Conversion Option, then together
with the delivery of the Holder Notice, or as soon as practicable after delivery
thereof  (and  in  any  event  prior  to  the  stated closing of the offering of
Conversion Securities, if any), Holder shall execute and deliver to Borrower any
necessary Conversion Securities Documents prepared by the Borrower in connection
with  the offering of such Conversion Securities.  Upon receipt of duly executed
Conversion  Securities  Documents (which, among other things, reaffirms Holder's
"accredited  investor"  status),  Borrower  shall  as  promptly  as  practicable
thereafter issue and deliver to Holder a certificate(s) for the number of shares
of  Conversion  Securities  to which Holder shall be entitled as aforesaid.  The
person(s)  entitled to receive the shares of Conversion Securities issuable upon
such  conversion  of  the  Note  shall be treated for all purposes as the record
holder  or  holders  of  such  shares of Conversion Securities as of the date of
Borrower's  acceptance  of  such conversion and subscription by its signature on
the  Conversion  Securities subscription agreement (if any, and if none, then as
Borrower  shall  otherwise  specify).

                                        27
<PAGE>

     (iv)     Mechanics  and  Effect  of  Conversion.  No  fractional  shares of
Conversion  Securities shall be issued upon conversion of this Note.  In lieu of
Borrower issuing any fractional shares to Holder upon conversion, Borrower shall
pay to Holder the amount of outstanding principal that is not so converted, such
payment  to  be  in  the  form  provided below.  Upon (or together with) noticed
conversion of this Note, Holder shall surrender this Note, duly endorsed, at the
principal office of Borrower, together with the Conversion Securities Documents,
as described above.  At its expense, as soon as practicable thereafter, Borrower
shall  issue  and deliver to Holder a certificate(s) for the number of shares of
such  Conversion  Securities  to  which  Holder  shall  be  entitled  upon  such
conversion  (bearing  such  legends as are required by the Conversion Securities
Documents  and  any applicable federal and state securities laws), together with
any  cash  in lieu of fractional shares or other securities or property to which
Holder  is  entitled  upon  conversion under the terms of this Note, including a
check  payable to Holder for any cash amounts due hereunder.  Upon conversion of
this  Note,  Borrower  shall  be  deemed  to  have  satisfied  and fully forever
discharged  all of its obligations hereunder, including, without limitation, the
obligation  of  repayment of the Indebtedness and this Note and all Indebtedness
evidenced  hereby  shall  immediately  be terminated and fully satisfied without
further  action  by  any  of  the  parties hereto and without further rights and
obligations  on  the  part  of  Borrower.

     (d)     Acknowledgement  by  Holder.  Holder hereby represents and warrants
to Borrower that Holder has sufficient knowledge and experience of financial and
business  matters  so  that  Holder  is able to evaluate the merits and risks of
purchasing  the  Note  and  Holder  has  had  substantial experience in previous
private  and public purchases of securities.  Holder is an "accredited investor"
as  that  term  is  defined  in  Rule  501  of  Regulation  D  under  the  Act.

     3.     Event  of  Default.
            ------------------

          Any of the following shall constitute an "Event of Default" under this
                                                    ----------------
Note,  and  shall  give  rise  to  the  remedies  provided  in Section 4 herein:

     (a)     The  failure  by  the  Borrower to pay or otherwise to satisfy when
due, as contemplated in Section 2, the Indebtedness or the Conversion Option, as
the  case  may  be;

     (b)     If  the  Borrower:  (i)  admits  in  writing  its  inability to pay
generally  its  debts  as  they  mature; (ii) makes a general assignment for the
benefit of creditors; (iii) is adjudicated a bankrupt or insolvent; (iv) files a
voluntary petition in bankruptcy; (v) takes advantage, as against its creditors,
of any bankruptcy law or statute of the United States of America or any state or
subdivision  thereof  now  or  hereafter  in  effect;  (vi)  has  a  petition or
proceeding  filed against it under any provision of any bankruptcy or insolvency
law  or  statute  of  the  United  States of America or any state or subdivision
thereof,  which  petition or proceeding is not dismissed within thirty (30) days
after  the  date  of the commencement thereof; (vii) has a receiver, liquidator,
trustee,  custodian, conservator, sequestrator or other such person appointed by
any  court  to  take  charge  of  its  affairs  or  assets  or business and such
appointment  is not vacated or discharged within thirty (30) days thereafter; or
(viii)  takes  any  action  in  furtherance  of  any  of  the  foregoing;  or

     (c)     Any  merger, liquidation, dissolution or winding up of the Borrower
or  its  business  or any sale of all or substantially all of Borrower's capital
stock  or  assets;  provided,  however,  the  merger  or sale of Borrower with a
successor  entity  that acknowledges and expressly assumes in writing Borrower's
obligations hereunder shall not be considered an "Event of Default" for purposes
hereof.

     4.     Remedies  on  Default.   If  any Event of Default shall occur and be
            ---------------------
continuing  for a period of fifteen (15) business days after notice from Holder,
Holder  shall,  in  addition to any and all other available rights and remedies,
have  the right, at Holder's option unless such Event of Default shall have been
cured  or  waived in writing by Holder (which waiver shall not be deemed to be a
waiver  of  a  subsequent default), to:  (a) declare the entire unpaid principal
balance  of  this  Note,  together with all interest accrued thereon at the rate
hereinbefore  specified  to the date of said Event of Default and, thereafter at
the  rate  of  fifteen percent (15%) per annum (or the maximum allowable by law)
and all other sums due by Borrower hereunder, to be immediately due and payable;
and  (b)  pursue  any  and  all  available  remedies  for the collection of such
principal  and  interest  to enforce its rights as described herein; and in such
case  Holder may also recover all costs of suit and other expenses in connection
therewith,  including reasonable attorney's fees for collection and the right to
equitable  relief  (including,  but  not  limited  to,  injunctions)  to enforce
Holder's  rights  as  set  forth  herein.

                                        28
<PAGE>

     5.     Certain  Waivers.  Except  as  otherwise  expressly provided in this
            ----------------
Note,  the  Borrower  hereby  waives diligence, demand, presentment for payment,
protest,  dishonor,  nonpayment  and  default  with  respect to the Indebtedness
evidenced  hereby.  The  Borrower hereby expressly agrees that this Note, or any
payment  hereunder, may be extended, modified or subordinated (by forbearance or
otherwise)  from time to time, without in any way affecting the liability of the
Borrower.

     6.     Waivers  and Amendments; Cumulative Remedies.  Neither any provision
            --------------------------------------------
of  this Note nor any performance hereunder may be amended or waived orally, but
only by an agreement in writing and signed by the party against whom enforcement
of  any waiver, change, modification or discharge is sought.  No right or remedy
conferred  upon  the  parties under this Note is intended to be exclusive of any
other  right  or  remedy  contained  herein  or  in  any  instrument or document
delivered  in  connection  herewith,  and  every  such  right or remedy shall be
cumulative  and  shall  be  in  addition  to  every  other  such right or remedy
contained  herein  and/or  now  or  hereafter  existing  at  law or in equity or
otherwise.

     7.     Governing  Law.  This  Note  shall  be  deemed to be a contract made
            --------------
under  the  laws of the State of Florida and shall be governed by, and construed
in  accordance  with, the laws of the State of Florida, without giving effect to
the  principles  of  conflicts  of  law.

     8.     Consent  to  Jurisdiction  and  Service of Process.  The Borrower by
            --------------------------------------------------
execution,  and Holder by acceptance, hereof each consent to the jurisdiction of
any  federal  district  court  in  the  State  of  Florida  having  competent
jurisdiction.  The Borrower waives personal service of any summons, complaint or
other  process  in connection with any such action or proceeding and agrees that
service thereof may be made, as the Holder may elect, by certified mail directed
to  the  Borrower  at the location provided for in Section 10 hereof, or, in the
alternative,  in  any  other  form  or  manner  permitted  by  law.

9.     Additional  Documents.  From time to time Holder will execute and deliver
       ---------------------
to  Borrower  such  additional instruments as Borrower may reasonably request to
effectuate  the  purposes  of  this  Note.

     10.     Notices.  All  notices  and  other  communications  required  or
             -------
permitted  hereunder  shall  be  in writing and shall be mailed by United States
first-class  mail,  postage  prepaid,  or  delivered  personally  by  hand or by
nationally  recognized  overnight  courier  or  sent via facsimile addressed to:

                            If  to  Borrower:

                               Emagisoft  Technologies,  Inc.
                               405  Central  Avenue
                               Second  Floor
                               St.  Petersburg,  Florida  33701
                               Attn:  Kyle  E.  Jones,  President
                               Facsimile:  (727)  822-7858

                            If  to  Holder:

                               Richard  &  Alicia  From
                               ------------------------
                               5413  Sandpiper  Court
                               ----------------------
                               Rocklin,  CA  95765
                               -------------------
                               Facsimile:  (916)  772-8118
                                           ---------------

or  at  such  other  address  as shall have been furnished to the other party in
writing.  All  such  notices and other written communications shall be effective
(i)  if  mailed,  five (5) days after mailing, (ii) if delivered, upon delivery,
and  (iii)  if  sent  via  facsimile,  upon  confirmation  of  receipt.

     11.     Wiring  Instructions.  Any amount wired to Borrower hereunder shall
             --------------------
be  wired  in  accordance  with  the  following  wiring  instructions:

          Bank  Name:          Nations  Bank  -  Bank  of  America
          Account  Name:       Emagisoft  Technologies,  Inc.
          Account  Number:     xxxxxxxxxxxx
          Routing  number:     xxxxxxxxxxxx

                                        29
<PAGE>

     12.     Severability.  If  any  provision  of  this  Note  is prohibited or
             ------------
unenforceable  in any jurisdiction, it shall be ineffective in such jurisdiction
only to the extent of such prohibition or unenforceability, and such prohibition
or  unenforceability  shall  not invalidate the balance of such provision to the
extent  it  is  not  prohibited  or  unenforceable  nor the remaining provisions
hereof,  nor  render  unenforceable  such  provision  in any other jurisdiction.
13.     Assignment.  This  Note  shall  inure  to  the  benefit of, and shall be
        ----------
binding  upon, Borrower and Holder and their respective successors and permitted
assigns.  Neither  party  hereto  may  assign  any  of its rights or obligations
hereunder  without  the  prior  written  consent  of  the  other  party.
     14.     Treatment  of  this  Note.  To  the  extent  permitted by generally
             -------------------------
accepted accounting principles, Borrower will treat, account and report the Note
as  debt  and not equity for accounting purposes and with respect to any returns
filed  with  federal,  state  or  local  tax  authorities.
     15.     Facsimile.  Any  facsimile  signature  of  any  party  hereto shall
             ---------
constitute  a  legal,  valid  and  binding  execution  hereby  by  such  party.
     16.     No  Stockholder  Rights.  Nothing  contained  in this Note shall be
             -----------------------
construed  as conferring upon Holder or any other person the right to vote or to
consent  or  to  receive  notice  as  a  stockholder  in  respect  of meeting of
stockholders  for  the election of directors of Borrower or any other matters or
any rights whatsoever as a stockholder of Borrower; and no dividends or interest
shall  be payable or accrued in respect of this Note or the interest represented
hereby  or the Conversion Securities obtainable hereunder until, and only to the
extent  that,  this  Note  shall  have  been  converted.
     17.     Jury  Trial.  Borrower,  by  execution,  and  Holder by acceptance,
             -----------
hereof  hereby  waive all right to a trial by jury in any litigation relating to
this  Note  and  each  document  incident  thereto.
     IN WITNESS WHEREOF, the undersigned has executed and delivered this Note on
and  as  of  the  date  first  set  forth  above.

                            EMAGISOFT  TECHNOLOGIES  INC.,  A  FLORIDA
                            CORPORATION,  AS  BORROWER

                            By:    /s/  Kyle  E.  Jones
                            --------------------------------------

                            Name:  Kyle  E.  Jones
                                   -------------------------------
                            Title: President/CEO
                                   -------------------------------

                                        30
<PAGE>
                                                               EXHIBIT NO.  10.5

                        EMAGISOFT  TECHNOLOGIES,  INC.
                     1999  EMPLOYEE  STOCK  OPTION  PLAN


1.     PURPOSES.

     The  purpose of the Emagisoft Technologies, Inc. 1999 Employee Stock Option
Plan  (the  "Plan")  is to foster and promote the long-term financial success of
the  Company  and  materially   increase  shareholder  value  by  (a) motivating
                                                                   -
superior  performance  by  means  of  performance-related  incentives,  (b)
                                                                         -
encouraging  and  providing  for the acquisition of an ownership interest in the
Company  by  Employees  and  (c)  enabling the Company to attract and retain the
                              -
ser-vices  of  an  outstanding management team upon whose judgment, interest and
special  effort  the  successful conduct of its operations is largely dependent.

2.     DEFINITIONS.

(a)     Certain  Definitions.  Capitalized  terms used herein without definition
        --------------------
shall  have  the  respective  meanings  set  forth  below:

"Act"  means  the  Securities  Exchange  Act  of  1934,  as  amended.
 ---

"Board"  means  the  Board  of  Directors  of  the  Company.
 -----

"Cause"  means  (i)  the  willful  failure by the Participant (other than due to
 -----           -
physical  or  mental illness) to perform substantially his duties as an employee
of  the  Company or any Subsidiary after reasonable notice to the Participant of
such  failure,  (ii)  the  Participant's  engaging in serious misconduct that is
injurious  to the Company or any Subsidiary, (iii) the Participant's having been
convicted  of,  or  entered a plea of guilty or nolo contendere to, a crime that
constitutes  a  felony  or  a  misdemeanor  if  such  misdemeanor involves moral
turpitude  or  affects  the  Company or any Subsidiary or (iv) the breach by the
Participant  of  any  written  covenant  or  agreement  with  the Company or any
Subsidiary  not  to  disclose  any  information pertaining to the Company or any
Subsidiary  or  not  to compete or interfere with the Company or any Subsidiary.

"Change  in  Control"  means the occurrence of any of the following events:
 -------------------

(i)     the  members  of  the  Board  at  the  beginning  of  any  consecutive
twenty-four  calendar  month  period  (the  "Incumbent Directors") cease for any
                                             -------------------
reason  to  constitute at least a majority of the members of the Board, provided
that  any  director  whose election, or nomination for election by the Company's
stockholders,  was  approved  by a vote of at least a majority of the members of
the Board then still in office who were members of the Board at the beginning of
such  twenty-four  calendar  month  period  other  than  as  a result of a proxy
contest,  or any agreement arising out of an actual or threatened proxy contest,
shall  be  treated  as  an  Incumbent  Director;  or

(ii)     any  "person,"  including a "group" (as such terms are used in Sections
13(d)  and 14(d)(2) of the Act, but excluding the Company, any Subsidiary or any
employee  benefit  plan  of  the  Company  or  any  Subsidiary is or becomes the
"beneficial  owner"  (as  defined  in  Rule 13(d)(3) under the Act), directly or
indirectly,  of  securities  of  the  Company  representing  20%  or more of the
combined  voting  power  of  the  Company's  then  outstanding  securities;  or

(iii)     the  stockholders  of the Company shall approve a definitive agreement
(A)  for  the  merger  or other business combination of the Company with or into
 -
another  corporation, a majority of the directors of which were not directors of
the  Company  immediately  prior to the merger and in which the stock-holders of
the  Company  immediately  prior  to  the  effective  date  of such merger own a
percentage of the voting power in such corporation that is less than one-half of
the  percentage  of the voting power they owned in the Company immediately prior
to  such  transaction  or  (B)  for  the  sale  or  other  disposition of all or
                            -
substantially all of the assets of the Company to any other entity; provided, in
                                                                    --------
each  case,  that  such  transaction  shall  have  been  consummated;  or

                                        31
<PAGE>

(iv)     the  purchase of Stock pursuant to any tender or exchange offer made by
any  "person," including a "group" (as such terms are used in Sections 13(d) and
14(d)(2)  of  the  Act),  other than the Company, any Subsidiary, or an employee
benefit  plan  of the Company or any Subsidiary, for 20% or more of the Stock of
the  Company.

Notwithstanding  the  foregoing,  a  "Change  in Control" shall not be deemed to
occur  in  the  event  the  Company  files  for  bankruptcy,  liquidation  or
reorganization  under  the  United  States  Bankruptcy  Code.

"Change  in Control Price" means the highest price per share of Stock offered in
 ------------------------
conjunction with any transaction resulting in a Change in Control (as determined
in good faith by the Committee if any part of the offered price is payable other
than  in cash) or, in the case of a Change in Control occurring solely by reason
of  a  change  in the composition of the Board, the highest Fair Market Value of
the  Stock on any of the 30 trading days immediately preceding the date on which
a  Change  in  Control  occurs.

"Code"  means  the  Internal  Revenue  Code  of  1986,  as  amended.
 ----

"Committee"  means  the  Compensation  Commit-tee  of  the  Board  or such other
 ---------
committee  as  the  Board may from time to time designate to administer the Plan
(or  in the absence of any such designation, the Board), provided that following
the  Merger  or an IPO, any such committee shall consist of two or more members,
each  of  whom  shall  be  a  "Non-Employee Director" within the meaning of Rule
16b-3,  as  promulgated  under  the  Act.

"Company"  means  Emagisoft  Technologies,  Inc., a Florida corporation, and any
 -------
successor  thereto.

"Disability" means, unless otherwise determined by the Committee with respect to
 ----------
a  particular  Option,  disability  of the Participant within the meaning of any
long-term  disability  plan  maintained  by  the  Company.

"Employee"  means  any  employee  of  the  Company  or  any  Subsidiary.
 --------

"Fair  Market  Value"  means, on any date, (i) prior to the Merger or an IPO, as
 -------------------                        -
determined  and established by the Committee based on such relevant facts, which
may  include opinions of "independent experts," or annual appraisals of the fair
market  value  of  the  Company  as  may be available to the Committee, and (ii)
following  the  Merger  or  an IPO, the closing price of the Stock on a national
securities  exchange -(or on such other recognized quotation system on which the
trading  prices  of  the  Stock  are  quoted at the relevant time) on such date,
provided that in the event that there are no Stock transactions reported on such
exchange  (or  such other system) on such date, Fair Market Value shall mean the
closing  price  on  the  immediately pre-ceding date on which Stock transactions
were  so  reported.

"IPO"  means  an  initial  public  offering  of  the  Company's  Stock.
 ---

"Merger"  means the merger transaction pursuant to which the Corporation will be
 ------
merged  with  and  into  Manatee  American  Financial  Corporation,  a  Florida
corporation,  in  accordance  with  a  Plan  of  Merger  adopted by the Board of
Directors  and  Stockholders  of  the  Corporation.

"Option"  means  the  right  to purchase Stock at a stated price for a specified
 ------
period  of  time.  For  purposes  of  the  Plan,  an Option may be either (i) an

"Incentive  Stock Option" (ISO) within the meaning of Section 422 of the Code or
 -----------------------
(ii)  a  "Non--statutory  Stock  Option"  (NSO).  Unless  the  Committee  shall
 --
otherwise  specify at the time of grant, any Option granted hereunder shall be a
Non-statutory  Stock  Option.

"Participant"  means  any  Employee  designated  by  the Committee to receive an
 -----------
Option  under  the  Plan.

                                        32
<PAGE>

"Retirement"  means  termination  of  a Participant's employment on or after the
 ----------
normal  retirement date or, with the Committee's approval, on or after any early
retirement date established under any retirement plan maintained by the Company,
or  any  Subsidiary  in  which  the  Participant  participates.

"Stock"  means the [Class A] common stock of the Company, par value [$.0001] per
 -----
share.

"Subsidiary"  means  any  corporation  in  which  the  Company owns, directly or
 ----------
indirectly,  stock  representing  50% or more of the voting power of all classes
of  stock  entitled  to  vote and any other business organization, regardless of
form,  in  which the Company possesses directly or indirectly 50% or more of the
total  combined  equity  interests  in  such  organization.

(b)     Gender  and  Number.  Except  when  otherwise  indicated by the context,
        -------------------
words  in  the  masculine  gender  used  in  the Plan shall include the feminine
gender,  the singular shall include the plural, and the plural shall include the
singular.

3.     POWERS  OF  THE  COMMITTEE

The  Committee  shall  be  responsible  for  the  administration  of  the  Plan,
including, without limitation, determining which Employees receive Options, what
kind  of  Options  are granted under the Plan and for what number of shares, and
the  other  terms  and  conditions  of  each  such  Option.  The  Committee  may
establish  different  terms  and  conditions for different types of Options, for
different  Participants  receiving  the  same  type  of  Option and for the same
Participant  for  each  Option  such  Participant  may  receive,  whether or not
granted  at  different  times.  The  Committee  shall have the responsibility of
construing and interpreting the Plan and of establishing and amending such rules
and  regulations,  as  it  may  deem  necessary  or  desirable  for  the  proper
administration  of the Plan.  Any decision or action taken or to be taken by the
Committee,  arising  out  of  or  in  connection  with  the  construction,
administration,  interpretation  and  effect  of  the  Plan and of its rules and
regulations,  shall,  to  the  maximum  extent  permitted  by applicable law, be
within  its  absolute  discretion  (except  as  otherwise specifically pro-vided
herein)  and  shall be conclusive and binding upon the Company, all Participants
and  any  person  claiming  under  or  through  any  Participant.

4.     STOCK  SUBJECT  TO  PLAN

(a)     Number.  Subject  to  the provisions of Section 4(b) and (c), the number
        ------
of  shares  of  Stock  subject  to Options under the Plan may not exceed 500,000
shares  of  Stock,  plus any shares which, after the effective date of the Plan,
become  available  for  Options  under this Plan in accordance with Section 4(b)
below.  Without  limiting  the  generality of the foregoing, whenever shares are
received  by  the  Company in connection with the exercise of any Option granted
under  the  Plan, only the net number of shares actually issued shall be counted
against  the  foregoing  limit.  The  shares  to be delivered under the Plan may
consist, in whole or in part, of treasury Stock or authorized but unissued Stock
not  reserved  for  any  other  purpose.

(b)     Canceled, Terminated, or Forfeited Options.  Any shares of Stock subject
        ------------------------------------------
to  any Option granted hereunder which for any reason is canceled, terminated or
otherwise  settled  without  the  issuance  of  any Stock shall be available for
further  Options  under  the  Plan.

(c)     Adjustment  in  Capitalization.  In  the  event of any Stock dividend or
        ------------------------------
Stock  split,  re-capitalization  (including, without limitation, the payment of
an  extraordinary  cash dividend), merger, consolidation, combination, spin-off,
distribution  of  assets  to  stockholders, exchange of shares, or other similar
corporate  change  or  other  similar  event that affects the Stock such that an
adjustment  is  required to preserve, or to prevent enlargement of, the benefits
or  potential benefits made available under this Plan, then the Committee shall,
in  such  manner as the Committee shall deem equitable, adjust any or all of (i)
                                                                              --
the  number  and  kind of shares which thereafter may be optioned and sold under
the Plan (including, without termination, adjusting the limits on the number and
types  of Options that may be made under the Plan), (ii) the number and kinds of
                                                     --
shares  subject to outstanding Options and (iii) the exercise price with respect
                                            ---
to any of the foregoing.  Additionally, the Committee may make pro-visions for a
cash  payment  to  a  Participant  or  a  person  who has an outstanding Option.
However,  the  number  of  shares  subject to any Option shall always be a whole
number.

                                       33
<PAGE>

5.     STOCK  OPTIONS

     (a)     Grant  of  Options.  Options may be granted to Participants at such
             ------------------
time  or  times as shall be deter-mined by the Committee.  Options granted under
the  Plan  may  be  of  two  types:  (i)  Incentive  Stock  Options  and  (ii)
                                      -                                    --
Non-statutory  Stock  Options, provided that no  Incentive Stock Option shall be
                               --------
granted  to  any  Employee  who  is not eligible to receive such an Option under
Section  422  of  the  Code and the regulations thereunder.  The Committee shall
have  complete  discretion  in deter-mining the number of Options, if any, to be
granted  to  a  Participant.  Without limiting the foregoing, the Commit-tee may
grant  Options  containing  provisions for the issuance to the Participant, upon
exercise  of  such  Option  and  payment  of  the  exercise  price therefor with
previously  owned  shares  of  Stock,  of an additional Option for the number of
shares  so  delivered.  Each  Option  shall  be evidenced by an Option agreement
that  shall specify the type of Option granted, the exercise price, the duration
of  the Option,  the number of shares of Stock to which the Option pertains, and
such other terms and conditions not inconsistent with the  Plan as the Committee
shall  determine.

(b)     Option  Price.  Unless otherwise determined by the Committee at the time
        -------------
of  grant,  Options  granted  pursuant  to the Plan shall have an exercise price
which is not less than the Fair Market Value of a share of Stock on the date the
Option  is  granted.

(c)     Exercise  of  Options.  Options  awarded  under  the  Plan  shall  be
        ---------------------
exercisable  at  such  times  and  shall  be  subject  to  such restrictions and
conditions  including  the  performance  of  a  minimum period of service or the
satisfaction  of  performance  goals, as the Commit-tee may impose, either at or
after  the  time  of  grant  of  such  Options; provided that no Option shall be
                                                -------------
exercisable  for  more  than 10 years after the date on which it is granted.  No
Option shall be exercisable, and shall be deemed terminated and cancelled, if it
is  not  exercised  during  the  periods  set forth in this Plan and the Option.

(d)     Payment.   The  Committee  shall  establish  procedures  governing  the
        -------
exercise  of  Options.  No shares shall be delivered pursuant to any exercise of
an  Option  unless  arrangements satisfactory to the Committee have been made to
assure  full  payment  of  the  option  price  therefor.  Without  limiting  the
generality  of  the  foregoing,  the  Committee  may  provide, on such terms and
conditions  as  the Committee determines appropriate, that payment of the option
price  may  be made (i) in cash or its equivalent,  (ii) by exchanging shares of
                     -                               --
Stock  owned  by  the optionee (which are not the subject of any pledge or other
security  interest),  (iii) through an arrangement with a broker approved by the
                       ---
Company  whereby payment of the exercise price is accomplished with the proceeds
of the sale of Stock or (iv) by any combination of the fore-going, provided that
                         --                                        -------------
the  combined  value  of  all cash and cash equivalents paid and the Fair Market
Value  of  any  such  Stock so tendered to the Company, valued as of the date of
such  tender,  is  at  least  equal  to  such  option  price.

(e)     Termination  of  Employment  Due  to  Death,  Disability  or Retirement.
        -----------------------------------------------------------------------
Unless  otherwise determined by the Committee at the time of grant, in the event
a  Participant's  employment  terminates  by  reason  of  death,  Disability  or
Retirement, any Options granted to such Participant which are exercisable at the
date  of his or her death, Disability or Retirement may be exercised at any time
prior  to the earlier of the expiration of the term of the Options or within six
(6) months (or such other period as the Committee shall determine at the time of
grant)  following the Participant's termination of employment.  Unless otherwise
determined  by  the  Committee at the time of grant, any Options, which have not
become exercisable in accordance with the terms thereof, shall be cancelled upon
the  Participant's  termination  of  employment.

(f)     Termination  of  Employment  for  Any  Other  Reason.  Unless  otherwise
        ----------------------------------------------------
determined  by  the  Committee  at  or after the time of grant, in the event the
employment  of  the  Participant shall terminate for any reason other than those
described  in  Section  5(e),  any Options granted to such Participant which are
exercisable  at the date of the Participant's termination of employment shall be
exercisable  at  any  time prior to the earlier of the expiration of the term of
the  Options  or  within  six  (6) months (or such other period as the Committee
shall determine at the time of grant) following the Participant's termination of
employment (any Options which have not become exercisable in accordance with the
terms  thereof  shall  be  cancelled  upon  the  Participant's  termination  of
employment);  provided  that,  if  a  Participant's employment is terminated for
              --------------
                                       34
<PAGE>

Cause,  all  Options  granted  to such  Participant which are exercisable at the
date  of the Participant's termination of employment shall be exercisable at any
time prior to the earlier of the expiration of the term of the Options or within
sixty  (60)  days  (or such other period as the Committee shall determine at the
time  of  grant)  following  the  Participant's  termination  of employment (any
Options  which  have not become exercisable in accordance with the terms thereof
shall  be  cancelled  upon  the  Participant's  termination  of  employment).

(g)     Incentive  Stock  Options.  Notwithstanding  anything in the Plan to the
        -------------------------
contrary,  no  term  of  this  Plan relating to Incentive Stock Options shall be
interpreted,  amended  or altered, nor shall any discretion or authority granted
under  the  Plan be so exercised, so as to disqualify the Plan under Section 422
of  the  Code.

(h)     Buyout.  The  Committee  may  at  any  time  offer  to buy out an Option
        ------
previously  granted for a payment in cash, based on such terms and conditions as
the  Committee  shall establish and communicate to the optionee at the time that
such  offer  is  made.

6.     CHANGE  IN  CONTROL

     (a)     Accelerated  Vesting  and  Payment.  Subject  to  the provisions of
             ----------------------------------
Section  6(b)  below, in the event of a Change in Control, each Option shall be,
at  the  discretion of the Committee, either canceled in ex-change for a payment
in cash of an amount equal to the excess, if any, of the Change in Control Price
over  the exercise price for such Option, or fully exercisable regardless of the
exercise  schedule  otherwise  applicable  to  such  Option.

(b)     Alternative  Options.  Notwithstanding  Section  6(a),  no cancellation,
        --------------------
acceleration  of exercisability, vesting, cash settlement or other payment shall
occur  with respect to any Option if the Committee reasonably determines in good
faith  prior  to the occurrence of a Change in Control that such Option shall be
honored  or  assumed,  or new rights substituted therefor (such honored, assumed
or  substituted  option  hereinafter  called  an  "Alternative  Option"),  by  a
Participant's  employer  (or  the  parent  or  a  Subsidiary  of  such employer)
immediately  following the Change in Control, provided that any such Alternative
Option  must:

     (i)     provide  such  Participant  (or  each  Participant  in  a  class of
Participants) with rights and entitlements substantially equivalent to or better
than  the  rights, terms and conditions applicable under such Option, including,
but  not  limited  to,  an  identical or better exercise or vesting schedule and
identical  or  better  timing  and  methods  of  payment;

     (ii)     have  substantially  equivalent  economic  value  to  such  Option
(determined  at  the  time  of  the  Change  in  Control);

     (iii)     have  terms  and  conditions which provide that in the event that
the  Participant's  employment  is  involuntarily  terminated  or constructively
terminated,  any conditions on a Participant's rights under, or any restrictions
on  transfer  or  exercisability  applicable  to, each  such  Alternative Option
shall  be  waived  or  shall  lapse,  as  the  case  may  be.

For  this  purpose,  a  constructive  termination  shall mean a termination by a
Participant  following  a material reduction in the Participant's base salary or
a     Participant's  incentive  compensation opportunity or a material reduction
in  the     Participant's  responsibilities,  in  any  such  case  without  the
Participant's  written     consent.

7.     AMENDMENT,  MODIFICATION,  AND  TERMINATION  OF  PLAN

The  Board  at any time may terminate or suspend the Plan, and from time to time
may  amend  or  modify  the  Plan,  except  that  no amendment, modification, or
                                    ------------
termination  of  the  Plan  shall  in  any  manner  adversely  affect any Option
theretofore  granted  under  the Plan, without the consent of the Participant to
whom  such Option was granted.  Notwithstanding the foregoing, the Board may not
increase  the  total  number  of  shares  of  Stock  subject to the Plan without
shareholder  approval  (except  pursuant  to  Section  4(c)).

                                       35
<PAGE>

8.     MISCELLANEOUS  PROVISIONS

(a)     Non-transferability  of  Options.  Unless the Committee shall permit (on
        --------------------------------
such  terms and conditions as it shall establish) an Option to be transferred to
a  member of the Participant's immediate family or to a trust or similar vehicle
for  the  benefit of such immediate family members (collectively, the "Permitted
Transferees"),  no  Option shall be assignable or transferable except by will or
the  laws of descent and distribution, and except to the extent required by law,
no right or interest of any Participant shall be subject to any lien, obligation
or  liability of the Participant.  All rights with respect to Options granted to
a  Participant  under the Plan shall be exercisable during his life-time only by
such  Participant or, if applicable, the Permitted Transferees.  The rights of a
Permitted Transferee shall be limited to the rights conveyed to such Transferee,
who  shall  be  subject to and bound by the terms of the agreement or agreements
between  the  Participant  and  the  Company.

(b)     Beneficiary Designation.  Each  Participant under the Plan may from time
        -----------------------
to  time name any beneficiary or beneficiaries (who may be named contingently or
successively)  to  whom  any benefit under the Plan is to be paid or by whom any
right  under the Plan is to be exercised in case of his death.  Each designation
will  revoke  all prior designations by the same Participant, shall be in a form
prescribed  by  the  Committee,  and  will  be  effective only when filed by the
Participant  in writing with the Commit-tee during his lifetime.  In the absence
of  any  such  designation, benefits remaining unpaid at the Participant's death
shall  be paid to or exercised by the Participant's surviving spouse, if any, or
otherwise  to  or  by  his  or  her  estate.

(c)     No Guarantee of Employment or Participation.  Nothing  in the Plan shall
        --------------------------------------------
interfere  with  or limit in any way the right of the Company, or any Subsidiary
to  terminate  any Participant's  employment at any time, nor to confer upon any
Participant  any  right  to  continue  in  the  employ  of  the  Company, or any
Subsidiary.  No  Employee  shall  have  a right to be selected as a Participant,
or,  having  been  so  selected,  to  receive  any  future  Options.

(d)     Tax  Withholding.  The  Company  shall have the right to deduct from all
        ----------------
amounts paid to a Participant in cash (whether under this Plan or otherwise) any
taxes  required by law to be withheld in respect of Options under this Plan.  No
shares  shall  be  issued  pursuant  to any Option unless and until arrangements
satisfactory  to  the  Committee shall have been made to satisfy any withholding
tax  obligations  applicable  with respect to such Option.  Without limiting the
generality  of the foregoing, the Company shall have the right to retain, or the
Committee  may,  subject  to  such terms and conditions as it may establish from
time  to  time,  permit  Participants to elect to tender, Stock (including Stock
issuable  in  respect  of an Option) to satisfy, in whole or in part, the amount
required  to  be  withheld.

(e)     Compliance  with  Legal  and  Exchange  Requirements.   The  Plan,  the
        -----------------------------------------------------
granting  and exercising of Options thereunder, and the other obligations of the
Company  under  the  Plan,  shall be subject to all applicable Federal and State
laws,  rules,  and  regulations,  and  to  such  approvals  by any regulatory or
governmental  agency  as  may  be required.  The Company, in its discretion, may
postpone  the  granting  and  exercising of Options, the issuance or delivery of
Stock  under  any  Option or any other action permitted under the Plan to permit
the  Company, with reasonable diligence, to complete such stock exchange listing
or  registration  or  qualification of such Stock or other required action under
any  Federal  or  State law, rule, or regulation and may require any Participant
to  make  such  representations  and furnish such information as it may consider
appropriate  in  connection with the issuance or delivery of Stock in compliance
with  applicable  laws,  rules,  and  regulations.  The  Company  shall  not  be
obligated  by  virtue  of any provision of the Plan to recognize the exercise of
any  Option  or  to otherwise sell or issue Stock in violation of any such laws,
rules,  or regulations; and any postponement of the exercise of any Option under
this  provision  shall  not  extend  the  term  of such Options, and neither the
Company  nor  its  directors  or officers shall have any obligation or liability
to  the  Participant  with respect to any Option (or Stock issuable there-under)
that  shall  lapse  because  of  such  postponement.

(f)     Indemnification.  Each  person who is or shall have been a member of the
        ---------------
Committee  or of the Board shall be indemnified and held harmless by the Company
against  and from any loss, cost, liability, or expense that may be imposed upon
or  reasonably  incurred  by him in connection with or resulting from any claim,
action,  suit, or  proceeding to which he may be made a party or in which he may
be  involved  by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him in settlement thereof, with the
Company's  approval,  or paid by him in satisfaction of any judgment in any such
action,  suit,  or proceeding against him, provided he shall give the Company an
opportunity,  at  its  own  expense,  to  handle  and  defend the same before he
undertakes  to  handle  and defend it on his own behalf.  The foregoing right of
indemnification  shall  not  be  exclusive and shall be independent of any other
rights  of  indemnification  to  which  such  persons  may be entitled under the
Company's  Articles  of  Incorporation  or By-laws, by con-tract, as a matter of
law,  or  otherwise.

                                       36
<PAGE>

(g)     Effective  Date.  Subject  to  the  approval  of the shareholders of the
        ---------------
Company,  the  Plan  shall  be  effective on January 3, 2000.  No Options may be
granted  under  the  Plan  after  January  3,  2010.

(h)     No  Limitation  on Compensation.  Nothing in the Plan shall be construed
        -------------------------------
to  limit  the  right  of  the  Company  to  establish  other  plans  or  to pay
compensation  to  its  employees,  in  cash or property, in a manner that is not
expressly  authorized  under  the  Plan.

(i)     Deferrals.  The  Committee  may  postpone the exercising of Options, the
        ---------
issuance or delivery of Stock under any Option or any action permitted under the
Plan to prevent the Company or any Subsidiary from being denied a Federal income
tax  deduction  with respect to any Option other than an Incentive Stock Option.

(j)     Governing  Law.  The Plan shall be construed in accordance with and
        --------------
governed by the laws of the State of Florida, without reference to principles of
conflict  of  laws  which  would  require  application  of  the  law  of another
jurisdiction,  except  to  the  extent  that  the  corporate law of the State of
[Delaware]  specifically  and  mandatorily  applies.

(k)     No  Impact  On Benefits.  Except as may otherwise be specifically stated
        -----------------------
under  any  employee  benefit  plan,  policy  or  program,  no amount payable in
respect  of  any  Option  shall  be  treated  as  compensation  for  purposes of
calculating  an  Employee's  right  under  any  such  plan,  policy  or program.

(l)     No  Constraint  on  Corporate  Action.  Nothing  in  this  Plan shall be
        -------------------------------------
construed  (i) to limit, impair or otherwise affect the Company's right or power
            -
to  make  adjustments,  reclassifications,  reorganizations  or  changes  of its
capital  or  business  structure,  or  to  merge  or  consolidate,  or dissolve,
liquidate,  sell,  or transfer all or any part of its business or assets or (ii)
                                                                             --
except  as provided in Section 7, to limit the right or power of the Company, or
any  Subsidiary  to  take  any action which such entity deems to be necessary or
appropriate.







                                       37
<PAGE>
                                                                    EXHIBIT 10.6


                             CONSENT TO ACTION TAKEN

                            BY THE SOLE DIRECTOR AND

                               THE SHAREHOLDERS OF

                          EMAGISOFT TECHNOLOGIES, INC.


The  undersigned,  being the sole director, and the holders of a majority of the
issued and outstanding shares of capital stock, of EMAGISOFT TECHNOLOGIES, INC.,
a  Florida  corporation  (the  "Corporation"),  hereby consent in writing to the
corporate  actions  specified  below  and  adopt  and  approve  the  following
resolutions  pursuant  to  Sections  607.0704  and  607.0821,  Florida Statutes:

BE  IT  RESOLVED:

Technologies,  Inc.  Employee  Stock  Option  Plan  substantially  in  the  form
presented  to  the  stockholders

1.     That  the  stockholders hereby authorize, approve and adopt the Emagisoft
and  attached  hereto  as  Exhibit  "A"  to  these  resolutions.

2.     That  the  appropriate  officers  of the Corporation be, and each of them
hereby is, authorized and empowered on behalf of the Corporation to pay any fees
and  expenses  and  to  do  such  other  acts  and things as may be necessary or
appropriate to carry out the intent and accomplish the purposes of the foregoing
resolutions  and  the  transactions  contemplated  thereby.

IN WITNESS WHEREOF, the undersigned, being the sole director, and the holders of
a  majority  of  the  issued  and  outstanding  shares  of capital stock, of the
Corporation,  hereby  authorize the above corporate action and adopt and approve
the  above  resolutions  on  the  3rd  day  of  January,  2000.
                                  ---


     THE  BETTERMENT  TRUST

   BY: /s/  Kyle  E.  Jones                 BY:    /s/  Kyle  E.  Jones
----------------------------------      ----------------------------------
KYLE  E.  JONES                         KYLE  E.  JONES,  TRUSTEE
Director                                5,582,260  shares  of  common  stock

  By:   /s/  William  H.  Egge  IV         By:    /s/  Roger  Tichenor
----------------------------------      ----------------------------------
WILLIAM  H.  EGGE  IV                   ROGER  TICHENOR
477,680  shares  of  common  stock      595,530  shares of common stock

 By:   /s/  Peter  VanSon
----------------------------------
PETER  VANSON
268,460  shares  of  common  stock

The issued and outstanding shares of capital stock of the Corporation consist of
13,174,000  shares  of  common  stock.


                                       38