Exhibit 10.16

                              EMPLOYMENT AGREEMENT


THIS  AGREEMENT is made and entered into as of this 15th day of June 2001 by and
between HERC Products Inc., a Delaware  corporation (the  "Corporation")  and S.
STEVEN CARL ("Executive").

A.   The Corporation has employed Executive as its President and Chief Executive
     Officer and wishes to continue to employ Executive in such capacities.

B.   Executive  is willing to be  employed by the  Corporation  on the terms and
     conditions set forth below.

The Corporation and Executive agree as follows:

1.   EMPLOYMENT.

     (a)  The  Corporation  will employ  Executive  as its  President  and Chief
          Executive Officer. Executive will also serve in such other capacities,
          as the Board of Directors of the  Corporation  shall  reasonably  deem
          necessary.  Executive  will  perform such duties as may be required of
          him by the Corporation under and subject to the instruction, direction
          and control of the Board of Directors of the Corporation.

     (b)  The  Corporation  will use its best  efforts to elect  Executive  as a
          director of the Corporation during the term of this Agreement.

2.   DEVOTION TO EMPLOYMENT.

     Executive  accepts  employment  with  the  Corporation  on  the  terms  and
     conditions of this Agreement,  and will devote all of his business time and
     effort to perform his duties on behalf of the  Corporation  in his position
     as set forth in Section 1, provided,  however, that nothing herein shall be
     construed  to  prevent  Executive  from  making  and  supervising  personal
     investments.  During  the term of this  Agreement,  Executive  shall not be
     actively  engaged  in any other  business  activity  which  will in any way
     impair his ability to properly meet his  obligations to the  Corporation or
     represent any activity  competitive  with the Corporation or detrimental to
     its  business.  Executive  agrees to comply with the  reasonable  policies,
     standards and regulations of the Corporation from time to time established.

3.   COMPENSATION AND BENEFITS.

     The Corporation  agrees to pay Executive  compensation  for his services as
     follows:

     3.1  BASE SALARY.

          The Corporation  will pay Executive an annual base salary,  subject to
          withholding taxes and other normal payroll deductions,  at the rate of
          $145,000 per year for the term of this agreement.

     3.2  BONUSES.

          In addition to  Executive's  salary,  Executive  shall be paid a bonus
          equal to the percentage  specified below of the  Corporation's  annual
          EBITDA,   not  including   extraordinary   accounting  events  or  any
          accounting  impact from  discontinued  operations,  during each of the
          periods specified below during which this Agreement is in effect.  Any
          bonus  earned  pursuant  to the  preceding  sentence  shall be paid to
          Executive  in cash or stock of the  Company  within 30 days  after the
          amount thereof has been determined by HERC's independent  auditors. If
          the  Executive  is paid in stock the closing bid price for December 31
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          of the  year  within  which  the  bonus  is due  shall be used for the
          calculation  of the amount of stock.  Executive  may also receive such
          other bonuses and increases in Base Salary,  if any, as may be awarded
          to him from  time to time by the  Corporation's  Board  of  Directors:

                    Period                             Percentage

                    1/1/2001 - 12/31/2001              7.5 %

     3.3  BENEFITS.

          Executive shall be entitled to such medical, dental, disability,  life
          insurance  and  other  benefits  and  perquisites,  if  any,  no  less
          favorable than such as are afforded to other senior  executives of the
          Corporation,   subject  to  applicable   waiting   periods  and  other
          conditions.  Medical,  dental and other  health  insurance  shall also
          provide  coverage for Executive's  spouse and dependent  children,  if
          any.  Executive  shall be  entitled to three weeks of vacation in each
          employment  year and to a  reasonable  number  of  other  days off for
          religious and personal reasons.

     3.4  BUSINESS EXPENSES.

          The   Corporation   will   pay  or   reimburse   Executive   for   all
          transportation,  hotel  and  other  expenses  reasonably  incurred  by
          Executive  on  business  trips and for all other  ordinary  reasonable
          out-of-pocket  expenses actually incurred by him in the conduct of the
          business of the Corporation  against itemized vouchers  submitted with
          respect to any such  expenses  approved in accordance  with  customary
          procedures.

     3.5  AUTO ALLOWANCE.

          The  Corporation  shall  either,  at  the  Corporation's  option,  pay
          Executive  the sum of $500 per month as an  automobile  allowance  for
          business  use or  provide  Executive  with a suitable  automobile  for
          business use at the expense of the Corporation.

4.   TERM.

     The term of this Agreement shall commence as of the date thereof, and shall
     continue for a term of one (1) year,  unless sooner  terminated as provided
     herein.  This  agreement  is subject to automatic  renewal  under the terms
     hereof for one year periods  provided,  however,  that on or before six (6)
     months prior to the termination date under paragraph 5 hereof, upon written
     notice  provided to the  Executive  by the Company or to the Company by the
     Executive,  the  terms of this  Agreement  shall be  renegotioated  between
     Executive  and  Company  or  written  notice of intent  to  terminate  this
     Agreement shall otherwise be given on such date.

5.   TERMINATION.

     This Agreement  shall  terminate prior to the end of its term: (a) upon the
     death of  Executive,  or (b) if  Executive  fails,  because  of  illness or
     incapacity,  to render the services  contemplated  by this  Agreement for a
     period of six  consecutive  months.  The  Corporation  may  terminate  this
     Agreement prior to the end of its term for cause,  upon notice to Executive
     by the Corporation.  As used herein, "cause" shall mean: (a) the refusal or
     failure  by  Executive  to carry out  specific  directions  of the Board of
     Directors of the Corporation  which are of a material nature and consistent
     with his status as Chairman  of the Board,  President  and Chief  Executive
     Officer,  or the refusal or failure by Executive to perform a material part
     of  Executive's  duties  hereunder,  or a  breach  of  any  of  Executive's
     fiduciary duties to the Corporation;  (b) fraudulent or dishonest action by
     Executive in his relations with the  Corporation or any of its  Affiliates,
     or with any  customer  or  business  contact  of the  Company or any of its
     Affiliates ("dishonest" for these purposes shall mean Executive's knowingly
     or  recklessly  making  of a  material  misstatement  or  omission  for his
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     personal  benefit);  or (c)  the  conviction  of  Executive  of  any  crime
     involving an act of moral  turpitude.  Notwithstanding  the  foregoing,  no
     "cause"  for  termination   shall  be  deemed  to  exist  with  respect  to
     Executive's  acts  described in clause (a) above  unless the Company  shall
     have  given  written  notice  to  Executive  specifying  the  "cause"  with
     reasonable  particularity and, within five business days after such notice,
     Executive  shall not have cured or  eliminated  the problem or thing giving
     rise to such of cause.

6.   RESIGNATION AS DIRECTOR.

     If, for any  reason,  (a)  Executive  terminates  his  employment  with the
     Corporation, or (b) the Corporation terminates Executive's employment under
     the terms of this  Agreement,  or (c) this Agreement  expires without being
     renewed or extended,  then Executive  will resign as a director,  effective
     upon  the  occurrence  of such  termination  or  expiration,  whichever  is
     applicable.

7.   PROTECTION OF CONFIDENTIAL INFORMATION; NON-COMPETITION.

     7.1  CONFIDENTIAL INFORMATION.

          Executive  warrants that he is not subject to any  restriction  on his
          executing and performing this Agreement, and acknowledges that:

          (a)  As a result of his employment by the  Corporation,  Executive has
               obtained  and will  obtain  secret and  confidential  information
               concerning the business of the  Corporation  and its  Affiliates,
               including, without limitation, financial information, patents and
               other   proprietary   rights,   trade  secrets  and   "know-how,"
               customers,     and    certain    methodologies     ("Confidential
               Information").

          (b)  The  Corporation  and  its  Affiliates  will  suffer  substantial
               damage,  which will be difficult to compute if, during the period
               of his employment with the  Corporation or thereafter,  Executive
               should divulge Confidential Information or, thereafter, Executive
               should   enter  a   business   competitive   with  those  of  the
               Corporation.

          (c)  The provisions of this Agreement are reasonable and necessary for
               the  protection  of the  business  of  the  Corporation  and  its
               Affiliates.

     7.2  MAINTAIN CONFIDENTIALITY.

          Executive agrees that he will not at any time,  either during the term
          of this Agreement or  thereafter,  divulge to any person or entity any
          Confidential Information obtained or learned by him as a result of his
          employment with the  Corporation or any of its Affiliates,  except (a)
          in the  course  of  performing  his  duties  hereunder,  (b)  with the
          Corporation's express written consent; (c) to the extent that any such
          information  is in  the  public  domain  other  than  as a  result  of
          Executive's breach of any of his obligations  hereunder;  or (d) where
          required to be disclosed by court order  subpoena or other  government
          process. If Executive shall be required to make disclosure pursuant to
          the  provisions  of clause (d) of the  preceding  sentence,  Executive
          promptly,  but in no event more than 72 hours  after  learning of such
          subpoena,  court order, or other government process,  shall notify, by
          personal  delivery or by  electronic  means,  confirmed  by mail,  the
          Corporation and, at the  Corporation's  expense,  Executive shall: (i)
          take all reasonably  necessary  steps  required by the  Corporation to
          defend against the enforcement of such subpoena,  court order or other
          government  process,  and (ii) permit the Corporation to intervene and
          participate  with counsel of its choice in any proceeding  relating to
          the enforcement thereof.
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     7.3  RECORDS.

          Upon  termination of his employment  with the  Corporation,  Executive
          will  promptly  deliver to the  Corporation  all  original  memoranda,
          notes, records, reports, manuals,  drawings,  blueprints,  formula and
          other  documents  relating to the business of the  Corporation and its
          Affiliates and all property  associated  therewith,  which he may then
          possess or have under his control;  provided,  however, that Executive
          shall be  entitled  to  retain  copies  of such  documents  reasonably
          necessary  to  document  his  financial  relationship  (both  past and
          future) with the Corporation.

     7.4  NON-COMPETE.

          During  the  term of this  Agreement  and  the  eighteen-month  period
          following  the   termination  of  Executive's   employment   with  the
          Corporation under the terms of this Agreement,  Executive, without the
          prior written  permission of the Corporation,  shall not,  anywhere in
          the United States of America,  directly or indirectly,  (a) enter into
          the  employ  of  or  render  any  services  to  any  person,  firm  or
          corporation engaged in any business which is a "Competitive  Business"
          (as defined below); (b) engage in any Competitive Business for his own
          account;  (c) become  associated with or interested in any Competitive
          Business as an individual,  partner, shareholder,  creditor, director,
          officer, principal, agent, employee, trustee,  consultant,  advisor or
          in any other  relationship or capacity;  (d) employ or retain, or have
          or cause any other  person or entity to employ or  retain,  any person
          who was  employed  or  retained by the  Corporation  in the  six-month
          period prior to the  termination  of  Executive's  employment;  or (e)
          solicit,   interfere  with,  or  endeavor  to  entice  away  from  the
          Corporation,  for the benefit of a  Competitive  Business,  any of its
          customers or other persons with whom the Corporation has a contractual
          relationship.  However,  nothing  in  this  Agreement  shall  preclude
          Executive from investing his personal  assets in the securities of any
          corporation or other business entity which is engaged in a Competitive
          Business if such securities are traded on a national stock exchange or
          in the over-the-counter  market and if such investment does not result
          in  his  beneficially  owning,  at  any  time,  more  than  1% of  the
          publicly-traded equity securities of such Competitive Business.

     7.5  INJUNCTIVE RELIEF.

          If Executive  breaches,  or threatens to breach, any of the provisions
          of Sections 7.2, 7.3 or 7.4, the Corporation  shall have the right and
          remedy to have the provisions of this Agreement  specifically enforced
          by any court having equity  jurisdiction,  it being  acknowledged  and
          agreed by Executive that the services being rendered  hereunder to the
          Corporation are of a special,  unique and extraordinary  character and
          that any such  breach or  threatened  breach  will  cause  irreparable
          injury to the  Corporation  and that money damages will not provide an
          adequate remedy in the Corporation.

     7.6  MODIFICATION OF SCOPE.

          If any  provision  of Section  7.2 or 7.4 is held to be  unenforceable
          because  of the  scope,  duration  or area of its  applicability,  the
          tribunal making such determination shall have the power to modify such
          scope,  duration,  or area,  or all of them,  and  such  provision  or
          provisions shall then be applicable in such modified form.

8.   DEFINITIONS. As used in this Agreement:

     8.1. "Affiliate"  shall mean any entity that,  directly or  indirectly,  is
          controlled  by,   controlling,   or  under  common  control  with  the
          Corporation.

     8.2. "Competitive  Business"  shall  mean  a  business  which  is  directly
          competitive  with any business  engaged in by the  Corporation  or any
          Affiliate of the Corporation.
<PAGE>
8.   NOTICES.

     All notices  provided  for by this  Agreement  shall be made in writing and
     shall be deemed given when (a)  personally  delivered to the party entitled
     to receive it: (b)  transmitted  by electronic  means;  or (c) mailed first
     class mail, by certified mail, return receipt  requested,  addressed to the
     person  entitled  to it at the  address  set forth  below (or at such other
     address as may have been designated by written notice). The notice shall be
     deemed to be  received  on the date of its actual  delivery  or  electronic
     transmission to the party entitled thereto, or three days after mailing. If
     sent to the Corporation, notices shall be delivered to:

            HERC Products Incorporated
            2215 West Melinda Lane, Suite A
            Phoenix, Arizona 85027
            Attention: Chairman of the Board of Directors Compensation Committee
            Telecopier: (623) 492-9324

and, if sent to Executive, notices shall be delivered to:

            S. Steven Carl
            c/o HERC Products Incorporated
            2215 West Melinda Lane, Suite A
            Phoenix, Arizona 85027
            Telecopier: (623) 492-9324

            Marked "Personal and Confidential"

9.   ASSIGNMENT.

     The rights and benefits of the  Corporation  under this Agreement  shall be
     transferable, and all covenants and agreements hereunder shall inure to the
     benefit of and be enforceable by, its successors and assigns. Executive may
     not assign  this  Agreement,  but it shall  inure to the  benefit of and be
     binding upon his heirs and legal representatives.

10.  ARBITRATION.

     In the event of any dispute between the parties as to the interpretation of
     any of the terms and  provisions  of this  agreement,  the matter  shall be
     submitted to arbitration in the following manner:

     Either  party  shall  serve  written  notice upon the other party that they
     desire to submit the dispute to arbitration and within fifteen (15) days of
     the date of any such written  notice each party shall appoint an arbitrator
     within ten (10) days  thereafter  the two  arbitrators  so  selected  shall
     appoint  a third.  In the event  either  party  shall  fail to  appoint  an
     arbitrator  within such  fifteen-day  period or if the two  arbitrators  so
     appointed shall fail to select a third within such ten-day  period,  then a
     judge of the  Superior  Court of Maricopa  County,  Arizona,  or such other
     court as may have jurisdiction thereover shall appoint such arbitrator. The
     three  arbitrators  shall  determine the controversy in accordance with the
     Rules  of  the  American  Arbitration  Association  and a  decision  of the
     majority of the arbitrators  shall bind and be conclusive upon the parties.
     The parties shall pay the expense of arbitration  in the manner  determined
     by the  arbitrators and judgment upon the award rendered by the arbitrators
     may, if permissible, be entered in any court having jurisdiction.

11.  MISCELLANEOUS.

     11.1 GOVERNING LAW.

          This Agreement  shall be governed by and construed in accordance  with
          the laws of the State of Arizona.
<PAGE>
     11.2 WAIVER.

          No waiver or  modification  of this Agreement shall be valid unless in
          writing and duly executed by the party to be charged therewith. Waiver
          by either  party hereto of any breach or default by the other party of
          any of the terms and provisions of this Agreement shall not operate as
          a waiver  of any  other  breach  or  default,  whether  similar  to or
          different from the breach or default waiver.

     11.3 SEVERABILITY.

          All agreements, provisions, representations,  warranties and covenants
          contained herein are severable,  and in the event that any one or more
          of them shall be held to be invalid,  illegal or  unenforceable in any
          respect by any court of competent jurisdiction, the validity, legality
          and enforceability of the remaining  provisions contained herein shall
          not in any way be  affected  thereby,  and  this  Agreement  shall  be
          interpreted as if such invalid,  illegal or unenforceable  agreements,
          provisions or covenants were not contained herein.

     11.4 ENTIRE AGREEMENT.

          This  Agreement   constitutes  and  embodies  the  full  and  complete
          understanding  and  agreement  of the  parties  hereto  provided,  and
          supersedes all prior understandings or agreements,  whether oral or in
          writing.

The parties have executed this Agreement the day and year first above written.

HERC Products Incorporated

By: Michael Harader                     S. Steven Carl: /s/ S. Steven Carl
    -------------------------------                     ------------------------

Signature: /s/ Michael Harader
           ------------------------
Title: CFO
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