EXHIBIT 10.6

                              EMPLOYMENT AGREEMENT

         EMPLOYMENT  AGREEMENT  dated March 1, 1999 and amended as of August 24,
1999 and further on June 1, 2000 by and between CELEXX  Corporation  f/k/a Cobra
Technologies,  Inc., a Nevada  corporation  ("Employer" or the  "COMPANY"),  and
DOUGLAS H. FORDE ("Employee").

         WHEREAS, Employee wishes to be employed by Employer with the duties and
responsibilities as hereinafter described, and Employer desires to assure itself
of the availability of Employee's services in such capacity.

         NOW,  THEREFORE,  in  consideration of the foregoing and for other good
and  valuable  consideration,  the  receipt  and  adequacy  of which  is  hereby
acknowledged, Employer and Employee hereby agree as follows:


1.  EMPLOYMENT. Employer hereby agrees to employ  Employee, and Employee  hereby
agrees to serve  Employer, upon the terms and conditions hereinafter set forth.

2. TERM. The employment of Employee by Employer pursuant to this Agreement shall
be for a five (5) year term  commencing June 1, 2000 and ending on May 31, 2005,
unless sooner terminated pursuant to Section 8 below (hereinafter referred to as
the "Service Period").

3. DUTIES.  Employee  shall,  subject to overall  direction  consistent with the
legal  authority of the Board of Directors of Employer (the "Board"),  serve as,
and have all power and  authority  inherent  in the office of,  Chairman  of the
Board of Directors, Chief Executive Officer and President of Employer, and shall
be responsible for those areas in the conduct of the business assigned to him by
the Board,  including,  without  limitation,  (i) participating in the Company's
capital raising  efforts;  (ii) managing the  identification  of and negotiation
with acquisition candidates; (iii) involvement in the Company's public relations
and investor  relations efforts;  and (iv) management  authority over executives
and key  employees  of the Company  and all of its  divisions  and  subsidiaries
wherever situated. Employee shall devote substantially all his business time and
efforts to the business of Employer.

4. COMPENSATION  AND  OTHER  PROVISIONS.  Employee  shall  be  entitled  to  the
compensation  and  benefits hereinafter described in subsections (a) through (d)
(such compensation and benefits being  hereinafter  referred to as "Compensation
Benefits").

                  (A) BASE SALARY.  Employer shall pay to Employee a base salary
of  $175,000  per annum for the  period  commencing  June 1,  2000  through  the
remainder of the Service  Period (such amount,  as it may be increased from time
to time, may sometimes  hereinafter be referred to as "Base  Salary").  The Base

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Salary and Employee's other  compensation may be reviewed by the Board from time
to time during the Service  Period and may be increased  (but not  decreased) as
the Board may determine.

                  (B) PARTICIPATION IN BENEFIT PLANS. During the Service Period,
Employee  shall be eligible to  participate  in all employee  benefit  plans and
arrangements  now in effect or which may  hereafter be  established,  including,
without  limitation,  all life,  group  insurance and medical care plans and all
disability,  retirement and other employee benefit plans of Employer  consistent
with such benefits provided to executive management of Employer.  Employee shall
in all events provide and pay the full costs of all medical and health insurance
for Employee throughout the Service Period.

During the Service Period Employee will  participate in Keyman Life Insurance of
an amount no less than  $10,000,000 in coverage,  with the Company as the direct
designated  beneficiary  of this  coverage.  The Company  will pay for all costs
associated with securing the foregoing insurance on the Employee .

                  (C) AUTOMOBILE ALLOWANCE.  During the Service Period, Employee
shall be paid an  automobile  allowance  of  approximately  $1,000.00  per month
throughout the Service Period,  which shall be utilized for an automobile lease,
insurance, gasoline, maintenance and related expenses.

                  (D) EXPENSE  REIMBURSEMENT.  Employer will promptly  reimburse
Employee  for  all  reasonable   out-of-pocket  business  expenses  incurred  in
connection with the  performance of Employee's  services  hereunder,  including,
without limitation,  all travel,  telephone,  entertainment and similar business
expenses.

         STOCK OPTIONS.  Concurrent herewith,  Employer and Employee shall enter
         into a certain  Stock Option  Agreement  ("Stock  Option  Agreement") ,
         participation in the Employer's  qualified incentive stock option plan,
         and cashless exercise.

5.  STOCK  GRANT.   Employee  is  entitled  to  receive   shares  as  additional
compensation as the Board of Directors may from time to time grant.  Any and all
non-vested shares to which Employee which may be granted under any Employer plan
shall become vested  immediately  prior to a Change of Control.  For purposes of
this  Agreement,  "Change of  Control"  shall mean any of the  following:  (i) a
"person" or "group"  (within the meaning of Sections  13(d) and  14(d)(2) of the
Exchange  Act) becoming the  "beneficial  owner" (as defined in Rule 13d-3 under
the Exchange Act) of voting  securities of the Company entitled to exercise more
than 30% of the total voting power of all outstanding  voting  securities of the
Company  (calculated in accordance with Rule 13d-3 under the Exchange Act); (ii)
the consummation of any merger,  consolidation,  business combination or similar
transaction  involving the Company that results in the beneficial owner's voting
securities of the Company  immediately prior to such consummation  owning in the
aggregate,  directly or indirectly, voting securities representing less than 50%
of  the  voting  securities  of the  surviving  entity  outstanding  immediately

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following such  consummation;  or (iii) the sale of all or substantially  all of
the assets of the Company, or any liquidation,  dissolution or bankruptcy of the
Company..

6. REGISTRATION  RIGHTS AGREEMENT.  Concurrent  herewith,  Employer and Employee
have  entered into a certain  Registration  Rights  Agreement  pursuant to which
Employer  has  granted  to  Employee  certain  "piggy-back"  rights to  register
securities  of Employer,  including,  without  limitation,  common stock granted
hereunder and  underlying  stock options  granted or to be granted in connection
with the Stock Option Agreement and Incentive Stock Option plan.

7. TERMINATION.  Employee's employment hereunder shall terminate as a  result of
any of the following events:

                  (a)      Employee's death;

                  (b) Employee  shall be unable to perform his duties  hereunder
by reason of  illness,  accident  or other  physical  or mental  disability,  as
verified by a licensed physician mutually selected by the Employer and Employee,
for a  continuous  period of at least six months or an  aggregate of nine months
during any continuous twelve month period ("Disability");

                  (c)      termination by Employee; or

                  (d) for  Cause,  where  "Cause"  shall  mean:  (i)  the  final
non-appealable   conviction  of  Employee  of  a  felony;  (ii)  the  reasonable
determination  of  seventy-five  percent  (75%) of the Board that  Employee  has
engaged in intentional misconduct, or the gross neglect of his duties, which has
a material and continuing adverse effect on the business of Employer; or (iii) a
final  non-appealable  determination by a court of competent  jurisdiction  that
Employee  shall  have  failed to cure the  breach of any  material  term of this
Agreement  within thirty days following  receipt of detailed written notice from
Employer of such breach.

                  Any termination  pursuant to  subparagraph  (b), (c) or (d) of
this  Section  shall  be   communicated   by  a  written   notice   ("Notice  of
Termination"),  such  notice to set  forth  with  specificity  the  grounds  for
termination if the result of "Cause". Employee's employment under this Agreement
shall be deemed to have terminated as follows:  (i) if Employee's  employment is
terminated pursuant to subparagraph (a) above, on the date of his death; (ii) if
Employee's  employment is terminated  pursuant to subparagraph (b) or (d) above,
on the date on which Notice of  Termination  is given;  and (iii) if  Employee's
employment is terminated  pursuant to subparagraph (c) above,  fifteen (15) days
after the date on which a Notice of Termination is given, or Employee's last day
of employment,  whichever is earlier. The date on which termination is deemed to
have occurred pursuant to this paragraph is hereinafter referred to as the "Date
of Termination".


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8.  PAYMENTS  ON  TERMINATION.  In  the  event  that  Employee's  employment  is
terminated pursuant to Section 8 above,  Employer shall pay to Employee his full
salary  through the Date of  Termination  together  with all  benefits and other
compensation, if any, due and owing as of that date.

9.  REPRESENTATIONS  AND WARRANTIES.  Employee hereby represents and warrants to
the Employer that (i) the execution,  delivery and performance of this Agreement
by  Employee  do not and shall not  conflict  with,  breach,  violate or cause a
default under any contract, agreement,  instrument, order, judgment or decree to
which  Employee is a party or by which  Employee is bound,  and (ii) Employee is
not a party to or bound by any employment agreement, noncompetition agreement or
confidentiality  agreement  with any other person or entity which in any way may
restrict, impair or limit the performance of his duties hereunder.

10.               DISCLOSURE AND PROTECTION OF CONFIDENTIAL INFORMATION.

                  (a) For purposes of this Agreement, "Confidential Information"
means knowledge,  information and material which is proprietary to Employer,  of
which  Employee  may obtain  knowledge  or access  through or as a result of his
employment by Employer (including information conceived, originated,  discovered
or  developed  in  whole  or in  part  by  Employee).  Confidential  Information
includes,  but is not  limited  to, (i)  technical  knowledge,  information  and
material  such  as  trade  secrets,   processes,   formulas,   data,   know-how,
improvements,  inventions, computer programs, drawings, patents and experimental
and development work techniques, and (ii) marketing and other information,  such
as supplier  lists,  customer lists,  marketing and business plans,  business or
technical  needs of  customers,  consultants,  licensees or suppliers  and their
methods of doing business, arrangements with customers,  consultants,  licensees
or suppliers,  manuals and personnel records or data.  Confidential  Information
also  includes  any  information  described  above which  Employer  obtains from
another  party and  which  Employer  treats  as  proprietary  or  designates  as
confidential, whether or not owned or developed by Employer. Notwithstanding the
foregoing,  any  information  which is or  becomes  generally  available  to the
general public  otherwise than by breach of this Section 11 shall not constitute
Confidential Information for purposes of this Agreement.

                  (b) During the term of this Agreement and thereafter, Employee
agrees,  to hold in confidence all Confidential  Information and not to use such
information for Employee's own benefit or to reveal, report,  publish,  disclose
or transfer,  directly or indirectly, any Confidential Information to any person
or entity, or to utilize any Confidential Information for any purpose, except in
the course of Employee's work for Employer.

                  (c)  Employee  will  abide by any and all  security  rules and
regulations,  whether formal or informal,  that may from time to time be imposed
by Employer for the  protection  of  Confidential  Information,  and will inform
Employer of any defects  in, or  improvements  that could be made to, such rules
and regulations.

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                  (d)  Employee   agrees  that  all   inventions,   innovations,
improvements,  developments,  methods, designs, analysis, drawings, reports, and
all  similar or  related  information  which  relates  to  Employer's  actual or
anticipated business, research and development or existing or future products or
services  and which are  conceived,  developed  or made by  Employee at any time
while  employed by Employer,  or made  thereafter  as a result of any  invention
conceived or work done at any time during employment with Employer  (hereinafter
referred to as "Work Product"),  and all Employee's right, title and interest in
and to Work  Product,  shall  be  regarded  as made and  held by  Employee  in a
fiduciary  capacity  solely for the  benefit of Employer  and shall  exclusively
belong to Employer.  Employee  will  promptly  disclose such Work Product to the
Board of Directors of Employer and perform all actions  reasonably  requested by
the  Board of  Directors  of  Employer  (whether  during  or  after  the term of
Employee's  employment  with  Employer) to establish and confirm such  ownership
(including,   without   limitation,   execution  of  any  and  all  assignments,
conveyances, consents, powers of attorney and other instruments).

                  (e) Employee will notify Employer in writing  immediately upon
receipt of any subpoena, notice to produce, or other compulsory order or process
of any  court of law or  government  agency  if such  document  requires  or may
require disclosure or other transfer of Confidential Information.

                  (f) Upon  termination of employment,  Employee will deliver to
Employer any and all records and  tangible  property  that contain  Confidential
Information  that are in his possession or under his control.  The provisions of
this Section 11 shall  survive the  termination  of Employee's  employment  with
Employer.

11.  BOARD OF  DIRECTORS.  The  Company agrees to nominate Employee for election
to its Board of Directors at its next meeting of  shareholders  and to otherwise
exercise  its  best  efforts to cause Employee to be elected or appointed to the
Board of Directors in accordance with its Bylaws.

12. AVAILABILITY OF INJUNCTIVE RELIEF. Employee acknowledges and agrees that any
breach  by him of the  provisions  of  Section  9  hereof  will  cause  Employer
irreparable  injury and damage for which it cannot be adequately  compensated in
damages.  Employee therefore expressly agrees that Employer shall be entitled to
seek injunctive and/or other equitable relief, on a temporary or permanent basis
to prevent any  anticipatory or continuing  breach of this Agreement or any part
hereof, and is secured as an enforcement. Nothing herein shall be construed as a
waiver by  Employer of any right it may have or  hereafter  acquired to monetary
damages by reason of any  injury to its  property,  business  or  reputation  or
otherwise arising out of any wrongful act or omission of it.

13.  INDEMNIFICATION.  Employer  hereby  releases and agrees to  unconditionally
indemnify and hold Employee  harmless from and against all losses,  liabilities,
claims, actions,  judgments,  demands, costs, expenses, fines, penalties,  fees,
and damages, of any kind or nature,  including,  without limitation,  attorney's
fees and costs and  whether  or not suit is  instituted,  that are  suffered  or
incurred by Employee, directly or indirectly,  relating to, arising out of or in
connection  with  any  events,  occurrences  or  circumstances  of or  involving
Employer prior to the effective date of this Agreement,  irrespective of whether
or not  Employee is now aware or shall  hereafter  become  aware of such events,
occurrences or circumstances or additional facts relating thereto.

14. SURVIVAL.     The  covenants,  agreements,  representations  and  warranties
contained  in  or  made  pursuant  to  this  Agreement  shall survive Employee's
termination of employment,  irrespective  of  any  investigation  made by  or on
behalf of any party.

15.  ENTIRE  AGREEMENT;  MODIFICATION.  This  Agreement  sets  forth the  entire
understanding  of the  parties  with  respect  to  the  subject  matter  hereof,
supersedes all existing  agreements between them concerning such subject matter,
and may be modified only by a written instrument duly executed by each party.

16.  NOTICES. Any notice required or permitted hereunder shall be deemed validly
given if  delivered by hand,  verified  overnight  delivery,  or by first class,
certified mail to the following address of Employee (or to such other address as
Employee may notify in writing to Employer):

                  CeleXx Corporation
                  7251 West Palmetto Park Road
                  Boca Raton, Florida 33433

                  Douglas H. Forde

                  ------------------------
                  Coral Springs, FL _________


17.  WAIVER.  Any waiver by either  party of a breach of any  provision  of this
Agreement  shall  not  operate  as or be  construed  to be a waiver of any other
breach  of such  provision  or of any  breach  of any  other  provision  of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this  Agreement  on one or more  occasions  shall not be  considered a waiver or
deprive that party of the right  thereafter  to insist upon strict  adherence to
that term or any other term of this Agreement. All waivers must be in writing.

18. BINDING  EFFECT.  The provisions of this Agreement shall be binding upon the
Employee and his heirs and  personal representatives,  and shall be binding upon
and  inure to the  benefit  of  Employer,  its successors and assigns.

19.  HEADINGS.  The  headings in this  Agreement are solely for  convenience  of
reference and shall be given  no effect in the construction or interpretation of
this Agreement.

20.  GOVERNING LAW;  VENUE.  This Agreement will be governed and construed under
the laws of the State of  Florida,  without  giving  effect  to rules  governing
conflicts of law, with proper venue with respect to all disputes related to this
Agreement being Dade County, Florida.

21.  INVALIDITY.   The  invalidity  or  unenforceability  of any  term  of  this
Agreement shall not invalidate, make unenforceable or otherwise affect any other
term of this Agreement,  which shall remain in full force and effect.

22.  ATTORNEYS'  FEES. In the event any dispute or litigation  arises  hereunder
between any of the parties hereto, the prevailing party shall be entitled to all
reasonable costs and expenses incurred by it in connection therewith (including,
without limitation, all reasonable attorneys' fees and costs incurred before and
at any trial or other  proceeding  and at all tribunal  levels),  as well as all
other relief granted in any suit or other proceeding.

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

                               EMPLOYER:

                               CELEXX CORPORATION, a Nevada corporation

                               BY:/S/  DAVID C. LANGLE
                                      ------------------------------------------
                               TITLE:   VICE PRESIDENT & CHIEF FINANCIAL OFFICER
                                      ------------------------------------------


                               EMPLOYEE:

                                 /S/  DOUGLAS H. FORDE
                                      ------------------------------------------
                                      Douglas H. Forde


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