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                                                                    Exhibit 10.5


                               EMPLOYMENT AGREEMENT

         THIS AGREEMENT (the "Agreement"), made and entered into this 1st day of
February, 2000, by and between PODS, INC., a Florida corporation (the
"Employer") hereafter called "Employer", and THOMAS M. CALCATERRA (the
"Employee)".

                                    RECITALS

         WHEREAS, Employer desires to employ Employee as its Vice President,
Finance and Chief Financial Officer; and

         WHEREAS, Employee desires such employment upon the terms and conditions
set forth in this Agreement.

         NOW, THEREFORE, in consideration of such employment and the premises
and covenants hereinafter set forth the parties hereto agree as follows:

         1.       EMPLOYMENT. Employer hereby agrees to employ Employee and
Employee accepts such employment upon the terms and conditions hereinafter set
forth.

         2.       TERM. The term of such employment shall commence February ___,
2000, and thereafter shall continue for additional one (1) year terms, unless
terminated as herein provided (such period being hereinafter referred to as the
"term" or the "period of active employment").

         3.       COMPENSATION. For all services rendered by the Employee under
this Agreement, Employer shall pay Employee an annual salary of not less than
One Hundred Thousand Dollars ($100,000.00) per annum (the "Base Salary"). Said
Base Salary shall be paid pro rata weekly on Employer's regular payroll dates or
in such more frequent intervals as Employer shall in its discretion determine.
Employer's compensation committee shall review Employee's Base Salary annually,
in accordance with Employer's procedures that are applicable to its management
employees.

         4.       DUTIES. Employee is employed as the Vice President Finance and
Chief Financial Officer of Employer and shall perform such services as are
normally associated with such position, subject to the direction, supervision,
and rules and regulations of Employer and its officers, which duties shall
include but are not limited to the following:

                  (a)      developing, implementing and directing the financial
strategy, policy, and operations of Employer, as approved by the
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President of Employer. These duties include but are not limited to oversight of
the accounting departing, budgetary planning and analysis, development of
financial plans and policies, and generation of financial statements;

                  (b)      management and oversight of the financial aspects of
Employer's operations, including borrowing, IRS reporting and compliance,
investor relations and related presentations, asset management and growth.

         The precise services of Employee may be extended or curtailed, from
time to time at the discretion of Employer, and Employee agrees to render such
different and/or additional services of a similar nature as may be assigned from
time to time by Employer.

         5.       STOCK OPTIONS.

                  (a)      The parties acknowledge that Employer is currently
negotiating a transaction that will, if and when it closes, constitute a "sale
of Employer" as defined in this Section. Except as provided in subsection 5(b)
below, upon execution of this Agreement or no later than the date on which
Employer's directors and shareholders have approved the contemplated 2000 Stock
Option Plan of Employer, Employee shall be granted options to purchase forty
thousand (40,000) shares of stock of Employer at a purchase price equal to its
current fair market value of one dollar ($1.00) per share. One fourth of this
number (options for ten thousand (10,000) shares) shall vest on February 1,
2001 and on each February 1st thereafter until all options have been fully
vested; provided, that Employee is still employed on said vesting dates; and
provided, further, that the vesting of all such options shall accelerate and
become fully vested upon the earlier of an initial public offering of the stock
of Employer or upon a "sale of Employer", as defined herein.

         In addition, if Employee continues to be employed by Employer on each
respective grant date, on each of February 1, 2001, February 1, 2002, February
1, 2003 and February 1, 2004, Employer shall grant to Employee options to
purchase an additional ten thousand (10,000) shares of stock of Employer at a
purchase price equal to the then current fair market value, as determined by
Employer; provided that such additional options shall vest on the date that is
twelve (12) months after the grant date (that is, February 1, 2002, February 1,
2003, February 1, 2004 and February 1, 2005, respectively) if Employee is still
employed on said vesting dates; and provided, further, that the vesting of all
such options that have been then granted shall accelerate and become fully
vested upon the earlier of an initial public offering of the


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stock of Employer or upon a "sale of Employer", as defined herein.

         The term "sale of Employer" means (A) the sale, including a merger,
consolidation or reorganization, of eighty percent (80%) or more of the stock
by shareholders of Employer in a transaction in which the shareholders do not
receive stock or an equity interest in the acquiring entity, or (B) the sale of
substantially all of the assets of Employer to a buyer that is not an affiliate
of Employer, if the sale of the assets is followed by the liquidation of
Employer and the proceeds of such liquidation are assets other than stock or an
equity interest in the acquiring entity.

                  (b)      In the event of a "sale of Employer" on or after the
date of this Agreement, Employer shall have the right to exchange the options
granted to Employee hereunder for equivalent options to acquire stock of the
acquiring entity in the "sale of Employer" transaction; provided, that (i) the
number of shares of the acquiring entity that Employee is entitled to purchase
under Employee's options shall be determined on a fully diluted basis at the
valuation used for Employer and/or its shareholders in the "sale of Employer"
transaction, and (ii) the grant dates and vesting terms of Employee's options
shall be the same as those applicable to the options described in subparagraph
(a).

         6.       VACATION. Employee shall be entitled to vacations with pay in
accordance with the vacation policy of Employer promulgated from time to time by
the Employer. Vacations shall be taken by Employee at any time during the year
and for any period as determined by the President of Employer.

         7.       WORKING FACILITIES; BENEFITS.

                  (a)      Employer shall furnish Employee with an office and
such other facilities and services as are suitable to his position and adequate
for the performance of his duties hereunder.

                  (b)      Employer shall pay the cost of Employee's coverage
under its group medical insurance coverage, if available. Any health insurance
coverage of Employee's family and/or dependants shall be at Employee's sole
cost.

                  (c)      Employee shall be eligible to participate under the
Employer's pension plan, if any, pursuant to the pension plan's requirements,
including but not limited to requirements regarding eligibility and vesting.

                  (d)      Employer shall pay on behalf of Employee or reimburse
Employee for the cost of Employee's professional license


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fees, professional education courses (CPE) as approved by Employer in its
discretion; and professional dues for AICPA and FICPA or other professional
organizations as approved by Employer in its discretion.

         8.       EXTENT OF SERVICES. During the period of active employment,
Employee shall devote full time, attention, and energies to the business of
Employer. Employee shall not during the term of this Agreement be engaged in
any other business activity, whether or not such business activity is pursued
for gain, profit, or other pecuniary advantage; but this shall not be construed
as preventing Employee from investing his assets in such form or manner as will
not require any services on the part of Employee in the operation of the affairs
of the business in which such investments are made.

         9.       CONFIDENTIALITY. Employee occupies a position of trust and
confidence with Employer. To fulfill his responsibilities, Employee will be
afforded full and unlimited access to all Employer data and documents,
regardless of the location of the data and documents, and regardless of the
physical form in which they are kept. Except where he is under an obligation
under this Agreement or under a legal obligation to do so, Employee shall not
disclose the information which he learns in his capacity as Vice President,
Finance and CFO of Employer. Information commonly known outside of the Employer
or which is disclosed to regulatory authorities or publicly available is
excluded from this provision. This confidentiality provision extends beyond the
term of this Agreement and shall be in addition to any separate confidentiality
agreement entered into by and between Employee and Employer. In the event of a
breach or threatened breach by Employee of the provisions of this paragraph,
Employer shall be entitled to an injunction restraining Employee from
disclosing, in whole or in part, the Employer's confidential information or from
rendering any services to any person, firm, corporation, association, or other
entity to whom such confidential information, in whole or in part, has been
disclosed or is threatened to be disclosed. Nothing herein shall be construed as
prohibiting Employer from pursuing any other remedies available to Employer for
such breach or threatened breach, including the recovery of damages from
Employee.

         10.      TERMINATION WITHOUT CAUSE. Without cause, Employer may
terminate this Agreement at any time upon thirty (30) days' written notice to
Employee. In such event, (unless Employee is absent from work because of
accident or sickness) Employee, if requested by Employer, shall continue to
render his services, and shall be paid his Base Salary to the termination date.
Without cause, Employee may terminate this Agreement upon thirty (30) days'
written notice to Employer. In such event, (unless Employee is absent from work


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because of accident or sickness) Employee, if requested by Employer, shall
continue to render his services and shall be paid his Base Salary to the
termination date

         11.      TERMINATION WITH CAUSE. In addition to termination as provided
in the preceding paragraphs hereof, this Agreement may be terminated by Employer
at any time without notice upon the occurrence of one or more of the following
events:

                  (a)      In the event Employee shall fail or refuse to comply
with the policies, standards and regulations of Employer from time to time
established; or

                  (b)      In the event Employee shall be guilty of fraud,
dishonesty or other acts of misconduct in the rendering of services on behalf of
Employer; or

                  (c)      In the event Employee shall fail or refuse to
faithfully or diligently perform the provisions of this Agreement or the usual
and customary duties of her employment; or

                  (d)      In the event Employee Shall make an assignment for
the benefit of creditors; or

                  (e)      In the event Employee shall file a voluntary petition
in bankruptcy or becomes the subject of an involuntary petition in bankruptcy.

In the event of a termination pursuant to this Section 11, Employee shall be
paid his Base Salary to the termination date.

         12.      DEATH AND DISABILITY DURING EMPLOYMENT.

                  (a)      If Employee dies during the term of this employment,
Employer shall pay to the estate of Employee the Base Salary up to the end of
the month in which his death occurred.

                  (b)      In the event Employee is disabled because of accident
or sickness, as determined by Employer, Employee shall be paid the Base Salary
up to the end of the month in which his disability occurred. Thereafter,
Employer shall have no further obligation to pay Employee under this Agreement.

         13.      WAIVER OF BREACH. The waiver by Employer of a breach of any
provision of this Agreement by Employee shall not operate or be construed as a
waiver of any subsequent breach by Employee.


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         14.      LEGAL ACTION. Should Employer or Employee institute legal
action, whether at law or in equity, to enforce any provision hereunder, the
prevailing party shall be entitled to receive from the other party all costs and
reasonable attorney's fees, including, but not limited to, fees for trial and
appeals or other legal proceedings.

         15.      NOTICES. Any notice required or permitted to be given under
this Agreement shall be sufficient if in writing, and if sent by registered mail
to her address in the case of Employee, or to its principal office in the case
of Employer.

         16.      AGENCY. Employee shall have no authority to enter into any
contracts binding upon Employer, or to create any obligations on the part of
Employer except such as shall be specifically authorized by the Board of
Directors of Employer or by an executive officer of Employer acting pursuant to
authority granted by the Board of Directors.

         17.      ASSIGNMENT. The rights and obligations of Employer under this
Agreement shall inure to the benefit of and shall be binding upon the successors
and assigns of Employer. Employer depends upon the personal services of
Employee, and Employee shall not assign this Agreement or any rights or duties
hereunder without the express written consent of Employer, nor shall Employee
delegate any of his obligations hereunder to any other person or corporation
without the express written consent of Employer. Any assignment or delegation by
Employee without such written consent shall be void.

         18.      RETURN OF EMPLOYER PROPERTY. Employee agrees that on
termination of his employment for any cause whatsoever the Employee will return
to Employer any of Employer's property in her possession or under his control,
including, but not limited to records and names, addresses, and other
information with regard to customers or potential customers of Employer with
whom Employee has had contact or done business.

         19.      INVENTIONS. All ideas, inventions, and other developments
conceived by Employee, alone or with others, during the term of his employment,
whether or not during working hours, that are within the scope of Employer's
business operations or that relate to any of Employer's work or projects, are
exclusive property of Employer. Employee agrees to assist Employer, at its
expense, to obtain patents on any such patentable ideas, inventions, and other
developments, and agrees to execute all documents necessary to obtain such
patents in the name of Employer.


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         20.      RESTRICTIVE COVENANT. Notwithstanding anything in this
Agreement to the contrary, during the period of active employment and if
Employee's employment is terminated under this Agreement, with or without cause,
voluntarily or involuntarily, by either party Employee agrees that for a period
ending on the later of (i) the 'date that is five (5) years after the date of
this Agreement or (ii) the date that is two (2) years after the termination of
employment, he shall not, within the state of Florida, own, manage, operate,
control, be employed by, act as an agent for, participate, in or be connected in
any manner with the ownership, management, operation or control of any business
which is engaged in businesses which are or may be competitive to the business
of Employer. It is the intention of the parties that Employer be given the
broadest protection allowed by law with regard to the restrictions herein
contained. In the event of a breach or a threatened breach by Employee of
provisions in this paragraph, Employer shall be entitled to an injunction
restraining Employee from such breach or threatened breach. Nothing herein
shall be construed as prohibiting Employer from pursuing any other remedies
available to it for such breach or threatened breach including the recovery of
damages from Employee. This covenant on the part of Employer and Employee shall
be construed as an agreement independent of any other provision of this
Agreement and the existence of any claim or cause of action by Employee against
Employer whether predicated upon this Agreement or otherwise shall not
constitute a defense to the enforcement by Employer of this covenant. Employer
agrees if Employee provides services as a certified public accountant on behalf
of an accounting firm engaged in public accounting after the termination of this
Agreement, such practice shall not constitute a violation of the restrictive
covenants contained in this Section 20.

         In the event that this restrictive covenant shall be determined by any
court of competent jurisdiction to be unenforceable by reason of it being
extended for too great a period of time, or as encompassing too large a
geographic area, or over too great a range of activities, or any combination of
these elements, the parties agree that this covenant shall be interpreted to
extend only over the maximum period of time, geographic area, and range of
activities as to which said court of competent jurisdiction deems reasonable and
enforceable.

         21.      CONSTRUCTION; ENTIRE AGREEMENT. This instrument reflects the
entire agreement between the parties. It may not be changed orally but only by
an instrument in writing signed by the party against whom enforcement of any
waiver, change, modification, extension or discharge is sought. This Agreement
supersedes any prior employment agreement between the parties. This Agreement


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shall be construed in accordance with the laws of the State of Florida.

         IN WITNESS WHEREOF, the parties hereto have set forth their hands and
seals the day and year first above written.

WITNESSES:



/s/                                    PODS, INC.
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                                       By: /s/ Peter S. Warhurst, President
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                                          Peter S. Warhurst, President


                                                                        EMPLOYER


/s/                                    /s/ Thomas M. Calcaterra
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                                       THOMAS M. CALCATERRA



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                                                                        EMPLOYEE


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