<PAGE>
 
                              EMPLOYMENT AGREEMENT


     This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
September 1, 1998, between LA-MAN CORPORATION, a Nevada corporation (the
"Company"), and MARSHALL S. HARRIS ("Employee").

                                   RECITALS:
                                   ---------

     The Company has requested the Employee to accept employment as Vice
President and General Counsel of the Company for consideration and on the terms
and conditions hereinafter set forth;

     NOW, THEREFORE, the Company and the Employee, in consideration of the
covenants herein contained and intending to be legally bound hereby, agree as
follows:

     1.   DEFINITIONS.  In addition to other terms defined herein, for purposes
of this Agreement, the following terms shall have the meanings specified in this
Section unless the context clearly requires otherwise:

     1.01 "AFFILIATE" and "ASSOCIATE" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended (the "Exchange Act").

     1.02 "BASE SALARY" shall mean the total annual cash salary, excluding
bonuses and incentive compensation, earned by the Employee in all capacities
with the Company.

     1.03 "CAUSE" shall mean: (a) the repeated failure of the Employee to
observe or perform any of the material terms or provisions of this Agreement,
which failure continues after written notice to the Employee and remains uncured
for a period of 10 days following such written notice, except that there shall
be no cure period with respect to any violation of Section 7 or Section 8
hereof; (b) misappropriation of funds, or willful dishonesty towards, fraud
upon, or willful misconduct of a material nature to the injury of, the Company
or its Affiliates; (c) commission of a felony or other crime involving moral
turpitude; or (d) habitual insobriety or abuse of controlled substances.

     1.04 "CHANGE OF CONTROL" shall be deemed to have occurred when: (a) any one
person, or any persons acting together which would constitute a "group" for
purposes of Section 13(d) of the Exchange Act (a "Group"), consummates a tender
offer, a plan of open-market purchases or an exchange offer for shares of the
Company's common stock, or consummates a proxy solicitation, which, in the
judgment of a majority of the members of the Board of Directors of the Company,
is reasonably likely to permit such person or Group to obtain control of a
sufficient number of voting securities of the 
<PAGE>
 
Company to elect a majority of the members of the Board of Directors of the
Company; or (b) there occurs, within any period of 12 consecutive months other
than as a result of proxies solicited by, or votes cast by, management of the
Company, (1) a change in 35% of the persons who, as of this date, constitute the
Board of Directors of the Company other than as the result of resignations or
(2) an increase of 25% or more in the number of members of the Board of
Directors.

     1.05 "NOTICE OF TERMINATION" means a written notice which (a) indicates the
specific termination provision in this Agreement relied upon, (b) briefly
summarizes the facts and circumstances deemed to provide a basis for termination
of the Employee's employment under the provision so indicated and (c) specifies
the Termination Date.  The Termination Date so specified shall be (1) a date not
less than 60 days from the delivery of such Notice of Termination to the
Employee (in the case of termination by the Company other than for Cause), (2) a
date not more than 30 days after the delivery of such Notice of Termination to
the Company (in the case of termination by the Employee) or (3) the date of
receipt of such Notice of Termination by the Employee (in the case of
termination by the Company for Cause).

     1.06 "PERSON" shall mean any individual, firm, corporation, partnership or
other entity.

     1.07 "TERMINATION DATE" shall mean the date required to be specified in the
Notice of Termination, or the last day of the Employment Term (as hereinafter
defined) if the employment of the Employee by the Company does not continue
thereafter.

     1.08 "TERMINATION OF EMPLOYMENT" shall mean the termination of the
Employee's actual employment relationship with the Company whether pursuant to
Section 10 hereof or upon expiration of the Employment Term.

     1.09 "TERMINATION UPON A CHANGE OF CONTROL" shall mean a Termination of
Employment after a Change of Control either:

          (a) initiated by the Company during the Employment Term in violation
of this Agreement;

          (b) initiated by the Company after the Employment Term for any reason
other than for Cause; or

          (c) initiated by the Employee upon any of the following occurrences:
(aa) a transfer of the Employee, without his express prior written consent, to a
location which is outside the Orlando, Florida metropolitan area, or which is
otherwise an unreasonable commuting distance from the Employee's principal
residence at the date of the Change of Control; (bb) any failure of the Company
to comply with Section 10 hereof; or (cc) the Base Salary of the Employee is
reduced to an amount less than the Base Salary in effect immediately prior to
the occurrence of such Change of Control.

                                       2
<PAGE>
 
     2.   EMPLOYMENT TERM.

     2.01 EMPLOYMENT TERM.  The employment term under this Agreement shall
          ---------------                                                 
commence as of the date hereof (the "Effective Date"), and shall continue until
September 1, 2001.  Thereafter, such employment term shall be renewed for
successive one-year terms unless and until either the Company or the Employee
elects not to renew by delivery of written notice to the other not later than
120 days prior to the expiration of the initial three (3) -year term or any
annual renewal term (the "Employment Term"). Notwithstanding any provisions to
the contrary contained herein, nothing in this Agreement shall be deemed to
create any obligation on the part of either party to renew this Agreement at any
time.

     2.02 TERMINATION.  The Employment Term may be terminated only in accordance
          -----------                                                           
with Section 10 hereof.

     3.   DUTIES AND RESPONSIBILITIES.  Unless modified by mutual written
consent, the Employee shall perform such services and discharge such duties and
responsibilities of a senior executive nature as may be prescribed from time to
time by the Board of Directors of the Company ("Board") or such other persons as
may be designated by the Board; provided, however, that the services performed
by, and the duties and responsibilities of, the Employee shall be consistent
with those usually associated with the position of Vice President and General
Counsel.  The Employee shall serve in the capacities, titles and positions with
respect to the Company, and perform all duties and accept all responsibilities
incidental to any such capacities, titles and positions, as the Board may
reasonably direct in conformity with the foregoing sentence.

     4.   EXTENT OF SERVICE.  The Employee shall devote his best efforts to the
business of the Company and shall devote his full time, attention and energy to
the performance of his services and the discharge of his duties and
responsibilities hereunder.  During the existence of the employment relationship
hereunder, the Employee shall not work, on either a part-time, full-time or
independent contracting basis, for any other business or enterprise without the
Company's prior written consent.

     5.   COMPENSATION.

     5.01 ANNUAL SALARY.  For all the services to be performed by the Employee
          -------------                                                       
hereunder, the Company shall pay the Employee a salary at the annual rate of no
less than $175,000, less withholding required by law.  The Board shall review
such salary at least annually, and shall make such adjustments in the Employee's
annual salary from time to time as may be appropriate under the circumstances,
but such annual salary shall not at any time be less than $175,000 per year.
Such salary shall be payable in installments at such times as the Company
customarily pays its other senior executives (but in any event not less often
than monthly).

     5.02 INCENTIVE COMPENSATION.  In addition to his annual Base Salary, the
          ----------------------                                             
Employee shall be designated a "Participant" under, and shall participate in,
the La-Man Corporation Senior Management Incentive Plan, commencing with the
fiscal year ending June 30, 2000.

                                       3
<PAGE>
 
     6.   BUSINESS EXPENSES; OTHER BENEFITS.

     6.01 COMPANY AUTO.  At Employee's option, the Company will supply the
          ------------                                                    
Employee with a leased auto in accordance with existing policies.

     6.02 BUSINESS EXPENSES.  The Company will reimburse the Employee for
          -----------------                                              
Company auto operating expenses and for all other ordinary, necessary and
reasonable out-of-pocket business expenses incurred by Employee in connection
with his performance of services hereunder in accordance with the Company's
expense approval procedures in effect from time to time.

     6.03 OTHER BENEFITS.  The Company will provide the Employee with such
          --------------                                                  
individual and dependant group medical insurance coverage, if any, and other
employment benefits as are or may in the future be provided by the Company to
its officer employees in accordance with the Company's policies.

     7.   CONFIDENTIAL INFORMATION.  The Employee acknowledges that, by reason
of his employment by and service to the Company, he will have access to
confidential information of the Company and its Affiliates, including, without
limitation, information and knowledge pertaining to products, developments,
improvements, methods of operation, sales and profit figures, customer and
client lists and relationships between the Company and its Affiliates and their
agents, customers, clients, suppliers and others who have business dealings with
them (collectively, "Confidential Information"). The Employee acknowledges that
such Confidential Information is a valuable and unique asset of the Company and
its Affiliates and, in consideration of the benefits specified in this
Agreement, covenants that, both during and after the termination of the
employment relationship between the parties hereto, he will not use any
Confidential Information or disclose any Confidential Information to any Person
(except as his duties as an employee of the Company or any Affiliate may
require) without the prior written authorization of the Board.  The obligation
of confidentiality imposed by this Section shall not apply to information which
becomes generally known in the industry through no act of the Employee in breach
of this Agreement or to information which the Employee is legally compelled to
disclose pursuant to subpoena, civil investigative demand or similar process (in
such event, the Employee promptly shall provide the Company with written notice
thereof in order to allow the Company to seek a protective order or other
appropriate remedy).

     8.   NON-COMPETITION.  The Employee acknowledges that he will acquire
specialized knowledge and experience in the business of the Company and its
Affiliates and that if his knowledge, experience, reputation or contacts are
used by or on behalf of the Employee to compete with the Company or its
Affiliates or to solicit employees or agents away from the Company or its
Affiliates, serious harm to the Company and its Affiliates may result.  In
consideration of the benefits specified in this Agreement, the Employee agrees
that during the Employee's employment by the Company and for a period of one (1)
year thereafter, subject to the performance by the Company of its obligations
under Section 10 hereof upon a Termination of Employment (whether prior to, or
as the result of, expiration of the Employment Term), the Employee shall not,
unless acting pursuant hereto or with the prior written consent of the Board,
directly or indirectly, render any services of a business, commercial, or
professional nature to any Person, whether for compensation or otherwise, within
the United States or elsewhere in competition with the Company or its Affiliates
or which is in conflict with the Company's or its Affiliates' interests, or
solicit for employment or in any other fashion hire any of the employees or
agents 

                                       4
<PAGE>
 
of the Company or its Affiliates or, with respect to the one (1)-year period
referred to above, any person who was an employee or agent of the Company or its
Affiliates at any time within six months prior to the termination of employment
hereunder; provided, however, that this provision shall terminate in the event
the employment of the Employee is terminated by the Company in violation of
Section 10 hereof. For the purpose of this Section 8, the phrases "in
competition with" and "in conflict with" shall not be deemed to apply to any
Person whose activities do not involve similar lines of business now or
hereafter undertaken by the Company or any Affiliate. In the event that the
provisions of this Section should ever be adjudicated to exceed the time,
geographic, service or product limitations permitted by applicable law in any
jurisdiction, then such provisions shall be deemed reformed in such jurisdiction
to the maximum time, geographic, service or product limitations permitted by
applicable law.

     9.   EQUITABLE RELIEF.  The Employee acknowledges that the restrictions
contained in Sections 7 and 8 hereof are, in view of the nature of the business
of the Company and its Affiliates, reasonable and necessary to protect the
legitimate interests of the Company, and that any violation of any provisions of
those Sections will result in irreparable injury to the Company.  The Employee
also acknowledges that the Company shall be entitled to temporary and permanent
injunctive relief, without the necessity of proving actual damages, and to an
equitable accounting of all earnings, profits and other benefits arising from
any such violation, which rights shall be cumulative and in addition to any
other rights or remedies to which the Company may be entitled.  In the event of
any such violation, the Company shall be entitled to commence an action for
temporary and permanent injunctive relief and other equitable relief in any
court of competent jurisdiction and Employee further irrevocably submits to the
jurisdiction of any California court or Federal court sitting in the Middle
District of Florida over any suit, action or proceeding arising out of or
relating to this Section 9.  The Employee hereby waives, to the fullest extent
permitted  by law, any objection that he may now or hereafter have to  such
jurisdiction or to the venue of any such suit, action or proceeding brought in
such a court and any claim that such suit, action or proceeding has been brought
in any inconvenient forum.  Effective service of process may be made upon the
Employee by mail under the notice provisions contained in Section 13 hereof.

     10.  TERMINATION.

     10.01  TERMINATION WITHOUT CAUSE.  The Company shall have the right to
            -------------------------                                      
terminate the employment of the Employee prior to expiration of the Employment
Term only as follows:

          (a) As the result of partial or total disability as provided in
Section 10.02 hereof;

          (b) Upon death of the Employee as provided in Section 10.03 hereof;

          (c) For Cause as provided in Section 10.04 hereof;

          (d) Upon breach by the Employee of his obligations under Section 7 or
Section 8 hereof; or

                                       5
<PAGE>
 
          (e) For any other, or for no, reason, provided that on or as soon as
practicable following the Termination Date, the Company pays to the Employee as
severance, less withholding required by law, in a single lump sum or, at the
Company's option, in equal installments corresponding to what would have been
the Employee's regular pay dates and amounts, an amount equal to the greater of:
                                                                     -----------
(1) 100% of the Employee's Base Salary or (2) the Base Salary that would have
otherwise have been payable to the Employee for the remainder of the Employment
Term.  Any severance payment pursuant to this subpart (e) shall be in addition
to, and not in lieu of, any unpaid salary, incentive compensation and other
benefits earned or accrued prior to the Termination Date.

The Employee acknowledges and agrees that the Company shall have no obligation
to pay any severance or other compensation to the Employee upon termination by
the Company for Cause or in the event the Employee elects to terminate such
employment other than as the result of the failure of the Company to perform its
obligations under this Section 10.

     10.02     PARTIAL OR TOTAL DISABILITY.  In the event that the Employee is
               ---------------------------                                    
unable to perform his duties and responsibilities hereunder to the full extent
required hereunder by reason of illness, injury or incapacity for six
consecutive months (herein defined as a "Disability") (during which time, if
during the Employment Term, he shall be entitled to receive payments of the
difference between the Employee's Base Salary and incentive compensation during
such time, or portion thereof, and the payments to which the Employee is
entitled pursuant to any applicable disability insurance policy (less
withholding required by law), each such payment calculated and payable at the
times corresponding to what would have been the Employee's regular pay dates
during such time), the Employment Term may be terminated by the Company and the
Company shall have no further liability or obligation hereunder to the Employee
except for unpaid salary, incentive compensation and benefits accrued through
the date of termination.  The Employee agrees, in the event of any dispute under
this Section 10.02, to submit to a physical examination by a licensed physician
selected by the Company, the cost of such examination to be paid by the Company.

     10.03     DEATH.  In the event that the Employee dies, the Employment Term
               -----                                                           
shall terminate and thereafter the Company shall have no liability or obligation
to the Employee, his executors, administrators, heirs, assigns or any other
person claiming   under or through him except for unpaid salary, incentive
compensation and benefits accrued to the date of his death.  Such payments shall
be made to the Employee's surviving spouse, or if none, to the Employee's
surviving children, and the surviving issue of deceased children, in equal
shares per stirpes, or if none, to the Employee's estate.

     10.04     CAUSE.  Nothing in this Employment Agreement shall be construed
               -----                                                          
to prevent the termination of the Employment Term by the Company at any time for
Cause.  The termination of the Employee's employment hereunder for Cause shall
not be effective until delivery to the Employee of a written decision of the
Board (after notice in writing to the Employee as provided in Section 1.03) of
the basis for such termination and an opportunity for the Employee, together
with his counsel, to be heard before the Board), finding that in the good faith
opinion of the Board the Employee committed conduct constituting Cause and
specifying the particulars thereof in conformity with the requirements for a
Notice of Termination.

                                       6
<PAGE>
 
     10.5 CHANGE OF CONTROL
          -----------------

          (a) Renewal of Employment Term. In the event of a Change of Control
              --------------------------
during the Employment Term, the Employment Term of this Agreement shall be
renewed automatically for a new three-year term which shall commence as of the
time and date of the Change of Control, and following the expiration of such
renewed three-year term the Employment Term shall be subject to the extension
provisions set forth in Section 2(a) hereof.

          (b) Notice of Termination. Any Termination upon a Change of Control
              ---------------------
(other than upon the death of the Employee) shall be communicated by a Notice of
Termination to the other party hereto.

          (c) Severance.  Subject to the provisions of Section 10.05(g) hereof:
              ---------                                                        

              (1) in the event of the Employee's Termination upon or following a
     Change of Control, except as set forth in (2) below the Company shall pay
     to the Employee an amount in cash equal to the greater of (aa) 200% of the
                                                    ----------
     Employee's Base Salary in effect immediately prior to such Termination of
     Employment or (bb) the Employee's Base Salary described in (aa) above for a
     period equal to the remaining portion of the Employment Term; and

              (2) at the option of the Company, the payments required pursuant
     to (1) above shall be made either (aa) in equal installments paid in the
     amounts, less withholding required by law, and at the times corresponding
     to what would have been the Employee's regular periodic salary payments and
     pay dates or (bb) in one lump sum, payable within 15 days after the
     Termination Date, discounted to present value using (i) a period equal to
     two years or the remaining portion of the Employment Term, whichever is
     longer, and (ii) a discount rate equal to the 90-day United States 
     Treasury-bill rate in effect on the date of the Termination upon a Change
     of Control.

          (d) Other Payments. Subject to the provisions of Section 10.05(g)
              --------------
hereof, in the event of the Employee's Termination upon or following a Change of
Control, the Company shall:

              (1) pay to the Employee within 15 days after the Termination Date,
     to the extent not theretofore paid, the Employee's Base Salary through the
     Termination Date and a further amount equal to the Employee's salary in
     lieu of his unused vacation pay, if any, both calculated at the rate in
     effect on the Termination Date or, if higher, at the highest rate in effect
     at any time within the 90-day period immediately preceding the Termination
     Date; and

              (2) to the extent permitted by applicable law, continue or cause
     to be continued for a period of two (2) years or the remaining portion of
     the Employment Term on the date of the Termination of Employment, whichever
     is longer, on the cost-sharing basis in effect immediately prior to the
     Change of Control, medical, dental, life, automobile and travel accident
     insurance benefits (and, at the option of the Employee, disability
     insurance benefits) substantially equivalent in all material respects to
     those furnished by the Company and its Affiliates to the Employee and his
     covered dependents immediately prior to the Change of Control; provided,
                                                                    --------
     however, that the obligation of the Company to provide such benefits shall
     cease at such time as the Employee is employed on a full-time basis by a
     corporation not owned or controlled by the

                                       7
<PAGE>
 
     Employee and such corporation provides the Employee, on substantially the
     same cost-sharing basis between the Company and the Employee in effect
     immediately prior to the Change of Control, with medical, dental, life,
     automobile, travel accident and disability insurance benefits substantially
     equivalent in all material respects to those furnished by the Company and
     its Affiliates to the Employee immediately prior to the Change of Control.

          (e) Amounts Payable.  In no event shall an asserted violation of the
              ---------------                                                 
provisions of Sections 7 or 8 hereof constitute a basis for deferring or
withholding any amounts otherwise payable to the Employee under this Section 10.

          (f) No Set-Off. The Company's obligation to make the payments provided
              ----------
for and otherwise to perform its obligations under this Section 10.05 hereof,
shall not be affected by any circumstances, including, without limitation, any
set-off, counterclaim, recoupment, defense or other right which the Company may
have against the Employee or others.

          (g) Certain Reductions of Payments.
              ------------------------------ 

              (1) Anything in this Agreement to the contrary notwithstanding, in
     the event that it shall he determined that any payment or distribution by
     the Company to or for the benefit of the Employee, whether paid or payable
     or distributed or distributable pursuant to the terms of Section 10 hereof
     or otherwise (a "Payment"), would constitute an "excess parachute payment"
     within the meaning of Section 280G of the Internal Revenue Code of 1986, as
     amended (the "Code"), and that it would be economically advantageous to the
     Employee to reduce the Payment to avoid or reduce the taxation of excess
     parachute payments under Section 4999 of the Code, the aggregate present
     value of amounts payable or distributable to or for the benefit of the
     Employee pursuant to this Agreement (such payments or distributions
     pursuant to this Agreement are hereinafter referred to as "Agreement
     Payments") shall be reduced (but not below zero) to the Reduced Amount. The
     "Reduced Amount" shall be an amount expressed in present value which
     maximizes the aggregate present value of Agreement Payments without causing
     any Payment to be subject to taxation under Section 4999 of the Code. For
     purposes of this Section 10.05(g), present value shall be determined in
     accordance with Section 280G(d)(4) of the Code.

              (2) All determinations to be made under this Section 10.05(g)
     shall be made by the Company's independent public accountant immediately
     prior to the Change of Control (the "Accounting Firm"), which firm shall
     provide its determinations and any supporting calculations both to the
     Company and the Employee within ten days of the Termination Date. Any such
     determination by the Accounting Firm shall be binding upon the Company and
     the Employee. The Employee shall in his sole discretion have the option to
     determine which and how much of the Agreement Payments shall be eliminated
     or reduced consistent with the requirements of this Section 10.05(g).
     Within five days after the Employee's determination, the Company shall pay
     (or cause to be paid) or distribute (or cause to be distributed) to or for
     the benefit of the Employee such amounts as are then due to the Employee
     under this Section 10.05(g).

                                       8
<PAGE>
 
              (3) As a result of the uncertainty in the application of Section
     280G of the Code at the time of the initial determination by the Accounting
     Firm hereunder, it is possible that Agreement Payments may have been made
     by the Company which should not have been made ("Overpayment") or that
     additional Agreement Payments which have not been made by the Company could
     have been made ("Underpayment"), in each case, consistent with the
     calculations required to be made hereunder. Within two years after the
     Termination of Employment, the Accounting Firm shall review the
     determination made by it pursuant to the preceding paragraph. In the event
     that the Accounting Firm determines that an overpayment has been made, any
     such Overpayment shall be treated for all purposes as a loan to the
     Employee which the Employee shall repay to the Company together with
     interest at the applicable Federal rate provided for in Section 7872(f)(2)
     of the Code (the "Federal Rate"); provided, however, that no amount shall
                                       --------
     be payable by the Employee to the Company if and to the extent such payment
     would not reduce the amount which is subject to taxation under Section 4999
     of the Code. In the event that the Accounting Firm determines that an
     Underpayment has occurred, any such Underpayment shall be promptly paid by
     the Company to or for the benefit of the Employee together with interest at
     the Federal Rate.

              (4) All of the fees and expenses of the Accounting Firm in
     performing the determinations referred to in this Section 10.05(g) shall be
     borne solely by the Company. The Company agrees to indemnify and hold
     harmless the Accounting Firm of and from any and all claims, damages and
     expenses resulting from or relating to its determinations pursuant to this
     Section 10.05(g), except for claims, damages or expenses resulting from the
     gross negligence or willful misconduct of the Accounting Firm.

          (h)  Settlement of All Disputes.
               -------------------------- 

              (1) In the event of any dispute, controversy or claim arising out
     of or relating to any provision of this Agreement or the Employee's
     Termination upon a Change of Control, any such dispute, controversy or
     claim shall be settled by arbitration in the City of Orlando, Florida, in
     accordance with the commercial arbitration rules then in effect of the
     American Arbitration Association, before a panel of three arbitrators, two
     of whom shall be selected by the Company and the Employee, respectively,
     and the third of whom shall be selected by the other two arbitrators. Each
     arbitrator selected as provided herein is required to be or have been a
     director or an executive officer of a corporation whose shares of common
     stock were listed during at least one year of such service on the New York
     Stock Exchange or the American Stock Exchange or quoted on the National
     Association of Securities Dealers Automated Quotations System. Any award
     entered by the arbitrators shall be final, binding and nonappealable and
     judgment may be entered thereon by any party in accordance with applicable
     law in any court of competent jurisdiction. Federal rules of discovery in
            ---
     civil litigation shall be applicable in any such arbitration proceeding.
     This arbitration provision shall be specifically enforceable.

              (2) The party or parties challenging the right of the Employee to
     the benefits of this Agreement shall in all circumstances have the burden
     of proof.

                                       9
<PAGE>
 
          (i) Term, Position, Duties and Compensation.
              --------------------------------------- 

              (1) The rights to payments pursuant to this Section 10.05 in the
     event of a Termination upon a Change of Control shall continue regardless
     of whether the Employment Term has terminated, and the terms of this
     Section 10.05 shall thereafter continue until all of the obligations of the
     parties hereunder are satisfied or have expired.

              (2) In the event the Employment Term is terminated after a Change
     of Control and the Employee continues to be employed by the Company, the
     duties and responsibilities of the Employee with the Company shall be
     determined as set forth in Section 3 hereof.

              (3) The Base Salary, benefits and perquisites of the Employee
     shall be as determined from time to time by the Board or such other persons
     as may be designated by the Board, provided, however, that (aa) during the
     Employment Term prior to a Change of Control, the Base Salary of the
     Employee shall in no event be less than the amount required to be paid by
     the Company as annual salary during the Employment Term pursuant to Section
     5.01 hereof, and (bb) during the employment of the Employee after a Change
     of Control, regardless of whether the Employment Term has terminated, the
     Base Salary of the Employee shall in no event be less than the greater of
     (i) the amount required to be paid by the Company as annual salary during
     the Employment Term pursuant to Section 5.01 hereof or (ii) the Employee's
     Base Salary in effect immediately prior to the Change of Control. During
     the Employment Term prior to a Change of Control, and during the employment
     of the Employee by the Company after a Change of Control, regardless of
     whether the Employment Term has terminated, the benefits and perquisites
     shall be at least equivalent to, in the aggregate, those provided to the
     Employee by the Company, or any present or future Subsidiary or Affiliate,
     as of the Commencement Date or at any time thereafter.

          (j)  Successor Company/Guaranty.
               -------------------------- 

              (1) The Company shall require any successor or successors (whether
     direct or indirect, by purchase, merger, consolidation or otherwise) to all
     or substantially all of the business and/or assets of the Company, by
     agreement in form and substance reasonably satisfactory to the Employee, to
     acknowledge expressly that this Agreement is binding upon and enforceable
     against the Company in accordance with the terms hereof, and to become
     jointly and severally obligated with the Company to perform this Agreement
     in the same manner and to the same extent that the Company would be
     required to perform if no such succession or successions had taken place.
     Failure of the Company to obtain such agreement prior to the effectiveness
     of any such succession shall be a breach of this Agreement and may be
     deemed to be a Termination Upon a Change of Control at the option of the
     Employee. As used in this Agreement, the Company shall mean the Company as
     hereinbefore defined and any such, successor or successors to its business
     and/or assets, jointly and severally.

              (2) In the event the Company ceases to be a publicly-traded
     corporation after a Change of Control, the controlling Person of the
     Company, or any successor or successors

                                       10
<PAGE>
 
     (whether direct or indirect, by purchase, merger, consolidation or
     otherwise) to all or substantially all of the business and/or assets of the
     Company, shall expressly guarantee in writing the obligations of the
     Company pursuant to this Agreement, such written guarantee to be in form
     and substance reasonably satisfactory to the Employee. Failure of the
     Company to obtain such written guarantee prior to the date on which the
     Company ceases to be a publicly-traded corporation shall be a breach of
     this Agreement and may be deemed to be a Termination Upon a Change of
     Control at the option of the Employee.

     10.06  EFFECT OF TERMINATION.  In the event of a Termination of
            ---------------------                                   
Employment, upon the satisfaction and performance by the Company of its
obligations under this Section 10, the Company and its Affiliates and their
respective shareholders, directors, officers, and employees, shall be deemed
fully released by the Employee, and that if employee agrees that such
satisfaction and performance by the Company of its obligations under this
Section 10 shall constitute a full release and discharge from any and all
claims, rights, demands, actions, obligations, and causes of action of any and
all kind, nature, and character, known or unknown, which the Employee may now
have or may have had against the Company or any predecessor to the termination
of employment, including, but not limited to, any claims to any federal or state
agencies, or lawsuits in federal or state courts against the Company alleging
discrimination (including, but not limited to, claims arising under the Civil
Rights Act of 1866, as amended, the Civil Rights Act of 1964, as amended, the
Age Discrimination in Employment Act of 1967, the Americans with Disabilities
Act of 1990, and the Civil Rights Act of 1991), workers' compensation claims,
any claim related to employment contracts, express or implied, or any other
claims related to Employee's employment or association with the Company or the
circumstances surrounding Employee's employment or association with the Company,
or the termination thereof.

     10.07  RETURN OF COMPANY PROPERTY.  Promptly following any Termination
            --------------------------                                     
of Employment, the Employee shall turn over and surrender to the Company all
property of the Company then in his possession, including without limitation
Company automobiles, automobile keys and office keys, credit cards, debit cards,
telephone calling cards, and all business and financial records, statements,
memoranda, notebooks, correspondence and other documentation, and the Employee
shall not retain in his actual or constructive possession copies or
reproductions of any of said items of property or information without the prior
written approval of the Company, the Employee hereby acknowledging that all of
said items are and shall remain the sole and exclusive property of the Company
and that following any Termination of Employment the Employee shall not have any
ownership interest in or right to use, either for his personal benefit or the
benefit of others, any of such items of property or information.

     11.  SURVIVAL.  Notwithstanding the termination of the employment
relationship between the parties hereto, the obligations of the Employee under
Sections 7, 8, 9, 10.05 and 10.06 hereof shall survive and remain in full force
and effect and the Company shall be entitled to equitable relief against the
Employee pursuant to the provisions of Section 9 hereof.  In addition to and not
in limitation of the provisions of the preceding sentence, notwithstanding any
such termination of the employment relationship between the parties hereto,
obligations of the Company under this Agreement that are intended pursuant to
the terms hereof to survive any such termination shall survive and remain in
full force and effect and such obligations shall be enforceable by the Employee
in accordance with the provisions of this Agreement.

                                       11
<PAGE>
 
     12.  NOTICE.  Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, telegraphed,
telexed, sent by facsimile transmission (provided acknowledgment of receipt
thereof is delivered to the sender) or sent by certified, registered or express
mail, postage prepaid.  Any such notice shall be deemed given when so delivered
personally, telegraphed, telexed or sent by facsimile transmission or, if
mailed, three days after the date of deposit in the United States mails as
follows:

                        If to Employee, to:

                                Marshall S. Harris
                                2443 Via Sienna
                                Winter Park, FL  32789

                        If to the Company, to:

                                La-Man Corporation
                                5029 Edgewater drive
                                Orlando, FL  32810
                                Attention:  J. William Brandner
                                            President & CEO

or to such other names or addresses as the Company or the Employee, as the case
may be, shall designate by notice to the other parties hereto in the manner
specified in this section.

     13.  REVIEW.  The Employee represents and acknowledges that (a) he has been
advised by the Company to consult his own legal counsel with respect to this
Agreement and (b) he has had full opportunity, prior to execution of this
Agreement, to review thoroughly this Agreement with his counsel.

     14.  GOVERNING LAW.  This Agreement shall be governed by, and construed and
interpreted under, the laws of the State of Florida without giving effect to any
conflict of laws provisions.

     15.  CONTENTS OF AGREEMENT; AMENDMENT AND ASSIGNMENT.  This Agreement sets
forth the entire understanding between the parties hereto with respect to the
subject matter hereof and supersedes any and all other employment agreements or
arrangements between the parties hereto, including without limitation any prior
or existing employment or consulting agreements between the Company and the
Employee, and the Employee hereby releases and forever discharges the Company
and all of its respective Affiliates, shareholders, directors, officers,
employees and agents from any and all claims for additional fixed or incentive
compensation or other benefits, or other claims or causes of action of any
nature whatsoever arising out of or in connection with or under any and all such
other agreements, express or implied it being the mutual intent of the Company
and the Employee that any and all such agreements are superseded in their
entirety by this Agreement.  This Agreement cannot be changed, modified or
terminated except upon written amendment duly executed by the parties hereto.
All of the terms and provisions of this Agreement shall be binding upon and
inure to the benefit of and be enforceable by the respective heirs,
representatives, successors and assigns of the parties hereto, except that the
duties and responsibilities of the Employee hereunder are of a personal nature
and shall not be 

                                       12
<PAGE>
 
assignable in whole or in part by the Employee. The Employee acknowledges that,
from time to time, the Company may establish, maintain and distribute employee
manuals or handbooks or personnel policy manuals, and officers or other
representatives of the Company may make written or oral statements relating to
personnel policies and procedures. Such manuals, handbooks and statements are
intended only for general guidance. No policies, procedures or statements of any
nature by or on behalf of the Company (whether written or oral, and whether or
not contained in any employee manual or handbook or personnel policy manual),
and no acts or practices of any nature, shall be construed to modify this
Agreement.

     16.  SEVERABILITY.  If any provision of this Agreement or application
thereof to anyone or under any circumstances is adjudicated to be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect any other provisions or applications of this Agreement which can be given
effect without the invalid or unenforceable provision or application and shall
not invalidate or render unenforceable such provision in any other jurisdiction.

     17.  ENFORCEMENT; NO MITIGATION; NON-EXCLUSIVITY.

     17.01  Any party to this Agreement that is required to incur any
expenses associated with the enforcement of such party's rights under this
Agreement, whether by arbitration, litigation, other legal action or otherwise,
shall be entitled, upon successfully enforcing any such rights, to recover from
the party against whom such rights were successfully enforced all such costs and
expenses (including all reasonable attorneys' fees and expenses).  For purposes
of this Section 17.01, "successfully enforcing" shall mean the attainment of a
final and binding determination pursuant to any arbitration, litigation, or
other legal action awarding damages, equitable relief or other relief for the
enforcement of the rights of any party hereunder.

     17.02  This Agreement negates and supersedes in their entirety any and
all other employment agreements between Employee and the Company;
notwithstanding the foregoing, nothing in this Agreement shall prevent or limit
the Employee's continuing or future participation in or rights under any
benefit, bonus, incentive or other plan or program provided by the Company or
any present or future Subsidiary or Affiliate and for which the Employee may
qualify.

     18.  REMEDIES CUMULATIVE; NO WAIVER.  No remedy conferred by this Agreement
is intended to be exclusive of any other remedy, and each and every such remedy
shall be cumulative and shall be in addition to any other remedy given hereunder
or now or hereafter existing at law or in equity.  No delay or omission in
exercising any right, remedy or power hereunder or existing at law or in equity
shall be construed as a waiver thereof, and any such right, remedy or power may
be exercised from time to time and as often as may be deemed expedient or
necessary.

     19.  HEADINGS.  All section headings contained in this Agreement are for
convenience of reference only, do not form a part of this Agreement and shall
not affect in any way the meaning or interpretation of this Agreement.

                                       13
<PAGE>
 
     IN WITNESS WHEREOF, the undersigned have executed or caused to be executed
this Agreement as of the date first above written.


                                        LA-MAN CORPORATION

                                        By:  /s/ J. William Brandner
                                           --------------------------------
                                           J. William Brandner, President


                                             /s/  Marshall S. Harris
                                           --------------------------------
                                           MARSHALL S. HARRIS

                                       14