EMPLOYMENT AGREEMENT

            AGREEMENT  made  the 18th day of May,  2004 by and  between  Capitol
First Corporation, a Nevada corporation (the "Company"), and Monica A. Schreiber
(the "Employee").

                               W I T N E S S E T H

            WHEREAS,  the Company wishes to assure itself of the services of the
Employee,  and the Employee  wishes to serve in the employ of the Company,  upon
the terms and conditions hereinafter set forth.

            NOW,  THEREFORE,  in  consideration  of the  premises and the mutual
agreements  hereinafter set forth,  the parties hereto,  intending to be legally
bound, hereby agree as follows:

      1. Employment,  Term. The Company hereby employs the Employee on the terms
hereinafter  set forth for a period  of two (2)  years  commencing  on May 18th,
2004, and ending on May 17th, 2006; provided that such employment shall continue
after May 17th, 2006,  unless either party has given written notice to the other
party by no later than April 17th,  2006,  of its  intention  to  terminate  the
Employee's employment on May 17th, 2006.

      2. Position,  Duties. The Employee shall serve as Vice President and Chief
Financial  Officer of the Company,  or in such other related  capacity as may be
assigned by the Chief  Executive  Officer of the Company ("CEO") or his designee
or  successor.  The  Employee  shall  report to, and shall have such  duties and
responsibilities  as shall  be  assigned  to the  Employee  by the  CEO,  or his
designee   or   successor.   The   Employee   shall   perform   her  duties  and
responsibilities  hereunder faithfully and diligently. The Employee shall devote
her full  business  time and  attention  to the  performance  of her  duties and
responsibilities hereunder. The Employee hereby represents that she is not bound
by any confidentiality agreements or restrictive covenants which restrict or may
restrict her ability to perform her duties  hereunder,  and agrees that she will
not  enter  into  any  such  agreements  or  covenants  during  the  term of her
employment  hereunder,  except such  restrictive  covenants  or  confidentiality
agreements which are required by the Company.

      3. Compensation.

         3.1  Base Salary.   During the term of this Agreement, in consideration
of the  performance  by the  Employee of the services set forth in Section 2 and
her  observance of the other  covenants set forth herein,  the Company shall pay
the Employee, and the Employee shall accept, a base salary at the rate of ninety
thousand ($90,000.00) per annum, payable in accordance with the standard payroll
practices of the Company. In addition to the base salary payable hereunder,  the
Employee may be entitled to receive  merit  increases in salary  during the term
hereof  in  such  amount  and at  such  times  as  shall  be  determined  by the
Compensation  Committee of the Board of Directors in its sole discretion.  In no
event  shall the failure to grant any such  increase  (or the amount of any such
increase) give rise to a claim by the Employee under this Agreement.


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         3.2  Bonus.  The Employee  shall be eligible to receive an annual bonus
based  on  achievement  of  quantitative  and  qualitative   goals  as  mutually
established  by the  CEO and  the  Employee,  as  approved  by the  Compensation
Committee of the Board of Directors.  Any bonus awarded  hereunder shall be paid
contemporaneously  with other  discretionary  bonuses  paid to  officers  of the
Company.

         3.3  Stock and Stock  Options.  The Employee  shall be  granted  thirty
thousand (30,000) shares of restricted  common stock,  provided that such shares
shall vest ratably at the end of each quarter of the term of this Agreement.  In
addition,  the Employee  shall be eligible to  participate in any Stock Purchase
Agreement or Stock  Option Plan which may from time to time become  available to
other officers of the Company.

         3.4  Fees/Commissions.  The  Employee  shall  be  eligible  to  receive
compensation  in the form of  fees/commissions  earned  for  finding a  business
opportunity that is subsequently closed by the Company, subject to disclosure to
the Board of Directors, proper authorization of the transaction by a majority of
the disinterested Directors, and compensation to be based on industry standards.

      4. Expense Reimbursement.  During the term of the Employee's employment by
the Company pursuant to this Agreement,  consistent with the Company's  policies
and  procedures  as may be in  effect  from  time to  time,  the  Company  shall
reimburse the Employee for all reasonable and necessary  out-of-pocket  expenses
incurred by her in connection with the performance of her duties hereunder, upon
the  presentation of proper  accounts  therefor in accordance with the Company's
policies.

      5. Other  Benefits.  During the term of the  Employee's  employment by the
Company  pursuant to this  Agreement,  the Employee shall be entitled to receive
three (3) weeks paid vacation time per annum and such other  benefits  including
without limitation  customary medical,  dental,  vision,  short term disability,
long term  disability and life insurance as are from time to time made available
to other similarly situated  employees of the Company,  on the same terms as are
available to such similarly  situated  employees,  it being  understood that the
Employee shall be required to make the same  contributions and payments in order
to receive any of such  benefits as may be required of such  similarly  situated
employees.

      6. Termination of Employment.

         6.1 Death. In the event of the death of the Employee during the term of
this   Agreement,   the  Company   shall  pay  to  the  estate  or  other  legal
representative  of the Employee  (i) the salary  provided for in Section 3.1 (at
the annual rate then in effect)  accrued to the Employee's date of death and not
theretofore paid, and (ii) in the discretion of the CEO of the Company, and then
only if the  quantitative  and  qualitative  goals  have  been  met,  the  bonus
described  within section 3.2,  above,  prorated to the Employee's date of death
and payable only at such time as other discretionary  bonuses for the applicable
year are paid to other  officers of the  Company,  and the estate or other legal
representative  of  the  Employee  shall  have  no  further  rights  under  this
Agreement.

         6.2 Disability. If the Employee shall become incapacitated by reason of
sickness  accident or other physical or mental disability and shall for a period


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of thirty (30) consecutive  calendar days be unable to perform his normal duties
hereunder,  with or without  reasonable  accommodation,  the  employment  of the
Employee  hereunder may be terminated by the Company upon thirty (30) days prior
written  notice to the Employee.  Promptly after such  termination,  the Company
shall pay to the Employee the salary  provided for in Section 3.1 (at the annual
rate then in effect) accrued to the date of such termination and not theretofore
paid.  Additionally,  in the event of termination under this section 6.2, in the
discretion  of the CEO of the  Company,  and then only if the  quantitative  and
qualitative  goals  have  been met,  the  Company  shall,  at such time as other
discretionary  bonuses for the applicable year are paid to other officers of the
Company,  pay to the Employee the bonus  described  within  section 3.2,  above,
prorated  to the  date of the  Employee's  termination  hereunder.  Neither  the
Employee nor the Company shall have any further rights or obligations under this
Agreement, except as provided in Sections 7, 8, 9, and 10.

         6.3  Due  Cause.  The  employment  of  the  Employee  hereunder  may be
terminated by the Company at any time during the term of this  Agreement for Due
Cause.  Said  termination  shall be evidenced by written  notice  thereof to the
Employee, which notice shall specify the cause for the termination. For purposes
of this Agreement, the term "Due Cause" shall be defined as (i) the inability of
the  Employee,  for any reason other than  authorized  vacation,  to perform her
duties under this Agreement for a thirty (30)  consecutive  calendar day period;
(ii)  dishonesty;  (iii) theft;  (iv)  indictment on a felony;  (v) any material
breach of this  Agreement;  (vi) the  failure of the  Employee,  for any reason,
within five (5) calendar days after receipt by the Employee of a written  notice
from the Company,  to correct,  cease, or otherwise alter any conduct or failure
to act by the Employee  which the  Company,  in its sole  discretion,  considers
insubordination or which the Company considers material to its operation;  (vii)
the failure of the  Employee,  within thirty (30) calendar days after receipt by
the  Employee  of a written  notice from the  Employer,  to  materially  improve
performance  which  the  Employer,  in  its  reasonable  discretion,   considers
unsatisfactory;  and (viii) any other act, omission, or series or combination of
same  which the law  recognizes  as  constituting  "cause"  for  termination  of
employment.  Promptly  after  such  termination,  the  Company  shall pay to the
Employee  the salary  provided  for in Section  3.1 (at the annual  rate then in
effect)  accrued  to the  date of such  termination  and not  theretofore  paid.
Neither  the  Employee  nor  the  Company  shall  have  any  further  rights  or
obligations  under this  Agreement,  except as provided in Sections 7, 8, 9, and
10.

         6.4 Severance Benefits.

         Notwithstanding  any  provision  to the  contrary  in  this  Agreement,
Section 6.4 shall not be binding on the Company until and unless the Company has
not less than two  consecutive  quarters in which the Company has net  operating
profits derived from its normal course of business.

            (a)  Change in  Control.  A "Change in  Control"  shall be deemed to
occur (1) on the effective date of any merger, consolidation,  or reorganization
which results in the holders of the outstanding voting securities of the Company
(determined  immediately prior to such merger or consolidation) owning less than


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an majority of the outstanding  voting  securities of the surviving  corporation
(determined immediately following such merger or consolidation),  or any sale or
transfer by the Company of all or substantially all of its assets; or (2) on the
date of closing of any tender offer or exchange  offer for, or the  acquisition,
directly or indirectly, by any person or group of, all or a majority of the then
outstanding voting securities of the Company.  Notwithstanding the foregoing,  a
Change in Control  shall not be deemed to occur if the Company  either merges or
consolidates  with or into  another  company  or  sells  or  disposes  of all or
substantially   all  of  its  assets  to  another   company,   if  such  merger,
consolidation,   sale  or  disposition   is  in  connection   with  a  corporate
restructuring  wherein the stockholders of the Company  immediately  before such
merger,  consolidation,  sale,  or  disposition  own,  directly  or  indirectly,
immediately following such merger, consolidation,  sale, or disposition at least
a majority of the combined voting power of all outstanding classes of securities
of the  Company  resulting  from such merger or  consolidation,  or to which the
Company sells or disposes of its assets, in substantially the same proportion as
their ownership in the Company  immediately  before such merger,  consolidation,
sale, or disposition.

            (b) Good  Reason.  "Good  Reason"  shall mean (i) a reduction in the
Employee's  annual base salary;  or (ii) a change in the  Employee's  duties and
responsibilities  which  represents  a  substantial  reduction of the duties and
responsibilities  which existed  immediately  prior thereto or the assignment to
the Employee of any substantial new duties or responsibilities inconsistent with
those which existed  immediately prior thereto;  or (iii) the requirement by the
Company that the Employee  (without the consent of the Employee) be based at any
place outside of South  Florida,  except for reasonably  required  travel on the
Company's business.

            (c) Right to Severance  Benefit.  The Employee  shall be entitled to
receive from the Company a Severance  Benefit in the amount  provided in Section
6.4(d)  if (i) a Change  in  Control  occurs  and,  (ii)  within  two (2)  years
thereafter the Employee  terminates  employment with the Company for Good Reason
or the Company terminates the Employee's employment for any reason other than as
set forth in Sections 6.1, 6.2, or 6.3, above.

            (d) Amount of Severance  Benefit.  If the  Employee's  employment is
terminated under circumstances  entitling the Employee to a Severance Benefit as
provided in Section  6.4(c),  the  Employee  shall be entitled to the  following
benefits:

            (i) the Company  shall pay to the Employee as  severance  pay and in
lieu of any further salary or bonus for periods  subsequent to  termination,  an
amount  in cash  equal to 50% of the  Employee's  annual  base  salary in effect
immediately  prior  to such  termination.  Furthermore,  the  Employee  shall be
entitled to receive a bonus,  prorated to the date of  termination,  if, through
the  date of  termination,  the  quantitative  and  qualitative  goals  mutually
established  by the CEO and the  Employee  and as approved  by the  Compensation
Committee,  as the bonus criteria for the year in which the termination  occurs,
have been met or (if the  termination  occurs prior to the end of the applicable
year) are reasonably on track to be met.

            (ii) for six months  subsequent  to the  Employee's  termination  of
employment,  the Company shall at its expense continue on behalf of the Employee


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and her  dependents and  beneficiaries,  the medical and dental  benefits,  life
insurance,  short term disability insurance and long term disability  insurance,
if  any,  which  were  being  provided  to the  Employee  immediately  prior  to
termination  of  employment.  The benefits  provided in this section  6.4(d)(ii)
shall be no less favorable to the Employee,  in terms of amounts and deductibles
and costs to the  Employee,  than the coverage  provided the Employee  under the
plans  providing such benefits at the time of  termination  of  employment.  The
Company's obligation hereunder to provide the foregoing benefits shall terminate
if the  Employee  obtains  coverage  under a subsequent  employer's  medical and
dental,  life  insurance,  short  term  disability  insurance  and or long  term
disability insurance benefit plans.

            (iii) the amounts provided for in section 6.4(d)(i) shall be paid in
the  same  periodic   installments  as  the  Employee's  salary  had  been  paid
immediately  prior to the  termination  of the Employee and shall  commence upon
termination;  provided,  however  that any pro rata  bonus  due and  payable  as
specified in 6.4(d)(i)  shall be paid within  thirty (30) days after the date of
Employee's termination.  Except as set forth in Section 6.4(d)(ii),  no benefits
payable hereunder will be reduced on account of Employee's  procurement of other
employment.

            (iv)  notwithstanding  the  foregoing,  if any payment to or for the
benefit of the Employee under this Agreement either alone or together with other
payments to or for the benefit of the  Employee  would  constitute  a "parachute
payment" (as defined in Section 280G of the  Internal  Revenue Code of 1986,  as
amended (the "Code")), the payments under this Agreement shall be reduced to the
largest amount that will eliminate both the imposition of the excise tax imposed
by Section 4999 of the Code and the  disallowance  of  deductions to the Company
under Section 280G of the Code for any such  payments.  The amount and method of
any reduction in the payments  under this  Agreement  pursuant to this paragraph
shall be as reasonably determined by the Company.

         6.5  Vesting  of Stock  and Options.  If the Employee's  employment  is
terminated by the Company in connection with a Change in Control, (i) all of the
Employee's  unvested shares, as defined in any Stock Purchase  Agreement then in
effect,  shall become Vested Shares and (ii) and any options granted pursuant to
any Stock Option Plan then in effect, shall become fully vested options.

         6.6 Other  Termination  by the Company.  The Company may  terminate the
Employee's  employment prior to the expiration of the term of this Agreement for
whatever reason it deems appropriate;  provided, however, that in the event that
such  termination is not pursuant to Sections 6.1, 6.2 or, 6.3, and the Employee
is not  otherwise  entitled to severance  benefits  pursuant to section 6.4, the
Company  shall  continue  to pay to the  Employee  (or his estate or other legal
representative  in the case of the  death  of the  Employee  subsequent  to such
termination),  in the same periodic  installments as his annual salary was paid,
the salary  provided for in Section 3 (at the annual rate then in effect)  until
the earlier of (a) the then  scheduled  expiration of the term hereof or (b) six
(6) months following the date of such termination.  Neither the Employee nor the
Company  shall have any  further  rights or  obligations  under this  Agreement,
except as provided in Sections 7, 8, 9, and 10.


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         6.7 Rights to Benefits.  Except as  otherwise  set forth  herein,  upon
termination  of  employment  under any  provision  contained  in this Section 6,
rights and benefits of the  Employee,  her estate or other legal  representative
under the employee  benefit  plans and programs of the Company,  if any, will be
determined  in  accordance  with the  terms  and  provisions  of such  plans and
programs.  Neither the Employee nor the Company shall have any further rights or
obligations  under this  Agreement,  except as provided in Sections 7, 8, 9, and
10.

      7. Confidential Information.

         7.1 (a) The Employee shall,  during the Employee's  employment with the
Company  and at all  times  thereafter,  treat  all  confidential  material  (as
hereinafter  defined)  of the  Company  or any  of the  Company's  subsidiaries,
affiliates  or parent  entities  (the  Company and the  Company's  subsidiaries,
affiliates and parent entities being hereinafter collectively referred to as the
"Company  Group")  confidentially.  The  Employee  shall not,  without the prior
written consent of the CEO,  disclose such  confidential  material,  directly or
indirectly,  to any party, who at the time of such disclosure is not an employee
or agent of any  member  of the  Company  Group,  or remove  from the  Company's
premises any notes or records  relating  thereto,  copies or facsimiles  thereof
(whether made by electronic,  electrical,  magnetic, optical, laser, acoustic or
other  means),  or any other  property of any member of the Company  Group.  The
Employee  agrees that all  confidential  material,  together  with all notes and
records of the Employee relating thereto,  and all copies or facsimiles  thereof
in possession of the Employee (whether made by the foregoing or other means) are
the exclusive property of the Company.

            (b) For the purposes hereof, the term "confidential  material" shall
mean all information in any way concerning the  activities,  business or affairs
of any member of the Company  Group or any of the customers of any member of the
Company Group,  including,  without  limitation,  information  concerning  trade
secrets, together with all sales and financial information concerning any member
of the Company Group and any and all information concerning projects in research
and  development or marketing  plans for any products or projects of the Company
Group, and all information  concerning the practices and customers of any member
of the Company Group;  provided however,  that the term "confidential  material"
shall not include  information which becomes  generally  available to the public
other than as a result of a disclosure by the Employee.

         7.2  Promptly  upon the  request of the  Company,  the  Employee  shall
deliver to the Company all confidential  material  relating to any member of the
Company Group in the possession of the Employee without retaining a copy thereof
(provided, however, that the Employee shall be entitled to retain a list of such
confidential  material so long as the form of such list is reasonably acceptable
to the  Company),  unless,  in the  written  opinion of counsel  for the Company
delivered  to the  Employee,  either  returning  such  confidential  material or
failing to retain a copy thereof would violate any  applicable  Federal,  state,
local or  foreign  law,  in which  event  such  confidential  material  shall be
returned without  retaining any copies thereof as soon as practicable after such
counsel advises in writing to the Employee that the same may be lawfully done.



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         7.3 In the event that the  Employee  is  required,  by oral  questions,
interrogatories,   requests  for  information  or  documents,   subpoena,  civil
investigative  demand or similar process, to disclose any confidential  material
relating to any member of the Company  Group,  the  Employee  shall  provide the
Company with prompt notice  thereof so that the Company may seek an  appropriate
protective  order and/or waive  compliance by the Employee  with the  provisions
hereof.

      8. Non-Competition.

         8.1 The Employee  acknowledges  that the services to be rendered by her
to the Company are of a special and unique character.  The Employee agrees that,
in consideration of her employment hereunder, the Employee will not, directly or
indirectly,  (a) so long as she is employed  pursuant to this  Agreement and one
year thereafter,  unless she is entitled to benefits as set forth in 6.4(d),  in
which case only as long as  severance  benefits  are  required  to be paid,  (w)
engage,  whether as principal,  agent,  investor,  distributor,  representative,
stockholder,  employee, consultant, volunteer or otherwise, with or without pay,
in any activity or business  venture,  which is competitive with the business of
the Company or any other  members of the Company Group without the prior written
consent of the Board of Directors,  (x) solicit or entice or endeavor to solicit
or entice away from any member of the Company  Group any person who was or is at
the time of solicitation,  a director, officer, employee, agent or consultant of
such  member of the  Company  Group,  on the  Employee's  own account or for any
person,  firm,  corporation  or other  organization,  whether or not such person
would commit any breach of such  person's  contract of  employment  by reason of
leaving the service of such member of the Company  Group,  (y) solicit or entice
or  endeavor  to  solicit or entice  away any of the  clients  or  customers  or
potential  customers of any member of the Company Group, either on the Employees
own account or for any other person firm,  corporation or  organization,  or (z)
employ  any person who was or is at the time of the  solicitation,  a  director,
officer or employee  of any member of the Company  Group or any person who is or
may be likely  to be in  possession  of any  confidential  information  or trade
secrets  relating to the business of any member of the Company Group,  or (b) at
any time  make any  statement  intended  to  disparage  or impair  the  business
reputation of any member of the Company Group.

         8.2 The Employee and the Company agree that if, in any proceeding,  the
court or  authority  shall  refuse to  enforce  the  covenants  herein set forth
because  such  covenants  cover too  extensive a  geographic  area or too long a
period of time,  any such  covenant  shall be deemed  appropriately  amended and
modified in keeping  with the  intention  of the  parties to the maximum  extent
permitted by law.

         8.3 The Employee  expressly  acknowledges and agrees that the covenants
and agreements  set forth in this Section 8 are reasonable in all respects,  and
necessary  in order to protect,  maintain and preserve the value and goodwill of
the Company Group,  as well as the  proprietary  and other  legitimate  business
interests of the members of the Company  Group.  The Employee  acknowledges  and
agrees that the  covenants  and  agreements  of the  Employee  set forth in this
Section  8  constitute  a  significant  part of the  consideration  given by the
Employee to the Company in exchange for the salary and benefits  provided for in
this Agreement, and are a material reason for such payment.


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      9. Intellectual Property.

         9.1 Any and all  intellectual  property,  inventions or software  made,
developed or created by the  Employee  (a) during the term of this  Agreement or
(b)  within a  period  of one  year  after  the  termination  of the  Employee's
employment  with the  Company or any other  member or the Company  Group,  which
reasonably  relate to the business  conducted by the Company  during the term of
the Employee's employment by the Company (each, an "invention"),  whether at the
request  or  suggestion  of  the  Company  or  otherwise,  whether  alone  or in
conjunction  with others,  and whether during  regular  working hours of work or
otherwise,  shall  be  promptly  and  fully  disclosed  by the  Employee  to the
President  and/or  the  Board  of  Directors  of the  Company  and  shall be the
Company's  exclusive  property as against the Employee,  and the Employee  shall
promptly  deliver to the  President  and/or the Board of  Directors  all papers,
drawings,  models,  data and other  material  relating  to any  Invention  made,
developed or created by her as aforesaid.  In addition,  the Employee  covenants
and agrees to disclose to the Board of  Directors  any  Invention  developed  or
created by the Employee during the term of this  Agreement,  whether or not such
Invention  relates to the business  being  conducted by the Company or any other
member of the  Company  Group at the time of  development  or  creation  of such
Invention.

         9.2 The  Employee  hereby  expressly  acknowledges  and agrees  that an
Invention developed or created by the Employee during the term of this Agreement
which  reasonably  relates to the business of the Company or any other member of
the Company Group or which reasonably  relates to the business  conducted by the
Company  during the  Employee's  employment  by the Company  shall be considered
"works  made for hire"  within the  meaning  of the  Copyright  Act of 1976,  as
amended (17 U.S.C.  ss. 101).  Each such Invention as well as all copies of such
Invention in whatever  medium fixed or embodied,  shall be owned  exclusively by
the Company as of the date of creation.

         9.3 The  Employee  shall,  upon the  Company's  request and without any
payment therefor, execute any documents necessary or advisable in the opinion of
the Company's counsel to direct issuance of patents or copyrights of the Company
with respect to such Invention as are to be in the Company's  exclusive property
as against the Employee  under this Section 9 or to vest in the Company title to
such inventions as against the Employee, the expense of securing any such patent
or copyright,  to be borne by the Company. In addition,  the Employee agrees not
to  file  any  patent,  copyright  or  trademark  application  related  to  such
Invention.

      10. Successors and Assigns.

          10.1  Assignment by the Company. The Company may assign this Agreement
to any member of the  Company  Group or  Successor  to the Company as defined in
11.3, and the Employee hereby consents to such assignment.

          10.2  Assignment by the Employee.  The Employee  shall not assign this
Agreement or any part hereof  without the prior written  consent of the Board of
Directors of the Company.



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          10.3 Successor to the Company. This Agreement shall bind any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or  substantially  all of the business  and or/asset of the Company,  in the
same manner and to the same extent that the  Company  would be  obligated  under
this Agreement if no succession had taken place.  In the case of any transaction
in which a successor  would not be bound by this  Agreement,  the Company  shall
require such  successor  expressly  and  unconditionally  to assume and agree to
perform the Company's obligation under this Agreement, in the same manner and to
the same  extent  that the  Company  would be  required  to  perform  if no such
succession had taken place.

      11.  Governing Law. This Agreement  shall be deemed a contract made under,
and for all  purposes  shall be construed in  accordance  with,  the laws of the
State of Florida  applicable to contracts to be performed  entirely  within such
State.

      12. Entire Agreement.  This Agreement  contains all the understandings and
representations  between the parties  hereto  pertaining  to the subject  matter
hereof and  supersedes,  in their  entirety,  all  undertakings  and agreements,
whether  oral or in writing,  if there by any,  previously  entered into by them
with respect to employment,  severance,  and any and all other matters set forth
or reasonably contemplated herein;  provided,  however, that Section 8 shall not
serve as a  limitation  of the  terms  of any  other  non-competition  agreement
between the Employee and any member of the Company Group.

      13.  Modification and Amendment;  Waiver.  The provisions of the Agreement
may be  modified,  amended or waived,  but only upon the written  consent of the
party against whom enforcement of such  modification,  amendment or waiver shall
be effective  only to the extent set forth in such writing.  No delay or failure
on the part of any  party  hereto  in  exercising  any  right,  power or  remedy
hereunder shall effect or operate as a waiver  thereof,  nor shall any single or
partial  exercise  thereof  or any  abandonment  or  discontinuance  of steps to
enforce such right, power, or remedy preclude any further exercise thereof or of
any other right, power or remedy.

      14.  Notices.  Any  notices,  demands  or  other  communication  given  in
connection  herewith shall be in writing and be deemed given (i) when personally
delivered,  (ii) sent by facsimile  transmission to a number provided in writing
by the  addressee  and a  confirmation  of the  transmission  is received by the
sender  or (iii)  three (3) days  after  being  deposited  for  delivery  with a
recognized  overnight courier,  such as FedEx, with directions to deliver within
three (3) days,  and  addressed  or sent,  as the case may be, to the address or
facsimile number set forth below or to such other address or facsimile number as
such party may designate in accordance herewith:

            When the Company is the intended recipient:

               Capitol First Corporation
               Attention: Ashley B. Bloom, Acting President and CEO
               7100 W. Camino Real Blvd., Suite 402
               Boca Raton, Florida 33433
               Facsimile No.:  1-561-392-0484



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           When the Employee is the intended recipient:

               Monica A. Schreiber
               421 Cottonwood Place
               Boca Raton, Florida  33431

      15.  Severability.  Should any  provision  of this  Agreement be held by a
court of competent jurisdiction to be enforceable only if modified, such holding
shall not affect the validity of the remainder of this Agreement, the balance of
which  shall  continue  to be  binding  upon the  parties  hereto  with any such
modification to become a part hereof and treated as though  originally set forth
in this  Agreement.  The parties  further agree that any such court is expressly
authorized to modify any such unenforceable  provision of this Agreement in lieu
of severing such unenforceable provision this Agreement in its entirety, whether
by rewriting  the  offending  provision,  deleting  any or all of the  offending
provision, adding additional language to this Agreement, or by making such other
modifications as it deems warranted to carry out the intent and agreement of the
parties as embodied  herein to the maximum extent  permitted by law. The parties
expressly agree that this Agreement as so modified by the court shall be binding
upon and enforceable  against each of them. In any event,  should one or more of
the provisions of this Agreement be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any  other  provisions  hereof,  and if such  provision  or  provisions  are not
modified  as  provided  above,  this  Agreement  shall be  construed  as if such
invalid, illegal or unenforceable provisions had never been set forth herein.

      16.  Survivorship.  The respective  rights and  obligations of the parties
hereunder  shall  survive  any  termination  of  this  Agreement  to the  extent
necessary to the intended preservation of such rights and obligations.

EXECUTED AS OF THE DATE FIRST ABOVE WRITTEN:

For the Company                               For the Employee

by: ____________________                      by:______________________
    Ashley B. Bloom                                     Monica A. Schreiber
    Acting President and
    Chief Executive Officer







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