EMPLOYMENT AGREEMENT

     AGREEMENT dated as of June 1, 1999 between NATURAL SPIRIT MUSHROOM
ENTERPRISE, INC. a Florida corporation having its principal place of business
located at 27317 N.W. 78th Avenue, High Springs, Florida 32643 ("NSME"), and
JOHN LINDSAY, whose address is __________________________________________
("Lindsay").

                              W I T N E S S E T H:

            WHEREAS, the Company desires to employ Lindsay, and Lindsay desires
to accept such employment.

            NOW, THEREFORE, the parties hereto agree as follows:

      1. TERM. This Agreement shall commence on June 1, 1999 (the "effective
date"), and shall terminate as of June 1, 2001, unless extended in writing and
signed by both parties. Lindsay shall remain in the employment of the Company
for a minimum of two (2) years or the terms of the stock option set forth
herein, and in the Stock Option Agreement attached, are null and void and all
shares previously purchased by Lindsay will be repurchased by the Company at the
original purchase price.

      2. COMPENSATION. For all services rendered under this Agreement during the
Employment Term:

(a)  The Company shall pay Lindsay the following salary: One Thousand Dollars
     ($1,000) per month in accordance with the standard bookkeeping policies of
     the Company from the effective date of this Agreement through September 30,
     1999. From October 1 through January 1, 2000, Lindsay's salary shall be Two
     Thousand Dollars ($2,000) per month. Commencing January 1, 2001, Lindsay's
     salary shall be Three Thousand Dollars ($3,000) per month as long as sales
     continue to increase until the termination of this Agreement.

     (i)  In the event that the gross sales in the Company reach Ten Thousand
          Dollars ($10,000) per month by the end of September, 1999, then a
          salary of $2,000 per month shall be applied retroactively and be
          effect until December 31, 1999.

     (ii) In the event that the gross sales in the Company reach Fifty Thousand
          Dollars ($50,000) per month by December 31, 1999, Lindsay's salary
          shall be Three Thousand Dollars ($3,000) per month applied
          retroactively from the effective date of this Agreement through
          December 31, 2000 after which it shall be Four Thousand Dollars
          ($4,000) per month annually as long as quarterly sales continue to
          increase.

     (iii) After Lindsay's salary reaches $4,000 per month annually, it will
          remain at the level as long as sales increase. If sales do not
          increase, then Lindsay's salary shall be decreased each quarter by the
          percentage sales in comparison with the previous quarter's sales, but
          in no case below $3,000.

(b)  In addition, Cyclodextrin Technologies Development, Inc. ("CTD") shall
     transfer to Employee common stock not to exceed 7,900 shares of the total
     outstanding stock in NSME according to the following terms:

     (i)  No more than two thousand shares may be transferred in any year. A
          year for the purposes of this Agreement begins on the effective date
          above. Employee shall have no rights as a shareholder as to
          transferred shares until the date of transfer.

     (ii) The number of shares available for purchase each year, up to 2,000,
          shall be according to the following formula: 1% of the Common Stock of
          the Company for each $12,500 in net profit received by CTD per year
          from the Company. For the purposes of this agreement, net profit
          cannot exist for NSME until all loans and obligations to CTD are paid
          in full. The calculation shall be made following the end of each
          calendar year and shall be conclusively determined by the audited
          financial statements of CTD. All calculations shall be rounded down to
          the nearest whole percentage point.

     (iii) The stock transfers are contingent upon Employee being employed by
          NSME as of the last day of each calendar year and the successful
          completion of CTD's private placement as set forth in the private
          placement memorandum dated June 1, 1999, "Successful completion" shall
          be when the total funds of that private placement are raised. In the
          event that all of the funds are not raised, all stock transfers
          contemplated by this instrument shall be deemed null and void unless
          otherwise renewed in writing by CTD.

            3. DUTIES. So long as the Company has not notified Lindsay of his
disability pursuant to Section 4 hereof and this Agreement has not been
terminated, Lindsay shall be engaged by the Company as President and Chief
Operating Officer and shall perform and discharge well and faithfully all
aspects of operations management and the other duties which may be assigned to
him from time to time by the Board of Directors in connection with the conduct
of its business.

            4.  DISABILITY AND DEATH.

     (a) If Lindsay shall be unable substantially to perform the duties required
of him pursuant to his position and the provisions of this Employment Agreement
due to any disability preventing him from such services for either a period of
two (2) consecutive months or for any four (4) months in a one (1) year period,
Employer shall have the right to terminate Lindsay's employment hereunder on ten
(10) days' written notice. Notwithstanding any such termination, Lindsay shall
be entitled to receive any compensation accrued or accruable to Lindsay at the
time of such termination pursuant to the provisions of Article 2 hereof.

     (b) The term "disability" shall mean the inability of Lindsay to perform
his duties under this Employment Agreement due to injury, illness or disease as
determined by an independent physician acceptable to the Employer.

     (c) In the event of Lindsay's death during the Employment Period, Lindsay's
legal representatives shall be entitled to receive his salary at the rate
provided in Article 2 to the day of the Employer's payroll on which his death
shall occur.

     5. EXTENT OF SERVICES. So long as the Company has not notified Lindsay of
his disability pursuant to Section 4 hereof and this Agreement has not been
terminated, Lindsay shall devote such time as is necessary to discharge the
duties of his office.

     6. INVENTIONS. Employee agrees for no additional consideration to assign to
CTD, immediately upon the execution of this Employment Agreement and thereafter
immediately upon making or acquiring them, as the case may be, any and all
inventions, patent rights, letters patent, copyrights, trademarks, trade names,
and applications therefor, in the United States and all other countries, and any
and all rights and interests in, to and under the same which Employee may
legally transfer, now possessed by him (including the Lindsay Grow System and
other technologies and products developed by Lindsay or which are currently
being developed for the growth, development and marketing of mushrooms and
mushroom-based products) or acquired by him during the period of his employment
hereunder, relating in any way to the business and activities of, or the
equipment, devices, processes and formulas connected with, NSME's business or
any other business conducted by CTD and any subsidiaries as may be established
from time to time and agrees that, upon request, Employee will promptly make all
disclosures, execute all instruments and papers and perform all acts reasonably
necessary or desired by CTD to vest and confirm in it, its successors, assigns
and nominees, fully and completely, all rights created or contemplated by this
paragraph 6 and which may be necessary to enable CTD, its successors, assigns
and nominees to secure and enjoy the full benefits and advantages thereof.

            7.    DISCLOSURE OF INFORMATION.

     (a) Lindsay hereby represents and warrants to the Company that Lindsay
currently has no rights, or interests in any inventions, ideas, disclosures or
improvements used by the Company.

     (b) Lindsay recognizes and acknowledges that the Company's trade secrets
and proprietary information and processes, as they may exist from time to time,
are valuable, special and unique assets of the Company's business, access to and
knowledge of which are essential to the performance of Lindsay's duties
hereunder. Lindsay will not, during or after the term of his employment by, or
consultation with, the Company, in whole of in part, disclose such secrets,
information or processes to any person, firm, corporation, association or other
entity for any reason or purpose whatsoever (except as may be required to
perform Lindsay's duties hereunder) regardless of the confidentiality of such
information, nor shall Lindsay make use of any such property for his own
purposes or for the benefit of any person, firm, corporation or other entity
(except the Company) under any circumstances during or after the term of his
employment, provided that after the term of his employment these restrictions
shall not apply to such secrets, information and processes which are then in the
public domain (provided that Lindsay was not responsible, directly or
indirectly, for such secrets, information or processes entering the public
domain without the Company's consent.) Lindsay agrees to hold as the Company's
property, all memoranda, books, papers, letters, customer lists, formulas and
other data, and all copies thereof and therefrom, in any way relating to the
Company's business and affairs, whether made by his or otherwise coming into his
possession, and on termination of his employment, or on demand of the Company,
at any time, to deliver the same to the Company.

            8.    COVENANT NOT TO COMPETE.

     (a) During the term hereof and, unless this Agreement is terminated
pursuant to Section 4 or 11 hereof, for a period of two (2) years thereafter,
Lindsay shall not compete, directly or indirectly, with the Company, interfere
with, disrupt or attempt to disrupt the relationship, contractual or otherwise,
between the Company and any customer, client, supplier, consultant or employee
of the Company, including, without limitation, employing or being an investor
(representing more than a 5% equity interest) in, or officer, director or
consultant to, any person or entity which employs any former key or technical
employee whose employment with the Company was terminated after the date which
is one (1) year prior to the date of termination of Lindsay's employment
therewith. An activity competitive with an activity engaged in by the Company
shall mean performing services (whether as an employee, officer, consultant,
director, partner or sole proprietor) for any person or entity engaged in the
business then engaged in by the Company.

     (b) It is the desire and intent of the parties that the provisions of this
section shall be enforced to the fullest extent permissible under the laws and
public policies applied in each jurisdiction in which enforcement is sought.
Accordingly, if any particular portion of this section shall be adjudicated to
be invalid or unenforceable, this section shall be deemed amended to delete
therefrom the portion thus adjudicated to be invalid or unenforceable, such
deletion to apply only with respect to the operation of this Section in the
particular jurisdiction in which such adjudication is made.

     9. SPIN OFF. At such time as Lindsay has obtained eight thousand (8,000)
shares in NSME and is an employee of NSME, he may elect to purchase from CTD the
remaining outstanding shares in NSME. The purchase price for those shares shall
be the greater of (i) 110% of the fair market value of NSME as determined by an
independent appraisal by an appraiser knowledgeable about the type of business
in which the Company engages; or, (ii) the expenses incurred by CTD for
creation, development and maintenance of NSME up until the purchase date plus
interest at a rate of 5% per year.

     10. REMEDIES. If there is a breach of the provisions of this Agreement, the
Company shall be entitled to an injunction restraining Lindsay from such breach.
Nothing herein shall be construed as prohibiting the Company from pursuing any
other remedies for such breach or threatened breach. In the event of litigation
arising in connection with this Agreement, the prevailing party shall be
entitled to recover its reasonable attorney's fees.

     11. TERMINATION. The Company shall have just legal cause to terminate the
employment of Lindsay under this Employment Agreement only upon a good faith
determination of the Company that the termination of such employment is
necessary and in the best interests of the Company or in the event of breach of
any of the terms hereof.

     12. INSURANCE. The Company may, at its election and for its benefit, insure
Lindsay against accidental loss or death and Lindsay shall submit to such
physical examination and supply such information as may be required in
connection therewith.

     13. ASSIGNMENT. This Agreement may not be assigned by any party hereto;
provided that the Company may assign this Agreement: (a) to an affiliate so long
as such affiliate assumes the Company's obligations hereunder; provided that no
such assignment shall discharge the Company of its obligations herein, or (b) in
connection with a merger or consolidation involving the Company or a sale of
substantially all its assets to the surviving business or purchaser, as the case
may be, so long as such assignee assumes the Company's obligations thereunder.

     14. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and sent by registered mail to
Lindsay at 27317 NW 78th Avenue, High Springs, Florida, 32643 or the Company at
its address set forth above, Attention: President.

     15. WAIVER OF BREACH. A waiver by the Company or Lindsay of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by the other party.

     16. APPLICABLE LAW. This contract shall be governed by the laws of the
State of Florida applied to contracts entered into within Florida by residents
of the State of Florida without regard to choice of law provisions.

     17. ENTIRE AGREEMENT. This instrument contains the entire agreement of the
parties. It may be changed only by an agreement in writing signed by a party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought.

     18. CONTINGENT. The Agreement is contingent upon NSME securing sufficient
funds for the execution of its business plan, which includes the successful
completion of the Company's private offering commenced on June 1, 1999. The
sufficiency of such funds shall be at the discretion of the Company.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first hereinabove written.

NATURAL SPIRIT MUSHROOM

ENTERPRISE, INC.                                            EMPLOYEE

By: /s/ C.E. Rick Stratton                                  /s/ John Lindsay
      C.E. "Rick" Strattan,                                 JOHN LINDSAY
      Director, Treasurer, Secretary
                                                           8/14/99 amended
CYCLODEXTRIN TECHNOLOGIES
DEVELOPMENT, INC.
As to paragraphs 2, 6 and 9.

By:  /s/ C.E. Rick Stratton

      C.E. "Rick" Strattan
      President, Director