EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT (the "Agreement") is effective as of January
1, 2004 (the  "Effective  Date") by and between CTD  HOLDINGS,  INC.,  a Florida
corporation (the "Company"), and GEORGE L. FAILS (the "Employee").

                                    RECITALS:

         This Agreement is intended to provide for the employment of Employee by
the  Company  from and after the date  hereof,  all on the terms and  conditions
herein set forth.

         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

1.   Employment.

1.1. Subject to Section 3 below,  the Company hereby employs Employee for a term
     beginning on January 1, 2004, and ending December 31, 2004 (the "Employment
     Term"),  commencing  on the  Effective  Date,  to serve  as the  Operations
     Manager of the  Company  and to  perform  such  services  and duties as are
     consistent with such position and as may be directed by the Company's Board
     of Directors.  Employee hereby accepts such employment.  Employee shall not
     engage  in  any  venture  or  activity  that  materially   interferes  with
     Employee's  performance of his duties hereunder.  The Employee agrees to be
     present  and to  work  such  hours  and at  such  times  as are  reasonably
     requested  by  the  Company.   Employee's   offices  shall  be  located  in
     Gainesville, Florida.

1.2. Employee  may extend the term of this  Agreement at the end of each elapsed
     year by giving  written  notice of such  extension not less than sixty (60)
     days prior to the first  anniversary of this Agreement and each anniversary
     thereafter  that the term of this Agreement is to be extended.  Immediately
     following the exercise this election to extend,  the remaining term of this
     Agreement  will be one (1)  years  plus the  period  remaining  in the year
     notice of the extension is given.

2. Compensation and Benefits.  During the Employment Term, the Company shall pay
Employee the compensation and other amounts set forth below.

2.1. Salary.  The  Company  shall pay  Employee  a salary of One  Thousand  Nine
     Hundred Dollars ($1,900) per month through December 31, 2004. An additional
     $1,000 per month shall be paid by the  transfer of shares of the  Company's
     common stock valued as of the closing of the market on the last trading day
     of  each  month  during  2004.  The  shares  issuable  hereunder  shall  be
     accumulated and issued following the end of the term of this agreement in a
     single certificate. The Employee's Salary shall be payable according to the
     Company's  regular payroll  practices and subject to such deductions as may
     be required by law.

2.2. Benefits. Employee shall receive: (i) the employee benefits and perquisites
     provided  by the  Company  to its  executive  officers  from  time-to-time,
     including two (2) weeks' paid  vacation  during each  calendar  year;  (ii)
     reimbursement for reasonable and necessary  out-of-pocket expenses incurred
     in the performance of his duties hereunder,  including, but not limited to,
     travel and entertainment expenses (such expenses shall be reimbursed by the
     Company,  from time to time,  upon  presentation  of  appropriate  receipts
     therefor);  and (iii)  reimbursement  for Employee's health insurance up to
     $_________ per year.

3. Termination.  The Employee's  employment  pursuant to this Agreement shall be
terminated by the first to occur of the following events.

3.1. The death of Employee.

3.2. The Complete Disability of Employee.  "Complete  Disability" as used herein
     shall mean the inability of Employee, due to illness, accident or any other
     physical or mental incapacity, to perform the services provided for in this
     Agreement  for an  aggregate  of 120 days  within any period of twelve (12)
     consecutive months during the term hereof.

3.3. The discharge of Employee by the Company for Cause.  "Cause" as used herein
     shall mean:

     3.3.1. conviction of a felony or a crime involving moral turpitude;

     3.3.2. acts of fraud by Employee against the Company or its affiliates,  or
          in  connection  with  the  performance  of his  duties  hereunder,  as
          determined by the Company after investigation, notice of the charge to
          Employee and after  allowing  Employee an  opportunity  to explain the
          conduct in question;

     3.3.3. the  Employee's  willful and material  failure or refusal to perform
          Employee's duties and obligations under this Agreement, (a "Default");
          provided,  however,  that in the case of this subsection;  termination
          for "Cause" shall occur only if the Company has given  written  notice
          of the Default to Employee and Employee has failed to cure the Default
          in  question  during a  period  of seven  (7) days  after  the date of
          Employee's receipt of such notice.

3.4. Upon any termination pursuant to Section 3.1, the Company shall be released
     from  all  obligations  hereunder  (except  for the  obligation  to pay any
     compensation  and benefits  described in Section 2 hereof which are accrued
     and unpaid as of the date of termination).

3.5. Employee shall not be required to pay any Company related expense for later
     reimbursement  by the  Company.  The Company  will  approve and pay Company
     related expenses in advance.

4. Successors. This Agreement is personal to Employee and may not be assigned by
Employee.  This  Agreement is not assignable by the Company except in connection
with the sale of all or  substantially  all of the Company's  assets or stock or
upon a  merger  or any  similar  transaction.  Subject  to the  foregoing,  this
Agreement  shall inure to the benefit of and be binding upon the Company and its
successors and assigns.

5. Miscellaneous.

5.1. Modification  and Waiver.  Any term or condition of this  Agreement  may be
     waived at any time by the party  hereto  that is  entitled  to the  benefit
     thereof;  provided,  however,  that any such waiver shall be in writing and
     signed by the  waiving  party,  and no such waiver of any breach or default
     hereunder is to be implied from the omission of the other party to take any
     action on account thereof.  A waiver on one occasion shall not be deemed to
     be a waiver of the same or of any other breach on a future  occasion.  This
     Agreement  may be  modified  or  amended  only by a writing  signed by both
     parties hereto.

5.2. Governing  Law. This Agreement  shall be construed in accordance  with, and
     all actions arising under or in connection  therewith shall be governed by,
     the internal  laws of the State of Florida.  The parties  hereto agree that
     any claim or dispute  arising  under or in connection  with this  Agreement
     shall be  submitted  for  adjudication  exclusively  in courts  of  Alachua
     County,  Florida,  and both parties hereto  expressly agrees to be bound by
     such selection of jurisdiction and venue for purposes of such adjudication.
     In any action  arising out of or in  connection  with this  agreement,  the
     prevailing  party shall be entitled  to recover its  reasonable  attorney's
     fees incurred.

5.3. Tax  Withholding.  The Company may withhold from any amounts  payable under
     this Agreement  such taxes as shall be required to be withheld  pursuant to
     any applicable law or regulation.

5.4. Section  Captions.  Section and other captions  contained in this Agreement
     are for  reference  purposes  only and are in no way  intended to describe,
     interpret, define or limit the scope, extent or intent of this Agreement or
     any provision hereof.

5.5. Severability.   Every  provision  of  this  Agreement  is  intended  to  be
     severable.  If any term or  provision  hereof is illegal or invalid for any
     reason  whatsoever,  such  illegality  or  invalidity  shall not affect the
     validity of the remainder of this Agreement.

5.6. Integrated  Agreement.  This Agreement constitutes the entire understanding
     and agreement  among the parties  hereto with respect to the subject matter
     hereof, and supersedes any other employment  agreements executed before the
     date  hereof.  Except  with  respect to the  Investment  Agreement  and the
     transactions contemplated thereby, there are no agreements, understandings,
     restrictions,  representations,  or warranties among the parties other than
     those set forth herein or herein provided for.

5.7. Interpretation.  No provision of this Agreement is to be interpreted for or
     against any party because that party or that party's  legal  representative
     drafted such provision. For purposes of this Agreement: "herein," "hereby,"
     "hereunder,"  "herewith,"  "hereafter,"  and  "hereinafter"  refer  to this
     Agreement in its entirety, and not to any particular section or subsection.
     This Agreement may be executed in any number of counterparts, each of which
     shall be deemed an original,  and all of which shall constitute one and the
     same instrument.

5.8. Notices. All notices,  requests,  demands, or other communications required
     or permitted hereunder shall be in writing and shall be deemed to have been
     duly given upon receipt if  delivered  in person or by Federal  Express (or
     similar  overnight  courier  service)  to  the  parties  at  the  following
     addresses:

                  If to Employee:           George L. Fails
                                            2420 N.W. 142nd Avenue
                                            Gainesville FL 32609

                  If to the Company:         CTD Holdings, Inc.
                                             27317 NW 78th Avenue
                                             High Springs FL 32643

5.9. Any party may change the  address to which  notices,  requests,  demands or
     other  communications  to such party shall be delivered or mailed by giving
     notice thereof to the other parties hereto in the manner  provided  herein.
     Any notice may be given on behalf of a party by its counsel.

         IN WITNESS  WHEREOF,  the parties hereto have executed this  Employment
Agreement as of the Effective Date.

                                COMPANY:

                                CTD HOLDINGS, INC.

                           By: ___________________________________
                               C.E. Rick Strattan
                               President/Chief Executive Officer

                               EMPLOYEE:

                               ----------------------------------------
                               GEORGE L. FAILS