**Exhibit
      10..3**




**Individual
      Employment Agreement between an SBD and Carl M Nurse**






1     The
      Parties




The
      parties to this employment agreement are:


**1.
      SiteWorks Building & Development Co.,** the
      "Employer"; and


2 **.
      Carl M Nurse** ,
      the
      "Employee".




2     The
      Position and the Duties




The
      Employee is being employed as **President
      and CEO.**




The
      Employee shall perform the duties set out in the Job Description attached to
      this agreement. These duties may be modified and updated by the Employer from
      time to time following agreement with the Employee. The Employee also agrees
      to
      perform all other reasonable duties and comply with reasonable instructions
      issued by the Employer.




The
      Employee shall report to **the
      Board of Directors** or
      to any
      other representative of the Employer designated from time to time by the
      Employer.




The
      Employer shall, in consultation with the Employee, set the Employee objectives
      at least on an annual basis. These objectives shall be taken into account by
      the
      Employer when assessing the Employee's performance.




The
      Employer shall conduct a performance review of the Employee on at least an
      annual basis. This review shall be taken into account in any salary reviews.




In
      the
      event the Employer considers that a secondment (such as to a client or customer
      or project) would be in the best interests of the Employer, the Employee shall
      comply with all reasonable requests to carry out that secondment.




3     Obligations
      of the Relationship




The
      Employer shall:


(i)
      Act
      as a good employer in all dealings with the Employee;


(ii)
      Deal
      with the Employee and any representative of the Employee in good faith in all
      aspects of the employment relationship;


(iii)
      Take all practicable steps to provide the Employee with a safe and healthy
      work
      environment.









The
      Employee shall:


(i)
      Comply with all reasonable and lawful instructions provided to them by the
      Employer;


(ii)
      Perform their duties with all reasonable skill and diligence;


(iii)
      Conduct their duties in the best interests of the Employer and the employment
      relationship;


(iv)
      Deal
      with the Employer in good faith in all aspects of the employment relationship;


(v)
      Comply with all policies and procedures (including any Codes of Conduct)
      implemented by the Employer from time to time.


(vi)
      Take
      all practicable steps to perform the job in a way that is safe and healthy
      for
      themselves and their fellow employees. ALIGN="CENTER">




4     The
      Place of Work




The
      parties agree that the Employee shall perform their duties at **2534
      N Miami Ave, Miami Florida or wherever there may be operations of the company.**




5     Hours
      of Work




5.1 Working
      Hours




The
      Employee's normal hours of work shall be **40** hours
      per
      week, between the hours of **8
      to 5** on **Monday
      to Friday** .
      The
      Employee may also be required to perform such overtime as may be reasonably
      required by the Employer in order for the Employee to properly perform their
      duties. The Employee's salary fully compensates them for all hours worked.




5.2 Variation
      of Working Hours




The
      Employee's hours of work may be varied as follows:


(i)
      By
      mutual agreement between the Employee and the Employer; or


(ii)
      If
      agreement cannot be reached, by the Employer, following consultation with the
      Employee, provided that the Employee's minimum hours of work are not reduced
      below **40** hours
      and
      that any increase in hours of work is reasonable.




When
      seeking to vary the Employee's hours, the Employer shall act reasonably, and
      shall take into account the Employee's personal circumstances and commitments.









6     Wages/Salary/Allowances




6.1 Types
      of Pay




The
      Employee's salary shall be **$150,000** per
      annum, when revenues reach 4,000,000 and therafter increase to 250,000 base
      per
      annum when revenues reach 10,000,000 which shall be paid **monthly** on **Friday
      into a bank account nominated by the Employee** .
      Salaries will be reviewed again when revenues are in excess of 15,000,000 per
      annum.




6.2 Bonuses




The
      Employee shall be eligible to receive a bonus in **one
      year** provided
      the Employee achieves in the reasonable opinion of the Employer the objectives
      agreed between the Employer and the Employee at the beginning of that period.




6.3 Review




The
      Employer agrees to review the Employee's salary/wages on the 12 month
      anniversary of this employment agreement and every 12 month anniversary
      thereafter. The parties agree that the Employee shall not have any necessary
      entitlement to an increase, but, the Employer agrees to conduct this review
      in
      good faith and to consult with the Employee during the review.




6.4 Allowance (1)




The
      Employee shall be paid a **travel** allowance
      of **20,000** per **annually** ,
      which
      shall be paid to the Employee on a **monthly** basis.




6.5 Allowance (2)




The
      Employee shall be paid a **automobile** allowance
      of **1500** per **monthly** ,
      which
      shall be paid to the Employee on a **monthly** basis.




6.6 Allowance (3)




The
      Employee shall be paid a **entertainment** allowance
      of **12000** per **year** ,
      which
      shall be paid to the Employee on a **monthly** basis.









6.7 Reimbursement
      of Travel Expenses




The
      Employee may be required to travel from time to time as part of their duties.
      The Employer shall reimburse the Employee for their reasonable work related
      travel and accommodation costs upon production of appropriate receipts.




7     Holidays
      and Leave Entitlements




7.1 Annual
      Leave




The
      Employee shall be entitled to paid annual leave as set out in this clause.
      This
      clause is in substitution for and not in addition to the entitlements in the
      Holidays Act:


(i)
      The
      Employee shall be entitled to **4** weeks
      annual leave per year;


(ii)
      The
      Employee's entitlement shall accrue on a pro-rata basis during each month of
      their employment from the first day of their employment.




7.2 Public
      Holidays




The
      employee shall be entitled to be paid for the time actually worked on a Public
      Holiday at the rate of time and a half of their relevant daily pay.




7.3 On-call
      on Public Holiday not on Normal Working Day




The
      Employer may request that the Employee is on call on a public holiday that
      would
      not otherwise have been a working day for the Employee. Where this occurs,
      the
      entitlement to payment is as follows:




(i)
      If
      the employee is called out, the employee is entitled to payment (as detailed
      in
      the 'Payment for work on a public holiday' clause of this agreement) but not
      a
      day's paid alternative holiday.


(ii)
      If
      the Employee is required to restrict activities on the day to the extent that
      they have not enjoyed a full holiday, but is not called out, then the Employee
      is entitled to a full day's paid alternative holiday. Payment for the time
      on
      call is at no **increase** .


(iii)
      If
      the Employee is on call, but is not required to restrict activities, for example
      if the employee can choose not to accept the call out, then entitlement to
      payment only arises if the Employee accepts the callout. Payment for the time
      on
      call regardless of a call out is at **no
      additional pay** .




7.4 Annual
      Closedown




The
      Employer may closedown all or part of its operations regularly once a year
      and
      require the Employee to take leave during the period of the close down, even
      where this requires the Employee to take leave for which they are not fully
      reimbursed. The Employer shall provide the Employee with at least 14 days
      advance notice of the closedown. ALIGN="CENTER">









7.5 Jury
      Duty




Where
      the
      Employee is called for jury duty, the Employer shall continue the Employee's
      full pay for the duration of the jury service for days that would otherwise
      have
      been working days, and the Employee will pay to the Employer any jurors fees
      received by them.




7.6 Volunteers
      Employment Protection




Leave
      for
      training or service in the Territorial and Reserve Forces shall be covered
      by
      the Volunteers Employment Protection Act 1973.




8     Other
      Entitlements/Benefits




8.1 Superannuation




The
      Employee shall be entitled to participate in any superannuation plan provided
      by
      the Employer to the Employer's employees, but nothing in this agreement shall
      affect the Employer's right to terminate or vary the plan in whole or in part
      at
      any time.




8.2 Medical
      Insurance




The
      Employer shall provide **the
      Employee and their family** with
      medical insurance up to a value of **15000** per
      annum.




8.3 Gym
      Membership




In
      order
      to assist the health and wellbeing of the Employee, the Employer will pay **1500** to
      a club
      or gym when the Employee joins, as a contribution to the annual joining fee.
      This sum shall be payable every 12 months as long as the Employee retains
      membership of the club or gym or an alternative club or gym as agreed with
      the
      Employer.




8.4 Use
      of
      a Car




The
      Employee shall be allocated a car for work purposes, and for their own personal
      use in non work time. The Employer will meet all maintenance, insurance and
      running costs (including fuel relating to work use). Fuel costs for personal
      use
      (other than travelling to and from work) shall be met by the Employee. The
      Employee should comply with traffic regulations at all times. Parking fines
      and
      traffic fines will also be the responsibility of the Employee. The car allocated
      to the Employee may be replaced by the Employer from time to time. The Employee
      agrees to comply with all motor vehicle policies the Employer may issue from
      time to time. The Employee must ensure that the car is appropriately maintained
      and kept in a clean and tidy condition at all times. The Employee shall also
      keep a record of work and non-work mileage, and provide this to the Employer
      when requested. Ongoing use of the car is subject to the Employee retaining
      a
      current driver's license.









8.5 Indemnity




The
      Employer shall, to the extent permissible under law, indemnify the Employee
      from
      and against all actions, claims and demands brought against the Employee by
      any
      third party relating to the performance of the Employee's employment, provided
      that the Employee's actions were in good faith and did not involve recklessness,
      wilful neglect or any wilful failure to carry out a lawful instruction from
      the
      Employer.




9     Health
      and Safety




9.1 General
      Obligations




Both
      the
      Employer and the Employee shall comply with their obligations under the Health
      and Safety in Employment Act 1992. This includes the Employer taking all
      practicable steps to provide the Employee with a healthy and safe working
      environment. The Employee shall comply with all directions and instructions
      from
      the Employer regarding health and safety and shall also take all reasonable
      steps to ensure that in the performance of their employment they do not
      undermine their own health and safety or the health and safety of any other
      person.




9.2 VDU
      and Work Station




Because
      the Employee will be using a computer as part of their job, the Employer and
      Employee shall consult about the hazards represented by the equipment and the
      work environment to ensure that both parties have regard to the recommendations
      set out in the Department of Labour Approved Code for the Safe Use of Visual
      Display Units.




9.3 Chemical
      Use




As
      part
      of the Employee's job, the Employee will come into contact with chemicals for
      time to time. The Employer shall provide appropriate equipment, information
      and
      training for dealing with the chemicals in question. The Employee shall take
      all
      reasonable precautions at all times when dealing with chemicals to ensure that
      safe and appropriate practices are followed. In addition, the Employee shall
      comply with all health and safety directions and policies of the Employer.









9.4 Lifting




Because
      manual handling tasks are a significant part of the Employee's job, the Employer
      and Employee shall consult about the hazards represented by the tasks, to ensure
      that both parties have regard to the recommendations set out in the Department
      of Labour Approved Code for Manual Handling.




9.5 Drug
      Testing




Where
      the
      Employer has reasonable grounds for suspecting that the Employee is under the
      influence of illegal drugs while at work, the Employer may require the Employee
      to undergo a non-intrusive drug test (a urine test) which will be conducted
      by a
      registered medical professional. The testing process followed will be such
      as to
      ensure a safe and accurate test.




In
      deciding whether to conduct a test the Employer shall have regard for any
      comment by the Employee. On receipt of a positive test the Employer shall
      discuss the results with the Employee and take into consideration any
      explanation received before any outcome is decided upon.




9.6 Counselling
      Assistance




The
      Employer **engages
      from time to time** a
      counsellor to provide support and assistance to its employees. In the event
      the
      Employee considers that they require or could benefit from Counselling support
      they should feel free to contact the Counsellor on **insert
      telephone number** .
      Where
      the Employer has reasonable grounds for concern regarding the Employee's
      wellbeing, it shall be entitled to suggest that the Employee contact Counselling
      Assistance.




9.7 Medical
      Examination




The
      Employer shall be entitled to require the Employee to undergo a medical
      examination, at the Employer's cost, by a registered medical practitioner
      nominated by the Employer.









Such
      requirement should be used where the Employer has reasonable grounds for concern
      that the Employee's health is affecting their safety at work, or the safety
      of
      others in the workplace.




10     Other
      Employment Obligations




10.1 Confidential
      Information




The
      Employee shall not, whether during the currency of this agreement or after
      its
      termination for whatever reason, use, disclose or distribute to any person
      or
      entity, otherwise than as necessary for the proper performance of their duties
      and responsibilities under this agreement, or as required by law, any
      confidential information, messages, data or trade secrets acquired by the
      Employee in the course of performing their services under this agreement. This
      includes, but is not limited to, information about the Employer's business.




10.2 Copyrights




All
      work
      produced for the Employer by the Employee under this agreement or otherwise
      and
      the right to the copyright and all other intellectual property in all such
      work
      is to be the sole property of the Employer.




10.3 Conflicts
      of Interest




The
      Employee agrees that there are no contracts, restrictions or other matters
      which
      would interfere with their ability to discharge their obligations under this
      agreement. If, while performing their duties and responsibilities under this
      agreement, the Employee becomes aware of any potential or actual conflict
      between their interests and those of the Employer, then the Employee shall
      immediately inform the Employer. Where the Employer forms the view that such
      a
      conflict does or could exist, it may direct the Employee to take action(s)
      to
      resolve that conflict, and the Employee shall comply with that instruction.
      When
      acting in their capacity as Employee, the Employee shall not, either directly
      or
      indirectly, receive or accept for their own benefit or the benefit of any person
      or entity other than the Employer any gratuity, emolument, or payment of any
      kind from any person having or intending to have any business with the Employer.




10.4 Use
      of
      Internet and E-mail




The
      Employee will have access to email and the Internet in the course of their
      employment. The Employee shall ensure that at all times their use of the email
      and Internet facilities at work meets the ethical and social standards of the
      workplace. Whilst a reasonable level of personal use is acceptable to the
      Employer, this must not interfere with the Employee's employment duties or
      obligations, and must not be illegal or contrary to the interests of the
      Employer. The Employee shall also comply with all email and Internet policies
      issued by the Employer from time to time.









10.5 Privacy
      Obligations




The
      Employer and the Employee shall comply with the obligations set out in the
      Privacy Act 1993. The Employee must not breach the privacy of any customer
      or
      client in the course of their employment. ALIGN="CENTER">







10.6 Restraint
      of Trade - Non-Solicitation of Employees




The
      Employee agrees that for a period of **1
      year** following
      the termination of their employment for whatever reason, they shall not, either
      personally, or as an employee, consultant or agent for any other entity or
      employer, solicit or engage or employ any employee of the Employer with whom
      the
      Employee had any dealings whilst employed with the Employer.




10.7 Restraint
      of Trade - Severability




In
      the
      event any portion of this clause is viewed as unenforceable by any Authority
      or
      Court with jurisdiction to consider such clauses, the clause shall apply as
      modified by the Authority or the Court, or in the event it is not modified
      by
      the Authority or Court, the remainder of this clause and agreement shall
      continue to be enforceable by the parties.




11     Restructuring
      and Redundancy




11.1 Restructuring
      due to transfer




In
      the
      event that all or part of the work undertaken by the employee will be affected
      by the employer entering into an arrangement whereby a new employer will
      undertake the work currently undertaken by the employee, the employer will
      meet
      with the employee, providing information about the proposed arrangement and
      an
      opportunity for the employee to comment on the proposal, consider and respond
      to
      their comments.




11.2 Negotiations
      with new employer




The
      employer will negotiate with the new employer, including whether the affected
      employees will transfer to the new employer on the same terms and conditions,
      and will include in the agreement reached with the new employer a requirement
      that the employee be offered a position with the new employer at the same or
      similar terms of employment.









11.3 No
      transfer or employment




Where
      the
      employee either chooses not to transfer to the new employer, or is not offered
      employment by the new employer, the employer will activate the redundancy
      provisions of this agreement.




11.4 Definition




Redundancy
      is a situation where the position of employment of an employee is or will become
      surplus to the requirements of the Employer's business.




11.5 Restructuring
      due to transfer




In
      the
      event the Employer considers that the Employee's position of employment could
      be
      affected by redundancy or could be made redundant, the Employer shall, except
      in
      exceptional circumstances, consult with the Employee regarding the possibility
      of redundancy and, before a decision to proceed with redundancy is made, whether
      there are any alternatives to dismissal (such as redeployment to another role).
      In the course of this consultation the Employer shall provide to the Employee
      sufficient information to enable understanding and meaningful consultation,
      and
      shall consider the views of the Employee with an open mind before making a
      decision as to whether to make the Employee's position of employment redundant.
      Nothing in this clause limits the legal rights and obligations of the parties.
      ALIGN="CENTER">




11.6 No
      transfer or employment




In
      the
      event the Employee's employment is terminated on the basis of redundancy, the
      Employee shall be entitled to redundancy compensation in the sum of
      2 **50,000** .




12     Termination
      of Employment




12.1 Termination
      for Serious Misconduct









Notwithstanding
      any other provision in this agreement, the Employer may terminate this agreement
      summarily and without notice for serious misconduct on the part of the Employee.
      Serious misconduct includes, but is not limited to:




(i)  theft;


(ii)  dishonesty;


(iii)  harassment
      of a work colleague or customer;


(iv)  serious
      or repeated failure to follow a reasonable instruction;


(v)  deliberate
      destruction of any property belonging to the Employer;


(vi)  actions
      which seriously damage the Employer's reputation.




12.2 Abandonment
      of Employment




In
      the
      event the Employee has been absent from work for three consecutive working
      days
      without any notification to the Employer, and the Employer has made reasonable
      efforts to contact the Employee, this agreement shall automatically terminate
      on
      the expiry of the third day without the need for notice of termination of
      employment.




12.3 Employee's
      Obligations




Upon
      the
      termination of this agreement for whatever reason, or at any other time if
      so
      requested by the Employer, the Employee shall immediately return to the Employer
      all information, material or property (including but not limited to computer
      disks, printouts, manuals, reports, letters, memos, plans, diagrams, security
      cards, keys, and laptop computers) either belonging to or the responsibility
      of
      the Employer and all copies of that material, which are in the Employee's
      possession or under their control.




13     Resolving
      Employment Relationship Problems




If
      any
      employment issues arise, those should be raised with the Employer as soon as
      possible so that they can be resolved. If the matter is not resolved either
      party can seek assistance from the Department of Labour's mediation service.
      If
      the issues are not resolved at mediation, they may be referred to the Employment
      Relations Authority.




If
      the
      issue is a personal grievance, the Employee must present that grievance within
      90 days of the event giving rise to the grievance, or after further time if
      allowed by the Employer or where the Employment Relations Authority grants
      an
      extension of time.




14     Acknowledgement
      of the Agreement









14.1 Variation
      of Agreement




The
      parties may vary this agreement, provided that no variation shall be effective
      or binding on either party unless it is in writing and signed by both parties.




14.2 Non-assignment
      by Employee




The
      Employee must personally perform the duties and responsibilities under this
      agreement and no subcontracting or assignment by the Employee is permissible.




14.3 Entire
      Agreement




Each
      party acknowledges that this agreement contains the whole and entire agreement
      between the parties as to the subject matter of this agreement.




14.4 Severability




The
      various provisions of this agreement are severable and if any provision is
      held
      to be invalid or unenforceable by any court of competent jurisdiction, then
      such
      invalidity or unenforceability shall not affect the remaining provisions of
      this
      agreement.




14.5 Deductions
      from Pay




Where
      requested by the Employee, the Employer shall deduct from their salary/wages
      any
      agreed amount for matters such as superannuation, a staff social club or union
      fees and pay the amount to the organisation specified by the employee. The
      Employer shall also be entitled to deduct from any salary payment payable upon
      termination of employment any overpayment made to the Employee for leave taken
      in advance.




14.6 Employee
      Acknowledgement




The
      Employee acknowledges that:




(i)  they
      have been advised of their right to take independent advice on the terms of
      this
      agreement,


(ii)  that
      they have been provided with a reasonable opportunity to take that advice;


(iii)  that
      they have read these terms of employment and understand these terms and their
      implications; and


(iv)  that
      they agree to be bound by these terms of employment and the Employer's policies
      and procedures as implemented by the Employer from time to time.









Declaration




**SiteWorks
      Building & Development Co.,** offer
      this employment agreement to **Carl
      M Nurse.**




**Signed
      by:.............................................................. Date: November
      6, 2002**




I, **Carl
      M Nurse** ,
      declare
      that I have read and understand the conditions of employment detailed above
      and
      accept them fully. I have been advised of the right to seek independent advice
      in relation to this agreement, and have been allowed reasonable time to do
      so.




**Signed
      by:.............................................................. Date:..
      November 6, 2002..**




**Ss
      C M Nurse**