EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT (the  "Agreement"),  dated as of December 1,
1998 is entered into between TIMOTHY F. MCWILLIAMS, residing at 7035 S. Tropical
Trail, Merritt Island, Fl. 32952 ("Executive"),  and PRE-CELL SOLUTIONS, INC., a
Colorado  corporation  having its principal  office at 255 East Drive,  Suite C,
Melbourne, Florida 33326 ("Company").

         WHEREAS, the Company and Executive desire to provide for the employment
of Executive by the Company on the terms set forth herein;

         IT IS AGREED:

         1.       Employment, Duties and Acceptance.

                  1.1  The  Company  hereby  employs   Executive  as  its  Chief
Operating  Officer to  supervise  and control the day to day  operations  of the
Company's  business.  All of  Executive's  powers and  authority in any capacity
shall at all times be subject to the  reasonable  direction  and  control of the
Company's President and board of directors (the "Board").

                  1.2 The President may assign to Executive such other executive
duties  for the  Company or any  Affiliate  (as  defined in Section  5.1) as are
consistent with Executive's status as Chief Operating Officer.

                  1.3 Executive  accepts such  employment and agrees to devote a
sufficient  portion  of  his  business  time,  energies  and  attention  to  the
performance of his duties.  Executive shall perform his duties  primarily in and
from the Company's offices located in Melbourne, Florida.

         2.       Compensation and Benefits.

                  2.1  The  Company   shall  pay  to  Executive  a  base  salary
("Salary") at the aggregate rate of $95,000 per annum during the Employment Term
(as such term is defined in Section  3.1,  below).  Executive's  Salary shall be
paid in equal,  periodic  installments,  in accordance with

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the Company's  normal  payroll  procedures  and shall be subject to  withholding
taxes and other normal payroll deductions.

                  2.2 The Company may award  Executive a bonus (the  "Bonus") at
the sole  discretion of the Board,  which Bonus shall be  determined  based upon
Executive's performance and the Company's performance generally. Notwithstanding
the foregoing, Executive understands that the Company is not obligated under any
circumstances, to award any such Bonus.

                  2.3 The Company shall annually review Executive's performance.
Based upon such review and such other factors as the Company may  consider,  the
Company  may  determine  to increase  Executive's  salary.  Notwithstanding  the
foregoing,  Executive  understands  that the Company is not obligated  under any
circumstances, to award any such increase in salary.

                  2.4 Executive  shall be entitled to such  medical,  dental and
disability insurance which is no less favorable than generally afforded to other
senior  executives  of the Company,  subject to applicable  waiting  periods and
other conditions.  Executive shall be entitled to four weeks of vacation in each
employment  year and to a reasonable  number of other days off for religious and
personal  reasons.  Executive  acknowledges  that the Company may,  from time to
time, apply for and take out in its own name and at its expense,  life,  health,
disability,  accident or other  insurance,  including  key man  insurance,  upon
Executive  that the  Company may deem  necessary  and  advisable  to protect its
interests  hereunder;  and  Executive  agrees to submit to any  medical or other
reasonable  examination  necessary  for such purpose and to assist and cooperate
with the Company in procuring such insurance; and Executive acknowledges that he
shall have no right, title or interest in or to such insurance.

                  2.5  The  Company  will  pay or  reimburse  Executive  for all
transportation,  hotel and other  expenses  reasonably  incurred by Executive on
business trips and for all other ordinary and reasonable  out-of-pocket expenses
actually  incurred by him in the conduct of the business of the Company  against
itemized  vouchers  submitted  with  respect to any such  expenses  approved  in
accordance with customary procedures.

                  2.6  Simultaneous  with the execution of This  Agreement,  The
Company  will grant  Executive  the option to purchase  3,000,000  shares of the
Company's  common stock,  par value $.01 per share, at an exercise price of $.04
per share (the  "Option").  The Option shall fully vest one year after the grant
date and shall remain exercisable for a period of five years after vesting.  The

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Option shall be evidenced by a Stock Option  Agreement  entered into between the
Company and Executive of even date herewith.

         3.       Term and Termination.

                  3.1 The term of this  Agreement  commences  as of  December 1,
1998 and shall continue until December 1, 2001 (the "Employment  Term"),  unless
sooner terminated or extended as herein provided.

                  3.2 If Executive dies during the term of this Agreement,  this
Agreement shall thereupon terminate.

                  3.3 The Company,  by notice to Executive,  may terminate  this
Agreement if Executive  shall fail because of illness or  incapacity  to render,
for six  consecutive  months,  services of the  character  contemplated  by this
Agreement.

                  3.4 The Company, by not less than 30 days notice to Executive,
may  terminate  this  Agreement  without cause at any time. In the event of such
termination the Company shall pay to Executive the salary due Executive pursuant
to  Paragraph  2.1 through  the  Employment  Term as  provided  in Section  3.1.
Notwithstanding such termination, the provisions of paragraph 4 shall survive.

                  3.5 The Company,  by notice to Executive,  may terminate  this
Agreement for cause. As used herein,  "cause" shall include,  but not be limited
to: (a) the refusal or failure by Executive to carry out specific  directions of
the Chief Executive  Officer which are of a material  nature,  or the refusal or
failure by Executive to perform a material part of Executive's duties hereunder;
(b) the commission by Executive of a material breach of any of the provisions of
this  Agreement;  (c) common law fraud or  dishonest  action by Executive in his
relations with the Company or any of its subsidiaries or affiliates, or with any
customer  or  business  contact  of the  Company or any of its  subsidiaries  or
affiliates  ("dishonest" for these purposes shall mean Executive's  knowingly or
recklessly  making of a  material  misstatement  or  omission  for his  personal
benefit);  or (d) the  conviction of Executive of any crime  involving an act of
moral turpitude. Notwithstanding the foregoing, no "cause" for termination shall
be deemed to exist with respect to Executive's  acts described in clauses (a) or
(b) above,  unless the  Company  shall have given  written  notice to  Executive
specifying the "cause" with  reasonable  particularity  and, within ten business
days after such notice, Executive shall not have cured or eliminated the problem
or thing giving rise to

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such "cause;" provided,  however,  that a breach of any provision of clauses (a)
or (b) above, involving the same or substantially similar actions or conduct for
which the Company  previously  gave notice of  termination  and with  respect to
which,  Executive  satisfactorily  cured,  shall be grounds for  termination for
cause  without any  additional  notice from the  Company.  Notwithstanding  such
termination, the provisions of paragraph 4 shall survive.

                  3.6 The  Executive,  by notice to the Company,  may  terminate
this Agreement if the Company materially  breaches any of the provisions of this
Agreement.  Notwithstanding the foregoing,  the Executive shall not have grounds
for termination  unless Executive shall have given written notice to the Company
specifying the breach with reasonable  particularity  and, within ten days after
such notice, the Company shall not have cured or eliminated the problem or thing
giving rise to such breach; provided, however, that a breach of any provision of
this Agreement  involving the same or  substantially  similar actions or conduct
for which the Executive  previously  gave notice of termination and with respect
to which, the Company satisfactorily cured, shall be grounds for termination for
cause  without  any  additional  notice  from  the  Executive.  In the  event of
termination  by  Executive  under this  Section  3.6,  the Company  shall pay to
Executive the Salary due Executive  pursuant to paragraph 2.1 hereof through the
Employment Term. Notwithstanding such termination, the provisions of paragraph 4
shall survive  termination if the Company  continues to pay Executive the Salary
as provided in the immediately preceding sentence.

         4.       Protection of Confidential Information; Non-Competition.

                  4.1      Executive acknowledges that:

                           (a) As a result of his  employment  with the Company,
Executive  will  obtain  secret  and  confidential  information  concerning  the
business of the Company  and/or its  subsidiaries  and  affiliates  (referred to
collectively  in  this  paragraph  4  as  the  "Company"),   including,  without
limitation,  financial information,  designs and other proprietary rights, trade
secrets and "know-how," customers and sources ("Confidential Information").

                           (b) The Company will suffer  substantial damage which
will be difficult to compute if,  during the period of his  employment  with the
Company or thereafter, Executive should divulge Confidential Information.

                           (c) The  provisions of this  Agreement are reasonable
and necessary for the protection of the business of the Company.

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                  4.2  Executive  agrees  that he will not at any  time,  either
during the term of this Agreement or thereafter, divulge to any person or entity
any  Confidential  Information  obtained  or  learned  by him as a result of his
employment with, or prior retention by, the Company, except (i) in the course of
performing  his  duties  hereunder;  (ii)  with the  Company's  express  written
consent;  (iii) to the extent that any such  information is in the public domain
other  than  as a  result  of  Executive's  breach  of any  of  his  obligations
hereunder;  or (iv) where  required to be disclosed by court order,  subpoena or
other  government  process.  If Executive  shall be required to make  disclosure
pursuant to the provisions of clause (iv) of the preceding  sentence,  Executive
promptly,  but in no event more than 72 hours after  learning of such  subpoena,
court order, or other government process,  shall notify, by personal delivery or
by  electronic  means,  confirmed  by mail,  the Company  and, at the  Company's
expense,  Executive  shall:  (a) take all reasonably  necessary and lawful steps
required by the  Company to defend  against the  enforcement  of such  subpoena,
court order or other government process, and (b) permit the Company to intervene
and  participate  with counsel of its choice in any  proceeding  relating to the
enforcement thereof.

                  4.3 Upon  termination  of his  employment  with  the  Company,
Executive will promptly  deliver to the Company all memoranda,  notes,  records,
reports,  manuals,  drawings,  blueprints  and other  documents  (and all copies
thereof)  relating to the  business of the Company and all  property  associated
therewith,  which he may then  possess  or have  under  his  control;  provided,
however, subject to Executive's obligations under this Section 4, that Executive
shall be entitled to retain  copies of such  documents  reasonably  necessary to
document his financial relationship (both past and future) with the Company.

                  4.4 If  Executive  commits a breach,  or threatens to commit a
breach,  of any of the  provisions  of Sections  4.2, the Company shall have the
right and remedy:

                           (a)  to  have  the   provisions  of  this   Agreement
specifically  enforced  by  any  court  having  equity  jurisdiction,  it  being
acknowledged  and agreed by Executive that any such breach or threatened  breach
will cause  irreparable  injury to the Company and that money  damages  will not
provide an adequate remedy to the Company; and

                           (b) to require  Executive to account for and pay over
to the Company all monetary damages suffered by the Company as the result of any
transactions constituting a breach of any of the provisions of Sections 4.2, and
Executive hereby agrees to account for and pay over such damages to the Company.

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                  Each of the rights and remedies enumerated in this Section 4.4
shall be independent of the other, and shall be severally enforceable,  and such
rights  and  remedies  shall be in  addition  to,  and not in lieu of, any other
rights and remedies available to the Company under law or equity.

                  In connection with any legal action or proceeding  arising out
of Section  4.4,  the  prevailing  party in such action or  proceeding  shall be
entitled to be reimbursed by the other party for the reasonable  attorneys' fees
and costs incurred by the prevailing party.

                  4.5 If  Executive  shall  violate any  covenant  contained  in
Section 4 the  duration  of such  covenant so  violated  shall be  automatically
extended for a period of time equal to the period of such violation.

                  4.6 The  provisions  of this  paragraph  4 shall  survive  the
termination of this Agreement for any reason.

         5.       Definitions.

                  As used in this Agreement:

                  5.1  "Affiliate"  shall  mean any  entity  that,  directly  or
indirectly,  is controlled  by,  controlling,  or under common  control with the
Company.

         6.       Miscellaneous Provisions.

                  6.1 All notices  provided  for in this  Agreement  shall be in
writing,  and shall be deemed to have been duly given when delivered  personally
to the party to receive the same, when transmitted by electronic  means, or when
delivered by reputable  overnight  courier,  postage  prepaid,  addressed to the
party to receive the same at his or its address set forth  below,  or such other
address as the party to receive the same shall have  specified by written notice
given in the manner  provided  for in this  Section  6.1.  All notices  shall be
deemed to have been given upon actual receipt.

                  If to Executive:

                           Timothy F. McWilliams
                           7035 S. Tropical Trail
                           Merritt Island, Fl  32952

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                  If to the Company:

                           Pre-Cell Solutions, Inc.
                           255 East Drive, Suite C
                           Melbourne, Florida 33326
                           Attention:  President

                  6.2 This  Agreement  sets  forth the entire  agreement  of the
parties  relating to the  employment  of Executive and are intended to supersede
all prior  negotiations,  understandings  and agreements.  No provisions of this
Agreement may be waived or changed except by a writing by the party against whom
such  waiver or change is sought to be  enforced.  The  failure  of any party to
require performance of any provision hereof or thereof shall in no manner affect
the right at a later time to enforce such provision.

                  6.3 All  questions  with respect to the  construction  of this
Agreement,  and the rights and  obligations of the parties  hereunder,  shall be
determined  in  accordance  with the law of the State of Florida  applicable  to
agreements made and to be performed entirely in Florida.

                  6.4  This  Agreement  shall  inure  to the  benefit  of and be
binding upon the successors and assigns of the Company. This Agreement shall not
be  assignable  by  Executive,  but shall inure to the benefit of and be binding
upon Executive's heirs and legal representatives.

                  6.5 Should any  provision  of this  Agreement  become  legally
unenforceable,  no other provision of this Agreement shall be affected, and this
Agreement  shall  continue  as if the  Agreement  had been  executed  absent the
unenforceable provision.

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IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the date
first above written.

                                            EXECUTIVE

                                             /s/ Timothy F. McWilliams
                                            -----------------------------------
                                            Timothy F. McWilliams

                                            PRE-CELL SOLUTIONS, INC.

                                            By: /s/ Thomas E. Biddix
                                             -----------------------------------
                                             Printed name: Thomas E. Biddix
                                             Title: CEO

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