EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT
      (this
      "Agreement") is made and entered into effective as of August 9, 2006 (the
      "Effective Date"), by and between Innovative Software Technologies, Inc., a
      California corporation (the "Employer" or “Company”), and Thomas J. Elowson, an
      individual resident in Florida (the "Executive").

    


    BACKGROUND:

    


    The
      Employer desires to employ the Executive as President and Chief Operating
      Officer of the Company, and the Executive desires to accept such employment,
      on
      the terms and subject to the conditions set forth in this
      Agreement.

    


    AGREEMENT

    


    The
      parties, intending to be legally bound, agree as follows:

    


    


    
      	
              1.

            	
              EMPLOYMENT
                TERMS AND DUTIES

            


    

    


    1.1 Employment.
      The
      Employer hereby employs the Executive, and the Executive hereby accepts
      employment by the Employer, upon the terms and conditions set forth in this
      Agreement.

    


    1.2 Term.
      Subject
      to the provisions of Section 5, the term of the Executive's employment under
      this Agreement will be three years, beginning on the Effective Date and ending
      on the third anniversary of the Effective Date. Beginning on the Termination
      Date, the term of employment shall automatically renew on a year-to-year basis
      (each such year being referred to as a "Renewal Period") unless and until
      terminated earlier pursuant to Section 6 hereof or until terminated by the
      Employer or the Executive by written notice at least 90 days before the
      commencement of such Renewal Period.

    


    1.3 Duties.
      The
      Executive will have such duties as are assigned or delegated to the Executive
      by
      the Chief Executive Officer and will initially serve as President and Chief
      Operating Officer of the Employer. The Executive will devote his time,
      attention, skill, and energy to the business of the Employer on a full-time
      basis, will use his reasonable best efforts to promote the success of the
      Employer's business, and will cooperate fully with the Board of Directors in
      the
      advancement of the best interests of the Employer. Nothing in this Section
      1.3
      will prevent the Executive from engaging in additional business activities,
      personal investments and community affairs that are not inconsistent with the
      Executive's duties under this Agreement; however, Executive must obtain
      permission of the Board of Directors before serving on the board of directors
      of
      another company If the Executive is elected as a director of the Employer or
      as
      a director or officer of any of its affiliates, the Executive will fulfill
      his
      duties as such director or officer without additional compensation.

    


    


    
      	
              2.

            	
              COMPENSATION

            


    

    


    
      	 	
              2.1

            	
              Basic
                Compensation.

            


    

    


    
      	 	
              (a)

            	
              Salary.
                The Executive will be paid an annual salary of $84,000, subject to
                adjustment as provided below (the "Salary"), which will be payable
                in
                equal periodic installments according to the Employer's customary
                payroll
                practices, but no less frequently than monthly. The Salary will be
                reviewed by the Board of Directors not less frequently than annually,
                and
                may be adjusted upward or downward in the sole discretion of the
                Board of
                Directors, but in no event will the Salary be less than $84,000 per
                year.

            


    

    


    
      	 	
              (b)

            	
              Signing
                Bonus.
                The Executive will be paid a Signing Bonus of $10,000 in cash within
                ten
                days of the closing of a fundraising, or series of related fundraising
                events, in which Employer raises a gross cumulative amount in excess
                of $2
                million.

            


    


    
      
        


         

        Initials
          _________ _________

        Executive
          Employer

        


        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    


    
      	 	
              (c)

            	
              Equity
                Grant.
                In consideration of Executive entering into this Agreement, the Company
                shall issue to Employee 5,978,349 options (the “Employment Options”) of
                its common stock, to vest immediately upon grant, with a strike price
                equal to the closing price on the Effective Date. Shares issued upon
                exercise of said options will be issued in a transaction that is
                exempt
                from the registration requirements of the Securities Act of 1933,
                as
                amended, and such shares shall be, upon issuance, validly issued,
                fully
                paid, and non-assessable. The certificates representing said shares
                shall
                bear the Company’s standard restrictive
                legend.

            


    

    


    
      	 	
              (d)

            	
              Benefits.
                The Executive will, during the Employment Period, be permitted to
                participate in such pension, profit sharing, bonus, life insurance,
                hospitalization, major medical or health plan, and other employee
                benefit
                plans of the Employer that may be in effect from time to time, to
                the
                extent the Executive is eligible under the terms of those plans
                (collectively, the "Benefits").

            


    

    


    2.2 Incentive
      Compensation.
      As
      additional compensation (the "Incentive Compensation") for the services to
      be
      rendered by the Executive pursuant to this Agreement, the Employer will pay
      the
      Executive with respect to each Fiscal Year during the Employment Period
      according to any performance-based incentive compensation plan (if any) that
      may
      be adopted by the Board of Directors from time to time for similar-level
      employees. However, the Company and/or its Board of Directors shall be under
      no
      obligation to implement any such plan, in which case Executive shall not be
      entitled to any Incentive Compensation hereunder.

    


    2.3 Withholding.
      All
      compensation and amounts payable to Executive pursuant to this Agreement other
      than the Signing Bonus shall be subject to all applicable taxes and payroll
      deductions.

    


    


    
      	
              3.

            	
              FACILITIES
                AND EXPENSES

            


    

    


    3.1 General.
      The
      Employer will furnish the Executive office space, equipment, supplies, and
      such
      other facilities and personnel as the Employer deems necessary or appropriate
      for the performance of the Executive's duties under this Agreement. The Employer
      will pay the Executive's dues in such professional societies and organizations
      as the Chief Executive Officer deems appropriate, and will pay on behalf of
      the
      Executive (or reimburse the Executive for) reasonable expenses incurred by
      the
      Executive at the request of, or on behalf of, the Employer in the performance
      of
      the Executive's duties pursuant to this Agreement, and in accordance with the
      Employer's employment policies, including reasonable expenses incurred by the
      Executive in attending conventions, seminars, and other business meetings,
      in
      appropriate business entertainment activities, and for promotional expenses.
      The
      Executive must file expense reports with respect to such expenses in accordance
      with the Employer's policies.

    


    3.2 Automobile.
      The
      Employer will provide the Executive $-0- per month as an automobile allowance.
      The Executive will own or lease his automobile directly and will maintain and
      insure it at his own expense, for his business use in connection with his
      employment under this Agreement

    


    


    
      	
              4.

            	
              VACATIONS
                AND HOLIDAYS

            


    

    


    The
      Executive will be entitled to four weeks of paid vacation each Fiscal Year
      in
      accordance with the vacation policies of the Employer in effect for its
      executive officers as modified from time to time. Vacation must be taken by
      the
      Executive at such time or times as approved by the Chairman of the Board or
      Chief Executive Officer. The Executive will also be entitled to the paid
      holidays and other paid leave set forth in the Employer's policies. Up to two
      weeks of vacation days during any Fiscal Year that are not used by the Executive
      during such Fiscal Year may be used in the subsequent Fiscal Year.

    


    



    
      
        


         

        Initials
          _________ _________

        Executive
          Employer

        


        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    
      	
              5.

            	
              TERMINATION

            


    

    


    5.1 Events
      of Termination.
      The
      Employment Period, the Executive's Basic Compensation and Incentive
      Compensation, and any and all other rights of the Executive under this Agreement
      or otherwise as an employee of the Employer will terminate (except as otherwise
      provided in this Section 5):

    


    
      	 	
              (a)

            	
              upon
                the death of the Executive;

            


    

    


    


    
      	 	
              (b)

            	
              upon
                the disability of the Executive (as defined in Section 5.2) immediately
                upon notice from either party to the
                other;

            


    

    


    
      	 	
              (c)

            	
              for
                cause (as defined in Section 5.3), immediately upon notice from the
                Employer to the Executive, or at such later time as such notice may
                specify; or

            


    

    


    
      	 	
              (d)

            	
              for
                good reason (as defined in Section 5.4) upon not less than thirty
                days'
                prior notice from the Executive to the
                Employer.

            


    

    


    In
      addition to the other termination provisions of this Agreement, Employer may
      terminate the Employee’s employment without Cause at any time.

    


    5.2 Definition
      of Disability.
      For
      purposes of Section 5.1, the Executive will be deemed to have a "disability"
      if,
      for physical or mental reasons, the Executive is unable to perform the
      Executive's duties under this Agreement for 120 consecutive days, or 180 days
      during any twelve-month period, as determined in accordance with this Section
      5.2. The disability of the Executive will be determined by a medical doctor
      selected by written agreement of the Employer and the Executive upon the request
      of either party by notice to the other. If the Employer and the Executive cannot
      agree on the selection of a medical doctor, each of them will select a medical
      doctor and the two medical doctors will select a third medical doctor who will
      determine whether the Executive has a disability. The determination of the
      medical doctor selected under this Section 5.2 will be binding on both parties.
      The Executive must submit to a reasonable number of examinations by the medical
      doctor making the determination of disability under this Section 5.2, and the
      Executive hereby authorizes the disclosure and release to the Employer of such
      determination and all supporting medical records. If the Executive is not
      legally competent, the Executive's legal guardian or duly authorized
      attorney-in-fact will act in the Executive's stead, under this Section 5.2,
      for
      the purposes of submitting the Executive to the examinations, and providing
      the
      authorization of disclosure, required under this Section 5.2.

    


    5.3 Definition
      of "For Cause."
      For
      purposes of Section 5.1, the phrase "for cause" means: (a) the Executive's
      material breach of this Agreement if Executive has been given a reasonable
      opportunity to comply with such policy or cure his failure to comply (which
      reasonable opportunity must be granted during the thirty-day period preceding
      termination of this Agreement); (b) the Executive's failure to adhere to any
      written Employer policy if the Executive has been given a reasonable opportunity
      to comply with such policy or cure his failure to comply (which reasonable
      opportunity must be granted during the fifteen-day period preceding termination
      of this Agreement); (c) the appropriation (or attempted appropriation) of a
      material business opportunity of the Employer, including attempting to secure
      or
      securing any personal profit in connection with any transaction entered into
      on
      behalf of the Employer; (d) the misappropriation (or attempted misappropriation)
      of any of the Employer's funds or property; or (e) the conviction of, (or its
      procedural equivalent), or the entering of a guilty plea or plea of no contest
      with respect to, a felony, the equivalent thereof, or any other crime with
      respect to which imprisonment is a possible punishment. Termination for cause
      shall be effected only through a vote of the majority of the board of
      directors.

    


    5.4 Definition
      of "For Good Reason." For
      purposes of Section 5.1, the phrase "for good reason" means any of the
      following: (a) The Employer's material breach of this Agreement; (b) the
      assignment of the Executive without his consent to a position, responsibilities,
      or duties of a materially lesser status or degree of responsibility than his
      position, responsibilities, or duties at the Effective Date; or (c) the
      relocation of the Employer's principal executive offices more than thirty (30)
      miles from its current location (d) the requirement by the Employer that the
      Executive be based anywhere other than the Employer's principal executive
      offices, in either case without the Executive's consent, or (e) a Change in
      Control of the Employer.


    
      
        


         

        Initials
          _________ _________

        Executive
          Employer

        


        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


    


    5.5 Termination
      Pay.
      Effective upon the termination of this Agreement, the Employer will be obligated
      to pay the Executive (or, in the event of his death, his designated beneficiary
      as defined below) only such compensation as is provided in this Section 5.5.
      For
      purposes of this Section 5.5, the Executive's designated beneficiary will be
      such individual beneficiary or trust, located at such address, as the Executive
      may designate by notice to the Employer from time to time or, if the Executive
      fails to give notice to the Employer of such a beneficiary, the Executive's
      estate. Notwithstanding the preceding sentence, the Employer will have no duty,
      in any circumstances, to attempt to open an estate on behalf of the Executive,
      to determine whether any beneficiary designated by the Executive is alive or
      to
      ascertain the address of any such beneficiary, to determine the existence of
      any
      trust, to determine whether any person or entity purporting to act as the
      Executive's personal representative (or the trustee of a trust established
      by
      the Executive) is duly authorized to act in that capacity, or to locate or
      attempt to locate any beneficiary, personal representative, or
      trustee.

    


    
      	 	
              (a)

            	
              Termination
                by the Executive for Good Reason or by the Employer without
                Cause.
                If
                the Executive terminates this Agreement for good reason, or if the
                Employer terminates the Employee without Cause, the Employer will
                pay the
                Executive (i) the Executive's Salary for the shorter of (A) the remainder,
                if any, of the calendar month in which such termination is effective
                and
                for twelve consecutive calendar months thereafter or (B) the remaining
                portion of the original term of this Agreement or, if the Agreement
                is in
                a Renewal Period, then remaining portion of such Renewal Term, and
                (ii)
                that portion of the Executive's Incentive Compensation, if any, for
                the
                Fiscal Year during which the termination is effective, prorated through
                the date of termination.

            


    

    


    
      	 	
              (b)

            	
              Termination
                by the Employer for Cause.
                If
                the Employer terminates this Agreement for Cause the Executive will
                be
                entitled to receive his Salary only through the date such termination
                is
                effective, but will not be entitled to any Incentive Compensation
                for the
                Fiscal Year during which such termination occurs or any subsequent
                Fiscal
                Year.

            


    

    


    
      	 	
              (c)

            	
              Termination
                upon Disability.
                If
                this Agreement is terminated by either party as a result of the
                Executive's disability, as determined under Section 5.2, the Employer
                will
                pay the Executive his Salary through the remainder of the calendar
                month
                during which such termination is effective and for the lesser of
                (i) six
                consecutive months thereafter, or (ii) the period until disability
                insurance benefits commence under the disability insurance coverage
                furnished by the Employer to the
                Executive.

            


    

    


    
      	 	
              (d)

            	
              Termination
                upon Death.
                If
                this Agreement is terminated because of the Executive's death, the
                Executive will be entitled to receive his Salary through the end
                of the
                calendar month in which his death occurs, and that part of the Executive's
                Incentive Compensation, if any, for the Fiscal Year during which
                his death
                occurs, prorated through the end of the calendar month during which
                his
                death occurs.

            


    

    


    
      	 	
              (e)

            	
              Benefits.
                The Executive's accrual of, or participation in plans providing for,
                the
                Benefits will cease at the effective date of the termination of this
                Agreement, and the Executive will be entitled to accrued Benefits
                pursuant
                to such plans only as provided in such plans.


            


    

    


    


    
      	
              6.

            	
              NON-DISCLOSURE
                COVENANT; EMPLOYEE
                INVENTIONS

            


    

    


    6.1 Acknowledgments
      by the Executive.
      The
      Executive acknowledges that (a) during the Employment Period and as a part
      of
      his employment, the Executive will be afforded access to Confidential
      Information; (b) public disclosure of such Confidential Information could have
      an adverse effect on the Employer and its business; (c) because the Executive
      possesses substantial technical expertise and skill with respect to the
      Employer's business, the Employer desires to obtain exclusive ownership of
      each
      Employee Invention, and the Employer will be at a substantial competitive
      disadvantage if it fails to acquire exclusive ownership of each Employee
      Invention; (d) the Employer has required that the Executive make the covenants
      in this Section 6 as a condition to employment; and (e) the provisions of this
      Section 6 are reasonable and necessary to prevent the improper use or disclosure
      of Confidential Information and to provide the Employer with exclusive ownership
      of all Employee Inventions.


    
      
        


         

        Initials
          _________ _________

        Executive
          Employer

        


        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


    


    6.2 Agreements
      of the Executive.
      In
      consideration of the compensation and benefits to be paid or provided to the
      Executive by the Employer under this Agreement, the Executive covenants as
      follows:

    


    
      	 	
              (a)

            	
              Confidentiality.

            


    

    


    
      	 	
              (i)

            	
              During
                and at all times following the Employment Period, the Executive will
                hold
                in confidence the Confidential Information and will not disclose
                it to any
                person except with the specific prior written consent of the Employer
                or
                except as otherwise expressly permitted by the terms of this
                Agreement.

            


    

    


    
      	 	
              (ii)

            	
              Any
                trade secrets of the Employer will be entitled to all of the protections
                and benefits under applicable state or federal law including trade
                secret
                law. If any information that the Employer deems to be a trade secret
                is
                found by a court of competent jurisdiction not to be a trade secret
                for
                purposes of this Agreement, such information will, nevertheless,
                be
                considered Confidential Information for purposes of this Agreement.
                The
                Executive hereby waives any requirement that the Employer submit
                proof of
                the economic value of any trade secret or post a bond or other
                security.

            


    

    


    
      	 	
              (iii)

            	
              None
                of the foregoing obligations and restrictions applies to any part
                of the
                Confidential Information that the Executive demonstrates was or became
                generally available to the public other than as a result of a disclosure
                by the Executive.

            


    

    


    
      	 	
              (iv)

            	
              The
                Executive will not remove from the Employer's premises (except to
                the
                extent such removal is for purposes of the performance of the Executive's
                duties at home or while traveling, or except as otherwise specifically
                authorized by the Employer) any document, record, notebook, plan,
                model,
                component, device, data, or computer software or code, whether embodied
                in
                a disk or in any other form (collectively, the "Proprietary Items").
                The
                Executive recognizes that, as between the Employer and the Executive,
                all
                of the Proprietary Items, whether or not developed by the Executive,
                are
                the exclusive property of the Employer. Upon termination of this Agreement
                by either party, or upon the request of the Employer during the Employment
                Period, the Executive will return to the Employer all of the Proprietary
                Items in the Executive's possession or subject to the Executive's
                control,
                and the Executive shall not retain any copies, abstracts, sketches,
                or
                other physical or electronic embodiment of any of the Proprietary
                Items.

            


    

    


    
      	 	
              (b)

            	
              Employee
                Inventions.
                Each Employee Invention will belong exclusively to the Employer.
                The
                Executive acknowledges that all of the Executive's writing, works
                of
                authorship, and other Employee Inventions are works made for hire
                and the
                property of the Employer, including any copyrights, patents, semiconductor
                mask protection, or other intellectual property rights pertaining
                thereto.
                If it is determined that any such works are not works made for hire,
                the
                Executive hereby assigns to the Employer all of the Executive's right,
                title, and interest, including all rights of copyright, patent,
                semiconductor mask protection, and other intellectual property rights,
                to
                or in such Employee Inventions. The Executive covenants that he will
                promptly:

            


    

    


    
      	 	
              (i)

            	
              disclose
                to the Employer in writing any Employee
                Invention;

            


    


    
      
        


         

        Initials
          _________ _________

        Executive
          Employer

        


        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    


    


    
      	 	
              (ii)

            	
              assign
                to the Employer or to a party designated by the Employer, at the
                Employer's request and without additional compensation, all of the
                Executive's right to the Employee Invention for the United States
                and all
                foreign jurisdictions;

            


    

     

    
      	 	
              (iii)

            	
              execute
                and deliver to the Employer such applications, assignments, and other
                documents as the Employer may request in order to apply for and obtain
                patents or other registrations with respect to any Employee Invention
                in
                the United States and any foreign
                jurisdictions;

            


    

    


    
      	 	
              (iv)

            	
              sign
                all other papers necessary to carry out the above obligations;
                and

            


    

    


    
      	 	
              (v)

            	
              give
                testimony and render any other assistance but without expense to
                the
                Executive in support of the Employer's rights to any Employee
                Invention.

            


    

    


    6.3 Disputes
      or Controversies.
      The
      Executive recognizes that should a dispute or controversy arising from or
      relating to this Agreement be submitted for adjudication to any court,
      arbitration panel, or other third party, the preservation of the secrecy of
      Confidential Information may be jeopardized. All pleadings, documents,
      testimony, and records relating to any such adjudication will be maintained
      in
      secrecy and will be available for inspection by the Employer, the Executive,
      and
      their respective attorneys and experts, who will agree, in advance and in
      writing, to receive and maintain all such information in secrecy, except as
      may
      be limited by them in writing.

    


    


    
      	
              7.

            	
              NON-COMPETITION
                AND NON-INTERFERENCE

            


    

    


    7.1 Acknowledgments
      by the Executive.
      The
      Executive acknowledges that: (a) the services to be performed by him under
      this
      Agreement are of a special, unique, unusual, extraordinary, and intellectual
      character; (b) the Employer's business is national in scope and its products
      are
      marketed throughout the United States and Canada; (c) the Employer competes
      with
      other businesses that are or could be located in any part of the United States
      or Canada; (d) the Employer has required that the Executive make the covenants
      set forth in this Section 7 as a condition to employment by Employer; and (e)
      the provisions of this Section 7 are reasonable and necessary to protect the
      Employer's business.

    


    7.2 Covenants
      of the Executive.
      In
      consideration of the acknowledgments by the Executive, and in consideration
      of
      the compensation and benefits to be paid or provided to the Executive by the
      Employer, the Executive covenants that he will not, directly or
      indirectly:

    


    
      	 	
              (a)

            	
              during
                the Employment Period, except in the course of his employment hereunder,
                and during the Post-Employment Period, engage or invest in, own,
                manage,
                operate, finance, control, or participate in the ownership, management,
                operation, financing, or control of, be employed by, associated with,
                or
                in any manner connected with, lend the Executive's name or any similar
                name to, lend Executive's credit to or render services or advice
                to, any
                business whose products or activities compete in whole or in part
                with the
                products or activities of the
                Employer

            


    

    


    
      	 	
              (b)

            	
              whether
                for the Executive's own account or for the account of any other person,
                at
                any time during the Employment Period and the Post-Employment Period,
                solicit business of the same or similar type being carried on by
                the
                Employer, from any person known by the Executive to be a customer
                of the
                Employer, whether or not the Executive had personal contact with
                such
                person during and by reason of the Executive's employment with the
                Employer;

            


    

    


    
      	 	
              (c)

            	
              whether
                for the Executive's own account or the account of any other person
                (i) at
                any time during the Employment Period and the Post-Employment Period,
                solicit, employ, or otherwise engage as an employee, independent
                contractor, or otherwise, any person who is or was an employee of
                the
                Employer at any time during the Employment Period or in any manner
                induce
                or attempt to induce any employee of the Employer to terminate his
                employment with the Employer; or (ii) at any time during the Employment
                Period and for three years thereafter, interfere with the Employer's
                relationship with any person, including any person who at any time
                during
                the Employment Period was an employee, contractor, supplier, or customer
                of the Employer; or

            


    


    
      
        


         

        Initials
          _________ _________

        Executive
          Employer

        


        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    


    


    
      	 	
              (d)

            	
              at
                any time during or after the Employment Period, disparage the Employer
                or
                any of its shareholders, directors, officers, employees, or
                agents.

            


    

    


    For
      purposes of this Section 7.2, the term "Post-Employment Period" means the one
      year period beginning on the date of termination of the Executive's employment
      with the Employer.

    


    If
      any
      covenant in this Section 7.2 is held to be unreasonable, arbitrary, or against
      public policy, such covenant will be considered to be divisible with respect
      to
      scope, time, and geographic area, and such lesser scope, time, or geographic
      area, or all of them, as a court of competent jurisdiction may determine to
      be
      reasonable, not arbitrary, and not against public policy, will be effective,
      binding, and enforceable against the Executive.

    


    The
      period of time applicable to any covenant in this Section 7.2 will be extended
      by the duration of any violation by the Executive of such covenant.

    


    The
      Executive will, while the covenant under this Section 7.2 is in effect, give
      notice to the Employer, within ten days after accepting any other employment,
      of
      the identity of the Executive's employer. The Employer may notify such employer
      that the Executive is bound by this Agreement and, at the Employer's election,
      furnish such employer with a copy of this Agreement or relevant portions
      thereof.

    


    


    
      	
              8.

            	
              GENERAL
                PROVISIONS

            


    

    


    8.1 Injunctive
      Relief and Additional Remedy.
      The
      Executive acknowledges that the injury that would be suffered by the Employer
      as
      a result of a breach of the provisions of this Agreement (including any
      provision of Sections 6 and 7) would be irreparable and that an award of
      monetary damages to the Employer for such a breach would be an inadequate
      remedy. Consequently, the Employer will have the right, in addition to any
      other
      rights it may have, to obtain injunctive relief to restrain any breach or
      threatened breach or otherwise to specifically enforce any provision of this
      Agreement, and the Employer will not be obligated to post bond or other security
      in seeking such relief. Without limiting the Employer's rights under this
      Section 8 or any other remedies of the Employer, if the Executive breaches
      any
      of the provisions of Section 6 or 7, the Employer will have the right to cease
      making any payments otherwise due to the Executive under this
      Agreement.

    


    8.2 Covenants
      of Sections 6 and 7 are Essential and Independent
      Covenants.
      The
      covenants by the Executive in Sections 6 and 7 are essential elements of this
      Agreement, and without the Executive's agreement to comply with such covenants,
      Employer would not have entered into this Agreement or employed or continued
      the
      employment of the Executive. The Employer and the Executive have independently
      consulted their respective counsel and have been advised in all respects
      concerning the reasonableness and propriety of such covenants, with specific
      regard to the nature of the business conducted by the Employer.

    


    The
      Executive's covenants in Sections 6 and 7 are independent covenants and the
      existence of any claim by the Executive against the Employer under this
      Agreement or otherwise will not excuse the Executive's breach of any covenant
      in
      Section 6 or 7.

    


    If
      the
      Executive's employment hereunder expires or is terminated, this Agreement will
      continue in full force and effect as is necessary or appropriate to enforce
      the
      covenants and agreements of the Executive in Sections 6 and 7.


    
      
        


         

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    8.3 Representations
      and Warranties by the Executive.
      The
      Executive represents and warrants to the Employer that the execution and
      delivery by the Executive of this Agreement does not, and the performance by
      the
      Executive of the Executive's obligations hereunder will not, with or without
      the
      giving of notice or the passage of time, or both: (a) violate any judgment,
      writ, injunction, or order of any court, arbitrator, or governmental agency
      applicable to the Executive; or (b) conflict with, result in the breach of
      any
      provisions of or the termination of, or constitute a default under, any
      agreement to which the Executive is a party or by which the Executive is or
      may
      be bound.

    


    8.4 Obligations
      Contingent on Performance.
      The
      obligations of the Employer hereunder, including its obligation to pay the
      compensation provided for herein, are contingent upon the Executive's
      performance of the Executive's obligations hereunder.

    


    8.5 Waiver.
      The
      rights and remedies of the parties to this Agreement are cumulative and not
      alternative. Neither the failure nor any delay by either party in exercising
      any
      right, power, or privilege under this Agreement will operate as a waiver of
      such
      right, power, or privilege, and no single or partial exercise of any such right,
      power, or privilege will preclude any other or further exercise of such right,
      power, or privilege or the exercise of any other right, power, or privilege.
      To
      the maximum extent permitted by applicable law, (a) no claim or right arising
      out of this Agreement can be discharged by one party, in whole or in part,
      by a
      waiver or renunciation of the claim or right unless in writing signed by the
      other party; (b) no waiver that may be given by a party will be applicable
      except in the specific instance for which it is given; and (c) no notice to
      or
      demand on one party will be deemed to be a waiver of any obligation of such
      party or of the right of the party giving such notice or demand to take further
      action without notice or demand as provided in this Agreement.

    


    8.6 Binding
      Effect; Delegation of Duties Prohibited.
      This
      Agreement shall inure to the benefit of, and shall be binding upon, the parties
      hereto and their respective successors, assigns, heirs, and legal
      representatives, including any entity with which the Employer may merge or
      consolidate or to which all or substantially all of its assets may be
      transferred. The duties and covenants of the Executive under this Agreement,
      being personal, may not be delegated.

    


    8.7 Notices.
      All
      notices, consents, waivers, and other communications under this Agreement must
      be in writing and will be deemed to have been duly given when (a) delivered
      by
      hand (with written confirmation of receipt), (b) sent by facsimile (with written
      confirmation of receipt), provided that a copy is mailed by registered mail,
      return receipt requested, or (c) when received by the addressee, if sent by
      a
      nationally recognized overnight delivery service (receipt requested), in each
      case to the appropriate addresses and facsimile numbers set forth below (or
      to
      such other addresses and facsimile numbers as a party may designate by notice
      to
      the other parties):

    


    
      	 	
              If
                to Employer: 

            	
              Innovative
                Software Technologies, Inc.

            
	 	 	
              3998
                FAU Blvd., Bldg 1-210

            
	 	 	
              Boca
                Raton, FL 33431

            
	 	 	
              Facsimile
                No.:(561) 417-7253

            
	 	 	 
	 	
              With
                a copy to: 

            	
              Foley
                & Lardner LLP

            
	 	 	
              100
                North Tampa Street, Suite 2700

            
	 	 	
              Tampa,
                FL 33602

            
	 	 	
              Attention:
                Curt P. Creely, Esq.

            
	 	 	
              Facsimile
                No.: (813) 221 - 4210

            
	 	 	 
	 	
              If
                to the Executive: 

            	
              Thomas
                J. Elowson

            
	 	 	
              PO
                Box 812133

            
	 	 	
              Boca
                Raton, FL 33481

            
	 	 	
              Facsimile
                No.: (561)
                417-7253

            


    

    


    8.8 Entire
      Agreement; Amendments.
      This
      Agreement contains the entire agreement between the parties with respect to
      the
      subject matter hereof and supersedes all prior agreements and understandings,
      oral or written, between the parties hereto with respect to the subject matter
      hereof. This Agreement may not be amended orally, but only by an agreement
      in
      writing signed by the parties hereto.


    
      
        


         

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    8.9 Governing
      Law.
      This
      Agreement will be governed by the laws of the State of Florida without regard
      to
      conflicts of laws principles.

    


    


    8.10 Jurisdiction.
      Any
      action or proceeding seeking to enforce any provision of, or based on any right
      arising out of, this Agreement may be brought against either of the parties
      in
      the courts of the State of Florida County of Palm Beach, or, if it has or can
      acquire jurisdiction, in the United States District Court for the Southeast
      District of Florida, and each of the parties consents to the jurisdiction of
      such courts (and of the appropriate appellate courts) in any such action or
      proceeding and waives any objection to venue laid therein. Process in any action
      or proceeding referred to in the preceding sentence may be served on either
      party anywhere in the world.

    


    8.11 Section
      Headings, Construction.
      The
      headings of Sections in this Agreement are provided for convenience only and
      will not affect its construction or interpretation. All references to "Section"
      or "Sections" refer to the corresponding Section or Sections of this Agreement
      unless otherwise specified. All words used in this Agreement will be construed
      to be of such gender or number as the circumstances require. Unless otherwise
      expressly provided, the word "including" does not limit the preceding words
      or
      terms.

    


    8.12 Severability.
      If any
      provision of this Agreement is held invalid or unenforceable by any court of
      competent jurisdiction, the other provisions of this Agreement will remain
      in
      full force and effect. Any provision of this Agreement held invalid or
      unenforceable only in part or degree will remain in full force and effect to
      the
      extent not held invalid or unenforceable.

    


    8.13 Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which will be
      deemed to be an original copy of this Agreement and all of which, when taken
      together, will be deemed to constitute one and the same agreement.

    


    8.14 Waiver
      of Jury Trial.
      THE
      PARTIES HERETO HEREBY WAIVE A JURY TRIAL IN ANY LITIGATION WITH RESPECT TO
      THIS
      AGREEMENT.

    


    


    


    


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

    


    


    
      	
              EMPLOYER:

            	 	
              EXECUTIVE:

            
	 	 	 
	 	 	 
	
              By:
                /s/ Anthony F. Zalenski

            	 	
              /s/
                Thomas J. Elowson 

            
	
              Anthony
                F. Zalenski - CEO

            	 	
              Thomas
                J. Elowson

            


    

    


    

      
        
          


           

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    EXHIBIT
      A

    Definitions

    


    "Agreement"--this
      Employment Agreement, including this Exhibit A hereto, as amended from time
      to
      time.

    


    "Basic
      Compensation"--Salary
      and Benefits.

    


    "Benefits"--as
      defined in Section 2.1(d).

    


    "Board
      of Directors"--the
      board of directors of the Employer.

    


    “Change
      in Control"
      --shall
      be deemed to have occurred upon the happening of any one of the following
      events:

     

    
      	 	
              a.

            	
              any
                person, entity, or group thereof acting in concert (a "Person")
                (other than (A) the Employee, or any “affiliate” (as defined in Rule 12b-2
                of the Securities Exchange Act of 1934) of any of the foregoing,
                (B) the
                Company or any of its subsidiaries, (C) a trustee or other fiduciary
                holding securities under any employee benefit plan of the Company
                or any
                of its subsidiaries, (D) an underwriter temporarily holding securities
                pursuant to an offering of such securities or (E) a corporation owned,
                directly or indirectly, by the stockholders of the Company in
                substantially the same proportions as their ownership of stock in
                the
                Company) being or becoming the "beneficial owner" (as such term is
                defined
                in Rule 13d-3 under the Securities Exchange Act of 1934) of securities
                of
                the Company which, together with securities previously owned, confer
                upon
                such Person the combined voting power, on any matters brought to
                a vote of
                shareholders, of 50% or more of the then outstanding shares of voting
                securities of the Company; or

            


    

     

    
      	 	
              b.

            	
              the
                sale, assignment or transfer of assets of the Company or any subsidiary
                or
                subsidiaries, in a transaction or series of transactions, if the
                aggregate
                consideration received or to be received by the Company or any such
                subsidiary in connection with such sale, assignment or transfer is
                greater
                than fifty percent (50%) of the book value, determined by the Company
                in
                accordance with generally accepted accounting principles, of the
                Company's
                assets determined on a consolidated basis immediately before such
                transaction or the first of such transactions;
                or

            


    

    


    
      	 	
              c.

            	
              the
                merger, consolidation, share exchange or reorganization of the Company
                (or
                one or more direct or indirect subsidiaries of the Company) as a
                result of
                which the holders of all of the shares of capital stock of the Company
                as
                a group would receive fifty percent (50%) or less of the combined
                voting
                power of the voting securities of the Company or such surviving or
                resulting entity or any parent thereof immediately after such merger,
                consolidation, share exchange or reorganization;
                or

            


    

    


    
      	 	
              d.

            	
              the
                adoption of a plan of complete liquidation or the approval of the
                dissolution of the Company; or 

            


    

    


    
      	 	
              e.

            	
              the
                commencement (within the meaning of Rule 13e-4 under the Securities
                Exchange Act of 1934) of a tender or exchange offer which, if successful,
                would result in a Change of Control of the Company; or
                

            


    

    


    
      	 	
              f.

            	
              a
                determination by the Board of Directors of the Company, in view of
                the
                then current circumstances or impending events, that a Change of
                Control
                of the Company has occurred or is imminent, which determination shall
                be
                made for the specific purpose of triggering the operative provisions
                of
                this Agreement.

            


    

    


    "Confidential
      Information"--any
      and
      all:

    


    
      	 	
              a.

            	
              trade
                secrets concerning the business and affairs of the Employer, product
                specifications, data, know-how, formulae, compositions, processes,
                designs, sketches, photographs, graphs, drawings, samples, inventions
                and
                ideas, past, current, and planned research and development, current
                and
                planned manufacturing or distribution methods and processes, customer
                lists, current and anticipated customer requirements, price lists,
                market
                studies, business plans, computer software and programs (including
                object
                code and source code), computer software and database technologies,
                databases, systems, structures, and architectures (and related formulae,
                compositions, processes, improvements, devices, know-how, inventions,
                discoveries, concepts, ideas, designs, methods and information),
                and any
                other information, however documented, that is a trade secret within
                the
                meaning of the Florida Uniform Trade Secrets Act;
                and

            


    



    
      
        


         

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        A-1

        
          

        

      

      
        
        

      

    

    


    


    
      	 	
              b.

            	
              information
                concerning the business and affairs of the Employer (which includes
                historical financial statements, financial projections and budgets,
                historical and projected sales, capital spending budgets and plans,
                the
                names and backgrounds of key personnel, personnel training and techniques
                and materials), however documented except as disclosed by Employer
                to the
                public; and

            


    

    


    
      	 	
              c.

            	
              notes,
                analysis, compilations, studies, summaries, and other material prepared
                by
                or for the Employer containing or based, in whole or in part, on
                any
                information included in the
                foregoing.

            


    

    


    "disability"--as
      defined in Section 5.2.

    


    "Effective
      Date"--the
      date stated in the first paragraph of the Agreement.

    


    "Employee
      Invention"--any
      idea, invention, technique, modification, process, or improvement (whether
      patentable or not), any industrial design (whether registerable or not), any
      mask work, however fixed or encoded, that is suitable to be fixed, embedded
      or
      programmed in a semiconductor product (whether recordable or not), and any
      work
      of authorship (whether or not copyright protection may be obtained for it)
      created, conceived, or developed by the Executive, either solely or in
      conjunction with others, during the Employment Period, or a period that includes
      a portion of the Employment Period, that relates directly to the business then
      being conducted or proposed to be conducted by the Employer, and any such item
      created by the Executive, either solely or in conjunction with others, following
      termination of the Executive's employment with the Employer, that is based
      upon
      or uses Confidential Information. 

    


    "Employment
      Period"--the
      term of the Executive's employment under this Agreement.

    


    "Fiscal
      Year"--the
      Employer's fiscal year, as it exists on the Effective Date or as changed from
      time to time.

    


    "for
      cause"--as
      defined in Section 5.3.

    


    "for
      good reason"--as
      defined in Section 5.4.

    


    "Incentive
      Compensation"--as
      defined in Section 2.2.

    


    "Noncompetition
      Agreement"--as
      defined in Section 7.

    


    "person"--any
      individual, corporation (including any non-profit corporation), general or
      limited partnership, limited liability company, joint venture, estate, trust,
      association, organization, or governmental body.

    


    "Post-Employment
      Period"--as
      defined in Section 7.2.

    


    "Proprietary
      Items"--as
      defined in Section 6.2(a)(iv).

    


    "Salary"--as
      defined in Section 2.1(a).

    


      
        
          


           

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            Agreement

          
          

        

        
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