SK TECHNOLOGIES CORP
EMPLOYEMENT AGREEMENT GCP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>sktech-8k_ex10emp18gcp.txt
<DESCRIPTION>EMPLOYEMENT AGREEMENT GCP
<TEXT>
Exhibit 10.18



                             Cirilium Holdings, Inc.
                         EXECUTIVE EMPLOYMENT AGREEMENT


     THIS  EMPLOYMENT  AGREEMENT,  dated as of  __________________,  is  between
Cirilium  Holdings,  Inc. with its principal offices at 625 N. Flagler Dr. Suite
509,  West Palm  Beach  Florida  33401  (the  "Company")  and  Gerald C.  Parker
("Employee").

     THEREFORE,   in   consideration   of  the  mutual   promises   and  of  the
representations,  warranties,  covenants and agreements  herein  contained,  the
parties  hereto,  intending to be legally  bound  according to the terms of this
Agreement, hereby agree as follows:

     1. Employment:

     The Company  shall  employ  Employee,  and  Employee  hereby  accepts  such
employment and agrees to perform his duties and responsibilities  hereunder,  in
accordance with the terms and conditions hereinafter set forth.

     1.1 Duties and Responsibilities.

          (a) During such time as Employee is employed by the Company,  Employee
     shall   serve  as   President   and  perform  all  duties  and  accept  all
     responsibilities  incidental to such position. Employee shall also serve on
     the Board of Directors of the Company as acting Chairman.

          (b) Employee represents to the Company that he/she is not subject or a
     party to any employment agreement, non-competition covenant, non-disclosure
     agreement or other agreement, covenant, understanding or restriction of any
     nature  whatsoever  which  would  prohibit  Employee  from  executing  this
     Agreement and performing fully his duties and  responsibilities  hereunder,
     or which would in any manner,  directly or indirectly,  limit or affect the
     duties and  responsibilities  which may now or in the future be assigned to
     Employee by the Company.






Cirilium Holdings, Inc.                             EEA                        1

<PAGE>




     1.2 Extent of Service.

          During such time as Employee  is  employed  by the  Company,  Employee
     agrees to use his best efforts to carry out his duties and responsibilities
     under  Section 1.  hereof.  Except as  provided  in  Section 5 hereof,  the
     foregoing  shall  not be  construed  as  preventing  Employee  from  making
     investments  in other  businesses  or  enterprises  provided  that Employee
     agrees not to become engaged in any other  business  activity which may, in
     the judgment of the Board of Directors of the Company,  interfere  with his
     ability to discharge his duties and responsibilities to the Company.

     1.3 Compensation.

          (a)  For  all  the  services  rendered  by  Employee  to  the  Company
     hereunder,  Employee  shall  receive  gross  compensation  of  One  Hundred
     Thousand Dollars ($100,000.00) per year ("Base Compensation").

          (b) Option  Participation - Employee will receive  compensation in the
     form of options to purchase  three  hundred  thousand  (300,000)  shares of
     restricted common stock in the Company. In the event that this Agreement is
     terminated,  whether by Employee or With or Without  Cause by the  Company,
     Employee shall receive options for the current fiscal year in an amount pro
     rata with that portion of the year in which Employee performed services for
     the Company  pursuant to this  Agreement  and Employee  shall receive these
     options  at  the  end of the  relevant  twelve-  month  period  as if  this
     Agreement had not been terminated.








Cirilium Holdings, Inc.                             EEA                        2

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     All options  subject to this section shall vest  according to the following
     schedule:


Vesting Date                                Number of Shares

At the end of the 12th month from the
date of this Agreement                            100,000
At the end of the 24th month from the
date of this Agreement                            100,000
At the end of the 36th month from the
date of this Agreement                            100,000
----------------------------------------- ------------------


     The exercise  price of said options shall be $.0001  (one-hundredth  of one
     cent) per share.

          (b)  Additional  incentive  compensation,  if  any,  shall  be at  the
     discretion of the Board of Directors of the Company.

          (c) Medical Benefits will be offered by the Company.  During the Term,
     Employee shall also be entitled to participate in such programs as vacation
     pay and other  fringe  benefit  plans  authorized  from time to time by the
     Board of Directors of the Company in its  discretion  for  employees of the
     Company.

     1.4 Term

     This  Agreement  shall be for a period  of three  (3)  years  from the date
hereof (the "Term").






Cirilium Holdings, Inc.                             EEA                        3

<PAGE>



     2. Expenses:

     Employee shall be reimbursed for the reasonable  business expenses incurred
by him in connection with his performance of services  hereunder during the Term
upon presentation of an itemized account of such expenses in accordance with the
policies and procedures established by the Company. This amount is not to exceed
$500.00 for any single 30-day period without the Secretary or Treasurer's  prior
written approval.

     3. Developments:

     With reference to all developments, including inventions whether patentable
or otherwise; trade secrets; discoveries; improvements; ideas and writings which
either directly or indirectly  relate to or may be useful in the business of the
Company or any of its affiliates (the "Developments") which Employee,  either by
himself or in conjunction with any other person or persons, has conceived, made,
developed,  acquired  or  acquired  knowledge  of during his  employment  by the
Company,  Employee  hereby  assigns,  transfers  and  conveys,  and agrees to so
assign, transfer and convey to the Company, all of his right, title and interest
in and to any and all such  Developments  to the  Company.  At any time and from
time to time, upon the request and at the expense of the Company,  Employee will
execute and deliver any and all instruments, documents and papers, give evidence
and do any and all other acts which,  in the opinion of counsel for the Company,
are or may be necessary or desirable to document  such transfer or to enable the
Company to file and  prosecute  applications  for and to acquire,  maintain  and
enforce any and all patents,  trademark registrations or copyrights under United
States or foreign  law with  respect to any such  Developments  or to obtain any
extension,  validation,  reissue,  continuance  or renewal  of any such  patent,
trademark or copyright.  The Company will be responsible  for the preparation of
any such  instruments,  documents and papers and for the prosecution of any such
proceedings and will reimburse Employee for all reasonable  expenses incurred by
him in compliance with the provisions of this Section.









Cirilium Holdings, Inc.                             EEA                        4

<PAGE>



     4. Confidential Information:

     (a) Employee  recognizes and acknowledges  that by reason of his service to
the Company,  he has had, and will continue to have (both during the Term and at
any time thereafter  during which he may be employed by the Company),  access to
confidential  information of the Company and its affiliates,  including  without
limitation,  information  and  knowledge  pertaining  to products  and  services
offered,  ideas,  plans, trade secrets,  proprietary  information,  advertising,
distribution and sales methods and systems,  sales and profit figures,  customer
and client lists, and  relationships  between the Company and its affiliates and
customers,  clients,  suppliers and others who have  business  dealings with the
Company and its affiliates ("Confidential  Information").  Employee acknowledges
that such Confidential  Information is a valuable and unique asset and covenants
that he will not, either during or at any time after the Term, disclose any such
Confidential  Information to any person for any reason whatsoever (except as his
duties described herein may require) without the prior written  authorization of
the Board of Directors of the Company,  unless such information is in the public
domain through no fault of Employee or except as may be required by law.

     (b) Employee will not disclose the terms of his  employment or the contents
of this Agreement to any person for any reason whatsoever  (except as his duties
described  herein may require)  without the prior written  authorization  of the
Board of  Directors  of the Company,  unless such  information  is in the public
domain through no fault of Employee or except as may be required by law.








Cirilium Holdings, Inc.                             EEA                        5

<PAGE>



     5. Non-Competition:

     (a) During the Term and for a Twenty-four  (24) month period  following the
date the  employment  of Employee by the  Company or any of its  affiliates  has
ended (whether or not such employment is pursuant to this  Agreement),  Employee
will not, unless acting pursuant hereto or with the prior written consent of the
Board of Directors of the Company, directly or indirectly, own, manage, operate,
control, finance or participate in the ownership, management, operation, control
or financing of, or be connected as an officer, director,  partner, principal or
otherwise  with any  business or  enterprise  engaged  within any portion of the
United  States in the internet  telephony  business or in any other  business in
which  the  Company  was  engaged  at the  date  of  termination  of  Employee's
employment  by the  Company  or at any time for one year  after  termination  of
employment  with the Company.  It is recognized by Employee that the business of
the  Company  and  Employee's  connection  therewith  is or will be  involved in
internet site and internet telephony activity  throughout the United States, and
that more limited geographical  limitations on this non-competition covenant and
the non-  solicitation  covenant set forth in Section 6 hereof are therefore not
appropriate.

     (b) The  foregoing  restrictions  shall not be  construed  to prohibit  the
ownership  by  Employee  of not more  than  five  percent  (5%) of any  class of
securities  of any  corporation  which  is  engaged  in  any  of  the  foregoing
businesses,  provided that such  ownership  represents a passive  investment and
that neither  Employee nor any group of persons  including  Employee in any way,
either  directly  or  indirectly,  manages  or  exercises  control  of any  such
corporation,  guarantees any of its financial  obligations,  otherwise takes any
part in its business,  other than  exercising his rights as a security owner, or
seeks to do any of the foregoing.

     (c) In the event that Employee is  terminated  Without Cause by the Company
pursuant to Section  8.4 and  Employee  desires to be engaged by a company  (the
"Prospective  Employer") in violation of the covenants set forth in Section 5(a)
above,  Employee may request a waiver of Section 5(a) and Section 5(b) above and
such waiver shall be granted by the Company.







Cirilium Holdings, Inc.                             EEA                        6

<PAGE>




     6. No Solicitation:

     During the Term and for a one year period  following the date employment of
Employee by the Company or any of its  affiliates has ended (whether or not such
employment is pursuant to the Agreement),  Employee will not, either directly or
indirectly, (i) call on or solicit any person, firm, corporation or other entity
who or which at the time of such  termination  was,  or within  two years  prior
thereto  had  been,  a  customer  of the  Company  or any  of  their  respective
affiliates with respect to the activities prohibited by Section 6 hereof or (ii)
solicit the  employment  of any person who was employed by the Company or any of
Its  affiliates  on a full or  part-time  basis at any time during the course of
Employee's  employment,  unless  such  person  prior  to  such  solicitation  of
employment (A) was involuntarily discharged by the Company or such affiliate, or
(B)  voluntarily  terminated  his/her  relationship  with  the  Company  or such
affiliate.

     7. Equitable Relief:

     (a) Employee acknowledges that the restrictions contained in Sections 3, 4,
5 and 6 hereof are  reasonable  and that the Company would not have entered into
this  Agreement in the absence of such  restrictions,  and that any violation of
any  provision  of those  Sections  will  result  in  irreparable  injury to the
Company.

     (b)  EMPLOYEE  FURTHER  REPRESENTS  AND  ACKNOWLEDGES  THAT (i) HE HAS BEEN
ADVISED  BY THE  COMPANY  TO  CONSULT  HIS OWN LEGAL  COUNSEL IN RESPECT OF THIS
AGREEMENT,  (ii) THAT HE HAS HAD FULL  OPPORTUNITY,  PRIOR TO  EXECUTION OF THIS
AGREEMENT, TO REVIEW THROUGHLY THIS AGREEMENT WITH HIS COUNSEL, AND (iii) HE HAS
READ AND FULLY UNDERSTANDS THE TERMS AND PROVISIONS OF THIS AGREEMENT.

     (c) Employee  agrees that the Company shall be entitle to  preliminary  and
permanent injunctive relief,  without the necessity of providing actual damages,
as well as an equitable accounting of all earnings, profits and other






Cirilium Holdings, Inc.                             EEA                        7

<PAGE>



benefits  arising  from any  violation  of Sections  3, 4, 5 or 6 hereof,  which
rights  shall be  cumulative  and in addition to any other rights or remedies to
which the Company may be entitled.  In the event that any of the  provisions  of
Sections  5, or 6  hereof  should  ever  be  adjudicated  to  exceed  the  time,
geographic, product or service, or other limitations permitted by applicable law
in any  jurisdiction,  then such  provisions  shall be deemed  reformed  in such
jurisdiction  to the maximum  time,  geographic,  product or  service,  or other
limitations permitted by applicable law.

     (d)  Employee  irrevocably  and  unconditionally  (i) agrees that any suit,
action  or other  legal  proceeding  arising  out of this  Agreement,  including
without  limitation,  any action  commenced  by the Company for  preliminary  or
permanent  injunctive relief or other equitable  relief,  must be brought in the
United States  District Court for the Southern  District of Florida,  or if such
court does not have jurisdiction or will not accept  jurisdiction,  in any court
of general  jurisdiction in Palm Beach County (ii) consents to the non-exclusive
jurisdiction of any such court in any such suit, action or proceeding, and (iii)
waives any objection  which Employee may have to the laying of venue of any such
suit,  action or proceeding in any such court.  Employee  also  irrevocably  and
unconditionally  consents to the service of any process,  pleadings,  notices or
other  papers in a manner  permitted  by the  notice  provisions  of  Section 12
hereof.

     8. Termination:

     This  Agreement  shall  terminate  prior to the  expiration of the Term set
forth in  Section  1.4 above  upon the  occurrence  of any one of the  following
events:







Cirilium Holdings, Inc.                             EEA                        8

<PAGE>



     8.1 Disability.

          In the event that  Employee is unable  fully to perform his  essential
     duties and  responsibilities  hereunder to the full extent  required by the
     Board  of  Directors  of the  Company  by  reason  of  illness,  injury  or
     incapacity for one hundred and twenty  consecutive  days, during which time
     he shall continue to be compensated as provided in Section 1.4 hereof (less
     any payments due Employee  under  disability  benefit  programs,  including
     Social Security  disability,  worker's  compensation  hereunder;  provided,
     however,  that Employee will be entitled to receive the payments prescribed
     under any  disability  benefit plan which may be in effect for employees of
     the Company and in which he participated.  Employee agrees, in the event of
     any dispute under this Section 8.1, to submit to a physical  examination by
     a licensed physician selected by the Board of Directors of the Company.

     8.2 Death.

          In the event that Employee dies during the Term, the Company shall pay
     to his executors,  legal  representatives or administrators any amounts due
     and owing to the date of death to  Employee as part of the salary set forth
     in Section 1.4 hereof,  and  thereafter  the Company  shall have no further
     liability or obligation hereunder to his executors,  legal representatives,
     administrators,  heirs or assigns  or any other  person  claiming  under or
     through  it;  provided,  however,  that  Employee's  estate  or  designated
     beneficiaries shall be entitled to receive the payments prescribed for such
     recipients  under  any  death  benefit  plan  which  may be in  effect  for
     employees of the Company and in which Employee participated.

     8.3 Cause.

          Nothing  in  this   Agreement   shall  be  construed  to  prevent  its
     termination  by the Company at any time for  "cause."  For purposes of this
     Agreement, "cause" shall mean and be limited to Employee's:

          (a)  Commission  of any act of  fraud,  misappropriation  or  personal
     dishonesty relating to or involving the Company in any material way;






Cirilium Holdings, Inc.                             EEA                        9

<PAGE>



          (b) Gross  negligence  in the  performanc  of his duties or in any way
     relating to the obligations and duties, which he owes the Company;

          (c) Violation of any express  direction of the Company or any material
     violation  of any  rule,  regulation,  policy  or plan  established  by the
     Company from time to time regarding the conduct of its Employees and/or its
     business,  if such violation is not remedied by Employee within thirty (30)
     days of receiving notice of such violation from the Company;

          (d)  Demonstrably  willful and deliberat  violation of any  obligation
     owed by Employee to the Company;

          (e) Material disclosure or use of Confidential Information, other than
     as required in the performance of Employee's duties under this Agreement;

          (f)  Conviction  of a crime  constituting  a felony or any other crime
     involving  moral  turpitude or criminal  indictment  for a crime  involving
     moral  turpitude  in which  the  substantial  weight of  credible  evidence
     indicates that Employee has committed such a crime.

          In the event of  termination  for cause under section 8.3(a) or (f) of
     this  Section  8.3,  Employee  shall be  suspended  pending an  independent
     investigation by persons retained by the Company.

          In the event of a  termination  for cause,  the Company  shall have no
     obligation to make any further  payments or to provide any further benefits
     or compensation hereunder to Employee for any period subsequent to the date
     of such  termination,  except that  Employee will receive  Employee's  Base
     Compensation, as well as bonus or commission







Cirilium Holdings, Inc.                             EEA                       10

<PAGE>



     payment(s)   for  which  Employee  is  eligible  for  as  of  the  date  of
     termination.

     8.4 Without Cause by the Company.

          The Company may  terminate  this  Agreement  upon not less than thirty
     (30)  days'  written  notice  to  Employee  at and for the  Company's  sole
     convenience and in its sole discretion and without  specifying any cause as
     set forth in Section 8.3 hereof.  In such event,  and  contingent  upon (i)
     receipt by the Company of a valid and fully effective  release (in form and
     substance  satisfactory  to  the  Company)  of all  claims  under  the  Age
     Discrimination  and  Employment  Act,  29 U.S.C.  ss.  621 et. seq (ii) the
     resignation  of Employee from all positions of any nature,  which  Employee
     may then have held with the  Company  and any of its  affiliates,  Employee
     shall continue to receive Base  Compensation  for the following twelve (12)
     month period.

     9. Survival:

     Notwithstanding  the termination of this Agreement by the Company by reason
of  Employee's  disability  under  Section 8.1, for cause under  Section 8.3, or
without cause under Section 8.4, his  obligations  under  Sections 3, 4, 5 and 6
hereof shall survive and remain in full force and effect for the periods therein
provided,  and the provisions for equitable relief against Employee in Section 8
hereof shall continue in force, along with the provisions of Sections 10 through
18 hereof.

     10. Governing Law:

     This Agreement shall be governed by and  interpreted  under the laws of the
State of Florida without giving effect to any conflict of laws provisions.

     11. Litigation Expenses:

     In the event of a lawsuit by either party to enforce the provisions of this
Agreement each Party must pay their costs and expenses.





Cirilium Holdings, Inc.                             EEA                       11

<PAGE>



     12. Notices:

     All notices and other  communications  required or  permitted  hereunder or
necessary or convenient in connection  herewith shall be in writing and shall be
deemed to have  been  given  when hand  delivered  or  mailed by  registered  or
certified  mail, as follows  (provided that notice of change of address shall be
deemed given only when received):

         If to the Company:

                  625 N. Flagler Drive
                  Suite 509
                  West Palm Beach, FL  33401

         If to Employee:

                  625 N. Flagler Drive
                  Suite 509
                  West Palm Beach, FL  33401

or to such other names or addresses  as to the Company or Employee,  as the case
may be,  shall  designate  by notice to each other  person  entitled  to receive
notices in the manner specified in this Section.

     13. Entire Agreement:

     Contents of Agreement:

     (a) This Agreement supersedes any and all other agreements,  either oral or
written,  between the parties with respect to the  employment of Employee by the
Company for the  purposes  set forth in Section  1.2,  and  contains  all of the
covenants  and  agreement  between the parties with  respect to such  employment
whatsoever.  Each party to this Agreement  acknowledges that no  representation,
inducements,  promises or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party,  which are not embodied  herein,
and that no  other  agreement,  statement,  or  promise  not  contained  in this
agreement shall be valid or binding.  Any modification of this Agreement will be
effective only if it is in writing and signed by both parties to this Agreement.

     (b)  Employee  acknowledges  that  from  time  to  time,  the  Company  may
establish,  maintain and distribute  employee  manuals or handbooks or personnel
policy







Cirilium Holdings, Inc.                             EEA                       12

<PAGE>



manuals,  and officers or other  representatives of the Company may make written
or oral statements relating to personnel policies and procedures.  Such manuals,
handbooks and  statements are intended only for general  guidance.  No policies,
procedures or  statements of any nature by or on behalf of the Company  (whether
written or oral and whether or not contained in any employee  manual or handbook
or personnel  policy manual),  and no acts or practices of any nature,  shall be
construed to modify this Agreement or to create  express or implied  obligations
of any nature to Employee.

     (c) Words used  herein,  regardless  of the number and gender  specifically
used,  shall be deemed and  construed to include any other  number,  singular or
plural,  and any other  gender,  masculine,  feminine or neuter,  as the context
indicates is appropriate.

     14. Assignment:

     All of the terms and provisions of this Agreement shall be binding upon and
inure to the benefit of and be enforceable by the respective  heirs,  executors,
administrators,  legal  representatives,  successors  and assigns of the parties
hereto, except that the duties and responsibilities of Employee hereunder are of
a personal nature and shall not be assignable or delegatable in whole or in part
by Employee.

     15. Severability:

     If any  provision  of this  Agreement or  application  thereof to anyone or
under any  circumstances  is adjudicated to be invalid or  unenforceable  in any
jurisdiction,  such  invalidity or  unenforceability  shall not affect any other
provision or application and shall not invalidate or render  unenforceable  such
provision or application in any other jurisdiction.

     16. Remedies Cumulative: No Waiver:

     No remedy  conferred  upon the Company or the Employee by this Agreement is
intended to be  exclusive  of any other  remedy,  and each and every such remedy
shall be  cumulative  and shall be in addition to any remedy given  hereunder or
now or  hereafter  existing  at law or in equity.  No delay or  omission  by the
Company or employee in






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<PAGE>



exercising any right,  remedy or power hereunder or existing at law or in equity
shall be construed as a waiver thereof,  and any such right, remedy or power may
be exercised  by the Company or the  employee  from time to time and as often as
may be deemed  expedient or necessary by the Company or the employee at its sole
discretion.

     17. Indemnification:

     17.1  Third-Party  Proceedings.  The Company  shall  indemnify  Employee if
Employee  is or  was a  party  or is  threatened  to be  made  a  party  to  any
threatened,  pending,  or  completed  action  or  proceedings,   whether  civil,
criminal,  administrative,  or investigative  (other than an action by or in the
right of the Company) by reason of the fact that  Employee is or was a director,
officer,  employee,  or agent of the Company or an  affiliate,  by reason of any
action or inaction on the part of Employee while a director,  officer, employee,
or agent or by reason of the fact that Employee is or was serving at the request
of  the  Company  as  a  director,   officer,  employee,  or  agent  of  another
corporation,  partnership,  joint venture,  trust, or other enterprise,  against
expenses (including  reasonable attorneys fees),  judgments,  fines, and amounts
paid in  settlement  (if such  settlement is approved in advance by the Company,
which  approval  shall not be  unreasonably  withheld)  actually and  reasonably
incurred by Employee in  connection  with such action or  proceeding  unless the
Company  shall  establish  that (a)  Employee did not act in good faith and in a
manner Employee  reasonably  believed to be in the best interests of the Company
and, with respect to any criminal action or proceeding,  had reasonable cause to
believe  Employee's  conduct was unlawful;  (b) Employee's  actions  amounted to
gross  negligence;  or (c) Employee's  actions were performed with knowledge and
intent to harm the  Company.  The  termination  of any action or  proceeding  by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption (i) that Employee did
not act in good faith and in a manner which Employee  reasonably  believed to be
in the best  interests  of the  Company;  or (ii) with  respect to any  criminal
action or proceeding,






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<PAGE>



that  Employee  had  reasonable  cause to believe  that  Employee's  conduct was
unlawful.

     17.2 Proceedings by or in the Right of the Company.

     The  Company  shall  indemnify  Employee if Employe was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or
proceeding  by or in the right of the Company or any affiliate of the Company to
procure a judgment in its favor by reason of the fact that  Employee is or was a
director,  officer,  employee,  or agent of the Company, or any affiliate of the
Company,  by reason of any action or inaction  on the part of  Employee  while a
director,  officer, employee, or agent or by reason of the fact that Employee is
or was serving at the request of the Company as a director,  officer,  employee,
or agent of another  corporation,  partnership,  joint venture,  trust, or other
enterprise,  against expenses (including reasonable attorney's fees) and, to the
fullest  extent  permitted by law,  amounts paid in settlement of such action or
proceeding  unless the Company shall  establish any of the following  concerning
the action:

          a. That  Employee did not act in good faith;  b.  Employee  acted in a
     manner  Employee  could  not  have  reasonably  believed  to be in the best
     interests  of the Company and its  Members;  c. The  Employee  actions were
     intentional  and with  knowledge that such actions would result in the harm
     complained  of; d.  Employee's  actions amount to gross  negligence;  or e.
     Employee's actions were outside the scope of his employment.

          No  indemnification  shall be made in respect  of any claim,  issue or
     matter as to which  Employee  shall have been  adjudged to be liable to the
     Company  in the  performance  of  Employee's  duty  to the  Company  or any
     affiliate  of the  Company  unless and only to the extent that the court in
     which such action or  proceeding  is or was pending  shall  determine  upon
     application that, in view of all the circumstances of the case, Employee is
     fairly and reasonably entitled to







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<PAGE>



     indemnity for expenses or amounts paid in  settlement  and then only to the
     extent that the court shall determine.

     17.3 Procedure.

     Any  indemnification  provided for in this Agreement shall be made no later
than  forty-five  (45)  days  after the  resolution  (by  judgment,  settlement,
dismissal,  or otherwise) of the claim to which  indemnification is sought. If a
claim under this  Agreement,  under any statute,  or under any  provision of the
Company's Articles of Incorporation or bylaws providing for indemnification,  is
not paid in full by the Company within such period,  Employee may, but need not,
at any time thereafter bring an action against the Company to recover the unpaid
amount of the claim and, subject to Section 17 of this Agreement, Employee shall
also be entitled to be paid for the expenses  (including  reasonable  attorneys'
fees) of bringing  such action.  It shall be a defense to any such action (other
than an action  brought to enforce a claim for expenses  incurred in  connection
with any action or proceeding in advance of its final disposition) that Employee
has not met the standards of conduct which make it permissible  under applicable
law for the Company to indemnify Employee for the amount claimed, but the burden
of proving such defense shall be on the Company,  and Employee shall be entitled
to receive interim  payments of expenses  pursuant to this Agreement  unless and
until such defense may be finally  adjudicated  by court order or judgment  from
which no further right appeal exists.  It is the parties'  intention that if the
Company contest Employee's right to indemnification,  the question of Employee's
right to  indemnification  shall be for the court to  decide,  and  neither  the
failure of the Company  (including  its Board of  Directors,  any  committee  or
subgroup of the Board of Directors,  independent legal counsel,  or its Members)
to have made a determination  that  indemnification of Employee is proper in the
circumstances  because  Employee  has met the  applicable  standard  of  conduct
required  by  applicable  law,  nor  an  actual  determination  by  the  Company
(including  its Board of  Directors,  any  committee or subgroup of the Board of
Directors,






Cirilium Holdings, Inc.                             EEA                       16

<PAGE>



independent  legal  counsel,  or its  Members)  that  Employee  has not met such
applicable standard of conduct,  shall create a presumption that Employee has or
has not met the applicable standard of conduct.

     17.4 Notice to Insurers.

     If,  at the time of the  receip  of a notice  of a claim  pursuant  to this
Agreement,  the Company has  directors'  and  officers'  liability  insurance in
effect,  the  Company  shall  give  prompt  notice of the  commencement  of such
proceeding to the insurers in accordance  with the  procedures  set forth in the
respective  policies.  The  Company  shall  thereafter  take  all  necessary  or
desirable  action to cause such insurers to pay, on behalf of the Employee,  all
amounts  payable as a result of such  proceeding in accordance with the terms of
such policies.

     17.5 Relationship to Other Sources.

     Employee  shall not be required to  exercise  any rights  against any other
parties  (for  example,  under any  insurance  policy  purchased by the Company,
Employee, or any other person or entity) before Employee, or Agreement. However,
to the extent the Company actually  indemnifies  Employee or advances  expenses,
the Company  shall be entitled to enforce any such  rights,  which  Employee may
have against third parties. Employee shall assist the Company in enforcing those
rights if the Company pays Employee's reasonable costs and expenses of doing so.

     17.6 Selection of Counsel.

     In the event the Company shall be obligated under this Agreement to pay the
expenses of any proceeding against Employee, the Company, if appropriate,  shall
be entitled to assume the defense of such  proceeding,  with counsel approved by
Employee,  which approval shall not be unreasonably withheld,  upon the delivery
to Employee of written  notice of its election to do so. After  delivery of such
notice,  approval of such counsel by Employee and the  retention of such counsel
by the Company, the Company will not be









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<PAGE>



liable to Employee  under this  Agreement  for any fees of counsel  subsequently
incurred by Employee  with  respect to the same  proceeding,  provided  that (i)
Employee  shall  have the  right to employ  counsel  in any such  proceeding  at
Employee's  expense;  and (ii) if (A) the  employment of counsel by Employee has
been  previously  authorized by the Company (B) Employee  shall have  reasonably
concluded  that there may be a conflict  of  interest  between  the  Company and
Employee in the conduct of any such  defense,  or (C) the Company  shall not, in
fact, have employed counsel to assume the defense of such  proceeding,  then the
reasonable  fees and expenses of  Employee's  counsel shall be at the expense of
the Company.

     17.7 Additional Rights

     a.  Scope.  Notwithstanding  any other  provision  of this  Agreement,  the
Company hereby agrees to indemnify the Employee to the fullest extent  permitted
by law, notwithstanding that such indemnification is not specifically authorized
or mandated by the other provisions of this Agreement, the Company's Articles of
Incorporation,  the Company's Bylaws, or by statute. In the event of any change,
after the date of this Agreement,  in any applicable law, statute, or rule which
expands  the  right of a  corporate  entity to  indemnify  a member of its or an
affiliate's board of directors or an officer, such changes shall be, ipso facto,
within the purview of Employee's rights and the Company's obligations under this
Agreement.  In the event of any change in any applicable law,  statute,  or rule
which narrows the right of a corporate entity to indemnify a member of its or an
affiliate's  Board of Directors or an officer,  such changes,  to the extent not
otherwise required by such law, statute, or rule to be applied to this Agreement
shall have no effect on this  Agreement  or the parties  rights and  obligations
hereunder.

     b. Nonexclusivity. The indemnification provided by this Agreement shall not
be deemed  exclusive  of any rights to which  Employee my be entitled  under the
Company's  Articles of  Incorporation,  its Bylaws,  any agreement,  any vote of
Members or disinterested directors, the Corporation Law of the State of Florida,







Cirilium Holdings, Inc.                             EEA                       18

<PAGE>



or otherwise, both as to action in Employee's official capacity and as to action
or inaction in another capacity while holding such office.  The  indemnification
provided under this Agreement shall continue as to Employee for any action taken
or not taken while serving in an indemnified  capacity even though  Employee may
have  ceased to serve in such  capacity at the time of any action or other cover
proceeding is commenced.

     c. Partial  Indemnification.  Employee is entitled  under any  provision of
this  Agreement to  indemnification  by the Company for some or a portion of the
expenses  judgments,  fines, or penalties actually or reasonably incurred in the
investigation, defense, appeal, or settlement of any civil or criminal action or
proceeding,  but not, however,  for the total amount thereof,  the Company shall
nevertheless  indemnify  Employee for the portion of such  expenses,  judgments,
fines, or penalties to which Employee is entitled.

     d.  Acknowledgment.  Both the  Company  and  Employee  acknowledge  that in
certain instances, state or federal law or applicable public policy may prohibit
the Company from indemnifying its directors and officers under this Agreement or
otherwise. Employee understands and acknowledges that the Company has undertaken
or may be required in the future to undertake  with the  Securities and Exchange
Commission  to submit  the  question  of  indemnification  to a court in certain
circumstances  for a determination of the Company's right under public policy to
indemnify Employee.

     18. Miscellaneous

     All section  headings  are for  convenience  only.  This  Agreement  may be
executed in several counterparts,  each of which is an original. It shall not be
necessary in making proof of this Agreement or any counterpart hereof to produce
or account for any of the other counterparts.









Cirilium Holdings, Inc.                             EEA                       19

<PAGE>


     IN WITNESS WHEREOF,  the undersigned,  intending to be legally bound,  have
executed this Agreement as of the date first above written.



Cirilium Holdings, Inc.                     Employee


/s/ Don Lees                                /s/ Gerald C. Parker
-----------------------                     ------------------------
Don Lees                                    Gerald C. Parker
Chief Executive Officer                     Chairman
















Cirilium Holdings, Inc.                             EEA                       20

</TEXT>
</DOCUMENT>
