EVOLVE ONE INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>agreement-schultheis.txt
<TEXT>
                                                                    EXHIBIT 10.1
                         EXECUTIVE EMPLOYMENT AGREEMENT


         THIS  EXECUTIVE  EMPLOYMENT  AGREEMENT  (the  "Agreement")  is made and
entered into as of the 7 day of January,  2002 (the "Effective  Date"),  between
EVOLVE ONE, INC., a Delaware  corporation,  whose principal place of business is
6413 Congress  Avenue,  Suite 240, Boca Raton, FL 33487 (the "Company") and GARY
J.  SCHULTHEIS,  an individual  whose mailing  address is 6413 Congress  Avenue,
Suite 240, Boca Raton, FL 33487 (the "Executive").

                                    RECITALS

     A.   The Company is a Delaware  corporation  and is principally  engaged in
          the business of developing  and  operating  Internet and direct retail
          marketing  companies and computer  services  providers on the Internet
          (the "Business").

     B.   The Company has established a valuable  reputation and goodwill in the
          Business.

     C.   The  Company  desires  to  continue  to employ the  Executive  and the
          Executive  desires to be  employed  by the Company and to enter into a
          formal  employment  agreement for the benefit and protection of all of
          the parties.

         NOW, THEREFORE,  in consideration of the mutual agreements herein made,
the Company and the Executive do hereby agree as follows:

     1.  Recitals.  The  above  recitals  are  true,  correct,  and  are  herein
incorporated by reference.

     2.  Employment.  The Company  hereby employs the Executive as the Company's
PRESIDENT,  and the  Executive  hereby  accepts  employment,  upon the terms and
conditions hereinafter set forth.

     3.  Duties and  Responsibilities.  During the term of this  Agreement,  the
Executive  shall  serve as  PRESIDENT  of the  Company,  and shall have  general
supervision over the affairs of the Company, subsidiaries and divisions, subject
to the guidelines and direction of the Board of Directors of the Company.  It is
further the  intention  of the parties  that at all times  during the "Term" (as
hereinafter defined) of the Agreement,  the Executive shall serve as a member of
the Board of  Directors  of the  Company  in  accordance  with the Bylaws of the
Company, but Executive shall have no obligation,  in its discretion, to serve as
a director  in order to fulfill  the terms of this  Agreement.  In the event the
Executive  shall at any time not be on the Board of Directors of the Company and
serving in the capacity above indicated, it shall be presumed that the Executive
has been terminated Other than for Cause (as hereinafter  defined) and Executive
shall have all of the rights specified in Section 6.h. of this Agreement just as
if the Executive had been terminated "Other than for Cause.

     4.  Term. The Term of employment hereunder will commence on the date as set
forth above and terminate eight (8) years from the Effective Date, and such term
shall  automatically  be extended for successive  one (1) year terms  thereafter
unless (1) the parties  mutually agree in writing to alter or amend the terms of
the Agreement; or (2) one or both of the parties exercises their right, pursuant
to Section 6 herein, to terminate this employment relationship.  For purposes of
this  Agreement,  the Term (the "Term")  shall  include the initial term and all
renewals thereof.

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<PAGE>

     5.  Compensation and Benefits.

          (a) Salary.

               (1)  The  Executive  shall  be  paid a  base  salary  (the  "Base
                    Salary"),  payable  bi-weekly,  at an annual rate of no less
                    than One Hundred Fifty Thousand  Dollars  ($150,000.00)  for
                    the first year,  with annual  incremental  increases  of ten
                    (10%) percent per year on each  anniversary of the effective
                    date of this Agreement.

               (2)  In the event the  Executive  shall at any time not be on the
                    Board  of  Directors  of  the  Company  and  serving  in the
                    capacities  above  indicated,  it shall be presumed that the
                    Executive  has been  terminated  Other  than for  Cause  (as
                    hereinafter  defined)  and  Executive  shall have all of the
                    rights  specified in Section 6.h. of this  Agreement just as
                    if the Executive had been terminated "Other than for Cause.

          (b) Stock Options.  As of the Effective Date, and at each  anniversary
date  hereof  through  January 7, 2009,  (but not  January 7, 2010  unless  this
Agreement shall be renewed for an additional period), the Company shall grant to
the Executive  options  ("Options") to purchase  1,000,000 shares  ("Shares") of
restricted common stock (the "Common Stock") of the Company (or the aggregate of
8,000,000  shares),  which exercise price,  exercise period and other provisions
are as follows:

               (1)  The  exercise  price of the  Options,  as it relates to each
                    annually granted Option, shall be the average of the closing
                    prices of the  Company's  Common  Stock for the five trading
                    days  preceding  the  anniversary  date less  fifteen  (15%)
                    percent.

               (2)  The term of each annual  Option shall be five years from the
                    date of each grant.

               (3)  At the  request  of the  Executive,  the  Company  agrees to
                    register these shares of Common Stock underlying the Options
                    on  Form  S-8 or  other  suitable  registration  form of the
                    Securities and Exchange Commission.

               (4)  In the event the Executive shall, at any time, not be on the
                    Board  of  Directors  of  the  Company  and  serving  in the
                    capacities   indicated,   it  shall  be  presumed  that  the
                    Executive  has been  terminated  Other  than for  Cause  (as
                    hereinafter defined) and Executive shall have all the rights
                    specified in Section 6.h. of this  Agreement  just as if the
                    Executive had been terminated "Other than for Cause".

                                       2
<PAGE>

          (c) Offices. The Company shall provide suitable offices and facilities
to the  Executive  either at or off the  premises  of the  Company to enable the
Executive to fulfill his responsibilities under this Agreement.

          (d) Executive Benefits. The Executive shall be entitled to participate
in all benefit  programs of the Company  currently  existing or  hereafter  made
available to executives  and/or other  salaried  employees,  including,  but not
limited  to,  pension  and  other  retirement   plans,   group  life  insurance,
hospitalization, surgical and major medical coverage, sick leave, disability and
salary continuation,  vacation and holidays,  cellular telephone and all related
costs and expenses, long-term disability, and other fringe benefits.

          (e) Vacation.  During each fiscal year of the Company,  the  Executive
shall be entitled to  reasonable  vacation  time and to utilize such vacation as
the Executive  shall  determine;  provided  however,  that the  Executive  shall
evidence  reasonable  judgment with regard to appropriate  vacation  scheduling.
Notwithstanding  the  foregoing,  employee  shall be  entitled to four (4) weeks
vacation per year, with unused vacation accruing to the following year.

          (f) Unaccountable  Expense Allowance.  The Executive shall be entitled
to receive an annual unaccountable expense allowance of $10,000 per year payable
on each anniversary date of this Agreement.

          (g) Business Expense Reimbursement. During the term of employment, the
Executive shall be entitled to receive proper  reimbursement for all reasonable,
out-of-pocket  expenses  incurred  by the  Executive  (in  accordance  with  the
policies  and  procedures  established  by the Company for its senior  executive
officers) in performing  services  hereunder,  provided the  Executive  properly
accounts therefor.

          (h) Tail or Run-off  Coverage.  Following any change of control of the
Company or other termination of this Agreement, the Company will acquire tail or
run-off  insurance  for a three-year  period for the benefit of the Executive in
the same amount as is currently in effect. At such time, such insurance shall be
prepaid for a three-year term.

     6.  Consequences of Termination of Employment.

          (a) Death. In the event of the death of the Executive during the Term,
salary  shall be paid to the  Executive's  designated  beneficiary,  or,  in the
absence of such designation,  to the estate or other legal representative of the
Executive  for a period  of two  years  from and  after  the date of  death.  In
addition, the Options not previously granted to the Executive for any succeeding
annual  periods  shall  accelerate,  and  Options to purchase  an  aggregate  of
8,000,000  shares of the  Common  Stock of the  Company  shall be  deemed  fully
vested.  The  exercise  price for those  Options that have not  previously  been
granted shall be at an exercise price equal to the average of the closing prices
of the  Company's  Common Stock for the five trading days  preceding the date of
death less fifteen (15%)  percent.  The term of such  accelerated  Options shall
also be for a five-year period.

                                       3
<PAGE>

          (b) Disability.

               (1)  In the event of the  Executive's disability,  as hereinafter
          defined, the Executive shall be entitled to compensation in accordance
          with  the  Company's  disability   compensation  practice  for  senior
          executives,  including any separate arrangement or policy covering the
          Executive,  but in all events the Executive  shall continue to receive
          the  Executive's  salary for a period,  at the  annual  rate in effect
          immediately prior to the commencement of disability,  of not less than
          two years  from the date on which the  disability  has been  deemed to
          occur as hereinafter  provided below. Any amounts provided for in this
          Section  6(b)  shall  not be  offset  by  other  long-term  disability
          benefits  provided to the Executive by the Company.  In addition,  the
          Options not  previously  granted to the Executive  for any  succeeding
          annual  periods shall  accelerate and Options to purchase an aggregate
          of 8,000,000 shares of the Common Stock of the Company shall be deemed
          fully  vested.  The  exercise  price for those  Options  that have not
          previously  been  granted  shall be at an exercise  price equal to the
          average of the closing  prices of the  Company's  Common Stock for the
          five trading days  preceding  the date of  disability  as  hereinafter
          defined  less  fifteen  (15%)  percent.  The term of such  accelerated
          Options shall also be for a five-year period.

               (2)  "Disability,"  for the purposes of this Agreement,  shall be
          deemed to have  occurred in the event (A) the  Executive  is unable by
          reason of sickness or  accident,  to perform  the  Executive's  duties
          under this Agreement for an aggregate of 180 days in any  twelve-month
          period or (B) the  Executive  has a  guardian  of the person or estate
          appointed by a court of  competent  jurisdiction.  Termination  due to
          disability  shall be deemed to have occurred upon the first day of the
          month  following  the  determination  of  disability as defined in the
          preceding sentence.

               Anything herein to the contrary notwithstanding,  if, following a
     termination  of  employment  hereunder due to disability as provided in the
     preceding  paragraph,  the  Executive  becomes  reemployed,  whether  as an
     Executive or a  consultant  to the Company,  any salary,  annual  incentive
     payments or other benefits  earned by the Executive from such  reemployment
     shall  offset  any  salary  continuation  due  to the  Executive  hereunder
     commencing with the date of re-employment.

          (c) Termination by the Company for Cause.

               (1) Nothing  herein shall  prevent the Company  from  terminating
          Employment for "Cause," as hereinafter  defined.  The Executive  shall
          continue to receive salary only for the period ending twenty (20) days
          after the date of such termination plus any accrued Bonus through such
          date of termination. Any rights and benefits the Executive may have in
          respect of any other  compensation  shall be  determined in accordance
          with the terms of such other  compensation  arrangements or such plans
          or programs.

                                       4
<PAGE>

               (2)  "Cause"  shall  mean and  include  those  actions  or events
          specified  below in subsections (A) through (E) to the extent the same
          occur, or the events  constituting the same take place,  subsequent to
          the  date  of  execution  of  this   Agreement:   (A)   Committing  or
          participating  in an injurious act of, gross  neglect or  embezzlement
          against the Company;  (B)  committing  or  participating  in any other
          injurious  act or omission  wantonly,  willfully,  recklessly  or in a
          manner which was grossly negligent against the Company,  monetarily or
          otherwise;  (C)  engaging  in a criminal  enterprise  involving  moral
          turpitude;  (D)  conviction  of an act or acts  constituting  a felony
          under the laws of the United States or any state  thereof;  or (E) any
          assignment of this  Agreement by the Executive in violation of Section
          14 of this Agreement. No actions, events or circumstances occurring or
          taking place at any time prior to the date of this Agreement  shall in
          any event  constitute or provide any basis for any termination of this
          Agreement  for  Cause.  Any  other   termination  shall  be  deemed  a
          termination "Other than for Cause."

               (3)  Notwithstanding  anything else contained in this  Agreement,
          this  Agreement  will not be deemed to have been  terminated for Cause
          unless and until there shall have been  delivered  to the  Executive a
          notice of termination  stating that the Executive committed one of the
          types of conduct  set forth in this  Section  6(c)  contained  in this
          Agreement and  specifying  the  particulars  thereof and the Executive
          shall be given a forty-five  (45) day period to cure such conduct,  if
          possible.  The  Executive  shall be  entitled  to  receive  his entire
          compensation  during such notice  period or during the pendency of any
          litigation relating to this Agreement and any termination hereunder.

          (d) Termination by the Company Other than for Cause.

               (1) The foregoing notwithstanding,  the Company may terminate the
          Executive's  employment  for  whatever  reason  it deems  appropriate;
          provided,  however, that in the event such termination is not based on
          Cause,  as provided in Section 6(c) above,  the Company may  terminate
          this  Agreement  upon giving three (3) months' prior  written  notice.
          During such three (3) month period,  the Executive  shall  continue to
          perform the Executive's  duties  pursuant to this  Agreement,  and the
          Company shall continue to compensate the Executive in accordance  with
          this Agreement. The Executive will receive, at the Executive's option,
          either (A) a lump sum equal to the  "Compensation  and  Benefits,"  as
          hereinafter  defined,  for the  remaining  balance of the Term of this
          Agreement,  at the then current rate, reduced to present value, as set
          forth in  Section  280G of the  Internal  Revenue  Code or (B) for the
          remaining  balance  of the Term of this  Agreement  from and after the
          date of any such  termination,  the  Company  shall on the last day of
          each  calendar  month  pay to the  Executive  such  "Compensation  and
          Benefits,"  which shall be an amount equal to (Y) One Hundred  percent
          (100%)  of the  Executive's  compensation  and  benefits  set forth in
          Section  5,  which  shall  specifically  include  the Base  Salary and
          Executive Benefits (the  "Compensation and Benefits"),  on the date of
          any such termination,  divided by (Z) twelve (12); provided,  however,

                                       5
<PAGE>

          that if (A) there is a decrease in the  Executive's  Compensation  and
          Benefits of more than five (5%) percent prior to  termination  for any
          reason  Other  than for Cause,  and (B) the  Executive  is  terminated
          without  cause,  the  Compensation  and  Benefits  shall be as existed
          immediately  prior to such a decrease.  The Executive will be entitled
          to  continued  Compensation  and  Benefits  coverage  and  credits  as
          provided in Section 5 or to  reimbursement  for the cost of  providing
          the Executive  with  comparable  benefit  coverage  during the term in
          which the  Executive  is  receiving  payments  from the Company  after
          termination  pursuant to Section 6(d).  Such benefit  coverage will be
          offset by comparable  coverage provided to the Executive in connection
          with subsequent employment.

               (2) In the event that the Executive's employment with the Company
          is terminated  pursuant to this Section 6(d),  Section 6(f) or Section
          6(g),  then Section 7(a) of this Agreement and all references  thereto
          shall be inapplicable as to the Executive and the Company.

          (e) Voluntary  Termination.  In the event the Executive terminates the
Executive's  employment on the Executive's  own volition  (except as provided in
Section 6(f) and/or  Section  6(g)) prior to the  expiration of the Term of this
Agreement,  including any renewals thereof,  such termination shall constitute a
voluntary  termination  and in such event the Executive  shall be limited to the
same rights and benefits as provided in connection  with a termination for Cause
as provided in Section 6(c).

          (f) Constructive  Termination  of  Employment.  If  the  Executive  so
elects,  a termination by the Company  without Cause under Section 6(d) shall be
deemed to have  occurred  upon the  occurrence  of one or more of the  following
events without the express written consent of the Executive:

               (1)  a  significant   change  in  the  nature  or  scope  of  the
          authorities, powers, functions, duties or responsibilities attached to
          Executive's position as described in Section 3; or

               (2) a  change  in  Executive's  principal  office  to a  location
          outside the Palm Beach-Stuart-Broward-Dade County, Florida area; or

               (3) any reduction in the Executive's  salary or any change in the
          method of calculating Executive's Bonus Compensation hereunder; or

               (4) a material breach of the Agreement by the Company; or

               (5) a material  reduction of the  Executive's  benefits under any
          employee   benefit  plan,   program  or  arrangement   (for  Executive
          individually  or as part of a group) of the  Company as then in effect
          or as in  effect  on  the  effective  date  of  the  Agreement,  which
          reduction shall not be effectuated for similarly situated employees of
          the Company; or

               (6)  failure by a  successor  company  to assume the  obligations
          under the Agreement.

                                       6
<PAGE>

               Anything  herein to the contrary  notwithstanding,  the Executive
          shall give  written  notice to the Board of  Directors  of the Company
          that the Executive  believes an event has occurred  which would result
          in a Constructive Termination of the Executive's employment under this
          Section 6(f), which written notice shall specify the particular act or
          acts, on the basis of which the Executive  intends to so terminate the
          Executive's  employment,  and the  Company  shall  then be  given  the
          opportunity, within fifteen (15) days of its receipt of such notice to
          cure said  event,  provided,  however,  there  shall be no time period
          permitted to cure a second or subsequent occurrence under this Section
          6(f)  (whether  such second  occurrence  be of the same or a different
          event specified in subsections (1) through (6) above).

          (g) Termination Following a Change of Control.

               (1) In the event  that a "Change  in  Control"  or an  "Attempted
          Change in Control" as hereinafter  defined, of the Company shall occur
          at any time during the Term hereof, the Executive shall have the right
          to terminate the  Executive's  employment  under this  Agreement  upon
          thirty  (30) days  written  notice  given at any time  within one year
          after  the  occurrence  of such  event,  and such  termination  of the
          Executive's  employment  with the  Company  pursuant  to this  Section
          6(g)(1),  and, in any such event,  such termination shall be deemed to
          be a Termination by the Company Other than for Cause and the Executive
          shall be entitled to such  Compensation  and  Benefits as set forth in
          Subsection 6(h) of this Agreement.

               (2) For purposes of this Agreement,  a "Change in Control" of the
          Company  shall  mean a change in  control  (A) as set forth in Section
          280G of the  Internal  Revenue  Code or (B) of a nature  that would be
          required to be reported in response to Item 1 of the current report on
          Form 8-K, as in effect on the date  hereof,  pursuant to Section 13 or
          15(d) of the  Securities  Exchange Act of 1934 (the  "Exchange  Act");
          provided that, without  limitation,  such a change in control shall be
          deemed to have occurred at such time as:

                    (A) any "person", other than the Executive, (as such term is
               used in  Section  13(d)  and  14(d)  of the  Exchange  Act) is or
               becomes  the  "beneficial  owner" (as defined in Rule 13d-3 under
               the Exchange Act),  directly or indirectly,  of securities of the
               Company  representing fifty percent (50%) or more of the combined
               voting power of the Company's outstanding  securities then having
               the right to vote at elections of directors; or,

                    (B)  the  individuals  who at the  commencement  date of the
               Agreement  constitute the Board of Directors cease for any reason
               to  constitute  a  majority  thereof  unless  the  election,   or
               nomination  for election,  of each new director was approved by a
               vote of at least two thirds of the  directors  then in office who
               were directors at the commencement of the Agreement; or

                                       7
<PAGE>

                    (C)  there  is a  failure  to  elect  three or more (or such
               number of directors  as would  constitute a majority of the Board
               of Directors)  candidates  nominated by management of the Company
               to the Board of Directors; or

                    (D) the  business of the  Company for which the  Executive's
               services are principally  performed is disposed of by the Company
               pursuant to a partial or complete  liquidation of the Company,  a
               sale of assets  (including  stock of a subsidiary of the Company)
               or otherwise.

               Anything  herein to the  contrary  notwithstanding,  this Section
          6(g)(2)  will not apply  where  the  Executive  gives the  Executive's
          explicit  written waiver stating that for the purposes of this Section
          6(g)(2) a Change in Control shall not be deemed to have occurred.  The
          Executive's  participation  in any  negotiations  or other  matters in
          relation  to a Change in  Control  shall in no way  constitute  such a
          waiver  which  can only be  given by an  explicit  written  waiver  as
          provided in the preceding sentence.

               An "Attempted Change in Control" shall be deemed to have occurred
          if any substantial  attempt,  accompanied by significant  work efforts
          and  expenditures of money, is made to accomplish a Change in Control,
          as described in  subparagraphs  (A),  (B), (C) or (D) above whether or
          not such  attempt is made with the  approval of a majority of the then
          current members of the Board of Directors.

               (3) In the event that, within twelve (12) months of any Change in
          Control  of the  Company  or any  Attempted  Change in  Control of the
          Company,  the Company terminates the employment of the Executive under
          this  Agreement,  for any  reason  other  than for Cause as defined in
          Section  6(c),  or  the  Executive's   employment  is   constructively
          terminated as defined in Section 6(f),  then, in any such event,  such
          termination  shall be deemed to be a Termination  by the Company Other
          than  for  Cause  and  the   Executive   shall  be  entitled  to  such
          Compensation  and  Benefits  as set forth in  Subsection  6(d) of this
          Agreement.

          (h)   Compensation   and  Benefits  Upon   Termination   of  Executive
Employment. In the event of any termination of Executive's employment Other than
for Cause,  or any  termination of Executive's  employment  pursuant to Sections
6(d), 6(f) or 6(g), on the effective date of any such termination, the Executive
shall be entitled to receive the following:

               (1) All life,  disability and health insurance  benefits to which
          he was  entitled to continue to receive  thirty (30) days prior to the
          Effective  Date of the Settlement  Agreement,  for a period of two (2)
          years following the effective date of such termination;  provided that
          in the Executive's sole discretion, the Executive may receive the cash
          equivalent of all or any part of such life,  disability  and/or health
          insurance  benefits  from  the  Company  in  lieu  of  receiving  such
          benefits; plus

                                       8
<PAGE>

               (2) Base Compensation equal to the Executive's annual Base Salary
          immediately  prior to the effective date of termination  shall be paid
          for the balance of the Term. All Base Compensation shall be payable to
          the Executive by-weekly; provided that in the event that the Executive
          is entitled to receive the Base  Compensation  as a result of a Change
          in Control,  at the  Executive's  option,  the  Executive  may receive
          either  (i) a lump  sum  equal  to the  Base  Compensation  due to the
          Executive  pursuant to Section 6(h) reduced to present  value,  as set
          forth in Section 280G of the Internal Revenue Code or (ii) bi-weekly.

               (3) The Options for the  purchase of  8,000,000  shares of Common
          Stock  shall be  accelerated  and fully  vested as provided in Section
          6(a) and (b) hereof.

     7.  Covenant Not to Compete and Non-Disclosure of Information.

                  a.  Covenant Not to Compete.  The Executive  acknowledges  and
recognizes  the highly  competitive  nature of the  Company's  business  and the
goodwill,  continued patronage,  and specifically the names and addresses of the
Company's Clients (as hereinafter defined) constitute a substantial asset of the
Company  having  been  acquired  through  considerable  time,  money and effort.
Accordingly,  in consideration of the execution of this Agreement,  in the event
the  Executive's  employment is  terminated by reason of disability  pursuant to
Section 6(b) or for Cause pursuant to Section 6(c), then the Executive agrees to
the following:

                         i. That during the  Restricted  Period (as  hereinafter
         defined) and within the Restricted Area (as hereinafter  defined),  the
         Executive  will  not,  individually  or  in  conjunction  with  others,
         directly or indirectly,  engage in any Competitive  Business Activities
         (as hereinafter defined), whether as an officer, director,  proprietor,
         employer,  partner,  independent contractor,  investor (other than as a
         holder  solely  as an  investment  of less  than 1% of the  outstanding
         capital stock of a publicly traded corporation), consultant, advisor or
         agent.

                        ii.  That  during the  Restricted  Period and within the
         Restricted  Area,  the  Executive  will not,  directly  or  indirectly,
         compete with the Company by soliciting,  inducing or influencing any of
         the  Company's  Clients  which  have a business  relationship  with the
         Company at the time  during the  Restricted  Period to  discontinue  or
         reduce the extent of such relationship with the Company.

                  b.  Non-Disclosure  of Information.  In the event  Executive's
employment has been  terminated  pursuant to either Section 6(b) or Section 6(c)
hereof,  Executive agrees that, during the Restricted Period, Executive will not
knowingly  use or disclose any  Proprietary  Information  of the Company for the
Executive's own purposes or for the benefit of any entity engaged in Competitive
Business  Activities.  As used herein, the term "Proprietary  Information" shall
mean trade secrets or confidential  proprietary information of the Company which
are material to the conduct of the business of the Company.  No information  can

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<PAGE>

be considered  Proprietary  Information  unless the same is a unique  process or
method material to the conduct of Company's  Business,  or is a customer list or
similar list of persons engaged in business  activities with Company,  or if the
same is otherwise  in the public  domain or is required to be disclosed by order
of any court or by reason of any statute,  law, rule,  regulation,  ordinance or
other governmental  requirement.  Executive further agrees that in the event his
employment is terminated  pursuant to Sections 6(b) or 6(c) above, all Documents
in his  possession  at the  time of his  termination  shall be  returned  to the
Company at the Company's principal place of business.

                  c.  Documents.  "Documents"  shall mean all original  written,
recorded,  or  graphic  matters  whatsoever,  and any and  all  copies  thereof,
including,  but  not  limited  to:  papers;  books;  records;  tangible  things;
correspondence; communications; telex messages; memoranda; work-papers; reports;
affidavits;  statements;  summaries; analyses;  evaluations;  client records and
information;   agreements;  agendas;  advertisements;   instructions;   charges;
manuals; brochures; publications;  directories; industry lists; schedules; price
lists; client lists; statistical records;  training manuals; computer printouts;
books of account,  records and  invoices  reflecting  business  operations;  all
things similar to any of the foregoing however  denominated.  In all cases where
originals are not  available,  the term  "Documents"  shall also mean  identical
copies of original documents or non-identical copies thereof.

                  d.  Company's  Clients.   The  "Company's  Clients"  shall  be
deemed to be any partnerships,  corporations, professional associations or other
business organizations for whom the Company has performed Business Activities.

                  e.  Restrictive  Period.  The "Restrictive  Period"  shall  be
deemed  to be  twelve  (12)  months  following  termination  of the  Executive's
employment with the Company as described Section 6(b) or 6(c) of this Agreement.

                  f.  Restricted  Area. The  "Restricted  Area" shall,  if  this
Agreement has been terminated pursuant to Section 6(b) or 6(c), be the States of
Florida.

                  g.  Competitive  Business  Activities.  The term "Competitive
Business Activities" as used herein shall be deemed to mean the Business.

                  h.  Covenants as Essential  Elements of this  Agreement. It is
understood  by and  between  the parties  hereto  that the  foregoing  covenants
contained in Sections 7(a) and (b) are essential elements of this Agreement, and
that but for the agreement by the Executive to comply with such  covenants,  the
Company would not have agreed to enter into this  Agreement.  Such  covenants by
the  Executive  shall be construed  to be  agreements  independent  of any other
provisions  of this  Agreement.  The  existence  of any other  claim or cause of
action,  whether  predicated  on any  other  provision  in  this  Agreement,  or
otherwise,  as a result  of the  relationship  between  the  parties  shall  not
constitute a defense to the enforcement of such covenants against the Executive.

                                       10
<PAGE>

                  i.  Survival After Termination of Agreement.   Notwithstanding
anything to the contrary contained in this Agreement,  the covenants in Sections
7(a) and (b) shall survive the termination of this Agreement and the Executive's
employment with the Company.

                  j.  Remedies.

                         i.  The  Executive  acknowledges  and  agrees  that the
     Company's  remedy  at law for a breach or  threatened  breach of any of the
     provisions of Section 7(a) or (b) herein would be  inadequate  and a breach
     thereof will cause irreparable harm to the Company.  In recognition of this
     fact, in the event of a breach by the Executive of any of the provisions of
     Section 7(a) or (b), the  Executive  agrees that, in addition to any remedy
     at law  available  to the Company,  including,  but not limited to monetary
     damages,  all rights of the  Executive to payment or  otherwise  under this
     Agreement and all amounts then or thereafter  due to the Executive from the
     Company under this  Agreement may be  terminated  and the Company,  without
     posting any bond, shall be entitled to obtain, and the Executive agrees not
     to  oppose  the  Company's  request  for  equitable  relief  in the form of
     specific performance,  temporary restraining order,  temporary or permanent
     injunction or any other equitable remedy which may then be available to the
     Company.

                         ii. The Executive  acknowledges  that the granting of a
     temporary  injunction,  temporary restraining order or permanent injunction
     merely  prohibiting  the use of  Proprietary  Information  would  not be an
     adequate remedy upon breach or threatened breach of Section 7(a) or (b) and
     consequently  agrees,  upon proof of any such  breach,  to the  granting of
     injunctive  relief  prohibiting  any form of competition  with the Company.
     Nothing herein contained shall be construed as prohibiting the Company from
     pursuing any other  remedies  available to it for such breach or threatened
     breach.

     8.  Indemnification.  The Executive shall  continue  to be  covered  by the
Articles  of  Incorporation  and/or the Bylaws of the  Company  with  respect to
matters  occurring  on or prior to the date of  termination  of the  Executive's
employment with the Company, subject to all the provisions of Florida,  Delaware
and Federal law and the Certificate of  Incorporation  and Bylaws of the Company
then in effect. Such reasonable expenses, including attorneys' fees, that may be
covered by the Certificate of  Incorporation  and/or Bylaws of the Company shall
be paid by the Company on a current basis in accordance with such provision, the
Company's  Certificate of Incorporation  and Florida law. To the extent that any
such  payments  by  the  Company  pursuant  to  the  Company's   Certificate  of
Incorporation  and/or  Bylaws  may be  subject  to  repayment  by the  Executive
pursuant to the  provisions of the Company's  Certificate  of  Incorporation  or
Bylaws, or pursuant to Florida, Delaware or Federal law, such repayment shall be
due and payable by the  Executive  to the Company  within three (3) months after
the termination of all  proceedings,  if any, which relate to such repayment and
to the Company's  affairs for the period prior to the date of termination of the
Executive's  employment  with the  Company  and as to which  Executive  has been
covered by such applicable provisions.

                                       11
<PAGE>

     9.  Withholding.  Anything  to the  contrary  notwithstanding, all payments
required to be made by the Company hereunder to the Executive or the Executive's
estate or beneficiaries  shall be subject to the withholding of such amounts, if
any, relating to tax and other payroll  deductions as the Company may reasonably
determine it should  withhold  pursuant to any applicable law or regulation.  In
lieu of  withholding  such  amounts,  the Company may accept other  arrangements
pursuant to which it is satisfied  that such tax and other  payroll  obligations
will be satisfied in a manner complying with applicable law or regulation.

     10. Notices.   Any notice required or permitted to be given under the terms
of this Agreement  shall be sufficient if in writing and if sent postage prepaid
by  registered  or  certified  mail,  return  receipt  requested;  by  overnight
delivery;  by courier; or by confirmed telecopy, in the case of the Executive to
the  Executive's  last place of business or residence as shown on the records of
the Company,  or in the case of the Company to its principal office as set forth
in the first  paragraph  of this  Agreement,  or at such  other  place as it may
designate.

     11. Waiver.  Unless agreed in writing,  the failure of either party, at any
time, to require performance by the other of any provisions  hereunder shall not
affect its right  thereafter  to enforce the same,  nor shall a waiver by either
party of any breach of any  provision  hereof be taken or held to be a waiver of
any  other  preceding  or  succeeding  breach of any term or  provision  of this
Agreement.  No extension of time for the  performance  of any  obligation or act
shall be  deemed to be an  extension  of time for the  performance  of any other
obligation or act hereunder.

     12. Completeness and Modification.  This Agreement  constitutes  the entire
understanding   between   the   parties   hereto   superseding   all  prior  and
contemporaneous agreements or understandings among the parties hereto concerning
the Employment Agreement. This Agreement may be amended, modified, superseded or
canceled,  and  any of the  terms,  covenants,  representations,  warranties  or
conditions hereof may be waived,  only by a written  instrument  executed by the
parties or, in the case of a waiver, by the party to be charged.

     13. Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of which shall be deemed an original  but all of which shall
constitute but one agreement.

     14. Binding  Effect/Assignment.  This  Agreement  shall be binding upon the
parties hereto, their heirs, legal representatives, successors and assigns. This
Agreement  shall not be  assignable  by the Executive but shall be assignable by
the Company in connection  with the sale,  transfer or other  disposition of its
business or to any of the  Company's  affiliates  controlled  by or under common
control with the Company.

     15. Governing  Law.  This  Agreement  shall  become valid when executed and
accepted by Company.  The parties agree that it shall be deemed made and entered
into in the State of Florida and shall be governed  and  construed  under and in
accordance  with the laws of the  State of  Florida  except  where  the  General
Corporation Law of the State of Delaware would specifically  apply.  Anything in
this Agreement to the contrary notwithstanding,  the Executive shall conduct the
Executive's  business in a lawful manner and faithfully  comply with  applicable
laws or regulations of the state,  city or other political  subdivision in which
the Executive is located.

                                       12
<PAGE>

     16. Further  Assurances.  All parties hereto shall execute and deliver such
other  instruments  and do such other acts as may be  necessary to carry out the
intent and purposes of this Agreement.

     17. Headings.  The  headings of the sections are for  convenience  only and
shall not  control or affect the meaning or  construction  or limit the scope or
intent of any of the provisions of this Agreement.

     18. Survival. Any termination of this Agreement shall not, however,  affect
the ongoing provisions of this Agreement which shall survive such termination in
accordance with their terms.

     19. Severability. The invalidity or unenforceability,  in whole or in part,
of any covenant, promise or undertaking, or any section, subsection,  paragraph,
sentence, clause, phrase or word or of any provision of this Agreement shall not
affect the validity or enforceability of the remaining portions thereof.

     20. Enforcement.  Should it become  necessary  for any  party to  institute
legal  action to  enforce  the  terms  and  conditions  of this  Agreement,  the
successful  party will be awarded  reasonable  attorneys'  fees at all trial and
appellate levels, expenses and costs.

     21. Venue.  Company  and  Executive  acknowledge  and  agree  that the U.S.
District  for  the  Southern  District  of  Florida,  or  if  such  court  lacks
jurisdiction, the 15th Judicial Circuit (or its successor) in and for Palm Beach
County,  Florida,  shall be the venue  and  exclusive  proper  forum in which to
adjudicate any case or controversy arising either, directly or indirectly, under
or in connection  with this Agreement and the parties further agree that, in the
event of litigation arising out of or in connection with this Agreement in these
courts,  they will not contest or challenge the  jurisdiction  or venue of these
courts.

     22. Construction. This Agreement shall be construed within the fair meaning
of each of its terms and not against the party drafting the document.

THE EXECUTIVE  ACKNOWLEDGES THAT THE EXECUTIVE HAS READ ALL OF THE TERMS OF THIS
AGREEMENT,  UNDERSTANDS  THE  AGREEMENT,  AND  AGREES  TO ABIDE BY ITS TERMS AND
CONDITIONS.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of date
set forth in the first paragraph of this Agreement.

                                        THE COMPANY

                                        EVOLVE ONE, INC.

                                        By: __________________________
                                            Gary Schultheis, President

                                        THE EXECUTIVE

                                        --------------------------
                                        GARY J. SCHULTHEIS

                                        DIRECTOR

                                        --------------------------
                                        MARTIN P SCOTT


                                       13

</TEXT>
</DOCUMENT>
