EMPLOYMENT AGREEMENT



         THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of January 3,

2003, between OmniComm Systems, Inc., a Delaware corporation, (the "Company"),

and Charles H. Beardsley, (the "Executive").



                                   WITNESSETH:



         WHEREAS, the Executive has experience in managing at a senior level the

sales and marketing function of a publicly traded company (or a division of such

a company) involved in or related to the clinical trials business;



         WHEREAS, the parties acknowledge that the Executive's abilities and

services are unique and essential to the prospects of the Company; and,



         WHEREAS, in light of the foregoing, the Company desires to employ the

Executive as its Senior Vice President of Marketing and Sales, and the Executive

desires to accept such employment.



         NOW, THEREFORE, the parties hereto agree as follows:



         1.       EMPLOYMENT. The Company hereby employs the Executive as Senior

Vice President of Marketing and Sales, and the Executive hereby accepts

employment upon the terms and conditions hereinafter set forth.



         2.       TERM AND TERMINATION. This Agreement shall commence on January

3, 2003, and shall terminate as of the earlier of:



                  (a)      3 years from the date hereof;



                  (b)      the death or disability of the Executive. Disability

         shall mean the Executive's inability, due to sickness or injury, to

         perform effectively his duties hereunder for a period of at least 90

         consecutive days. Executive agrees, in the event of a dispute under

         this Subsection (b) relating to Executive's Disability, to submit to a

         physical examination by a licensed physician jointly selected by the

         Board and Executive;



                  (c)      thirty (30) days after notice is given by the

         Company to the Executive after a material breach hereof by the

         Executive constituting "Cause" as defined in this Agreement; or,



                  (d)      thirty (30) days after notice is given by the

         Executive to the Company after a material breach hereof by the Company

         constituting "Good Reason" as defined in this Agreement.



THE EXERCISE OF THE COMPANY'S OR THE EXECUTIVE'S RIGHT TO TERMINATE THIS

AGREEMENT PURSUANT TO CLAUSE (C) OR (D) HEREOF, AS THE CASE MAY BE, SHALL NOT

ABROGATE THE RIGHTS AND REMEDIES OF THE TERMINATING PARTY IN RESPECT OF THE

BREACH GIVING RISE TO SUCH TERMINATION.





<PAGE>



         3.       SALARY. For all services rendered under this Agreement:



                  (a)      During the term of his employment, the Company shall

         pay the Executive an annual salary of $150,000.00, which shall be paid

         in bi-weekly installments. Such salary shall be adjusted effective

         January 1, 2004, and on January 1 of each subsequent year during the

         term hereof, for increases in the cost of living, based on the

         percentage increase in the CPI (All United States Wage Earners), as

         published by the US Department of Labor, over the preceding calendar

         year, and may be further increased, but not decreased, during the term

         hereof, at the discretion of the Board of Directors. Executive's annual

         salary shall be reviewed at least annually, and in addition to cost of

         living increases, Executive shall be eligible to performance based

         increases in his annual salary. The performance-based increases in

         annual salary shall be based on mutually agreed upon sales and

         marketing objectives for Executive, which objectives shall be

         determined in good faith by Executive and the Board. The initial sales

         and marketing objectives shall be determined within thirty (30) days of

         the date of this Agreement for calendar year 2003, and for each

         subsequent calendar year during the term, the objectives shall be

         determined during the fourth quarter of the preceding calendar year.



                  (b)      During the term of his employment, the Executive

         shall be entitled to participate in all employee benefit plans or

         programs of the Company, if any, offered to the employees of the

         Company generally, and in all executive employee benefit plans and

         programs of the Company, to the extent the Executive is eligible to

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