EMPLOYMENT AGREEMENT



         THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of June 1, 2002,

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

Cornelis Wit (the "Executive").



WITNESSETH:



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

publicly traded company (or a division of such a company) involved in a

medical-related 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 Chief Executive Officer and President and the Executive desires

to accept such employment.





         NOW, THEREFORE, the parties hereto agree as follows:



         1. EMPLOYMENT. The Company hereby employs the Executive and the

Executive hereby accepts employment upon the terms and conditions hereinafter

set forth.



         2. TERM AND TERMINATION. This Agreement shall commence on June 1, 2002

and shall terminate as of the earlier of:



May 31, 2003, unless extended by the Company;



                  (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;



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

the Executive after a material breach hereof by the Executive; or,



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

the Company after a material breach hereof by the Company.



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.



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



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

the Executive an annual salary of $120,000. The Executive's salary may be paid

in the form of cash and/or stock, as agreed upon by the parties.



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

reimbursed for the expense of his existing group health insurance.





                  (c) The Executive shall be permitted to participate in the

Company's stock option plan. The number of shares subject to options, type of

options, and vesting of the options are set forth on Exhibit "A," attached

hereto as if fully set forth herein.



<PAGE>



                  (d) In the event that the Company consummates a transaction

with a third party resulting in the sale, merger, consolidation, reorganization

or other business combination involving all or a majority of the business,

assets or stock of the Company, whether effected in one transaction or a series

of transactions (a "Sale Transaction"), due to the initiative of Executive

(whether or not during the term of this Agreement), Executive shall receive a

fee equal to 2% of the Aggregate Consideration, as defined below (the "Fee").



         For purposes of this Section 3(d), the "initiative of Executive" shall

include, but not be limited to, the introduction or referral of a third party to

the Company or any officer or director of the Company for any purpose, including

but not limited to any such introduction or referral of a purchaser, strategic

partner, financing source or otherwise, which results (whether or not through

the efforts of Executive) in the consummation of a Sale Transaction; provided

however that if the purpose of Executive's initiative is other than for the

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