EMPLOYMENT AGREEMENT



          This Employment Agreement (the "Agreement"), dated as of September 1,

2001, between OmniComm Systems, Inc., a Delaware corporation, (the "Company"),

and Randall G. Smith (the "Executive").



                                  WITNESSETH:



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

the technology of a publicly traded company (or a division of such a company)

involved in 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 Chief Technology Officer 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 September

1, 2001 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;



               (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.   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.  The Executive's salary may be paid in

the form of cash and/or stock, as agreed upon by the parties.  This amount may

be increased at the discretion of the Board of Directors and shall be adjusted

to compensate for annual cost of living increases.



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

                         be entitled to participate in employee benefit plans or

                         programs of the Company, if any, to the extent the

                         Executive is eligible to participate thereunder. Such

                         plans and programs shall include, but not be limited

                         to, the following:



                    (i)  major medical health insurance for the Executive, his

                         spouse and two children; and



                    (ii) four weeks paid vacation.



               (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.

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               (d)  The Company shall also pay the Executive a bonus based upon

               achieving technology related milestones set forth in a particular

               calendar year. The Executive shall be entitled to receive a bonus

               to be agreed upon by the Executive and the Company's Board of

               Directors. The Company's Board of Directors and the Executive

               shall agree upon the milestones and if the Executive meets the

               milestone conditions, he shall be paid 30 days after the end of

               the Company's calendar year.

               (e) The Executive shall also be entitled to severance pay equal

               to six (6) months salary and benefits in the event of termination

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