FORM OF EMPLOYMENT AGREEMENT,

                           DATED AS OF AUGUST 1, 2000,

                       BETWEEN PROTOSOURCE CORPORATION AND

                              THEODORE TRIANTAFILU



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                              EMPLOYMENT AGREEMENT



                                 TED TRIANTAFILU



     AGREEMENT, dated as of the ___t day of July 2000, and effective as of

August 1, 2000, between Protosource Corporation, a California corporation,

having its primary place of business at 2800 28th Street, Suite 170, Santa

Monica, California 90405 (the "Company"), and Ted Triantafilu, an individual

residing at 150 Dunbar, Oldsmar Florida (the "Executive").



     WHEREAS, the Company is an Internet service company principally engaged in

the business of providing residential and commercial high-speed Internet

dedicated and dial-up access, Web hosting, Web site development, and electronic

commerce services; and



     WHEREAS, the Company has acquired Suncoast Automation Inc. of which the

Executive was an Executive; and



     WHEREAS, the Company desires to employ the Executive as its Chief Operating

Officer of the Suncoast division; and



     WHEREAS, Executive is willing to accept such employment by the Company, all

in accordance with provisions hereinafter set forth; and



     NOW, THEREFORE, in consideration of the promises and mutual

representations, covenants, and agreements set forth herein, and for other good

and valuable consideration, the receipt and sufficiency of which is hereby

acknowledged, the parties hereto agree effective upon the Acquisition as

follows:



     1. Term: The term of this Agreement shall be for a period of twenty-seven

(27) months commencing on the effective date of the Acquisition (the "Effective

Date"). The term of this agreement shall also be subject to earlier termination

as provided herein or unless extended by mutual consent of the parties. At the

end of the 27 month term, this agreement will automatically renew for one

additional year unless six (6) months prior written notice is provided to the

Executive.



     2. Employment:



     (A) Subject to the terms and conditions and for the compensation

hereinafter set forth, the Company hereby agrees to employ Executive for and

during the term of this Agreement. Executive is hereby employed by the Company

as its Chief Operating Officer. The Executive's powers and duties shall be those

of an executive nature which are appropriate for a Vice President in accordance

with the Company's By-Laws; and Executive does hereby accept such employment or

greater employment as may be mutually agreed upon by the parties hereto and

agrees to devote only as much time to the affairs of the Company as Executive

deems necessary to discharge his duties to the Company during the term of this

Agreement, to the performance of his duties upon the conditions hereinafter set

forth. Executive shall report to the Chief Executive Officer of the Company.



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     (B) During the term of this Agreement, Executive shall be furnished with

office space and facilities in the greater Tampa area, commensurate with his

position and adequate for the performance of his duties; he shall be provided

with the perquisites customarily associated with the position of Vice President.



     3. Compensation:



     (A) Salary: During the term of this Agreement, the Company agrees to pay

Executive, and Executive agrees to accept, an annual salary of not less than One

Hundred and Thirty thousand dollars ($130,000) per year, payable in accordance

with the Company's policies, for services rendered by Executive hereunder.



     (B) Stock Options: As additional compensation, the Company shall issue

Executive thirty thousand (30,000) stock options upon effectiveness of this

Agreement, which options shall vest one-third (1/3) per year over a three year

period. The strike price of the options will be the last sale price on the date

of this Agreement.



     (C) Increases: The annual salary is subject to periodic increases at the

discretion of the Chief Executive Officer.



     4. Expenses: The Company shall reimburse Executive for all reasonable and

actual business expenses incurred by him in connection with his service to the

Company, upon submission by him of appropriate vouchers and expense account

reports.



     5. Benefits:



     (A) Employee Benefits: In addition to the salary and bonus to be paid to

Executive hereunder, Executive and his dependents shall be entitled to

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