EMPLOYMENT AGREEMENT



         THIS AGREEMENT (this "Agreement") is entered into as of the day set

forth below, by and between Interchange Medical, Inc. a Florida corporation

(COMPANY), and AHMAD MORADI, PH.D. C.D.P. or his corporate assignee(s) jointly,

(hereinafter referred to as "EMPLOYEE").



                                    RECITALS



         WHEREAS, COMPANY does plan to provide digital Rx and Personal delivery

services of physician prescribed drugs of which EMPLOYEE is a principal

shareholder and,



         WHEREAS, COMPANY desires to employ EMPLOYEE and EMPLOYEE desires to

serve the COMPANY as the COMPANY's CEO, President and,



         WHEREAS, EMPLOYEE's services for and on behalf of the COMPANY are of

material importance to the enhancement of the value of the COMPANY's business.



         NOW, THEREFORE, in consideration of the premises and mutual covenants

herein set forth, and for other good and valuable consideration, the receipt and

adequacy of which is hereby acknowledged, the COMPANY and EMPLOYEE do hereby

agree as follows:



         I.       EMPLOYMENT



                  COMPANY hereby employs EMPLOYEE in its business as CEO,

                  President and EMPLOYEE hereby accepts such employment, all

                  upon the terms and conditions hereinafter set forth.



         II.      TERM



                  Unless sooner terminated pursuant to the provisions of this

                  Agreement the term of employment under this Agreement shall be

                  for a five (5) years commencing May 1, 1999 ("Employment

                  Period"). The Employment Period shall be automatically renewed

                  for succeeding terms of one (1) year ("Successive Employment

                  Period") unless either party gives written notice of his

                  intention not to renew said Agreement to the other party, at

                  least one-hundred-eighty (180) days prior to the end of the

                  initial five-year term, or any extended term.









<PAGE>



         III.     DUTIES



                  III.1    During the Employment Period EMPLOYEE shall serve in

                           the Office of CEO, President and perform appropriate

                           executive services for the COMPANY in accordance with

                           the historical nature and scope of duties performed

                           by EMPLOYEE as CEO, President of Interchange Medical,

                           Inc.



                  III.2    EMPLOYEE shall be entitled to make ALL normal

                           executive level management decisions of the COMPANY

                           that involve matters within the COMPANY's usual

                           course of business and are duties customary for the

                           employee in his or her capacity of CEO, and

                           President. EMPLOYEE's authority to manage the COMPANY

                           shall be subject to review and direction from his or

                           her immediate manager, if any, or by the Board of

                           Directors of the Company. Compensation paid to

                           employees of the COMPANY shall be at industry

                           standards. Bonuses, if any, for said employees shall

                           be based on the individual employee's performance and

                           tied to a formula adopted by the COMPANY's Board of

                           Directors.



                  III.3    During the term of this Agreement, although EMPLOYEE

                           is involved in managing other businesses, EMPLOYEE

                           shall devote primarily majority of his time, energy,

                           and skill to the service of the COMPANY and the

                           promotion of COMPANY'S interests, and shall use his

                           best efforts in the performance of his services

                           hereunder. EMPLOYEE agrees to abide by all rules and

                           regulations established from time to time by the

                           Board; and all commissions, fees or other income

                           earned and received by EMPLOYEE, if any, in

                           furtherance of the business of Company, or its ns

                           affiliates or from any other business or financial

                           opportunity or endeavor in which EMPLOYEE is an

                           active participant and not a passive investor, shall

                           be accepted by EMPLOYEE for the account of Company,

                           and shall be remitted to Company within three (3)

                           days of EMPLOYEE's receipt thereof.



                  III.4    EMPLOYEE may, if elected, without additional

                           compensation, unless expressly approved by the Board

                           of Directors of the COMPANY, serve as a director of

                           the COMPANY.



                  III.5    The services of EMPLOYEE shall be rendered in such

                           places and localities as the COMPANY may require from

                           time to time, and he shall do such traveling on

                           behalf of the COMPANY as may reasonably be required

                           consistent with the historical requirements of the

                           office of CEO, President of the COMPANY.

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