EMPLOYMENT AGREEMENT

                              --------------------



         THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into

as of the 27 day of July, 2001 (the "Effective Date"), between Jupiter Marine

International Holdings, Inc. whose address is 3391 S.E. 14th Ave, Fort

Lauderdale, Florida (the "Company"), and Carl M. Herndon, Jr. (the "Executive").



         WHEREAS, the Company is in the business of designing, manufacturing and

selling boats (the "Business"); and



         WHEREAS, the Company intends to established a valuable reputation and

goodwill in its business, with expertise in all aspects of the Business; and



         WHEREAS, the Executive has considerable experience in the marine

industry and particularly in designing, manufacturing and selling boats; and



         WHEREAS, the Executive is desirous of being employed by the Company,

and the Company has agreed to hire the Executive upon certain terms and

conditions, one of which is the execution of this Agreement by Executive; and



         WHEREAS, the Executive, by virtue of the Executive's employment by the

Company shall become familiar with the manner, methods, trade secrets and other

confidential information pertaining to the Company's Business, including the

Company's customer base;



         NOW, THEREFORE, in consideration of the mutual agreements herein made,

the Company and the Executive do hereby agree as follows:



         1. Engagement. The Company hereby employs the Executive as Vice

President Sales Manager of the Company, and the Executive hereby accepts such

employment, upon the terms and conditions hereinafter set forth.



         2. Authority and Power During Employment Period. The Executive shall

serve at the discretion of the President and Board of Directors of the Company.

The Executive shall devote full attention and render exclusive, full time

services to the Company, and shall be employed solely by the Company according

to the terms of this Agreement.



         3. Term. Except as otherwise provided herein and unless terminated

sooner pursuant to Section 15 of this Agreement, the Term of employment will

commence on the Effective Date and continue for a period of five (5) years

thereafter (the "Term"). This Agreement may be automatically renewed for up to

two (2) successive one (1) year periods upon mutual agreement between the

parties (the "Renewal Term"), unless terminated pursuant to Section 15 of this

Agreement.















         4. Compensation and Benefits.



                  a. Salary. The Executive shall be paid a base salary of

$100,000 per year. Such base salary shall automatically increase by five (5)

percent on each anniversary of this Employment Agreement unless additional

increases are authorized by the Board of Directors. All amounts due Executive as

base salary shall be paid on a weekly basis.



                  b. Executive Benefits. The Executive shall be entitled to

participate in all benefit programs of the Company currently existing or

hereafter made available to other salaried officers of the Company including,

but not limited to, pension, profit sharing and any other retirement plans,

group life insurance, hospitalization, surgical, dental and major medical

coverage, sick leave, salary continuation, vacation and holidays, long-term

disability, and other fringe benefits. In addition thereto, Executive shall be

entitled to use an automobile owned or leased by the Company in the discretion

of the Board of Directors of the Company. Executive is also entitled to purchase

one boat per year at the Company's manufacturing cost.



                  c. Business expense Reimbursement. The Executive shall be

entitled to receive proper reimbursement for all reasonable, out-of-pocket

expenses incurred by the Executive (in accordance with the policies and

procedures established by the Company for its executive officers) in performing

services hereunder, provided the Executive properly account therefore by

providing written receipts to the Company.



                  d. Options. The Executive will receive options to purchase an

aggregate of 250,000 shares of Common Stock of the Company (the "Options") as

follows: (i) Options to purchase 62,500 shares of Common stock at $.50 per

share; (ii) Options to purchase 62,500 shares of Common Stock at $.625 per

share; (iii) Options to purchase 62,5000 shares of Common stock at $.75 per

share; and (iv) Options to purchase 62,500 shares of Common Stock at $1.00 per

share. The Options will be exercisable for a period of five years.

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