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0005.txt

EMPLOYMENT AGREEMENT







                              EMPLOYMENT AGREEMENT



         EMPLOYMENT AGREEMENT, dated as of May 1, 1997, by and between Worldwide

Equipment Corp., a Florida corporation (the "Company"), and Mitch Hymowitz, an

individual residing at 11 Genesee Trail, Harrison, New York 10528 (the

"Executive").



                              W I T N E S S E T H :

                               - - - - - - - - - -



         WHEREAS, the Company and the Executive wish to enter into an employment

agreement to employ the Executive as Chief Financial Officer.



         NOW, THEREFORE, die parties mutually agree as follows:



         Section 1. Employment. The Company hereby employs Executive and the

Executive hereby accepts such employment, as the Chief Financial officer,

subject to the terms and conditions set forth in this Agreement.



         Section 2. Duties. The Executive shall serve as the Chief Financial

Officer and shall be the senior executive responsible for

_________________________. During the term of this Agreement, the Executive

shall devote all of his business time to the performance of his duties hereunder

unless otherwise authorized by the Chief Executive officer of the Company. The

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



         Section 3. Term of Employment: Vacation.



                  (a) The term of the Executive's employment shall be for a

period of thirty six (36) months commencing on November 1, 1997 (the "Start

Date"), subject to earlier termination by the parties pursuant to Section 6

hereof (the "Term").



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                  (b) The Executive shall be entitled to three (3) weeks

vacation during year one, three (3) weeks vacation during year two and four (4)

weeks vacation after year three.



         Section 4. Compensation of Executive.



                  4.1 Salary. The Company shall pay to Executive a base salary

of One Hundred Fifty Thousand ($150,000) Dollars per annum subject to an

increase of $15,000 per annum on each annual anniversary of the Start Date (the

"Base Salary"), less such deductions as shall be required to be withheld by

applicable law and regulations. All salaries payable to Executive shall be paid

at such regular weekly, biweekly or semi-monthly time or times as the Company

makes payment of its regular payroll in the regular course of business.



                  4.2 Options. Upon the execution hereof, the Company shall

issue to the Executive options to purchase 200,000 shares of the Company's

Common Stock at $4.00 per share. The options shall be subject to forfeiture in

the event either the Company or the Executive exercise the termination rights

set forth in Section 6(c) hereof.



                  4.3 Expenses. During the Term, the Company shall promptly

reimburse the Executive for all reasonable and necessary travel expenses and

other disbursements incurred by the Executive on behalf of the Company in the

performance of the Executive's duties hereunder, assuming Executive has received

prior approval for such travel expenses and disbursements by the Company to the

extent possible consistent with corporate practices with respect to the

reimbursement of expenses incurred by the Company's employees.



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                  4.4 Benefits. The Executive shall be permitted during the Term

to participate in any hospitalization or disability insurance plans, health

programs, pension plans, bonus plans or similar benefits that may be available

to other executives of the Company (including coverage under any officers and

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