Employment Agreement - And Justice for All Inc. and Brett Merl


                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT ('Agreement') is made and entered into as of
July 1, 1997, between And Justice for All, Inc., a Florida corporation (the
'Company'), with a principal place of business at 1500 NW 62nd Street, Suite
404, Ft. Lauderdale, FL 33309, and Brett Merl, an individual (the 'Executive'),
whose address is 10213 Vestal Court, Coral Springs, Florida 33071.

                              PRELIMINARY STATEMENT:

         The Company is engaged in the 'Business' (as defined in Section 6(h),
below); the Executive has experience and expertise in the Business; the Company
wishes to employ the Executive and the Executive wishes to be employed by the
Company, all subject to the terms, conditions and covenants contained herein.
The Company has established a valuable reputation of expertise and goodwill in
the Business; the Executive, has and will become familiar with, and currently
possesses, the manner, methods, trade secrets and other confidential information
pertaining to the Business, including the Company's customers and referral base.

         NOW, THEREFORE, in consideration of the mutual covenants and premises
set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby conclusively acknowledged, the parties hereto,
intending to be legally bound, agree as follows:

         1. EMPLOYMENT. The Company hereby employs the Executive, and the
Executive hereby accepts such employment, all upon the terms and conditions set
forth herein. The above Preliminary Statement is true and correct, and is
incorporated herein by reference.

         2. AUTHORITY AND POWER DURING EMPLOYMENT PERIOD.

                  (a) The Executive shall serve as the CHIEF EXECUTIVE OFFICER
of the Company, with such duties, authority, and responsibilities as are
commensurate with such position. By his execution hereof the Executive accepts
such duties, authority, and responsibilities. In exercising his duties and
responsibilities hereunder, the Executive shall have all the power and authority
necessary to fulfill and discharge his duties and responsibilities hereunder and
shall abide by any lawful directions given by the Board of Directors of the
Company or its Chief Executive Officer or President. Notwithstanding the
foregoing, the Executive shall not, in connection with his employment hereunder,
cause or permit the Company or any of its subsidiaries to enter into any
agreement, commitment or arrangement with, or pay any fees or other amounts to
any person not dealing at arm's length with the Executive without first
disclosing the nature of such relationship to the President or Chief Executive
Officer of the Company and obtaining the prior written approval of the President
or Chief Executive Officer to any such agreement, commitment, arrangement or
payment. The Executive shall be responsible for such additional duties

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commensurate with his position may be reasonably determined by the President or
Chief Executive Officer of the Company from time to time.

                  (b) During the term of his employment hereunder, the Executive
shall devote substantially all of his working time and attention to such duties
as set forth in Section 3(a), and the Executive shall faithfully and diligently
serve and endeavor to further the interests of the Company and otherwise to
discharge his obligations under this Agreement. This provision shall not be
construed to prevent the Executive from devoting reasonable time to civic and
charitable organizations, or from attending to his own affairs, so long as the
same do not interfere with the performance of his duties for the Company.

         3. TERM. The Term of employment hereunder will commence on the date
hereof (the 'Start Date') and end on July 1, 2000 (the 'Term'). The Term shall
automatically renew for successive three year renewal terms after its
expiration, unless either party gives the other at least 12 months' prior
written notice of non-renewal prior to the then scheduled expiration of the Term
hereof. All provisions of the Agreement shall remain in effect during renewals
of the Term, and references to the 'Term' herein shall be deemed to refer to
renewals of the Term.

         4. COMPENSATION AND BENEFITS.

                  (a) SALARY. The Executive shall be paid a base salary (the
'Base Salary'), payable in accordance with the Company's customary payroll
policies or at such other intervals as may from time to time be used by the
Company for paying its employees generally, at an annual rate of ONE HUNDRED
TWENTY FIVE THOUSAND Dollars ($125,000.00) subject to annual increases, but not
decreases, in such compensation at the discretion of the Board of Directors,
such increases to take effect with each renewal of the Term hereunder, and
provided, however, that the minimum annual increase in Base Salary shall be at
least equal to the greater of (i) 20 percent, or (ii) the percentage increase
over the preceding year in the US Consumer Price Index (as published by the
Department of Labor, All Items).

                  (b) PERFORMANCE-BASED BONUS. As additional compensation, the
Executive may be entitled to receive a performance-based bonus (the 'Bonus'),
payable annually. The Executive's bonus shall be paid from the Company's Senior
Executive Bonus Pool, which shall be calculated after the Company's annual
audited financial statements are prepared, as an amount equal to 20% of the
Company's pre tax income for the preceding year, as reflected in such annual
audited financial statements. The Executive shall be entitled to a share of 33
1/3% of the such amount in the Senior Executive Bonus Pool. The Bonus shall be
payable promptly after the Company's audited financial statements are prepared.
In the event that the Term shall be terminated (or shall fail to be renewed)
after the end of the fiscal year and before the Bonus is paid, such Bonus shall
nonetheless be payable when the audited financial statements are prepared as
aforesaid. In the event that the Term shall be terminated (or shall fail to be
renewed) during a fiscal year, then the Bonus shall be computed based on the
financial

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results of the Company during such fiscal year through the end of the last
calendar month immediately preceding such termination, and shall be paid
promptly after such calculation is made.

                  (c) EXECUTIVE BENEFITS. The Executive shall be entitled to
participate in any and all benefit programs of the Company.

                  (d) VACATION. During each Fiscal Year, the Executive shall be
entitled to two (2) weeks of vacation time and the Executive shall utilize such
vacation time as the Executive from time to time may determine as appropriate
with regard to the operations of the Company.

                  (e) BUSINESS EXPENSE REIMBURSEMENT. The Executive shall be
entitled to receive reimbursement for all reasonable, out-of-pocket expenses
incurred by him during the Term of his employment (in accordance with any
policies and procedures reasonably established by the Company) in connection
with the proper and efficient discharge of his duties hereunder, provided the
Executive properly accounts therefor by providing the Company with statements
and vouchers in form reasonably satisfactory to the Company.

         5. TERMINATION OF EMPLOYMENT AND SEVERANCE.

                  (a) The Company shall be entitled to terminate Executive's
employment at any time:

                           (i) for any reason other than for 'Cause', (as that
         term is defined below), upon the giving of one hundred eighty (180)
         days' prior written notice of termination, provided, however, that in
         the event of termination without Cause, the Company shall be liable to
         pay the Executive, Base Salary for a period equal to the greater of (I)
         the remaining period of the Term then in effect, or (II) two years
         after termination, such Base Salary to be payable in accordance with
         the Company's customary payroll policies (free and clear of any and all
         offsets, defenses and counterclaims) and with continued benefits during
         the applicable period in which the severance payments are made (and in
         the event that the Executive's participation in any such benefit plans
         or programs is prohibited by the terms thereof, then the Company shall
         arrange to provide the Executive with benefits, at its sole expense,
         substantially similar to those to which the Executive is entitled under
         such benefit plans and programs), provided that no Bonuses shall be
         payable in respect of the period during which such severance payments
         are made (Executive's entitlement to severance pay shall not be
         affected by any subsequent re-employment of the Executive); or

                           (ii) for 'Cause' without severance pay or benefits.

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                  (b) The Executive may terminate his employment with the
Company by giving notice of such termination to the Company, at any time upon
the Company's material breach hereunder or within one year after Executive
acquires actual knowledge, or receives notice from the Company, of a Change in
Control of the Company; in which case the Company shall deliver to the Executive
upon termination full payment of the 'Parachute Payment,' as provided in Section
5(e) below. For purposes hereof, a 'Change in Control' shall mean if there is
any change in the beneficial ownership or title to voting securities of the
Company (other than pursuant to transfers among present shareholders of the
Company or underwritten public offerings of the Company's securities)
representing more than 33 1/3% of the combined voting power of the Company's
securities outstanding on the date of this Agreement, or a person not a
shareholder of the Company on the date hereof acquires the power to elect a
majority of the Board of Directors of the Company.

                  (c) DEATH. In the event of the Executive's death, the
Executive's designated beneficiary, or, in the absence of such designation, the
estate or other legal representative of the Executive, shall be entitled to all
accrued Base Salary through the date of Death, and an additional payment to the
Executive's estate equal to six months Base Salary.

                  (d) DISABILITY. In the event of the Executive's 'Disability,'
as defined below, the Company may terminate employment of the Executive
hereunder without any further obligations, except as expressly set forth in this
Section 5. In the event of termination due to the Executive's Disability, the
Executive shall be entitled to receive the Executive's salary at the annual rate
in effect immediately prior to the commencement of Disability, for a period of
not less than 180 days from the date on which the Disability has commenced as
provided below. Any amounts provided for in this Section 5(d) shall be offset by
other long-term disability benefits provided to the Executive by the Company, if
any. 'Disability,' for the purposes of this Agreement, shall be deemed to have
occurred, at the Board of Directors' option, in the event the Executive, by
reason of mental or physical disability or illness, is unable to perform his
duties as described in Section 2 for a period (the 'Period of Disability') of
more than 180 days in any one employment year, upon the Board of Directors
giving the Executive at least 30 days' written notice of its intention to so
terminate, and if the Executive is able to return to work full time before the
expiration of this 30 day period, then the Executive shall not be subject to
termination for Disability hereunder. Termination due to Disability shall be
deemed to have occurred upon the first day of the month following the
determination of Disability as defined in the preceding sentence.

                  (e) PARACHUTE PAYMENT. If the Executive's employment is
terminated due to (i) the occurrence of a Change of Control of the Company; or
(ii) the termination by the Executive of his employment with the Company as a
result of the Company's material breach hereof, then in any such event (an
'Event of Termination'), then (A) the Company shall pay to the Executive in a
lump sum payment (a 'Parachute Payment') on the effective date of the

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termination of the Executive's Employment (the 'Termination Date') an amount
equal to the sum of three times the Executive's annualized includible
compensation for the base period, as such may be defined in /section/ 280G of
the Internal Revenue code of 1986, as amended (or the regulations promulgated
thereunder) (the 'Code') minus one dollar (it being the intent of this provision
that the Executive receive the maximum compensation payable under the Code in
such circumstances that is deductible to the Company and which does not trigger
the excise tax contemplated by the Code for excess parachute payments); and (B)
the Company shall maintain in full force and effect, at the Company's sole
expense (pursuant to waiver of COBRA premiums or otherwise) and for the
Executive's continued benefit until one year after the Termination Date all life
insurance, medical, health and accident, and disability plans and similar
arrangements in which the Executive was entitled to participate immediately
prior to the Event of Termination. In the event that the Executive's
participation in any such plan or program is barred by the plans or programs,
the Company shall arrange to provide the Executive with benefits, at the
Company's sole expense, substantially similar to those to which the Executive is
entitled under such plans and programs. The Executive shall not be required to
mitigate the amount of any payment provided for in this Section by seeking other
employment or otherwise, nor shall the amount of any payment provided for in
this Section be reduced by any compensation earned by the Executive as the
result of employment by another employer after the Termination Date or
otherwise; however, the Executive shall have the right (but not the obligation)
to voluntarily reduce the consideration payable to him upon a Change in Control,
in any manner the Executive may elect by written notice to the Company.

                  (f) TERMINATION BY THE COMPANY FOR CAUSE.

                           (i) Nothing herein shall prevent the Company from
         terminating the Executive's employment for 'Cause', as defined below.
         In the event of termination for Cause, the Executive shall continue to
         receive salary only for the period ending with the date of such
         termination as provided in this Section 5(f), and any Bonus accruing in
         respect of net pre tax income of the Company prior to the termination
         as provided in Section 4(b). Any rights and benefits the Executive may
         have in respect of any other compensation shall be determined in
         accordance with the terms of such other compensation arrangements or
         such plans or programs.

                           (ii) 'Cause' shall mean: For purposes of this
         Agreement, 'cause' and 'for cause' shall mean (A) any intentional
         breach of the Executive's fiduciary duty to the Company that is
         intended to cause, and actually causes, material injury to the
         Company's business or business relationships; (B) the Executive's
         breach under this Agreement that causes material damage to the Company;
         (C) the Executive's gross negligence in the performance of his duties
         that materially adversely affects the Company; and (D) conviction of a
         felony; provided, however, that (1) the Company shall give the
         Executive notice of any circumstances described in (B) or (C), above,
         which notice shall describe such circumstances in reasonable detail,
         and (2) no 'cause' for termination shall be

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         deemed to exist if the Executive shall remedy or cure the relevant
         circumstances within 10 days from his receipt of such notice.
         Termination for cause under clause (B) or (C) shall be effective on the
         2nd business day after receipt by the Executive of a further written
         notice from the Company, following expiration of the 10-day cure period
         as aforesaid; provided the Executive has not previously cured the event
         of cause; and termination for cause under (A) or (D) shall be effective
         immediately upon receipt by the Executive of written notice of
         termination. The determination of whether 'Cause' for terminating
         Executive's employment exists may only be made at a meeting of the
         Board of Directors called for such purpose, and the Executive shall
         have the right to receive prior notice of such meeting and an
         opportunity to address the Board of Directors on the issue. The
         Executive shall be entitled to receive upon termination for Cause (A)
         any earned and unpaid Base Salary and Bonus accrued through the date of
         termination; and (B) subject to the terms hereof, any benefits which
         may be due to the Executive on such date under the provisions of any
         employee benefit plan, program or policy.

         6. COVENANT NOT TO COMPETE AND CONFIDENTIALITY.

                  (a) COVENANT NOT TO COMPETE. The Executive acknowledges and
recognizes the highly competitive nature of the Company's business and that the
goodwill and patronage of the Company's Clients (as defined below) constitute a
substantial asset of the Company having been acquired through considerable time,
money and effort. Accordingly, in consideration of the execution of this
Agreement, the Executive agrees that:

                           (i) during the Restricted Period (as defined below)
         and within the Restricted Area (as defined below), the Executive will
         not, individually or in conjunction with others, directly or
         indirectly, engage in any part of the Business (as defined below),
         whether as an officer, director, proprietor, employer, partner,
         independent contractor, investor (other than as a holder solely as an
         investment of less than 2% of the outstanding capital stock of a
         publicly traded corporation), consultant, advisor, agent or otherwise.

                           (ii) during the Restricted Period and within the
         Restricted Area, the Executive will not (A) directly or indirectly
         recruit, solicit or otherwise influence any employee or agent of the
         Company to discontinue such employment or agency relationship with the
         Company, or (B) employ or seek to employ, or cause or permit (insofar
         as it is in his control to do so) any business which competes directly
         or indirectly with the Business of the Company (the 'Competitive
         Business') to employ or seek to employ for any Competitive Business any
         person who is then (or was at any time within six (6) months prior to
         the date Executive or the Competitive Business employs or seeks to
         employ such person) employed by the Company.

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                           (iii) during the Restricted Period and within the
         Restricted Area, the Executive will not, directly or indirectly,
         compete with the Company by soliciting, inducing or influencing any of
         the Company's Clients which have a business relationship with the
         Company at the time during the Restricted Period to discontinue or
         reduce the extent of such relationship with the Company.

                           (iv) during the Restricted Period, the Executive will
         not interfere with, or disrupt or attempt to disrupt any present or
         prospective relationship, contractual or otherwise, between the Company
         and any customer, employee or agent of the Company, or anyone who was
         such within the one year period before the time of termination of the
         Executive's employment.

                  (b) CONFIDENTIALITY. In accordance with the Florida Statutes,
among others Chapter 542 and Chapter 688, the Executive acknowledges that the
Company has 'trade secrets' (as that term is defined in the Florida Statutes)
and a legitimate business interest in protecting them. Further, the Executive
acknowledges that the Company's trade secrets, including but not limited to,
private or secret processes, methods and ideas (as they exist from time to
time), customer lists and information concerning the Company's products,
services, training methods, development, technical information, marketing
activities and procedures, credit and financial data concerning the Company
and/or the Company's Clients (the 'Proprietary Information'), are valuable,
special and unique assets of the Company, access to and knowledge of which are
essential to the Performance of the Executive hereunder. In light of the highly
competitive nature of the industry in which the Company's business is conducted,
the Executive agrees that all Proprietary Information, currently possessed by,
or in the future obtained by the Executive as a result of the Executive's
association with the Company shall be considered confidential.

                  In recognition of the foregoing, the Executive agrees that he
will not use or disclose any of such Proprietary Information for the Executive's
own purposes or for the benefit of any person or other entity or organization
(except the Company) under any circumstances unless such Proprietary Information
has been publicly disclosed generally or, upon at least 10 days' prior notice to
the Company (or on such shorter notice as is available to the Executive if the
subpoena is returnable within less than ten (10) days), the Executive is legally
required to disclose such Proprietary Information. Documents (as defined below)
relating to the Business, the Company or the General Partner prepared by the
Executive or that come into the Executive's possession during the Executive's
association with the Company are and remain the property of the Company, and
when this agreement terminates, such Documents shall be returned to the Company
at the Company's principal place of business, as provided in Section 10, below,
and the Executive represents that he will not copy, or cause to be copied,
printed, summarized or compiled any software, Documents or other materials or
other Proprietary Information owned by the Company. The Executive further
represents that he will not retain in his possession any such software,
Documents, or other materials in machine or human readable forms.

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                  (c) PATENTS. Any patents, trademarks, inventions, discoveries,
applications or processes, software and computer programs devised, planned,
applied, created, discovered or invented by the Executive in the course of his
employment with the Company, or which pertain to any aspect of the Business of
the Company, shall be the sole and absolute property of the Company, and the
Executive shall make a prompt report thereof to the Company and promptly execute
and deliver, for no additional consideration, any and all documents reasonably
requested by the Company to assure the Company the full and complete ownership
thereof.

                  (d) DOCUMENTS. 'Documents' shall mean all original written,
recorded, or graphic matters whatsoever, and any and all copies thereof,
including, but not limited to: papers, books, records, tangible things,
correspondence, communications, telex messages, memoranda, work papers, reports,
affidavits, statements, summaries, analyses, evaluations, client records and
information, agreements, agendas, advertisements, instructions, charges,
manuals, brochures, publications, directories, industry lists, schedules, price
lists, client lists, statistical records, training manuals, computer printouts,
books of account, records and invoices reflecting business operations, all
things similar to any of the foregoing, however denominated. In all cases where
originals are not available, the term 'Documents' shall also mean identical
copies of original documents or non-identical copies thereof.

                  (e) COMPANY'S CLIENTS. The 'Company's Clients' shall mean any
persons, partnerships, corporations, professional associations or other
organization for which the Company has performed services which are part of the
Business, as defined below.

                  (f) RESTRICTED PERIOD. The 'Restricted Period' shall mean (A)
the Term (and renewals of the Term) of this Agreement and (B) a period of two
years following the termination (or nonrenewal) of the Term (or of any renewal
of the Term). Notwithstanding the foregoing, the Restricted Period shall
terminate upon the Company's election to terminate the Term or to fail to offer
to renew the Term upon its scheduled expiration, in each case without 'Cause'.

                  (g) RESTRICTED AREA. The 'Restricted Area' shall mean the
United States of America, and its possessions and territories.

                  (h) BUSINESS. 'Business' shall mean the business of providing
attorney referrals and related services to provide affordable access to the US
legal system to persons and organizations, all as currently provided by the
Company, and any additional business or lines of business which the Company or
any of its subsidiaries may engage in during the term of this Agreement and any
activities with respect to such Business.

                  (i) COVENANTS AS ESSENTIAL ELEMENTS OF THIS AGREEMENT. It is
understood by and between the parties hereto that the foregoing covenants
contained in Section 6(a), (b) and (c) are: (i) reasonable in scope and duration
in light of the nature of the Business and the area in which the Company or its
Subsidiaries engage in the Business; and (ii) are essential elements of

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this Agreement, and that, but for the agreement by the Executive to comply with
such covenants, the Company would not have agreed to enter into this Agreement.
Such covenants by the Executive shall be construed to be agreements independent
of any other provisions of this Agreement. Except as otherwise expressly
provided herein, the existence of any other claim or cause of action, whether
predicated on any other provision in this Agreement, or otherwise, as a result
of the relationship between the parties shall not constitute a defense to the
enforcement of such covenants against the Executive.

                  (j) SURVIVAL AFTER TERMINATION OF AGREEMENT. Notwithstanding
anything to the contrary contained in this Agreement, the covenants in Sections
6(a), (b) and (c) shall, to the extent provided for herein, survive the
termination of this Agreement and the Executive's employment with the Company.

                  (k) REMEDIES

                           (i) The Executive acknowledges and agrees that the
         Company's remedy at law for a breach or threatened breach of any of the
         provisions of Section 6(a), (b) or (c) herein would be inadequate and
         such breach shall cause irreparable harm to the Company. In recognition
         of this fact, in the event of a breach by the Executive of any of the
         provisions of Section 6(a) or (c) the Executive agrees that, in
         addition to any remedy at law available to the Company, including, but
         not limited to monetary damages, all rights of the Executive to payment
         of severance payments, as provided for herein, may be suspended and
         paid into escrow subject to forfeiture and payment to the Company if
         the Executive is determined by arbitration or judicial ruling to have
         violated any such provision; and if the Executive breaches any
         provision of Sections 6(a), (b) or (c), then the Company, without
         posting any bond, shall be entitled to obtain, and the Executive agrees
         not to oppose on the basis of the adequacy of a remedy at law the
         Company's request for, equitable relief in the form of specific
         performance, temporary restraining order, temporary or permanent
         injunction or any other equitable remedy which may then be available to
         the Company.

                           (ii) The Executive acknowledges that the granting of
         a temporary injunction, temporary restraining order or permanent
         injunction merely prohibiting the use of Proprietary Information would
         not be an adequate remedy upon breach or threatened breach of Section
         6(a), (b) or (c) and consequently agrees, upon proof of any such
         breach, to the granting or injunctive relief prohibiting any form of
         competition with the Company that is prohibited by this Agreement.
         Nothing herein contained shall be construed as prohibiting the Company
         from pursuing all other remedies available to it for such breach or
         threatened breach, and no injunction shall prevent or impair
         enforcement of remedies for damages.

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                  (l) SEVERABILITY. If a court of competent jurisdiction
determines that any of the covenants, or provisions thereof, contained in this
Section 6 are unreasonable as to their duration or geographic scope, or are
otherwise unenforceable, the parties hereto desire such court to reform such
provisions so that they cover the maximum period of time and geographic scope as
to which they can be enforced, and to enforce such covenant, or portion thereof,
to the fullest extent permissible by the laws of the State of Florida.

         7. WITHHOLDING. Anything to the contrary notwithstanding, all payments
required to be made by the Company hereunder to the Executive or the Executive's
estate or beneficiaries shall be subject to the withholding of such amounts, if
any, relating to tax and other payroll deductions as the Company may reasonably
determine it should withhold pursuant to any applicable law or regulation.

         8. NOTICES. All notices, requests, demands or other communications by
the terms hereof required or permitted to be given by one party to another shall
be given in writing by personal delivery, by telecopier or by regular mail,
postage prepaid, addressed to such other party or delivered to such other party
as follows:

If to the Company:                        1500 N.W. 62nd Street, #404
                                          Fort Lauderdale, Florida 33309

If to the Executive:                      10213 Vestal Court
                                          Coral Springs, Florida 33071

or at such other address or telecopy number as may be given by any of them to
the others in writing from time to time and such notices, requests, demands or
other communication shall be deemed to have been received when hand delivered,
on the Business Day after the date telecopied (with receipt confirmed) or, if
mailed, the fourth Business Day following the day of the mailing thereof,
provided that if any such notice, request, demand or other communication shall
have been mailed and if regular mail service shall be interrupted by strikes or
other irregularities, such notice, request, demand or other communication shall
be deemed to have been received on the fourth Business Day following the
resumption of normal mail service.

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         9. ENTIRE AGREEMENT. This Agreement, sets forth the entire agreement
and understanding between the parties, and merge and supersede all prior
discussions, agreements and understandings of every kind and nature among them
as to the subject matter hereof.

         10. AMENDMENTS TO AGREEMENT. This Agreement shall not be amended except
by a writing signed by each party to the Agreement, and this Agreement may not
be discharged except by performance in accordance with its terms or by a writing
signed by each party to the Agreement.

         11. US DOLLARS. All dollar amounts in this Agreement are stated in
United States Dollars.

         12. GOVERNING LAW. THIS AGREEMENT AND ITS VALIDITY, CONSTRUCTION AND
PERFORMANCE SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF FLORIDA, WITHOUT
GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

         13. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns. This Agreement may not be assigned by the Executive
without the prior written consent of the Company. This Agreement may be assigned
by the Company in connection with the sale, transfer or other disposition of all
or substantially all of the Company's assets or business, and the provisions
hereof, including the non-compete and confidentiality provisions of this
Agreement, shall inure to the benefit of such successor or assign of the
Company.

         14. PRONOUNS. Whenever the context requires, the use in this Agreement
of a pronoun of any gender shall be deemed to refer also to any other gender,
and the use of the singular shall be deemed to refer also to the plural.

         15. HEADINGS. The headings of this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.

         16. ATTORNEYS' FEES. If any action or proceeding is brought in any
court by any party to enforce any provisions of this Agreement, the prevailing
party shall be entitled to recover from the non-prevailing party all of its
reasonable costs and expenses incurred in connection with such action, including
attorneys' fees.

         17. CALCULATION OF TIME PERIODS. When calculating the period of time
within which or following which any act is to be done or step taken pursuant to
this Agreement, the date which is the reference date in calculating such period
shall be excluded. If the last day of such period is not a Business Day, the
period in question shall end on the immediately following Business Day.

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         18. REFERENCES TO LAW. All references in this Agreement to any law,
by-law, rule, regulation, order or act of any government, governmental body or
other regulatory body or authority shall be construed as a reference thereto as
amended or re-enacted from time to time or as a reference to any successor
thereto.

         19. EXECUTION IN COUNTERPARTS. This Agreement may be executed in
several counterparts, by original or facsimile signature, each of which so
executed shall be deemed to be an original and such counterparts together shall
be deemed to be one and the same instrument, which shall be deemed to be
executed as of the date first above written.

         20. FURTHER ASSURANCES. The parties hereto shall sign such further
documents and do and perform and cause to be done and performed such further and
other acts and things as may be necessary or desirable in order to give full
effect to this Agreement and every part thereof.

         21. SURVIVAL. Any termination of this Agreement shall not affect the
ongoing provisions of this Agreement which shall survive such termination in
accordance with their terms.

         22. SEVERABILITY. The invalidity or unenforceability, in whole or in
part, of any covenant, promise or undertaking, or any section, subsection,
paragraph, sentence, clause, phrase or word or of any provision of this
Agreement shall not affect the validity or enforceability of the remaining
portions thereof.

         23. CONSTRUCTION. This Agreement shall be construed within the fair
meaning of each of its terms and not against the party drafting the document.

THE EXECUTIVE AND THE COMPANY EACH ACKNOWLEDGES THAT HE OR IT HAS READ ALL OF
THE TERMS OF THIS AGREEMENT, UNDERSTANDS THE AGREEMENT, AND AGREES TO ABIDE BY
ITS TERMS AND CONDITIONS.

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         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth in first paragraph of this Agreement.

                                              THE COMPANY:
                                              AND JUSTICE FOR ALL, INC.
                                              a Florida corporation

                                              By:   /s/ M. J. COHEN
                                                    ----------------------------
                                              Its:  TREASURER AND CFO


                                              THE EXECUTIVE:

                                              /s/ BRETT MERL
                                              ----------------------------------

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