Employment Agreement - And Justice for All Inc. and Jason Krouse


                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT ('Agreement') is made and entered into on
12TH DAY, 1997, between And Justice for All Inc., a Florida corporation (the
'company'), with a principal place of business at 1500 N.W. 62ND STREET, FORT
LAUDERDALE, FLORIDA, and Jason Krouse, an individual (the 'Executive').

                             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 VICE PRESIDENT OF SALES
for 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 fill 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
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.

         3.       TERM. The Term of employment hereunder will commence on the
                  date hereof (the 'Start Date') and end five (5) years after
                  the Start Date or two weeks after the Company gives the
                  Executive notice of termination, unless terminated pursuant to
                  Section 5 of this Agreement (the 'Term'). The term shall
                  automatically renew for a period of 5 years, unless terminated
                  pursuant to Section 5 of this Agreement. 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 Fifty Five
Thousand Dollars ($55,000.00) for the first year of the Term subject to
semi-annual review for increases of no less than 15% per year, but not
decreases, in such compensation at the discretion of the Board of Directors.

                  (b) PERFORMANCE-BASED BONUS. As additional compensation, the
Executive may be entitled to receive a performance-based bonus (the 'Bonus'),
payable annually, in an amount, if any, determined by the Board of Directors in
its sole discretion.

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

                  (d) VACATION. During each Fiscal Year, the Executive shall be
entitled to ONE WEEK 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. The executive shall be entitled to two weeks
vacation at the completion of his/her second year of employment and three weeks
vacation at the end of his/her fifth year of employment.

                  (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.

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                  (f) COMMISSIONS. The employee shall be paid a 2% commission on
all business written by the company on an ongoing basis unless terminated as per
Section 5 of this Agreement. In the event the business is as a result of an
infomercial, employee will be entitled to 2% of the net revenues earned by the
company.

         5. TERMINATION OF EMPLOYMENT AND SEVERANCE.

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

                  (i) for 'Cause' without severance pay or benefits,

                  (b) 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.

                  (c) 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 6. 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(c) 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 [150 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. 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. Anything herein to the contrary notwithstanding, it
following a termination of employment hereunder due to Disability, the Executive
becomes re-employed, whether as an employee or a consultant, any salary, annual
incentive payments or other benefits earned by the Executive from such
employment shall offset any salary continuation due to the Executive hereunder
commencing with the date of re-employment.

                  (d) TERMINATION BY THE COMPANY FOR CAUSE OR BY THE EXECUTIVE
FOR GOOD REASON.

                           (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 6(d), Any rights and benefits the Executive may have in 


                                       3


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: (A) committing or
                                     participating in an injurious act of fraud,
                                     gross neglect, willful misconduct,
                                     recklessness, embezzlement or dishonesty
                                     against the Company; (B) engaging in a
                                     criminal enterprise involving moral
                                     turpitude; (C) indictment or being held for
                                     trial for an act or acts (1) constituting a
                                     felony under the laws of the United States
                                     or any state thereof, or (2) if applicable,
                                     loss of any state or federal license
                                     required for the Executive to perform the
                                     Executive's material duties or
                                     responsibilities for the Company; provided
                                     however that this Subsection 5(D)(II)(C)(2)
                                     shall not be applicable if such loss of
                                     license shall be a result of any actions or
                                     inactions outside the Executive's control;
                                     (D) habitual neglect of duty, gross
                                     incompetence, or willful disobedience of
                                     the reasonable and lawful orders of the
                                     Company or the President or Chief Executive
                                     Officer in a matter of substance which are
                                     not inconsistent with the provisions of
                                     this Agreement; (E) breach of or failure to
                                     observe any of the material terms or
                                     conditions of this Agreement; or (F) any
                                     assignment of this Agreement by the
                                     Executive in violation of this Agreement.
                                     If an event constituting 'Cause' under
                                     Sections (A) (with respect to gross neglect
                                     only), (D) or (E) is curable, then the
                                     Executive shall have the opportunity to
                                     cure the Same within fifteen (15) days
                                     after receipt of written notice from the
                                     Company setting forth the conduct committed
                                     and that the Company intends to terminate
                                     the Executive for 'Cause.'

                           (iii)     The Executive may also terminate the Term
                                     for 'Good Reason' which shall mean the
                                     Company's breach of or failure to observe
                                     any of the material terms or conditions of
                                     this Agreement, or any assignment of this
                                     Agreement by the Company in violation of
                                     this Agreement, and the Company's failure
                                     to cure the same within fifteen (15) days
                                     from its receipt of written notice from the
                                     Executive, such notice to specify the
                                     nature of the breach in reasonable detail
                                     and that the Executive will terminate the
                                     Term for Good Reason if the breach is not
                                     cured. Upon termination of the Term for
                                     Good Reason, the parties shall have the
                                     same rights and obligations as are provided
                                     in the Agreement for termination of the
                                     Term by the Company without Cause,

                           (iv)      In the event there is a breach or other
                                     event giving the Executive or the Company
                                     the right to terminate this Agreement after
                                     the lapse of a cure period in (ii) or
                                     (iii), which is capable of being cured and
                                     cannot be cured by payment of money and
                                     cannot be 


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                                     reasonably cured within the fifteen (15)
                                     day period applicable under either
                                     subsection (ii) or (iii) above, then the
                                     cure period shall be extended for up to
                                     ninety (90) days after the expiration of
                                     the applicable fifteen (15) day period, so
                                     long as the Executive or the Company has
                                     commenced the cure within the applicable
                                     fifteen (15) day period and thereafter
                                     diligently prosecutes it to completion.

                  (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
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 ss. 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.

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 


                                       5


                            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.

                  (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 tile 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 


                                       6


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.

                  (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 9'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 three (3) years following the termination
                      (or non-renewal) of the Term (or of any renewal of the
                      Term).

                  (g) RESTRICTED AREA. The 'Restricted Area' shall mean the
                      continental United States of America.

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                  (h)  BUSINESS. 'Business' shall mean the business of providing
                       attorney referrals and related services to provide
                       affordable access to the U.S. 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 Sections 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 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 or
                       non-compete 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
                      


                                       8


                       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
                       pursing all other remedies available to it for such
                       breach or threatened breach, and no injunction shall
                       prevent or impair enforcement of remedies for damages.

                  (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. In lieu of withholding such
                  amounts, the Company at the Executive's request, may, in its
                  sole discretion, accept other arrangements, provided that: (a)
                  the Company is satisfied that such other arrangements will
                  satisfy such tax and other payroll obligations in a manner
                  complying with applicable law or regulation; and (b) the
                  Executive shall indemnify the Company against all fines,
                  penalties and costs (including attorneys' fees) in the amount
                  that such other arrangements do not so comply.

         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:

                                       9


If to the Company: ________________________________
                   ________________________________
                   ________________________________
                   ________________________________


If to Executive:   ________________________________
                   ________________________________
                   ________________________________
                   ________________________________

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.

         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.      U.S. DOLLARS. All dollar amounts in this Agreement are stated
                  in United States Dollars.

         12.      GOVERNING LAW. THIS AGREEMENT AND ITS VALIDITY, CONSTRUCTION
                  AND PERFORMANC 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.

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         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 provision 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.

         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 referene 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.



                                       11


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.

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

                                   THE COMPANY

                                   AND JUSTICE FOR ALL INC.,
                                   a Florida corporation

                                   By: /S/ BRETT MERL
                                      ----------------------------------
                                   Its: CEO

                                   THE EXECUTIVE:

                                   /S/ JASON B. KROUSE
                                   --------------------------------------
                                   Jason B. Krouse

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