CANTON INDUSTRIAL CORPORATION
                                               EMPLOYMENT AGREEMENT


         This  EMPLOYMENT  AGREEMENT  is  made  effective  as of the  4th day of
October,  1995 between The Canton Industrial  Corporation,  a Nevada corporation
(the  "Corporation"),  and Susan S.  Waldrop  (the  "Executive"),  all  parties'
principal place of business being 268 West 400 South, Suite 300, Salt Lake City,
Utah 84101.

                                                    WITNESSETH

     The  Executive is the Chief  Financial  Officer/Secretary/Treasurer  of the
Corporation  and possesses an intimate  knowledge of the business and affairs of
the Corporation.  The Corporation recognizes the Executive's contribution to the
growth and success of the  Corporation  and desires to assure to the Corporation
the  continued  benefits  of  the  Executive's  expertise  and  knowledge.   The
Executive,  in turn,  desires  to  continue  in  full-time  employment  with the
Corporation on the terms provided herein.

     Accordingly,  in consideration of the mutual covenants and  representations
contained herein, the parties hereto agree as follows:

         1.  Employment of Executive.

         1.1. Duties and Status.

                  (a)  The  Corporation  hereby  engages  the  Executive  as  an
Executive employee for the period (the "Employment Period") specified in Section
4, and the Executive  accepts such  employment,  on the terms and conditions set
forth in this  Agreement.  During the  Employment  Period,  the Executive  shall
exercise such  authority and perform such executive  duties as are  commensurate
with the authority  being  exercised and duties being performed by the Executive
for the Corporation  immediately  prior to the effective date of this Agreement,
provided,  however,  that  Executive  shall not with out her written  consent be
assigned duties that are materially  inconsistent with her training,  experience
and abilities nor to an executive position which is materially inconsistent with
this criteria.

                  (b) During the  Employment  Period,  the  Executive  shall (i)
render such services to the  Corporation  and its  affiliates as are  reasonably
required by the Board of Directors of the  Corporation and as may be required by
virtue of the office(s) and positions  Executive  holds subject to the standards
and criteria set forth herein, and (ii) accept such additional office or offices
to  which  he may be  elected  by the  Board of  Directors  of the  Corporation,
provided that the  performance  of the duties of such office or offices shall be
consistent  with the scope of the duties  provided for in subsection (a) of this
Section 1.1.

                  (c) The Executive will be required to perform the services and
duties  provided for in subsection  (a) of this Section 1.1 only at the location
where the Executive was employed immediately prior to the effective date of this
Agreement  or such other  location  of the  principal  executive  offices of the
Corporation  in the current  metropolitan  area as the Board of Directors of the
Corporation may designate,  unless Executive receives additional compensation to
move to another  location,  including  payment for all expenses  associated with
said move.

          1.2.  Compensation  and  General  Benefits.  As  compensation  for her
     services  under This  Agreement,  the  Executive  shall be  compensated  as
     follows:

                  (a) The  Corporation  shall pay the Executive an annual salary
of  $67,500.00.  Two-thirds  (2/3) of the annual salary  ($45,000) is payable in
cash  simultaneously  with the bi-weekly  payroll of the Corporation.  One-third
(1/3) of the  annual  salary  ($22,500)  is  payable  in  shares  of The  Canton
Industrial  Corporation  stock issued on a monthly basis.  The stock received by
the  Executive   shall  be  issued   pursuant  to  applicable   exemptions  from
registration,  and/or made  available  pursuant to a Form S-8  registration  and
shall be valued at the  average bid price for the ten pay period  preceding  the
end of the month during which the  Executive  serves as such, or the closing bid
price for the quarter, whichever is lower, fractional shares shall be rounded up
to the  nearest  whole  share.  The  Executive  shall also be  entitled to other
bonuses as






they become  available,  to be reviewed  by the Board of  Directors.  The annual
salary  of the  Executive  shall be  subject  to  normal  periodic  review  on a
bi-annual basis, by the Board of Directors.

                  (b) The  Executive  shall be eligible to  participate  in such
profit-sharing, bonus, incentive, or any other transactions in which an employee
of the Corporation receives, or may receive, additional compensation, including,
but not limited  to,  receipt of stock in other  organizations  (such as the 504
incentives type of  compensation,  etc.),  and performance  award programs which
provide   opportunities  to  receive  compensation  which  are  the  greater  of
opportunities  (i) then provided by the Corporation to executives,  and or other
employees with reasonably  comparable authority and duties (and in any event not
lesser  than those  provided  to  executives  or regular  employees  with junior
authority or duties),  or (ii) available to the Executive  immediately  prior to
the effective date of this Agreement.

                  (c) The  Executive  shall  be  entitled  to  receive  employee
benefits,  if available,  including,  without limitation,  pension,  disability,
group life,  sickness,  accident and health insurance  programs and split-dollar
life  insurance  programs,  and  prerequisites  provided by the  Corporation  to
executives which are the greater of the employee  benefits and prerequisites (i)
then provided by the  Corporation  to executives  with  comparable  authority or
duties  (and in any event not lesser  than those  provided  to  executives  with
junior  authority or duties),  or (ii)  available to the  Executive  immediately
prior  to  the  effective  date  of  this  Agreement,  all  in  accordance  with
Corporation's Employee Manual. Additionally, the Executive shall have additional
paid vacation time as follows:  first year of employment  two weeks,  one to two
years three weeks;  three or more years four weeks.  The Executive  will only be
available for 4 hours on Fridays.

         2.  Competition;   Confidential  Information.  The  Executive  and  the
Corporation  recognize that due to the nature of her prior  association with the
Corporation  and of her  engagements  hereunder,  and  the  relationship  of the
Executive to the Corporation,  both in the past and in the future hereunder, the
Executive  has had  access to and has  acquired,  will  have  access to and will
acquire,  and has  assisted in and may assist in  developing,  confidential  and
proprietary   information  relating  to  the  business  and  operations  of  the
Corporation and its affiliates,  including,  without  limiting the generality of
the  foregoing,  information  with  respect  to their  present  and  prospective
products,  systems,  customers,  agents,  processes,  and  sales  and  marketing
methods.  The Executive  acknowledges  that such  information  has been and will
continue to be of central  importance to the business of the Corporation and its
affiliates  and  that  disclosure  of it to or its  use by  others  could  cause
substantial  loss to the  Corporation.  The Executive and the  Corporation  also
recognize  that an important part of the  Executive's  duties will be to develop
good will for the  Corporation and its affiliates  through her personal  contact
with  customers,  agents  and  others  having  business  relationships  with the
Corporation and its affiliates,  and that there is a danger that This good will,
a  proprietary  asset of the  Corporation  and its  affiliates,  may  follow the
Executive if and when her/her  relationship  with the Corporation is terminated.
The Executive accordingly agrees as follows:

         2.1. Non-Competition.

                  (a) Except for reasons as stated in subsection 2.1 (b), during
the  Employment  Period and for a period of two years  thereafter  the Executive
will not,  directly or  indirectly,  either  individually  or as owner  partner,
agent,  employee,  consultant  or  otherwise,  except for the  account of and on
behalf  of  the  Corporation  or  their  affiliates,   engage  in  any  activity
competitive  with the business of the  Corporation or its  affiliates,  nor will
she, in competition with the Corporation or its affiliates, solicit or otherwise
attempt to establish  for herself or any other person,  firm or entity,  any new
business  relationships  with any person,  firm or corporation  which is, at the
time this Agreement is entered into, or during her time in office, a customer or
employee of the Corporation or one of its affiliates.

                  (b) Executive may accept  employment by a competitor or client
of the Corporation , if two times the Executive's annual compensation is paid to
the Corporation by the competitor,  or client.  Prior to the Executive accepting
such position  Executive  shall give at least two weeks notice unless  otherwise
agreed by the Corporation and Executive.  All others provisions set forth in 2.1
(a) shall remain in effect irrespective of this exception.

                  (c) Nothing in this  Section 2 shall be  construed  to prevent
the Executive  from owning,  as an  investment,  not more than 15% of a class of
equity  securities issued by any competitor of the Corporation or its affiliates
and publicly traded and registered  under Section 12 of the Securities  Exchange
Act of 1934.

          2.2. Trade Secrets.  The Executive  will keep  confidential  any trade
     secrets or confidential  or proprietary  information of the Corporation and
     its  affiliates,  which are now known to her or which  hereafter may become
     known to her,





as a result of her employment or association  with the Corporation and shall not
at any time directly or indirectly  disclose any such information to any person,
firm or  corporation,  or use the same in any way other than in connection  with
the business of the Corporation or its affiliates  during and at all times after
the expiration of the Employment Period. For purposes of this Agreement,  "trade
secrets or confidential or proprietary  information" means information unique to
the  Corporation  or any of its  affiliates  which  has a  significant  business
purpose  and is not  known or  generally  available  from  sources  outside  the
Corporation or any of its affiliates, or typical of industry practice.

         3. Corporation's  Remedies for Breach. It is recognized that damages in
the event of breach of paragraph 2 by the Executive  would be difficult,  if not
impossible, to ascertain, and it is, therefore,  agreed that the Corporation, in
addition to and without  limiting any other  remedy or right it may have,  shall
have the  right to an  injunction  or other  equitable  relief  in any  court of
competent  jurisdiction,  enjoining any breach,  and the Executive hereby waives
any and all  defenses  he may  have on the  ground  of lack of  jurisdiction  or
competence of the court to grant such an injunction or other equitable relief.

         3.1.  Payment for  Termination.  Should the  Corporation  terminate the
Executive's  employment  during the term of this  agreement  without  sufficient
cause as defined herein,  the Executive shall be entitled to thirty (30) days of
full compensation due to her under this contract with the Corporation, including
issuance  of such stock in The  Canton  Industrial  Corporation,  along with the
appropriate  percentages of any transactions  closed by the Corporation to which
the  Executive  would  otherwise  been  eligible  to receive  through  continued
employment,  all of which together constitute "compensation" for the purposes of
this paragraph. All compensation due normally payable in cash is payable in cash
on the day of termination,  all compensation due normally payable in stock shall
be delivered  within fifteen (15) days of termination.  The stock issued will be
valued pursuant to paragraph 1.2(a).

         4. Employment Period; Certain Rights.

         4.1 Duration.  The Employment Period shall commence on the date of this
Agreement and shall continue for one year . The Employment Period may be renewed
from  year to  year  by  agreement  executed  in  writing  prior  to  each  such
anniversary.

         4.2  Termination.  This  Agreement  may be terminated at will by either
party.  Executive  is required  to give two weeks  notice,  unless  subsequently
agreed to by the Corporation. The Corporation shall be subject to section 3.1 in
the event the Executive is terminated  without cause, and shall pay no severance
for termination with cause.

         (a)   Disability/Retirement.   If,  as  a  result  of  the  Executive's
         incapacity  due  to  physical  or  mental  illness  or  infirmity,  the
         Executive shall have been absent from the full-time  performance of her
         employment  duties with the Corporation for forty-five (45) consecutive
         days during the term of this  agreement  the  Corporation  reserves the
         right to terminate this agreement.

         (b) Cause.  Termination  by the  Corporation  of the  Executive's
         employment for "cause" shall mean termination upon:

                  (I)  the  continued   failure  by  the  Executive  to  perform
                  substantially  all of her duties with the  Corporation  (other
                  than  any  such  failure  resulting  from  incapacity  due  to
                  physical or mental illness, or infirmity or any such actual or
                  anticipated failure after issuance of a Notice of Termination)
                  within a reasonable  period of time after a written demand for
                  substantial   performance   is   delivered   to   you  by  the
                  Corporation,  which demand specifically  identifies the manner
                  in which the  Corporation  believes that the Executive has not
                  substantially  performed  her  duties.  For  purposes  of this
                  paragraph "a reasonable  period of time" means a period of not
                  less then 10 working days, nor more than 20 working days.

         5. Indemnity. The Corporation agrees to indemnify and hold harmless the
Executive  from and  against  any and all  losses,  claims,  damages,  expenses,
liabilities,  or actions to which the  Executive  may become  subject,  and will
provide a legal defense at no cost to the Executive,  or should a conflict arise
between a defense  available to the  Corporation  and another  Defendant and the
Executive,  the Corporation shall reimburse the Executive for any legal or other
expenses  reasonably  incurred  by  him  in  connection  with  investigating  or
defending any claims or actions, whether or not resulting in liability,






insofar as such losses, claims, damages,  expenses,  liabilities,  including any
and all costs, fees, attorneys fees, or judgments entered against him, and agree
to defend  said  Executive  from all  causes of  action  which may be  initiated
against the Executive as a result of her position with the  Corporation,  and or
the performance of her duties with the Corporation, or any of its' affiliates or
subsidiaries,  including, but not limited to, all outstanding withholding taxes,
state  taxes,   unpaid   corporate   obligations,   litigation,   administrative
investigations, existing or future claims of any nature.

         6.  Successors; Binding Agreement.

         (a) The  Corporation  will  require any  successor  (whether  direct or
         indirect,  by purchase,  merger  consolidation or otherwise;  to all or
         substantially  all of the business  and/or assets of the Corporation to
         expressly assume and agree to perform this Agreement in the same manner
         and to the same  extent  that the  Corporation  would  be  required  to
         perform  it if no such  succession  had  taken  place.  Failure  of the
         Corporation  to  obtain  such  assumption  and  agreement  prior to the
         effectiveness  of  any  such  succession  shall  be a  breach  of  this
         Agreement  and shall  entitle the  Executive to  compensation  from the
         Corporation  in the same  amount  and on the same terms as set forth in
         section (3) of this Agreement.

         (b) This  Agreement  shall  bind and  inure  to the  benefit  of and be
         enforceable  by the  Corporation  and the Executive and our  respective
         personal   or   legal   representatives,   executors,   administrators,
         successors, assigns, heirs, distributees, devisees and legatees. If the
         Executive  should  die while any amount  would  still be payable to her
         hereunder  if she had  continued  to  live,  all such  amounts,  unless
         otherwise  provided herein,  shall be paid in accordance with the terms
         of this  Agreement  in  accordance  with  the most  recent  beneficiary
         designation  which the Executive may have executed and delivered to the
         Corporation after the date of this Agreement, and in the absence of any
         such designation, the payments shall be made to her estate.

         (c)  If the  Executive's  employment  is  continued  with  a  successor
         (whether  directly or  indirectly) to all or  substantially  all of the
         business and assets of the Corporation  and such successor  assumes the
         obligations of the Corporation under this Agreement, the Executive will
         not be entitled to any severance  benefits under this Agreement  solely
         by reason of the  assumption of this  Agreement and the  termination of
         her employment with the Corporation in connection with such succession.

     7.  Enforcement of Agreement.  The Corporation will not at any time contest
the validity or enforceability of this Agreement.

         8.  Notice.  For the purpose of this  Agreement,  notices and all other
communications  provided for in this Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
registered  or  certified  mail,  return  receipt  requested,  postage  prepaid,
addressed  to the  respective  addresses  set  forth on the  first  page of this
Agreement  (except that all notices to the Corporation  shall be directed to the
attention of its  President)  or to such other  address as either party may have
furnished to the other in writing in accordance herewith, except that any notice
of change in address shall be effective only upon receipt.

         9.  Miscellaneous.  No  provision  of this  Agreement  may be modified,
waived or discharged unless such waiver,  modification or discharge is agreed to
in writing and signed by you and an authorized  officer of the  Corporation.  No
waiver  by either  party  hereto  at any time of any  breach by the other  party
hereto of, or compliance  with,  any condition or provision of this Agreement to
be  performed  by such  other  party  shall be  deemed a waiver  of  similar  or
dissimilar  provisions  or  conditions at the same or at any prior or subsequent
time. No agreements or representations,  oral or otherwise,  express or implied,
with respect to the subject  matter  hereof have been made by either party which
are not expressly  set forth in This  Agreement.  The validity,  interpretation,
construction  and performance of this Agreement shall be governed by the laws of
the State of Utah.  All  references to sections of the Code shall be deemed also
to refer to any successor provisions to such sections. Any payments provided for
hereunder  shall  be  paid  net of any  applicable  withholding  required  under
federal, state, or local law.

         10. Prior Agreements.  This Agreement contains the entire understanding
between  the  parties  hereto with  respect to the terms and  conditions  of the
Executives  employment and severance benefits and supersedes any prior agreement
between  the  Corporation  (or  any  predecessor  of the  Corporation)  and  the
Executive with respect to the subject matter hereof.





If there is any  discrepancy  or conflict  between this  Agreement and any plan,
policy  or  program  of the  Corporation  regarding  any  term or  condition  of
severance benefits, the language of this Agreement shall govern.

     11. Validity.  The invalidity or  unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of  this  Agreement,   which  shall  remain  in  full  force  and  effect.   

     12. Counterparts.  This Agreement may be executed in several  counterparts,
each of which shall be deemed to be an original but all of which  together  will
constitute one and the same instrument.

         13. Binding Agreement. This Agreement shall be effective as of the date
hereof and shall be binding upon and inure to the benefit of the Executive,  her
heirs, personal and legal representatives,  guardians and permitted assigns. The
rights and  obligations of the  Corporation  under this Agreement shall inure to
the  benefit of and shall be  binding  upon any  successor  or  assignee  of the
Corporation.

     14. Entire Agreement.  This Agreement  constitutes the entire understanding
of the Executive and the  Corporation  with respect to the subject matter hereof
and supersedes any and all prior understandings  written or oral. This Agreement
may not be changed, modified, or discharged orally, but only by an instrument in
writing signed by the parties.
     
     IN WITNESS  WHEREOF,  the parties have executed,  sealed and delivered this
Agreement as of the date first above written.

ATTEST:                                    The Canton Industrial Corporation

                                           By: /s/ Richard Surber, CEO

WITNESS: /s/ Matthew G. Colvin 11/10/95    Executive: /s/ Susan Waldrop 11/10/95