EXHIBIT 5
          
          EMPLOYMENT CONTRACT FOR GENE FARMER


This agreement is made May 27, 1994, at the City of Fort
Lauderdale, County of Broward, State of Florida, between
INTERNATIONAL TRAINING & EDUCATION CORP., employer, and GENE
FARMER, employee,

Employer  is engaged in the development of computer software
for training and education material and maintains a business
in  the City of Fort Lauderdale, County of Broward, State of
Florida,

Employee is willing to be employed by employer, and employer
is  willing to employ employee, on the terms, covenants, and
conditions set forth in this agreement,

WHEREAS  it is the intent of employer to obtain a  full-time
employee with integrity and requisite qualifications who has
prior  working experience with employer, to continue to  act
in  an  executive management function with the  corporation,
and it is the intent of GENE FARMER to fulfill the intent of
employer and be compensated for such employment.

In consideration of the mutual covenants and promises of the
parties,  employer  and  employee  covenant  and  agree   as
follows:


SECTION  ONE:  Employer  does hire and  employ  employee  as
Executive  Vice-President and Vice-Chairman  of  its  entire
corporation,  and  employee does accept and  agree  to  such
hiring  and  employment.  In consideration of the invaluable
and  sustaining contributions during the inception, research
and  development  of  the  company,  GENE  FARMER  will,  in
perpetuity, possess the title of co-founder and co-owner  of
the  company and its subsequent holdings.  This title is not
related  to  continued employment or  any  amount  of  stock
holdings  retained, Subject to the supervision and  pursuant
to  the orders, advice, and directions of employer, employee
shall direct all phases of said corporation, subject only to
the  final  direction of employer, and  shall  perform  such
other  duties  as are customarily performed by  one  holding
such position in other similar businesses or enterprises  as
that  engaged  in  by employer, and shall also  additionally
render  such other and unrelated services and duties as  may
be assigned to employee from time to time by employer,



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SECTION  TWO:  Employee  agrees to  perform,  at  all  times
faithfully,  industriously, and to the best of his  ability,
experience,  and  talent, all of  the  duties  that  may  be
required  of  and  from  him pursuant  to  the  express  and
implicit   terms  of  this  agreement,  to  the   reasonable
satisfaction of employer.  Such duties shall be rendered at-
employer's  Fort Lauderdale place of business  and  at  such
other  place  or  places as employer  shall  in  good  faith
require   or   as   the  interests,  needs,  business,   and
opportunities of employer shall require or make advisable.


SECTION  THREE: The term of this agreement shall  be  for  a
period  of five (5) years, commencing on May 27, 1994,,  and
terminating  on  May 26, 1999, subject, however,,  to  prior
termination as provided below.  Should employer cancel  this
employment contract without cause employee shall  receive  a
lump  sum liquidated amount of ONE MILLION ($li,000p,000,00)
DOLLARS as severance pay.


SECTION  FOUR:  Employer  shall pay  employee  and  employee
agrees  to  accept  from employer, for  employee's  services
under  this  agreement, compensation at the  gross  rate  of
FIFTY-FIVE  THOUSAND  ($55,,000.00)  DOLLARS  per  year  for
serving   as   Vice-Chairman  and  Executive  VicePresident,
payable  pro  rata at the beginning of each month,  Employer
shall  increase employees salary by FIFTY (50%)  PERCENT  as
President  and CEO if and/or when the employer's net  income
doubles  during any contractual year, In addition,  employer
agrees  to  compensate  employee at  the  net  rate  of  TEN
THOUSAND ($10,000.00) DOLIARS per year for serving as  Vice-
Chairman,  payable pro rata at the beginning of each  month.
Employer  further  agrees to compensate  employee  under  an
"executive  bonus  plan" at the net rate of  THREE  THOUSAND
($3,OOO.OO) DOLLARS per month at the beginning of each month
for  personal  living expenses.  It is expressly  understood
that  employee's  compensation under this agreement  may  be
supplemented by additional stock option plans from employer.
In  addition, employer agrees that it will reimburse  it  is
expressly understood that employee's compensation under this
agreement  may  be supplemented by additional  stock  option
plans  from employer.  In addition, employer agrees that  it
will   reimburse   employee  for  any  and  all   necessary,
customary, and usual expenses incurred by him on  behalf  of
the employer pursuant to employer's directions.

SECTION  FIVE:    Employer shall provide PPO  family  health
insurance  as well as dental insurance to employee  with  no
contribution required from employee.

                              
SECTION  SIX: Employer shall provide life insurance  in  the
amount  of $1,,000,,000.00 for the benefit of employee,  and
shall  also provide life insurance for employees  spouse  in
the amount of $500,000.00 for the benefit of employee.


SECTION  SEVEN:  Employer shall provide a  company  vehicle,
Lexus  400  LS,  or the financial equivalent  at  employee's
option,  to employee and provide all maintenance, insurance,
repair and fuel to said vehicle.


SECTION EIGHT: Employer shall provide three (3) weeks annual
paid  vacation and two (2) weeks annual paid sick  leave  to
employee.   In  addition  to vacation  and  sick  days,  the
employee  shall have the following designated holidays:  New
Year's  Day, Birthday of Martin Luther King, Jr. , Lincoln's
Birthday,  Washington's  Birthday,, Good  Friday,,  Memorial
Day,,  July  4th, Labor Day,, Election Day,,  Columbus  Day?
Veterans'  Day,  Thanksgiving Day and the following  Friday,
and  Christmas Day (Note: Should any of the above dates fall
on  a  Saturday  or Sunday,, the following Monday  shall  be
deemed  as  a  holiday).   Employee  may  accumulate  unused
vacation  and sick time and convert same to cash on  a  100%
salary basis at the end of any contract year,

SECTION  NINE:  Employer  shall  compensate  employee  as  a
'Performance  Bonus"  of SIX (6%) PERCENT  override  of  the
gross of all contracts obtained for the benefit of employer.
Said performance bonus to be paid in lump sum to employee.

In  addition to the above compensation, in consideration  of
the  potential product development resulting from the highly
creativeness  of  employee, should employee  produce  and/or
develop  a program or product that is successfully  marketed
in   an  existing  format  (computer)  and  existing  market
(Criminal  Justice, Medical, Elder Abuse,  OSHA,  HazMat  or
Education),  employee shall receive as a bonus  a  five-year
stock  option for 50,000 shares of Common @ $0.10 per share.
Should  employee  develop  a  program  or  product  that  is
successfully  marketed  in a new format  and/or  new  market
area,  employee  shall receive as a bonus a five-year  stock
option for 200,000 shares of Common @ $0.10 per share.

SECTION  TEN:  Employer  shall be responsible  for  all  tax
liability  of employee as a result of compensation  received
by employee pursuant to this agreement.

SECTION  ELEVEN: Notwithstanding anything in this  agreement
to  the contrary, employer has the option to terminate  this
agreement  in the event that during its term employee  shall
become permanently disabled as the term permanently disabled
is  defined  below.   Such  option  shall  be  exercised  by
employer  giving notice to employee by registered mail,  The
giving  of such notice this agreement and the term  of  this
agreement  come to an end on the last day of  the  month  in
which  the notice is mailed, with the same force and  effect
as  is that day were originally set forth as the termination
date,  For the purposes of the agreement, employee shall  be
deemed  to  have become permanently disabled if, during  any
year  of  the term of this agreement, because of ill health,
physical  or  mental disability, or for other causes  beyond
his  control,  he  shall  have been continuously  unable  or
unwilling  or have failed to perform his duties  under  this
contract for 30 consecutive days, or if, during any year  of
the  term of this agreement, - he shall have been unable  or
unwilling or have failed to perform his duties for  a  total
period  of  60  days, either consecutive  or  not,  For  the
purposes  of this agreement, the term "any year of the  term
of  this  agreement" is defined to mean  any  period  of  12
calendar  months  commencing on the first  day  of  May  and
terminating  on the last day of April of the following  year
during the term of this agreement.


SECTION   TWELVE:  Employee  shall  devote  all  his   time,
attention,  knowledge, and skill solely and  exclusively  to
the business and interest of employer, and employer shall be
entitled  to all of the benefits, emoluments,, profits,,  or
other  issues arising from or incident to any and all  work,
services,  and  advice of employee, and  employee  expressly
agrees that during the term of this agreement he will not be
interested, directly or indirectly, in any form, fashion, or
manner, as partner, officer, director, stockholder, advisor,
employee,  or in any other form or capacity,, in  any  other
business   similar  to  employer's business  or  any  allied
trade;  provide  however, that nothing shall  be  deemed  to
prevent or limit the right of employee to invest any of  his
funds  in  the  capital  stock or other  securities  of  any
corporation whose stock or securities are publicly owned  or
are  regularly  traded  on any public exchange.,  nor  shall
anything  be  deemed to prevent employee from  investing  or
limit employee's right to invest his funds in real estate.


SECTION THIRTEEN: Employee further specifically agrees  that
he  will not at any time, in any manner, either directly  or
indirectly,  communicate to any person, form, or corporation
any information of any kind concerning any matters affecting
or  relating to the business of employer, including, without
limiting the generality of the foregoing, the names  of  any
of  its customers,, the prices it obtains or has obtained or
at  which  it sells or has sold its products,, or any  other
information  of,  about,  or  concerning  the  business   of
employer, its manner of operation, its plans, processes,  or
other  date  of  any  kind, nature, or  description  without
regard to whether any or all of the foregoing matters  would
be  deemed confidential, material, or important, the parties
stipulating-   that  as  between  them,  the   matters   are
important,  material,, and confidential and  gravely  affect
the  effective and successful conduct of the business of the
employer,  and  its goodwill,, and that any  breach  of  the
terms  of  this  paragraph  is a  material  breach  of  this
agreement,


SECTION  FOURTEEN: Anything contained in this  agreement  to
the  contrary notwithstanding, it is understood  and  agreed
that employee shall not have the right to make any contracts
or  commitments  for  or on behalf of employer  without  the
written consent of employer.


SECTION FIFTEEN: Employee,, recognized as co-founder and co-
owner of the company with ' Kirk Girrbach, is granted a  one
(1)  year  first right of refusal to purchase  any  and  all
issued shares owned by Kirk Girrbach upon the death of  Kirk
Girrbach.   The  price of the shares shall be  the  official
public  listed price of said stock at the time of  death  of
Kirk  Girrbach.  This section is personal in nature and  may
only be exercised individually by Gene Farmer,


SECTION  SIXTEEN: This written agreement contains  the  sole
and entire agreement between the parties and shall supersede
any  and  all  other agreements between  the  parties.   The
parties acknowledge and agree that neither of them has  made
any  representation with respect to the  subject  matter  of
this agreement or any representations inducing its execution
and delivery except such representations as are specifically
set  forth in this writing and the parties acknowledge  that
they have had the opportunity to have legal counsel of their
choice  review  this agreement prior to  entering  into  the
same,


SECTION   SEVENTEEN:  It  is  agreed  that  no   waiver   or
modification   of  this  agreement  or  of   any   covenant,
condition,  or  limitation contained in it  shall  be  valid
unless it is in writing and duly executed by the party to be
charged  with  it,  and that no evidence of  any  waiver  or
modification shall be offered or received in evidence in any
proceeding,  arbitration, or litigation between the  parties
arising out of or affecting this agreement, or the rights or
obligations  of  any party under it, unless such  waiver  or
modification  is in writing, duly executed  as  above.   The
parties agree that the provisions of this paragraph may  not
be waived except by a duly executed writing.


SECTION  EIGHTEEN:  The  parties  agree  that  it  is  their
intention  and covenant that this agreement and  performance
under  it  and  all  suits relating to it  be  construed  in
accordance  with and under and pursuant to the laws  of  the
State of Florida, with venue in Broward County,


SECTION  NINETEEN: This agreement shall be  binding  on  and
inure  to  the benefit of the respective parties  and  their
executors,       administrators,      heirs,,       personal
representatives,, successors and assigns.


SECTION  TWENTY:  Severability, Should any portion  of  this
agreement be found to be unenforceable at law, the remaining
provisions of this agreement are to remain in full force and
effect.


NOTICE REQUIREMENTS SENT TO:

INTERNATIONAL TRAINING & EDUCATION CORP., 100 W. Cypress
Creek Road, Suite 600 Fort Lauderdale, FL 33309

GENE FARMER
5400 8W 6 Place
Margate, FL 33068



                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
EXHIBIT B

OPTION AGREEMENT

THE  REGISTERED  HOLDER  OF THIS OPTION  BY  ITS  ACCEPTANCE
HEREOF,  AGREES  THAT  IT  WILL NOT  SELL,  ASSIGN,  PLEDGE,
HYPOTHECATE  OR  OTHERWISE TRANSFER THIS  OPTION  EXCEPT  AS
HEREIN PROVIDED.  THIS OPTION HAS NOT BEEN REGISTERED  UNDER
THE  SECURITIES ACT OF 1939 AS AMENDED (THE "ACT") OR  UNDER
THE SECURITIES LAWS OF ANY STATE:

   This Option Agreement (the "Agreement") is dated as of ,
between DIGIMEDIA USA, INC. (the "Company"), and  Gene
Farmer  (the "Registered Holder").

    WHEREAS,  the  Company  and the  Registered  Holder  are
parties  to a Employment Agreement, dated October  3,  1996,
between  the  Company  and  the  Registered  Holder,   which
Consulting  Services Agreement provides for the issuance  of
options to purchase common stock of the Company on terms and
conditions as more fully set forth herein: and

    WHEREAS, the Company desires to provide for issuance  of
option certificates (the "Option Certificates") representing
[120,000]  Options as compensation under the  aforementioned
Consulting  Services Agreement on such terms and  conditions
as are more fully set forth herein: and

    NOW,  THEREFORE,  in consideration of the  promises  and
mutual agreements hereinafter set forth, it is agreed that:

  1. Options/Option Certificates.  Each Option shall entitle
the  holder  ("the Registered Holder") or in the  aggregate,
the  "  Registered  Holders  ") in  whose  name  the  Option
Certificate  shall be registered on the books maintained  by
the  Company  to  purchase one (1) share  of  the  Company's
$0.00067 par value Common Stock (the Option Share or  Option
Shares)  on  exercise thereof, subject to  modification  and
adjustment  as provided in Section 7. The Option Certificate
representing  the right to purchase Option Shares  shall  he
executed  by  the  Company's  Chief  Executive  Officer   or
President  and  attested to by the Company's  Secretary  and
delivered  to the Registered Holder upon execution  of  this
Agreement.

Subject  to  the  provisions of Sections 3,  5  and  6,  the
Company shall deliver Option Certificates in required  whole
number denominations to the Registered Holder (or Registered
Holders)   in  connection  with  any  transfer  or  exchange
permitted  under  this  Agreement.  Except  as  provided  in
Section  6  hereof, no Option Certificates shall  be  issued
except:  (i) Option Certificates initially issued hereunder;
(ii)  Option  Certificates issued on or  after  the  initial
issuance date, upon the exercise of any Options, to evidence
the  unexercised  Options held by the exercising  Registered
Holder;  or  (iii)  Option  Certificates  issued  after  the
initial  issuance  date  upon any transfer  or  exchange  of
Option  Certificates  or replacement of  lost  or  mutilated
Option Certificates.

    2.      Form and Execution of Option Certificates.   The
Option  Certificates  shall  be substantially  in  the  form
attached  hereto  as  Exhibit A (the "Option  Certificate").
The  Option  Certificates shall be dated as of the  date  of
their  issuance,  whether on initial issuance,  transfer  or
exchange  or in lieu of mutilated, lost, stolen or destroyed
Option  Certificates.   The  Option  Certificates  shall  be
originally  signed by the Company's Chief Executive  Officer
or  President,  attested to by the Company's  Secretary  and
embossed with the Company's seal and shall not be valid  for
any purpose unless so originally signed and embossed.

   3.     Exercise.  Subject to the provisions of Sections 4
and  7,  the  Options when evidenced by a Option Certificate
and such other documents as the Company may require, may  be
exercised  at a price (the "Exercise Price) of $.468,  which
is  100%  percent  of  the Over the Counter  NASD  automated
interdealer quotation system closing bid price on October 3,
1996  (the  "Option Exercise Price").  Each  Option  may  be
exercised in whole or in part at any time during the  period
commencing  with  the  date  vested  (as  provided  in   the
Agreement  the  "Initial Exercise Date") and terminating  at
5:00  p.m. Fort Lauderdale, FL. time on October 3, 1998 (the
"Termination  Date").  Each Option shall be deemed  to  have
been exercised immediately prior to the close of business on
the date (the "Exercise Date") of the surrender for exercise
of  the  Option  Certificate.  The exercise  form,  attached
hereto  as  Exhibit  B shall be executed by  the  Registered
Holder   (or  Registered  Holders)  or  his  attorney   duly
authorized  in writing and will be delivered to the  Company
at  its corporate office together with payment to the  order
of  the  Company  in cash or by official bank  or  certified
check of an amount equal to the aggregate Exercise Price, in
lawful money of the United States of America.

Unless  Option Shares may not be issued as provided  herein,
the  person entitled to receive the number of Option  Shares
deliverable  on  such  exercise shall  be  treated  for  all
purposes as the holder of such Option Shares as of the close
of  business on the Exercise Date.  In addition, the Company
shall  also, at such time, verify that all of the conditions
precedent  to  the issuance of Option Shares, set  forth  in
Section 4, have been satisfied as of the Exercise Date.   If
any  one of the conditions precedent set forth in Section  4
are not satisfied as of the Exercise Date, the Company shall
return  the Option Certificate and pertinent Exercise  Price
payment to the exercising Registered Holder or may hold  the
same  until  all  such conditions have been satisfied.   The
Company shall not be obligated to issue any fractional share
interests  in Option Shares issuable or deliverable  on  the
exercise  of any Option or scrip or cash therefore and  such
fractional shares shall be of no value whatsoever.  If  more
than  one Option shall be exercised at one time by the  same
Registered  Holder, the number of full Option  Shares  which
shall  be issuable on exercise thereof shall be computed  on
the  basis  of  the aggregate number of full  Option  Shares
issuable on such exercise.

Once   the  Company  has  determined  that  the  funds   are
determined  to  be collected, the Company shall  notify  its
common  stock transfer agent who shall cause a common  stock
share  certificate representing the exercised Options to  be
issued.   The  Company  may deem and  treat  the  Registered
Holder  of  the  Options at any time as the  absolute  owner
thereof  for  all  purposes, and the Company  shall  not  be
affected  by any notice to the contrary.  The Options  shall
not  entitle  the  holder thereof to any of  the  rights  of
shareholders  or to any dividend declared on  the  Company's
Common  Stock  or  Option  unless  the  holder  shall   have
exercised the Options and purchased the Option Shares  prior
to  the  record date fixed by the Board of Directors of  the
Company  for  the determination of holders of  Common  Stock
entitled to such dividend or other right.

    4.      Reservation of Shares and Payment of Taxes.  The
Company covenants that it will at all times reserve and have
available  from its authorized Common Stock such  number  of
shares  as  shall  then be issuable on the exercise  of  all
outstanding Options.  The Company covenants that all  Option
Shares  which shall be so issuable shall be duly and validly
issued,  fully  paid and nonassessable  and  free  from  all
taxes, liens and charges with respect to such issue.

The Registered Holder(s) shall pay all documentary, stamp or
similar  taxes and other governmental charges  that  may  be
imposed with respect to the issuance of the Options, or  the
issuance, transfer or delivery of the Options or any  Option
Shares  on exercise of the Options.  In the event the Option
Shares  are to be delivered in the name other than the  name
of  the Registered Holder of the Option Certificate, no such
delivery shall he made unless the person requesting the same
has  paid  to  the Company the amount of any such  taxes  or
charges incident thereto.

   5.     Registration of Transfer.  The Option Certificates
may  be  transferred  in whole or in part  as  provided  for
herein.   Option  Certificates to be  transferred  shall  be
surrendered  to  the Company at its corporate  office.   The
Company   shall  execute,  issue  and  deliver  in  exchange
therefor  the Option Certificate or Certificates  which  the
holder making the transfer shall be entitled to receive.

The  Company  shall  keep transfer books  at  its  corporate
office  which  shall  register Option Certificates  and  the
transfer  thereof.  On due presentment for  registration  of
transfer  of  any  Option Certificate at  such  office,  the
Company  shall  execute  and the  Company  shall  issue  and
deliver  to  the  transferee or  transferees  a  new  Option
Certificate or Certificates representing an equal  aggregate
number  of  Options.  All Option Certificates presented  for
registration of transfer or exercise shall be duly  endorsed
or  be accompanied by a written instrument or instruments or
transferred  in a form satisfactory to the Company  and  the
Company's counsel.  The Company may require payment of a sum
sufficient to cover any tax or other government charge  that
may be imposed in connection therewith.

All  Option Certificates so surrendered, or surrendered  for
exercise  or  for  exchange  in  case  of  mutilated  Option
Certificates  shall  be promptly canceled  by  the  Company.
Prior  to  due  presentment  for  registration  of  transfer
thereof,  the Company may treat the Registered Holder(s)  of
any   Option  Certificate  as  the  absolute  owner  thereof
(notwithstanding  any  notations  of  ownership  or  writing
thereon  made  by  anyone other than the Company),  and  the
parties  hereto shall not be affected by any notice  to  the
contrary.

    6.     Loss or Mutilation.  On receipt by the Company of
evidence  satisfactory  as to the  ownership  of  the  loss,
theft,  destruction or mutilation of any Option Certificate,
the Company shall execute and deliver in lieu thereof, a new
Option Certificate representing an equal aggregate number of
Options.  In the case of loss, theft or destruction  of  any
Option Certificates, the individual requesting issuance of a
new  Option  Certificate shall be required to indemnify  the
Company  in an amount satisfactory to the Company.   In  the
event  an  Option Certificate is mutilated, such Certificate
shall  be  surrendered and canceled by the Company prior  to
delivery of a new Option Certificate.  Applicants for a  new
Option  Certificate  shall  also  comply  with  such   other
regulations  and pay such other reasonable  charges  as  the
Company may prescribe.

    7.      Adjustment of Exercise Price and Shares.   After
each  adjustment  of  the Exercise Price  pursuant  to  this
Section 7, the number of shares of Option Shares purchasable
on  the exercise of such Options shall be the number derived
by  dividing such adjusted Exercise Price into the  original
Exercise  Price.   The Exercise Price shall  be  subject  to
adjustment as follows:

      (a)   In  the  event, prior to the expiration  of  the
Options  by  exercise or by their terms, the  Company  shall
issue any shares of its Common Stock as a share dividend  or
shall  subdivide the number of outstanding shares of  Common
Stock  into a greater number of shares, then, in  either  of
such  events,  the Exercise Price per share of Common  Stock
purchasable pursuant to the Options in effect at the time of
such  action shall be reduced proportionately and the number
of  shares  purchasable pursuant to  the  Options  shall  be
increased  proportionately.  Conversely, in  the  event  the
Company shall reduce the number of shares of its outstanding
Common  Stock by combining such shares into a smaller number
of shares, then, in such event, the Exercise Price per share
purchasable pursuant to the Options in effect at the time of
such  action  shall  be  increased proportionately  and  the
number  of  shares of Common Stock at that time  purchasable
pursuant  to the Options shall be decreased proportionately.
Any  dividend  paid or distributed on the  Common  Stock  in
shares of Common Stock of the Company shall be treated as  a
share dividend pursuant to the preceding sentence.  However,
any  dividend  paid or distributed on the  Common  Stock  in
securities   other  than  Common  Stock  of   the   Company,
regardless  if  exercisable for or convertible  into  Common
Stock  of  the  Company, shall not he  treated  as  a  share
dividend pursuant to the penumbra sentence.

      (b)   In the event the Company, at any time while  the
Options  shall remain unexpired and unexercised, shall  sell
all  or  substantially all of its property,  and  thereafter
dissolves,  liquidates  or winds up  its  affairs,  then  no
provision  need  be made as part of the terms  of  any  such
sale, dissolution, liquidation or winding up to allow Option
holders  to  exercise all or any Options held, in  order  to
receive the same kind and amount of any share, securities or
assets  as may be issuable, distributable or payable on  any
such  sale,  dissolution, liquidation  or  winding  up  with
respect to each share of Common Stock of the Company.

            (c)          Notwithstanding the  provisions  of
this Section 7, no adjustment on the Exercise Price shall be
made  whereby such price is adjusted in an amount less  than
$0.00 or until the aggregate of such adjustments shall equal
or exceed $0.00.

        (d)     No adjustment of the Exercise Price shall be
made  as a result of or in connection with: (i) the issuance
of Common Stock of the Company pursuant to options, warrants
and  share  purchase agreements outstanding or in effect  on
the date hereof: (ii) the establishment of additional option
plans,  common stock purchase warrants or security offerings
of  the  Company, the modification, renewal or extension  of
any  such  plan,  warrants or offerings  now  in  effect  or
hereafter  created,  or  the issuance  of  Common  Stock  on
exercise  of  any  such options or warrants;  or  (iii)  the
issuance  of  Common Stock in connection with an acquisition
or merger of any type.

        (e)      This Option Agreement shall be incorporated
by reference on the Option Certificates.

Before  taking  any action which would cause  an  adjustment
reducing the Exercise Price below the then par value of  the
shares  of  Common  Stock  issuable  upon  exercise  of  the
Options,  the  Company will take any corporate action  which
may,  in  the opinion of its counsel, be necessary in  order
that  the  Company may validly and legally issue fully  paid
and  nonassessable  shares  of such  Common  Stock  at  such
adjusted Exercise Price.

Upon  any  adjustment of the Exercise Price required  to  be
made  pursuant to this Section 7, the Company within  thirty
(30) days thereafter shall: (i) notify the Registered Holder
of  such  adjustment  setting forth the  pertinent  Exercise
Price  after such adjustment and setting forth in reasonable
detail  the  method of calculation and the facts upon  which
such  calculation is based; and (ii) cause to be  mailed  to
each  of the Registered Holder(s) of the Option Certificates
written notice of such adjustment.

    8.      Reduction in Exercise Price at Company's Option.
In  addition  to any adjustments made to the Exercise  Price
pursuant to Section 7, the Company's Board of Directors may,
in  its  sole discretion, reduce the Exercise Price  of  the
Options  in  effect at any time either for the life  of  the
Options  or  any shorter period of time as may be determined
by  the  Company's  Board of Directors.  The  Company  shall
notify  the Registered Holder of any such reduction  in  the
Exercise Price.
"The  securities represented by this certificate  have  been
acquired  for investment and have not been registered  under
the  Securities  Act of 1933, as amended (the  "Act").   The
securities  may not be sold, assigned, pledged, hypothecated
or  otherwise  transferred except pursuant to  an  effective
registration statement under the Act and in compliance  with
applicable state securities laws, or the Company receives an
opinion  of counsel, satisfactory to the Company and Company
counsel, that such registration is not required and that the
sale,  assignment, pledge, hypothecation or transfer  is  in
compliance with applicable state securities laws."
     9. Transfer

            (a)   Transfers  to  Successors,  Officers   and
Directors  of Registered Holder.  This Option shall  not  be
transferred  sold, assigned or hypothecated except  that  it
may  be  transferred to any successors of Registered Holder,
and may be assigned in whole or in part to any person who is
an  officer or director of Registered Holder on May 24 1996.
All  such  transfers,  sales, assignments  or  hypothecation
shall  be fully identified to the Company and the transferor
shall  execute and deliver to the Company such certificates,
endorsements and other documents as the Company or Company's
counsel may require.

           (b)   Transfer of Option Or Option  Shares.   The
Registered  Holder and each Transferee Holder,  agrees  that
they   shall  not  sell,  assign.  pledge,  hypothecate   or
otherwise transfer the Option or the Option Shares, in whole
or  in  part,  except pursuant to an effective  registration
under the Securities Act of 1933, as amended (the "Act") and
in  compliance with applicable state securities laws, or the
Company receives an opinion of counsel, satisfactory to  the
Company and Company counsel, that such registration  is  not
required   and   that   the   sale,   assignment,    pledge,
hypothecation  or transfer is in compliance with  applicable
federal  and  state securities laws.  In order to  make  any
sale,  assignment, pledge or hypothecation,  the  transferor
must  deliver  to the Company the assignment  form  attached
hereto  duly  executed  and  completed,  together  with  the
applicable certificate and payment of all transfer taxes, if
any, payable in connection therewith.  As to the Option, the
Company  shall transfer the transferred Option on the  books
of  the  Company and shall execute and deliver a new  Option
Certificate  of  like  tenor to the appropriate  assignee(s)
expressly  evidencing the right to purchase  the  number  of
Option  Shares  purchasable thereunder.  As  to  the  Option
Shares,  the Company shall cause its duly authorized  common
stock  transfer  agent to transfer the  common  stock  being
transferred.

    10.     Registration.  The Company, upon  the  one  time
written  demand  (the  "Demand Notice")  of  the  Registered
Holder  (as defined herein), agrees to use its best  efforts
to  register,  on one occasion, all or any  portion  of  the
Option  Shares, as requested by the Registered  Holder.   On
such occasion, the Company will use its best efforts to file
a  Form  S-8 Registration Statement covering the Registrable
Securities  within  one-hundred  twenty  (120)  days   after
receipt  of  the Demand Notice and use its best  efforts  to
have such registration statement declared effective promptly
thereafter.  The demand for registration may be made at  any
time  prior to the Termination Date.  The Company  covenants
and  agrees  to  give written notice of its receipt  of  any
Demand  Notice by Registered Holder to all other  registered
Holders of the Options and the Registrable Securities within
thirty  days from the date of the receipt of any such Demand
Notice.   In the event of registration the Company  and  the
Holder(s)  shall execute such documents as may be reasonably
required  by  the Company and Company counsel to  carry  out
such registration.

           (a)   Terms  of Registration.  The Company  shall
bear  all  fees  and expenses attendant to  registering  the
Registrable Securities, but the Holder(s) shall pay any  and
all  underwriting  and broker-dealer discounts,  commissions
and  non-accountable expenses of any underwriter or  broker-
dealer selected to sell the Registrable Securities, together
with  the  expenses  of any legal counsel  selected  by  the
Holder(s) to represent them in connection with the  sale  of
the  Registrable  Securities.  The Company shall  cause  any
registration  statement filed pursuant to the demand  rights
granted  hereto to remain effective for a period of  sixteen
months  from  the date of the latest balance  sheet  of  the
audited  financial  statements  contained  therein  on   the
initial effective date of such registration statement.

           (b)   Restriction on Registration.   The  Company
shall   not   be  obligated  to  register  the   Registrable
Securities  if such securities may be sold pursuant  to  the
exemption  from  registration as provided  by  Rule  144  as
promulgated  under  the  Act,  nor  shall  the  Company   be
obligated  to  register the Registrable  Securities  in  any
state   in   which  the  principal  stockholders,  officers.
directors  or  employees of the Company may in  any  way  be
obligated to escrow any of their shares of Capital Stock  of
the  Company  or  in  a state in which the  Company  may  be
restricted  from  conducting  its  business  in   any   way,
including  but  not limited to, qualifying to  do  business,
become subject to tax, or restricted from issuing additional
securities  or incur restrictions on compensating  officers,
directors or employees.

          (c)  Right To Redeem In Lieu Of Registration.  The
Company  may  in  its  sole  discretion,  and  in  lieu   of
registration  of  the  Registrable Securities,  pay  to  the
Holder(s)  an  amount  equal to the amount  which  would  be
realized  by  the  Holder(s) upon sale  of  the  Registrable
Securities  reduced  by  the  Exercise  Price  plus  the  ,3
expenses, fees and broker/dealer commissions which would  be
paid  by the Holder(s) in the event of registration and sale
of  the  Registrable Securities.  The Company may  elect  to
make  such  payment upon notice to the Holder(s)  within  30
days of receipt of a notice of Demand Registration.

    11.  Modification  of Agreement.  The  Company  and  the
Registered  Holder  may by supplemental agreement  make  any
changes or corrections in this Agreement:

           (i)  that they shall deem appropriate to cure any
ambiguity  or  to  correct  any  defective  or  inconsistent
provision or mistake or error herein contained; or (ii) that
they  may  deem necessary or desirable and which  shall  not
adverse{y  affect  the  interest of the  holders  of  Option
Certificates;  provided, however, this Agreement  shell  not
otherwise  be  modified,  supplemented  or  altered  in  any
respect except with the consent in writing of the Registered
Holders  of Option Certificates representing not  less  than
fifty-one   percent  (51  %)  of  the  Options  outstanding.
Additionally, except as provided in Sections  7  and  8,  no
change  in  the  number  or  nature  of  the  Option  Shares
purchasable  on  exercise of an Option, or increase  of  the
purchase  price therefore shall be made without the  consent
in  writing of the Registered Holder or Transferee Holder of
the  Option Certificate representing such Option, other than
such  changes as are specifically prescribed or  allowed  by
this Agreement.

   12.  Notices.  All notices, demands, elections options or
requests  (however characterized or described)  required  or
authorized hereunder shall be deemed sufficient if  made  in
writing  and  sent by registered or certified  mail,  return
receipt  requested and postage prepaid, or by tested  telex,
telegram  or cable to the principal office of the addressee,
and  if to the Registered Holder or Transferee Holder of  an
Option  Certificate, at the address of such  holder  as  set
forth an the books maintained by the Company.

    13.  Binding Agreement.  This Agreement shall be binding
upon and inure to the benefit of the Company, the Registered
Holder,   each   Transferee  Holder  and  their   respective
successors  and  assigns.   Nothing  in  this  Agreement  is
intended  or  shall be construed to confer  upon  any  other
person any right, remedy or claim or to impose on any  other
person any duty, liability or obligation.

    14.   Further  Instruments.  The  parties  hereto  shall
execute  and deliver any and all such other instruments  and
shall  take  any and all other actions as may be  reasonably
necessary to carry out the intention of this Agreement.

    15.   Severability.  If any provision of this  Agreement
shall  be  held,  declared  or  pronounced  void,  voidable,
invalid, unenforceable or inoperative for any reason by  any
court  of  competent jurisdiction, government  authority  or
otherwise, such holding, declaration or pronouncement  shall
not  affect adversely any other provision of this Agreement,
which shall otherwise remain in full force and effect and be
enforced  in  accordance with its terms, and the  effect  of
such  holding, declaration or pronouncement shall be limited
to the territory or jurisdiction in which made.

   16.  Waiver.  All the rights and remedies of either party
to  this Agreement are cumulative and not exclusive  of  any
other  rights and remedies as provided by law.  No delay  or
failure on the part of either party in the exercise  of  any
right  or  remedy arising from the breach of this  Agreement
will constitute a waiver of any other right or remedy.   The
consent  of  any party where required hereunder  to  act  or
occurrence shall not be deemed to be a consent to any  other
action or occurrence.

     17.   General  Provisions.   This  Agreement  shall  be
construed and enforced in accordance with, and governed  by,
the  laws  of the State of Florida.  This Agreement embodies
the  entire agreement and understanding between the  parties
and  supersedes  all  prior  agreements  and  understandings
relating  to  the subject matter hereof, and this  Agreement
may  not  be  modified or amended or any term  or  provision
hereof waived or discharged except in writing, signed by the
party  against whom such amendment, modification, waiver  or
discharge  is sought to be enforced.  The headings  of  this
Agreement are for convenience and references only and  shall
not limit or otherwise affect the meaning hereof.


      Employee/Director                DigiMedia USA, Inc.

 By                                By.

 Dated:                            Dated:








                              

                     DigiMedia USA, Inc.

     Incorporated Under the Laws Of the State of Nevada

No.  103630                               120,000      Common Stock
Purchase Options

        CERTIFICATE FOR COMMON STOCK PURCHASE OPTIONS

           This Option Certificate certifies Gene Farmer, or
his                                               registered
assigns ("Option Holder") ' is the registered owner  of  the
above  indicated number of Options (hereinafter referred  to
as the "Option") expiring on   ("Expiration Date").  One (1)
Option entitles the Option Holder to purchase one (1)  share
of   common  stock,  $.000667  par  value  ("Share"),   from
DigiMedia USA, Inc., a Nevada corporation ("Company"), at  a
purchase  price of One Hundred (100%) percent  of  the  NASD
closing bid price for over-the-counter securities as of  the
date  vested  per share of Common Stock ("Exercise  Price"),
commencing  on  October  3,  1996  and  terminating  on  the
Expiration Date ("Exercise Period"), upon surrender of  this
Option  Certificate  with  the  exercise  form  hereon  duly
completed and executed with payment of the Exercise Price at
the  office  of the Company being 2454 NE 13th Avenue,  Fort
Lauderdale,  FL. 33305, subject only to the  conditions  set
forth  herein and in an Option Agreement dated as of October
3,  1996   (the "Option Agreement") between the Company  and
Employee.  The Option Holder may exercise all or any  number
of  Options.  Reference hereby is made to the provisions  on
the  following pages of this Option Certificate and  to  the
provisions  of  the  Option  Agreement,  all  of  which  are
incorporated by reference in and made a part of this  Option
Certificate and shall for all purposes have the same  effect
as though fully set forth at this place.

   Upon   due  presentment  for  transfer  of  this   Option
Certificate  at  the  office of the Company,  a  new  Option
Certificate  or  Option  Certificates  of  like  tenor   and
evidencing  in  the  aggregate a  like  number  of  Options,
subject  to  any  adjustments made in  accordance  with  the
provisions of the Option Agreement, shall be issued  to  the
transferee in exchange for this Option Certificate,  subject
to  the  limitations provided in the Option Agreement,  upon
payment  to  the  Company of any tax or governmental  charge
imposed in connection with such transfer.

  The  Option Holder of the Options evidenced by this Option
Certificate  may exercise all or any whole  number  of  such
Options  during the period and in the manner stated  hereon.
The  Exercise Price shall be payable in lawful money of  the
United States of America and in cash or by certified or bank
cashier's  check payable to the order of the  Company.   If,
upon  exercise  of  any  Options evidenced  by  this  Option
Certificate, the number of Options exercised shall  be  less
than  the total number of Options so evidenced, there  shall
be  issued  to  the  Option Holder a new Option  Certificate
evidencing  the  number of Options  not  so  exercised.   No
Option may be exercised after 5:00 P.M. Fort Lauderdale, FL.
Time on the Expiration Date, and any Option not exercised by
such time shall become void, unless extended by the Company.

  The  securities represented by this certificate have  been
acquired  for investment and have not been registered  under
the  Securities  Act of 1933, as amended (the  "Act").   The
securities  may not be sold, assigned, pledged, hypothecated
or  otherwise  transferred except pursuant to  an  effective
registration statement under the Act and in compliance  with
applicable state securities laws, or the Company receives an
opinion  of counsel, satisfactory to the Company and Company
counsel, that such registration is not required and that the
sale,  assignment, pledge, hypothecation or transfer  is  in
compliance with applicable state securities laws.

  IN  WITNESS WHEREOF, the Company has caused this Option to
be  signed  by  its  Chief  Executive  Officer  and  by  its
Secretary,  each  by an original of his signature,  and  has
caused  an original impression of its corporate seal  to  be
imprinted hereon.


      Dated:


Signature   /            Title

     Seal



Signature   /             Title


KEEP  THIS  CERTIFICATE IN A SAFE PLACE.   IF  IT  IS  LOST,
STOLEN  OR  DESTROYED THE COMIPANY WILL REQUIRE  A  BOND  OF
INDEMNITY  AS  A CONDITION TO THE ISSUANCE OF A  REPLACEMENT
CERTIFICATE.

                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                FORM OF ELECTION TO PURCHASE

   To be executed by the holder if he desires to exercise
     Options evidenced by the within Option Certificate

TO:  DigiMedia USA, Inc.

   
      The  undersigned hereby irrevocably elects to exercise
   Options  evidenced by the within Option Certificate  for,
   and  to  purchase thereunder, full shares  issuable  upon
   exercise   of   said   Options   and   delivery   of    $
   and any applicable taxes.

   The  undersigned  requests  that  certificates  for  such
   shares be issued in the name of:

                                        Please insert Social
                                                    Security
                                       or Tax Identification
                                                      Number





Please print Name and Address

      If said number of Options shall not be all the Options
evidenced  by the within Option Certificate, the undersigned
requests  that  a  new  Option  Certificate  evidencing  the
Options  not  so  exercised be issued in  the  name  of  and
delivered to:


Please print Name and Address


Dated:
                           Signature

Notice:   The above signature must correspond with the  name
as written upon the face of the within Option Certificate in
every particular, or if signed by any other person, the Form
of  Assignment  thereon must be duly  executed  and  if  the
certificate   representing  the   shares   or   any   Option
Certificate  representing Options not  exercised  is  to  be
registered  in  a name other than that in which  the  within
Option  Certificate  is registered,  the  signature  of  the
holder hereof must be guaranteed.

Signature Guaranteed:

Signature must be guaranteed by a commercial bank or  member
firm of one of the following stock exchanges: New York Stock
Exchange,  Pacific  Coast  Stock  Exchange,  American  Stock
Exchange or Midwest Stock Exchange.





For Value Received
Hereby sell, assign and transfer unto:

                                    Please insert Social
                                                Security
                                   or Tax Identification
                                                  Number





Please print Name and Address

  If  said  number of Options shall not be all  the  Options
evidenced  by the within Option Certificate, the undersigned
requests  that  a  new  Option  Certificate  evidencing  the
Options  not  so  exercised be issued in  the  name  of  and
delivered to

                              
                              
                              
Please         print        Name        and         Address:
Dated:


Notice:   The above signature must correspond with the  name
as written upon the face of the within Option Certificate in
even, particular, or if signed by any other person, the Form
of  Assignment  thereon must be duly  executed  and  if  the
certificate   representing  the   shares   or   any   Option
Certificate  representing Options not  exercised  is  to  be
registered  in  a name other than that in which  the  within
Option  Certificate  is registered,  the  signature  of  the
holder hereof must be guaranteed.

Signature Guaranteed:

Signature must be guaranteed by a commercial bank or  member
firm of one of the following stock exchanges: New York Stock
Exchange,  Pacific  Coast  Stock  Exchange,  American  Stock
Exchange or Midwest Stock Exchange.



          EMPLOYMENT CONTRACT FOR Kirk J. Girrbach


This agreement is made May 27, 1994, at the City of Fort
Lauderdale, County of Broward, State of Florida, between
INTERNATIONAL TRAINING & EDUCATION CORP., employer, and Kirk
J. Girrbach, employee,

Employer  is engaged in the development of computer software
for training and education material and maintains a business
in  the City of Fort Lauderdale, County of Broward, State of
Florida,

Employee is willing to be employed by employer, and employer
is  willing to employ employee, on the terms, covenants, and
conditions set forth in this agreement,

WHEREAS  it is the intent of employer to obtain a  full-time
employee with integrity and requisite qualifications who has
prior  working experience with employer, to continue to  act
in  an  executive management function with the  corporation,
and  it  is  the intent of Kirk J. Girrbach to  fulfill  the
intent of employer and be compensated for such employment.

In consideration of the mutual covenants and promises of the
parties,  employer  and  employee  covenant  and  agree   as
follows:


SECTION  ONE:  Employer  does hire and  employ  employee  as
Executive  Vice-President and Vice-Chairman  of  its  entire
corporation,  and  employee does accept and  agree  to  such
hiring  and  employment.  In consideration of the invaluable
and  sustaining contributions during the inception, research
and  development  of  the  company,  GENE  FARMER  will,  in
perpetuity, possess the title of co-founder and co-owner  of
the  company and its subsequent holdings.  This title is not
related  to  continued employment or  any  amount  of  stock
holdings  retained, Subject to the supervision and  pursuant
to  the orders, advice, and directions of employer, employee
shall direct all phases of said corporation, subject only to
the  final  direction of employer, and  shall  perform  such
other  duties  as are customarily performed by  one  holding
such position in other similar businesses or enterprises  as
that  engaged  in  by employer, and shall also  additionally
render  such other and unrelated services and duties as  may
be assigned to employee from time to time by employer,

SECTION  TWO:  Employee  agrees to  perform,  at  all  times
faithfully,  industriously, and to the best of his  ability,
experience,  and  talent, all of  the  duties  that  may  be
required  of  and  from  him pursuant  to  the  express  and
implicit   terms  of  this  agreement,  to  the   reasonable
satisfaction of employer.  Such duties shall be rendered at-
employer's  Fort Lauderdale place of business  and  at  such
other  place  or  places as employer  shall  in  good  faith
require   or   as   the  interests,  needs,  business,   and
opportunities of employer shall require or make advisable.


SECTION  THREE: The term of this agreement shall  be  for  a
period  of five (5) years, commencing on May 27, 1994,,  and
terminating  on  May 26, 1999, subject, however,,  to  prior
termination as provided below.  Should employer cancel  this
employment contract without cause employee shall  receive  a
lump  sum  liquidated amount of TWO MILLION  ($2,000,000,00)
DOLLARS as severance pay.


SECTION  FOUR:  Employer  shall pay  employee  and  employee
agrees  to  accept  from employer, for  employee's  services
under  this  agreement, compensation at the  gross  rate  of
FIFTY-FIVE  THOUSAND  ($85,000.00)  DOLLARS  per  year   for
serving as Chairman and President, payable pro rata  at  the
beginning  of each month, Employer shall increase  employees
salary by FIFTY (50%) PERCENT as President and CEO if and/or
when   the   employer's  net  income  doubles   during   any
contractual year, In addition, employer agrees to compensate
employee  at  the  net  rate  of TEN  THOUSAND  ($10,000.00)
DOLIARS  per year for serving as Chairman, payable pro  rata
at  the beginning of each month.  Employer further agrees to
compensate employee under an "executive bonus plan"  at  the
net rate of THREE THOUSAND ($5,OOO.OO) DOLLARS per month  at
the  beginning  of each month for personal living  expenses.
It  is  expressly  understood that  employee's  compensation
under this agreement may be supplemented by additional stock
option  plans  from employer.  In addition, employer  agrees
that  it  will  reimburse  it is expressly  understood  that
employee's   compensation  under  this  agreement   may   be
supplemented by additional stock option plans from employer.
In addition, employer agrees that it will reimburse employee
for  any  and  all necessary, customary, and usual  expenses
incurred  by  him  on  behalf of the  employer  pursuant  to
employer's directions.

SECTION  FIVE:    Employer shall provide PPO  family  health
insurance  as well as dental insurance to employee  with  no
contribution required from employee.

SECTION  SIX: Employer shall provide life insurance  in  the
amount  of  $2,000,,000.00 for the benefit of employee,  and
shall  also provide life insurance for employees  spouse  in
the amount of $500,000.00 for the benefit of employee.


SECTION  SEVEN:  Employer shall provide a  company  vehicle,
Lexus  400  LS,  or the financial equivalent  at  employee's
option,  to employee and provide all maintenance, insurance,
repair and fuel to said vehicle.


SECTION EIGHT: Employer shall provide three (3) weeks annual
paid  vacation and two (2) weeks annual paid sick  leave  to
employee.   In  addition  to vacation  and  sick  days,  the
employee  shall have the following designated holidays:  New
Year's  Day, Birthday of Martin Luther King, Jr. , Lincoln's
Birthday,  Washington's  Birthday,, Good  Friday,,  Memorial
Day,,  July  4th, Labor Day,, Election Day,,  Columbus  Day?
Veterans'  Day,  Thanksgiving Day and the following  Friday,
and  Christmas Day (Note: Should any of the above dates fall
on  a  Saturday  or Sunday,, the following Monday  shall  be
deemed  as  a  holiday).   Employee  may  accumulate  unused
vacation  and sick time and convert same to cash on  a  100%
salary basis at the end of any contract year,

SECTION  NINE:  Employer  shall  compensate  employee  as  a
'Performance  Bonus"  of SIX (6%) PERCENT  override  of  the
gross of all contracts obtained for the benefit of employer.
Said performance bonus to be paid in lump sum to employee.

In  addition to the above compensation, in consideration  of
the  potential product development resulting from the highly
creativeness  of  employee, should employee  produce  and/or
develop  a program or product that is successfully  marketed
in   an  existing  format  (computer)  and  existing  market
(Criminal  Justice, Medical, Elder Abuse,  OSHA,  HazMat  or
Education),  employee shall receive as a bonus  a  five-year
stock  option for 50,000 shares of Common @ $0.10 per share.
Should  employee  develop  a  program  or  product  that  is
successfully  marketed  in a new format  and/or  new  market
area,  employee  shall receive as a bonus a five-year  stock
option for 200,000 shares of Common @ $0.10 per share.

SECTION  TEN:  Employer  shall be responsible  for  all  tax
liability  of employee as a result of compensation  received
by employee pursuant to this agreement.

SECTION  ELEVEN: Notwithstanding anything in this  agreement
to  the contrary, employer has the option to terminate  this
agreement  in the event that during its term employee  shall
become permanently disabled as the term permanently disabled
is  defined  below.   Such  option  shall  be  exercised  by
employer  giving notice to employee by registered mail,  The
giving  of such notice this agreement and the term  of  this
agreement  come to an end on the last day of  the  month  in
which  the notice is mailed, with the same force and  effect
as  is that day were originally set forth as the termination
date,  For the purposes of the agreement, employee shall  be
deemed  to  have become permanently disabled if, during  any
year  of  the term of this agreement, because of ill health,
physical  or  mental disability, or for other causes  beyond
his  control,  he  shall  have been continuously  unable  or
unwilling  or have failed to perform his duties  under  this
contract for 30 consecutive days, or if, during any year  of
the  term of this agreement, - he shall have been unable  or
unwilling or have failed to perform his duties for  a  total
period  of  60  days, either consecutive  or  not,  For  the
purposes  of this agreement, the term "any year of the  term
of  this  agreement" is defined to mean  any  period  of  12
calendar  months  commencing on the first  day  of  May  and
terminating  on the last day of April of the following  year
during the term of this agreement.


SECTION   TWELVE:  Employee  shall  devote  all  his   time,
attention,  knowledge, and skill solely and  exclusively  to
the business and interest of employer, and employer shall be
entitled  to all of the benefits, emoluments,, profits,,  or
other  issues arising from or incident to any and all  work,
services,  and  advice of employee, and  employee  expressly
agrees that during the term of this agreement he will not be
interested, directly or indirectly, in any form, fashion, or
manner, as partner, officer, director, stockholder, advisor,
employee,  or in any other form or capacity,, in  any  other
business   similar  to  employer's business  or  any  allied
trade;  provide  however, that nothing shall  be  deemed  to
prevent or limit the right of employee to invest any of  his
funds  in  the  capital  stock or other  securities  of  any
corporation whose stock or securities are publicly owned  or
are  regularly  traded  on any public exchange.,  nor  shall
anything  be  deemed to prevent employee from  investing  or
limit employee's right to invest his funds in real estate.


SECTION THIRTEEN: Employee further specifically agrees  that
he  will not at any time, in any manner, either directly  or
indirectly,  communicate to any person, form, or corporation
any information of any kind concerning any matters affecting
or  relating to the business of employer, including, without
limiting the generality of the foregoing, the names  of  any
of  its customers,, the prices it obtains or has obtained or
at  which  it sells or has sold its products,, or any  other
information  of,  about,  or  concerning  the  business   of
employer, its manner of operation, its plans, processes,  or
other  date  of  any  kind, nature, or  description  without
regard to whether any or all of the foregoing matters  would
be  deemed confidential, material, or important, the parties
stipulating-   that  as  between  them,  the   matters   are
important,  material,, and confidential and  gravely  affect
the  effective and successful conduct of the business of the
employer,  and  its goodwill,, and that any  breach  of  the
terms  of  this  paragraph  is a  material  breach  of  this
agreement,


SECTION  FOURTEEN: Anything contained in this  agreement  to
the  contrary notwithstanding, it is understood  and  agreed
that employee shall not have the right to make any contracts
or  commitments  for  or on behalf of employer  without  the
written consent of employer.


SECTION FIFTEEN: Employee,, recognized as co-founder and co-
owner of the company with Gene Farmer, is granted a one  (1)
year  first right of refusal to purchase any and all  issued
shares  owned by Gene Farmer upon the death of Gene  Farmer.
The  price of the shares shall be the official public listed
price  of  said stock at the time of death of  Gene  Farmer.
This section is personal in nature and may only be exercised
individually by Kirk Girrbach.


SECTION  SIXTEEN: This written agreement contains  the  sole
and entire agreement between the parties and shall supersede
any  and  all  other agreements between  the  parties.   The
parties acknowledge and agree that neither of them has  made
any  representation with respect to the  subject  matter  of
this agreement or any representations inducing its execution
and delivery except such representations as are specifically
set  forth in this writing and the parties acknowledge  that
they have had the opportunity to have legal counsel of their
choice  review  this agreement prior to  entering  into  the
same,


SECTION   SEVENTEEN:  It  is  agreed  that  no   waiver   or
modification   of  this  agreement  or  of   any   covenant,
condition,  or  limitation contained in it  shall  be  valid
unless it is in writing and duly executed by the party to be
charged  with  it,  and that no evidence of  any  waiver  or
modification shall be offered or received in evidence in any
proceeding,  arbitration, or litigation between the  parties
arising out of or affecting this agreement, or the rights or
obligations  of  any party under it, unless such  waiver  or
modification  is in writing, duly executed  as  above.   The
parties agree that the provisions of this paragraph may  not
be waived except by a duly executed writing.


SECTION  EIGHTEEN:  The  parties  agree  that  it  is  their
intention  and covenant that this agreement and  performance
under  it  and  all  suits relating to it  be  construed  in
accordance  with and under and pursuant to the laws  of  the
State of Florida, with venue in Broward County,


SECTION  NINETEEN: This agreement shall be  binding  on  and
inure  to  the benefit of the respective parties  and  their
executors,       administrators,      heirs,,       personal
representatives,, successors and assigns.


SECTION  TWENTY:  Severability, Should any portion  of  this
agreement be found to be unenforceable at law, the remaining
provisions of this agreement are to remain in full force and
effect.


NOTICE REQUIREMENTS SENT TO:

INTERNATIONAL TRAINING & EDUCATION CORP., 100 W. Cypress
Creek Road, Suite 600 Fort Lauderdale, FL 33309

KIRK J. GIRRBACH
2454 NE 13 AVENUE
FORT LAUDEREDALE, FL. 33305




                              
                              
                              
                              
                              
                              




















EXHIBIT B

OPTION AGREEMENT

THE  REGISTERED  HOLDER  OF THIS OPTION  BY  ITS  ACCEPTANCE
HEREOF,  AGREES  THAT  IT  WILL NOT  SELL,  ASSIGN,  PLEDGE,
HYPOTHECATE  OR  OTHERWISE TRANSFER THIS  OPTION  EXCEPT  AS
HEREIN PROVIDED.  THIS OPTION HAS NOT BEEN REGISTERED  UNDER
THE  SECURITIES ACT OF 1939 AS AMENDED (THE "ACT") OR  UNDER
THE SECURITIES LAWS OF ANY STATE:

   This Option Agreement (the "Agreement") is dated as of ,
between DIGIMEDIA USA, INC. (the "Company"), and  Kirk J.
Girrbach  (the "Registered Holder").

    WHEREAS,  the  Company  and the  Registered  Holder  are
parties  to a Employment Agreement, dated October  3,  1996,
between  the  Company  and  the  Registered  Holder,   which
Consulting  Services Agreement provides for the issuance  of
options to purchase common stock of the Company on terms and
conditions as more fully set forth herein: and

    WHEREAS, the Company desires to provide for issuance  of
option certificates (the "Option Certificates") representing
[180,000]  Options as compensation under the  aforementioned
Consulting  Services Agreement on such terms and  conditions
as are more fully set forth herein: and

    NOW,  THEREFORE,  in consideration of the  promises  and
mutual agreements hereinafter set forth, it is agreed that:

  1. Options/Option Certificates.  Each Option shall entitle
the  holder  ("the Registered Holder") or in the  aggregate,
the  "  Registered  Holders  ") in  whose  name  the  Option
Certificate  shall be registered on the books maintained  by
the  Company  to  purchase one (1) share  of  the  Company's
$0.00067 par value Common Stock (the Option Share or  Option
Shares)  on  exercise thereof, subject to  modification  and
adjustment  as provided in Section 7. The Option Certificate
representing  the right to purchase Option Shares  shall  he
executed  by  the  Company's  Chief  Executive  Officer   or
President  and  attested to by the Company's  Secretary  and
delivered  to the Registered Holder upon execution  of  this
Agreement.

Subject  to  the  provisions of Sections 3,  5  and  6,  the
Company shall deliver Option Certificates in required  whole
number denominations to the Registered Holder (or Registered
Holders)   in  connection  with  any  transfer  or  exchange
permitted  under  this  Agreement.  Except  as  provided  in
Section  6  hereof, no Option Certificates shall  be  issued
except:  (i) Option Certificates initially issued hereunder;
(ii)  Option  Certificates issued on or  after  the  initial
issuance date, upon the exercise of any Options, to evidence
the  unexercised  Options held by the exercising  Registered
Holder;  or  (iii)  Option  Certificates  issued  after  the
initial  issuance  date  upon any transfer  or  exchange  of
Option  Certificates  or replacement of  lost  or  mutilated
Option Certificates.

    2.      Form and Execution of Option Certificates.   The
Option  Certificates  shall  be substantially  in  the  form
attached  hereto  as  Exhibit A (the "Option  Certificate").
The  Option  Certificates shall be dated as of the  date  of
their  issuance,  whether on initial issuance,  transfer  or
exchange  or in lieu of mutilated, lost, stolen or destroyed
Option  Certificates.   The  Option  Certificates  shall  be
originally  signed by the Company's Chief Executive  Officer
or  President,  attested to by the Company's  Secretary  and
embossed with the Company's seal and shall not be valid  for
any purpose unless so originally signed and embossed.

   3.     Exercise.  Subject to the provisions of Sections 4
and  7,  the  Options when evidenced by a Option Certificate
and such other documents as the Company may require, may  be
exercised  at a price (the "Exercise Price) of $.468,  which
is  100%  percent  of  the Over the Counter  NASD  automated
interdealer quotation system closing bid price on October 3,
1996  (the  "Option Exercise Price").  Each  Option  may  be
exercised in whole or in part at any time during the  period
commencing  with  the  date  vested  (as  provided  in   the
Agreement  the  "Initial Exercise Date") and terminating  at
5:00  p.m. Fort Lauderdale, FL. time on October 3, 1998 (the
"Termination  Date").  Each Option shall be deemed  to  have
been exercised immediately prior to the close of business on
the date (the "Exercise Date") of the surrender for exercise
of  the  Option  Certificate.  The exercise  form,  attached
hereto  as  Exhibit  B shall be executed by  the  Registered
Holder   (or  Registered  Holders)  or  his  attorney   duly
authorized  in writing and will be delivered to the  Company
at  its corporate office together with payment to the  order
of  the  Company  in cash or by official bank  or  certified
check of an amount equal to the aggregate Exercise Price, in
lawful money of the United States of America.

Unless  Option Shares may not be issued as provided  herein,
the  person entitled to receive the number of Option  Shares
deliverable  on  such  exercise shall  be  treated  for  all
purposes as the holder of such Option Shares as of the close
of  business on the Exercise Date.  In addition, the Company
shall  also, at such time, verify that all of the conditions
precedent  to  the issuance of Option Shares, set  forth  in
Section 4, have been satisfied as of the Exercise Date.   If
any  one of the conditions precedent set forth in Section  4
are not satisfied as of the Exercise Date, the Company shall
return  the Option Certificate and pertinent Exercise  Price
payment to the exercising Registered Holder or may hold  the
same  until  all  such conditions have been satisfied.   The
Company shall not be obligated to issue any fractional share
interests  in Option Shares issuable or deliverable  on  the
exercise  of any Option or scrip or cash therefore and  such
fractional shares shall be of no value whatsoever.  If  more
than  one Option shall be exercised at one time by the  same
Registered  Holder, the number of full Option  Shares  which
shall  be issuable on exercise thereof shall be computed  on
the  basis  of  the aggregate number of full  Option  Shares
issuable on such exercise.

Once   the  Company  has  determined  that  the  funds   are
determined  to  be collected, the Company shall  notify  its
common  stock transfer agent who shall cause a common  stock
share  certificate representing the exercised Options to  be
issued.   The  Company  may deem and  treat  the  Registered
Holder  of  the  Options at any time as the  absolute  owner
thereof  for  all  purposes, and the Company  shall  not  be
affected  by any notice to the contrary.  The Options  shall
not  entitle  the  holder thereof to any of  the  rights  of
shareholders  or to any dividend declared on  the  Company's
Common  Stock  or  Option  unless  the  holder  shall   have
exercised the Options and purchased the Option Shares  prior
to  the  record date fixed by the Board of Directors of  the
Company  for  the determination of holders of  Common  Stock
entitled to such dividend or other right.

    4.      Reservation of Shares and Payment of Taxes.  The
Company covenants that it will at all times reserve and have
available  from its authorized Common Stock such  number  of
shares  as  shall  then be issuable on the exercise  of  all
outstanding Options.  The Company covenants that all  Option
Shares  which shall be so issuable shall be duly and validly
issued,  fully  paid and nonassessable  and  free  from  all
taxes, liens and charges with respect to such issue.

The Registered Holder(s) shall pay all documentary, stamp or
similar  taxes and other governmental charges  that  may  be
imposed with respect to the issuance of the Options, or  the
issuance, transfer or delivery of the Options or any  Option
Shares  on exercise of the Options.  In the event the Option
Shares  are to be delivered in the name other than the  name
of  the Registered Holder of the Option Certificate, no such
delivery shall he made unless the person requesting the same
has  paid  to  the Company the amount of any such  taxes  or
charges incident thereto.

   5.     Registration of Transfer.  The Option Certificates
may  be  transferred  in whole or in part  as  provided  for
herein.   Option  Certificates to be  transferred  shall  be
surrendered  to  the Company at its corporate  office.   The
Company   shall  execute,  issue  and  deliver  in  exchange
therefor  the Option Certificate or Certificates  which  the
holder making the transfer shall be entitled to receive.

The  Company  shall  keep transfer books  at  its  corporate
office  which  shall  register Option Certificates  and  the
transfer  thereof.  On due presentment for  registration  of
transfer  of  any  Option Certificate at  such  office,  the
Company  shall  execute  and the  Company  shall  issue  and
deliver  to  the  transferee or  transferees  a  new  Option
Certificate or Certificates representing an equal  aggregate
number  of  Options.  All Option Certificates presented  for
registration of transfer or exercise shall be duly  endorsed
or  be accompanied by a written instrument or instruments or
transferred  in a form satisfactory to the Company  and  the
Company's counsel.  The Company may require payment of a sum
sufficient to cover any tax or other government charge  that
may be imposed in connection therewith.

All  Option Certificates so surrendered, or surrendered  for
exercise  or  for  exchange  in  case  of  mutilated  Option
Certificates  shall  be promptly canceled  by  the  Company.
Prior  to  due  presentment  for  registration  of  transfer
thereof,  the Company may treat the Registered Holder(s)  of
any   Option  Certificate  as  the  absolute  owner  thereof
(notwithstanding  any  notations  of  ownership  or  writing
thereon  made  by  anyone other than the Company),  and  the
parties  hereto shall not be affected by any notice  to  the
contrary.

    6.     Loss or Mutilation.  On receipt by the Company of
evidence  satisfactory  as to the  ownership  of  the  loss,
theft,  destruction or mutilation of any Option Certificate,
the Company shall execute and deliver in lieu thereof, a new
Option Certificate representing an equal aggregate number of
Options.  In the case of loss, theft or destruction  of  any
Option Certificates, the individual requesting issuance of a
new  Option  Certificate shall be required to indemnify  the
Company  in an amount satisfactory to the Company.   In  the
event  an  Option Certificate is mutilated, such Certificate
shall  be  surrendered and canceled by the Company prior  to
delivery of a new Option Certificate.  Applicants for a  new
Option  Certificate  shall  also  comply  with  such   other
regulations  and pay such other reasonable  charges  as  the
Company may prescribe.

    7.      Adjustment of Exercise Price and Shares.   After
each  adjustment  of  the Exercise Price  pursuant  to  this
Section 7, the number of shares of Option Shares purchasable
on  the exercise of such Options shall be the number derived
by  dividing such adjusted Exercise Price into the  original
Exercise  Price.   The Exercise Price shall  be  subject  to
adjustment as follows:

      (a)   In  the  event, prior to the expiration  of  the
Options  by  exercise or by their terms, the  Company  shall
issue any shares of its Common Stock as a share dividend  or
shall  subdivide the number of outstanding shares of  Common
Stock  into a greater number of shares, then, in  either  of
such  events,  the Exercise Price per share of Common  Stock
purchasable pursuant to the Options in effect at the time of
such  action shall be reduced proportionately and the number
of  shares  purchasable pursuant to  the  Options  shall  be
increased  proportionately.  Conversely, in  the  event  the
Company shall reduce the number of shares of its outstanding
Common  Stock by combining such shares into a smaller number
of shares, then, in such event, the Exercise Price per share
purchasable pursuant to the Options in effect at the time of
such  action  shall  be  increased proportionately  and  the
number  of  shares of Common Stock at that time  purchasable
pursuant  to the Options shall be decreased proportionately.
Any  dividend  paid or distributed on the  Common  Stock  in
shares of Common Stock of the Company shall be treated as  a
share dividend pursuant to the preceding sentence.  However,
any  dividend  paid or distributed on the  Common  Stock  in
securities   other  than  Common  Stock  of   the   Company,
regardless  if  exercisable for or convertible  into  Common
Stock  of  the  Company, shall not he  treated  as  a  share
dividend pursuant to the penumbra sentence.

      (b)   In the event the Company, at any time while  the
Options  shall remain unexpired and unexercised, shall  sell
all  or  substantially all of its property,  and  thereafter
dissolves,  liquidates  or winds up  its  affairs,  then  no
provision  need  be made as part of the terms  of  any  such
sale, dissolution, liquidation or winding up to allow Option
holders  to  exercise all or any Options held, in  order  to
receive the same kind and amount of any share, securities or
assets  as may be issuable, distributable or payable on  any
such  sale,  dissolution, liquidation  or  winding  up  with
respect to each share of Common Stock of the Company.

            (c)          Notwithstanding the  provisions  of
this Section 7, no adjustment on the Exercise Price shall be
made  whereby such price is adjusted in an amount less  than
$0.00 or until the aggregate of such adjustments shall equal
or exceed $0.00.

        (d)     No adjustment of the Exercise Price shall be
made  as a result of or in connection with: (i) the issuance
of Common Stock of the Company pursuant to options, warrants
and  share  purchase agreements outstanding or in effect  on
the date hereof: (ii) the establishment of additional option
plans,  common stock purchase warrants or security offerings
of  the  Company, the modification, renewal or extension  of
any  such  plan,  warrants or offerings  now  in  effect  or
hereafter  created,  or  the issuance  of  Common  Stock  on
exercise  of  any  such options or warrants;  or  (iii)  the
issuance  of  Common Stock in connection with an acquisition
or merger of any type.

        (e)      This Option Agreement shall be incorporated
by reference on the Option Certificates.

Before  taking  any action which would cause  an  adjustment
reducing the Exercise Price below the then par value of  the
shares  of  Common  Stock  issuable  upon  exercise  of  the
Options,  the  Company will take any corporate action  which
may,  in  the opinion of its counsel, be necessary in  order
that  the  Company may validly and legally issue fully  paid
and  nonassessable  shares  of such  Common  Stock  at  such
adjusted Exercise Price.

Upon  any  adjustment of the Exercise Price required  to  be
made  pursuant to this Section 7, the Company within  thirty
(30) days thereafter shall: (i) notify the Registered Holder
of  such  adjustment  setting forth the  pertinent  Exercise
Price  after such adjustment and setting forth in reasonable
detail  the  method of calculation and the facts upon  which
such  calculation is based; and (ii) cause to be  mailed  to
each  of the Registered Holder(s) of the Option Certificates
written notice of such adjustment.

    8.      Reduction in Exercise Price at Company's Option.
In  addition  to any adjustments made to the Exercise  Price
pursuant to Section 7, the Company's Board of Directors may,
in  its  sole discretion, reduce the Exercise Price  of  the
Options  in  effect at any time either for the life  of  the
Options  or  any shorter period of time as may be determined
by  the  Company's  Board of Directors.  The  Company  shall
notify  the Registered Holder of any such reduction  in  the
Exercise Price.
"The  securities represented by this certificate  have  been
acquired  for investment and have not been registered  under
the  Securities  Act of 1933, as amended (the  "Act").   The
securities  may not be sold, assigned, pledged, hypothecated
or  otherwise  transferred except pursuant to  an  effective
registration statement under the Act and in compliance  with
applicable state securities laws, or the Company receives an
opinion  of counsel, satisfactory to the Company and Company
counsel, that such registration is not required and that the
sale,  assignment, pledge, hypothecation or transfer  is  in
compliance with applicable state securities laws."
     9. Transfer

            (a)   Transfers  to  Successors,  Officers   and
Directors  of Registered Holder.  This Option shall  not  be
transferred  sold, assigned or hypothecated except  that  it
may  be  transferred to any successors of Registered Holder,
and may be assigned in whole or in part to any person who is
an  officer or director of Registered Holder on May 24 1996.
All  such  transfers,  sales, assignments  or  hypothecation
shall  be fully identified to the Company and the transferor
shall  execute and deliver to the Company such certificates,
endorsements and other documents as the Company or Company's
counsel may require.

           (b)   Transfer of Option Or Option  Shares.   The
Registered  Holder and each Transferee Holder,  agrees  that
they   shall  not  sell,  assign.  pledge,  hypothecate   or
otherwise transfer the Option or the Option Shares, in whole
or  in  part,  except pursuant to an effective  registration
under the Securities Act of 1933, as amended (the "Act") and
in  compliance with applicable state securities laws, or the
Company receives an opinion of counsel, satisfactory to  the
Company and Company counsel, that such registration  is  not
required   and   that   the   sale,   assignment,    pledge,
hypothecation  or transfer is in compliance with  applicable
federal  and  state securities laws.  In order to  make  any
sale,  assignment, pledge or hypothecation,  the  transferor
must  deliver  to the Company the assignment  form  attached
hereto  duly  executed  and  completed,  together  with  the
applicable certificate and payment of all transfer taxes, if
any, payable in connection therewith.  As to the Option, the
Company  shall transfer the transferred Option on the  books
of  the  Company and shall execute and deliver a new  Option
Certificate  of  like  tenor to the appropriate  assignee(s)
expressly  evidencing the right to purchase  the  number  of
Option  Shares  purchasable thereunder.  As  to  the  Option
Shares,  the Company shall cause its duly authorized  common
stock  transfer  agent to transfer the  common  stock  being
transferred.

    10.     Registration.  The Company, upon  the  one  time
written  demand  (the  "Demand Notice")  of  the  Registered
Holder  (as defined herein), agrees to use its best  efforts
to  register,  on one occasion, all or any  portion  of  the
Option  Shares, as requested by the Registered  Holder.   On
such occasion, the Company will use its best efforts to file
a  Form  S-8 Registration Statement covering the Registrable
Securities  within  one-hundred  twenty  (120)  days   after
receipt  of  the Demand Notice and use its best  efforts  to
have such registration statement declared effective promptly
thereafter.  The demand for registration may be made at  any
time  prior to the Termination Date.  The Company  covenants
and  agrees  to  give written notice of its receipt  of  any
Demand  Notice by Registered Holder to all other  registered
Holders of the Options and the Registrable Securities within
thirty  days from the date of the receipt of any such Demand
Notice.   In the event of registration the Company  and  the
Holder(s)  shall execute such documents as may be reasonably
required  by  the Company and Company counsel to  carry  out
such registration.

           (a)   Terms  of Registration.  The Company  shall
bear  all  fees  and expenses attendant to  registering  the
Registrable Securities, but the Holder(s) shall pay any  and
all  underwriting  and broker-dealer discounts,  commissions
and  non-accountable expenses of any underwriter or  broker-
dealer selected to sell the Registrable Securities, together
with  the  expenses  of any legal counsel  selected  by  the
Holder(s) to represent them in connection with the  sale  of
the  Registrable  Securities.  The Company shall  cause  any
registration  statement filed pursuant to the demand  rights
granted  hereto to remain effective for a period of  sixteen
months  from  the date of the latest balance  sheet  of  the
audited  financial  statements  contained  therein  on   the
initial effective date of such registration statement.

           (b)   Restriction on Registration.   The  Company
shall   not   be  obligated  to  register  the   Registrable
Securities  if such securities may be sold pursuant  to  the
exemption  from  registration as provided  by  Rule  144  as
promulgated  under  the  Act,  nor  shall  the  Company   be
obligated  to  register the Registrable  Securities  in  any
state   in   which  the  principal  stockholders,  officers.
directors  or  employees of the Company may in  any  way  be
obligated to escrow any of their shares of Capital Stock  of
the  Company  or  in  a state in which the  Company  may  be
restricted  from  conducting  its  business  in   any   way,
including  but  not limited to, qualifying to  do  business,
become subject to tax, or restricted from issuing additional
securities  or incur restrictions on compensating  officers,
directors or employees.

          (c)  Right To Redeem In Lieu Of Registration.  The
Company  may  in  its  sole  discretion,  and  in  lieu   of
registration  of  the  Registrable Securities,  pay  to  the
Holder(s)  an  amount  equal to the amount  which  would  be
realized  by  the  Holder(s) upon sale  of  the  Registrable
Securities  reduced  by  the  Exercise  Price  plus  the  ,3
expenses, fees and broker/dealer commissions which would  be
paid  by the Holder(s) in the event of registration and sale
of  the  Registrable Securities.  The Company may  elect  to
make  such  payment upon notice to the Holder(s)  within  30
days of receipt of a notice of Demand Registration.

    11.  Modification  of Agreement.  The  Company  and  the
Registered  Holder  may by supplemental agreement  make  any
changes or corrections in this Agreement:

           (i)  that they shall deem appropriate to cure any
ambiguity  or  to  correct  any  defective  or  inconsistent
provision or mistake or error herein contained; or (ii) that
they  may  deem necessary or desirable and which  shall  not
adverse{y  affect  the  interest of the  holders  of  Option
Certificates;  provided, however, this Agreement  shell  not
otherwise  be  modified,  supplemented  or  altered  in  any
respect except with the consent in writing of the Registered
Holders  of Option Certificates representing not  less  than
fifty-one   percent  (51  %)  of  the  Options  outstanding.
Additionally, except as provided in Sections  7  and  8,  no
change  in  the  number  or  nature  of  the  Option  Shares
purchasable  on  exercise of an Option, or increase  of  the
purchase  price therefore shall be made without the  consent
in  writing of the Registered Holder or Transferee Holder of
the  Option Certificate representing such Option, other than
such  changes as are specifically prescribed or  allowed  by
this Agreement.

   12.  Notices.  All notices, demands, elections options or
requests  (however characterized or described)  required  or
authorized hereunder shall be deemed sufficient if  made  in
writing  and  sent by registered or certified  mail,  return
receipt  requested and postage prepaid, or by tested  telex,
telegram  or cable to the principal office of the addressee,
and  if to the Registered Holder or Transferee Holder of  an
Option  Certificate, at the address of such  holder  as  set
forth an the books maintained by the Company.

    13.  Binding Agreement.  This Agreement shall be binding
upon and inure to the benefit of the Company, the Registered
Holder,   each   Transferee  Holder  and  their   respective
successors  and  assigns.   Nothing  in  this  Agreement  is
intended  or  shall be construed to confer  upon  any  other
person any right, remedy or claim or to impose on any  other
person any duty, liability or obligation.

    14.   Further  Instruments.  The  parties  hereto  shall
execute  and deliver any and all such other instruments  and
shall  take  any and all other actions as may be  reasonably
necessary to carry out the intention of this Agreement.

    15.   Severability.  If any provision of this  Agreement
shall  be  held,  declared  or  pronounced  void,  voidable,
invalid, unenforceable or inoperative for any reason by  any
court  of  competent jurisdiction, government  authority  or
otherwise, such holding, declaration or pronouncement  shall
not  affect adversely any other provision of this Agreement,
which shall otherwise remain in full force and effect and be
enforced  in  accordance with its terms, and the  effect  of
such  holding, declaration or pronouncement shall be limited
to the territory or jurisdiction in which made.

   16.  Waiver.  All the rights and remedies of either party
to  this Agreement are cumulative and not exclusive  of  any
other  rights and remedies as provided by law.  No delay  or
failure on the part of either party in the exercise  of  any
right  or  remedy arising from the breach of this  Agreement
will constitute a waiver of any other right or remedy.   The
consent  of  any party where required hereunder  to  act  or
occurrence shall not be deemed to be a consent to any  other
action or occurrence.

     17.   General  Provisions.   This  Agreement  shall  be
construed and enforced in accordance with, and governed  by,
the  laws  of the State of Florida.  This Agreement embodies
the  entire agreement and understanding between the  parties
and  supersedes  all  prior  agreements  and  understandings
relating  to  the subject matter hereof, and this  Agreement
may  not  be  modified or amended or any term  or  provision
hereof waived or discharged except in writing, signed by the
party  against whom such amendment, modification, waiver  or
discharge  is sought to be enforced.  The headings  of  this
Agreement are for convenience and references only and  shall
not limit or otherwise affect the meaning hereof.


      Employee/Director                DigiMedia USA, Inc.

 By                                By.


 Dated:                            Dated:







                              

                     DigiMedia USA, Inc.

     Incorporated Under the Laws Of the State of Nevada

No. 103620                        180,000      Common Stock
                                                   Purchase
                                                   Options

      CERTIFICATE FOR COMMON STOCK PURCHASE OPTIONS

            This   Option  Certificate  certifies  Kirk   J.
Girrbach,                       or                       his
registered  assigns ("Option Holder") '  is  the  registered
owner  of the above indicated number of Options (hereinafter
referred  to  as  the "Option") expiring  on    ("Expiration
Date").   One  (1)  Option entitles  the  Option  Holder  to
purchase  one (1) share of common stock, $.000667 par  value
("Share"),  from  DigiMedia USA, Inc., a Nevada  corporation
("Company"),  at  a  purchase price of  One  Hundred  (100%)
percent  of  the NASD closing bid price for over-the-counter
securities  as of the date vested per share of Common  Stock
("Exercise  Price"),  commencing  on  October  3,  1996  and
terminating on the Expiration Date ("Exercise Period"), upon
surrender of this Option Certificate with the exercise  form
hereon  duly  completed and executed  with  payment  of  the
Exercise  Price at the office of the Company being  2454  NE
13th Avenue, Fort Lauderdale, FL. 33305, subject only to the
conditions set forth herein and in an Option Agreement dated
as  of October 3, 1996  (the "Option Agreement") between the
Company and Employee.  The Option Holder may exercise all or
any  number  of Options.  Reference hereby is  made  to  the
provisions on the following pages of this Option Certificate
and  to the provisions of the Option Agreement, all of which
are  incorporated by reference in and made a  part  of  this
Option Certificate and shall for all purposes have the  same
effect as though fully set forth at this place.

   Upon   due  presentment  for  transfer  of  this   Option
Certificate  at  the  office of the Company,  a  new  Option
Certificate  or  Option  Certificates  of  like  tenor   and
evidencing  in  the  aggregate a  like  number  of  Options,
subject  to  any  adjustments made in  accordance  with  the
provisions of the Option Agreement, shall be issued  to  the
transferee in exchange for this Option Certificate,  subject
to  the  limitations provided in the Option Agreement,  upon
payment  to  the  Company of any tax or governmental  charge
imposed in connection with such transfer.

  The  Option Holder of the Options evidenced by this Option
Certificate  may exercise all or any whole  number  of  such
Options  during the period and in the manner stated  hereon.
The  Exercise Price shall be payable in lawful money of  the
United States of America and in cash or by certified or bank
cashier's  check payable to the order of the  Company.   If,
upon  exercise  of  any  Options evidenced  by  this  Option
Certificate, the number of Options exercised shall  be  less
than  the total number of Options so evidenced, there  shall
be  issued  to  the  Option Holder a new Option  Certificate
evidencing  the  number of Options  not  so  exercised.   No
Option may be exercised after 5:00 P.M. Fort Lauderdale, FL.
Time on the Expiration Date, and any Option not exercised by
such time shall become void, unless extended by the Company.

  The  securities represented by this certificate have  been
acquired  for investment and have not been registered  under
the  Securities  Act of 1933, as amended (the  "Act").   The
securities  may not be sold, assigned, pledged, hypothecated
or  otherwise  transferred except pursuant to  an  effective
registration statement under the Act and in compliance  with
applicable state securities laws, or the Company receives an
opinion  of counsel, satisfactory to the Company and Company
counsel, that such registration is not required and that the
sale,  assignment, pledge, hypothecation or transfer  is  in
compliance with applicable state securities laws.

  IN  WITNESS WHEREOF, the Company has caused this Option to
be  signed  by  its  Chief  Executive  Officer  and  by  its
Secretary,  each  by an original of his signature,  and  has
caused  an original impression of its corporate seal  to  be
imprinted hereon.


      Dated:


Signature   /            Title

     Seal



Signature   /             Title


KEEP  THIS  CERTIFICATE IN A SAFE PLACE.   IF  IT  IS  LOST,
STOLEN  OR  DESTROYED THE COMIPANY WILL REQUIRE  A  BOND  OF
INDEMNITY  AS  A CONDITION TO THE ISSUANCE OF A  REPLACEMENT
CERTIFICATE.

                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                FORM OF ELECTION TO PURCHASE

   To be executed by the holder if he desires to exercise
     Options evidenced by the within Option Certificate

TO:  DigiMedia USA, Inc.

   
      The  undersigned hereby irrevocably elects to exercise
   Options  evidenced by the within Option Certificate  for,
   and  to  purchase thereunder, full shares  issuable  upon
   exercise   of   said   Options   and   delivery   of    $
   and any applicable taxes.

   The  undersigned  requests  that  certificates  for  such
   shares be issued in the name of:

                                        Please insert Social
                                                    Security
                                       or Tax Identification
                                                      Number





Please print Name and Address

      If said number of Options shall not be all the Options
evidenced  by the within Option Certificate, the undersigned
requests  that  a  new  Option  Certificate  evidencing  the
Options  not  so  exercised be issued in  the  name  of  and
delivered to:


Please print Name and Address


Dated:
                           Signature

Notice:   The above signature must correspond with the  name
as written upon the face of the within Option Certificate in
every particular, or if signed by any other person, the Form
of  Assignment  thereon must be duly  executed  and  if  the
certificate   representing  the   shares   or   any   Option
Certificate  representing Options not  exercised  is  to  be
registered  in  a name other than that in which  the  within
Option  Certificate  is registered,  the  signature  of  the
holder hereof must be guaranteed.

Signature Guaranteed:

Signature must be guaranteed by a commercial bank or  member
firm of one of the following stock exchanges: New York Stock
Exchange,  Pacific  Coast  Stock  Exchange,  American  Stock
Exchange or Midwest Stock Exchange.





For Value Received
Hereby sell, assign and transfer unto:

                                  Please insert Social
                                              Security
                                 or Tax Identification
                                                Number





Please print Name and Address

  If  said  number of Options shall not be all  the  Options
evidenced  by the within Option Certificate, the undersigned
requests  that  a  new  Option  Certificate  evidencing  the
Options  not  so  exercised be issued in  the  name  of  and
delivered to

                              
                              
                              
Please         print        Name        and         Address:
Dated:


Notice:   The above signature must correspond with the  name
as written upon the face of the within Option Certificate in
even, particular, or if signed by any other person, the Form
of  Assignment  thereon must be duly  executed  and  if  the
certificate   representing  the   shares   or   any   Option
Certificate  representing Options not  exercised  is  to  be
registered  in  a name other than that in which  the  within
Option  Certificate  is registered,  the  signature  of  the
holder hereof must be guaranteed.

Signature Guaranteed:

Signature must be guaranteed by a commercial bank or  member
firm of one of the following stock exchanges: New York Stock
Exchange,  Pacific  Coast  Stock  Exchange,  American  Stock
Exchange or Midwest Stock Exchange.