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                                                                    EXHIBIT 10.3


                          EMPLOYMENT AND FEE AGREEMENT

     THIS AGREEMENT made this 31st day of May, 1996 by and between UC'NWIN
Systems, Inc. (hereinafter "CLIENT") with a mailing address of 5601 N.
Powerline Road, Suite 404, Ft. Lauderdale, Florida 33309 and telephone number
of (954) 492-9797 and LAW OFFICES OF RICHARD P. GREENE, ESQ. (hereinafter
ATTORNEY).

     1.  CLIENT retains ATTORNEY to represent CLIENT as Attorney at Law
regarding Corporate/Securities related matters and authorizes and empowers
ATTORNEY to do all things reasonably necessary to complete corporate and
securities transactions with CLIENT'S consent (other than in connection with
capital raising transactions) and agrees to retain attorney for the services
rendered on the following terms and conditions:

     a.   Legal fees for the S-8 Registration and related legal services shall
          consist of 25,000 shares of common stock of UC'NWIN Systems 
          Corporation.  All referenced shares shall be registered pursuant to 
          a Registration Statement on Form S-8.

     b.   CLIENT shall also be responsible for costs incurred including, but 
          not limited to, long distance phone calls, transcripts, photocopies,
          postage, filing fees, and costs of newspaper publications.  Advanced 
          costs that are not expended during the course of the representation 
          are to be returned to the client at the conclusion of the 
          representation, unless ATTORNEY and CLIENT agree otherwise in writing.

       2. ATTORNEY will render a final statement for services rendered and costs
incurred.  If CLIENT disagrees with any charge for fees or costs, CLIENT must
notify ATTORNEY in writing within ten (10) days after the date of mailing.
Otherwise, all charges are agreed by CLIENT to be approved and accepted.  All
bills are due when rendered.

       3. CLIENT understands and agrees that ATTORNEY has made no guarantee
regarding the successful outcome or termination of the engagement and all
expressions pertaining thereto are matters of opinion. Should it be necessary
to institute legal proceedings for the collection of any part of the ATTORNEY'S
compensation or costs as set forth above, then CLIENT agrees to pay all court
costs and reasonable attorneys fees with regard to the collection of same.

       IN WITNESS WHEREOF, the parties have executed this Agreement the date
first mentioned above.

ACCEPTED:
Law Offices of
Richard P. Greene, Esq.                   UC'NWIN SYSTEMS CORPORATION


By:  /s/ Richard P. Greene          By:  /s/ John Neilson
     ---------------------               -------------------------------
     ATTORNEY                            John Neilson, President and CEO