EXECUTIVE EMPLOYMENT AGREEMENT

      THIS EXECUTIVE EMPLOYMENT  AGREEMENT  ("Agreement") is made as of the 20th
day of January,  2004,  between iBIZ  Technology  Corp.,  a Florida  corporation
("Corporation" or "Company" or "Employer"), and Ramon Perales ("Employee").

      In  consideration  of the  mutual  covenants,  agreements  and  provisions
contained in this Agreement, the parties agree as follows:

                                   EMPLOYMENT

      1.0 EMPLOYMENT.  Employer employs  Employee as Chief Marketing  Officer of
Synosphere,  and Employee accepts employment,  upon the terms and conditions set
forth herein.

      2.0 TERM. This Agreement shall commence  effective as of January 21, 2004,
and  shall  continue  in  effect  for a  period  of two (2)  years  ("Employment
Period");  unless terminated earlier, by Company or Employee, upon prior written
notice. Further, if a change of control (as defined herein) of the Company shall
have occurred  during the Employment  Period,  this Agreement  shall continue in
effect until January 21, 2005.

      3.0 CHANGE OF CONTROL.  The term "Change of Control of the Company"  shall
mean a change in control of a nature  that would be  required  to be reported in
response to Item 5(f) of Schedule 14A of Regulation  14A  promulgated  under the
Securities  Exchange  Act of 1934  ("1934  Act) as in effect on the date of this
Agreement or, if Item 5(f) is no longer in effect, any regulations issued by the
Securities and Exchange  Commission ("SEC") pursuant to the 1934 Act which serve
similar  purposes;  provided that,  without  limitation,  such change in control
shall be deemed to have  occurred if and when (a) any  "person" (as such term is
used in Sections  13(d) and 14(d)(2) of the 1934 Act) is or becomes a beneficial
owner,  directly  or  indirectly,  of  securities  of the  company  representing
twenty-five  percent (25%) or more of the combined voting power of the Company's
then outstanding  securities or (b) individuals who were members of the Board of
Directors of the Company  immediately  prior to a meeting of the shareholders of
the  Company  involving  a  contest  for the  election  of  directors  shall not
constitute a majority of the Board of Directors following such election.

      4.0 COMPENSATION. For all services to be rendered by the Employee pursuant
to his  duties  set  forth  in this  Agreement,  the  Employee  shall be paid as
compensation;

      4.1. BASE SALARY AND  CONSIDERATIONS.  A fixed salary in the amount of One
Hundred  and  Twelve  Thousand  Dollars  ($102,000)  per year,  payable in equal
installments  according to the Company's regular payroll  schedule.  This salary
shall be  reviewed  from time to time during the term of this  Agreement  by the
Corporation's  Board of Directors or Compensation and Benefits  Committee of the
Board.



      If the  Employee's  base salary is not paid  according  to the  Employer's
normal payroll cycle,  then the Employer shall issue shares of its common stock,
valued at the moving average of the closing share price over the last 20 trading
days with a 25% discount,  as an  alternative  payment to the base salary.  Such
shares of common stock shall be issued under a Stock Retainer  Plan,  registered
under a Form S-8 filed and made effective by the Employer.  Such shares shall be
issued and paid at the end of each month  during  which the  payment(s)  was not
made, until such time that sufficient funds are available to make such payments.

      In addition,  during the  duration of the  Employee's  Term,  the Employer
shall  issue an Earn Out  bonus of  common  stock in Eight  (8)  payments,  each
payment made quarterly, in the amount of $62,500, the ("Earn Out"). Common stock
shall be issued based on the moving  average of the closing share price over the
last 20 trading  days and  registered  under Form S-8 and made  effective by the
Employer  within  90  days  of the  payment  date.  In the  event  the  Employer
terminates the Employee for Cause as detailed in section 10.0  Termination,  the
Employee is not entitled to receive the Earn Out bonus portion that has not been
paid as of the termination date.

      Furthermore,  the Employer  shall issue a Sign On bonus to the Employee in
the amount of Two Million and Five Hundred Thousand (2,500,000) shares. The Sign
On bonus shall be registered  under Form S-8 and made  effective by the Employer
within 90 days of January 20, 2004.

      Lastly,  during the Term,  the  Employer  shall  evaluate  the  Employee's
performance semi-annually and may further award a Bonus based on performance.  A
performance  review shall be conducted by the Employer  during the month of June
and December.

            4.2  EMPLOYEE  BENEFIT  PLANS.  The  Employee,  his  dependents  and
beneficiaries,  shall be entitled to participate in any pension, profit sharing,
medical  reimbursement,  insurance or other employee  payment or benefit plan of
the Employer as may be in effect from time to time, subject to the participation
standards and other terms  thereof,  to the same extent as other  officers under
the benefit practices of the Company.

            4.3  CUMULATIVE  COMPENSATION.  The  compensation  provided  for  in
paragraphs  4.1,  and 4.2  above,  together  with the  perquisites  set forth in
section 6.0 below, are in addition to the benefits provided for upon termination
pursuant to Section 10.0 below.

            4.4 INDEMNIFICATION. The Corporation hereby agrees to indemnify, and
keep  indemnified in accordance  with, and to the fullest extent  authorized by,
the Laws of the State of Florida as it may be in effect  from time to time,  the
Employee,  from and against any expenses (including attorney's fees), judgments,
fines and amounts paid in  settlement  actually and  reasonably  incurred by the
Employee in connection with any threatened, pending or completed action, suit or
proceeding,  whether or not such action is by or in the right of the Corporation
or such other enterprise with respect to which the Employee serves or has served
as a director,  officer or employee,  by reason of the fact that the Employee is
or was a director, officer or employee, of the Corporation, or is or was serving
at the request of the Corporation as a director,  officer or employee of another
corporation,   partnership,  joint  venture,  trust  or  other  enterprise.  The



indemnification rights granted to the Employee under this Agreement shall not be
deemed  exclusive of, or in limitation  of, any rights to which  Employee may be
entitled  under  the  law of  its  state  of  incorporation,  the  Corporation's
Certification  of  Incorporation  of  By-Laws,  any  other  agreement,  vote  of
stockholders or directors or otherwise.

      5.0 EXPENSES.  During the term hereof,  the Corporation will reimburse the
Employee for any reasonable  out-of-pocket  expenses incurred by the Employee in
performance  of  service  for  the  Corporation   under  this  Agreement  (e.g.,
transportation,   lodging  and  food  expenses   incurred  while   traveling  on
Corporation  business)  and any  other  expenses  incurred  by the  Employee  in
furtherance of the Corporation's business;  provided, however, that the Employee
renders  to the  Corporation  a complete  and  accurate  accounting  of all such
expenses.

      6.0  PERQUISITES.  During  the  period of  employment,  Employee  shall be
entitled to perquisites,  including,  without limitation, an appropriate office,
and fringe benefits accorded executives of equal rank.

      7.0  VACATIONS.  The  Employee  shall be entitled to a vacation  with full
compensation  equal to three (3) weeks each year;  provided,  however,  that the
Employee's  vacation will be scheduled at such time as will least interfere with
the  business of the  Employer.  Attendance  at a business  seminar is not to be
deemed a  vacation;  provided,  whoever,  that  attendance  at such  meetings or
seminars  shall be planned so as to least  interfere  with the  business  of the
Employer.

      8.0 EMPLOYMENT.  The Company hereby agrees to continue the Employee in its
employ,  and the Employee  hereby agrees to remain in the employ of the Company,
for the  Employment  Period as  specified  in  Section  2.0,  to  exercise  such
authority and perform such duties as are  commensurate  with the authority being
exercised and duties being  performed by the Employee  immediately  prior to the
effective  date of this  Agreement,  which  services  shall be  performed at the
location where the Employee was employed immediately prior to the Effective Date
of this  Agreement  or at such other  location  as the  Company  may  reasonably
require;  provided that the Employee  shall not be required to accept a location
which is unreasonable in the light of the Employee's personal circumstances. The
Employee  agrees that during the Employment  Period he shall devote his business
time to his  executive  duties as  described  herein  and  perform  such  duties
faithfully and efficiently.

      9.0 PERFORMANCE.  It is contemplated  that during the period of employment
the  Employee  shall serve as an  executive  of the Company  with the office and
title of President and Chief Executive Officer  reporting  directly to the Board
of Directors during the period of employment, the Employee shall hold a position
of  responsibility  and importance and a position of scope,  with the functions,
duties  and   responsibilities   attached   thereto,   at  least   equal  to  in
responsibility and importance and in scope to and commensurate with his position
described in general terms in this Section 9.0.

      10.0 TERMINATION.



            10.1 During the period of  employment,  Employee may terminate  this
Agreement without cause or for cause. For the purposes of this Section 10.1, the
term "cause" shall include the occurrence of any of the following:

                  10.1.1 The breach or  violation  by the  Company of any of the
                  terms of this Agreement or of the Acquisition Agreement;

                  10.1.2.  Any  significant  change  in  position,   duties  and
                  responsibilities  of the Employee to which the  Employee  does
                  not consent;

                  10.1.3.  In the event of a change in  control  as  defined  in
                  Section  2.0  hereof,  any  change  in  the  circumstances  of
                  employment  which  the  Employee  determines,  in good  faith,
                  results  in his  being  unable  to carry  out the  duties  and
                  responsibilities  attached to the position and contemplated by
                  the definition of that position set forth in this Agreement.

            10.2. In the event of an occurrence  described in subsection 10.1.1,
10.1.2,  or 10.1.3 above,  the Employee shall serve written notice of such event
upon the Company,  setting forth in detail the  circumstances  that the Employee
has determined constitutes "cause" within any of those definitions. In the event
the Company  should remedy or otherwise  cure the facts  constituting  the cause
relied upon by the Employee  within thirty (30) days after such written  notice,
such fact or  circumstance  shall not be deemed to constitute  "cause" for which
employment can be terminated within the meaning of Section 10.1 above.

            10.3. During the period of employment, the Corporation may terminate
this  Agreement  for  cause  and  upon  thirty  (30)  days  written  notice  and
opportunity  to cure being given to  Employee.  For the purpose of this  Section
10.3, the term "cause" shall include the occurrence of any of the following:

                  10.3.1. Employee breaches or violates any of the terms of this
                  Agreement;

                  10.3.2.  Employee  is  convicted  of any felony or is shown to
                  have  engaged  in any act of  dishonesty  or  fraud  upon  the
                  Corporation,  any of its affiliated  companies,  or any of its
                  customers or clients;

                  10.3.3. Employee has been grossly negligent in the performance
                  of his employment duties or responsibilities.

      10.4.  During the period of employment,  the Corporation may not terminate
this Agreement without cause.

      10.5.   This  Agreement   shall  also   terminate  upon  the   insolvency,
dissolution,  or liquidation of the  Corporation or cessation of business by the
Corporation for at least thirty (30) consecutive days.



      11.0  TERMINATION  PAYMENTS.  In the event of a Termination and subject to
the  provisions  of Sections  10.1.1.,  10.1.2.,  10.1.3.  10.4, or 10.5 of this
Agreement,  the  Company  shall pay to the  Employee  and  provide  him with the
following:

            11.1. the Company shall pay the Employee  thirty (30) days following
Termination,  one lump sum  payment of the  Employee's  base salary rate for the
remaining period of the Term. Any shares not yet vested or shares not registered
with the SEC shall vest and/or be registered as soon as is practicable.

            11.2. During the remainder of the Employment or payment Period,  the
Employee shall continue to be treated as an employee under the provisions of any
incentive compensation described in Section 4.2. In addition, the Employee shall
continue to be entitled to all  benefits and service  credit for benefits  under
medical,  insurance,  split-dollar  life  insurance and other  employee  benefit
plans,  programs  and  arrangements  of the Company  described or referred to in
Section  4.3  as if he  were  still  employed  during  such  period  under  this
Agreement.

            11.3. If,  despite the provisions of paragraph 11.2 above,  benefits
or the  right to  accrue  further  benefits  under  any  stock  option  or other
incentive  compensation  arrangement  described  in  Section  4.2  shall  not be
provided  under  any  such  arrangement  to  the  Employee  or  his  dependents,
beneficiaries or estate because he is no longer an employee of the Company,  the
Company  shall,  to the extent  necessary,  pay or provide  for  payment of such
benefits to the Employee or his dependents, beneficiaries or estate.

      12.0 DISABILITY.

            12.1. If the Employee is unable to perform the  Employee's  services
by reason of illness or incapacity, the Employee's regular compensation shall be
continued  for a period of twelve  (12) weeks  following  the week in which such
illness  or  incapacity  commences,   at  the  end  of  which  time  no  further
compensation  shall be due and payable to the Employee  until the Employee shall
return and resume the Employee's  duties.  In the event the Employee is eligible
to receive payments on account of the fringe benefit program covering disability
provided by the  Corporation,  then the  Employee's  base salary,  as defined as
above, will be reduced to the extent of such entitlement and receipt.

            12.2. If, because of illness, physical or mental disability or other
incapacity,  Employee  shall fail, for a period of one hundred twenty (120) work
days  during  the term  hereof,  to render  the  services  provided  for by this
Agreement,  or if Employee contracts an illness or injury which will permanently
prevent  performance  by him of the  services  and duties  provided  for by this
Agreement by notice to the Employee  effective thirty (30) days after the giving
of such notice, after which no additional compensation shall be due.

         13.0 DEATH.  In the event of the death of  Employee  during the term of
this  Agreement,  his employment  hereunder  shall  terminate on the date of his
death.  In the  accounting  between the  Employer  and the  Employee's  personal
representative, Employee's estate shall be due compensation under this Agreement
equal to one year of Employee's salary. In addition,  one hundred percent (100%)



of the total  amount of shares to be  granted to the  Employee  and or the total
amount of shares to be registered  with the SEC to the Employee,  shall vest and
or be registered as soon as is practicable.

            13.1 In the  event  of  death,  the  Employee  sets  forth  that the
Employee's  personal  representative  is  the  listed  below  and  shall  be due
compensation in accordance with the provisions set forth in 13.0.

                  Employee's Personal Representative:  Esmeralda Perales
                  Relationship: Spouse
                  Address:  507 Cottonwood, Kennedy, Texas 78119
                  Phone: (830) 583-9708

      14.0 COMPETITION.

            14.1.  Employee  covenants to and with the Employer,  its successors
and assigns,  that during the term of this  Agreement and for a period of twelve
(12) months from the date of the  termination  of this Agreement for any reason,
he will not directly or indirectly, enter into any agreement or arrangement with
any other  person,  firm,  corporation  or entity to  conduct  any  research  or
development,  nor shall Employee directly or indirectly conduct such research or
development  on  his  own  behalf,   related  to  the  discovery  of  processes,
inventions,  improvement,  development or  commercialization  of any new device,
apparatus or product  competitive with a product developed,  produced or reduced
to practice solely by the Corporation, unless Employee shall have first obtained
the Corporation's expressed written consent thereto.

            14.2. In the event of a breach or  threatened  breach by Employee of
any  provisions  of this  Section 14.0 the  Corporation  shall be entitled to an
injunction  restraining  it from the  commission of such breach.  Nothing herein
contained shall be construed as prohibiting  the  Corporation  from pursuing any
other remedies available to it for such breach or threatened  breach,  including
the  recovery of money  damages.  The  covenants  contained in this Section 15.0
shall be construed as independent of any other provisions in this Agreement; and
the  existence  of any  claim  or  cause  of  action  of  Employee  against  the
Corporation,  whether  predicated  on this  Agreement  or  otherwise,  shall not
constitute a defense to the enforcement by the Corporation of said covenants.

            14.3. The covenants  contained in this Section 14.0 shall  terminate
and, upon termination,  shall be unenforceable and of no further legal force and
effect,  in the event the  Corporation,  or any  successor  to the  Corporation,
becomes  insolvent,  is liquidated or ceases for any reason to conduct  business
operations for a continuous period of at least thirty (30) days.

            14.4. The  Corporation  shall have the right to assign the aforesaid
covenants;  and Employee agrees to remain bound by the terms of the covenants to
any and all subsequent purchaser and assignees of the assets and business of the
Corporation.

      15.0 NON-INTERFERENCE WITH EMPLOYEES.



            15.1.  Employee  covenants with the Corporation that employees of or
consultants  to the  Corporation  and  employees  of and  consultants  to firms,
corporations or entities  affiliated  with the  Corporation  have, of necessity,
been  exposed  to and  have  acquired  certain  knowledge,  understandings,  and
know-how concerning the Corporation's  business operations which is confidential
information and proprietary to the Corporation.

            15.2. In order to protect the Corporation's confidential information
and to promote  and  insure  the  continuity  of the  Corporation's  contractual
relations with its employees and consultants, Employee covenants and agrees that
for so long as Employee holds any position or affiliation  with the Corporation,
including  service  to  the  Corporation  as  an  officer,  director,  employee,
consultant, agent or contractor, and for a period of twelve (12) months from the
date Employee ceases to hold any such position or status with the Corporation or
otherwise becomes  disaffiliated  with the Corporation,  he will not directly or
indirectly, or permit or encourage other to directly or indirectly (i) interfere
in any manner whatsoever with the  Corporation's  contractual or other relations
with any or all of its  employees or  consultants,  or (ii) induce or attempt to
induce  any  employee  or  consultant  to the  Corporation  to cease  performing
services for or on behalf of the Corporation, or (iii) solicit, offer to retain,
or retain,  or in any other manner  engage or employ the services of, any person
or entity who or which is retained or engaged by the  Corporation,  or any firm,
corporation  or  entity  affiliated  with  the  Corporation,   as  an  employee,
consultant or agent.

            15.3. In the Event any court of competent jurisdiction determines or
holds that all or any portion of the  covenants  contained  in this Section 15.0
are unlawful, invalid, or unenforceable for any reasons, then the parties hereto
agree to modify the  provisions  of this  Section 15.0 if and only to the extent
necessary to render the covenants herein contained  enforceable and otherwise in
conformance with all legal requirements.

      16.0 CLIENTS AND CUSTOMERS.

            16.1.  Employee  covenants with the Corporation that the clients and
customers of the Corporation,  both actual and  contemplated,  constitute actual
and prospective business relationships, which are proprietary to the Corporation
and comprise,  in part, the  Corporation's  confidential  information  and trade
secrets.

            16.2. In order to protect the Corporation's  proprietary  rights and
to promote and ensure the continuity of the Corporation's  contractual relations
with  its   customers   and  clients,   Employee   covenants  and  agrees  that,
notwithstanding  the  provisions  of  Section  16.1  hereof,  and for so long as
Employee  holds any  position or  affiliation  with the  Corporation,  including
service to the Corporation as an officer, director, employee,  consultant, agent
or  contractor,  and for a period of twelve (12)  months from the date  Employee
ceases to hold any such  position or status with the  Corporation  or  otherwise
becomes disaffiliated with the Corporation,  he will not directly or indirectly,
or permit or encourage  others to directly or  indirectly  (i)  interfere in any
manner whatsoever with the Corporation's  contractual relations with any clients
or customers,  or (ii) induce or attempt to induce any client or customer of the
Corporation to cease doing business with the Corporation.



            16.3. In the event any court of competent jurisdiction determines or
holds that all or any portions of the  covenants  contained in this Section 16.0
are unlawful,  invalid or unenforceable for any reason,  then the parties hereto
agree to modify the  provisions  of this  Section 16.0 if and only to the extent
necessary to render the covenants herein contained  enforceable and otherwise in
conformance with all legal requirements.

      17.0 COVENANT TO RETAIN CONFIDENCES.

            17.1.  Employee  understands  that all information  learned,  known,
made,  devised  or  developed  concerning  any of  the  Company's  products  and
activities,   including,   without  limitation,  any  inventions,   discoveries,
improvements, processes, formulas, computer programs (including their structure,
sequence,  organization,   coherence,  look  and  feel),  apparatus,  equipment,
customer and client  lists,  marketing  plans,  mailing  lists,  art,  graphics,
display,  research,  and the like used by the Corporation in connection with its
business constitutes the confidential  information,  proprietary information and
trade secrets of the Corporation. Employee covenants and agrees that he will not
(except as required in the course of his position with the Corporation),  during
the term hereof or thereafter for a period of twelve (12) months, communicate or
divulge  to,  or use for the  benefit  of  himself  or any other  person,  firm,
association,  or  corporation,  without  the  consent  of the  Corporation,  any
confidential  information  or trade  secrets  possessed,  owned,  or used by the
Corporation  or its  affiliates  that may be  communicated  to,  acquired by, or
learned of by the Employee in the course of or as a result of his services  with
the Corporation. For the purposes of this Section 17.1, confidential information
of the  Corporation  shall not  include  (i) any  information  developed  by the
Employee independently of services performed by the Employee for the Corporation
pursuant to this  Agreement;  (ii) any  information  rightfully  obtained by the
Employee from a third party without restriction;  (iii) any information publicly
available  other than through the fault or negligence of the Employee;  (iv) any
information  disclosed by the corporation to third parties without  restriction;
or (v) information  already known by the Employee prior to its disclosure by the
Corporation.

            17.2.  Employee will not use in the course of Employee's  employment
with  the   Corporation,   or  disclose  or  otherwise  make  available  to  the
Corporation,  any information,  documents or other items which Employee may have
received from any other person or entity  (including  any prior  employer),  and
which Employee is prohibited from so using, disclosing or making available.

            17.3. All records, files, memoranda,  reports, price lists, customer
lists,  drawings,  plans,  sketches,   documents,   prototypes,   testing  data,
equipment,  electronically  stored information on disk, tape or any other medium
or existing in computer  memory  transmitted  by any means,  including,  but not
limited to, telephone or electronic data transmission and the like,  relating to
the business of the Corporation or its  affiliates,  which Employee shall use or
prepare  or come into  contact  with,  shall  remain  the sole  property  of the
Corporation.

      18.0 WORK PRODUCT.



            18.1.  All  trade  secrets,   know-how,   confidential  information,
copyrightable material,  inventions,  discoveries,  and improvements,  including
computer programs (their structure, sequence, organization,  coherence, look and
feel),  whether  patentable or unpatentable,  copyrightable or  uncopyrightable,
made,  devised,  discovered or reduced to practice by the  Employee,  whether by
himself or jointly  with  others,  from the time of  becoming an employee of the
Corporation until the termination of that status,  shall be deemed work for hire
and shall be promptly disclosed in writing to the Corporation and are to redound
to the benefit of the  Corporation  and become and remain its sole and exclusive
property.  Should the Corporation choose to not purse registered  protection for
any disclosure provided by the employee within sixty (60) calendar days from the
date  of  the  disclosure,  the  decision  to  not  pursue  protection  (on  the
sixty-first  (61st) day) shall be deemed a decision that the  information in the
disclosure is unrelated to the business of the  Corporation,  and is a quitclaim
to any rights related thereto.

            18.2. By executing this  Agreement,  Employee  hereby  transfers and
assigns to the Corporation,  or person, firms or corporations  designated by the
Corporation,  any or all of Employee's rights,  title and interest in and to any
and all developments,  inventions, computer programs, discoveries, improvements,
processes,  devices, copyrights,  patents and patent applications therefore, and
to execute at any and all times any and all  instruments and do any and all acts
necessary  or which  the  Corporation  may deem  desirable  in  connection  with
conveying,  transferring  and  assigning  Employee's  entire  right,  title  and
interest in and to any inventions, discoveries, improvements, computer programs,
processes devices, copyrights,  patent applications therefore or patents thereon
in any way related to the technology or trade secrets  developed,  discovered or
reduced to practice by Employee during the term of this Agreement,  it being the
express  understanding  and  agreement  of the  parties  that any and all future
developments,  inventions,  and  discoveries of Employee  during the term hereof
shall be the property of the Corporation, or its assigns.

      19.0 PATENTS AND COPYRIGHTS.

            19.1.  Employer  shall cause to be filed  United  States and foreign
patent and/or  copyright  applications on each invention deemed to be patentable
or  copyrightable  and  embodied  in any  technology  developed  and  reduced to
practice  during the term hereof which inure to the Corporation by virtue of the
provisions of Section 18.0 hereof.

            19.2. The  Corporation  shall forfeit patent rights or copyrights to
any patentable or copyrightable technology developed by Employee during the term
hereof  in any  jurisdiction  in  which it fails  to file  patent  or  copyright
applications six (6) months following a request by the Employee.  Employer shall
provide to Employee a copy of each application  filed, and within six (6) months
thereafter  Employee shall designated what, if any, foreign countries he desires
applications to be filed. Patent or copyright  prosecution and maintenance shall
be done by an  attorney  to be  selected  by the  Corporation  and  approved  by
Employee,  which approval  shall not be  unreasonably  withheld.  All reasonable
expense of filing,  prosecution  and maintenance of domestic and foreign patents
or copyrights and patent or copyright applications shall be borne by Employer.



            19.3.  Employer and Employee  agree to forebear from, and not permit
others to make or permit any public  disclosure of any of the patentable  matter
prior  to the  application  for a  United  States  patent.  All  foreign  patent
applications  shall be made no later than one (1) year following the date of the
U.S. patent application.

            19.4.  All patents shall be applied for in the name of Employee,  as
inventor,  and shall be assigned to the Corporation or assignee.  All copyrights
shall be registered in the name of the  Corporation.  The Employee  shall,  upon
demand,  execute and deliver to the Corporation or its assigns such documents or
assignments  as  may be  deemed  necessary  or  advisable  by  counsel  for  the
Corporation  or its  assigns  for filing in the  appropriate  patent  offices to
evidence the assignment of the patent rights hereby granted.

      20.0  REPRESENTATIONS  OF EMPLOYEE.  The Employee  represents that, to the
best of his knowledge and belief,  neither his affiliation with the Corporation,
nor his holding any position as officer, director,  Employee, or consultant with
the Corporation,  nor his ownership of common stock in the Corporation,  nor his
performing  any  other  services  for the  Corporation  violates  any  presently
existing, valid and enforceable contract,  agreement,  commitment or other legal
relationship between Employee and any other person or entity.

      21.0 ATTORNEYS'  FEES. In the event there is any litigation or arbitration
between the parties  concerning  this Agreement,  the successful  party shall be
awarded  reasonable   attorneys'  fees  and  litigation  or  arbitration  costs,
including  the  attorneys'  fees and costs  incurred  in the  collection  of any
judgment.

      22.0  NOTICES.  All  notices  required  or  permitted  hereunder  shall be
sufficient  if delivered  personally or mailed to the parties at the address set
forth below or at such other  address as either  party may  designate in writing
from time to time.  Any notice by mailing  shall be effective  forty-eight  (48)
hours after it has been deposited in the United States  certified  mail,  return
receipt requested, duly addressed and with postage prepaid.

      23.0  PARTIAL  INVALIDITY.  If any  provisions  of this  Agreement  are in
violation of any statute or rule of law of any state or district in which it may
be sought to be  enforced,  then such  provisions  shall be deemed null and void
only  to  the  extent  that  they  may  be in  violation  thereof,  but  without
invalidating the remaining provisions.

      24.0 BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the respective parties hereto, their heirs, personal representatives,
successors  and assigns;  provided,  however,  that  Employee may not assign his
employment  hereunder,  and any  assignment  by  Employee in  violation  of this
Agreement shall vest no rights in the purported assignee.

      25.0 WAIVER. No waiver of any breach of any one of the agreements,  terms,
conditions or covenants of this  Agreement by the Employer or the Employee shall
be  deemed  to imply  or  constitute  a waiver  of any  other  agreement,  term,
condition or covenant of this  Agreement.  The failure of either party to insist
on strict performance of any agreement,  term, condition or covenant, herein set
forth,  shall not constitute or be construed as a waiver of the rights of either



or the other  thereafter to enforce any other default of such  agreement,  term,
condition  or  covenant;  neither  shall  such  failure  to insist  upon  strict
performance be deemed sufficient grounds to enable either party hereto to forego
or subvert or  otherwise  disregard  any other  agreement,  term,  condition  or
covenants of this Agreement.

      26.0  GOVERNING  LAW.  This  Agreement  and the  rights  and duties of the
parties shall be construed and enforced in accordance with the laws of the State
of Florida.

      27.0 ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement of
the parties  hereto with  respect to the subject  matter  thereof.  There are no
representations,   warranties,   conditions  or  obligations  except  as  herein
specifically provided. Any amendment or modification hereof must be in writing.

      IN WITNESS WHEREOF, the parties to this Agreement have duly executed it on
the day and year first above written.

                                  EMPLOYER:

                                  IBIZ TECHNOLOGY CORP.


                                  By:
                                     -------------------------------
                                  Name:
                                     -------------------------------
                                  Title:
                                     -------------------------------



                                    EMPLOYEE:

                                  RAMON PERALES


                                  ----------------------------------