EMPLOYMENT AGREEMENT

      This Employment Agreement (the "Agreement") is entered into as of February
1, 2004 (the "Effective Date") by and between Dennis M. Cole (the "Executive")
and Shield Defense Corporation (the "Company").

      WHEREAS, the Company believes that Executive's service, experience, and
knowledge are valuable to the Company in connection with its business; and

      WHEREAS, the Company desires to employ Executive, and Executive desires to
be employed by the Company, as President of the Company.

      NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereto agree as follows:

      1. Employment. The Company hereby employs Executive and Executive accepts
such employment upon the terms and conditions hereinafter set forth.

      2. Term of Employment. Subject to the provisions of Section 6, the term of
Executive's employment pursuant to this Agreement shall commence on and as of
the Effective Date and shall terminate on the last day of August 2005 (the
"Term"). Should Executive's employment extend beyond the Term, it shall be
employment at-will, terminable by either party by 30 days' notice to the other,
and such at-will employment may be modified only by a writing signed by the
party to be bound thereby. All other provisions of this Agreement, with the
exception of Sections 6(b), 6(c), 6(d), and 6(e) shall continue to apply to such
at-will employment relationship following the Term.

      3. Duties; Extent of Service. During Executive's employment under this
Agreement, Executive (i) shall serve as an employee of the Company with the
title and position of President, reporting to the Board of Directors of the
Company, shall have such executive responsibilities as the Board of Directors of
the Company shall from time to time designate, provided that, in all cases
Executive shall be subject to the oversight and supervision of the Board of
Directors of the Company in the performance of his duties, and (ii) shall render
all services reasonably incident to the foregoing. Executive hereby accepts such
employment, agrees to serve the Company in the capacities indicated, and agrees
to use Executive's best efforts in, and shall devote Executive's full working
time, attention, skill and energies to, the advancement of the interests of the
Company and its subsidiaries and the performance of Executive's duties and
responsibilities hereunder.

      4. Salary and Bonus.

            (a) Salary. During Executive's employment under this Agreement, the
Company shall pay Executive a salary at the rate of $125,000 per annum (the
"Salary"). Such Salary shall be subject to withholding under applicable law,
shall be prorated for partial years and shall be payable in periodic
installments not less frequently than monthly in accordance with the Company's
usual practice for its executive officers as in effect from time to time.

                                       1


            (b) Bonus. Within 15 days from the Effective Date, Executive and the
Board of Directors shall meet to establish performance standards and goals to be
met by the Executive during the Company's fiscal year, which standards and goals
shall be based upon attained revenue, earnings, cash flows, EBITDA and other
objectives that are mutually agreed to by Executive and the Board. The Company
shall pay to Executive, no later than 30 days after the completion of the fiscal
year, a bonus (the "Bonus") in an amount to be recommended by the Board of
Directors so long as the performance standards and goals are met or exceeded by
Executive. The Bonus shall be subject to any applicable tax withholdings and/or
employee deductions. 75% of the Bonus shall be paid in options for the purchase
of the common stock of Universal Guardian Holdings, Inc. (the "Parent") and the
remaining 25% of the Bonus will be paid in cash. Stock options granted pursuant
to this section shall qualify as incentive stock options pursuant to section 422
of the Internal Revenue Code, shall vest on the date of grant and shall have an
exercise price equal to the fair market value of the common stock of the Parent
on the grant date.

            (c) Stock Options. As an inducement to enter into this Agreement,
the Company grants to Executive an option to purchase one hundred fifty thousand
(150,000) shares of the Parent's common stock. The stock option shall qualify as
an incentive stock option pursuant to section 422 of the Internal Revenue Code.
The exercise price for the common stock shall be $0.47 per share, the fair
market value on the Effective Date. The right to purchase the common stock shall
vest in equal increments, one-half on the Effective Date and one-half on the
first anniversary of the Effective Date. Upon the sale or disposition by the
Company to an unrelated third party of substantially all of its business or
assets, or the sale of the capital stock of the Company in connection with the
sale or transfer of a controlling interest in the Company to an unrelated third
party, or the merger or consolidation of the Company with another corporation as
part of a sale or transfer of a controlling interest in the Company to an
unrelated third party (any of which shall be deemed to be a "Change in
Control"), any part of the option which is unvested shall immediately vest. "A
controlling interest" shall be defined as 50% or more of the common stock of the
Company. The stock option shall be granted pursuant to the 2003 Incentive Equity
Stock Plan (the "Plan"). Executive agrees to be bound by the terms of the Plan.
In accordance with the terms of the Plan and with California law, the Parent
will reserve to itself the right to repurchase the common stock that Executive
receives if Executive's employment is terminated for any reason.

      5. Benefits.

            (a) Regular Benefits. During Executive's employment under this
Agreement, Executive shall be entitled to participate in any and all employment
benefits that are in effect from time to time for executive officers of the
Company generally. Such participation shall be subject to (i) the terms of the
applicable plan documents (including, as applicable, provisions granting
discretion to the Board of Directors of the Company or any administrative or
other committee provided for therein or contemplated thereby) and (ii) generally
applicable policies of the Company. Specifically, during Executive's employment
under this Agreement, the Company shall provide, at its sole cost and expense,
health insurance benefits covering Executive and his family and shall pay the
premium for a term life insurance policy in the face amount of $1,000,000. The
Company's sole obligation as to the term life insurance policy is to pay the
premium. Executive shall be responsible for applying for and obtaining a
commitment for the term life insurance. In the event Executive fails to apply
for and obtain a commitment for the term life insurance, the Company shall have
no further obligation in connection with the term life insurance.


                                       2


            (b) Other Insurance Coverage. During Executive's employment under
this Agreement, the Company shall include Executive as an insured under

                  (ii) the Company's general liability insurance policy, and

                  (ii) an officers and directors insurance policy with coverage
not to exceed $1,000,000.

            (c) Automobile Allowance. The Company shall pay to Executive the sum
of $600 per month as an automobile allowance. Payment of the aforesaid allowance
shall be subject to any applicable tax withholdings and/or employee deductions.
Executive shall be responsible for all income taxes imposed on Executive by
reason of the automobile allowance.

            (d) Vacation. During Executive's employment under this Agreement,
Executive shall receive paid vacation annually in accordance with the Company's
practices for executive officers, as in effect from time to time, but in any
event not less than 4 weeks per calendar year.

            (e) Expenses. The Company shall reimburse Executive for all
reasonable business expenses incurred by Executive during Executive's employment
hereunder to the extent in compliance with the Company's business expense
reimbursement policies in effect from time to time and upon presentation by
Executive of such documentation and records as the Company shall from time to
time require. When Executive is required to travel on behalf of the Company's
business, the cost of a business class ticket for any domestic flight that is in
excess of two hours and for any international flight that is in excess of ten
hours shall be included hereunder as a reimbursable business expense. The
Company shall also pay, upon prior written approval by the Chairman of the
Company's Board of Directors, dues to professional associations in which
Executive participates.

            (f) Taxation of Payments and Benefits. The Company shall undertake
to make deductions, withholdings and tax reports with respect to payments and
benefits under this Agreement to the extent that it reasonably and in good faith
believes that it is required to make such deductions, withholdings and tax
reports. Payments under this Agreement shall be in amounts net of any such
deductions or withholdings. Nothing in this Agreement shall be construed to
require the Company to make any payments to compensate Executive for any adverse
tax effect associated with any payments or benefits or for any deduction or
withholding from any payment or benefit.

            (g) Exclusivity of Salary and Benefits. The Executive shall not be
entitled to any payments or benefits other than those provided under this
Agreement. Compliance with the provisions of this Section 5 shall in no way
create or be deemed to create any obligation, express or implied, on the part of
the Company or any of its affiliates with respect to the continuation of any
particular benefit or other plan or arrangement maintained by them or their
subsidiaries as of or prior to the date hereof or the creation and maintenance
of any particular benefit or other plan or arrangement at any time after the
date hereof.


                                       3


      6. Termination and Termination Benefits. Notwithstanding the provisions of
Section 2, Executive's employment under this Agreement shall terminate under the
following circumstances set forth in this Section 6.

            (a) Termination by the Company for Cause. Executive's employment
under this Agreement may be terminated for Cause without further liability on
the part of the Company other than for accrued but unpaid Salary through the
date of termination effective immediately upon written notice to Executive.
"Cause" shall mean the following:

                  (i) the commission by Executive of any act of embezzlement,
fraud, larceny or theft on or from the Company or an affiliate of the Company;

                  (ii) the commission by Executive of, or indictment of
Executive for a felony or any misdemeanor, which misdemeanor involves moral
turpitude, deceit, dishonesty or fraud;

                  (iii) failure to perform, or materially poor performance of,
Executive's duties and responsibilities assigned or delegated under this
Agreement, or any material misconduct or violation of the Company's policies, in
either case, which continues for a period of 30 days after written notice given
to Executive; or

                  (iv) a material breach by Executive of any of the covenants,
terms or provisions of this Agreement or any agreement between the Company and
Executive regarding confidentiality or assignment of inventions.

            (b) Termination by Executive for Good Reason. Subject to the payment
of Termination Benefits pursuant to Section 6(e), (i) if the Company changes
Executive's duties in such a way that Executive shall no longer be performing
the duties of President or (ii) in the event of a Change in Control, then
Executive may terminate this Agreement upon notice to the Company. A merger of
the Company for the purpose of redomicile shall not be deemed to be within the
meaning of this Section 6(b). Notice of Executive's termination pursuant to this
Section 6(b) must be received by the Company within 90 days of the event
allowing such termination.

            (c) Termination by Executive Without Good Reason. Executive's
employment under this Agreement may be terminated by Executive by written notice
to the Board of Directors at least 90 days prior to such termination.

            (d) Termination by the Company Without Cause. Subject to the payment
of Termination Benefits pursuant to Section 6(e), Executive's employment under
this Agreement may be terminated without Cause by the Company upon written
notice to Executive.


                                       4


            (e) Certain Termination Benefits. Unless otherwise specifically
provided in this Agreement or otherwise required by law, all compensation and
benefits payable to Executive under this Agreement shall terminate on the date
of termination of Executive's employment under this Agreement. Notwithstanding
the foregoing, in the event of termination of Executive's employment with the
Company pursuant to Sections 6(b) or 6(d) above, the Company shall (i) for a
period of 12 months, pay to Executive the Salary, payable in the manner set
forth in Section 4(a), (ii) for a period of 12 months, continue to pay the
premiums for any life insurance policy or health insurance policy paid for by
the Company in accordance with the terms of this Agreement and in effect on the
date of Executive's termination and (iii) provide outplacement services, as
offered by the Company on the date of termination (the "Severance Benefits").

The parties hereto agree that the Severance Benefits are to be in full
satisfaction, compromise and release of any claims arising out of any
termination of the Executive's employment pursuant to Section 6(b) or 6(d), and
such amounts shall be contingent upon the Executive's delivery of a general
release of such claims upon termination of employment in a form reasonably
satisfactory to the Company, it being understood that no Severance Benefits
shall be provided unless and until the Executive determines to execute and
deliver such release.

            (f) Death; Disability. Upon the death of the Executive, or upon the
permanent disability (as defined below) of the Executive continuing for a period
in excess of 90 consecutive days, all obligations of the Company under this
Agreement shall immediately terminate other than any obligation of the Company
with respect to earned but unpaid Salary and earned benefits contemplated hereby
to the extent accrued or vested through the date of termination. As used herein,
the terms "permanent disability" or "permanently disabled" shall mean the
inability of the Executive, by reason of injury, illness or other similar cause,
to perform a major part of his duties and responsibilities in connection with
the conduct of the business and affairs of the Company, as determined reasonably
and in good faith by the Company.

            (g) Notwithstanding termination of this Agreement as provided in
this Section 6 or any other termination of Executive's employment with the
Company, Executive's obligations under Section 7 hereof shall survive any
termination of Executive's employment with the Company at any time and for any
reason.

      7. Non-Solicitation; Confidentiality; Proprietary Rights.

            (a) Non-Solicitation. Executive agrees that he shall not, during the
term of this Agreement and for a period of 1 year thereafter solicit any
employee of the Company to terminate such employee's employment with the
Company, or agree to hire any such employee or former employee of the Company
(unless at least 12 months have passed since the termination of such employee's
employment with the Company).


                                       5


            (b) Confidential Information. As used in this Agreement, the term
"Confidential Information" shall mean information belonging to the Company (for
purposes of this Section 7 including all predecessors of the Company) of value
to the Company or with respect to which Company has right in the course of
conducting its business and the disclosure of which could result in a
competitive or other disadvantage to the Company. Confidential Information
includes information, whether or not patentable or copyrightable, in written,
oral, electronic or other tangible or intangible forms, stored in any medium,
including, by way of example and without limitation, trade secrets, ideas,
concepts, designs, configurations, specifications, drawings, blueprints,
diagrams, models, prototypes, samples, flow charts processes, techniques,
formulas, software, improvements, inventions, domain names, data, know-how,
discoveries, copyrightable materials, marketing plans and strategies, sales and
financial reports and forecasts, customer lists, studies, reports, records,
books, contracts, instruments, surveys, computer disks, diskettes, tapes,
computer programs and business plans, prospects and opportunities (such as
possible acquisitions or dispositions of businesses or facilities) which have
been discussed or considered by the management of the Company. Confidential
Information includes information developed by Executive in the course of
Executive's employment by the Company, as well as other information to which
Executive may have access in connection with Executive's employment.
Confidential Information also includes the confidential information of others
with which the Company has a business relationship. Notwithstanding the
foregoing, Confidential Information does not include information in the public
domain, unless due to breach of Executive's duties under Section 7(c).

            (c) Confidentiality. In the course of performing services hereunder
on behalf of the Company and its affiliates, Executive has had and from time to
time will have access to Confidential Information. Executive agrees (i) to hold
the Confidential Information in strict confidence, (ii) not to disclose the
Confidential Information to any person (other than in the regular business of
the Company or its affiliates), and (iii) not to use, directly or indirectly,
any of the Confidential Information for any purpose other than on behalf of the
Company and its affiliates. All documents, records, data, apparatus, equipment
and other physical property, whether or not pertaining to Confidential
Information, that are furnished to Executive by the Company or are produced by
Executive in connection with Executive's employment will be and remain the sole
property of the Company. Upon the termination of Executive's employment with the
Company for any reason and as and when otherwise requested by the Company, all
Confidential Information (including, without limitation, all data, memoranda,
customer lists, notes, programs and other papers and items, and reproductions
thereof relating to the foregoing matters) in Executive's possession or control
shall be immediately returned to the Company.

            (d) Third Party Agreements and Rights. Executive hereby confirms
that Executive is not bound by the terms of any agreement with any previous
employer or other party that restricts in any way Executive's use or disclosure
of information or Executive's engagement in any business. Executive represents
to the Company that Executive's execution of this Agreement, Executive's
employment with the Company and the performance of Executive's proposed duties
for the Company will not violate any obligations Executive may have to any such
previous employer or other party. In Executive's work for the Company, Executive
will not disclose or make use of any information in violation of any agreements
with or rights of any such previous employer or other party, and Executive will
not bring to the premises of the Company any copies or other tangible
embodiments of non-public information belonging to or obtained from any such
previous employment or other party.


                                       6


            (e) Litigation and Regulatory Cooperation. During and after
Executive's employment, Executive shall cooperate fully with the Company in the
defense or prosecution of any claims or actions now in existence or which may be
brought in the future against or on behalf of the Company that relate to events
or occurrences that transpired while Executive was employed by the Company.
Executive's full cooperation in connection with such claims or actions shall
include, but not be limited to, being available to meet with counsel to prepare
for discovery or trial and to act as a witness on behalf of the Company at
mutually convenient times. During and after Executive's employment, Executive
also shall cooperate fully with the Company in connection with any investigation
or review of any federal, state or local regulatory authority as any such
investigation or review relates to events or occurrences that transpired while
Executive was employed by the Company. The Company shall reimburse Executive for
any reasonable out-of-pocket expenses incurred in connection with Executive's
performance of obligations pursuant to this Section 7(e).

            (f) Inventions. Executive recognizes that the Company and its
affiliates possess a proprietary interest in all of the Confidential Information
and have the exclusive right and privilege to use, protect by copyright, patent
or trademark, or otherwise exploit the processes, ideas and concepts described
therein to the exclusion of Executive, except as otherwise agreed between the
Company and Executive in writing. Executive expressly agrees that any products,
inventions, discoveries or improvements made by Executive in the course of
Executive's employment, including any of the foregoing which is based on or
arises out of the Confidential Information, shall be the property of and inure
to the exclusive benefit of the Company. Executive further agrees that any and
all products, inventions, discoveries or improvements developed by Executive
(whether or not able to be protected by copyright, patent or trademark) during
the course of his employment, or involving the use of the time, materials or
other resources of the Company or any of its affiliates, shall be promptly
disclosed to the Company and shall become the exclusive property of the Company,
and Executive shall execute and deliver any and all documents necessary or
appropriate to implement the foregoing.

            (g) Business Opportunities. Executive agrees, while he is employed
by the Company, to offer or otherwise make known or available to it, as directed
by the Board of Directors of the Company and without additional compensation or
consideration, any business prospects, contracts or other business opportunities
that Executive may discover, find, develop or otherwise have available to
Executive in the Company's general industry and further agrees that any such
prospects, contacts or other business opportunities shall be the property of the
Company.


                                       7


            (h) Acknowledgment. Executive acknowledges that the provisions of
this Section 7 are an integral part of Executive's employment arrangements with
the Company.

      8. Indemnification. So long as Executive's actions were taken in good
faith and in furtherance of Company's business and within the scope of
Executive's duties and authority, Company shall indemnify and hold Executive
harmless to the full extent of the law from any and all claims, losses and
expenses sustained by Executive as a result of any action taken by him to
discharge his duties under this Agreement, and Company shall defend Executive,
at Company's expense, in connection with any and all claims by stockholders or
third parties which are based upon actions taken by Executive to discharge his
duties under this Agreement.

      9. Parties in Interest; Certain Remedies. It is specifically understood
and agreed that this Agreement is intended to confer a benefit, directly or
indirectly, on the Company and its direct and indirect subsidiaries and
affiliates, and that any breach of the provisions of this Agreement by the
Executive or any of the Executive's affiliates will result in irreparable injury
to the Company and its subsidiaries and affiliates, that the remedy at law alone
will be an inadequate remedy for such breach. Accordingly, the Executive agrees
that if the Executive breaches, or proposes to breach, any portion of this
Agreement, the Company or its subsidiaries and affiliates shall be entitled, in
addition to any other remedy it may have, to enforce the specific performance of
this Agreement by the Executive through both temporary and permanent injunctive
relief without the necessity of posting a bond or proving actual damages, but
without limitation of their right to damages and any and all other remedies
available to them, it being understood that injunctive relief is in addition to,
and not in lieu of, such other remedies.

      10. Integration. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior
agreements between the parties with respect to any related subject matter.

      11. Assignment; Successors and Assigns, etc. Neither the Company nor the
Executive may make any assignment of this Agreement or any interest herein
without the prior written consent of the other party; provided that the Company
may assign its rights under this Agreement without the consent of the Executive
in the event of a Change in Control. This Agreement shall inure to the benefit
of and be binding upon the Company and the Executive, their respective
successors, executors, administrators, heirs and permitted assigns.

      12. Enforceability. If any term or provision of this Agreement or the
application thereof to any person or circumstance shall, to any extent, be
determined to be invalid, illegal or unenforceable under present or future laws
effective during the term of this Agreement, then and, in that event: (A) the
performance of the offending term or provision (but only to the extent its
application is invalid, illegal or unenforceable) shall be excused as if it had
never been incorporated into this Agreement, and, in lieu of such excused
provision, there shall be added a provision as similar in terms and amount to
such excused provision as may be possible and be legal, valid and enforceable,
and (B) the remaining part of this Agreement (including the application of the
offending term or provision to persons or circumstances other than those as to
which it is held invalid, illegal or unenforceable) shall not be affected
thereby and shall continue in full force and effect to the fullest extent
provided by law.


                                       8


      13. Waiver. No waiver of any provision hereof shall be effective unless
made in writing and signed by the waiving parry. The failure of any party to
require the performance of any term or obligation of this Agreement, or the
waiver by any party of any breach of this Agreement, shall not prevent any
subsequent enforcement of such term or obligation or be deemed a waiver of any
subsequent breach.

      14. Notices. Unless otherwise specifically provided in this Agreement, all
notices, demands, requests, consents, approvals or other communications
(collectively and severally called "Notices") required or permitted to be given
hereunder, or which are given with respect to this Agreement, shall be in
writing, and shall be given by: (A) personal delivery (which form of Notice
shall be deemed to have been given upon delivery), (B) by telegraph or by
private airborne/overnight delivery service (which forms of Notice shall be
deemed to have been given upon confirmed delivery by the delivery agency), (C)
by electronic or facsimile or telephonic transmission, provided the receiving
party has a compatible device or confirms receipt thereof (which forms of Notice
shall be deemed delivered upon confirmed transmission or confirmation of
receipt), or (D) by mailing in the United States mail by registered or certified
mail, return receipt requested, postage prepaid (which forms of Notice shall be
deemed to have been given upon the 5th business day following the date mailed).
Notices shall be addressed to the Executive at the last address the Executive
has filed in writing with the Company or, in the case of the Company, at 3001
Redhill Avenue, Bldg. 4 Suite 219, Costa Mesa, CA 92626.

      15. Amendment. This Agreement may be amended or modified only by a written
instrument signed by the Executive and by a duly authorized representative of
the Company.

      16. Governing Law. This contract shall be construed under and be governed
in all respects by the laws of the State of California, without giving effect to
the conflict of laws principles thereof.

      17. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be taken to be
an original and all of which taken together shall constitute one and the same
document.

      18. Certain Definitions. For purposes of this Agreement, the term "person"
means an individual, corporation, limited liability company, partnership,
entity, association, trust or any unincorporated organization; a "subsidiary"
means any corporation more than 50 percent of whose outstanding voting
securities, or any limited liability company, partnership, joint venture or
other entity more than 50 percent of whose total equity interest, is directly or
indirectly owned by such person; and an "affiliate" of a person shall mean, with
respect to a person or entity, any person or entity which directly or indirectly
controls, is controlled by, or is under common control with such person or
entity.

      19. Arbitration. Any controversy, dispute or claim arising out of or in
connection with Executive's employment or this Agreement shall be resolved at
the request of either Executive or Company by final and binding arbitration
conducted at a location determined by the arbitrator in San Diego County,
California. An arbitration proceeding is not a court proceeding, and no jury may
be present in an arbitration proceeding. The arbitration shall be administered
by and in accordance with the then existing Rules of Practice and Procedure of
J*A*M*S/Endispute, Inc. Judgment upon any award rendered by the arbitrator(s)
may be entered in any State or Federal Court. Either Executive or Company may
commence an arbitration proceeding by giving notice to the other party. Upon
filing a demand for arbitration, both Executive and Company will have the right
to discovery to the maximum extent provided by law for actions tried before a
court, and both agree that in the event of an arbitration, disputes as to
discovery shall be determined by the arbitrator(s). The arbitrator(s) in any
such proceeding shall apply California substantive law and the California
Evidence Code to the proceeding. The arbitrator(s) shall have the power to grant
all legal and equitable remedies (provisional and final) and award damages
provided by California law. The arbitrator(s) shall prepare in writing and
provide to the parties an award including findings of fact and conclusions of
law. The arbitrator(s) shall not have the power to commit errors of law or legal
reasoning, and the award may be vacated or corrected pursuant to California Code
of Civil Procedure ss.ss.1286.2 or 1286.6 for any such error. Company shall pay
all fees of the arbitrator, and each party shall bear its or his expenses, costs
and attorney fees relating to the arbitration and recovery under any order
and/or judgment rendered therein.


                                       9


      20. Preparation of Agreement. It is acknowledged by each party that such
party either had separate and independent advice of counsel or the opportunity
to avail itself or himself of same. In light of these facts it is acknowledged
that no party shall be construed to be solely responsible for the drafting
hereof, and therefore any ambiguity shall not be construed against any party as
the alleged draftsman of this Agreement.

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

COMPANY:

Shield Defense Corporation

By: /S/  Michael J. Skellern
   ------------------------------------------
   Name:  Michael J. Skellern
   Title: Chairman of the Board and Chief Financial Officer


EXECUTIVE:


/S/ Dennis M. Cole
----------------------------------------------
Dennis M. Cole


                                       10