10KSB/A

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 Form 10-KSB/A2

(Mark One)
[X]  Annual report  pursuant to section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 for the fiscal year ended September 30, 1998 or

[ ]  Transition  report  pursuant  to  section  13 or  15(d)  of the  Securities
     Exchange Act of 1934 [No Fee Required]

For the transition period from_____________to_____________

Commission file number 0-14273

                 Integrated Spatial Information Solutions, Inc.
                 ----------------------------------------------
                         (Name of small business issuer)

           Colorado                                      84-0868815
- -------------------------------             ----------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

        13119 Professional Drive, Suite 200, Jacksonville, Florida 32225
        ----------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

Issuer's telephone number (904) 220-4747

Securities registered pursuant to Section 12(g) of the Exchange Act:

                               Title of each class
                               -------------------
                           Common Stock, no par value

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities and Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.
Yes  X   No

Check if there is no  disclosure of  delinquent  filers  pursuant to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

The issuer's revenues for its most recent fiscal year were $8,146,367.

As of  December  31,  1998,  the  aggregate  market  value of the  shares of the
issuer's voting stock held by  non-affiliates of the issuer based on the average
of closing  bid and asked  prices of the  Common  Stock as  reported  on the OTC
Bulletin Board, was approximately $4,013,295.


As of December 31, 1998, the issuer had outstanding  11,456,571 shares of Common
Stock.

Transitional Small Business Disclosure Format:  Yes [  ]; No [ X ]





                                     PART I

   
This  amendment  No. 2 to Annual  Report  on Form  10-KSB  is filed  supply  the
explanation  of losses for Continuing  Operations--Fiscal  Year 1998 Compared to
Fiscal Year 1997 at Management's  Discussion and Analysis of Financial Condition
and Results of Operations.
    

This  annual  report  contains  forward-looking  statements  that  describe  the
business and prospects of Integrated Spatial  Information  Solutions,  Inc. (the
"Company") and the expectations of the Company and management.  These statements
are subject to certain risks and  uncertainties  that could cause actual results
to differ materially from those set forth. These risks and uncertainties include
but are not limited to: the timing of and expense associated with, expansion and
modification  of the  Company's  operations  in  accordance  with  its  business
strategy or in response to competitive pressures or other factors arising in the
future. All statements other than statements of historical fact included in this
annual report, including without limitation, expected growth of the domestic and
global geographical  information systems markets, beliefs regarding the strength
of the Company's  market position with respect to new or  contemplated  business
strategies and activities, expectations regarding availability and marketability
of new digital imaging products, anticipated growth in the Company's revenue and
profitability,  cash  operating  costs and  certain  significant  expenses,  and
potential  acquisitions  of, or  strategic  partnering  with,  other  geographic
information system providers, are forward-looking statements. Factors that could
cause actual results to differ materially  include,  among others,  the entry of
new companies into the geographic  information  systems business,  unanticipated
competition  from new  strategic  alliances  in the  industry,  increased  price
competition  from  software  manufacturers  and  affiliated  vendors,  decreased
reliance on custom design software  services,  shifts in governmental  policy on
the  availability  of  government-owned  data and  difficulties  in  hiring  and
retaining  sufficient numbers of professional and other skilled  personnel.  All
forward-looking   statements  included  in  this  annual  report  are  based  on
information available to the Company on the date hereof, and the Company assumes
no obligation to update such statements.  Although the Company believes that the
assumptions and expectations  reflected in such  forward-looking  statements are
reasonable,  it can give no assurance that such  expectations will prove to have
been  correct or that the Company  will take any actions  that may  presently be
planned.

Item 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

              Financial Condition (Liquidity and Capital Resources)

The  following  discussion  of liquidity  and capital  resources  addresses  the
combined  requirements  and sources of the Company  and its  subsidiaries  as of
September 30, 1998.

Liquidity

At  September  30,  1998,  the Company had working  capital of $653,180  and its
current ratio was 1.20:1; unrestricted cash balances available for immediate use
amounted to $55,045. Compared with negative working capital in the prior year of
($413,041) when the current ratio was .91:1 and cash balances  available for use
amounted to $582,326.  The increase in working  capital is primarily  associated
with  the  imminent  sale of the  property,  land  and  building  combined  with
reductions of liabilities and debt.  Changes in cash during fiscal year 1998 (FY
1998)  resulted in a net decrease of $527,281 as compared to an increase  during
fiscal year 1997 (FY 1997) of  $372,689.  The primary  cause for the decrease in
cash during FY 1998 was reduction of debt and accounts payable.

The Company has, at the end of FY 1998, lease payment  commitments  through 2003
of $1,976,864 which will require total annual payments of approximately $543,000
in fiscal year 1999 (FY 1999). Of this required  payment  amount,  approximately




$419,000 is for capital  lease  obligations  and  $124,000  relates to operating
leases.  Management  believes  normal  operating cash flows are adequate to fund
these  payments.  (See also Note 7 to the  Financial  Statements).  The  Company
considers its facilities  adequate to support  anticipated  sales and operations
for  the  next  several  years;  accordingly,   no  commitments  for  additional
facilities  expansion  have  been  entered  into  for the  twelve  months  ended
September  30,  1998.  Approximately  $831,000  of  principal  payments on notes
payable are due during fiscal year 1999. Of this amount,  $620,000 is related to
the property in  Franktown,  Colorado  and is expected to be paid from  proceeds
received  from the  pending  sale of the  building.  The  remaining  balance  of
$211,000 is structured in monthly payments and management  believes monthly cash
flows will be adequate to meet these obligations.

   
Cost  reductions and other  efficiencies  associated  with improved  operational
performance  at the  operating  subsidiary  during the third and  fourth  fiscal
quarters of FY 1998 have achieved enhanced financial  performance.  This coupled
with the increased backlog of work ($9.7 million as compared with $7.5 million a
year ago) is  expected  to have a  positive  effect on future  cash  flows  from
operations.  As discussed at Note 15 in the accompanying  financial  statements,
the  Company  has  secured a letter of intent  for a line of credit for up to $3
million  based upon accounts  receivable;  the line of credit would provide cash
advances  of  up to 75  percent  of  eligible  receivables  thereby  potentially
resulting in enhanced  available cash resources by making cash available  sooner
from  qualifying  outstanding  accounts  receivable.  The  pending  sale  of the
Franktown,  Colorado real property (See Item 2, Description of Property,  above)
will also  yield net cash  after  liquidation  of the debt  associated  with the
property  which is expected to fund parent company  recurring cash  requirements
for FY 1999.  While  the  Company  has a  litigation  reserve  of  $478,997  for
reprocurement costs assessed by the federal government,  it has recently learned
it may be able to resolve the matter for a lesser amount including its own legal
costs  which are  already  accrued  as a  liability.  Accordingly,  the  Company
believes it has adequate  liquidity and capital resources to be able to meet the
known cash requirements  resulting from pending litigation and its current level
of operations from presently projected cash inflows.
    

In order to carry out its expansion  plans during FY 1999, the Company  believes
it will need to raise  additional  funds  through  equity or debt  placements in
order to meet its cash  needs for  expansion  efforts  until it can  operate  on
internally generated cash flows in the expanded form. While the Company has been
successful in raising  funds through debt and equity,  there is no guarantee the
Company will be successful in raising additional funds.

The Company does not believe that its business has been  significantly  impacted
during the past three years by general cost inflation;  however,  it has noted a
trend of increasing  compensation required to fill its key professional staffing
positions during the past year.  

As a result of SEC  guidance  issued in early 1997 with  respect  to  beneficial
conversion  features in connection  with the issuance of  convertible  preferred
stock,  the Company was deemed to recognize  non-cash  preferred stock dividends
totaling  approximately $476,112 in FY 1998 and $892,592 in FY 1997. This amount
is  equivalent  to the  discount  from the fair market value of the common stock
given to the  purchasers  of the  Preferred  Stock  calculated as of the date of
issuance of such stock.

Primarily  as a result of  collection  of the  amount due from sale of assets of
$1.1 million, the  reclassification of the property,  land and building held for
sale, and application of the proceeds to reduction of payables and debt, current
assets decreased $136,285 from $4,120,826 in the prior year to $3,984,541 in the
current year.

Cash used in  operating  activities  during  FY 1998  ($2.4  million)  increased
significantly  ($2.1  million) over the FY 1997 usage of $249,346.  Major causes
for the increased use were  reductions of accounts  payable  ($669,604  decrease
versus an  increase  of $95,803  in FY 1997),  reductions  of  accrued  expenses
($299,089  decrease  versus  increase  of $526,883 in FY 1997) and a decrease in
deferred revenue  ($76,308  decrease versus an increase of $156,701 in FY 1997).
In addition,  operating activities of the subsidiary  encompassed an entire year
for FY 1998 versus only nine  business  days in the report for FY 1997,  thereby
contributing to the increased use of cash in FY 1998.  Sources for the cash used
were the $527,281 reduction of cash available, investing activities provision of
net cash of $856,823  and a net amount of $972,832  cash  provided by  financing
activities after making $2 million in payments on debt.




Capital Resources

   
The Company has taken actions to increase its exposure to the investment banking
community by apprising relevant  principals of its  diversification  activities,
acquisition program and other business development  endeavors designed to result
in new business.  As a result the Company has secured needed  financing  through
the  placement of equity  pursuant to  Regulations  D and S, as noted in Item 5,
Market For Common Equity and Related  Stockholder  Matters. As discussed at Note
15 in the  accompanying  financial  statements,  the Company has also  secured a
letter of  commitment  for a $3 million  asset based line of credit for internal
working  capital  needs.  In addition,  the Company has received  expressions of
interest from several  entities for providing  additional  credit  facilities in
support of its acquisition program. An additional placement of equity or debt or
the successful negotiation of a credit facility will be needed to meet projected
cash demands for expansion programs.  There can be no assurance the Company will
be successful in these efforts.
    

                              Results of Operations

The  following  discussion  of Results of  Operations  addresses  the  Company's
operations in light of its September 1997 acquisition of PlanGraphics, Inc. (the
"subsidiary")  which now  constitutes  its Continuing  Operations.  See also the
forward looking statement  disclaimer in Part I as it pertains to nonfactual and
non-historical statements appearing within this section.

Continuing Operations--Fiscal Year 1998 compared to Fiscal Year 1997

   
Losses.  The Company  reported an operating  loss of $2,401,789  for FY 1998, an
increase of $877,365 over the prior year's  report.  The operating loss resulted
primarily from the increased  parent company costs for  compensation,  legal and
audit expenses,  noted below, for Total FY 1998 costs and expenses.  The Company
also reported a loss from continuing operations of $3,000,864 for an increase of
$2,047,799  over the prior year amount.  The change in the loss from  continuing
operations resulted from the increase in operating loss of $877,365 plus the net
change of a negative  $1,170,434 to total other income and  expenses,  for which
the  explanations  of  increased  interest  expense  and the net change in other
income and expense are also provided below.
    

The  reported  consolidated  revenue  for FY 1998 is not  comparable  with  that
reported  for the prior year as only eight  days of revenue  from the  operating
subsidiary were included in FY 1997 revenue.  Revenue for FY 1998 was $8,146,367
compared with the  subsidiary's  operating  revenue of $8,204,236 for the period
ended  September 30, 1997 as disclosed in Note 1 to the  consolidated  financial
statements,  a slight  decrease  of  $57,869  or 0.7% from the prior  year.  The
decrease in revenue is associated  with the winding down of a several  contracts
and delays in the  startup  of  replacement  contract  activities.  The  Company
recognized  the potential for flat revenue and added two full time sales persons
to help develop the increased backlog for FY 1999 as discussed below.

Total FY 1998 costs and expenses amounted to $10,548,156,  or 129.5% of revenue.
This  amount is also not  comparable  to the  reported  prior year total as only
eight days of subsidiary costs and expenses were included in the reported figure
along with costs of operating the parent company.  Comparable costs and expenses
or FY 1997  amounted to  $10,115,628,  which when  compared to FY 1998  amounts
results in an increase of $432,528, or 4.1%. Significant reductions in costs and
expenses were  experienced in overhead at the subsidiary  ($584,000) and noncash
compensation  expenses  required  by  SFAS  123  and  APB 25  ($487,000).  These
decreases  were offset by  increases in salaries and benefits of $582,000 at the
subsidiary,  and $173,886 at the parent,  consulting fees of $316,000, and audit
and legal fees of approximately $174,000.

Interest expense amounted to $540,490 during FY 1998, which is comparable to the
$541,744 of interest expense actually  incurred during the prior year. It is not
comparable to the amount of $126,263  reported for the prior year,  however,  as
$415,481 FY 1997  interest  expense was embedded  partially  within the costs of
discontinued  operations  for FY 1997 as well  as  partially  within  subsidiary
activities occurring prior to consummation of the acquisition.




Other  income and  expense  decreased  significantly  from the prior year as the
prior year period included a one-time receipt of key man life insurance proceeds
of  $400,000.  In addition,  FY 1998  included the expense for the write down of
capitalized  software of $262,927.  These  reductions  to the total are somewhat
offset by the  collection of rent  ($149,750)  from the lease on the  Franktown,
Colorado real property.

Discontinued Operations--Fiscal Year 1998 Compared to Fiscal Year 1997

There were no manufacturing operations during fiscal year 1998.

Operations Outlook.

The  Company  believes  the  Geographic  Information  Systems  (GIS) is a global
market,  which is rapidly  evolving  and  becoming the basis for a myriad of new
applications  creating  additional  markets.  The  Company  believes  the  gross
potential  profit  margins  are much higher than  presently  experienced  and is
working to grow the GIS business  according to forward looking statements in its
business plan, augmenting growth to be achieved through acquisitions.  Presently
the  consolidated  results  are  adversely  impacted by the  overhead  structure
developed at the parent company in  anticipation  of its developing  acquisition
program.

Subsequent to fiscal year end, the Company has received new contract and project
awards of  approximately  $4.5 million  bringing its backlog and  assignments to
approximately  $9.7  million.  Management  believes  this is a result  of a more
focused  marketing and sales  program.  At the same date in the prior year,  the
Company had approximately $7.5 Million in backlog and assignments.

Currently, the Company plans to expand through additional acquisitions.

Tax Valuation Allowance--FY 1998

As discussed in Note 6 in the accompanying financial statements, the Company has
net operating loss carry forwards for income tax purposes of approximately  $6.1
million.  The Company has established a 100 percent  valuation  allowance on the
net  deferred tax asset  arising  from the loss carry  forwards in excess of the
deferred  tax  liability.  The  valuation  allowance  has been  recorded  as the
Company's  management has not been able to determine that it is more likely than
not that the deferred tax assets of the Company will be realized.

Year  2000 Effect

The Company  has  completed  its review of the extent to which its own  computer
systems and hardware, and non-information  technology equipment,  are capable of
operating on and after January 1, 2000 without error or other deficiency  ("Year
2000  Compliance"),  and  believes  that the year 2000 will not have a  material
impact upon its own software, hardware and non-information technology equipment.

Updates and upgrades which are required are underway,  the Company believes that
these will be completed  prior to the end of its fiscal year 1999. To date,  the
Company has incurred  minimal capital  expenditures to investigate and remediate
Year 2000 Compliance problems.

Suppliers to the Company consist of database software  developers and geographic
information system providers. The Company's review has also included an analysis
of its material  suppliers and customers as to the Year 2000 compliance of their
systems  and  equipment,  and the  Company has set in motion an effort to obtain
written assurances from these suppliers and customers  regarding their Year 2000
Compliance status.




The Company's contingency plan in the event of any customer Year 2000 Compliance
problems is to offer direct  consulting and  programming  services to offset the
demands placed on the clients' internal resources. The Company believes that its
customers  would  require  database  construction  and  development  services to
continue  during  any period in which  supplier  products  experience  Year 2000
issues.  The Company  also  believes  that the various  satellite,  airborne and
ground-based  sources of data  provided  to the Company  are  presently  or will
timely be Year  2000  Compliant.  The  Company's  contingency  plan in the event
material  suppliers  are not Year  2000  Compliant  is to  assist  customers  in
developing alternate means of obtaining the decision-making  guidance previously
provided by non-functioning or unavailable data or database products.  There can
be no assurance  that the failure of the Company  and/or its material  customers
and suppliers to timely attain Year 2000 Compliance  will not materially  reduce
Company  revenues,  or  that  these  failures  and/or  the  impacts  of  broader
compliance  failures by  telephone,  mail,  data  transfer  or other  utility or
general  service  providers or  government  or private  entities will not have a
material adverse effect upon the Company.

The Company has incurred de minimis costs insuring it is Year 2000 compliant and
based upon its reviews expects only de minimis costs in the future.

Effect of Recent Accounting Pronouncements.

The issuance of several  accounting  pronouncements was evaluated by the Company
in FY 1998 (see the Financial Statements,  Summary of Accounting Policies). None
of them had a material  effect on the  consolidated  financial  statements.  The
Company adopted three of these pronouncements in FY 1998 and they are:

Statement  of Financial  Accounting  Standards  ("SFAS")  No. 128,  Earnings per
Share. This  pronouncement  provides a different method of calculating  earnings
per share which requires the calculation of "Basic" and "Dilutive"  earnings per
share.

SFAS  129,  Disclosure  of  Information  About an  Entity's  Capital  Structure,
establishes  standards  for  disclosing  information  about an entity's  capital
structure.

Statement of Position 97-2, Software Revenue  Recognition,  provides guidance on
when revenue should be recognized  and in what amounts for  licensing,  selling,
leasing or other marketing of computer software.




The  pronouncements  required to be adopted in the  following  fiscal years (FYs
1999 and 2000) are:

SFAS 130 and 131 are effective for financial  statements  for periods  beginning
after December 15, 1997 and require comparative information for earlier years to
be restated.  Because of the recent issuance of these standards,  management has
been unable to fully  evaluate  the impact,  if any, the  standards  may have on
future  financial  statement  disclosures.  Results of operations  and financial
position, however, will be unaffected by the implementation of these standards.

SFAS 132,  Employers'  Disclosures  about  Pensions  and  Other  Post-retirement
Benefits,  standardizes  the  disclosure  requirement  for  pensions  and  other
post-retirement  benefits and requires additional  information on changes in the
benefits  obligations  and fair  values  of plan  assets  that  will  facilitate
financial analysis. SFAS 132 is effective for years beginning after December 15,
1997 and  requires  comparative  information  for earlier  years to be restated,
unless  such  information  is not readily  available.  Management  believes  the
adoption  of this  statement  will  have no  material  impact  on the  Company's
consolidated financial statements.

SFAS No. 133 established  standards for  recognizing all derivative  instruments
including  those for hedging  activities as either assets or  liabilities in the
statement of financial  position and measuring those  instruments at fair value.
This Statement is effective for fiscal years  beginning after June 30, 1999. The
Company has not yet  determined  the effect of SFAS No. 133 on its  consolidated
financial statements.

SFAS  No.  134  establishes  accounting  and  reporting  standards  for  certain
activities of mortgage  banking  enterprises and other  enterprises that conduct
operations  that  are  substantially  similar  to the  primary  operations  of a
mortgage  banking  enterprise.  The  statement is effective for the first fiscal
quarter beginning after December 15, 1998.  Because the Company does not conduct
mortgage banking or similar activities,  management believes this statement does
not apply to the Company.


                                    PART IV

Item 13-EXHIBITS AND REPORTS ON FORM 8-K

The following exhibit is filed as a part of this report:

Exhibit           
Number         Exhibit                                             

10.6     Executive Employment Agreement dated March 18, 1998    
         between the Company and Robert S. Vail.




                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
the  registrant has duly caused this Amendment No. 1 to Form 10-KSB to be signed
on its behalf by the undersigned, thereunto duly authorized.

                 Integrated Spatial Information Solutions, Inc.

                                                                      
Date: 1/22/99                                By: /s/ Fred Beisser
     ---------                                  --------------------------------
                                                Frederick G. Beisser,
                                                Vice President Finance and 
                                                Administration  

EX-10.6

                         EXECUTIVE EMPLOYMENT AGREEMENT


This agreement (the "Agreement") is made effective March 18, 1998,  between DCX,
Inc. ("DCXI" or the "Company") and Mr. Robert S. Vail (the "Executive").

A.   Executive is to be employed as Chief Financial Officer of DCXI.

B.   DCXI desires to secure the services of Executive,  and Executive desires to
     serve DCXI Corporate

C.   In  consideration  of the foregoing  recitals and the  agreements set forth
     herein, DCXI and Executive agree as follows:

1. TERM

DCXI shall employ  Executive and Executive  accepts such  employment  for a term
beginning on the date of this Agreement and ending  December 31, 2000,  upon the
terms and conditions set forth herein,  unless earlier  terminated in accordance
with the provisions herein.

Notwithstanding the foregoing,  if this Agreement shall not have been terminated
in accordance  with the  provisions  herein on or before  December 31, 2000, the
remaining  term of the  Agreement  shall be extended such that at each and every
moment of time  thereafter,  the remaining  term shall be three years unless (a)
the Agreement is terminated  earlier in accordance with the provisions herein or
(b) this Agreement will expire one year from the date of such notification.

2. DEFINITIONS

For purposes of this  Agreement,  the following terms shall have the meaning set
forth in this paragraph 2:

a. "Base  Compensation"  shall mean an amount per annum  equal to the sum of (i)
the annual base salary in effect for Executive immediately preceding termination
of  employment  (excluding  any  reduction in base salary made in breech of this
Agreement), (ii) an amount equal to the product of (A) and (B), where (A) equals
the  cumulative  cash  bonus  paid to  Executive  over the three  most  recently
completed  calendar  years prior to  termination  (including  any bonus  amounts
deferred by Executive under any DCXI deferred  compensation plan or arrangement)
divided by the cumulative base salary paid to Executive over the same three year
period (including any base salary deferred by Executive and where (B) equals the
amount set forth in 2.a.(i) above,  (iii) continued  participation  in all basic
and  supplemental  life,  accident,   disability,  and  other  Company-sponsored
insurance benefits provided to Executive  immediately preceding termination (or,
if continued  participation  in one or more of these  benefits is not  possible,
benefits substantially similar to those which Executive would have been entitled
to if he had  continued  as an employee of the Company at the same  compensation
level in effect  immediately  prior to  termination),  and (iv)  continuance  of
vesting and benefit accrual under any  Company-sponsored  basic and supplemental
retirement  programs in effect for Executive  immediately  prior to  termination
(or, if  continued  participation  in such  programs is not  possible,  benefits
substantially similar to those which executive would have been entitled to if he
had  continued  as an  employee of the  Company at the same  compensation  level
immediately prior to termination).

b. "Board" means the Board of Directors of the Company.

c.  "Cause"  shall  mean (I)  willful  refusal by  Executive  to follow a lawful
written demand of the Board,  (ii) Executive's  willful and continued failure to
perform his duties under this Agreement  (except due to  Executive's  incapacity
due to  physical  or mental  illness)  after a written  demand is  delivered  to
Executive by the Board  specifically  identifying  the manner in which the Board
believes  that  Executive  has failed to perform his duties,  (iii)  Executive's
willful  engagement  in conduct  materially  injurious to the  Company,  or (iv)
Executive  conviction for any felony involving moral turpitude.  For purposes of
clauses  (I),  (ii) or (iii) of this  definition,  no act,  or failure to act on
Executive's  part shall be deemed  "willful" unless done, or omitted to be done,
by Executive not in good faith and without  reasonable  belief that  Executive's
act, or failure to act, was in the best interests of the Company.




d. "Constructive  Termination" shall mean Executive's  voluntary  termination of
employment  within ninety (90) days  following the  occurrence of one or more of
the following  events,  unless such event is approved in writing by Executive in
advance of such event:

     (i) A failure by the Company to abide by any part of this Agreement that is
     not remedied  within ten (10) business days of notification by Executive of
     such failure, including any violation of Executive's rights as described in
     Section 3 of this Agreement  unless such rights are replaced by alternative
     rights of approximately equal value;

     (ii) A  reduction  in  Executive's  title or  responsibilities  below Chief
     Financial Officer of Corporate

e. "Disability"  shall be deemed to have occurred if Executive makes application
for disability benefits under any Company-sponsored long-term disability program
covering Executive and qualifies for such benefits.

f. "Retirement"  shall mean Executive's  termination of service with the Company
in  accordance  with  the  provisions  of any  Company  retirement  plan  or the
Company's  401K  Retirement  Savings Plan in which the  Executive is eligible to
participate.

3.  EXECUTIVE'S  RIGHTS  REGARDING  BASE SALARY,  BONUS AND OTHER BENEFITS WHILE
EMPLOYED BY THE COMPANY

a. Base  Salary.  The  minimum  annual  base salary  payable to  Executive  upon
commencement  of this Agreement  shall be $120,000 (one hundred twenty  thousand
dollars). The Board or its Executive Compensation Committee of the Board (if one
is  designated)  will review the  Executive's  base salary at least  annually to
determine the amount of any increase. Upon any such increase in Executive's base
salary,  such increased rate shall  thereafter  constitute  Executive's  minimum
annual base salary for all purposes of this  Agreement,  except that the Company
may reduce  Executives  annual base Salary  during any year by not more than 10%
below the base  salary in  effect  at the  beginning  of the year as part of any
general  salary  reduction  which applies to all officers of the Company and its
subsidiaries (if any).

b. Incentive and Performance Bonus.

In recognition of the considerable  challenges  accepted by him, Executive shall
receive an Incentive Bonus  consisting of a stock option grant of 200,000 shares
of the  Company's  common stock fully vested and priced at the closing bid price
on signature  date of  acceptance  of  agreement,  the first  business day which
Executive was engaged.  In addition Executive shall receive a stock option grant
of 160,000 shares of the Company's  common stock also priced at the bid price on
signature  date of acceptance of agreement,  and vesting in accordance  with the
appropriate  portions of the Performance  Bonus schedule  delineated  below (the
"Performance Options).

Executive  shall,  as provided  herein,  and subject to paragraph  (I) and (ii),
below, receive a Performance Bonus for

     (i) The Company's fiscal year ending September 30, 1998, equal to:

* Five  percent of base  salary if  Executive  is directly  responsible  for net
income savings after taxes for DCX of $150,000 or more.

* Executive  shall receive an additional  bonus of ten percent of base salary if
the average  closing bid price for the last five business days on NASDAQ of DCXI
ending September 30, 1998 is equal to the closing NASDAQ bid price on January 2,
1998 plus $1.35.

* Further,  if the revenue of the Company  exceeds $25 million at September  30,
1998,  executive shall receive an additional  bonus equal to 0.75% of the amount
of revenue that exceeds $25 million.

     (ii) The Company's fiscal years ending September 30, 1998 and later,

* An amount  equal to 2% of that  portion of the net income of the  Company  for
each fiscal year in excess of the amount determined by multiplying stockholder's
equity for each such fiscal year by .11. For purposes of these  calculations  of
stockholders'  equity under this Agreement,  stockholder's equity for any fiscal
year shall be the average of the four  quarterly  stockholders'  equity  figures
reported by the Company for that fiscal year.

* An amount equal to 21% of base salary if the average closing bid price for the
five  business  days on NASDAQ (or the  closing  price if listed on another  SEC
recognized  stock exchange)  ending September 30 of such fiscal year exceeds the
previous year's five day average for the same period by 55% or more.




* Further,  if the consolidated gross revenue of the Company exceeds $20 million
by September 30, 1998, the Executive shall be deemed vested in 30 percent of the
Performance  Options; if in excess of $30 million by September 30, 1999 shall be
deemed  vested in 30  percent  of the  Performance  Options  and if the  Company
exceeds $40 million by September  30, 2000 he will be vested in the remaining 40
% of the  Performance  Options.  Vesting  occurs as the annual  revenues are met
regardless of year this was accomplished.

     (iii) Each cash Performance Bonus shall be payable either 30 days following
     the date Company's audited consolidated financial statements for the fiscal
     year become  available  or on January 15  following  the end of that fiscal
     year, whichever is later (the "Bonus Payment Date").

In the event that there  shall be a  combination  of the  Company  with  another
company,  or any other  occurrence  similar  to a  combination,  and as a result
thereof  the  amount  or value of the  bonuses  payable  pursuant  to any of the
formulae  set forth above  could  reasonably  be  expected  to be  significantly
affected thereby,  appropriate  changes will, at the request of either party, be
negotiated to establish a substitute  formula or formulae  satisfactory  to both
parties. If an acceptable substitute formula (e) cannot be developed, they shall
submit such matter to arbitration by a qualified investment banker with at least
ten  years'  experience  in  corporate  finance.  Neither  party  shall have had
dealings with such arbitrator during the preceding three years.

Executive  shall be entitled to receive the bonus  provided for in the foregoing
paragraphs  for each fiscal year during which he is employed  hereunder  and, in
addition,  for the next 18 months after  termination of his  employment,  except
that said  post-termination  bonus  coverage shall only extend for twelve months
after  termination if Executive takes  employment  (other than as an independent
consultant)  with another  company in the same industry  within twelve months of
termination and shall not apply if Executive has been discharged for cause.

Bonus payments  shall be in cash for the fiscal years ending  September 30, 1998
and  1999;  thereafter  the  bonus  payments  shall  be  payable  in  cash  or a
combination of cash and  Restricted  Stock or stock options at the discretion of
the Executive.

Executive shall participate in any key executive  long-term incentive program or
other  executive  bonus program  which the Board or its  Executive  Compensation
Committee (if any) may define.

c.  Registration of Performance and Incentive Stock Options.  The Company agrees
to file  with  the  Securities  and  Exchange  Commission  the  performance  and
incentive  stock options  granted under  paragraph b, above,  within 180 days of
executing this Agreement.

d.  Non-dilution  of Incentive and  Performance  Options.  Options  granted with
respect to Section c, above,  shall be granted to the Executive on a non-diluted
basis,  such that any  increase  or  decrease  in the number of shares of common
stock of the  Company  which  occurs  during the option  period (the time during
which the Executive is an employee and the options  remain  unexercised  for any
reason)  will cause the number of options  to be  proportionately  increased  or
decreased,  commensurate  with the change in outstanding  shares of the Company.
The option  price shall be  determined  by the Board of  Directors  so as not to
cause undo financial hardship on Executive and/or the Company.

e.  Vacation.  Executive  shall receive four weeks of vacation per year.  Unused
vacation at the expiration of the Agreement's  initial three year period will be
paid in cash at a rate equal to the Base Compensation.

e. Automobile  allowance.  Executive shall receive an  unaccountable  automobile
allowance of $300 per month.

f. Relocation allowance.  Executive shall be entitled to relocation expenses not
to exceed 10% of Executive  annual  salary and in the event his primary place of
business is subsequently moved in excess of 200 miles from its present location.

g.  Executive  shall  have the right to perform  his duties out of any  personal
residences he may have,  provided that such right does not result in behavior or
actions injurious to the Company.

h. Executive  shall be entitled to participate in all perquisites and health and
welfare benefits  generally  available to other executive officers and employees
of the Company.

i. Reimbursement of all reasonable  expenses incurred by Executive in connection
with performance of his duties upon submission of vouchers.  Reasonable  expense
shall include, but not be limited to all reasonable  out-of-pocket  expenses for
entertainment,  automobile expenses, travel, meals, lodging,  professional fees,
professional  dues and the like  incurred by  Executive  in the  interest of the
Company,  subject to such  guidelines  and policies as may be promulgated by the
Company for senior executives or employees.




4. EXECUTIVE RIGHTS UPON TERMINATION

In the event that  Executive's  employment at DCXI is terminated  for any reason
other than (a) death, (b) Disability,  (c) Cause,  (d) voluntary  resignation by
Executive not constituting  Constructive  Termination,  or (e) the expiration of
the term of this Agreement,  DCXI will pay to Executive Base  Compensation for a
period continuing three years after the date of termination.  In addition,  DCXI
will fully vest all stock options and restricted stock awards previously granted
by DCXI to Executive and fully vest and immediately pay to Executive any accrued
award earned by Executive  under the  Performance  Bonus Plan(s),  above, or any
other DCXI executive  incentive plans which may exist at the time of termination
and in which the Executive is a participant.

Base Compensation payments shall be made when payments would otherwise have been
made to Executive if he were still employed by DCXI,  except in such cases where
a different payment schedule is provided for in other Company-sponsored plans or
programs.

In the event Executive's employment at DCXI is terminated for death, Disability,
Cause, voluntary resignation not constituting Constructive Termination,  or upon
expiration of the term of this Agreement, Executive shall not be entitled to any
benefits  under this  Agreement.  This  statement,  however,  shall not preclude
Executive   from  any  payments  or  benefits   available   to  Executive   from
participation in Company-sponsored plans or programs.

5. DESIGNATION OF BENEFICIARIES

If Executive should die while receiving Base  Compensation  payments pursuant to
Paragraph 4, the remaining Base Compensation payments which would have been paid
to  Executive  if he had lived shall be paid as  designated  by Executive on his
Company  Beneficiary  Designation  Form. Such payments shall be made at the same
time and in the same manner as if Executive  were alive to receive the payments,
except in such cases where a different payment schedule is provided, or in other
company-sponsored plans or programs.

The  filing  of a new  Company  Beneficiary  Designation  Form will  cancel  all
designations  previously  filed. Any finalized divorce or marriage (other than a
common-law  marriage)  of  Executive  subsequent  to the  date  of  filing  of a
beneficiary designation shall revoke such designation, unless:

     (a) In the case of  divorce,  the  previous  spouse was not  designated  as
     beneficiary, and

     (b) In the case of marriage,  Executive's  new spouse had  previously  been
     designated as beneficiary.

The spouse of a married Executive shall join in any designation of a beneficiary
other than the spouse.

If Executive  fails to designate a beneficiary as provided for above,  or if the
beneficiary  designation is revoked by marriage,  divorce,  or otherwise without
execution of a new  designation,  then the Company's Board (or its  Compensation
Committee it one exists)  shall direct the  distribution  of any benefits  under
this Agreement to Executive's estate.




6. DUTIES OF EXECUTIVE

Executive as Chief  Financial  Offer agrees to devote  substantially  all of his
time and energy to the performance of the duties of that position so long as his
employment  in that  position  shall be continued by DCXI.  Notwithstanding  the
above,  Executive  shall be permitted to serve as a Director or Trustee of other
organizations,  provided such service does not prevent Executive from performing
his duties under this Agreement.

7. MITIGATION AND OFFSET

Executive  shall not be required to mitigate the amount of any payment  provided
for in this  Agreement by seeking  employment  or  otherwise,  nor to offset the
amount of any payment  provided  for in this  Agreement  by amounts  earned as a
result of  Executive's  employment  or  self-employment  during the period he is
entitled to such payment.

8. TAX "GROSS-UP" PROVISION

If any  payments  due  Executive  under  this  Agreement  result in  Executive's
liability for an excise tax ("parachute tax") under Section 4999 of the Internal
Revenue  Code of  1986,  as  amended  (the  "Code"),  the  Company  will  pay to
Executive, after deducting any Federal, state or local income tax imposed on the
payment,  an amount  sufficient to fully satisfy the "parachute  tax" liability.
Such payment  shall be made to Executive not later than 30 days prior to the due
date of the "parachute tax."

9. SUCCESSORS

The rights  and  duties of a party  hereunder  shall not be  assignable  by that
party; provided, however, that this Agreement shall be binding upon and inure to
the benefit of any  successor of DCXI,  and any such  successor  shall be deemed
substituted  for DCXI under the terms of this  Agreement.  The term successor as
used herein shall include any person, firm, corporation or other business entity
which  at  any  time,  by  merger,  purchase  or  otherwise,   acquires  all  or
substantially all of the assets or business of DCXI.




This  Agreement  shall also be binding  upon and shall  inure to the  benefit of
Executive, Executive's heirs, executors, administrators and beneficiaries.

10. ENTIRE AGREEMENT

With respect to the matters specified herein, this Agreement contains the entire
agreement  between  the  parties  and  supersedes  all  prior  oral and  written
agreements,  understandings and commitments between the parties.  This Agreement
shall not affect the provisions of any other  compensation,  retirement or other
benefit  programs  of DCXI to  which  Executive  is a party  or of which he is a
beneficiary.  No  amendments  to this  Agreement  may be made  except  through a
written document signed by both parties.

11. VALIDITY

In the event that any provision of this Agreement is held to be invalid, void or
unenforceable,  the same  shall  not  affect,  in any  respect  whatsoever,  the
validity of any other provision of the Agreement.

12.  PARAGRAPHS AND OTHER HEADINGS

Paragraphs  and other  headings  contained in this  Agreement  are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

13.  NOTICE

Any noticed or demand  required or  permitted  to be given under this  Agreement
shall  be made in  writing  and  shall be  deemed  effective  upon the  personal
delivery thereof is delivered or, if by express delivery service, 24 hours after
placing in the control of the express delivery  service;  or if mailed, 48 hours
after having been  deposited in the United  States mail,  postage  prepaid,  and
addressed in the case of DCXI to its then principal place of business, presently
200 West Forsyth Street, Suite 803, Jacksonville Florida 32222 , and in the case
of Executive to:

Mr. Robert S. Vail, CPA
5210 Lodge Creek Drive
Houston, Texas 77066

Either party may change the address to which such notices are to be addressed by
giving the other party notice in the manner herein set forth.

14. ATTORNEYS' FEES

In any action at law or in equity to  enforce  any of the  provisions  or rights
under this Agreement,  the unsuccessful party to such litigation,  as determined
by the Court in a final judgment or decree,  shall pay the  successful  party or
parties all costs,  expenses and reasonable  attorneys' fees incurred therein by
such party or parties  (including  without  limitation such costs,  expenses and
fees on any  appeals),  and if such  successful  party or parties  shall recover
judgment in any such action or proceeding,  such costs,  expenses and attorneys'
fees shall be included as part of such judgment.

Notwithstanding the foregoing provision,  in no event shall the successful party
or parties be entitled to recover  any amount  from the  unsuccessful  party for
costs,  expenses and attorneys' fees that exceed the unsuccessful party's costs,
expenses and attorneys' fees in connection with the action or proceeding.




15. WITHHOLDING TAXES

To the extent  required by law,  the Company  shall  withhold  from any payments
under this Agreement any applicable federal, state or local taxes.

16. INDEMNIFICATION

So long as  Executive  is not  found by a court of law to be guilty of a willful
and material breach of this agreement,  or to be guilty of gross misconduct,  he
shall be indemnified from and against any and all losses, liability,  claims and
expenses, damages, or causes of action, proceeding or investigations, or threats
thereof (including reasonable attorney fees and expenses of counsel satisfactory
to and  approved  by  Executive)  incurred  by  Executive,  arising  out of,  in
connection with, or based upon  Executive's  services and the performance of his
duties pursuant to this Employment  Agreement,  or any other matter contemplated
by this  Employment  Agreement,  whether or not resulting in any such  liability
subject  to  such   limitations  as  are  provided  by  the  Colorado   Business
Corporations  Act; and Executive  shall be reimbursed by the Company as and when
incurred for any reasonable  legal and other  expenses  incurred by Executive in
connection with investigating or defending against any such loss, claim, damage,
liability,  action  proceeding,  investigation  or threat thereof,  or producing
evidence,  producing  documents  or taking any other  action in respect  thereto
(whether or not Executive is a defendant in or target of such action, proceeding
or  investigation),  subject to such limitations as are provided by the Colorado
Business Corporations Act.

17.  APPLICABLE LAW AND DISPUTE RESOLUTION

To the full extent  controllable  by stipulation of the parties,  this Agreement
shall be  interpreted  under  Florida  law.  All  disputes  arising  out of this
Agreement will be settled by binding arbitration in Jacksonville, Florida with a
representative of the American Arbitration Association.

IN WITNESS  THEREOF,  DCX, Inc. has caused this  Agreement to be executed by its
duly authorized  representatives and Executive has affixed his signature,  as of
the date first above written.

For DCX, Inc.                                       Executive

/s/ Stephen Carreker                                /s/ Robert s. Vail
- -----------------------                             ----------------------------
Stephen Carreker                                    Robert S. Vail, CPA
Chief Executive Officer


Dated : 3/18/1998                                   Dated: 3/18/1998