THIS AGREEMENT is made on and as of February 12, 2001 (the "Agreement Date") by and between
ANTHONY P. JOHNS ("Employee") and CTI GROUP (HOLDINGS) INC., a Delaware corporation
A. Employee is and has been for approximately ten years the President and Chief Executive Officer of Company.
B. Company is a party to that certain Agreement and Plan of Merger dated February 2, 2000, as amended,
pursuant to which Company will be the surviving corporation of the merger contemplated therein (the
C. Company desires to employ Employee, and Employee desires to be employed by Company, upon the
conditions and terms herein set forth.
D. The execution of this Agreement is a condition to the consummation of the Transaction.
NOW, THEREFORE, intending to be legally bound hereby, and in consideration of the mutual covenants set
forth herein, Employee and Company agree as follows:
1. Employment and Duties. Company shall employ Employee as Company's President and Chief Executive
Officer during the term of employment set forth in Section 2 hereof. Employee shall have full and exclusive
responsibility for the management of the day-to-day operations of Company, subject to the direction of
Company's Board of Directors (the "Board"). Employee shall also have such other responsibilities and duties,
consistent with his position and expertise, as may from time to time be prescribed by the Board. Employee shall
devote his full time, energy, skill and best efforts to the business and affairs of Company, and shall not, during the
term of this Agreement, be engaged in any other business activity whether or not such business activity is pursued
for gain, profit or other pecuniary advantage; provided, however, that nothing contained herein shall be construed
as preventing Employee from (i) engaging in charitable activities, or (ii) serving as a member of the board of
directors of an entity so long as such entity does not, directly or indirectly,