EXHIBIT 10.6
                               NEWMARK HOMES CORP.

                              EMPLOYMENT AGREEMENT

This  Employment Agreement (this "Agreement") is made as of January 1, 1998 (the
"Effective  Date")  by  and  between  PACIFIC UNITED DEVELOPMENT CORP., a Nevada
corporation  (the  "Employer"),  and  COLEMAN BRADLEY, an individual residing in
Frisco,  Texas  (the  "Employee").

                                    RECITALS

The  Employer,  its  divisions,  subsidiaries, and other affiliated entities are
primarily  engaged in the business of constructing single family residences.  It
is the intent and purpose of the parties hereto to specify in this Agreement the
terms  and  conditions  of  Employee's  employment  with  the  Employer.

                                    AGREEMENT

The  parties,  intending  to  be  legally  bound,  agree  as  follows:

1.   DEFINITIONS

For  the  purposes  of  this  Agreement,  the  following terms have the meanings
specified  or  referred  to  in  this  Section  1.

     "Agreement"--this Employment Agreement, as amended from time to time.
      ---------

     "Base  Salary"--as  defined  in  Section  3.1(a).
      ------------

     "Basic  Compensation"  means  Base  Salary  and  Benefits.
      -------------------

     "Benefits"--as  defined  in  Section  3.1(b).
      --------

     "Board  of  Directors"  means the  board  of  directors  of  the  Employer.
      --------------------

     "Confidential  Information" means any and all intellectual  property of the
      -------------------------
     Employer (or any of its affiliates), including but not limited to:


     (a)  trade secrets  concerning the business and affairs of the Employer (or
          any  of  its  affiliates),  product  specifications,  data,  know-how,
          formulae,  compositions,  processes,  designs, sketches,  photographs,
          graphs,  drawings,  samples,  inventions and ideas, past, current, and
          planned research and development, current and planned manufacturing or
          distribution  methods  and  processes,  customer  lists,  current  and
          anticipated  customer  requirements,   price  lists,  market  studies,
          business plans,  computer software and programs (including object code
          and  source  code),  computer  software  and  database   technologies,
          systems,   structures,   and  architectures   (and  related  formulae,
          compositions,  processes, improvements, devices, know-how, inventions,
          discoveries,  concepts, ideas, designs, methods and information),  and
          any other  information,  however  documented,  that is a trade  secret
          under federal, state or other applicable law; and

<PAGE>
     (b)  information  concerning  the  business and affairs of the Employer (or
          any  of  its   affiliates)   (which  includes   historical   financial
          statements,   financial   projections  and  budgets,   historical  and
          projected  sales,  capital  spending  budgets and plans, the names and
          backgrounds  of key personnel,  personnel  training and techniques and
          materials), however documented; and

     (c)  notes, analysis, compilations,  studies, summaries, and other material
          prepared by or for the Employer (or any of its affiliates)  containing
          or based,  in whole or in part,  on any  information  included  in the
          foregoing.

     "Disability"--as  defined  in  Section  4.2.
      ----------

     "Effective  Date"  means  the  date  stated  in the first paragraph of this
      ---------------
     Agreement.

     "Employee Invention" means any idea,  invention,  technique,  modification,
      ------------------
     process, or improvement  (whether patentable or not), any industrial design
     (whether  registerable  or not),  any mask work,  however fixed or encoded,
     that is suitable to be fixed,  embedded or  programmed  in a  semiconductor
     product (whether recordable or not), and any work of authorship (whether or
     not copyright  protection  may be obtained for it) created,  conceived,  or
     developed by the  Employee,  either solely or in  conjunction  with others,
     during the Employment  Period or at any time prior to the Employment Period
     that  Employee  was an employee of  Employer,  or a period that  includes a
     portion of the Employment Period,  that relates in any way to, or is useful
     in any manner in, the  business  then being  conducted  or  proposed  to be
     conducted  by the  Employer,  and any such item  created  by the  Employee,
     either solely or in conjunction with others,  following  termination of the
     Employee's  employment  with  the  Employer,  that  is  based  upon or uses
     Confidential Information.

     "Employment Period" means the term of the Employee's  employment under this
      -----------------
     Agreement.


     "Fiscal  Year"  means  the  Employer's  fiscal  year,  as it  exists on the
      ------------
     Effective Date or as changed from time to time. -

     "For  cause"--as  defined  in  Section  4.3.
      ----------

     "Person"  means  any  individual,   corporation  (including  any  nonprofit
      ------
     corporation),  general or limited  partnership,  limited liability company,
     joint venture, estate, trust, business trust, association, organization, or
     governmental body.

<PAGE>

     "Post-Employment  Period"--  as  defined  in  Section  5.2.
      -----------------------

2.   EMPLOYMENT TERMS AND DUTIES

2.1  EMPLOYMENT

     The Employer  hereby employs the Employee,  and the Employee hereby accepts
     employment by the Employer, upon the terms and conditions set forth in this
     Agreement.

<PAGE>
2.2  TERM

     The term of the Employee's  employment  under this Agreement shall commence
     on the  Effective  Date and end on December  31,  2002,  unless  terminated
     earlier in accordance with the provisions of Section 4 herein. Employer and
     Employee  may extend the term of this  Agreement  by execution of a written
     amendment hereto, setting forth the terms of such extension. If the parties
     fail to execute such written amendment, but the employment relationship has
     continued by mutual  consent,  then the terms of such  employment  shall be
     deemed to be on a month-to-month basis.

2.3  DUTIES

     The Employee  will serve as President  and Chief  Executive  Officer of the
     Employer  for the term of this  Agreement  and will have such duties as are
     assigned  or  delegated  to the  Employee  by the  Board  of  Directors  of
     Employer.  The  Employee  will devote his full  business  time,  attention,
     skill, and energy exclusively to the business of the Employer, will use his
     best efforts to promote the success of the  Employer's  business,  and will
     cooperate  fully with the Board of Directors of Employer in the advancement
     of the  best  interests  of the  Employer.  Nothing  in this  Section  2.3,
     however,  will prevent the Employee from engaging in additional  activities
     in connection with personal  investments and community affairs that are not
     inconsistent  with the  Employee's  duties  under  this  Agreement.  If the
     Employee  is  elected  an  officer  of any of  Employer's  affiliates,  the
     Employee  will  fulfill  his  duties  as such  officer  without  additional
     compensation.

3.   COMPENSATION

     The  compensation  and other  benefits  payable to the Employee  under this
     Agreement  shall  constitute  the  full  consideration  to be  paid  to the
     Employee for all services to be rendered by the Employee for the  Employer,
     its divisions, subsidiaries and other affiliated entities.

3.1  BASIC COMPENSATION

     (a)  The Employee  will be paid an annual  salary as set forth below ("Base
          Salary"),  which  will  be  payable  in  equal  periodic  installments
          according to the Employer's  customary payroll practices,  but no less
          frequently than monthly.

<TABLE>
<CAPTION>
Calendar Year  Base Salary
-------------  -----------
<S>            <C>
1998           $250,000.00
1999           $275,000.00
2000           $300,000.00
2001           $325,000.00
2002           $350,000.00
</TABLE>

<PAGE>
     (b)  The  Employee  will,  during the  Employment  Period,  be permitted to
          participate  in  such  pension,   profit   sharing,   life  insurance,
          hospitalization, major medical and other employee benefit plans of the
          Employer  that  may be in  effect  from  time to time,  to the  extent
          Employee is eligible under the terms of those plans (collectively, the
          "Benefits").

     (c)  Employee  will be eligible  to  participate  in an annual  bonus plan,
          which will be consistent  with previous bonus plans,  except as agreed
          to between  Employee  and Employer at the  beginning of each  calendar
          year (the "Bonus Plan").

4.   TERMINATION

4.1  EVENTS OF TERMINATION

     The Employment Period, the Employee's Basic  Compensation,  and any and all
     other  rights of the  Employee  under this  Agreement  or  otherwise  as an
     employee of the Employer will  terminate  (except as otherwise  provided in
     this Section 4):

     (a)  upon the death of the Employee;

     (b)  upon the  disability  of the  Employee  (as  defined in  Section  4.2)
          immediately upon notice from either party to the other;

     (c)  for cause (as defined in Section  4.3),  immediately  upon notice from
          the Employer to the Employee, or at such later time as such notice may
          specify; or

     (d)  on December 31, 2002.

4.2  DEFINITION OF DISABILITY

     For  purposes  of  Section  4.1,  the  Employee  will be  deemed  to have a
     "disability" if, for physical or mental reasons,  the Employee is unable to
     perform  the  essential  functions  of the  Employee's  duties  under  this
     Agreement  for 120  consecutive  days,  or 180 days  during any twelve (12)
     month  period,  as  determined  in  accordance  with this  Section 4.2. The
     disability of the Employee will be determined by a medical doctor  selected
     by written  agreement of the Employer and the Employee  upon the request of
     either  party by notice to the  other.  If the  Employer  and the  Employee
     cannot agree on the selection of a medical doctor, each of them will select
     a  medical  doctor  and the two (2)  medical  doctors  will  select a third
     medical  doctor who will  determine  whether the Employee has a disability.
     The  determination  of the medical  doctor  selected under this Section 4.2
     will be binding on both  parties.  The Employee must submit to a reasonable
     number of  examinations by the medical doctor making the  determination  of
     disability  under this Section 4.2, and the Employee hereby  authorizes the
     disclosure  and  release  to the  Employer  of such  determination  and all
     supporting medical records.  If the Employee is not legally competent,  the
     Employee's legal guardian or duly authorized  attorney-in-fact  will act in
     the  Employee's  stead,  under  this  Section  4.2,  for  the  purposes  of
     submitting   the  Employee  to  the   examinations,   and   providing   the
     authorization of disclosure, required under this Section 4.2.

<PAGE>
4.3  DEFINITION OF "FOR CAUSE"

     For  purposes  of  Section  4.1,  the phrase  "for  cause"  means:  (a) the
     commission of fraud, theft, embezzlement,  or similar malfeasance involving
     moral  turpitude or the conviction  of, or plea of nolo  contendere to, any
     felony; (b) gross negligence,  nonfeasance,  dishonesty, willful misconduct
     or substantial  failure to perform employment duties in a manner consistent
     with normal standards of job performance after prior evaluation and warning
     related to such standards of job performance;  or (c) the appropriation (or
     attempted   appropriation)  of  a  material  business  opportunity  of  the
     Employer.

4.4  TERMINATION PAY

     Effective  upon the  termination  of this  Agreement,  the Employer will be
     obligated  to pay  the  Employee  (or,  in the  event  of  his  death,  his
     designated  beneficiary  as defined  below)  only such  compensation  as is
     provided  in this  Section  4.4,  and in lieu of all other  amounts  and in
     settlement and complete release of all claims the Employee may have against
     the Employer.  For purposes of this Section 4.4, the Employee's  designated
     beneficiary will be such individual  beneficiary or trust,  located at such
     address,  as the Employee may designate by notice to the Employer from time
     to time or, if the Employee  fails to give notice to the Employer of such a
     beneficiary, the Employee's estate.

     (a)  Termination by the Employer for Cause. If the Employer terminates this
          --------------------------------------
          Agreement  for cause,  the  Employee  will be  entitled to receive his
          accrued,   but  unpaid,   Base  Salary  only  through  the  date  such
          termination is effective.  If the Employer  terminates  this Agreement
          for cause,  as defined in  Section  4.3(a) or 4.3(c),  Employee  shall
          forfeit  his  rights to any  payment  under  any  Bonus  Plan in which
          Employee  participated  at the  time of  termination,  whether  or not
          payments  under such Bonus Plan have been accrued by Employer.  If the
          Employer  terminates  this Agreement for cause,  as defined in Section
          4.3(b),  Employee shall be entitled to receive a pro-rated  portion of
          any payment under any Bonus Plan in which Employee participated at the
          time of  termination,  based on the actual days worked by the Employee
          during  the  fiscal  year on which the Bonus  Plan is based.  Employee
          shall  not be  released  from the  covenants  contained  in  Section 5
          hereof.

     (b)  Termination upon Disability. If this Agreement is terminated by either
          ----------------------------
          party as a result of the Employee's  disability,  as determined  under
          Section 4.2,  the  Employer  will pay the Employee (i) his Base Salary
          through  the  remainder  of  the  calendar  month  during  which  such
          termination  is effective and (ii) a pro-rated  portion of any payment
          under any Bonus  Plan in which  Employee  participated  at the time of
          termination,  based on the actual days worked by the  Employee  during
          the fiscal year on which the Bonus Plan is based.

<PAGE>
     (c)  Termination upon Death. If this Agreement is terminated because of the
          -----------------------
          Employee's  death,  the Employee's  estate will be entitled to receive
          (i) his Base Salary through the end of the calendar month in which his
          death  occurs and (ii) a pro-rated  portion of any  payment  under any
          Bonus Plan in which Employee  participated at the time of termination,
          based on the actual days worked by the Employee during the fiscal year
          on which the Bonus Plan is based.

     (d)  Termination  on December  31,  2002.  If on December  31,  2002,  this
          ------------------------------------
          Agreement  terminates  because the parties  have not extended the Term
          (as provide in Section 2.2 hereof),  the Employee shall be entitled to
          receive (i) any unpaid Base Salary accrued through  December 31, 2002,
          and (ii) a pro-rated  portion of any  payment  under any Bonus Plan in
          which Employee  participated at the time of termination,  based on the
          actual months  worked by the Employee  during the fiscal year on which
          the Bonus  Plan is based.  Employee  shall  not be  released  from the
          covenants  contained  in  Section 5  hereof,  provided  however,  that
          Employer  shall pay Employee an amount equal to one years Base Salary.
          Such   amount   shall  be  payable  in  twelve   (12)  equal   monthly
          installments,  determined by dividing  Employee's Base Salary,  on the
          last day of Employee's employment with Employer, by 12, with the first
          such  installment  being due and payable on the last day of Employee's
          employment with Employer, and the remaining installments being due and
          payable on the same date in each succeeding month. Employer shall have
          the  right,  at any  time,  to  release  Employee  from the  covenants
          contained  in  Section 5 hereof,  at which  time  Employee's  right to
          receive and  Employer's  obligation  to make any  installment  payment
          shall terminate.

     (e)  Termination  after  December  31,  2002.  In the  event  Employer  and
          ----------------------------------------
          Employee agree to continue  Employee's  employment with Employer after
          December 31, 2002,  pursuant to the terms of Section 2.2 hereof,  such
          employment shall be continued,  unless otherwise agreed in writing, on
          a month to month  basis and on the same  terms and  conditions  as set
          forth  herein,  and may be terminated by Employer (i) at any time upon
          thirty (30) days notice, or (ii)  immediately,  provided that Employer
          shall pay  Employee in a lump sum,  an amount  equal to one (1) months
          Base Salary. Employee shall be entitled to receive a pro-rated portion
          of any payment under any Bonus Plan in which Employee  participated at
          the time of  termination,  based on the  actual  months  worked by the
          Employee  during  the  fiscal  year on which the Bonus  Plan is based.
          Employee shall not be released from the covenants contained in Section
          5 hereof, provided however, that Employer shall pay Employee an amount
          equal to one years Base Salary. Such amount shall be payable in twelve
          (12) equal monthly  installments,  determined  by dividing  Employee's
          Base Salary,  on the last day of Employee's  employment with Employer,
          by 12,  with the first such  installment  being due and payable on the
          last day of Employee's  employment  with  Employer,  and the remaining
          installments being due and payable on the same date in each succeeding
          month. Employer shall have the right, at any time, to release Employee
          from the  covenants  contained  in  Section  5 hereof,  at which  time
          Employee's  right to receive  and  Employer's  obligation  to make any
          installment payment shall terminate.

<PAGE>
          In the event that Employer  terminates  Employee for cause, as defined
          in Section 4.3, then the provisions of this Section 4.4(e)(i) and (ii)
          shall not apply,  and  Employee  will be entitled to receive  only his
          accrued,  but unpaid, Base Salary through the date such termination is
          effective  and  Employee  shall  not be  released  from the  covenants
          contained  in  Section  5  hereof.  If the  Employer  terminates  this
          Agreement for cause, as defined in Section 4.3(a) or 4.3(c),  Employee
          shall  forfeit his rights to any payment under any Bonus Plan in which
          Employee  participated  at the  time of  termination,  whether  or not
          payments  under such Bonus Plan have been accrued by Employer.  If the
          Employer  terminates  this Agreement for cause,  as defined in Section
          4.3(b),  Employee shall be entitled to receive a pro-rated  portion of
          any payment under any Bonus Plan in which Employee participated at the
          time of  termination,  based on the actual days worked by the Employee
          during the fiscal year on which the Bonus Plan is based.

     (f)  Benefits.  The  Employee's  accrual  of,  or  participation  in  plans
          ---------
          providing  for,  Benefits,  will  cease at the  effective  date of the
          termination  of  this  Agreement,  except  as  otherwise  specifically
          provided in writing in the  documentation  for any such  Benefit.  The
          Employee will not receive,  as part of his termination pay pursuant to
          this Section 4, any payment or other  compensation  for any  vacation,
          holiday,  sick leave,  or other leave unused on the date the notice of
          termination is given under this Agreement,  unless Employer's  written
          personnel policies provide otherwise.

5.   NON-COMPETITION AND NON-INTERFERENCE

5.1  ACKNOWLEDGMENTS BY THE EMPLOYEE

     The  Employee  acknowledges  that:  (a) the services to be performed by him
     under this Agreement are of a special, unique, unusual, extraordinary,  and
     intellectual  character,  and (b) the  provisions  of  this  Section  5 are
     reasonable  and  necessary  to  protect  the  goodwill  and other  business
     interests of Employer.

5.2  COVENANTS OF THE EMPLOYEE

     In  consideration  of  the   acknowledgments   by  the  Employee,   and  in
     consideration  of the  compensation  and benefits to be paid or provided to
     the  Employee by the  Employer,  the Employee  covenants  that he will not,
     directly or indirectly:

<PAGE>
     (a)  during the Employment  Period,  except in the course of his employment
          hereunder,  and during the Post-Employment  Period (as defined below),
          without the express prior written  consent of Employer (as  authorized
          by its board of directors),  as owner,  officer,  director,  employee,
          stockholder,   principal,   consultant,   agent,  lender,   guarantor,
          cosigner,  investor  or  trustee  of  any  corporation,   partnership,
          proprietorship,  joint venture, association or any other entity of any
          nature,  engage,  directly or  indirectly,  in any business of siting,
          permitting,  developing,  constructing, or selling single-family homes
          in (i) the following counties in the State of Texas: (1) Harris County
          and all  contiguous  counties,  (2) Travis  County and all  contiguous
          counties,  (3) Bexar County, and all contiguous  counties,  (4) Dallas
          County  and all  contiguous  counties,  and (5) any  county  in  which
          Employer has homebuilding  activity during the Employment  Period, and
          (ii) the following counties in the State of Tennessee:  (1) Williamson
          County  and all  contiguous  counties,  and (2) any  county  in  which
          Employer engages in business during the Employment  Period,  provided,
          however,  that the Employee  may  purchase or otherwise  acquire up to
          (but not more than) one percent (1%) of any class of securities of any
          enterprise (but without  otherwise  participating in the activities of
          such  enterprise)  if such  securities  are listed on any  national or
          regional  securities  exchange or have been  registered  under Section
          12(g) of the Securities Exchange Act of 1934;

     (b)  whether for the Employee's own account or for the account of any other
          person,  at any time  during the  Employment  Period  (except  for the
          account  of  Employer  and its  affiliates)  and  the  Post-Employment
          Period,  solicit business of the same or similar type being carried on
          by the  Employer,  from  any  person  known  by the  Employee  to be a
          customer of the  Employer,  whether or not the  Employee  had personal
          contact  with such  person  during  and by  reason  of the  Employee's
          employment with the Employer;

     (c)  whether  for the  Employee's  own  account or the account of any other
          person  (i)  at  any  time  during  the  Employment   Period  and  the
          Post-Employment  Period,  solicit,  employ,  or otherwise engage as an
          employee,  independent contractor,  or otherwise, any person who is an
          employee  of the  Employer,  or in any  manner  induce,  or attempt to
          induce,  any employee of the Employer to terminate his employment with
          the  Employer;  or (ii) at any time during the  Employment  Period and
          Post  Employment  Period,  interfere with the Employer's  relationship
          with any  person,  including  any  person,  who at any time during the
          Employment Period, was an employee, contractor,  supplier, or customer
          of the  Employer;  provided,  however,  that  nothing in this  Section
          5.2(c)(ii)  shall preclude  Employee from  soliciting or employing any
          person, who was employed by Employer, after six (6) months have lapsed
          from the last date of the former employee's  employment with Employer;
          or

     (d)  at any time  during  or after the  Employment  Period,  disparage  the
          Employer or any of its shareholders,  parents, affiliates,  directors,
          officers, employees, or agents.

     The term  "Post-Employment  Period" means the one (1) year period beginning
     on the date of termination of the Employee's employment with the Employer.

     If any covenant in this Section 5.2 is held to be unreasonable,  arbitrary,
     or against public policy,  such covenant will be considered to be divisible
     with respect to scope,  time, and  geographic  area, and such lesser scope,
     time,  or  geographic  area,  or all  of  them,  as a  court  of  competent
     jurisdiction may determine to be reasonable, not arbitrary, and not against
     public policy,  will be effective,  binding,  and  enforceable  against the
     Employee.  Employee  hereby  agrees that this  covenant  is a material  and
     substantial part of this Agreement and that (i) the geographic  limitations
     are  reasonable;  (ii) the one (1) year term of the covenant is reasonable;
     and (iii) the covenant is not made for the purpose of limiting  competition
     per se and is reasonably related to a protectable  business interest of the
     Employer.

     The period of time  applicable  to any covenant in this Section 5.2 will be
     extended by the duration of any violation by the Employee of such covenant.

<PAGE>
     The Employee will,  while the covenant under this Section 5.2 is in effect,
     give notice to the Employer, within ten (10) days after accepting any other
     employment,  of the identity of the Employee's  employer.  The Employer may
     notify such employer that the Employee is bound by this  Agreement  and, at
     the  Employer's  election,  furnish  such  employer  with  a copy  of  this
     Agreement or relevant portions thereof.

6.   NON-DISCLOSURE COVENANT; EMPLOYEE INVENTIONS

6.1  ACKNOWLEDGMENTS BY THE EMPLOYEE

     The Employee  acknowledges  that (a) during the Employment  Period and as a
     part  of  his   employment,   the  Employee  will  be  afforded  access  to
     Confidential  Information;  (b)  public  disclosure  of  such  Confidential
     Information  could have an adverse effect on the Employer and its business;
     (c) because the Employee  possesses  substantial  technical  expertise  and
     skill with respect to the  Employer's  business,  the  Employer  desires to
     obtain  exclusive  ownership of each Employee  Invention,  and the Employer
     will be at a substantial  competitive  disadvantage  if it fails to acquire
     exclusive ownership of each Employee  Invention;  and (d) the provisions of
     this Section 6 are  reasonable and necessary to prevent the improper use or
     disclosure  of  Confidential  Information  and to provide the Employer with
     exclusive ownership of all Employee Inventions.

6.2  AGREEMENTS OF THE EMPLOYEE

     In consideration of the compensation and benefits to be paid or provided to
     the Employee by the Employer under this Agreement,  the Employee  covenants
     as follows:

     (a)  Confidentiality.
          ----------------

          (i)  During and following  the  Employment  Period,  the Employee will
               hold in  confidence  the  Confidential  Information  and will not
               disclose  it to any  person  other  than in  connection  with the
               performance of his duties and obligations hereunder,  except with
               the specific  prior written  consent of the Employer or except as
               otherwise expressly permitted by the terms of this Agreement.

          (ii) Any trade  secrets of the Employer will be entitled to all of the
               protections and benefits under the federal and state trade secret
               and  intellectual  property laws and any other applicable law. If
               any  information  that the Employer deems to be a trade secret is
               found  by a court  of  competent  jurisdiction  not to be a trade
               secret for purposes of this  Agreement,  such  information  will,
               nevertheless, be considered Confidential Information for purposes
               of this  Agreement.  The Employee  hereby waives any  requirement
               that the Employer submit proof of the economic value of any trade
               secret or post a bond or other security.

          (iii)None of the foregoing  obligations  and  restrictions  applies to
               any  part  of the  Confidential  Information  that  the  Employee
               demonstrates  was or became  generally  available  to the  public
               other than as a result of a disclosure by the Employee.

<PAGE>
          (iv) The Employee will not remove from the Employer's premises (except
               to the extent such removal is for purposes of the  performance of
               the Employee's  duties at home or while  traveling,  or except as
               otherwise specifically  authorized by the Employer) any document,
               record,  notebook,  plan, model,  component,  device, or computer
               software or code, whether embodied in a disk or in any other form
               belonging  to  the  Employer  or  used  in  Employer's   business
               (collectively,  the "Proprietary Items"). The Employee recognizes
               that,  as  between  the  Employer  and the  Employee,  all of the
               Proprietary Items, whether or not developed by the Employee,  are
               the exclusive property of the Employer.  Upon termination of this
               Agreement,  or  upon  the  request  of the  Employer  during  the
               Employment  Period,  the Employee will return to the Employer all
               of the Proprietary Items in the Employee's  possession or subject
               to the Employee's control,  and the Employee shall not retain any
               copies, abstracts,  sketches, or other physical embodiment of any
               of the Proprietary Items.

     (b)  Employee  Inventions.  Each Employee Invention will belong exclusively
          ---------------------
          to the Employer.  The Employee acknowledges that all of the Employee's
          writing,  works of authorship and other Employee  Inventions are works
          made  for  hire  and  the  property  of the  Employer,  including  any
          copyrights,  patents, or other intellectual property rights pertaining
          thereto.  If it is  determined  that any such works are not works made
          for hire,  the  Employee  hereby  assigns to the  Employer  all of the
          Employee's  right,  title,  and  interest,  including  all  rights  of
          copyright,  patent, and other  intellectual  property rights, to or in
          such  Employee  Inventions.   The  Employee  covenants  that  he  will
          promptly:

          (i)  disclose to the Employer in writing any Employee Invention;

          (ii) assign to the Employer or to a party  designated by the Employer,
               at the Employer's  request and without  additional  compensation,
               all of the  Employee's  right to the Employee  Invention  for the
               United States and all foreign jurisdictions;

          (iii)execute  and   deliver  to  the   Employer   such   applications,
               assignments,  and other  documents as the Employer may request in
               order to apply for and obtain patents or other registrations with
               respect to any Employee  Invention  in the United  States and any
               foreign jurisdictions;

          (iv) sign  all  other   papers   necessary  to  carry  out  the  above
               obligations; and

          (v)  give  testimony  and  render  any other  assistance  but  without
               expense to the  Employee in support of the  Employer's  rights to
               any Employee Invention. 

6.3  DISPUTES OR CONTROVERSIES

<PAGE>
     The Employee  recognizes that should a dispute or controversy  arising from
     or relating to this Agreement be submitted for  adjudication  to any court,
     arbitration panel, or other third party, the preservation of the secrecy of
     Confidential  Information  may be  jeopardized.  All pleadings,  documents,
     testimony, and records relating to any such adjudication will be maintained
     in secrecy  and will be  available  for  inspection  by the  Employer,  the
     Employee,  and their respective  attorneys and experts,  who will agree, in
     advance and in writing,  to receive and  maintain all such  information  in
     secrecy, except as may be limited by them in writing.

7.   GENERAL PROVISIONS

7.1  INJUNCTIVE RELIEF AND ADDITIONAL REMEDY

     The  Employee  acknowledges  that the injury  that would be suffered by the
     Employer  as a  result  of a breach  of the  provisions  of this  Agreement
     (including any provision of Sections 5 and 6) would be irreparable and that
     an award of monetary  damages to the Employer for such a breach would be an
     inadequate  remedy.  Consequently,  the  Employer  will have the right,  in
     addition to any other rights it may have,  to obtain  injunctive  relief to
     restrain  any breach or  threatened  breach or  otherwise  to  specifically
     enforce any provision of this  Agreement.  Without  limiting the Employer's
     rights under this Section 7 or any other  remedies of the Employer,  if the
     Employee breaches any of the provisions of Sections 5 and 6 and such breach
     is proven in a court of competent jurisdiction,  the Employer will have the
     right to cease making any payments otherwise due to the Employee under this
     Agreement.

7.2  COVENANTS OF SECTIONS 5 AND 6 ARE ESSENTIAL AND INDEPENDENT COVENANTS

     The covenants by the Employee in Sections 5 and 6 are essential elements of
     this  Agreement,  and without the Employee's  agreement to comply with such
     covenants,  the  Employer  would not have  entered  into this  Agreement or
     continued the  employment  of the  Employee.  The Employer and the Employee
     have independently consulted their respective counsel and have been advised
     in all  respects  concerning  the  reasonableness  and  propriety  of  such
     covenants,  with specific regard to the nature of the business conducted by
     the Employer.

     The Employee's  covenants in Section 5 and 6 are independent  covenants and
     the existence of any claim by the Employee  against the Employer under this
     Agreement  or  otherwise  will not  excuse  the  Employee's  breach  of any
     covenant in Sections 5 or 6.

<PAGE>
     If the  Employee's  employment  hereunder  expires or is  terminated,  this
     Agreement  will  continue  in full  force  and  effect as is  necessary  or
     appropriate  to enforce the  covenants  and  agreements  of the Employee in
     Sections 5 and 6.

7.3  LEGAL RECOURSE

     Employee  further  agrees  that these  covenants  are made to  protect  the
     legitimate  business interests of the Employer.  Employee  understands as a
     part of these  covenants  that the  Employer  intends to exercise  whatever
     legal  recourse  against  him  for any  breach  of  this  Agreement  and in
     particular, for any breach of these covenants.

<PAGE>
8.   GENERAL PROVISIONS

8.1  WAIVER

     The rights and remedies of the parties to this Agreement are cumulative and
     not  alternative.  Neither  the  failure  nor any delay by either  party in
     exercising any right, power, or privilege under this Agreement will operate
     as a waiver of such right,  power,  or privilege,  and no single or partial
     exercise of any such right,  power, or privilege will preclude any other or
     further exercise of such right,  power, or privilege or the exercise of any
     other  right,  power,  or  privilege.  To the maximum  extent  permitted by
     applicable  law, (a) no claim or right arising out of this Agreement can be
     discharged by one party,  in whole or in part, by a waiver or  renunciation
     of the claim or right unless in writing  signed by the other party;  (b) no
     waiver  that may be  given  by a party  will be  applicable  except  in the
     specific  instance for which it is given; and (c) no notice to or demand on
     one party will be deemed to be a waiver of any  obligation of such party or
     of the  right of the party  giving  such  notice or demand to take  further
     action without notice or demand as provided in this Agreement.

8.2  BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED

     This  Agreement  shall inure to the benefit of, and shall be binding  upon,
     the parties hereto and their  respective  successors,  assigns,  heirs, and
     legal  representatives,  including  any entity with which the  Employer may
     merge or consolidate or to which all or substantially all of its assets may
     be  transferred.  The  duties  and  covenants  of the  Employee  under this
     Agreement, being personal, may not be delegated.

8.3  NOTICES

     All  notices,  consents,  waivers,  and  other  communications  under  this
     Agreement  must be in  writing  and will be deemed to have been duly  given
     when (a) delivered by hand (with written confirmation of receipt), (b) sent
     by facsimile (with written  confirmation of receipt),  provided that a copy
     is mailed by certified mail, return receipt requested, or (c) when received
     by the addressee,  if sent by a nationally  recognized  overnight  delivery
     service,  in each case to the appropriate  addresses and facsimile  numbers
     set forth  below (or to such other  addresses  and  facsimile  numbers as a
     party may designate by notice to the other parties):

<PAGE>
     If  to  Employer:

          Pacific  United  Development  Corp.
          2445  Midway  Road,  Suite  106
          Carrollton,  Texas  75006
          Facsimile  No.:  972/447-0783

     With  a  copy  to:

          Cathryn  L.  Porter
          Pacific  USA  Holdings  Corp.
          3200  Southwest  Freeway,  Suite  1220
          Houston,  TX  77027
          Facsimile  No.:  713/871-0155

     If  to  the  Employee:

          Coleman  Bradley
          #6  Canyon  Crest  Court
          Frisco,  Texas  75034

8.4  ENTIRE AGREEMENT; AMENDMENTS

     This  Agreement  contains  the entire  agreement  between the parties  with
     respect to the subject matter hereof and  supersedes  all prior  agreements
     and  understandings,  oral or  written,  between  the  parties  hereto with
     respect to the subject  matter hereof,  including,  but not limited to, the
     Employment  Agreement dated November 1, 1996 between Employer and Employee.
     This  Agreement  may not be amended  orally,  but only by an  agreement  in
     writing signed by the parties hereto.

8.5  GOVERNING LAW

     This  Agreement  will be governed by the laws of the State of Texas without
     regard to conflicts of laws principles.

8.6  SEVERABILITY

     If any provision of this Agreement is held invalid or  unenforceable by any
     court of competent  jurisdiction,  the other  provisions of this  Agreement
     will remain in full force and effect.  Any provision of this Agreement held
     invalid or  unenforceable  only in part or degree will remain in full force
     and effect to the extent not held invalid or unenforceable.

<PAGE>
     IN  WITNESS WHEREOF, the parties have executed and delivered this Agreement
as  of  the  date  first  above  written.

                                   "EMPLOYER"

                                   PACIFIC  UNITED  DEVELOPMENT  CORP.

                                   By:___________________________________
                                   Name:     Coleman  Bradley
                                   Title:     President  &  CEO


                                   "EMPLOYEE"


                                   ___________________________________
                                   COLEMAN  BRADLEY

<PAGE>