EXHIBIT 10.1      -  Engagement Agreement

                                 April 20, 2000

VIA FACSIMILE
-------------
(949) 851-0159

Troy Acquisition Corporation
19900 MacArthur Boulevard
Suite 660
Irvine, California 92612

         Re:      Engagement
                  ----------
Gentlemen:

         By this letter we intend to evidence terms under which Troy Acquisition
Corporation  ("Client") engages Boyd & Chang, LLP (the "Firm"). Our agreement is
as follows.

(ii)      Engagement.  Client  engages the Firm to provide  legal  services  for
          Client as  requested.  The  nature of the  services  to  initially  be
          provided are general corporate securities and related services.

(iii)    Legal Fees.  Client will pay the Firm for legal services  performed at
          the rates set forth in Schedule "A".

     3. Additional Support. The Firm will also provide client with all necessary
secretarial support and office, telephone,  furniture,  facsimile, reception and
administrative  services as are necessary to operate Client from time to time at
the flat rate of $250 per month set forth in this Agreement.

     4. Statements. The Firm will send Client a statement setting forth the fees
and costs incurred by Client on a monthly  basis.  All such fees and costs shall
accrue and non-reimbursable in the form of cash.

     5. Results.   The  Firm  has  made no  promises  or  guarantees  to  Client
concerning the

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outcome  of the  referenced  matter,  and  nothing  in this  agreement  shall be
construed as such a promise or guarantee.

     6. Termination of Services.  Our  relationship  shall be at will and either
the Firm or Client shall have the right to terminate  this  relationship  at any
time with or without cause.

         7. Arbitration.  Any dispute hereunder, or concerning the rights of any
of the parties  hereto,  including,  but not  limited  to, any dispute  over the
amount of fees or costs due and owing and any dispute over  alleged  malpractice
shall be decided by  arbitration  by a retired judge of the Superior Court to be
agreed upon by the parties. Client understands that it may well be entitled to a
jury trial as to any claim against the Firm for  malpractice or for other claims
and that Client hereby waives any such right.  Client represents that it has had
the  opportunity  to consult  independent  counsel of its choice  regarding  its
waiver of any right to a jury as  specified  above and as to the other  terms of
this  agreement and has either done so or has knowingly and willingly of its own
free  choice  chosen not to consult  such  independent  counsel.  If the parties
cannot agree upon an  arbitrator,  the presiding  judge of the Superior Court of
Orange  County  shall be  requested  to  appoint a retired  judge to act in such
capacity,  upon petition of any party hereto.  In the event the presiding  judge
fails or refuses for thirty (30) days after a request to make such  appointment,
the court  shall be  petitioned  to appoint a lawyer  licensed  to  practice  in
California  as sole  arbitrator.  Any  decision  or  award  as a  result  of any
arbitration  proceeding  shall include the  assessment  of costs and  reasonable
attorneys' fees to the prevailing party and shall be enforceable in any court of
law.

         8. Entire Agreement.  This agreement contains the entire  understanding
among the parties hereto and supersedes any prior  understandings and agreements
among  us  with   respect  to  the   subject   matter   herein.   There  are  no
representations,  agreements,  arrangements or understandings among the parties,
oral or written,  relating to the subject  matter of this agreement that are not
fully expressed herein. Any statements, promises or inducements, whether made by
any party or agent of any party,  that are not contained in this agreement shall
not be valid or binding. This agreement may not be enlarged, modified or altered
except by a written agreement signed by all the parties hereto.

         9.  Notice.  All  notices,  requests,  demands or other  communications
necessary to be given  hereunder shall be in writing and shall be deemed to have
been  given if  delivered  via  facsimile  or if mailed by United  States  Mail,
postage  prepaid,  to the parties at the  following  addresses (or at such other
addresses as a party may notify the other party of in writing in accordance with
this section).

If to the Firm address to:             Boyd & Chang, LLP
                                       19900 MacArthur Boulevard, Suite 660
                                       Irvine, CA 92612
                                       Facsimile:        (714) 851-0159
                                       Attention:        Patrick R. Boyd

If to Client address to:               Troy Acquisition Corporation
                                       19900 MacArthur Boulevard

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                                               Suite 660
                                               Irvine, CA 92612
                                               Telephone:        (949) 851-9800
                                               Facsimile:        (949) 851-0159
                                               Attention:        Tim T. Chang

     10.  Retention of Client's  File.  Client is entitled to a copy of the file
materials  maintained  or  generated  by  the  Firm  with  respect  to  Client's
representation  by the Firm,  except those  undisclosed  work product  materials
reflecting  the Firm's  impressions,  conclusions,  opinions,  legal research or
theories  upon  reasonable  notice  and at  Client's  expense.  Where  the  Firm
withdraws,  Client  cancels  this  agreement  and  substitutes  the  Firm out as
attorneys  of record  in any  litigation  in which  the Firm  were  representing
Client,  or upon  completion  of the work for which the Firm  were  retained  by
Client,  Client is entitled,  upon giving the Firm reasonable notice, to custody
of the original Client file and the Firm, at their expense, are entitled to keep
a copy  of any of  said  Client  file  materials  they  deem  desirable.  At the
conclusion  of the  handling  by the Firm of the matter to which this  agreement
pertains, the Firm may at any time, in the Firm's absolute discretion, store the
original file or destroy all or part of the file.

     11. Counterparts.  This agreement may be executed in counterparts,  each of
which may be deemed an original,  and taken  together they shall  constitute one
and the same agreement.  For the purposes of the relationship between Client and
the Firm, facsimiles and future means of electronic  communication may be deemed
and shall be treated as originals.

                                      * * *

         If the  foregoing is  acceptable  to you,  please sign where  indicated
below.

                                                 Very truly yours,

                                                 BOYD & CHANG, LLP

                                                 Patrick R. Boyd


ACKNOWLEDGED AND AGREED TO
AS OF FEBRUARY 21, 2000

TROY ACQUISITION CORPORATION



By:/s/Tim T. Chang
   ------------------
   Tim T. Chang, President


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                        SCHEDULE "A" OF SERVICES AND FEES
                        ---------------------------------

Deposit:      None

                                               FEES

                                               FEES

              Senior Partner                                        $250

              Jr. Partner                                           $200

              Associate                                             $150

              Law Clerk                                            $  85

              Paralegal                                            $  85

              Computer Litigation

              Analyst                                              $  35


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