EMPLOYMENT AGREEMENT
                                                                October 29, 1999


EMPLOYMENT AGREEMENT


BETWEEN:

GSI  TECHNOLOGIES  USA INC.,  corporation  legally  constituted  in the State of
Delaware and located at 385, Place d'Youville, suite 300, Montreal (Quebec), H2Y
2B7, legally represented by his president, J. Michel de Montigny;

                       (the "Employer") OF THE FIRST PART;

AND:

J.  Michel de  Montigny,  executive,  resident  at 162 des  Passereaux,  Verdun,
Quebec, H3E 1X5;

                      (the "Employee") OF THE SECOND PART.


WHEREAS the Employer  desires to employ the Employee and the Employee desires to
accept such employment upon the terms and conditions set forth;

IN CONSIDERATION of the mutual covenants herein contained,  the parties agree as
follows:

1.   POSITION AND TITLE

The Employee agrees that he will at all times faithfully,  industriously, and to
the best of his skill,  ability,  experience  and  talents,  perform  all of the
duties  required in the position of "President of the  Corporation".  It is also
understood  and  agreed  to by the  Employee  that his  assignment,  duties  and
responsibilities  and  reporting  arrangements  may be changed  without  causing
termination of this agreement, on mutual agreement of Employee and Employer.

2.   TERM

The present agreement will be effective for a period of three year,  starting on
the 1st day of January 2000 and  terminating  on the 31th day of December  2002.
This agreement may be renewable on the terms and conditions to be agreed upon by
the parties.

3.   MONETARY

As full  remuneration for all services  provided for herein,  the Employer shall
pay to the  Employee  a salary of  US$100  000 per  annum,  payable  in  regular
instalments  in  accordance  with the  Employer's  usual paying  practices.  The
Employer  shall  annually  increase  the  Employee's  salary and may in its sole
discretion,  grant the  Employee a salary  increase.  Any such  change  shall be
deemed to be incorporated into this agreement.


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                                                            EMPLOYMENT AGREEMENT
                                                                October 29, 1999


4.   BONUSES

In addition to the compensation  specified in section 3 the Employee may receive
an annual bonus of the Employer,  based on  performance  of the Employee,  to be
defined between parties.

5.   WARRANTS

The Employee will have the possibility to purchase a FIVE HUNDRED  THOUSAND (500
000)  warrants  of the  corporation,  at  US$  1,10  per  shares,  during  their
employment;

6.   BENEFITS

The Employee shall  participate in all benefit plans which the Employer may have
or provide in the future,  including  without  limitation  medical/hospital  and
extended health care benefits and life insurance.

7.   VACATIONS

The  Employee  shall be  entitled  to be paid  vacation in each year of four (4)
weeks, in addition to statutory holidays. Such vacations shall be taken at times
in each year as mutually  agreed upon by the  Employer and the  Employee,  or be
taken in the form of extra pay at the sole option of the Employee.

8.   AUTOMOBILE EXPENSES

The Employer  shall  provide the Employee  with an  automobile  allowance of CA$
800,00  per  month  for  rental  and  other  expenses  generated  by  use of the
automobile.

9.   STATUTORY DEDUCTIONS AND TAXES

Salary and benefit  payments made pursuant to this agreement are subject to such
deductions  such as  income  tax and any  other  deductions  required  by law or
statute.

10.  REIMBURSEMENT OF EXPENSES GENERALLY

The Employer shall reimburse the Employee for all reasonable  expenses  actually
incurred  by him on the  Employer's  behalf and in the course of his  employment
upon presentation of substantiating receipts.

11.  FULL-TIME ATTENTION TO BUSINESS

During the Employee's  employment  with the Employer,  the Employee shall devote
himself exclusively to the business of the Employer and shall not be employed or
engaged in any capacity in any other business without the prior written approval
of the Employer. The Employee is employed on a full-time basis for the Employer.
It is  understood  and agreed to by


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                                                            EMPLOYMENT AGREEMENT
                                                                October 29, 1999


the  Employee  that the hours of work  involved  will within  reason vary and be
irregular and are those hours required to meet the objectives of the employment.

12.  TERMINATION

This  agreement  may be  terminated  by the  Employee  at any time by giving the
Employer a two week's notice in writing.  The Employer may waive the notice,  in
whole or in part,  but will  remain  responsible  for  payment of all  salaries,
expenses and bonuses due up until the end of the notice period.

Also,  this  agreement  may be  terminated  by the Employer on the giving of one
month's notice.  At the conclusion of the notice period or expiry of the term or
any renewal thereof, the Employer shall pay the Employee his gross salary as set
out  in  this  agreement  for a  twelve  (12)  month's  period,  payable  at the
Employee's departure,  along with any bonuses or expenses due to the Employee at
the date of termination.

13.  NOTICE

Any notice or other  communication  required or permitted to be given under this
agreement  shall be in writing  and may be  delivered  personally  or by prepaid
registered mail, addressed in the case of the Employer at 385, Place d'Youville,
bureau 300,  Montreal,  province of Quebec, H2Y 2B7, and in the case of Employee
at 162 des Passereaux, Verdun, Quebec, H3E 1X5.

Notice given by pre-paid  registered  mail shall be deemed to have been received
by the Recipient on the fourth business day after mailing.

Either  party may change the  address to which  Notice  must be  delivered  upon
simple written notice to the other party.

14.  CONFIDENTIAL INFORMATION AND TRADE SECRETS "PROPRIETARY INFORMATION"

The employee shall not,  either during the term of his Employment or at any time
thereafter,  disclose to any  person,  unless  required  by law,  any secrets or
confidential  information,  "Proprietary Information" concerning the business or
affairs or  financial  position of the  Employer  or any company  with which the
Employer is or may hereafter be affiliated.

"Proprietary Information" shall not include any information which:

     a)   The employer or its Representative possess on a non-confidential basis
          and not in contravention of any applicable law; or
     b)   Is or becomes generally available through no fault of the Employee; or
     c)   Is received by the Employee  from an  independent  third party that is
          lawfully in the possession of same and under no obligation to Employer
          with respect thereto; or
     d)   Is required to be disclosed  pursuant to application law or order of a
          court of competent  jurisdiction;  or e) Any information already known
          to  the  Employee  prior  to  entering  into  the  present  Employment
          Agreement;


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15.  NON-COMPETITION AND NON-SOLLICITATION

For a  period  of one  year  from  the  effective  date  of  termination  of the
employment hereunder, the employee shall not in any province in Canada where the
Employer is carrying on business:
     (a) be  directly  or  indirectly  engaged in any company or firm which is a
     direct  competitor of the Employer in the business of the  manufacture  and
     sale of computers (the  "business");
     (b)  intentionally  act in any manner that is  detrimental to the relations
     between the Employer and its dealers,  customers,  employees or others, and
     (c) solicit any of the  customers of the Employer or be connected  with any
     person,  firm  or  corporation  soliciting  any  of  the  customers  of the
     Employer.

16.  WAIVER

The waiver by either party of any breach or  violation of any  provision of this
agreement shall not operate or be construed as a waiver of any subsequent breach
or violation of it.

17.  AMENDMENT OF CONTRACT

This agreement  contains the whole of the agreement between the Employer and the
Employee  and  there are no other  warranties,  representations,  conditions  or
collateral agreements except as set forth in this agreement.

Any  modification to this agreement must be in writing and signed by the parties
hereto or it shall have no effect and shall be void.

18.  SECTIONS AND HEADINGS

The headings in this  agreement are inserted for  convenience  of reference only
and shall not affect interpretation.

19.  SEVERABILITY

If any provision of this agreement is determined to be invalid or  unenforceable
in whole or in part such invalidity or  unenforceability  shall attached only to
such  provision or part thereof and the remaining part of such provision and all
other provisions hereof shall continue in full force and effect.

20.  CHOICE OF LAW

The parties agree that this agreement be governed and  interpreted  according to
the laws in force in the Province of Quebec.


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                                                            EMPLOYMENT AGREEMENT
                                                                October 29, 1999


The Employee  acknowledges that he has read and understands this agreement,  and
acknowledges that he has had the opportunity to obtain  independent legal advice
with respect to it.


BOTH PARTIES HAVE REVIEWED AND AGREED ON ALL THE ABOVE ISSUES;


SIGNED IN MONTREAL, THIS 29th DAY OF OCTOBER, 1999.


Employee                                   Employer



----------------------------------         -------------------------------------
J. Michel de Montigny                      J. Michel de Montigny, President
                                           GSI TECHNOLOGIES USA INC.



                                           -------------------------------------
                                           James A. Hone, C.F.O.


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