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                              EMPLOYMENT AGREEMENT

     This Agreement, made as of the 8th day of January 1996, by and between IMRE
Corporation, a Delaware corporation having its principal office at 401 Queen
Anne Avenue North, Seattle, Washington 98109 (the "Company") and Alex P. de
Soto, currently the Vice President Chief Financial Officer of the Company (the
"Employee").

     Whereas, the Company desires to continue employment of the Employee in an
executive capacity as Vice President Chief Financial Officer on the terms and
conditions set forth herein; and the Employee is willing to accept and undertake
such continued employment.

     Now, therefore, in consideration of the premises and the mutual covenants
herein set forth, the Company and the Employee agree as follows:


                                    ARTICLE 1
                            EMPLOYMENT; TERM; DUTIES


     1.1 EMPLOYMENT.  Upon the terms and conditions hereinafter set forth, the
Company hereby continues to employ the Employee, and the Employee hereby accepts
continued employment, as Vice President Chief Financial Officer of the Company.

     1.2  TERM.  The Employee's employment hereunder shall be for a term
commencing on January 1, 1996 and ending on June 30, 1996.   The actual term of
employment, including the period included in Section 1.3 below, is referred to
as the "Term".

     1.3  OPTION TO EXTEND TERM.  Based on the mutual consent of both parties,
the Term may be extended on a month to month basis, beginning July 1, 1996.

     1.4  DUTIES.  During the Term, the Employee shall perform such executive
duties for the Company and for its subsidiaries, consistent with his position
hereunder, and as typically associated with the duties of a Vice President Chief
Financial Officer of a publicly-held corporation, as reasonably may be assigned
to him from time to time by the Chief Executive Officer and President of the
Company.  A preliminary list of such executive duties during the term set out in
Section 1.2 is listed in Appendix A to this Agreement.  Employee shall report
directly to the President of the Company.  Except as contemplated by Section
1.6, the Employee shall devote his entire business time, attention and energies
to the performance of his duties hereunder.

     1.5  EXCLUSIVE AGREEMENT.  The Employee represents and warrants to the
Company that he is not a party to any agreement or arrangement, whether written
or oral,

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in effect which would prevent the Employee from rendering the services
contemplated hereunder to the Company during the Term.

     1.6  OTHER ACTIVITY.  The Company acknowledges and understands that
Employee may, beginning April 2, 1996, take occasional hours off from employment
on any day, with pay, to seek employment with another company; provided,
however, that the time off from employment shall not restrict or limit in any
manner the Employee's ability to perform his duties hereunder.


                                    ARTICLE 2
                                  COMPENSATION

     2.1   BASE SALARY.  For all services rendered by the Employee hereunder and
in consideration of all covenants and conditions undertaken by him pursuant to
this Agreement, the Company shall pay the Employee a monthly salary ("Base
Salary") of $10,000 per month for the period January 1, 1996 through March 31,
1996 and a monthly salary of $8,000 per month for the remainder of the Term, in
equal semi-monthly installments.

     2.2  BONUS.  In addition to the Base Salary, the Company will pay the
Employee a $15,000 (the "Bonus") on April 1, 1996, if the Employee has not given
notice to the Company as described in Article 3 as of April 1, 1996.

     2.3  SEVERANCE.  In addition to the Base Salary and Bonus, the Employee
will be paid $25,000 (the "Severance Amount") if the Employee has not given
notice to the Company as described in Article 3 as of June 1, 1996.  Such
payment will be paid on the date notice is given to the Company by the Employee
as described in Article 3 or on the date notice is given to the Employee by the
Company as described in Article 3.

     2.4 STOCK OPTIONS.  The Company shall issue to the Employee replacement
options ("Replacement Options"), outside the Company's stock option plans, to
purchase 60,000 shares of the Company's common stock at $1.50 per share on the
date ("Grant Date") options are first granted to Jay Kranzler, the Chief
Executive Officer of the Company.  Such Replacement Options are to be issued in
replacement of the various stock options currently held by the Employee which
total options to purchase 110,000 shares of the Company's common stock ("Current
Options").  Such Replacement Options shall vest as follows:  30,000 shares will
vest on the Grant Date and 30,000 shares will vest on June 1, if the Employee
has not given notice to the Company as described in Article 3 as of June 1,
1996.  Such Replacement Options can be exercised from the date of vesting
through March 31, 1998.  Such shares are to be included in a registration
statement expected to be filed in February 1996 for options granted to certain
employees terminated on January 5, 1996 (the "Registration Statement").  Such
grant of Replacement Options is subject to approval by the Stock Option
Committee of the Board of Directors and a concurrent written cancellation of
Current Options by the Employee.

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     2.5  DEDUCTIONS.  The Company shall deduct from the compensation described
in Sections 2.1, 2.2 and 2.3 any Federal, state or city withholding taxes,
social security contributions and any other amounts which may be required to be
deducted or withheld by the Company pursuant to any Federal, state or city laws,
rules or regulations.

     2.6  BENEFITS.  During the Term, the Employee shall be entitled to
participate in all employee benefit plans presently available to the Employee.

     2.7  EXPENSES.  The Company agrees that the Employee is authorized to incur
reasonable and customary expenses in the performance of his duties hereunder,
including travel and entertainment costs, and upon presentation of appropriate
documentation thereof, the Company shall promptly pay or reimburse the Employee
for such reasonable expenses.

                                    ARTICLE 3
                              NOTICE OF TERMINATION


     3.1  TERMINATION OF EMPLOYMENT BY EMPLOYEE.  Notwithstanding any provision
to the contrary herein or unless otherwise provided by law, the Employee at any
time upon 21 days written notice to the Company, may terminate his employment by
the Company hereunder.  The Company shall be liable to Employee as described in
Sections 2.1, 2.2, 2.3 and 2.4 on such termination based on the date such notice
is given.

     3.2  TERMINATION OF EMPLOYMENT BY COMPANY. Notwithstanding any provision to
the contrary herein or unless otherwise provided by law, beginning June 1, 1996,
the Company at any time upon 30 days written notice to the Employee, in its sole
and absolute discretion and for any or no reason, may terminate the employment
of the Employee hereunder without cause.  In such event, the Company shall pay
the Employee the Severance Amount as described in Section 2.3 and one month's
Base Salary (i.e. $8,000).

                                    ARTICLE 4
                                 NON-DISCLOSURE

               4.1 NON-DISCLOSURE.  The Employee, at any time during the Term
and thereafter, shall not directly or indirectly, use, disclose or furnish to
any other person, firm or corporation except in the course of the proper
performance of her duties hereunder (a) any information of a confidential nature
relating to any process, technique or procedure of the Company; or (b) any
information of a confidential nature obtained as a result of her current or
future relationship with the Company, which information is not specifically a
matter of public record; or (c) any other trade secrets of the Company; except
that the Employee shall not be liable under the terms of this Section 4.1 for
using, disclosing or furnishing any of the foregoing which: (1) are or become
generally available


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to the public other than as a result of a disclosure in violation of this
Agreement; or (2) are generally known in any industry in which the Company is
or may become involved; or (3) are required to be disclosed by the Employee
pursuant to law or the order of a court of competent jurisdiction, or other
legal process or authority, it being understood, however, that the Employee
shall provide the Company with prompt notice of the requirement for such
disclosure as soon as practical after the Employee is notified thereof and
prior to its disclosure thereof so as to enable the Company to challenge the
order compelling such disclosure if the Company so desires.  Promptly upon the
expiration or termination of the Employee's employment hereunder for any reason,
the Employee shall surrender to the Company all documents, drawings, work
papers, lists, memoranda, records and other data (including all copies)
constituting or disclosing any of the foregoing information.

               BREACH OF NON-DISCLOSURE PROVISION.  In the event that the
Employee shall breach Section 4.1 hereof, or in the event that any such breach
is threatened by the Employee, in addition to and without limiting or waiving
any other remedies available to the Company at law or in equity, the Company
shall be entitled to immediate injunctive relief in any court having the
capacity to grant such relief, to restrain any such breach or threatened breach
and to enforce the provisions of Section 4.1.  The Employee acknowledges and
agrees that there is no adequate remedy at law for any such breach or threatened
breach and, in the event that any action or proceeding is brought seeking
injunctive relief, the Employee shall not use as a defense thereto that there is
an adequate remedy at law.

               REASONABLE RESTRICTIONS.  The parties acknowledge that (a) the
agreements in this Article 4 are essential to protect the business and goodwill
of the Company, and (b) the foregoing restrictions are under all of the
circumstances reasonable and necessary for the protection of the Company and its
business.



                                    ARTICLE 5
                                  MISCELLANEOUS

               5.1 BINDING EFFECT.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective legal
representatives, heirs, distributees and successors; provided, that the
obligations of the Employee under this Agreement shall not be delegable by him.

               5.2 NOTICES.  All notices and other communications hereunder and
all legal process in regard hereto shall be validly given, made or served if in
writing, when delivered personally (by courier service or otherwise), or when
actually received when mailed by first-class certified or registered United
States mail, postage-prepaid and return receipt requested, to the address of the
party to receive such notice or other communication set forth below, or at such
other address as any party hereto may from time to time advise the other party
in writing:

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     If to the Company:

               IMRE Corporation
               401 Queen Anne Avenue North
               Seattle, Washington  98109

               Attention: President and Chief Operating Officer

     If to the Employee:

               Alex P. de Soto
               1808 Terrace Avenue
               Snohomish, Washington  98290

               5.3 SEVERABILITY.  If any provision of this Agreement, or portion
thereof, shall be held invalid or unenforceable by a court of competent
jurisdiction, such invalidity or unenforceability shall attach only to such
provision or portion thereof, and shall not in any manner affect or render
invalid or unenforceable any other provision of this Agreement or portion
thereof, and this Agreement shall be carried out as if any such invalid or
unenforceable provision or portion thereof were not contained herein.  In
addition, any such invalid or unenforceable provision or portion thereof shall
be deemed, without further action on the part of the parties hereto, modified,
amended or limited to the extent necessary to render the same valid and
enforceable.

               5.4 WAIVER.  No waiver by a party hereto of a breach or default
hereunder by the other party shall be considered valid, unless in writing signed
by such first party, and no such waiver shall be deemed a waiver of any
subsequent breach or default of the same or any other nature.

               5.5 ENTIRE AGREEMENT.  This Agreement sets forth the entire
agreement between the parties with respect to the subject matter hereof, and
supersedes any and all prior agreements between the Company and the Employee,
whether written or oral, relating to any or all matters covered by and contained
or otherwise dealt with in this Agreement.  No representation, warranty,
undertaking or covenant is made by either party hereto except as provided herein
and any representations, warranties undertakings or covenants not set forth
herein are specifically disclaimed.  This Agreement does not constitute a
commitment of the Company with regard to the Employee's employment, express or
implied, other than to the extent expressly provided for herein.

               5.6 AMENDMENT.  No modification, change or amendment of this
Agreement or any of its provisions shall be valid, unless in writing and signed
by the party against whom such claimed modification, change or amendment is
sought to be enforced.

               5.7 AUTHORITY.  The parties each represent and warrant that they
have the power, authority and right to enter into this Agreement and to carry
out and perform the terms, covenants and conditions hereof.

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               5.8 TITLES.  The titles of the Articles and Sections of this
Agreement are inserted merely for convenience and ease of reference and shall
not affect or modify the meaning of any of the terms, covenants or conditions of
this Agreement.

               5.9 APPLICABLE LAW.  This Agreement, and all of the rights and
obligations of the parties in connection with the employment relationship
established hereby, shall be governed by and construed in accordance with the
internal laws of the State of Washington without giving effect to principals
relating to conflicts of law.

               5.10 ATTORNEYS' FEES.  The cost of Employee's reasonable
attorneys' fees incurred in the negotiation and review of this Agreement in an
amount not to exceed $500 shall be borne by the Company.





          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                              IMRE CORPORATION


                              By: /s/ DebbyJo Blank
                                  ----------------------------
                                 Name: DebbyJo Blank, MD
                                 Title:  President and Chief Operating Officer



                               /s/ Alex P. de Soto
                              --------------------------------
                              Alex P. de Soto