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                                                                    EXHIBIT 10.4

                      EMPLOYMENT AGREEMENT WITH LEE ROGERS

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (this "Agreement") is made and entered into
as of June 29th, 1997 by and between CRUSH INNOVATIVE SPORTS SYSTEMS, INC. A
California Corporation (the "Company"), and LEE ROGERS, an individual
("Executive").

                                   WITNESSETH:

         WHEREAS, Executive and the Company wish to provide for the terms and
conditions of Executive's employment as President.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and Executive agree as
set forth below.

         1. Employment and Duties. The Company hereby employs Executive to serve
as President of the Company, with the powers and duties customarily accorded to
such position, including those powers and duties set forth in the Bylaws of the
Company for such office and such other duties consistent therewith as may be
assigned to Executive from time to time by the Chief Executive Officer.
Initially, Executive's managerial and supervisorial duties shall be limited to
those departments and operations as determined by the Chief Executive Officer
Executive shall endeavor in good faith to perform his duties in an efficient,
faithful and business-like manner. During the term of his employment, it is
intended that Executive also serve as a Director of the Board of Directors of
the Company (the "Board") and the Company will take action within its powers the
include Executive among the slate of directors proposed to be nominated by the
Board at any applicable stockholders meeting.

         2. Term. The term of this Agreement shall begin on June 16th, 1997 and
shall expire on June 15th, 2000 unless terminated earlier as set forth in
Section 6 hereof or by mutual agreement of the parties hereto (the "Term").

         3.  Compensation.

             (a) Base Salary. During the term of this Agreement, Executive shall
be paid a base salary (the "Base Salary"), payable in accordance with the
Company's normal payroll practices. During the first year of the term of this
Agreement, Executive's Base Salary shall be $96,000 and may be paid, at the
election of the Company in cash or in shares of common stock of the Company
equal to that portion of Executive's Base Salary which is unpaid divided by the
average trading price of the common stock over the 5 trading day period prior to
the payment date of Executive's Base Salary. In the event that the Company
exercises this election no less than 50% of the salary shall be paid in cash.
After the first year of the term, Executive's Base Salary shall be paid in cash,
unless the Executive determines to accept another form of payment. The annual
Base Salary payable to Executive shall be reviewed at least annually.


             (b) Operational Bonus. The Company will adopt a bonus plan for
officers of the Company. The Board of Directors will determine the aggregate
dollar amount of the bonus prior to the beginning of each year, the distribution
among officers of the bonus and the threshold for awarding bonuses, be it sales,
earnings or return on equity. Any bonus paid to Executive pursuant to the
Operational Bonus shall be paid quarterly.

             (c) Stock Options. On the execution of this Agreement, the Company
shall grant Executive non-qualified options to purchase 500,000 shares of the
Company's Common Stock (the "Options"). Of such options one third, 166,666
shares, shall vest immediately upon grant and an additional one third, 166,666
shares, shall vest on each


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anniversary of the commencement of this agreement. The Options will be
exerciseable at $0.19 being the bid price at the date of the commencement of
this agreement.

         4.  Other Executive Benefits. During the term of the Agreement, the
Company shall provide to Executive benefits commensurate with his position,
including each of the following benefits:

             (a) Medical and Dental Coverage. The Company agrees to provide
coverage to executive and dependent members of his family under the same medical
and dental plans as may be maintained from time to time in the discretion of the
Company's Board for the benefit of the other executive officers and the
dependent members of their families.

             (b) Vacation. Executive shall be entitled to three (3) weeks of
paid vacation during Executive's first year of this Agreement and shall be
entitled to four (4) weeks for each year of employment with the Company
thereafter for the term of this Agreement. In each case, such entitlement shall
accrue pro rata over the contract year and shall be taken at such time or times
as shall not unreasonably interfere with the operations of the Company.
Unutilized vacation entitlement shall be paid in cash annually.

             (c) Business Expenses. The Company will pay or reimburse Executive
for any out-of-pocket expenses incurred by Executive in the course of providing
his services hereunder, which comply with the Company's travel and expense
policies adopted from time to time by the Board for the executive officers. Such
reimbursement shall be made by the Company based on receipts submitted to the
Company by Executive in the same manner and within the same time period as
applicable to the other executive officers of the Company.

             (d) Automobile Allowance. The Company shall provide Executive with
an automobile allowance of $500 per month.

             (e) Benefit Plans. Executive shall be entitled to participate in
any pension, profit-sharing, stock option, stock purchase or other benefit plan
of the Company now existing or hereafter adopted for the benefit of employees
generally or the senior executives of the Company.

             (f) Life Insurance. Provided the following policies may be obtained
at a reasonable cost, the Company shall obtain a $1,000,000 standard term life
insurance policy and a $1,000,000 standard term accidental death policy on the
life of Executive for the benefit of named beneficiaries. (g) Disability.
Provided the following policy may be obtained at a reasonable cost, the Company
shall provide Executive with a long-term disability policy which provides for an
annual disability payment in an amount equal to 125% of Executive's Base Salary.

         5.  Confidential Information.

             (a) Non-Disclosure. Executive hereby agrees, during the term of
this Agreement, he will not disclose to any person or otherwise use or exploit
any proprietary or confidential information, including, without limitation,
trade secrets, processes, records of research, proposals, reports, methods,
processes, techniques, computer software or programming, or budgets or other
financial information, regarding the Company, its business, properties,
customers or affairs (collectively, "Confidential Information") obtained by him
at any time during the term, except to the extent required by Executive's
performance of assigned duties for the Company. Notwithstanding anything herein
to the contrary, the term "Confidential Information" shall not include
information which (i) is or becomes generally available to the public other than
as a result of disclosure by Executive in violation of this Agreement, (ii) is
or becomes available to Executive on a non-confidential basis from a source
other than the Company, provided that such source is not known by Executive to
be furnishing such information in violation of a confidentiality agreement with
or other obligation of secrecy to the Company, (iii) has been made available, or
is made available, on an unrestricted basis to a third party by the Company, by
an individual authorized to do so or, (iv) is known by Executive prior to its
disclosure to Executive. Executive may use and disclose Confidential Information
to the extent necessary to assert any right or defend against any claim arising
under this Agreement or pertaining to Confidential Information or its use, to
the extent necessary to comply with any applicable statute, constitution,
treaty, rule, regulation, ordinance or order, whether of the United States, any
state thereof, or any other jurisdiction applicable to Executive, or if
Executive receives a request to



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disclose all or any part of the information contained in the Confidential
Information under the terms of a subpoena, order, civil investigative demand or
agency, whether of the United States or any state thereof, or any other
jurisdiction applicable to Executive.

             (b) Injunctive Relief. Executive agrees that the remedy at law for
any breach by him of the covenants and agreements set forth in this Section 5
may be inadequate and that in the event of any such breach, the Company may, in
addition to the other remedies that may be available to it at law, seek
injunctive relief prohibiting him (together with all those persons associated
with him) from the breach of such covenants and agreements.

         6.  Termination.

             (a) Termination by Company for "Cause" or Voluntarily by Executive.
The Company may terminate this Agreement for "Cause" effective immediately upon
written notice thereof to Executive. For purposes of this Agreement, "Cause"
shall mean and be limited to the following event: (i) an act of fraud,
embezzlement or similar conduct by Executive involving the Company; (ii) any
action by Executive involving the arrest of Executive for violation of any
criminal statute constituting a felony if the Board reasonably determines that
the continuation of Executive's employment after such event would have an
adverse impact on the operations or reputation of the Company in the financial
community; or (iii) a continuing, repeated willful failure or refusal by
Executive to perform his duties; provided, however, that this Agreement may not
be terminated under this subclause (iv) unless Executive shall have first
received written notice from the Board advising Executive of the specific acts
or omissions alleged to constitute a failure or refusal to perform and such
failure or refusal to perform continues after Executive shall have had a
reasonable opportunity to correct the acts or omissions cited in such notice.

         In the event of termination for "Cause", or voluntarily by Executive
other than as permitted in Sections 6(b)(i), 6(b)(ii) and 6(c), (x) Executive
shall be entitled to receive that portion of the Base Salary and all benefits
accrued through the date of termination and, (y) all Options that have become
exercisable as of the date of termination shall remain so for a period of 90
days.

             (b) Termination by Company Other Than for "Cause".

                 (i) Death. Provided that notice of termination has not
previously been given under any Section hereof, if Executive shall die during
the term of this Agreement, this Agreement and all of the Company's obligations
hereunder shall terminate, except that Executive's estate or designated
beneficiaries shall be entitled to receive (A) all earned and unpaid Base Salary
through the date of termination and (B) the Base Salary, Performance Bonus, and
all benefits with respect to the then current contract year which would have
been payable or provided to Executive had the term ended one year following the
last day of the month in which Executive's death occurred; and (C) all other
benefits that may be due to Executive or Executive's estate or beneficiaries
under the general provisions of any benefit plan, stock incentive plan or other
plan in which Executive is then a participant, which benefits shall continue to
be provided for a period of one year following the date of death. In addition,
of the Options which are scheduled to vest on the next anniversary of the
commencement of the Agreement, a percentage of such number of Options shall vest
at the date of death determined by dividing the number of days which have
elapsed since the last such anniversary by the number 365 and multiplying the
result by 100. Further, all Options that have become exercisable as of the date
of death (including those which do so as a result of the provisions of the
preceding sentence) shall remain so for a period of twelve (12) months.

                 (ii) Disability. Provided that notice of termination has not
previously been given under any Section hereof, if Executive becomes ill or is
injured or disabled during the term such that Executive fails to perform all or
substantially all of the duties to be rendered hereunder and such failure
continues for a period in excess of 26 consecutive weeks (a "Disability"), the
Company shall continue to employ Executive under this Agreement for one year
form the date of the Disability (which one year period shall commence at the
beginning of the 26 week period referred to herein) and shall continue to pay
Executive the Base Salary in effect on the date of the Disability (determined at
the beginning of the 26 week period referred to herein), the Performance Bonus
and all benefits then in effect; provided, that (A) the Company may relieve
Executive of his duties and responsibilities hereunder to the extent permitted
by law and (B) any long-term disability payments received by Executive under any
disability insurance plan made available to Executive by the Company if the
premiums were paid by the Company shall be deducted from the


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salary and bonus payments otherwise required to be paid to Executive hereunder.
If during the term and subsequent to the Disability commencement date (which
shall be at any time following the end of the 26 week period referred to herein)
Executive shall fully recover, the Company shall have the right (exerciseable
within 60 days after receipt of notice from Executive of such recovery), but not
the obligation, to restore Executive to full-time service at full compensation.
If the Company elects not to restore Executive to full-time service, Executive
shall be entitled to obtain other employment. If Executive is not restored to
full-time employment with the Company, all stock options that have become
exercisable as of the date of Disability (determined at the end of the 26 week
period referred to herein) shall remain so for a period of 12 months.

                 (iii) Without "Cause". If the Company elects to terminate
Executive for any reason whatsoever other than as provided in Section 6(a) or if
the Company causes a Defacto Termination of Executive (as defined below) (each a
"Severance Termination"), Executive shall receive the "Separation Package". As
used herein, the "Separation Package" shall consist of two years' Base Salary
(at the annual rate in effect at the date of the Severance Termination) plus an
amount equal to the Performance Bonus actually paid to Executive with respect to
the eight fiscal quarters preceding the date of the Severance Termination (or if
Executive has been employed for less than two years, the amount of Performances
Bonus paid to Executive for the entire period of employment multiplied by a
fraction, the numerator of which is the number eight and the denominator of
which is the actual number of fiscal quarters for which Executive was employed
by the Company). In addition, all Options and Anniversary Options which are
scheduled to vest on the next anniversary of the commencement of the Agreement
shall vest as of the date of the Severance Termination. Further, all options
that have become exercisable as of the date of such termination (including those
which do so as a result of the provisions of the preceding sentence) shall
remain so for a period of 24 months. In the event of a Severance Termination,
Executive will also be provided with reasonable office space and secretarial
support as well as the same mailing address and telephone number which Executive
had during the term for up to six months, and the Company shall pay the costs of
outplacement services with a provider of its choice at a level appropriate to
Executive's title and position as requested by Executive. For purposes of this
paragraph, a "Defacto Termination" shall include any of the following events:
(i) the Company shall fail to pay or shall reduce the Base Salary, Performance
Bonus or other benefits provided herein, except as permitted hereuner, or shall
otherwise breach any material provision hereof which breach is not cured within
10 days after receipt of notice thereof from Executive; (ii) the Company shall
fail to cause Executive to remain the Chief Executive Officer of the Company;
(iii) Executive shall not be continuously afforded the authority, powers,
responsibilities and privileges contemplated in Section 1 above (whether or not
accompanied by a change in title); (iv) the Company shall require Executive's
primary services to be rendered in an area other than the Company's principal
offices in the Los Angeles metropolitan area; or (v) after a Change in Control
(as defined below), the Company increases the Base Salary for senior executives
of the Company generally without similarly increasing the Base Salary of
Executive. For purposes of clause (iii), Executive shall be deemed not to have
been continuously afforded the authority, powers, responsibilities and
privileges contemplated in Section 1 above if there shall occur any reduction in
the scope, level or nature of Executive's employment hereunder, or any demotion,
any phasing out or assignment to others, of the duties contemplated herein.

             (c) Change in Control.

                 (i) Following a Change in Control, this Agreement shall
continue to be binding upon the Company and Executive shall be entitled to the
payments provided for in this Section 6 in the event of termination resulting
from death, disability, cause, or a Separation Termination, all as provided for
in Sections 6(a) and 6(b).

                 (ii) Executive may (but shall not be obligated to) terminate
this Agreement effective 30 days after the giving of such notice given at any
time within two years following a Change in Control. In the event that Executive
elects to terminate this Agreement pursuant to this Section 6(c)(ii), Executive
shall be entitled to the following payments:

                      (A) If the Change in Control is effected to an Adverse
Person (as defined below), then Executive shall be entitled to and receive the
Severance Package. In addition, all Options and Anniversary Options then held by
Executive which are not yet vested shall vest as of the date of such
termination. Further, all options that have become exercisable as of the date of
such termination (including those which do so as a result of the provisions of
the preceding sentence) shall remain so for the entire remaining term of the
Options.


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                      (B) If the Change in Control is effected to a person other
than an Adverse Person, Executive shall be entitled to receive the Severance
Package. In addition, all Options and Anniversary Options which are scheduled to
vest on the next scheduled vesting date during the 24 months following the
termination date shall vest as of the date of such termination. Further, all
options that have become exercisable as of the date of such termination
(including those which do so as a result of the provisions of the preceding
sentence) shall remain so for a period of 24 months.

             (d) Payment of Termination Amounts. Executive may elect to have all
amounts to be paid to Executive pursuant to this Section 6 payable (i) over the
remaining term of this Agreement or for such shorter period as expressly
provided for herein, as applicable, or (ii) in a lump sum within 30 days
following termination; provided, however, in the case of death or disability,
the Acquisition Performance Bonus component shall be payable at such time as
performance-based bonuses are paid to similarly situated employees of the
Company and only if the specified targets set forth in Section 3(b) for the
applicable periods are actually met. In the event Executive elects to be paid
pursuant to clause (i), Executive agrees promptly to notify the Company in
writing of Executive's acceptance of full-time employment; within 15 days after
receipt of such notice, the Company shall pay Executive in a lump sum any
amounts which remain otherwise due to Executive hereunder.

             (e) Stock and Similar Rights. Except with regard to the vesting and
exercise dates of Options and Anniversary Options as set forth in this Section
6, Executive's rights under any other agreement or plan under which stock
options, restricted stock or similar awards are granted shall be determined n
accordance with the terms and provisions of such plans or agreements.

             (f) No Mitigation or Offset. Payment of any sum under this Section
6 shall not be subject to any claim of mitigation nor shall the Company be
entitled to any right of offset with respect thereto.

             (g) Other Insurance Policies. Upon any termination of Executive's
employment, and upon reimbursement to the Company of all amounts paid by the
Company in connection with such policies, Executive shall have the right to
purchase or otherwise direct the disposition or assignment of any disability
insurance policy on him held by the Company (excluding only group disability
insurance policies) upon the payment of One Dollar ($1.00) as the total
consideration for each such policy.

         7.  Change in Control. For purposes of this Agreement, a "Change in
Control" shall mean the occurrence of any of the following events which occur
after the date hereof:

             (a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934)
(a "Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act ("Rule 13d-3")) of 20% or more of the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Outstanding Voting
Securities").

             (b) Individuals who, as of the date hereof, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least a majority
of the Board.

             (c) Approval by the stockholders of the Company of a
reorganization, merger or consolidation, in each case, unless, following such
reorganization, merger or consolidation: (i) more than 60% of the combined
voting power of the then outstanding voting securities of the corporation
resulting from such reorganization, merger, or consolidation, which may be the
Company (the "Resulting Corporation"), entitled to vote generally in the
election of directors (the "Resulting Corporation Voting Securities") shall then
be owned beneficially, directly or indirectly, by all or substantially all of
the Persons who were the beneficial owners of Outstanding Voting Securities
immediately prior to such reorganization, merger or consolidation, in
substantially the same proportions as their respective ownerships of Outstanding
Voting Securities immediately prior to such reorganization, merger, or
consolidation; (ii) no Person (excluding the Company, any employee benefit plan
(or related trust) of the Company, the Resulting Corporation, and any Person
beneficially owning, immediately prior to such reorganization, merger or
consolidation, directly or indirectly, 20% or more of the combined voting power
of Outstanding Voting Securities) shall own beneficially, directly or indirectly
20% or more of the combined voting power of the Resulting Corporation Voting
Securities; or (iii) at least



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a majority of the members of the Board shall have been members of the Incumbent
Board at the time of the execution of the agreement providing for such
reorganization, merger or consolidation.

             (d) Approval by the stockholders of the Company of (x) a complete
liquidation or dissolution of the Company or (y) the sale or other disposition
of all or substantially all of the assets of the Company, other than to a
corporation (the "Buyer") with respect to which (i) following such sale or other
disposition, more than 60% of the combined voting power of securities of Buyer
entitled to vote generally in the election of directors ("Buyer Voting
Securities"), shall be owned beneficially, directly or indirectly, by all or
substantially all of the Persons who were the beneficial owners of the
Outstanding Voting Securities immediately prior to such sale or other
disposition, in substantially the same proportion as their respective ownership
Outstanding Voting Securities, immediately prior to such sale or other
disposition; (ii) no Person (excluding the Company and any employee benefit plan
(or related trust) of the Company or Buyer and any Person that shall immediately
prior to such sale or other disposition own beneficially, directly or
indirectly, 20% or more of the combined voting power of Outstanding Voting
Securities), shall own beneficially, directly or indirectly, 20 % or more of the
combined voting power or Buyer Voting Securities; and (z) at least a majority of
the members of the Board of Directors of Buyer shall have been members of the
Incumbent Board at the time of the execution of the agreement or action of the
Board providing for such sale or other disposition or assets of the Company.

             For purposes of this Agreement, an Adverse Person shall mean any
person which acquires control of the Company in a transaction involving a Change
in Control.

         8.  Insurance. During the term, the Company shall maintain, at no cost
to Executive, officers and directors liability insurance that would cover
Executive in an amount of no less than $1,000,000.

         9.  General provisions.

             (a) Notices. All notices, requirements, request, demands, claims or
other communications hereunder shall be in writing. Any notice, requirement,
request, demand, claim or other communication hereunder shall be deemed duly
given (i) if personally delivered, when so delivered, (ii) if mailed, two (2)
business days after having been sent by registered or certified mail,
return-receipt requested, postage prepaid and addressed to the intended
recipient as set forth below, (iii) if given by telecopier, once such notice or
other communication is transmitted to the telecopier number specified below, and
the appropriate telephonic conformation is received, provided that such notice
or other communication is promptly thereafter mailed in accordance with the
provisions of clause (ii) above or (iv) if sent through an overnight delivery
service under circumstances by which such service guarantees next day delivery,
the date following the date so sent:

If to the Company, to:

                 CRUSH INNOVATIVE SPORTS SYSTEMS, INC.
                 4431 Corporate Center Drive, Suite 131
                 Los Alamitos, CA 90720-2526

If to Executive, to:

                 LEE ROGERS
                 P.O. BOX 6891
                 Big Bear Lake, CA 92315

Any party may change the address to which notices, request, demands, claims and
other communications hereunder are to be delivered by giving the other party
notice in the manner herein set forth.

             (b) Assignment. This Agreement and the benefits hereunder are
personal to the Company and are not assignable or transferable, nor may be the
services to be performed hereunder be assigned by the Company to any person,
firm or corporation; provided, however, that this Agreement and the benefits
hereunder may be assigned


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by the Company to any corporation into which the Company may be merged or
consolidated, and this Agreement and the benefits hereunder will automatically
be deemed assigned to any such corporation, subject, however, to Executive's
right to terminate this Agreement to the extent provided in Section 6. In the
event of any assignment of this Agreement to any corporation acquiring all or
substantially all of the assets of the Company or to any other corporation into
which the Company may be merged or consolidated, the responsibilities and duties
assigned to Executive by such successor corporation shall be the
responsibilities and duties of, and compatible with the status of, a senior
executive officer of such successor corporation. The Company may delegate any of
its obligations hereunder to any subsidiary of the Company, provided that such
delegation shall not relieve the Company of any of its obligations hereunder.
Executive may not assign its rights hereunder or delegate his duties hereunder
to any Person.

             (c) Complete Agreement. This Agreement contains the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes and cancels any and all previous written or oral negotiations,
commitments, understandings, agreements and any other writings or communications
in respect of such subject matter.

             (d) Amendments. This Agreement may be modified, amended, superseded
or terminated only by a writing duly signed by both parties.

             (e) Severability. Any provision of this Agreement which is invalid,
illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability,
without affecting in any way the remaining provisions hereof in such
jurisdiction or rendering that or any other provision of this Agreement invalid,
illegal or unenforceable in any other jurisdiction.

             (f) No Waiver. Any waiver by either party of a breach of any
provisions of this Agreement shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this Agreement. The failure of either party to insist upon strict adherence to
any term of this Agreement on one or more occasions shall be considered a waiver
or to deprive such party of the right thereafter to insist upon strict adherence
to that term or any other term of this Agreement.

             (g) Binding Effect. This Agreement shall be binding on, and shall
inure to the benefit of, the parties hereto and their permitted assigns,
successors and legal representatives.

             (h) Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall constitute one and
the same document.

             (i) Governing Law. This Agreement has been negotiated and entered
into in the State of California and shall be construed in accordance with the
laws of the State of California.

             (j) Arbitration. The parties hereby expressly agree that any
controversy of claim relating to this Agreement, including the construction,
enforcement or application of the terms hereof, shall be submitted to
arbitration in Los Angeles, California by the American Arbitration Association
in accordance with the Commercial Arbitration Rules of such association. The
arbitrator shall be a retired judge of the Los Angeles Superior Court or other
party acceptable to the parties and the rules of evidence shall apply. The costs
of the arbitrator shall be borne equally. Each party shall be responsible for
its own attorney's fees and costs. However, the arbitrator shall have the right
to award costs and expenses (including actual attorneys' fees) to the prevailing
party as well as equitable relief. The award of the arbitrator shall be final
and binding and shall be enforceable in any court of competent jurisdiction.
Nothing in this paragraph shall preclude the parties from seeking an injunction
or other equitable relief from a court of competent jurisdiction under
appropriate circumstances. Nothing in this paragraph shall preclude the parties
from seeking an injunction or other equitable relief from a court of competent
jurisdiction under appropriate circumstances.

             (k) Headings. The headings included in this Agreement are for the
convenience of the parties only and shall not affect the construction or
interpretation of this Agreement.


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         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by its duly authorized officer and Executive has executed
the same as of the day and year first above written.


                                       CRUSH INNOVATIVE SPORTS SYSTEMS, INC.


                                       By:  /s/ Binks A. Graval
                                            ------------------------------------
                                            Binks A. Graval
                                       Its: Chairman and Chief Executive Officer


                                       By:  /s/ Lee Rogers
                                            ------------------------------------
                                                Lee Rogers



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