19 April 2000

From:    Alan R. Pavsner, Executive VP & COO
To:      Smiley J. Sansoni, President & CEO
         Ernest D. Chu, CFO


Subject:  REQUEST  TO  RENEGOTIATE  TERMS  OF  EMPLOYMENT  Ref  (a):  Employment
Agreement dated 3 March 2000

Dear Gentlemen,

         Under  routine  circumstances  I would  not  entertain  the  notion  of
reopening negotiations on an agreement whose terms I have accepted. I understand
that you are under no obligation  to entertain  such  negotiations.  That having
been said:

1. I believe very strongly that conditions of my employment as both Executive VP
and  Chief  Operating  Officer  of  our  company,  present  other  than  routine
circumstances.  In fact,  had I  completely  understood  the  depth,  scope  and
complexity of those  circumstances  which I have now become  steeped in, I would
have likely decided against accepting your offer of employment under the current
terms of  agreement.  I had  relied on my  perusal  of  available  SEC  filings,
material available on the corporate website,  and  representations of management
and knowledgeable investors. For a number of reasons which need not be discussed
in this  forum,  I  underestimated  the  tasks  at  hand  as well as the  salary
structure, and therefore sold my services short.

2. In the past month, as you both are aware, I have cut a bloated payroll at our
Florida  headquarters by approximately $1.4 million per year, while quantifiably
increasing both productivity and sales. Simultaneously,  I have taken aggressive
measures to reorganize and  restructure  the management team into the beginnings
of an effective and  re-energized  group who have  demonstrated  a  rediscovered
ability  and  desire  to follow  through  on tasks & goals.  Additionally,  I am
instituting measures that will ensure further  efficiencies,  while buffering us
from potential liabilities in the areas of human resources, customer service and
payroll.  I trust that you recognize that Company  morale,  an  intangible,  but
critical ingredient to our long term success, has palpably improved.

3. I don't  believe that it is an  overstatement  to say that these are far from
the conditions which greeted me upon my arrival.  We are on the right track, but
have a number of turbulent  issues ahead that must be  proactively  addressed in
order exploit these improvements, as well as a host of persistent issues which I
have inherited.

4. I would ask that given the information  outlined above, as well as many other
significant  issues which we have  personally  discussed on numerous  occasions,
that you approve effective immediately, an increase in my base salary from $108K
annually, to $150K annually.


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Additionally,  I request  that the annual  bonus  paragraph  3.(b) be amended to
reflect a minimum  guaranteed bonus in January 2001 in the amount of $45,000 the
maximum being 50% of annual base salary.

I  respectfully  request  that due  consideration  be given to the  increases in
compensation  detailed in paragraphs 4 & 5 above, and your decision be evidenced
by your  signatures  below,  and that a copy of this  letter be  appended  to my
current employment agreement.

Most Sincerely,

LtCol A. R. Pavsner USMC (Retired)
Exec VP / COO



APPROVED / DISAPPROVED (circle one and initial)     APPROVED / DISAPPROVED (circle one and initial)
<S>                                                 <C>
 /s/ Smiley J. Sansoni            4/24/00            /s/ Ernest D. Chu                 4/20/00
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Smiley J. Sansoni, Pres/CEO        Date                 Ernest D. Chu, CFO               Date

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