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                              Oryx Technology Corp.
                              Employment Agreement


         Oryx Technology Corp. (the "Company"), a duly incorporated and existing
Delaware  corporation,  and Phillip J. Micciche ("Micciche" or "Executive"),  an
individual  residing  in  the  State  of  California,  hereby  enter  into  this
Employment  Agreement  ("Agreement")  on the date  set  forth  below.  Together,
Micciche and the Company are the only parties hereto.


         Whereas,  Company  desires to keep  Micciche as its President and Chief
Executive Officer ("CEO"); and

         Whereas,  Micciche  desires to continue as the Company's  President and
CEO under the terms and conditions set forth below.

         NOW THEREFORE, Micciche and Company agree as follows.

                                    ARTICLE 1
                                   DEFINITIONS

         1.1 "Base  Salary"  shall  mean  regular  cash  compensation  paid on a
periodic basis, exclusive of benefits, bonuses or incentive payments.

         1.2 "Board" shall mean the Board of Directors of the Company.

         1.3  "Disability"  shall mean occurrence of both of the following:  (1)
the  inability  of Micciche to perform the  essential  functions of his position
under this  Agreement,  with  reasonable  accommodation,  because of physical or
mental  incapacity,  as reasonably  determined by the Company after consultation
with a qualified  physician selected by the Company;  and (2) a determination by
Company's  disability  insurance  carrier that Micciche is entitled to long term
disability benefits.

                                    ARTICLE 2
                           EMPLOYMENT, DUTIES AND TERM


         2.1  Employment.  Company  hereby  retains  Micciche  as the  Company's
President  and  CEO  and  Micciche  hereby  confirms  his  continuation  in such
employment  positions.  Micciche  shall  work  out  of  the  Company's  Northern
California offices which are presently located at 1100 Auburn Street in Fremont,
California.  Company  shall not change the  location  of  Micciche's  employment
without Micciche's prior written consent.


         2.2  Duties.  Micciche  shall  devote his  primary  attention  and best
efforts to the Company and to fulfilling  the duties of his position which shall
include  such  duties as may from  time to time be  assigned  him by the  Board.
Micciche  shall comply with the Company's  policies and procedures to the extent
they are not inconsistent  with this Agreement,  in which case the provisions of
this Agreement shall prevail.

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         2.3 Term.  This Agreement  shall be effective for a one (1) year period
commencing  on March 1, 2001 and ending on February  28,  2002,  unless  earlier
terminated pursuant to Article 4 of this Agreement.


                                    ARTICLE 3
                       COMPENSATION, EXPENSES AND BENEFITS


         3.1 Base Salary.  For services rendered under this Agreement from March
1, 2001 through the end of February  2002, the Company shall pay Micciche a Base
Salary  of  $14,666.66  per  month,  in each case  payable  in  accordance  with
Company's normal payroll  practices.  All amounts payable to Micciche under this
Agreement  shall be reduced by such  amounts as are  required  to be withheld by
applicable law.


         3.2 Bonus/Additional Option Grants. Bonus or incentive compensation and
additional  option  grants,  if any, shall be paid or granted to Micciche in the
sole discretion of the Board.


         3.3  Options.  If,  at the end of  February,  2002,  Micciche  is still
employed as the Company's  President & CEO or serves on the  Company's  Board of
Directors,  then all unvested  options which Micciche holds in the Company shall
automatically  vest. To the extent Micciche has not exercised all of his options
in the Company by March 1, 2002,  Micciche  shall have an  additional  two years
(through March 1, 2004) to exercise said options and the exercise  period of all
Micciche's  options  shall be extended to the longer of (a) March 1, 2004 or (b)
such  date  as is  otherwise  prescribed  in  the  applicable  option  agreement
memorializing  the Company's grant of options to Micciche.  Notwithstanding  the
foregoing,  none of the  provisions of this Section 3.02 shall apply if Micciche
is fired for cause from his positions as President and CEO as set forth below in
Section 4.2.

         3.4  Benefits.  During  the  employment  term,  the  Company  shall pay
Micciche's long term health insurance  benefits up to a maximum of $90,000.  The
Company shall also pay Micciche's  other health  insurance  benefits on the same
terms and conditions as Company pays same for all other employees. Such benefits
may change from time to time or may be eliminated without notice by the Company.

         3.5  Disability.  If Micciche  shall become  disabled  while serving as
President and CEO during the term of this Agreement,  the Company shall continue
to pay Micciche's full salary during the term.

         3.6 Car  Allowance.  The Company  shall lease or purchase an automobile
for Micciche's use which shall not exceed a purchase price of $65,000 At the end
of February 2002,  Micciche shall have the right to purchase said  automobile at
80% of its average Blue Book value at the time of such purchase.

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         3.7 Business  Expenses.  The Company shall, in accordance  with, and to
the extent of, its policies in effect from time to time,  reimburse all ordinary
and necessary  business expenses  reasonably  incurred by Micciche in performing
his duties as an employee of the Company, including, without limitation, the use
of a cell phone,  provided that Micciche  accounts promptly for such expenses to
the Company in the manner prescribed from time to time by the Company.

         3.8 Vacation,  Sick Leave.  Micciche  shall be entitled to vacation and
sick leave according to the Company's standard policies and procedures.


         3.9 Change of  Control.  During  the term  hereof,  upon the  Company's
acquisition  by a third  party  or the sale of all or  substantially  all of the
Company's  assets to a third party,  all of  Micciche's  unvested  options shall
automatically  vest. For purposes hereof,  an acquisition by a third party shall
be deemed to occur when the  Company is merged  with or into a third  party in a
merger or other form of business  combination  or  reorganization  such that the
Company's  stockholders  before such event do not control the resulting business
entity after such event.


                                    ARTICLE 4
                                EARLY TERMINATION

         4.1 Early  Termination.  This  Article 4  governs  termination  of this
Agreement at any time during the term of this Agreement.

         4.2 Termination for Cause. The Company may terminate this Agreement and
Micciche's  employment  only for  "Cause" as that term is defined  herein,  upon
written notice to Micciche.

                  4.2.1    "Cause"  means any one of the  following:  (a) fraud,
                           (b)  misrepresentation,  (c) theft or embezzlement of
                           the Company's assets,  (d) intentional  violations of
                           law  involving  moral  turpitude,  (e) the  continued
                           failure by  Micciche  to  satisfactorily  perform his
                           duties as reasonably assigned to Micciche pursuant to
                           Section 2.2 of this  Agreement for a period of thirty
                           (30)   days   after  a   written   demand   for  such
                           satisfactory  performance which specifically and with
                           reasonable  detail  identifies the manner in which it
                           is alleged Micciche has not satisfactorily  performed
                           such  duties,  and (f) any  material  breach  of this
                           Agreement.


                  4.2.2    In the event of termination  for "Cause"  pursuant to
                           this  Section  4.2,  Micciche  shall be paid his Base
                           Salary and any  vacation and sick pay due through the
                           date  of  termination  specified  in  any  notice  of
                           termination.  Micciche  shall not be  entitled to any
                           additional  compensation or severance  thereafter and
                           Micciche  shall not  receive  the rights set forth in
                           Section 3.3, 3.4, 3.5, 3.6, or 3.9 above.

         4.3 Termination Without Cause. This Section 4.3 shall not be applicable
where  "Cause" for  termination  exists or in the event of  Micciche's  death or
Disability.

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                  4.3.1    Micciche may terminate  this Agreement and Micciche's
                           employment  at any time by  giving  at least 30 days'
                           written  notice to the  Company;  provided,  however,
                           that the  Company  shall  have the  option  of making
                           termination  of this  Agreement  and  termination  of
                           Micciche's  employment effective immediately upon the
                           date of such notice,  in which case Micciche shall be
                           paid  his  Base  Salary  through  such 30 day  notice
                           period.  If the  notice  of  termination  is given by
                           Micciche  pursuant to this  Section  4.3.1,  Micciche
                           shall be entitled to receive his Base Salary  through
                           the date of termination  and shall not be entitled to
                           any  additional  compensation  or  severance  nor the
                           benefits set forth in sections 3.3, 3.4, 3.5, and 3.6
                           above.

                  4.3.2    The  Company  may   terminate   this   Agreement  and
                           Micciche's  employment  at any time  without  "Cause"
                           upon  giving  Micciche  at  least  30  days'  written
                           notice;   provided,   however,  that  in  such  case,
                           Micciche  shall be entitled to all the  benefits  for
                           the remainder of the term of this  Agreement to which
                           he would otherwise be entitled to under Sections 3.1,
                           3.3,  3.4,  3.5, 3.6, 3.7 and 3.8 as if he were still
                           employed at the Company as its  President and CEO and
                           ended his employment on March 1, 2001.

         4.4  Termination  in the Event of Death.  This Agreement and Micciche's
employment shall terminate  immediately in the event of Micciche's death. In the
event of termination  due to Micciche's  death,  the Company shall pay an amount
equal to the sum of six months Base Salary as a lump sum to Micciche's estate as
soon as  practicable  following  the  Company's  receipt of notice of Micciche's
death.  No further  payments  shall be made by the  Company to  Micciche  or his
estate.

         4.5  Termination  in the  Event of  Disability.  The  Company  shall be
entitled to terminate this Agreement and Micciche's  employment  upon Micciche's
Disability. In the event of termination due to Micciche's Disability, Micciche's
Base Salary shall be paid for the earlier to occur of six months or the last day
of February 2001.

                                    ARTICLE 5

                        PROPRIETARY INFORMATION/CONFLICT
                          OF INTEREST/NON-SOLICITATION


         5.1 Proprietary Information.  Micciche shall keep confidential,  except
as the Company may  otherwise  consent in writing,  and not disclose or make any
use of except  for the  benefit of the  Company,  at any time  either  during or
subsequent to his employment by the Company,  any Proprietary  Information which
he may produce, obtain or otherwise acquire during the course of his employment.
As used  herein,  "Proprietary  Information"  shall  include any trade  secrets,
confidential information,  knowledge,  data, or other information of the Company
relating to customer lists, business plans, marketing plans and strategies,  and
pricing

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strategies,  or other subject  matter  pertaining to any business of the Company
for any of its clients, customers,  consultants,  licensees or affiliates, which
information  is not in the public  domain.  In the event of the  termination  of
Micciche's employment for any reason whatsoever,  Micciche shall promptly return
all records, materials, equipment, drawings, software and the like pertaining to
any Proprietary Information.


         5.2  Non-Solicitation  of Company's  Customers and Employees.  Micciche
agrees that the Company has invested  substantial  time and effort in assembling
its staff and personnel.  Accordingly,  Micciche agrees that for a period of one
(1) year after  termination of Micciche's  employment  for any reason,  Micciche
shall  not  directly  or  indirectly  induce  or  solicit  any of the  Company's
employees to leave their  employment  or to become  employed by any other entity
nor shall Micciche  refer any of the Company's  employees to any other entity or
person for  purposes of  inducing  or  soliciting  such  employees  to leave the
Company's employment or to become employed by any other person or entity.

         5.3  Assignment  of  Inventions.  All of  Micciche's  right,  title and
interest to any Covered Invention,  as that term is defined below, that Micciche
makes or conceives while employed by the Company,  belongs to the Company.  This
Agreement  operates as a  prospective  assignment  of all of those rights to the
Company.  Micciche  agrees to execute such documents and provide such reasonable
assistance as may be necessary to perfect this assignment.


         "Invention" means any idea, improvement,  design, discovery or authored
work  (whether   software  or  other  form),   whether  or  not   patentable  or
copyrightable, as well as other newly discovered or newly applied information or
concepts.  An Invention is a "Covered  Invention" if it relates to the Company's
actual or anticipated business; or was developed in any part using the Company's
resources (time,  supplies,  equipment,  facilities,  or data); or if it results
from or is suggested by a task  assigned to, or work  performed  for the Company
by, Micciche; provided, however, if any term of this Section 5.3 shall be deemed
unenforceable  under Cal.  Labor Code ss.  2870,  a copy of which is attached in
Exhibit  A,  such  term  shall  be  ineffective  only  to  the  extent  of  such
unenforceability  without  invalidating  the  remainder of any  provision or the
remaining provisions of this Section 5.3.

         5.4 Consent to  Injunction.  Micciche  agrees that the Company  will or
would suffer an  irreparable  injury if Micciche  were to violate or threaten to
violate  Section  5.1,  Section  5.2, or Section 5.3 hereof and that the Company
would,  by reason of such breach or threat of breach,  be entitled to injunctive
relief in a court of appropriate  jurisdiction and upon proof thereof,  Micciche
hereby stipulates to the entering of such injunctive relief.


         5.5 Other Obligations. Micciche acknowledges that the Company from time
to time may have agreements with other persons or with the U.S.  Government,  or
agencies  thereof,  which  impose  obligations  or  restrictions  on the Company
regarding  inventions made during the course of work thereunder or regarding the
confidential  nature  of such  work.  Micciche  agrees  to be  bound by all such
obligations and  restrictions  and to take all action necessary to discharge the
obligations of the Company thereunder.

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         5.6 Executive's Representations.  Micciche represents and warrants that
his employment by the Company does not and will not breach any agreement to keep
in confidence proprietary  information,  knowledge, or data acquired by Micciche
in confidence or in trust prior to his employment with the Company,  nor does it
breach any restrictive covenant or non-competition agreement.  Micciche will not
disclose to the  Company,  or induce the  Company to use,  any  confidential  or
proprietary  information  or  material  belonging  to any  previous  employer or
others.  Micciche  agrees not to enter into any  written  or oral  agreement  in
conflict herewith.

         5.7  Conflict  of  Interest.  During  Micciche's  employment  with  the
Company,  Micciche will engage in no activity or employment  which will conflict
with the  interests of the Company and will comply with the  Company's  policies
and guidelines pertaining to business conduct and ethics.


         5.8 Survival of  Obligations.  The  provisions  of this Article 5 shall
survive   termination  of  this  Agreement  and  shall  survive  termination  of
Micciche's employment.

                                    ARTICLE 6
                               GENERAL PROVISIONS

         6.1  Successors and Assigns.  This Agreement  shall be binding upon and
inure to the  benefit of the  successors  and  assigns of the  Company  and each
subsidiary,  whether  by  way  of  merger,  consolidation,   operation  of  law,
assignment,  purchase or other acquisition of substantially all of the assets or
business of the Company,  and any such successor or assign shall  absolutely and
unconditionally  assume  all  of  the  Company's  obligations  hereunder.   This
Agreement  shall be  binding  upon and inure to the  benefit  of  Micciche,  his
administrators,  executors,  legatees,  and heirs.  In that this  Agreement is a
personal services contract, it shall not be assigned by Micciche.


         6.2 Notices.  All notices,  requests and demands made  pursuant  hereto
shall,  except as otherwise  specified  herein,  be in writing and  delivered or
mailed to any such  party at, if to  Micciche,  his  address as set forth in the
Company's  personnel records,  and, if to Company,  at its headquarters.  Either
party may change its  address,  by notice to the other party given in the manner
set forth in this Section 6.2. Any notice, if mailed properly addressed, postage
prepaid,  registered  or  certified  mail,  shall be  deemed  dispatched  on the
registered date or that date stamped on the certified mail receipt, and shall be
deemed  received on the third  business  day  thereafter  or when it is actually
received, whichever is sooner.


         6.3 Caption. The various headings or captions in this Agreement are for
convenience  only and shall not affect the  meaning  or  interpretation  of this
Agreement.

         6.4 Governing Law/Forum. The validity,  construction and performance of
this  Agreement  shall be governed by the laws of the State of  California.  The
exclusive  forum for the litigation or arbitration of any dispute  arising under
this  Agreement  shall be the  appropriate  state or  federal  court  located in
Fremont, California.

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         6.5   Arbitration.   Any   dispute   concerning   the   interpretation,
construction, breach or enforcement of this Agreement or arising in any way from
Micciche's  employment with the Company or termination of such employment  shall
be  submitted  to final and binding  arbitration,  which  shall be  specifically
enforceable.  Such arbitration is to be conducted before a single  arbitrator in
Palo Alto,  California.  The  arbitration  shall be  conducted  pursuant  to the
American  Arbitration  Association  ("AAA") Commercial Dispute Resolution Rules.
Micciche and the Company  agree that,  except as provided in Section 5.2 herein,
the procedures  outlined in this Section 6.5 are the exclusive method of dispute
resolution  regarding this Agreement and Micciche's  employment with the Company
or the termination  thereof.  No discovery shall be permitted in any arbitration
except an exchange of documents as may be ordered by the arbitrator.

         6.6 Attorney Fees. If any action at law, in equity or by arbitration is
taken to enforce or interpret the provisions of this  Agreement,  the prevailing
party shall be entitled  to  reasonable  attorneys'  fees,  costs and  necessary
disbursements  in  addition  to any  other  relief  to which  such  party may be
entitled, including fees and expenses on appeal.

         6.7 Construction.  Wherever possible,  each provision of this Agreement
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under  applicable law, such provision  shall be ineffective  only to the
extent of such prohibition or invalidity  without  invalidating the remainder of
such provision or the remaining provisions of this Agreement.

         6.8 Waivers. No failure on the part of either party to exercise, and no
delay in  exercising,  any right or remedy  hereunder  shall operate as a waiver
thereof;  nor  shall  any  single  or  partial  exercise  of any right or remedy
hereunder  preclude any other or further exercise thereof or the exercise of any
other right or remedy granted hereby or by any related document or by law.

         6.9  Modification.  This Agreement may not be and shall not be modified
or amended except by written instrument signed by the parties hereto.


         6.10 Entire Agreement.  This Agreement constitutes the entire agreement
and understanding  between the parties as to its subject matter.  This Agreement
supersedes,  merges,  and voids all prior  agreements or  understandings  of the
parties with respect to the subject matter hereof, whether oral or written.


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

                                                  Oryx Technology Corp.


/s/ Philip Micciche                               By:  /s/ Mitchel Underseth
-------------------                                   -----------------------
Phillip J. Micciche                                    Mitchel Underseth
                                                       Chief Financial officer



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