EMPLOYMENT AGREEMENT
                              --------------------


     THIS EMPLOYMENT AGREEMENT (this "Agreement") is dated as of the 28th day of
April, 2000, and is by and between Fullcomm,  Inc., a Delaware  corporation with
an office for purposes of this Agreement at 11 Chambers Street,  Princeton,  New
Jersey 08542 (hereinafter the "Company" or "Employer"),  and Howard M. Weinstein
(hereinafter the "Employee").


                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  Company wishes to retain the services of Employee to act as Chief
Executive  Officer for and on its behalf in accordance with the following terms,
conditions and provisions; and

     WHEREAS,  Employee wishes to perform such services for and on behalf of the
Company, in accordance with the following terms, conditions and provisions.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and conditions
herein  contained the parties hereto  intending to be legally bound hereby agree
as follows:

     1.  EMPLOYMENT.  Company hereby employs  Employee and Employee accepts such
         ----------
employment,  and each party shall perform its or his  respective  duties and the
responsibilities provided for herein in accordance with the terms and conditions
of this Agreement.

     2.  EMPLOYMENT  STATUS.  Employee shall at all times be Company's  employee
         ------------------
subject to the terms and  conditions  of this  Agreement  and  entitled  to such
benefits as provided herein.

     3. TERM. Unless earlier terminated pursuant to terms and provisions of this
        ----
Agreement,  this  Agreement  shall  have a term  (the  "Term")  of two (2) years
commencing  May 22,  2000.  The Term shall  automatically  renew for  successive
two-year  terms  thereafter  unless  either  party  delivers  written  notice of
termination  to the  other  at least  60 days  prior  to the end of the  initial
two-year Term or any succeeding two-year Term.

     4. POSITION.  During Employee's employment hereunder,  Employee shall serve
        --------
as Chief Executive Officer of the Company. In such position, Employee shall have
the  customary  powers,  responsibilities  and  authorities  of such position in
corporations  of the  size,  type and  nature  of the  Company  including  being
generally  responsible  for the  day-to-day  operations of Employer's  business.
Employee  shall perform such duties and exercise such powers  commensurate  with
his positions and  responsibilities  as shall be determined from time to time by
the Board of Directors of the Company (the "Board").  Neither  Employee's  title
nor any of his  functions  shall be changed,  diminished  or adversely  affected
during the Term without his written consent.  Employee shall be provided with an
office,  staff and other  working  facilities  at the  executive  offices of the
Company  consistent with his position and as required for the

<PAGE>

performance of his duties.  In addition,  Employer shall use its best efforts to
have Employee  elected to the Board of Directors of Employer's  parent  company,
Contessa  Corporation,  at each of  Contessa  Corporation's  Annual  Meeting  of
Stockholders.

     5.  COMPENSATION.  For the performance of all of Employee's  services to be
         ------------
rendered pursuant to the terms of this Agreement,  Company will pay and Employee
will accept the following compensation:

     5.1.(a) During  the Term,  Company  shall pay  the Employee an initial base
annual   salary  of  $130,000   (the  "Base   Salary")   payable  in  bi-monthly
installments,  and such Base  Salary  shall not be  decreased  during  the Term.
Employee's Base Salary, as in effect from time to time, is hereinafter  referred
to as the  "Employee's  Base Salary."  Employee's  Base Salary shall be reviewed
annually by the Board, who, in its sole discretion, may increase Employee's Base
Salary based upon Employee's performance.

          (b) For each of the following key milestones  that are obtained by the
Employer  over the first twelve (12) months of  Employee's  employment  with the
Employer,  Employee  shall be  entitled  to a bonus of  $30,000:  (i) a  working
prototype  which has been completed and  successfully  tested by the third-party
design team,  (ii)  successful  beta test with a reputable  company  (where test
parameters have been established  prior to the beta test and the results of such
beta  test  meet the test  parameters  established  by  management),  and  (iii)
completion of a letter of intent describing a joint marketing  agreement with an
acceptable market leader, as determined by management.

          (c) Upon the  execution  of this  Agreement,  Employee  shall  receive
options to purchase 625,074 shares of the common stock of Contessa  Corporation.
Such options shall have an exercise price equal to the fair market value of such
common  stock on the date of grant.  Such  options  shall vest as  follows:  (i)
223,241 of such options granted shall vest on the first anniversary of the grant
date, (ii) 223,241 of such options granted shall vest on the second  anniversary
of the grant date, and (iii) 178,592 of such options granted shall vest upon the
earlier of (x) the market  capitalization of Contessa  Corporation  reaching the
sum of an average of $100  million for a period of one month  during the initial
term of this Agreement, or (y) the seventh anniversary of the grant date.

     5.2.  Employee shall be eligible to participate in (i) the Incentive  Stock
Option  Plan as may be  established  by the Board on the  terms  and  conditions
generally applicable to such ISO plan participants and (ii) the Company's Senior
Management Bonus Plan.

     5.3.  Company shall deduct and withhold from  Employee's  compensation  all
necessary  or required  taxes,  including  but not  limited to Social  Security,
withholding and otherwise,  and any other applicable  amounts required by law or
any taxing authority.

<PAGE>

     6. Employee Benefits.
        -----------------

     6.1.  During the Term hereof and so long as Employee is not  terminated for
cause (as such term is defined  herein),  Employee shall receive and be provided
health and dental insurance,  and during Employee's employment hereunder, in the
sole  and  absolute  discretion  of the  Board,  such  other  employee  benefits
including, without limitation, fringe benefits, vacation, automobile, retirement
plan participation and life,  health,  accident and disability  insurance,  etc.
(collectively,  "Employee Benefits").  The parties acknowledge that the benefits
to be provided  pursuant to this Section shall  commence as soon as  practicable
following the date hereof, but in any case within thirty days following the date
hereof.

     6.2. Employee shall be entitled to receive four (4) weeks paid vacation per
calendar  year.  If such  vacation  time is not  taken by  Employee  in the then
current year, Employee at his option may accrue vacation or receive compensation
in lieu thereof at one-half the then current level of Employee's Base Salary.

     6.3. Reasonable travel,  entertainment and other business expenses actually
incurred  by  Employee  in the  performance  of his  duties  hereunder  shall be
reimbursed by the Company upon the approval of the Chief  Executive  Officer who
shall be entitled to request supporting documentation (receipts, invoices, etc.)
with respect to such expenses.

     6.4.  Employee  agrees to temporarily  move, for a period not to exceed six
(6) months,  to a site where the  Employer's  prototype  design team is located.
During such time period,  Employer shall reimburse Employee for temporary living
expenses not to exceed $1,350 per month.  Upon the earlier of (i) Board approval
of a  permanent  site or (ii)  the  expiration  of 180  days  from  the  date of
execution of this  Agreement,  Employer  shall pay to Employee a lump sum in the
amount of $30,000 to cover the  relocation  expense  for  Employee  to move to a
permanent site, as approved by the Board. Employee shall then be responsible for
all of his  transition  and moving costs,  as well as any and all federal and/or
state taxes that may be incurred by  Employee in  connection  with such  $30,000
payment.

     7. Termination.
        -----------

     7.1.  For Cause by the  Company.  Employee's  employment  hereunder  may be
           -------------------------
terminated by the Company at any time with or without cause upon sixty (60) days
prior written notice. Any termination of Employee's  employment pursuant to this
Section 7.1 shall be made by the Board.

          7.1.1.  If Employee is terminated  for cause,  he shall be entitled to
     receive  Employee's  Base  Salary  from  Company  only  through the date of
     termination  and  Employee  shall  be  entitled  to no  other  payments  of
     Employee's  Base Salary  under this  Agreement.  If Employee is  terminated
     without cause, he shall be entitled to receive Employee's Base Salary for a
     period of six (6) months immediately following the termination date and all
     previously  granted options shall be accelerated and vest immediately.  All
     other benefits,  if any, due Employee following  Employee's  termination of
     employment  pursuant  to this  Subsection  7.1.1  shall  be  determined  in
     accordance with


<PAGE>

     law and with the plans, policies and practices of the Company as in general
     effect on the date of termination.

          7.1.2     For the purposes of this  Agreement,  "cause" shall include,
                    without limitation, the following conduct of the Employee:

                    (i)  neglect or refusal to  perform  the duties  assigned to
          the  Employee  under  or  pursuant  to this  Employment  Agreement  or
          material breach of any provision of this  Employment  Agreement by the
          Employee  after due notice  thereof and a 15 day  opportunity  to cure
          such breach;

                    (ii) willful  misconduct  as  an Employee, including but not
          limited to,  misappropriating  funds or property of the  Company;  any
          attempt to obtain any personal  profit from any  transaction  in which
          the  Employee  has an  interest  that is adverse to the Company or any
          breach of the duty of loyalty  and  fidelity  to the  Company;  or any
          other act or omission of the Employee which substantially  impairs the
          Company's  ability  to  conduct  its  ordinary  business  in its usual
          manner;

                    (iii)  conviction  of a  felony  or plea of  guilty  or nolo
          contendere to a felony;

                    (iv) acts of dishonesty  or moral  turpitude by the Employee
          that are detrimental to the Company or any other act or omission which
          subjects the Company or any of its  affiliates  to public  disrespect,
          scandal, or ridicule, or that causes the Company to be in violation of
          governmental regulations that subjects the Company either to sanctions
          by  governmental  authority or to civil  liability to its employees or
          third parties; and

                    (v)  disclosure or use of  confidential  information  of the
          Company,  other than as  specifically  authorized  and required in the
          performance of Employee's duties.

     7.2.  Disability  or  Death.  (i)  Employee's  employment  hereunder  shall
           ---------------------
terminate  upon  his  death  or  if  Employee  becomes  physically  or  mentally
incapacitated and is therefore unable (or will, as a result thereof,  be unable)
to  perform  his duties  for a period of nine (9)  consecutive  months or for an
aggregate  of fifteen  (15) months in any  twenty-four  (24)  consecutive  month
period (such incapacity is hereinafter referred to as "Disability").  If Company
terminates  Employee's employment under the terms of this Agreement and Employee
does not receive  disability  insurance  payments  under the terms  hereof in an
amount at least equal to the then effective Employee's Base Salary pursuant to a
policy  maintained and paid for by the Company,  Company shall be responsible to
continue to pay  Employee's  Base Salary during the then  remaining  Term to the
extent  required to bring the  Employee's  annual  compensation  (together  with
disability  payments)  up to the  amount  equal to the  Employee's  Base  Salary
immediately  prior to the  termination  for  disability.  Any question as to the
existence  of the  Disability  of Employee as to which  Employee and the Company
cannot agree shall be determined in writing



<PAGE>

by a qualified  independent  physician  mutually  acceptable to Employee and the
Company. If Employee and the Company cannot agree as to a qualified  independent
physician,  each shall appoint such a physician and those two  physicians  shall
select a third who shall make such  determination in writing.  The determination
of  Disability  made in writing to the Company and  Employee  shall be final and
conclusive for all purposes of the Agreement.

                    7.2.1. Upon termination of Employee's  employment  hereunder
          during  the Term as a result  of  death,  Employee's  estate  or named
          beneficiary(ies)  shall receive from the Company (x)  Employee's  Base
          Salary at the rate in effect at the time of  Employee's  death through
          the end of the month in which his  death and (y) the  proceeds  of any
          life  insurance  policy  maintained  for his  benefit  by the  Company
          pursuant to this  Agreement  (or the Plans and Policies of the Company
          generally).

                    7.2.2.  All other benefits,  if any, due Employee  following
          Employee's  termination  of  employment  pursuant to this  Section 7.2
          shall be  determined  in  accordance  with  the  plans,  policies  and
          practices of the Company in general effect at the date of death.

          7.3. Change in Control Payment.
               -------------------------

          7.3.1.  If there is a Change  of  Control  within  one (1) year of the
termination  of this Agreement  without cause by the Company,  Employee shall be
entitled to receive the  difference  between  those monies he actually  received
upon such  termination  and 2.99  times  Employee's  base  amount as  defined in
Section 280G(b)(3) of the Internal Revenue code of 1986, as amended (the "Code")
(the "Employee Base Amount").

          7.3.2. Subject to Section 7.6, if Employee's  employment is terminated
by the Company and  coincident  with or following a Change of Control,  Employee
shall be entitled to a lump sum payment, payable within ten (10) days after such
termination  of  employment,  equal to the  product  of (x) 2.99  times  (y) the
Employee Base Amount.

          7.4.  Termination  by  Employee.  If  Employee,  upon ninety (90) days
                -------------------------
notice to the  Employer,  terminates  his  employment  with the  Company for any
reason  during the term,  Employee  shall be entitled to continued  benefits and
compensation,  as set forth in  Paragraph 5 herein,  during the ninety (90) days
following such notice.  Employee shall continue to perform his duties during the
ninety (90) days  following such notice,  unless less otherwise  notified by the
Employer.

          7.5 Change of Control defined: For purposes of this Agreement, "Change
              -------------------------
of Control" shall mean (i) any transaction or series of transactions (including,
without limitation, a tender offer, merger or consolidation) the result of which
is that any  "person"  or "group"  (within  the  meaning of  Sections  13(d) and
14(d)(2) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"),  becomes the  "beneficial"  owner (as defined in rule 13(d)(3)  under the
Securities  Exchange  Act of 1934) of more  than 50  percent  (50%) of the total
aggregate  voting power of all classes of the voting stock of the Company and/or
warrants or options to acquire such voting stock,  calculated on a fully diluted
basis, (ii) during any period of two consecutive calendar years, individuals who
at the beginning of such period constituted the Board of


<PAGE>

Directors  (together  with any new  directors  whose  election  by the  Board of
Directors or whose  nomination  for election by the Company's  stockholders  was
approved by a vote of at least  two-thirds of the directors then still in office
who either were  directors at the beginning of such period or whose  election or
nomination  for election  was  previously  so approved)  cease for any reason to
constitute a majority of the directors then in office, or (iii) a sale of assets
constituting all or substantially  all of the assets of the Company  (determined
on a consolidated basis). In the event of such Change of Control, the new entity
shall be obligated to assume the terms and conditions of this Agreement.

     7.6. Limitation on Certain Payments.
          ------------------------------

          7.6.1. In the event it is determined  pursuant to Section 7.6.2 below,
that part or all of the  consideration,  compensation  or benefits to be paid to
Employee  under this  Agreement in connection  with  Employee's  termination  of
employment following a Change of Control or under any other plan, arrangement or
agreement  in  connection  therewith,  constitutes  a  "parachute  payment"  (or
payments) under Section  280G(b)(2) of the Code, then, of the aggregate  present
value of such parachute payments (the "Parachute Amount") exceeds 2.99 times the
Employee Base Amount, the amounts constituting  "parachute payments" which would
otherwise  be payable to or for the benefit of Employee  shall be reduced to the
extent  necessary  such that the  Parachute  Amount  is equal to 2.99  times the
Employee Base Amount. Employee shall have the right to choose which amounts that
would otherwise be due him but for the  limitations  described in this paragraph
shall  be  subject  to  reduction.  Notwithstanding  the  foregoing,  if  it  is
determined that  stockholder  approval of the payment of such  compensation  and
benefits  will  reduce the  applicability  of  Section  280G of the Code to such
payment,  promptly after request by Employee,  Company will undertake reasonable
efforts to hold such a stockholder meeting to obtain such approval or to solicit
such approval by written consent, and to obtain such approval.

          7.6.2.  Any  determination  that a  payment  constitutes  a  parachute
payment and any  calculation  described  in this  Section 7.6  ("determination")
shall be made by the independent public accountants for the Company, and may, at
Company's election,  be made prior to termination of Employee's employment where
Company  determines that a Change in Control,  as provided in this Section 7, is
imminent.  Such determination shall be furnished in writing no later than thirty
(30) days  following  the date of the Change in Control  by the  accountants  to
Employee.   If  Employee  does  not  agree  with  such  determination  from  the
accountants and within Fifteen (15) days  thereafter,  accountants of Employee's
choice must deliver to the Company their  determination  that in their  judgment
complies with the Code. If the two  accountants  cannot agree upon the amount to
be paid to  Employee  pursuant  to this  Section  7 within  ten (10) days of the
delivery of the  statement of  Employee's  accountants  to the Company,  the two
accountants   shall  choose  a  third   accountant   who  shall   deliver  their
determination of the appropriate  amount to be paid to Employee pursuant to this
Section 7.6,  which  determination  shall be final.  If the final  determination
provides  for  the  payment  of a  greater  amount  than  that  proposed  by the
accountants of the Company,  then the Company shall pay all of Employee's  costs
incurred in contesting  such  determination  and all other costs incurred by the
Company with respect to such determination.


<PAGE>

          7.6.3. If the final determination made pursuant to Subsection 7.6.2 of
this Section 7.6 results in a reduction of the payments that would  otherwise be
paid to Employee  except for the  application  of Section  7.6.1 of this Section
7.6, Employee may then elect, in his sole discretion,  which and how much of any
particular  entitlement  shall be  eliminated  or reduced  and shall  advise the
Company  in  writing  of  his  election  within  ten  (10)  days  of  the  final
determination  of the  reduction  in  payments.  If no such  election is made by
Employee within such 10-day period,  the Company may elect which and how much of
any  entitlement  shall be  eliminated  or  reduced  and shall  notify  Employee
promptly of such election. Within ten (10) days following such determination and
the  elections  hereunder,  the Company shall pay to or distribute to or for the
benefit of Employee such amounts as become due to Employee under this agreement.

          7.6.4.  As a result of the  uncertainty in the  application of Section
280G of the Code at the time of a determination  hereunder,  it is possible that
payments  will be made by the  Company  which  should  not have been made  under
Subsection 7.6.1 of this Section 7.6 ("Overpayment") or that additional payments
which are not made by the Company  pursuant to Subsection  7.6.1 of this Section
7.6 should have been made  ("Underpayment").  In the event that there is a final
determination  by the Internal Revenue  Service,  or a final  determination by a
court of competent  jurisdiction,  that an  Overpayment  has been made, any such
Overpayment  shall be  treated  for all  purposes  as a loan to  Employee  which
Employee  shall repay to the Company  together with  interest at the  applicable
Federal rate  provided for in Section  7872(f)(2) of the Code. In the event that
there  is a  final  determination  by the  Internal  Revenue  Service,  a  final
determination by a court of competent jurisdiction or a change in the provisions
of the Code or regulations  pursuant to which an Underpayment  arises under this
Agreement, any such Underpayment shall be promptly paid by the Company to or for
the benefit of Employee,  together with interest at the applicable  Federal rate
provided for in Section 7872(f)(2) of the code.

     8. NON-DISCLOSURE OF INFORMATION.
        -----------------------------

     8.1. Employee  acknowledges that by virtue of his position he will be privy
to the Company's  confidential  information and trade secrets, as they may exist
from time to time, and that such confidential  information and trade secrets may
constitute  valuable,  special,  and unique  assets of the Company  (hereinafter
collectively  "Confidential  Information").  Accordingly,  Employee  shall  not,
during  the Term and for a period  of five (5) years  thereafter,  intentionally
disclose all or any part of the  Confidential  Information to any person,  firm,
corporation,  association  or  any  other  entity  for  any  reason  or  purpose
whatsoever,  nor  shall  Employee  and any  other  person  by,  through  or with
Employee,  during  the  term  and for a period  of five  (5)  years  thereafter,
intentionally make use of any of the Confidential Information for any purpose or
for the benefit of any other  person or entity,  other than  Company,  under any
circumstances.

     8.2. Company and Employee agree that a violation of the foregoing covenants
will cause irreparable injury to the Company,  and that in the event of a breach
or  threatened  breach by Employee of the  provisions of this Section 8, Company
shall be entitled to an  injunction  restraining  Employee from  disclosing,  in
whole or in part, any Confidential  Information,  or from rendering any services
to any person, firm, corporation, association or other entity to whom any


<PAGE>

such  information,  in whole or in part, has been disclosed in violation of this
Agreement.  Nothing herein stated shall be construed as prohibiting  the Company
from pursuing any other rights and remedies,  at law or in equity,  available to
the Company for such breach or  threatened  breach,  including  the  recovery of
damages from the  Employee.  In  connection  with this  paragraph's  provisions,
Employee  hereby (i) submits to the  jurisdiction  of any  federal  court in New
Jersey or any New Jersey  state court of general  jurisdiction  in the county in
which  Princeton  is  located,  (ii)  waives  any  and  all  defenses  based  on
inconvenient   forum,   and  (iii)  agrees  to  pay  the  reasonable   fees  and
disbursements  of the Company's  legal counsel in connection  with obtaining any
such injunctive relief.

     8.3.   Notwithstanding   anything  contained  in  this  Section  8  to  the
contrary"Confidential  Information"  shall not  include (i)  information  in the
public domain as of the date hereof,  (ii)  information  which enters the public
domain  hereafter  through  no  fault of the  Employee,  and  (iii)  information
created,  discovered or developed by the Employee independent of his association
with the Company,  provided that such  information is supported by  accompanying
documentation of such independent development. Nothing contained in this Section
8 shall be deemed to preclude  the proper use by the  Employee  of  Confidential
Information  in the  exercise  of his  duties  hereunder  or the  disclosure  of
Confidential Information required by law.

     9. RESTRICTIVE COVENANT.
        --------------------

     9.1.  During  the term  hereof  and for a period of one (1) year  after the
termination of this Agreement,  Employee  covenants and agrees that he shall not
own, manage,  operate,  control, be employed by, participate in, or be connected
in any manner with the ownership,  management,  operation,  or control,  whether
directly or  indirectly,  as an individual on his own account,  or as a partner,
member,  joint  venturer,  officer,  director or shareholder of a corporation or
other entity,  of any business  which  competes  with the Company's  business of
embedded digital media security.  Notwithstanding the foregoing,  (i) nothing in
this Section 9 shall prohibit  Employee from owning up to 5% of the  outstanding
voting  capital  stock of any  corporation  or other entity  listed on Nasdaq or
traded  on  any  national  securities  exchange,  and  (ii)  in the  event  of a
termination by the Company, such restriction shall apply only if the Company has
paid to the  Employee  all amounts  owed to the  Employee  and is  otherwise  in
compliance with Section 7 hereof.  The foregoing shall not preclude the Employee
from any consulting arrangement which may be entered into from time to time with
the Company, or its affiliate.

     9.2. Employee acknowledges that the restrictions  contained in this Section
9 are  reasonable.  In that regard,  it is the  intention of the parties to this
Agreement that the provisions of this Section 9 shall be enforced to the fullest
extent  permissible under the law and public policy applied in each jurisdiction
in which  enforcement is sought.  Accordingly,  if any portion of this Section 9
shall be  adjudicated  or deemed to be invalid or  unenforceable,  the remaining
portions   shall  remain  in  full  force  and  effect,   and  such  invalid  or
unenforceable  portion shall be limited to the particular  jurisdiction in which
such adjudication is made.

     10.  BREACH OR THREATENED  BREACH OF COVENANTS.  In the event of Employee's
          -----------------------------------------
actual or threatened breach of his obligations under either Paragraph 8 or 9, or
both,  of this  Agreement,  or  Company's  breach  or  threatened  breach of its
obligations under this


<PAGE>

Agreement,  in addition to any other remedies  either party may have, such party
shall be  entitled  to obtain a temporary  restraining  order and a  preliminary
and/or  permanent   injunction   restraining  the  other  from  violating  these
provisions.  Nothing in this Agreement shall be construed to prohibit Company or
Employee,  as the case may be, from pursuing and  obtaining any other  available
remedies which Company or Employee, as the case may be, may have for such breach
or  threatened  breach,  whether at law or in equity,  including the recovery of
damages from the other.

     11.  DISCLOSURE OF  INNOVATIONS.  The Employee hereby agrees to disclose in
          --------------------------
writing to the Company all inventions, improvements and other innovations of any
kind that the Employee makes, conceives,  develops or reduces to practice, alone
or jointly with others,  during the Term,  to the extent they are related to the
Employee's work for the Company and whether or not they are eligible for patent,
copyright,  trademark,  trade secret or other legal protection  ("Innovations").
Examples of  Innovations  shall  include,  but are not limited to,  discoveries,
research,  inventions,   formulas,   techniques,   processes,  tools,  know-how,
marketing plans, new product plans, production processes, advertising, packaging
and marketing techniques.

     12. ASSIGNMENT OF OWNERSHIP OF INNOVATIONS. The Employee hereby agrees that
         --------------------------------------
all Innovations  will be the sole and exclusive  property of the Company and the
Employee hereby assigns all of his rights,  title or interest in the Innovations
and in all related patents,  copyrights,  trademarks,  trade secrets,  rights of
priority  and other  proprietary  rights to the  Company to the extent  they are
related to the  Employee's  work for the Company.  At the Company's  request and
expense,  during and after the Term, the Employee will assist and cooperate with
the Company in all  respects  and will execute  documents,  and,  subject to his
reasonable  availability,  give testimony and take further acts requested by the
Company to  obtain,  maintain,  perfect  and  enforce  for the  Company  patent,
copyright,   trademark,   trade  secret  and  other  legal  protection  for  the
Innovations.  The Employee  hereby  appoints the President of the Company as his
attorney-in-fact to execute documents on his behalf for this purpose.

     13.  REPRESENTATIONS  AND WARRANTIES BY EMPLOYEE.  Employee hereby warrants
          -------------------------------------------
and represents that he is not subject to or a party to any restrictive covenants
or other  agreements that in any way preclude,  restrict,  restrain or limit him
(a) from being an  Employee  of Company,  (b) from  engaging in the  business of
Company in any capacity, directly or indirectly, and (c) from competing with any
other  persons,  companies,  businesses  or entities  engaged in the business of
Company.

     14.  ARBITRATION.  Other than with respect to a proceeding  for  injunctive
          -----------
relief  referred to herein,  any controversy or claim arising out of or relating
to this Agreement,  the performance  thereof or its breach or threatened  breach
shall be settled  by  arbitration  in  Princeton,  New Jersey or other  mutually
acceptable  place in accordance  with the then  governing  rules of the American
Arbitration  Association.  The finding of the  arbitration  panel or  arbitrator
shall be final and binding upon the parties with the costs of  arbitration to be
equally  borne by the  plaintiffs  and the  defendants,  i.e. the costs borne by
defendant side in the arbitration,  whether single or multiple,  shall equal the
costs  borne  by the  plaintiff  side  in the  arbitration,  whether  single  or
multiple.  Judgment  upon any  arbitration  award  rendered  may be entered  and
enforced in any


<PAGE>

court of competent jurisdiction.  In no event may the arbitration  determination
change Employee's compensation, title, duties or responsibilities, the entity to
whom  Employee  reports or the principal  place where  Employee is to render his
services.

     15. NOTICES.  Any notice  required,  permitted or desired to be given under
         -------
this  Agreement  shall be  sufficient  if it is in  writing  and (a)  personally
delivered  to Employee or any officer of the Company  other than  Employee,  (b)
sent by overnight  delivery or (c) sent by registered or certified mail,  return
receipt  requested,  to  Employer's  or  Employee's  address as provided in this
Agreement or to a different  address  designated in writing by either party.  In
all  instances of notices to be given to Company,  a copy by like means shall be
delivered  to  Company's  counsel  care  of  Buchanan   Ingersoll   Professional
Corporation,  650 College Road East,  Princeton,  New Jersey  08540,  Attention:
David J. Sorin, Esq. In all instances of notices to be given to Employee, a copy
by like means shall be delivered to Employee's  counsel at the address  supplied
by the Employee. Notice is deemed given on the day it is delivered personally or
by  overnight  delivery,  or five  (5)  business  days  after it is  mailed,  if
transmitted by the United States Post Office.

     16.  ASSIGNMENT.  Employee  acknowledges  that his  services are unique and
          ----------
personal. Accordingly, Employee may not assign his rights or delegate his duties
or obligations under this Agreement. Company's rights and obligations under this
Agreement  shall inure to the benefit of and shall be binding upon the Company's
successors and assigns.  Company has the absolute right to assign its rights and
benefits  under  the  terms of this  Agreement  to any  person  or  entity  that
unconditionally  assumes  the  Company's  obligations  under  the  terms of this
Agreement.

     17.  WAIVER  OF  BREACH.  Any  waiver of a breach  of a  provision  of this
          ------------------
Agreement, or any delay or failure to exercise a right under a provision of this
Agreement,  by either  party,  shall not operate or be  construed as a waiver of
that or any other subsequent breach or right.

     18. ENTIRE AGREEMENT.  This Agreement  contains the entire agreement of the
         ----------------
parties.  It may not be changed orally but only by an agreement in writing which
is signed by the parties.  The parties hereto agree that any existing employment
agreement between them shall terminate as of the date of this Agreement.

     19. GOVERNING LAW. This Agreement shall be construed in accordance with and
         -------------
governed by the internal laws of the State of New Jersey.

     20. SEVERABILITY.  The invalidity or non-enforceability of any provision of
         ------------
this Agreement or application  thereof shall not affect the remaining  valid and
enforceable provisions of this Agreement or application thereof.

     21.  CAPTIONS.  Captions in this Agreement are inserted only as a matter of
          --------
convenience  and  reference  and shall not be used to  interpret or construe any
provisions of this Agreement.


<PAGE>

     22.  GRAMMATICAL  USAGE.  In construing  or  interpreting  this  Agreement,
          ------------------
masculine  usage shall be substituted for those feminine in form and vice versa,
and plural usage shall be substituted  or singular and vice versa,  in any place
in which the context so requires.

     23.  CAPACITY.  Employee has read and is familiar with all of the terms and
          --------
conditions of this  Agreement and has the capacity to understand  such terms and
conditions  hereof. By executing this Agreement,  Employee agrees to be bound by
this Agreement and the terms and conditions  hereof.  Employer  represents  that
this Agreement has been duly authorized by the Company and the Company agrees to
be bound by this Agreement and terms and conditions thereof.

     24.   COUNTERPARTS.   This  Agreement  may  be  executed  in  two  or  more
           ------------
counterparts,  each of which shall be deemed to be an original, but all of which
together  shall  constitute  one and the  same  Agreement.  Delivery  of  signed
counterparts  via facsimile  transmission  shall be effective as manual delivery
thereof.

     25.  CONFLICT OF INTEREST.  In any matter  requiring a Board  determination
          --------------------
hereunder,  Employee,  who, it is  contemplated,  will be a  Director,  shall be
counted for purposes of  determining a quorum but shall recuse  himself from the
Board vote on the matter being  determined.  Employee may be present in order to
give a  presentation  on the matter  being  determined,  but shall  otherwise be
absent during the course of the Board's deliberation.


                            [SIGNATURE PAGE FOLLOWS]


<PAGE>



     IN WITNESS WHEREOF,  each of the parties hereto has executed this Agreement
as of the date first herein above written.

FULLCOMM, INC.



By: /s/ Brendan G. Elliott
   -----------------------------
   Brendan G. Elliott, President



EMPLOYEE


/s/ Howard M. Weinstein
--------------------------------
Howard M. Weinstein