ELLIOTT EMPLOYMENT AGREEMENT
                          ----------------------------


     THIS EMPLOYMENT  AGREEMENT (the "Agreement") is dated as of the 28th day of
February,  2000, and is by and between Fullcomm,  Inc., a New Jersey corporation
with an office for purposes of this Agreement at 11 Chambers Street,  Princeton,
New Jersey 08542 (hereinafter the "Company" or "Employer"),  and Brendan Elliott
(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
President  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 shall perform his 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.

     3.  TERMS.  Unless earlier terminated  pursuant to terms and  provisions of
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this  Agreement,  this Agreement shall have a term (the "Term") of two (2) years
following the date hereof.  The Term shall  automatically  renew for  successive
one-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 one-year Term.

     4.  POSITION.  During Employee's employment hereunder, Employee shall serve
         --------
as President 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") and the Chief  Executive  Officer of the
Company.  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


<PAGE>


facilities at the executive offices of the Company  consistent with his position
and as required for the performance of his duties.

     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.  During the Term,  Company  shall pay the  Employee  an  initial  base
monthly salary of $5,000 (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."

     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.

     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,  dental and life 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 six months following the date
hereof.

     6.2.  Employee  shall be entitled to receive  rotor (4) weeks paid vacation
per 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.

     7. Termination.
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<PAGE>

     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  thirty (30)
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 the shorter of (i) one year or
(ii) the  remaining  term of his  employment,  immediately  prior to the date of
termination.  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 the plans, policies and practices of the Company.

     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


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<PAGE>

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  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.

     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  terminates his employment with
           -----------------------
the Company for any reason  during the term,  Employee  shall be entitled to the
same payments he would have received if his  employment  had been  terminated by
the Company.


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<PAGE>

     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 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 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


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<PAGE>


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
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.

     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


                                       6
<PAGE>

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 such
information,  in whole or in part,  has been  disclosed or is  threatened  to be
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  venture,  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


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<PAGE>

the Employee or any affiliate thereof 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  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.

     l1.  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.


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<PAGE>

     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.  Judgement  upon any  arbitration  award  rendered  may be entered and
enforced  in  any  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 an authorized member of Company,  (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.

     17.  WAIVER  OF  BREACH.  Any  waiver of a breach  of a  provision  of this
          ------------------
Agreement, or any delay or failure to exercise a rider 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.


                                       9
<PAGE>

     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.

     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.

     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  shaI1 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]




                                       10
<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/ Richard T. Case
    ----------------------------------------
    Richard T. Case, Chief Executive Officer

EMPLOYEE

    /s/ Brendan Elliot
    ----------------------------------------
    Brendan Elliott


                                       11