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



     THIS EMPLOYMENT  AGREEMENT (the "Agreement") is dated as of the 28th day of
January,  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 Richard T. Case
with an address at 3317 Klondike Place, Castle Rock, Colorado 80104 (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 shall perform his duties and the  responsibilities  provided for
herein in accordance with the terms and conditions of this Agreement.

     2. EMPLOYMENT STATUS. (a) Employee shall at all times be Company's employee
        -----------------
subject to the terms and conditions of this Agreement subject,  however,  to the
Consulting Contingency referred to below.

          (b) The parties acknowledge  that the Company may, at any time, hire a
full-time Chief Executive Officer in which case Employee's status as an employee
shall cease upon the date when such full-time Chief Executive assumes his duties
and  thereupon  Richard T. Case shall become a consultant to the Company for the
shorter of (i) one year or (ii) the expiry of the  original  term of  employment
provided  hereunder  (the  "Consulting  Contingency").  During  the  term of his
consultancy,  Richard T. Case shall be entitled to receive a Consultant's fee of
$10,000 per month which shall be subject,  however,  to the same  requirement of
$1,000,000  minimum  financing  referred  to in Section  5.5  applicable  to his
receipt  of Base  Salary  with a similar  accrual  until  such  funds  have been
received.


<PAGE>


     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
following the date hereof.

     4. POSITION AND PHYSICAL PRESENCE.
        ------------------------------

     4.1. 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 performance of his
duties.

     4.2. The Company  acknowledges  that Employee  currently  resides in Castle
Rock,  Colorado  whereas the Company will be  headquartered  in  Princeton,  New
Jersey.  Employee shall be required to spend at least five (5) days per calendar
month present at the Company's  Princeton  site,  and  Employee's  reimbursement
right for travel  expense shall be subject to the overall  limitation on expense
reimbursement  set forth in  Section  6.3.  Employee  agrees to devote  all time
reasonably necessary to fulfill his duties hereunder, which in no event shall be
less than sixty (60) hours per month. During the continuance of his consultancy,
Richard T. Case as consultant shall make himself  available for consultation but
shall not be responsible for day to clay operations of the Company.

     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
monthly   salary  of  $10,000  (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."

          (b) Employee  shall,  immediately  upon  effectiveness  of the Merger,
under the Merger  Agreement and Plan of Merger below receive  175,000 options to
purchase  common  stock  of the  Company  at  $0.10  per  share  which  shall be
exercisable with respect to Contessa  Corporation common stock post-merger as if
such  option had been  exercised  prior to the Merger.  Such  option  shall also
provide for (i) "piggyback"  registration  rights from the date of the Merger to
the date one (1) year  following  the last  issuance  under  the  Grace  Private
Placement (as such



                                       2
<PAGE>

term is defined in the Merger Agreement and Plan of Merger dated the date hereof
among Contessa  Corporation,  the Company, and Fullcomm Acquisition Corp.) and a
"pro rata" right of participation for shareholders  other than Messrs.  Elliott,
Lee and Escaravage and (ii) demand  registration rights with usual and customary
terms  and  conditions  which  shall be  effective  from the  expiration  of the
"piggyback" rights referred to above and continue for a period of one year.

     5.2.  Employee  shall be eligible to  participate  in any  Incentive  Stock
Option  Plan as may be  established  by the Board on the  terms  and  conditions
generally applicable to such ISO plan participants.

     5.3 At the sole  discretion  of the Board,  Employee  shall be  entitled to
participate in any bonus programs  established by the Board for employees of the
Company.

     5.4.  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.

     5.5.  Employee  acknowledges  and agrees  that the  Company is  currently a
development stage company without actual products or revenues,  and accordingly,
it is in the mutual  interest  of both  parties to defer  receipt of Base Salary
until such time as the Company shall have  received not less than  $1,000,000 in
gross  proceeds  from the private  placement to be  undertaken  by R.K Grace and
Company.  Any amounts so deferred  shall accrue until the  Company's  receipt of
such funds.

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

     During  the Term  hereof  and so long as  Employee  is not  terminated  nor
operating under the Consulting Contingency:

     6.1  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 four (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.


                                       3
<PAGE>


     6.3. Reasonable travel,  entertainment and other business expenses actually
incurred  by  Employee  in the  performance  of his  duties  hereunder  shall be
reimbursed  upon the submission of supporting  documentation  by Employee to the
Company. It is understood and agreed that the Board shall be required to approve
the  reimbursement  of all expenses  incurred by Employee in excess of $5,000 in
the aggregate for any year.

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

     7.1.  For Cause or  Without  Cause by the  Company.  Employee's  employment
           --------------------------------------------
hereunder,  or the  consultancy  referred to herein,  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.  If Employee is terminated,  he shall be entitled to
receive  Employee's  Base Salary from Company  through the date of  termination.
Employee shall be entitled to no other payments of Employee's  Base Salary under
this Agreement.  All other benefits,  if any, due Employee following  Employee's
termination  of employment  shall be  determined  in accordance  with the plans,
policies and practices of the Company.

     7.2.  Disability  or Death.  (i)  Employee's  employment,  or  consultancy,
           --------------------
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 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).


                                       4
<PAGE>

            7.2.2.  All  other  benefits,   if  any,   due  Employee   following
       Employee's  termination of employment  pursuant to this Subsection  7.2.2
       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 of 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,  but Richard T. Case as  consultant  shall not, 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  terminated by the
Company.

     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"  owners (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


                                       5
<PAGE>

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 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.

     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.



                                       6
<PAGE>


     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 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.


                                       7
<PAGE>

     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,   (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. The provisions of Section 8.1, 8.2 and
8.3 shall also apply to Richard T. Case, as consultant.

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

     9.1.  During  the term  hereof  and for a period of one (1) year  after the
termination  of this  Agreement,  Employee,  and Richard T. Case as  consultant,
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 business  conducted by Company at the time of the  termination
or expiration of this Agreement.  Notwithstanding the foregoing,  (i) nothing in
this Section 9 shall prohibit Employee, and Richard T. Case as consultant,  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  required  and is
otherwise in compliance with Section 7 hereof.  The foregoing shall not preclude
the Employee or any affiliate thereof from any consulting  arrangement which may
be entered into from time to time with the Company, or any of its affiliates.

     9.2.  Employee,  and Richard T. Case as consultant,  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




                                       8
<PAGE>

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.  The  foregoing  provisions of
this Section shall also apply to Richard T. Case as consultant.

     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.  The foregoing  provisions of this Section shall also
apply to Richard T. Case as consultant.

     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.  The
foregoing  provisions  of this  Section  shall  also apply to Richard T. Case as
consultant.

     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. The foregoing  representation and warranty shall also be deemed to have
been made by Richard T. Case during the continuance of the his consultancy.

     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


                                       9
<PAGE>

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 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 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.



                                       10
<PAGE>

     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,  Richard T. Case as
consultant,  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  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.  The foregoing  provision
shall,  if  applicable,  be given  effect  should  Richard T. Case  continue his
directorship during his consultancy.

                            [SIGNATURE PAGE FOLLOWS]




                                       11
<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 Elliot
    --------------------------
    Brendan Elliott, President

EMPLOYEE


/s/ Richard T. Case
-------------------
Richard T. Case



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