Scott G. Halperin
                                                        Chief Executive Officer

                                  June 1, 2002



Joseph Riemer, PhD.
57 Forest Road
Randolph, New Jersey 07869 PERSONAL, CONFIDENTIAL &  PRIVILEGED

Dear Dr. Riemer:

As per understanding, the purpose of this letter is to outline to you the
general terms of your employment by the Classica Microwave Technologies, Inc.'s
("CMT") beginning today.


1.                Your title will be President and you shall have primary
                  responsibility for the supervision and control over, and
                  responsibility for, the day-to-day operations of the Company,
                  and shall have such other powers and duties as may from time
                  to time be delegated to you by the Board of Directors of the
                  Company, provided that such duties are consistent with your
                  position. You shall report directly to the Chief Executive
                  Officer of the Company.

2.                Your annual compensation shall be $120,000, paid bi-weekly at
                  the rate of $4,615.39 bi-weekly. In addition, you will receive
                  an initial stock option for the purchase of 68,570 shares of
                  The Classic Group, Inc. common stock at $1.75 per share,
                  vesting 1/3 on November 1, 2002, 1/3 on November 1, 2003 and
                  the remaining 1/3 on November 1, 2004.

3.                Also, annually starting on November 1, 2002 and each year
                  there after, in consideration for your successful performance
                  of your duties, your annual compensation will be reviewed and
                  updated, and you will be given a stock option for no less than
                  an amount of shares equal to your updated annual salary
                  divided by the closing price of the Classica Group, Inc.
                  common stock the previous business day. These options will
                  vest 1/3 one year from the date of granting of the option, and
                  1/3 each year thereafter on the 1st day of November.

<page>
Joseph Riemer, PhD.
June 1, 2002
Page 2


4.                After the required waiting period of 90 days you will be
                  offered participation in the Company's Executive Health and
                  Dental insurance programs. The Company's health insurance is
                  under Oxford Health Plans Liberty Plan PPO. Under that plan
                  there is no "Gatekeeper" and no referrals are required. An
                  office visits requires a $10.00 co-pay. Drugs from the
                  pharmacy require either a $5.00 or $10.00 co-pay depending
                  upon the drug in question.

                  The Company's dental insurance program is underwritten by the
                  Allied Health Partnership--Kansas City Life Insurance Company.

5.                You will be entitled to three weeks of vacation during your
                  first year of employment and four weeks per year thereafter.

6.                The Company does not currently have a 401(k) plan in effect,
                  but is anticipating adopting one. Upon adoption of a plan you
                  will be entitled to join it in accordance with its
                  requirements.


Finally, this letter is not, and is not intended to be a contract. As a matter
of policy the Company does not enter into employment contracts with its
employees. Employment with the Company is voluntarily entered into by the
employee and the employment relationship is "at will" as regards the employer.


Yours very truly,



Scott G. Halperin
Chief Executive Officer