AMENDMENT TO
                  EMPLOYMENT, NON-SOLICITATION, CONFIDENTIALITY
                          AND NON-COMPETITION AGREEMENT

      THIS AMENDMENT is made and entered into effective as of the 1st day of
January, 1999, by and between Celerity Systems, Inc., a Delaware corporation
(hereinafter the "Company") and Glenn West (hereinafter the "Executive"). This
Amendment amends the Employment, Non-solicitation, Confidentiality and
Non-competition Agreement (the "Agreement") entered into between the parties as
of May 1, 1995. Except to the extent that the Agreement is specifically amended
hereby, the Agreement shall remain in full force and effect.

                                    Recitals

A.    The Executive is currently the Executive Vice President of Research and
      Architecture of the Company and in that capacity his principal
      responsibility is the development of new products for the Company.

B.    The Company is in the process of refining and adapting its existing
      products for specific sales opportunities and does not expect, for several
      months, to engage in significant new product development activities. As
      such, several employees that were a part of the Research and Architecture
      department have been reassigned to the Engineering department.

C.    As a result of the matters set forth in paragraphs A. and B. above, the
      Executive desires to take a temporary leave of absence from his employment
      with the Company to pursue certain other personal and professional
      interests and the Company has determined that such a leave of absence
      would be appropriate and would not jeopardize the interests of the
      Company.

                              Terms and Conditions

      NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties hereto do hereby agree as follows:

1     The Executive will take a voluntary leave of absence from his employment
      with the Company, effective as of January 1, 1999, and continuing through
      the end of the term of the Agreement (April 30, 2000). In the event that
      the Executive desires to return to employment with the Company prior to
      such time, he may do so provided that he shall give the Company written
      notice at least 30 days prior to the date on which the Executive intends
      to return to such employment. In the event that the Company desires to
      have the Executive return to employment prior to April 30, 2000, it may
      elect to do so provided that it gives the Executive written notice at
      least 60 days prior to the date that the Executive is to return to such
      employment.

2     The entire period of the leave of absence will be counted under the
      Agreement and will not extend the term of the Agreement.

<PAGE>

3     During the leave of absence, the Executive will provide consulting
      services to the Company for up to 20 hours per month on such projects as
      the Company assigns to the Executive. The Company and the Executive will
      cooperate, in good faith, to determine the specific times when such
      services will be provided. The Executive acknowledges, however, that such
      services may be requested with respect to time sensitive projects and he
      will use his best efforts to be available to provide such services so as
      to enable the Company to meet required deadlines.

4     In consideration for the consulting services to be provided pursuant to
      Section 3 above, the Company shall pay the Executive a monthly retainer of
      $2,500 payable on the ______ day of each month. The parties acknowledge
      and agree that, except for such additional amounts as may be due pursuant
      to Sections 5 and 6 below, this payment constitutes the only payment due
      to the Executive for such consulting services and the Executive will not
      be entitled to salary, benefits, expenses, options, bonuses, vacation or
      any other form of compensation pursuant to the Agreement during the period
      of his leave of absence.

5     The Company may require the Executive to provide consulting services in
      addition to the services set forth in Section 3 above for up to 20
      additional hours per month on such projects as the Company determines and
      at such times as the Company reasonably requests. The Company shall pay
      the Executive $200 per hour for such additional services, provided,
      however, that (i) the Executive shall not perform such additional
      consulting services without the prior written authorization of the
      Company, (ii) the Executive shall provide the Company with an accounting
      of and invoice for the additional hours worked, and (iii) if the Company
      has authorized a maximum numbers of hours to be worked by the Executive,
      he shall not invoice the Company and the Company shall not be responsible
      for payment of any amounts in excess of such maximum number without the
      Company's express written consent.

6     In the event that the Company requires consulting services from the
      Executive in excess of 40 hours in any one month period during the period
      of the leave of absence, the Executive shall use reasonable efforts to
      provide such services and the Executive shall be compensated for such
      services on the same terms as are set forth in Section 5 above, including
      the terms relating to authorization to perform work, accounting and
      invoicing.

7     The Executive agrees to remain as a member of the Board of Directors of
      the Company during the leave of absence. Such agreement by the Executive
      does not prevent the Company from removing the Executive from the Board of
      Directors or failing to nominate him for future election in accordance
      with the laws and bylaws governing the Company. In addition, in the event
      that the leave of absence continues for more than ___ days, the Executive
      agrees to resign from the Board of Directors upon written request from the
      Company.

8     The Executive specifically acknowledges and agrees that the provisions of
      Section 7 of the Agreement remain in full force and effect, with such
      changes as are set forth below in this Section 8, during the period of the
      leave of absence. Section 7 of the Agreement is amended to provide that
      the "Restricted Period" as defined in Section 7.4 of the Agreement shall
      begin on January 1, 1999, and the Agreement is further amended to provide
      that "Company 


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<PAGE>

      Business" as defined in Section 7.3 of the Agreement includes, but is not
      limited to, development, manufacture, license and sale of T 6000 set top
      boxes and all products related to or derived from the T 6000 set top box.

9     The parties agree that the Company may issue an announcement or other
      public statement addressing the leave of absence taken by the Executive.
      The Executive shall not issue any general public statement regarding the
      leave of absence and all statements made by the Executive relating to the
      leave of absence shall be consistent with the provisions of this
      Amendment.

10    Upon the conclusion of the leave of absence and the return of the
      Executive to the full time employment of the Company, this Amendment shall
      terminate and the original terms of the Agreement shall govern the
      employment relationship of the parties through the remaining term of the
      Agreement, if any.

      WITNESS the execution hereof as of the day and year first above written.

      CELERITY SYSTEMS, INC.                    EXECUTIVE:

      By:_________________________              _______________________
                                                Glenn West
      Title:_____________________


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