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                                                                   Exhibit 10.20

Dec 07 2000

Mr. John Madigan


Dear John,

We are pleased to offer you a position with Agate Technologies Inc. (the
"Company" or "Employer")) on the general terms set forth herein.  Your
employment with the Company will be commence upon and be subject to the
execution of a formal employment agreement acceptable to both you and the
Company.  Until such time as an agreement is signed by both you and the Company,
there will not exist any employment relationship between us.

(1)     Position. You will be employed as President and Chief Operating Officer.
        In such capacity, you will be responsible for the overall plan and
        implementation of the Company's business and financial objectives and
        growth targets and any other duties as may be determined and assigned
        from time to time by the Board of Directors. You will report to the
        Chairman/CEO of the Company and shall comply with all rules and policies
        of the Company as adopted by the Board of Directors.

(2)     Cash Compensation: Your cash compensation will consist Of the
        following:-


        i.      Base annual salary of $180,000, payable every two weeks.
        ii.     Annual Bonus of $100,000 subject to the achievement of agreed
                upon operating and financial objectives and growth targets as
                established by the Board of Directors. Such bonus will be
                payable upon meeting the quarterly financial results of the
                Company for the calendar year ended Dec 31 2001. For the first
                year and first year only , this bonus is guaranteed at a minimum
                of 20%.
        iii.    Relocation cash advance of $20,000 payable within two weeks of
                commencement of employment. Such advance will be repaid to the
                Company should employee leave the Company with or without cause
                prior to one year of employment.
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(3)   Stock Grant

      You will be eligible for a stock grant of 30,000 shares of restricted
      common stock upon commencement of employment.

(4)   Stock Options

      You will be eligible for a stock option grant to acquire 645,000 shares of
      common stock at an exercise equal to the closing market price of the
      Company's common stock on the date of grant. These stock options will be
      Vested as follows:-

      i.    Six months from date of hire, 11% of outstanding stock options or
            70,000 stock options will be vested. ii. One year from date of hire,
            25% of outstanding stock options or 161,250 stock options will be
            vested.
      ii.   One year from date of hire, 25% of outstanding stock options or
            161,250 stock options will be vested.
      iii.  The balance of 64% or 413,750 will be vested over the remaining
            three year period , with monthly vesting such that the remaining
            options will become fully vested by the fourth anniversary of your
            date of hire.
      iv.   All of the above stock options will be on the Company's standard
            terms as outlined in the Stock Option Plan.

      (5)   Employee Benefits. During the term of this Agreement, You will be
            entitled to all of the Company's standard benefits for employees as
            outlined in the Personnel Manual.

      (6)   Severance Benefits.

            i.    Employee shall be entitled to severance benefits after a
                  minimum of one year's employment.
            ii    If the Company terminates the Employee without cause the
                  Employee shall be entitled to receive his then current salary
                  for a period of six months from the date of termination,
                  payable in a lump sum or in equal monthly installments, at the
                  sole and exclusive option of the Company, which payment shall
                  be contingent upon your execution
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                  of a mutual general release in favor of the Company.
            iii   If the Company terminates the Employee for cause, the Employee
                  shall be entitled to receive his then current salary for a
                  period of three months from the date of termination, payable
                  in a lump sum or in equal monthly installments, at the sole
                  and exclusive option of the Company, which payment shall be
                  contingent upon your execution of a mutual general release in
                  favor of the Company.

            iv    If the Company terminates the Employee for Malfeasance, or if
                  the Employee resigns , the Employee shall not be entitled to
                  receive any severance whatsoever.

            v.    Definitions

                  Malfeasance shall consist of:

                  .  Theft, embezzlement, fraud, dishonesty, misappropriation or
                     conversion of funds or property committed against the
                     Employer or
                  .  Conduct which constitutes unfair competition with the
                     Employer or breaches a fiduciary or contractual duty to the
                     Employer.
                  .  Disclosure of the confidential information of the Company
                     other than specifically authorized or required in the
                     performance of the Employee's duties.
                  .  Inducement of any customer, consultant, employee or
                     supplier of the Company to breach any contract with the
                     Company or cease its business relationships with the
                     Company.

                  For Cause, other than malfeasance, shall consist of:

                  .  Failure to devote all or substantially all of one's full
                     professional time, attention, energies and abilities to
                     one's employment for the Company, which failure is not
                     cured within two (2) weeks after the Company or its Board
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                     has given the Employee written notice of the failure.

                     .  Breach of the terms of conditions of the Employment
                        Agreement which breach is not cured within two (2) weeks
                        after the Company has given the Employee written notice
                        of the breach.
                     .  Unsatisfactory performance of job responsibilities which
                        failure is not cured within one (1) month after the
                        Company has given the Employee written notice of the
                        failure, or
                     .  Exceeding the scope of one's authority as specifically
                        delegated in writing from time to time by the Employer's
                        Board of Directors.
                     .  Material neglect or refusal to perform the duties
                        assigned pursuant to the terms of the Employment
                        Agreement or as delegated by the Board of Directors or
                        CEO/Chairman of the Company.


(7)  Proprietary Information Agreement. Upon acceptance of this offer and
     commencement of employment you agree to execute a Proprietary Information
     Agreement in the Company's standard form which shall include an obligation
     to disclose any innovations to the Company, assign all innovations or
     inventions to the Company and standard and customary work made for hire
     provisions.
(8)  Non solicitation. During the term of the employment agreement and for a one
     (1) year period thereafter, you shall not induce any person to leave the
     employ of the Company or solicit any present customer, distributor or
     supplier to cancel, limit or postpone their business with the Company.
(9)  Confidentiality. Standard and customary confidentiality provision.
(10) Non compete clause. During the term of the employment agreement and for a
     one (1) year period thereafter, you shall not be employed by or own a
     competing business. A competing firm is defined as a directly competing
     firm of similar size with like product mix.
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We are committed to providing a stimulating and team oriented environment in
which to grow your career objectives.  The work environment is one of challenge,
opportunity and reward for success and we look forward to having you join our
team.

You agree to keep the existence and terms of this offer letter confidential and
you will not disclose the existence or terms of this offer letter to any person
(other than your personal advisors and then only on a need to know basis) unless
specifically authorized in advance by the Chief Executive Officer of Chief
Financial Officer.

This offer supersedes any and all other written or verbal offers and is valid
until December 11 2000.



Sincerely



Mr. Francis Khoo
Chairman and CEO

I understand and accept the terms of offer of this letter

Signed ______________________________

Date Executed _______________________

Start Date ___________________________