EMPLOYMENT AGREEMENT GEORGE THOMAS BAILEY

                  THIS  AGREEMENT,  made this first day of July 1, 2000,  by and
between  REpipeline.com,   Inc.  a  Delaware  corporation   (hereinafter  called
"Employer") , and George Thomas Bailey, an individual residing at 7115 Bremerton
Ave Dallas, Texas 75252 (hereinafter called "Executive").

BACKGROUND

     A.  Executive has been  President and Chief  Executive  Officer of Employer
prior to the execution of this Agreement.

     B.  REpipeline.com,   Inc.  is  a  wholly  owned  subsidiary  of  Photonics
Corporaiton which was a result of a merger with  REpipeline.com,  Inc. , a Texas
corporation, finalized as of November 28, 2000.

     C. Employer wishes to employ Executive and Executive wishes to continue his
employment by Employer on the terms and conditions contained in this Agreement.

     NOW,  THEREFORE,  in  consideration  of  the  facts,  mutual  promises  and
covenants  contained  herein and intending to be legally bound hereby,  Employer
and Executive agree as follows:

          1.   EMPLOYMENT.  Employer  hereby  agrees  to  employ  Executive  and
Executive  hereby  accepts  employment  by Employer  for the period and upon the
terms and conditions specified in this Agreement.

          2.   OFFICE AND DUTIES.

               (a) Executive shall serve Employer  generally as (i) President of
Employer and (ii) President,  Chief Executive Officer.  Executive shall have the
duties, authority and responsibilities consistent with the duties, authority and
responsibilities  typically  performed by persons  serving in such capacities of
businesses of similar size. In such capacities,  Executive shall report directly
to the Board of Directors.

               (b)  Executive  shall serve as a member of the Board of Directors
of Employer unless he is not elected by the shareholders of Employer.

               (c) So long as  Executive  shall  remain an employee of Employer,
Executive  agrees to devote his best efforts and  substantially  all his working
time,   energy  and  skill  to  the   performance   of  his  duties   hereunder.
Notwithstanding  the  foregoing,  Executive  may  engage in  charitable,  civic,
fraternal  and  professional  association  activities  and may  manage  personal
investments so long as they do not unreasonably  interfere with the carrying out
of his duties and responsibilities hereunder.

               (d) The  principal  place of  employment  of  Executive  shall be
Dallas, Texas.

               (e) It is  understood  however and agreed that  Executive  may be
required in connection with the performance of his duties to travel from time to
time.  When  required  to travel to and/or  spend time at such other  locations,
Executive's  reasonable  travel  expenses shall be reimbursed by Employer,  upon
submittal of vouchers in accordance with the general  reimbursement  policies of
Employer,  or at Executive's request, he shall be entitled to receive reasonable
advances of such travel expenses.

<PAGE>

          3.   TERM. The term of employment ("Term of  Employment") of Executive
pursuant to this Agreement  shall be four (4) years,  commencing on the date the
Merger is effective (as determined pursuant to the Agreement and Plan of Merger.
Unless either party elects to terminate this Agreement at the end of the initial
or any renewal term by giving the other party written notice of such election at
least ninety (90) days before the  expiration of the then current term, the Term
of Employment shall be deemed to have been renewed for an additional term of one
(1) year commencing on the day after the expiration of the then current term.

          4.   COMPENSATION.

               (a) For all of the service  rendered by  Executive  to  Employer,
Executive shall receive: (i) Base Compensation at the gross annual rate (without
regard to  authorized  or  legally  required  deductions  and  withholdings)  of
$150,000 annual salary base. Such annual salary shall remain in effect until the
Company has  completed a minimum of $2M in equity or debt funding after the date
of the  contract  herein.  $225,000  annual  salary  base after the  Company has
achieved $2M in equity funding after the date of the contract herein.

               (b) Bailey will be  entitled  to an annual  bonus of 100% of base
salary and the board of directors  and Bailey will agree on the  objectives  for
the annual bonus.  The Bailey bonus plan will be consistent  with the bonus plan
for the  compensation  plan for Senior  Executives  for the  Company and will be
competitive with the market for public companies.

               (c)  $200,000  signing  bonus  of which is to be paid 1/2 in cash
and 1/2 in common stock of the Company,  based on a value of $.10 per share. The
company  has the  option  to pay  Bailey  in all cash in lieu of  stock.  If the
Company  elects to pay 50% of the bonus in stock Bailey will be eligible to sell
such stock to pay income tax or the  company  has the option to pay such  income
tax for Bailey. Such signing bonus is commensurate with the Company successfully
completing any equity funding,  raising in excess of $ 2.0M and such bonus is to
be paid 30 days after the Company reaches equity fund raising.

               (d) Base  Compensation  will be  reviewed at the first time after
the date hereof  that  Employer  generally  reviews  its senior  executives  and
annually thereafter,  and may be increased in connection with such review if and
to the extent such an increase is determined to be  appropriate  by the Board of
Directors of Employer.  Executive's  Base  Compensation in any year shall not be
less than the Base Compensation in the preceding year.

               (e) Executive  shall receive stock options.  "Stock  options" for
the purposes of this paragraph shall be defined broadly and shall include by way
of  example  stock  appreciation  rights,  restricted  stock  awards  and  other
incentive equity based compensation arrangements.

               (g) Payments to the  Executive  will be in cash and in the event,
the company  cannot make the cash payment  upon the demand,  the  Executive  and
Company will mutually agree on a form of compensation.

          5.   EQUITY

               (a) 7,354,039  Stock  options.  Such shares will be rescinded and
returned to the  Company's  treasury  should  Bailey  resign  prior to 1 year of
service. (July 1, 2001)

               (b)  3,677,019  stock  options  will be  awarded  to  Bailey  for
building  the  Company  infrastructure.  Bailey  will  present  to the  Board of
Directors an organization  and  implementation  plan for their approval upon the
completion of the business  plan.  Section b.  performance  standards for Bailey
will be for the Senior  management team. The shares and equity in section b. are
also  contingent  upon the raising of $2.0M in capital to support the  company's
capital needs in the first 12 months of operations.

<PAGE>

               (c) 3,677,019 stock options will be awarded to Bailey for meeting
acquisition goals. The acquisition goal is to acquire three companies, divisions
of companies, or software and source code in the first 18 months.

          Bailey's s options exercise price will be $.01 and when exercised will
          be drawn from  acquisition and financing sub and not a dilution to all
          shareholders.

          6.   CHANGE IN OWNERSHIP OR RESIGNATION FOR GOOD CAUSE

               (a) Should the Company  have a change in ownership by virtue of a
merger or  acquisition,  whereby the net effect is a change in  Bailey's  title,
responsibilities  job location or pay structure of the position  herein,  Bailey
would have the option to accept such change or elect to not accept such  changes
and resign from the Company and all stock options will be fully  vested.  If any
of the  conditions  in section  thirteen  (13) occur then  Bailey  will have the
option to not accept such actions and all stock options will be fully vested.

          7.   QUALIFIED STOCK OPTIONS

               (a) Bailey shall be issued 500,000 stock options from the company
with a $.10 per option strike  price.  Such options shall vest at the rate of 33
and  third  percent  on an  annual  basis  for  three  years.  This plan will be
consistent  with the executive  stock option plan and part of a qualified  stock
option plan.  The Company shall cancel  options not vested upon  termination  or
resignation.  Under the terms  hereinabove,  immediately and Bailey will have 60
days to exercise all vested stock options.  Options shall  automatically  expire
seven years from date they are vested.

          8.   FRINGE BENEFITS.

          As an  inducement  to Executive to enter into this  Agreement,  and in
consideration of Executive's covenants under this Agreement,  Executive shall be
entitled to the benefits set forth below during the Term of Employment.

               (a)  Executive  shall  have the  opportunity  to  participate  in
Employer's benefit plans on the same basis as other Senior Management, including
but not limited to:  automobile  allowance;  health  insurance;  life insurance;
accident insurance;  disability  insurance,  short term and long term; paid time
off  (including  vacation,  sick,  and  personal  time);  club and  professional
memberships;   legal,  tax,  or  accounting  services;  coverage  under  general
liability and director and officers  liability  insurance;  and profit  sharing,
401(k), pension, employee stock ownership, and other retirement plans.

               (b) Employer will reimburse Executive for all reasonable expenses
incurred by Executive in connection with the  performance of Executive's  duties
hereunder upon receipt of documentation  there for in accordance with Employer's
regular reimbursement procedures and practices in effect from time to time.

               (c)  Employer  shall  provide  Executive  with a fully  furnished
office, and the facilities of Employer shall be generally available to Executive
in  the  performance  of  Executive's  duties,  it  being  understood  that  all
equipment,  supplies,  secretarial staff and other office personnel  required in
the performance of Executive's duties shall be supplied by Employer.

<PAGE>

          9.   DISABILITY. If Executive suffers a Disability (as defined below),
Employer may terminate this Agreement at any time thereafter by giving Executive
thirty  (30)  days  written  notice  of  termination.  "Disability"  shall  mean
Executive's inability for a period of one hundred eighty (180) consecutive days,
to perform the essential  duties of  Executive's  position,  with any reasonable
accommodation  required  by law,  due to a mental or physical  impairment  which
substantially limits one or more major life activities.

          10.  DEATH.  If Executive dies during the Term of Employment, the Term
of Employment and Executive's employment with Employer shall terminate as of the
date of death.

          11.  DEATH AND DISABILITY PAYMENTS. In the event of the termination of
Executive's  employment  due to Executive's  death or  Disability,  Executive or
Executive's legal representatives, as the case may be, shall be entitled to:

               (a) in the case of death, unpaid Base Compensation earned through
Executive's date of death and continued Base Compensation at a rate in effect at
the time of death for a period  of twelve  (12)  months  following  the month in
which such  termination  of employment  due to death  occurs,  or in the case of
Disability,   unpaid  Base  Compensation  earned  through  Executive's  date  of
termination  plus the  disability  benefit  available  under  Employer's  normal
procedures and policies for its most senior executives;

               (b) any performance or special incentive bonus earned but not yet
paid;

               (c) pro  rata  bonus  or  other  bonus(es)  for the year in which
employment terminates due to death or Disability;

               (d) reimbursement for expenses incurred but not yet reimbursed by
Employer; and

               (e) any other  compensation  and  benefits to which  Executive or
Executive's  legal  representatives  may be  entitled  under  applicable  plans,
programs  and  agreements  of Employer to the extent  permitted  under the terms
hereof.

          12.  TERMINATION FOR CAUSE.

               (a) Employer may terminate  Executive's  employment  relationship
with Employer at any time for Cause in the manner set forth below.

          "Cause" shall mean:

                    (i)  Executive  is  imprisoned  for more  than  thirty  (30)
consecutive days for any crime or convicted of a felony or other crime involving
moral  turpitude or has entered a plea of nolo contendere (or similar plea) to a
charge of such an offense;

                    (ii)  Executive's  willful  misconduct in the performance of
his duties and  responsibilities  hereunder  or  Executive's  material  neglect,
refusal or failure to perform his employment duties and responsibilities on more
than one  occasion,  other than for  reasons of  sickness,  accident  or similar
causes beyond Executive's control; or

                    (iii)  Executive  willfully  violates  Section  13  of  this
Agreement.

<PAGE>

               (b) If Employer  believes  that an event  constituting  Cause has
occurred,  Employer  must give  Executive  written  notice of its  intention  to
terminate  this  Agreement for Cause.  The preceding  sentence  notwithstanding,
Executive's  employment  shall not be deemed to have been  terminated  for Cause
unless (i)  Employer  has given or  delivered  to  Executive  reasonable  notice
setting  forth the reasons for  Employer's  intention to  terminate  Executive's
employment  for Cause;  (ii) if the written  notice is of an event  constituting
Cause as defined  herein and if and only if the event is capable of being cured,
Executive shall have thirty (30) days following actual receipt of such notice in
which to cure; (iii) Executive shall have been given a reasonable opportunity at
any time during the 30-day period after Executive's  receipt of such notice, for
Executive,  together with Executive's  counsel,  to be heard before the Board of
Directors of Employer; and (iv) if such a Board hearing occurs, a second written
notice from Employer  stating that, in the good faith opinion of not less than a
majority  of the entire  membership  of the Board,  Executive  was guilty of the
conduct giving rise to  termination  for Cause as defined  herein.  In the event
Executive's  employment is terminated by Employer for Cause,  Executive shall be
entitled to:

                    (i) Unpaid Base Compensation earned at the rate in effect at
the  time  of  Executive's  termination  through  the  date  of  termination  of
Executive's employment;

                    (ii) any  performance or special  incentive  bonus earned to
the date of employment termination but not yet paid;

                    (iii)  reimbursement  for  expenses  incurred  but  not  yet
reimbursed by Employer; and

                    (iv) any other  compensation and benefits to which Executive
may be entitled  under  applicable  documents  relating to plans,  programs  and
agreements of Employer.

          13.  RESIGNATION  FOR GOOD REASON.  Executive may resign and terminate
his  employment  relationship  for Good Reason upon ten (10) days prior  written
notice by  Executive  to  Employer,  in which  event he shall be entitled to the
payments set forth in Sections 6,5 & 14;  provided,  however,  that if Executive
does not send a notice to Employer invoking his rights under this section within
one year after the  occurrence of the specific event  constituting  Good Reason,
Executive  shall no longer be able to invoke his rights  under this section with
respect to such specific event. "Good Reason" shall mean any of the following:

               (a) Executive is removed by Employer from,  either or both of the
positions described in Section 2(a) other than for Cause;

               (b) there is a diminution  in  Executive's  authority,  duties or
responsibilities  normally  associated  with either of Executive's  positions or
there  are  assigned  to  Executive  duties  and   responsibilities   materially
inconsistent with those normally  associated with either of such positions other
than for Cause,  which is not cured within thirty (30) days after written notice
to Employer;  provided,  however,  that Executive  shall not be required to give
notice and provide  Employer an opportunity to cure pursuant to this  subsection
(b)  more  than  once in any  twelve  month  period  prior to  terminating  this
Agreement pursuant to this subsection (b);

               (c) the failure of the Board of Directors  to nominate  Executive
for  re-election as a director other than for Cause, or the removal of Executive
as a director other than for Cause;

               (d)  any  change  in the  reporting  relationships  described  in
Section 2, which is not cured within  thirty (30) days after  written  notice to
Employer; provided, however, that Executive shall not be required to give notice
and provide Employer an opportunity to cure pursuant to this subsection (d) more
than  once in any  twelve  month  period  prior to  terminating  this  Agreement
pursuant to this subsection (d);

<PAGE>

               (e) any failure by Employer to comply with any of the  provisions
of this  Agreement  and/or  any breach by  Employer  of any of the terms of this
Agreement  which is not cured within  thirty (30) days after  written  notice to
Employer; provided, however, that Executive shall not be required to give notice
and provide Employer an opportunity to cure pursuant to this subsection (e) more
than  once in any  twelve  month  period  prior to  terminating  this  Agreement
pursuant to this subsection (e);

               (f)  any  purported   termination   by  Employer  of  Executive's
employment otherwise than as expressly permitted by this Agreement;

               (g) any action taken by Employer, including without limitation, a
restructuring,  which reduces  materially  the assets,  net worth,  cash flow or
earnings of Executive's business unit;

               (h)  Executive's  benefits  under any  material  benefit  plan or
program of Employer or  Executive's  incentive or equity  opportunity  under any
material  incentive or equity program of Employer is or are reduced other than a
reduction  caused by changes that are applicable to all other senior  executives
in a similar manner;

               (i) the  assignment  of  Executive  to office  space which is not
commensurate with his position and title, the failure of Employer to provide the
ministerial,  administrative and secretarial support customarily associated with
the title and position or the  withdrawal  by Employer of any such  ministerial,
administrative and secretarial support.

          14.  TERMINATION  PAYMENTS.  In the event  Executive's  employment  is
terminated by Employer without Cause, or in the event Executive resigns for Good
Reason,  Executive  shall receive his Base  Compensation  for the greater of the
remaining  term of this  Agreement  or one year  (such  length of time being the
"Payment Term") in a lump sum (minus applicable  withholding  taxes) within five
(5) days after the date Executive's employment terminates. In addition, Employer
shall  pay  (a)  the  premiums  in   connection   with   Executive's   continued
participation in Employer's group health plan pursuant to COBRA or otherwise for
the length of the Payment Term; and (b)  reimbursement for expenses incurred but
not yet reimbursed by Employer.

          15.  EMPLOYER PROPERTY.  All advertising,  sales,  manufacturers'  and
other materials or articles or information,  including  without  limitation data
processing  reports,  computer  programs,  software,  customer  information  and
records,  business records,  price lists or information,  samples,  or any other
materials or data of any kind furnished to Executive by Employer or developed by
Executive on behalf of Employer or at Employer's direction or for Employer's use
or otherwise in connection with Executive's employment hereunder,  are and shall
remain the sole property of Employer,  including in each case all copies thereof
in any medium,  including computer tapes and other forms of information storage.
If Employer  requests  the return of such  materials at any time at or after the
termination of Executive's employment, Executive shall deliver all copies of the
same to Employer immediately.

          16.  CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION.

               (a) Except with the prior  written  consent of  Employer,  during
Executive's  active  employment  with  Employer and for a period of one (1) year
after the termination of Executive's  employment with Employer,  but in no event
less than  five (5)  years  after the date  hereof  (the  "Restricted  Period"),
Executive  agrees  that he shall not  disclose  or make  available,  directly or
indirectly,   to  others  or  use  for  his  or  others'  benefit   confidential
information,  whether or not reduced to written or other recorded from,  related
to Employer and its subsidiaries,  including the names of customers, the contact
persons at customers,  pricing,  the software  programs utilized by Employer and
its  subsidiaries  in the  operation of its  business and all other  information
material to the  operation,  management,  marketing or financing of Employer and
its  subsidiaries  which is not known or  generally  available  to the public or
competitors in the records management or records storage industries.

<PAGE>

          The  confidentiality  obligations  of this Section  shall not apply to
information:

                    (i)  which  is  required  to be  disclosed  by  judicial  or
administrative process or order, or by other requirements of law;

                    (ii) which is or becomes  generally  available to the public
other than as a result of a breach of this Section 13;

                    (iii) which is received from a third party who obtained such
information other than under an obligation of confidentiality; or

                    (iv)  which the  Employer  discloses  on a  non-confidential
basis or otherwise makes available to the general public or the trade.

               (b) Executive agrees that during the Restricted  Period, he shall
not directly or indirectly  own,  manage,  engage in,  participate  in,  provide
advice to, be employed  by, have a financial  interest in, or solicit or attempt
to obtain  business from any customer of Employer or any of its  subsidiaries on
behalf of, any enterprise which provides  records  management or records storage
and related services to business facilities (including,  without limitation, the
management,  handling,  storage,  filing,  processing  and  retrieval of medical
records  used  by   hospitals,   private   practitioners,   and  other   medical
institutions)  located  in the  geographic  areas  in which  Executive  oversees
operations at the time of the  termination  of his employment  (the  "Restricted
Area"). Section 13(b) shall not prohibit Executive from owning equity securities
of Employer or  acquiring  up to five  percent  (5%) of any class of  securities
registered  pursuant to the Securities  Exchange Act of 1934, as amended, of any
corporation  which may engage in the  records  management  storage  services  in
direct competition with the business of Employer and its subsidiaries within the
Restricted Area.

               (c) Executive agrees that during the Restricted Period, Executive
shall not on his own behalf or on behalf of any other  person  under his control
or on behalf of others, directly or indirectly solicit for employment (including
as an independent contractor),  or endeavor to entice away, any of the officers,
employees  or  independent  contractors  of Employer  and its  subsidiaries  who
perform services for Employer and its subsidiaries.  For the avoidance of doubt,
Employer  acknowledges that this Section 13(c) shall not prohibit Executive from
employing,  on his own behalf or on behalf of any other person under his control
or on behalf of others, a former officer,  employee or independent contractor of
Employer and its  subsidiaries  who has ceased to perform  services for Employer
and its  subsidiaries  without  enticement by Executive and who seeks employment
(including as an independent  contractor) by Executive  without  solicitation by
Executive.

               (d) Executive  acknowledges  that he has  carefully  read all the
terms herein stated and agrees that the same are  necessary  for the  reasonable
and  proper  protection  of  Employer;  and that  each  and  every  covenant  is
reasonable  with respect to such matter,  length of time,  and the  geographical
area described; and that irrespective of all other conditions, the covenants and
restrictions  hereinabove provided shall be operative during the full period and
throughout the  geographical  area  described.  In the event any court finds any
such  restraint or limitation to be  unreasonable,  then it is the intent of the
parties that such court should  determine  the maximum  restraint or  limitation
which is reasonable and enforcement will be of that restraint or limitation.

<PAGE>

               (a) Executive  acknowledges that confidential  information in his
possession  related to the Employer and its subsidiaries  has particular  value,
the loss of  confidentiality  of which by communication to unauthorized  persons
cannot be reasonably or adequately  compensated for by damages alone.  Moreover,
Executive  agrees that any breach of paragraphs  (a) (b) and (c) of this Section
13 would give rise to damages which would be difficult to calculate.  Therefore,
the parties  hereby  agree that in the event of a breach of any of the terms and
conditions  of this  Section 13, the  Employer  shall be  entitled to  equitable
relief by way of an  injunction.  This  Section 13 shall not be  construed  as a
limitation upon the Employer's remedies for such breach.

               (b) The  restrictions  contained  in this  Section  13  shall  be
broadly  construed  by any court having  jurisdiction  of the matter in order to
protect the Employer to the maximum degree possible.

         17.   INDEMNIFICATION.

               (a) Employer  shall  indemnify  Executive  to the fullest  extent
permitted by Texas law in effect on the date hereof against all costs, expenses,
liabilities  and  losses  (including,   without  limitation,   attorneys'  fees,
judgments,  fines, penalties,  ERISA excise taxes, penalties and amounts paid in
settlement)  reasonably  incurred by Executive in connection  with a Proceeding.
For the purposes of this Section 14, a "Proceeding" shall mean any action,  suit
or proceeding,  whether civil,  criminal,  administrative or  investigative,  in
which  Executive is made,  or is threatened to be made, a party to, or a witness
in, such action,  suit or  proceeding by reason of the fact that he is or was an
officer,  director  or  employee of Employer or is or was serving as an officer,
director,  member, employee, trustee or agent of any other entity at the request
of Employer.

               (b) Employer shall advance to Executive all reasonable  costs and
expenses  incurred in connection with a Proceeding  within 20 days after receipt
by Employer of a written request for such advance. Such request shall include an
itemized list of the costs and expenses and an undertaking by Executive to repay
the amount of such advance if ultimately  it shall be determined  that he is not
entitled to be indemnified against such costs and expenses.

               (c) If  Executive  in  fact  meets  the  applicable  standard  of
conduct,  he  shall be  entitled  to  indemnification  whether  or not  Employer
(whether by the Board,  the  shareholders,  independent  legal  counsel or other
party)  determines  that  indemnification  is  proper  because  he has met  such
applicable  standard  of  conduct.  Neither the failure of Employer to have made
such a  determination  prior to the  commencement  by  Executive  of any suit or
arbitration proceeding seeking indemnification,  nor a determination by Employer
that Executive has not met such applicable  standard of conduct,  shall create a
presumption that Executive has not met the applicable standard of conduct.

               (d)  Employer  shall not  settle any  Proceeding  or claim in any
manner  which  would  impose on  Executive  any  penalty or  limitation  without
Executive's prior written consent.  Neither Employer nor Executive will withhold
consent to any proposed settlement unreasonably.

               (e) Employer  shall  maintain a policy of directors  and officers
liability insurance in a reasonable amount of coverage.

          18.  NO MITIGATION:  NO  OFFSET.  In the event of any  termination  of
Executive's  employment  under  this  Agreement,  Executive  shall  be  under no
obligation  to seek  other  employment,  and there  shall be no  offset  against
amounts due under this Agreement on account of any remuneration  attributable to
any subsequent employment that Executive may obtain.

<PAGE>

          19.  NATURE  OF  PAYMENTS.  Any  amounts  due  Executive  under   this
Agreement  in the  event  of any  termination  of  Executive's  employment  with
Employer are in the nature of severance  payments,  or liquidated  damages which
contemplate both direct damages and  consequential  damages that may be suffered
as a result of the termination of Executive's  employment,  or both, and are not
in the nature of a penalty.

          20.  MISCELLANEOUS.

               (a)  INDULGENCES.  ETC.  Neither the failure nor any delay on the
part of either party to exercise  any right,  remedy,  power or privilege  under
this  Agreement  shall  operate  as a waiver  thereof,  nor shall any  single or
partial exercise of any right,  remedy, power or privilege preclude any other or
further exercise of the same or of any other right,  remedy, power or privilege,
nor shall any waiver of any right,  remedy,  power or privilege  with respect to
any  occurrence  be  construed  as a  waiver  of such  right,  remedy,  power or
privilege  with  respect to any other  occurrence.  No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted such
waiver.

               (b) CONTROLLING LAW. This Agreement and all questions relating to
its validity,  interpretation,  performance and enforcement (including,  without
limitation,  provisions concerning limitations of actions), shall be governed by
and construed in accordance with the laws of the State of Texas, notwithstanding
any conflict-of-laws doctrines of such jurisdiction to the contrary, and without
the aid of any canon, custom or rule of law requiring  construction  against the
draftsman.

               (c)   NOTICES.   All   notices,   requests,   demands  and  other
communications  required or permitted  under this Agreement  shall be in writing
and shall be deemed to have been duly given,  made and received  when  delivered
(personally,  by recognized national courier service, or by other messenger, for
delivery to the intended  addressee)  or upon actual  receipt of  registered  or
certified mail,  postage  prepaid,  return receipt  requested,  addressed as set
forth below:

                    (i)  If to Executive:

                         7115 Bremerton Court
                         Dallas, Texas 75252
                         Attention: Tom Bailey

                    (ii) If to Employer:

                         12377 Merit Drive Suite 400
                         Dallas, Texas 75251
                         Attention: Chip Langston

          Any party may alter the address to which  communications or copies are
to be sent by giving  notice of such  change of address in  conformity  with the
provisions of this Section for the giving of notice.

               (d) BINDING NATURE OF AGREEMENT.  This Agreement shall be binding
upon and shall inure to the benefit of Employer,  its permitted  successors  and
permitted  assigns and shall be binding  upon  Executive  and shall inure to the
benefit of Executive and his estate and personal representatives. This Agreement
may not be assigned by either party  (including by operation of law) without the
prior written consent of the other party.

<PAGE>

               (e) EXECUTION IN COUNTERPARTS.  This Agreement may be executed in
any number of  counterparts,  each of which shall be deemed to be an original as
against  any party  whose  signature  appears  thereon,  and all of which  shall
together  constitute one and the same  instrument.  This Agreement  shall become
binding when one or more  counterparts  hereof,  individually or taken together,
shall  bear  the  signatures  of all  of the  parties  reflected  hereon  as the
signatories.  Any  photographic  copy of this  Agreement,  with  all  signatures
reproduced on one or more sets of signature  pages,  shall be considered for all
purposes as if it were an executed counterpart of this Agreement.

               (f)  ENTIRE  AGREEMENT.   This  Agreement   contains  the  entire
understanding  among the  parties  hereto  with  respect to the  subject  matter
hereof,   and   supersedes   all  prior  and   contemporaneous   agreements  and
understandings,  inducements or conditions, express or implied, oral or written,
except as herein  contained.  The express terms hereof control and supersede any
course of  performance  and/or usage of the trade  inconsistent  with any of the
terms  hereof.  This  Agreement  may not be modified or amended other than by an
agreement in writing.

               (g) SECTION HEADINGS.  The Section headings in this Agreement are
for  convenience  only; they form no part of this Agreement and shall not affect
its interpretation.

               (h)  NUMBER OF DAYS.  Except as  otherwise  provided  herein,  in
computing the number of days for purposes of this  Agreement,  all days shall be
counted, including Saturdays,  Sundays and holidays;  provided, however, that if
the final day of any time period falls on a Saturday, Sunday or holiday on which
federal banks are or may elect to be closed,  then the final day shall be deemed
to be the next day which is not a Saturday, Sunday or such holiday.

               (i)   SETTLEMENT   OF  DISPUTES.   Any  disputes   regarding  the
interpretation  of the Agreement or relating to Executive's  employment shall be
resolved by binding  arbitration to be held in Dallas,  Texas in accordance with
the Employment Dispute Resolution Rules of the American Arbitration  Association
then in effect.

                    IN WITNESS  WHEREOF,  the  parties  have duly  executed  and
delivered  this  Agreement  in  Dallas  County,  Texas on the date  first  above
written.

                              REpipeline.com

                              By:
                                 ----------------------------
                                 Chip Langston
                                 Chief Financial Officer and Member of the Board

Attest:
       ------------------------
             Secretary

                                 ----------------------------
                                 Executive