<PAGE>

                                  CONFIDENTIAL


June 11, 1998


Mr. Phillip B. Donenberg
2090 Sheridan
Buffalo Grove, IL  60089

Dear Phil:

         I am pleased to confirm our agreement with you concerning your
employment by Ben-Abraham Technologies, Inc. (the "Company"), which is subject
to review, approval, and ratification by the Company's Board of Directors.

I.       EMPLOYMENT. Subject to the terms and conditions described in this
         Employment Agreement (the "Agreement"), the Company agrees to employ
         you as the Chief Financial Officer. As evidenced by your signature
         below, you accept this employment on the following terms and
         conditions.

II.      DUTIES.

         1.       You agree to perform, on a full-time basis, exercising best
                  efforts, duties commensurate with your position as Chief
                  Financial Officer, including, but not limited to, preparing
                  monthly financial statements, complying with public reporting
                  requirements, timely completion of audits, tax returns,
                  maintenance of Company budgets, Company benefit plans, and
                  other duties as shall be assigned to you from time-to-time by
                  the President of the Company or the Chairman of the Board of
                  Directors. You shall report directly to the President and CEO
                  of the Company.

         2.       While you are employed by the Company, except as otherwise
                  permitted by the Company's Conflict of Interest policy or this
                  Agreement, you will not engage in any business activity or
                  outside employment that conflicts with the Company's interests
                  or adversely affect the performance of your duties for the
                  Company.

         3.       You shall be based at, and shall perform your duties at, an
                  office located in Chicago, Illinois, or the surrounding
                  suburban area. However, you shall also travel to other
                  locations at such times as may be appropriate for the
                  performance of your duties under this Agreement.

III.     EFFECTIVE DATE. This Agreement is effective July 1, 1998 (the
         "Effective Date"), and may be terminated by either party pursuant to
         Section V of this Agreement.

<PAGE>

Mr. Phillip B. Donenberg
June 11, 1998
Page 2

                                  CONFIDENTIAL


IV.      COMPENSATION.

         A.       BASE SALARY. Commencing on the Effective Date, the Company
                  agrees to pay you an annual base salary of One Hundred
                  Thousand Dollars ($100,000) in accordance with the Company's
                  standard payroll practices ("Base Salary"). Beginning January
                  1, 1999 your Base Salary shall be increased to One Hundred and
                  Ten Thousand Dollars ($110,000). In subsequent years, the
                  Board of Directors shall have the sole discretion to establish
                  your Base Salary, except that, at a minimum, it shall be
                  adjusted upward consistent with changes to the Consumer Price
                  Index.

         B.       BONUSES. If you are still employed by the Company on January
                  4, 1999, you shall receive a minimum bonus of Six Thousand Two
                  Hundred and Fifty Dollars ($6,250). Beginning January 1, 2000
                  and in subsequent years, you will be eligible to receive an
                  annual performance bonus based upon the prior year's work, not
                  to exceed 30% of your Base Salary in effect during the year
                  under review. The amount of said bonus shall be determined in
                  the sole discretion of the Compensation Committee and approved
                  by the Board of Directors.

         C.       OPTIONS.

                  1.       Upon execution of this Agreement, the Company will
                           grant you three hundred forty thousand (340,000)
                           stock options to purchase Subordinate Voting Shares
                           of stock of the Company at the lowest permissible
                           price when this agreement is executed, thirty-four
                           thousand (34,000) of which shall vest at the time of
                           the grant. The remainder shall vest in twelve equal
                           quarterly installments with the first installment
                           vesting on October 1, 1998. Any unvested options
                           remaining on the effective date of the termination of
                           this Agreement shall not vest.

                  2.       In the event of any reorganization, merger,
                           consolidation, recapitalization, liquidation,
                           reclassification, stock dividend, reverse stock
                           split, combination of shares, rights offering,
                           extraordinary dividend or divestiture (including a
                           spin-off) or any other change in the corporate
                           structure or shares of the Company, (or, if the
                           Company is not the surviving corporation in any such
                           transaction, the board of directors of the surviving
                           corporation), in order to prevent dilution or
                           enlargement of your rights, the Company (or the
                           board of the surviving corporation) shall make
                           appropriate adjustment as to the number of
                           securities subject to this Option.

                  All of the options granted pursuant to this Section IV.C.2
                  (the "Anti-Dilution Options") shall automatically vest in
                  accordance with the same vesting schedule set forth in Section
                  IV.C.1 above. (As an illustration, if 68,000 of the 340,000

<PAGE>

Mr. Phillip B. Donenberg
June 11, 1998
Page 3

                                  CONFIDENTIAL


                  options granted pursuant to Section IV.C.1 above were vested
                  at the time of the grant of the Anti-Dilution Options pursuant
                  to this Section IV.C.2, then 20% of the Anti-Dilution Options
                  would automatically vest immediately at the time of the grant,
                  and the remaining 80% would vest simultaneously with the
                  vesting of the remaining options granted pursuant to Section
                  IV.C.1).

         D.       BENEFITS. In addition to the other compensation to be paid
                  under this Section IV, you will be entitled to participate in
                  all benefit plans available to all full-time, eligible
                  employees either in existence or hereafter established by the
                  Company, in accordance with the terms and conditions of such
                  plans. These plans include, bit are not limited to, the
                  following: a 401(k) plan; group hospitalization; health;
                  dental; disability; and term life insurance.

         E.       REIMBURSEMENT OF BUSINESS EXPENSES. In addition to payment of
                  compensation under this Section IV, the Company agrees to
                  reimburse you for all reasonable out-of-pocket business
                  expenses incurred by you on behalf of the Company, provided
                  that you properly account to the Company for all such expenses
                  in accordance with the rules and regulations of the Internal
                  Revenue Service promulgated under the Internal Revenue Code of
                  1986, as amended, and in accordance with the standard policies
                  of the Company relating to reimbursement of business expenses.

         F.       AUTOMOBILE ALLOWANCE. The Company shall provide you with a
                  monthly stipend of Six Hundred Dollars ($600.00) for your
                  automobile use.

         G.       VACATION. You are entitled to three (3) weeks of paid vacation
                  per calendar year. You shall be entitled to carry forward one
                  (1) week of accrued but unused vacation from one year to the
                  next. A request that any additional accrued but unused
                  vacation be carried forward is subject to approval, which
                  shall be in the sole discretion of the President of the
                  Company.

V.       TERMINATION.

         A.       EARLY TERMINATION. Subject to the respective continuing
                  obligations of the parties pursuant to Sections VI, VII and
                  VIII, this Section sets forth the terms for early termination
                  of this Agreement.

         B.       TERMINATION FOR CAUSE.  The Company may terminate this
                  Agreement and your employment immediately for cause. For this
                  purpose, "cause" means any of the following: (1) fraud, (2)
                  theft or embezzlement of the Company's assets, (3) a violation
                  of law involving moral turpitude, (4) your repeated and
                  willful failure to follow instructions of the Board provided
                  that the conduct has not ceased or the offense cured within
                  thirty (30) days following written warning from the Company
                  that sets forth in reasonable detail the facts claimed to
                  provide the basis

<PAGE>

Mr. Phillip B. Donenberg
June 11, 1998
Page 4

                                  CONFIDENTIAL


                  for such termination. In the event of termination for cause
                  pursuant to this Section V.B, you will be paid at the usual
                  rate your annual Base Salary, car allowance, and any
                  out-of-pocket expenses, through the date of termination
                  specified in any notice of termination and any amounts to
                  which you are entitled under any Company benefit plan in
                  accordance with the terms of such plan.

         C.       TERMINATION WITHOUT CAUSE. Either you or the Company may
                  terminate this Agreement and your employment without cause on
                  thirty (30) days written notice. In the event of termination
                  of this Agreement and of employment pursuant to this Section
                  V.C, compensation will be paid as follows:

                  1.       if the termination is by you without cause, you will
                           be paid at the usual rate of your annual Base Salary,
                           car allowance, and any out-of-pocket expenses
                           incurred on behalf of the Company and accounted for
                           pursuant to Section IV.E through the date of
                           termination specified in such notice (but not to
                           exceed thirty (30) days from the date of such
                           notice); or

                  2.       Notwithstanding any provision to the contrary
                           contained herein, in the event your employment is
                           terminated by the Company at any time for any reason
                           other than justifiable cause, disability or death,
                           the Company shall:

                                    (i) pay you a severance benefit, in twelve
                           equal monthly installments consistent with the
                           Company's payroll, an amount equal to your annual
                           base rate of compensation at the time of termination;

                                    (ii) continue to provide you, at the
                           Company's expense, with term life insurance, as
                           provided herein until the earlier of (A) the
                           expiration of the "Severance Period" which shall mean
                           the shorter of these two periods: one year from the
                           date of termination, or (B) your obtaining full-time
                           employment;

                                    (iii) continue to allow you and your family
                           to participate, at the Company's expense, in the
                           Company's group hospitalization, health, dental and
                           disability insurance programs until the earlier of
                           (A) the expiration of the Severance Period, or (B)
                           your becoming eligible to participate in another
                           employer's corresponding group insurance and
                           disability plans;

                                    (iv) reimburse out-of-pocket expenses
                           incurred by you on behalf of the Company and
                           accounted pursuant to Section IV.E; and

                                    (v) reimburse you for any and all unused
                           vacation days accrued to the date of such
                           termination.

<PAGE>

Mr. Phillip B. Donenberg
June 11, 1998
Page 5

                                  CONFIDENTIAL


         D.       TERMINATION FOR GOOD REASON.  You may terminate this Agreement
                  upon thirty (30) days written notice to the Company for good
                  reason. For this purpose, "good reason" means: (i) the
                  assignment to you of any duties inconsistent with your
                  positions, duties, responsibilities and status with the
                  Company as of the date hereof, or a change in your reporting
                  responsibilities, titles or offices, or any removal of you
                  from or any failure to re-elect you to any of such positions;
                  (ii) the failure of the Company to continue in effect any
                  fringe benefit or compensation plan, retirement plan, life
                  insurance plan, health or disability plan in which you were
                  participating (except as such change is prompted in good faith
                  by a change in the law), or the taking of any action by the
                  Company, which could reasonably be expected to adversely
                  affect your participation in or materially reduce your
                  benefits under any such plans or deprive you of any material
                  fringe benefit enjoyed by you, (iii) the reduction of your
                  salary or car allowance or failure to increase such salary as
                  is provided in Section IV.A above; or (iv) the occurrence of a
                  Change in Control as defined in Section IX. In any such case
                  the Company will pay you the amounts, and provide you the
                  benefits, all as set forth in Section V.C.2 above.

         E.       TERMINATION IN THE EVENT OF DEATH OR PERMANENT DISABILITY.
                  This agreement and your employment will terminate in the event
                  of your death or permanent disability.

                  1.       In the event of your death, Base Salary will be
                           terminated as of the end of the month in which death
                           occurs.

                  2.       For the purposes of this Agreement, the term
                           "disability" shall mean your inability, due to
                           illness, accident or any other physical or mental
                           incapacity, to substantially perform your duties for
                           a period of four (4) consecutive months or for a
                           total of six (6) months (whether or not consecutive)
                           in any twelve (12) month period during the term of
                           this Agreement.

         F.       Upon your "disability", the Company shall have the right to
                  terminate your employment. Notwithstanding any inability to
                  perform your duties, you shall be entitled to receive your
                  compensation (including bonuses, if any) as provided herein
                  until the later of (i) the date of your termination of
                  employment for disability in accordance with this Agreement,
                  or (ii) the date upon which you begin to receive disability
                  insurance benefits under the policy provided by the Company
                  pursuant to this Agreement. Any termination pursuant to
                  Section V.E.2 shall be effective on the date thirty (30) days
                  after which you shall have received written notice of the
                  Company's election to terminate.

<PAGE>

Mr. Phillip B. Donenberg
June 11, 1998
Page 6

                                  CONFIDENTIAL


         G.       ENTIRE TERMINATION PAYMENT.

                  1.       The compensation provided for in Sections V.B, V.C,
                           V.D, V.E, and V.F for early termination of this
                           Agreement will constitute your sole remedy for such
                           termination. You will not be entitled to any other
                           termination or severance payment which might
                           otherwise be payable to you under any other agreement
                           between you and the Company or under any policy of
                           the Company. This Section will not have any effect on
                           distributions to which you may be entitled at
                           termination from any qualified tax plan or any other
                           plan (other than a severance payment or similar
                           plan).

                  2.       Notwithstanding any other provisions of this
                           Agreement or any other agreement, contract or
                           understanding heretofore or hereafter entered into
                           between you and the Company, if any "payments"
                           (including, without limitation, any benefits or
                           transfers of property or the acceleration of the
                           vesting of any benefits) in the nature of
                           compensation under any arrangement that is
                           considered contingent on a Change in Control for
                           purposes of Section 280G of the Internal Revenue
                           Code of 1986, as amended (the "Code"), together with
                           any other payments that you have the right to
                           receive from the Company or any corporation that is
                           a member of an "affiliated group" (as defined in
                           Section 1504(a) of the Code without regard to
                           Section 1504(b) of the Code) of which the Company is
                           a member, would constitute a "parachute payment" (as
                           defined in Section 280G of the Code), such payments
                           will be reduced to the largest amount as will result
                           in no portion of such payments being subject to the
                           excise tax imposed by Section 4999 of the Code;
                           provided, however, that you will be entitled to
                           designate those payments that will be reduced or
                           eliminated in order to comply with the foregoing
                           provision.

         H.       REQUIRED RESIGNATIONS UPON EARLY TERMINATION OR EXPIRATION.
                  You agree that upon any termination of your employment with
                  the Company, such termination under this Agreement will
                  automatically and without further action be deemed to
                  constitute your simultaneous resignation from all director,
                  officer, trustee, agent and any other positions within the
                  Company, all of its affiliates (including but not limited to
                  any entity that is a shareholder of the Company and any
                  subsidiaries and any parent of the Company), the Company's
                  employee benefit plans, trusts and foundations (charitable or
                  otherwise) or any other similar position associated with the
                  Company. Simultaneously upon such termination of employment or
                  expiration of this employment agreement, you agree to execute
                  and deliver to the Company any and all documents, agreements,
                  certificates, letters or other written instruments confirming
                  all such resignations.

<PAGE>

Mr. Phillip B. Donenberg
June 11, 1998
Page 7

                                  CONFIDENTIAL


VI.      INVENTIONS.

         A.       You agree that all Inventions (as defined below) you make,
                  conceive, reduce to practice or author (either alone or with
                  others) during or within one year after the term of this
                  Agreement will be the Company's sole and exclusive property.
                  You will, with respect to any such Invention: (i) keep
                  current, accurate, and complete records, which will belong to
                  the Company and be kept and stored on the Company's premises
                  while you are employed by the Company; (ii) promptly and fully
                  disclose the existence and describe the nature of the
                  Invention to the Company in writing (and without request);
                  (iii) assign (and you do hereby assign) to the Company all of
                  your rights to the Invention, any applications you make for
                  patents or copyrights in any country, and any patents or
                  copyrights granted to you in any country; and (iv) acknowledge
                  and deliver promptly to the Company any written instruments,
                  and perform any other acts necessary in the Company's opinion
                  to preserve property rights in the Invention against
                  forfeiture, abandonment, or loss and to obtain and maintain
                  patents and/or copyrights on the Invention and to vest the
                  entire right and title to the Invention in the Company.

         B.       "Inventions," as used in this Section, means any discoveries,
                  improvements, creations, ideas and inventions, including
                  without limitation software and artistic and literary works
                  (whether or not they are described in writing or reduced to
                  practice) or other works of authorship (whether or not they
                  can be patented or copyrighted) that: (i) relate directly to
                  the Company's business or the Company's research or
                  development during the term of this Agreement; (ii) result
                  from any work you perform for the Company; (iii) use the
                  Company's equipment, supplies, facilities or trade secret
                  information; or (iv) you develop during any time that Section
                  II above obligates you to perform your employment duties.

                  The requirements of this Section do not apply to an Invention
         for which no equipment, supplies, facility or trade secret information
         of the Company was used and which was developed entirely on your own
         time, and which neither (1) relates directly to the Company's business
         or to the Company's actual or demonstrably anticipated research or
         development, nor (2) results from any work you performed for the
         Company. Except as previously disclosed to the Company in writing, you
         do not have, and will not assert, any claims to or rights under any
         Inventions as having been made, conceived, authored or acquired by you
         prior to your employment by the Company.

VII.     PROPRIETARY INFORMATION.

         A.       Except as required in your duties to the Company, you will
                  never, either during or after your employment by the Company,
                  use or disclose Proprietary Information to any person not
                  authorized by the Company to receive it. When your employment
                  with the Company ends, you will promptly turn over to the
                  Company all records and any compositions, articles, devices,
                  apparatus and other items that

<PAGE>

Mr. Phillip B. Donenberg
June 11, 1998
Page 8

                                  CONFIDENTIAL


                  disclose, describe or embody Proprietary Information,
                  including all copies, reproductions and specimens of the
                  Proprietary Information in your possession, regardless of who
                  prepared them.

         B.       "Proprietary Information," as used in this Section VII, means
                  any nonpublic information concerning the Company, including
                  information relating to the Company's research, product
                  development, engineering, purchasing, product costs,
                  accounting, leasing, servicing, manufacturing, sales,
                  marketing, administration and finances. This information
                  includes, without limitation: (i) trade secret information
                  about the Company and its products; (ii) "Inventions," as
                  defined in Section VI.B; (iii) information concerning any of
                  the Company's past, current or possible future products.
                  Proprietary Information or confidential information also
                  includes any information which is not generally disclosed and
                  which is useful or helpful to the Company and/or which would
                  be useful or helpful to competitors. More specific examples
                  include financial data, sales figures for individual projects
                  or groups of projects, planned new projects or planned
                  advertising programs, areas where the Company intends to
                  expand, lists of suppliers, lists of customers, wage and
                  salary data, capital investment plans, projected earnings,
                  changes in management or policies of the Company, testing
                  data, manufacturing methods, suppliers' prices to us, or any
                  plans we may have for improving any of our products. This
                  information is confidential or Proprietary Information
                  regardless of its form, e.g. oral, written, electronic or
                  other, and whether or not it is labeled as "proprietary" or
                  "confidential." The Company's Proprietary Information or
                  confidential information includes our information and that of
                  our affiliates and third parties concerning or relating to us.

VIII.    COMPETITIVE ACTIVITIES.

         A.       You agree that during your employment with the Company, you
                  will not alone, or in any capacity with another person or
                  entity, (i) directly or indirectly engage in any employment or
                  activity that competes with the Company's business at the time
                  your employment with the Company ends, within any state in the
                  United States or within Canada, (ii) in any way interfere or
                  attempt to interfere with the Company's relationships with any
                  of its current or potential customers, or (iii) solicit for
                  employment any of the Company's then employees on your own
                  behalf or on behalf of any other entity competing with the
                  Company.

         B.       You also agree that for a period of one year after the
                  termination of this Agreement for any one of the following
                  reasons: (i) for "cause" as defined above, or (ii) voluntarily
                  by you without "good reason" as defined above, you will abide
                  by clauses (ii) and (iii) of Section VIII.A above.

<PAGE>

Mr. Phillip B. Donenberg
June 11, 1998
Page 9

                                  CONFIDENTIAL


IX.      CHANGE IN CONTROL.

         A.       For purposes of this Agreement, a "Change in Control" of the
                  Company will mean the following:

                           (i) the sale, lease, exchange or other transfer,
                  directly or indirectly, of substantially all of the assets of
                  the Company (in one transaction or in a series of related
                  transactions) to a person or entity that is not controlled by
                  the Company;

                           (ii) the approval by the shareholders of the Company
                  of any plan or proposal for the liquidation or dissolution of
                  the Company;

                           (iii) a change in control of the Company of a nature
                  that would be required to be reported in response to Item 5(f)
                  of Schedule 14A of Regulation 14A or to Item 1 of Form 8-K
                  promulgated under the Securities Exchange Act of 1934, as
                  amended (the "Act"), provided that, without limitation, a
                  Change in Control shall be deemed to have occurred if (i) any
                  "person" (as such term is used in Sections 13(d) and 14(d)(2)
                  of the Act) is or shall become the beneficial owner, directly
                  or indirectly, of securities of the Company representing 30%
                  or more of the Company's then outstanding securities; or (ii)
                  during any period of twenty-four (24) consecutive months,
                  individuals who at the beginning of such period constitute the
                  entire Board of Directors shall cease for any reason to
                  constitute a majority thereof unless the election, or the
                  nomination for election by the Company's stockholders, of each
                  new director was approved by a vote of at least two-thirds of
                  the directors then still in office who were directors at the
                  beginning of the period.

         B.       If a Change in Control occurs, the Option will become
                  immediately exercisable in full and will remain exercisable
                  for the remainder of its term, regardless of whether you
                  remain in the employ or service of the Company.

         C.       For purposes of this Section IX, you shall be entitled to the
                  severance benefits provided in Section V.D if the date of
                  termination occurs either (i) while there is to the Company's
                  knowledge actively pending a proposed transaction, which, if
                  consummated, could reasonably be expected to result within one
                  (1) year in a Change in Control, or (ii) within two (2) years
                  following a Change in Control; unless, in the case of either
                  (i) or (ii), your employment is terminated or this Agreement
                  is not renewed because of death or disability or by the
                  Company for "cause" or voluntarily by you other than for "good
                  reason".

X.       MISCELLANEOUS.

         A.       NO ADEQUATE REMEDY. You understand that if you fail to fulfill
                  your obligations under this Agreement, the damages to the
                  Company would be very difficult to

<PAGE>

Mr. Phillip B. Donenberg
June 11, 1998
Page 10

                                  CONFIDENTIAL


                  determine. Therefore, in addition to any other rights or
                  remedies available to the Company at law, in equity, or by
                  statute, you hereby consent to the specific enforcement of
                  this Agreement by the Company through an injunction or
                  restraining order issued by an appropriate court.

         B.       GOVERNING LAW. The laws of Illinois will govern the validity,
                  construction, and performance of this Agreement.

         C.       ARBITRATION. Any and all disputes which arise concerning the
                  rights, duties or obligations of either party under any
                  provision of this Agreement shall be resolved exclusively by
                  binding arbitration in accordance with the following terms and
                  conditions. The party seeking arbitration shall commence a
                  proceeding in arbitration in Chicago, Illinois under the Rules
                  of the American Arbitration Association. Within one month from
                  one of the party's request for arbitration, the party
                  requesting arbitration shall appoint one arbitrator and within
                  one month of the date of such appointment, the other party
                  shall appoint an arbitrator. Within three weeks of the date
                  that the second arbitrator is appointed, and prior to any
                  examination of the merits of the case, the two arbitrators
                  shall mutually select a third arbitrator. If either of the
                  parties fails to appoint an arbitrator or if the two
                  arbitrators fail to appoint the third arbitrator within the
                  periods referred to above, one shall be appointed in
                  accordance with the Rules within fifteen (15) days of the
                  expiry date of the respective period referred to above. The
                  three arbitrators so selected shall constitute the arbitral
                  panel. The arbitral panel shall make its decisions by the
                  majority of its members. The arbitral panel shall render its
                  decision and award in writing within ninety (90) days from its
                  final constitution. There shall be no appeal from the decision
                  and award of the arbitral panel, which shall be final and
                  binding on the parties and may be entered in any court having
                  jurisdiction thereof.

         D.       RIGHTS IN THE EVENT OF DISPUTE. If, with respect to any
                  alleged failure by the Company to comply with any of the terms
                  of this Agreement, you hire legal counsel with respect to this
                  Agreement or institute any negotiations or institute or
                  respond to legal action to assert or defend the validity of,
                  enforce your rights under, or recover damages for breach of
                  this Agreement, the Company shall pay, as they are incurred,
                  your actual expenses for attorneys' fees and disbursements,
                  together with such additional payments, if any, as may be
                  necessary so that the net-after-tax payments to you equal such
                  fees and disbursements, provided that such payments shall be
                  reimbursed by you to the Company if the Arbitration panel
                  rules in favor of the Company and further decides that such
                  reimbursement is appropriate. Further, pending the resolution
                  of any such claim or dispute, you shall not be deemed
                  terminated for purposes of this Agreement.

         E.       CONSTRUCTION. Wherever possible, each provision of this
                  agreement will be interpreted so that it is valid under the
                  applicable law. If any provision of this

<PAGE>

Mr. Phillip B. Donenberg
June 11, 1998
Page 11

                                  CONFIDENTIAL


                  agreement is to any extent invalid under the applicable law,
                  that provision will still be effective to the extent it
                  remains valid under the applicable law. The remainder of this
                  agreement also will continue to be valid, and the entire
                  agreement will continue to be valid in other jurisdictions.

         F.       WAIVERS. No failure or delay by either the Company or you in
                  exercising any right or remedy under this agreement will waive
                  any provision of the agreement. Nor will any single or partial
                  exercise by either the Company or you of any right or remedy
                  under this agreement preclude either the Company or you from
                  otherwise or further exercising these rights or remedies, or
                  any other rights or remedies granted by any law or any related
                  document.

         G.       ENTIRE AGREEMENT. THIS AGREEMENT IS THE ENTIRE AGREEMENT
                  BETWEEN THE PARTIES AND REPLACES ALL OTHER ORAL NEGOTIATIONS,
                  COMMITMENTS, WRITINGS AND UNDERSTANDINGS BETWEEN THE PARTIES
                  CONCERNING THE MATTERS IN THIS AGREEMENT. THIS AGREEMENT CAN
                  ONLY BE MODIFIED BY MUTUAL WRITTEN CONSENT OF THE PARTIES. YOU
                  ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED TO SEEK LEGAL COUNSEL
                  TO REVIEW THIS AGREEMENT WITH YOU BEFORE YOU SIGN IT.

         H.       SUCCESSORS AND ASSIGNS. Except as otherwise provided in
                  Section IX, this Agreement will be binding upon and inure to
                  the benefit of the successors and assigns of the Company
                  whether by way of merger, consolidation, operation of law,
                  purchase or other acquisition of substantially all of the
                  assets or business of the Company, and any such successor or
                  assign will absolutely and unconditionally assume all of the
                  Company's obligations under this Agreement.

         I.       NOTICES. All notices, requests and demands given to or made
                  pursuant hereto will, except as otherwise specified herein, be
                  in writing and be delivered or mailed to any such party at its
                  address which:

                  1.       In the case of the Company will be:

                                    Ben-Abraham Technologies
                                    225 Peachtree Street, NE
                                    Suite 1400, South Tower
                                    Atlanta, GA  30303
                                    Attention:  Stephen M. Simes, CEO

                                                     and

<PAGE>

Mr. Phillip B. Donenberg
June 11, 1998
Page 12

                                  CONFIDENTIAL


                                    Raymond D. Cotton, Esq.
                                    Oppenheimer Wolff Donnelly & Bayh LLP
                                    1350 Eye Street, N.W., Suite 200
                                    Washington, D.C.  20005

                  2. In the case of employee will be:

                                    Phillip B. Donenberg
                                    2090 Sheridan
                                    Buffalo Grove, IL  60089

         Any party may, by notice to the other party, designate a changed
         address. Any notice, if mailed properly addressed, postage prepaid,
         registered or certified mail, will be deemed dispatched on the
         registered date or that date stamped on the certified mail receipt, and
         will be deemed received within the second business day thereafter or
         when it is actually received, whichever is sooner.

         J.       CAPTIONS. The various headings or captions in this agreement
                  are for convenience only and will not affect the meaning or
                  interpretation of this agreement.

<PAGE>

Mr. Phillip B. Donenberg
June 11, 1998
Page 13

                                  CONFIDENTIAL


         Would you please confirm that this agreement is in accordance with your
understanding and that you have received a copy of this letter by signing an
dating it where indicated below, and returning an executed copy for our records.

Very truly yours,

BEN-ABRAHAM TECHNOLOGIES, INC.

/s/ Stephen M. Simes

By:   Stephen M. Simes*
Its:  Chief Executive Officer


Agreed to and confirmed as of June __, 1998:




/s/ Phillip B. Donenberg
-----------------------------------
Phillip B. Donenberg


* Subject to approval by the Company's Board of Directors which shall be
recommended by Mr. Simes.

<PAGE>

                                  CONFIDENTIAL


April 15, 1999


Mr. Phillip B. Donenberg
2090 Sheridan
Buffalo Grove, IL  60089

Dear Phil:

         As you are aware, Ben-Abraham Technologies, Inc. (the "Company") has
agreed to sell securities (the "Transaction") to certain investors on the date
hereof pursuant to a Private Placement Memorandum dated March 19, 1999 and
certain Securities Purchase Agreements (the "Securities Purchase Agreements")
with such purchasers (the "Purchasers"). The Securities Purchase Agreements
specify, as a condition to closing, that (i) the certain letter agreement dated
as of June 11, 1998 between you and the Company regarding your employment (the
"Employment Agreement") be amended; and (ii) you waive certain rights you may
have under such Employment Agreement. Terms not defined herein shall have the
meanings ascribed to such terms in the Employment Agreement.

         1. Section IV.C.3 of the Employment Agreement is hereby amended in its
entirety to read as follows:

                  "In the event the Company issues a stock dividend, or
                  effectuates a stock split or exchange of any shares of the
                  Company, whether by way of reorganization, reclassification,
                  conversion or other means, the Company shall make appropriate
                  adjustment to the terms of the Option in order to prevent
                  dilution or enlargement of your rights."

Notwithstanding the foregoing, the Company has agreed to issue to you
concurrently with the closing of the Transaction additional options to purchase
that number of subordinate voting shares of the Company equal to the product of
(i) one and five tenths percent (1.5%) multiplied by (ii) the number of
subordinate voting shares sold in the Transaction (excluding any shares issuable
pursuant to warrants). You acknowledge that any future sales of securities by
the Company will not entitle you to additional options.

         2. In the event the Transaction would be deemed a "Change of Control",
or cause a "Change of Control" to have occurred, as such term is defined in
Section IX.A of the Employment Agreement, you hereby agree to waive only with
respect to any deemed "Change of Control" arising out of or related to the
Transaction (which, for greater certainty, includes the change in constitution
of the Board of Directors), any rights you have under Section IX.B. including
without limitation the right for the Option to become immediately exercisable.

<PAGE>

         3. Except as otherwise specifically set forth herein, the Employment
Agreement shall remain in full force and effect.

You hereby acknowledge that the Company and the Purchasers are entering into the
Securities Purchase Agreements in reliance upon on this letter. Please indicate
your agreement to the foregoing by signing the enclosed copy of this letter
where indicated and returning such executed copy to the Company.

                               Very truly yours,

                               Ben-Abraham Technologies, Inc.


                               By:  /s/ Louis W. Sullivan
                                  --------------------------------------------
                               Its:  Chairman, Board of Directors and Chairman,
                               Compensation Committee


ACCEPTED AND AGREED:


/s/ Phillip B. Donenberg
---------------------------
Phillip B. Donenberg


Dated:   4/15/99
      ---------------------