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                                                                    EXHIBIT 10.3

                      SENIOR EXECUTIVE EMPLOYMENT AGREEMENT


        Emerald Solutions, Inc. (Emerald Solutions), whose address is 500 -
108th Avenue N.E., Suite 2020, Bellevue, Washington 98004 and Jerry N. Grant
(Executive), whose address is 1324 W. Cornelia, Chicago, Illinois, 60657, enter
this agreement.

        The parties acknowledge that Emerald Solutions sells and implements
software-based custom strategic solutions and that Executive is an experienced
and successful manager and leader.

        Emerald Solutions hires Executive under these terms:

1.      EMPLOYMENT

        1.1     LENGTH. Executive's employment with Emerald Solutions begins on
                January 27, 1997 (Effective Date), and continues until ended as
                this Agreement provides.

        1.2     FULL TIME. Executive will work full time. Executive will devote
                his good faith efforts in support of Emerald Solutions'
                operations and goals, during the entire term of this Agreement.
                While Executive's employment by Emerald Solutions under this
                Agreement continues, Executive will not engage in any other
                employment or consulting without Emerald Solutions' advanced
                written knowledge.

2.      EXECUTIVE'S DUTIES.

                Executive will serve as Emerald Solutions' Chief Financial
        Officer. If Emerald Solutions reassigns Executive without Executive's
        consent, the Executive may, at the Executive's option, decline to accept
        the change in title or the new assignment and elect instead to treat it
        as termination without cause by Emerald Solutions.

3.      COMPENSATION PLAN.

        3.1     PAY. Emerald Solutions will pay Executive initially at the rate
                of $175,000 a year (Base Salary), payable in equal increments on
                Emerald Solutions' standard payroll schedules, which are
                bi-weekly as of the date of this Agreement. Payment will begin
                as of the first standard payroll following the Effective Date.
                Executive's compensation will otherwise be reviewed on an annual
                basis, as with other executives of the Company.

        3.2     STOCK OPTIONS. Executive will be granted 200,000 stock options
                on the Effective Date under Emerald Solutions' Stock Option
                Plan.

        3.3     BONUS. Based on performance criterion established by Executive
                and Emerald Solutions Chief Executive Officer, Executive will be
                eligible for a bonus up to $50,000.00. To be eligible for this
                payment, Executive must be an active employee at end of calendar
                year. During first year of employment, any payments will be
                prorated based on the number of full calendar months of
                employment. This bonus may be doubled based upon the Company
                exceeding its financial plan by a specified level.

        3.4     RELOCATION. Emerald Solutions will provide up to $25,000 in
                relocation assistance to help in Executive's move to Washington.
                Should Executive voluntarily terminate employment with Emerald
                Solutions within twelve (12) months from Effective Date,
                Executive will be responsible for returning a pro-rated amount
                of relocation assistance back to Emerald Solutions.
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        3.5     OTHER COMPENSATION.

                3.5.1   HEALTH INSURANCE BENEFITS. Emerald Solutions will pay
                        medical insurance, life insurance, disability insurance,
                        retirement, and other fringe benefits in accordance with
                        Emerald Solutions' then existing policies applicable
                        generally to senior executives.

                3.5.2   REIMBURSEMENT. Emerald Solutions will reimburse
                        Executive for all expenses reasonably incurred in
                        discharging duties as an employee of Emerald Solutions,
                        subject to Emerald Solutions' standard policies for
                        amounts and documentation to which all comparable
                        employees may be subject from time to time.

                3.5.3   VACATION/PERSONAL TIME. Executive shall be entitled to
                        vacation and sick time in accordance with Emerald
                        Solutions' then existing Earned-Time-Off (ETO) policies
                        applicable generally to senior management.

4.      TERMINATION.

        4.1     VOLUNTARY BY EXECUTIVE. Executive may resign from Emerald
                Solutions by one month's notice.

        4.2     VOLUNTARY BY EMERALD SOLUTIONS. Emerald Solutions may end
                Executive's employment, without cause, by Notice, subject to
                Emerald Solutions' obligation to pay termination pay noted
                below.


        4.3     WITH CAUSE. For the purposes of this Agreement, to be terminated
                With Cause shall only mean termination for (a) failure or
                refusal to carry out directions of the Board of Directors and/or
                Emerald Solutions' senior executive officers, which directions
                are reasonably consistent with the duties set forth to be
                performed by Executive; (b) an act which results in Executive
                being convicted of a felony; or (c) an act of misappropriation
                of Emerald Solutions' monies or assets, fraud and/or dishonesty
                or disloyalty to Emerald Solutions, such as but not limited to a
                violation of Executive's obligations under Section 5 or 7 of
                this Agreement. Emerald Solutions may terminate this Agreement
                effective as of the date Notice of Termination With Cause is
                given specifying the cause.

        4.4     COMPENSATION ON TERMINATION. Following termination, Emerald
                Solutions will pay these things:

                4.4.1   COMPENSATION AND EARNED VACATION EARNED THROUGH
                        TERMINATION DATE. Executive's Base Salary and bonuses as
                        earned through the termination date, and a buyout of all
                        accumulated but unused ETO time, to be paid within
                        thirty days of termination.

                4.4.2   BASE EXTENSION. Unless Employee is terminated With
                        Cause, or voluntarily resigns for reasons other than a
                        breach of Emerald Solutions' obligations to the
                        Executive of which the Executive has given Emerald
                        Solutions Notice and at least thirty days opportunity to
                        cure, Emerald Solutions will continue Employee's Base
                        Salary for the longer of three months after the
                        termination date, or one year after the Effective Date
                        of this Agreement. Payment of the Executive's Base
                        Salary shall be made on Emerald Solutions' standard
                        payroll schedules from the date of termination, as if
                        the Executive had not been terminated.

                4.4.3   LIMIT TO PAY. Emerald Solutions shall not pay Executive
                        any continuation of base salary under Section 4.4.2 for
                        any period during which Executive violates his
                        obligation under Section 5 or 7 of this Agreement.
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        4.5     OFFSET. To the extent permissible under applicable law, without
                prejudice to other remedies, Emerald Solutions may offset any
                amounts Executive owes Emerald Solutions against any amounts due
                upon termination or thereafter.

5.      CONFIDENTIALITY.

        5.1     CONFIDENTIALITY. Executive will keep Emerald Solutions' Data
                confidential. In doing so, Executive will not disclose Emerald
                Solutions' Data directly or indirectly to any person, other than
                an employee of Emerald Solutions or a person to whom disclosure
                is reasonably necessary or appropriate to further Emerald
                Solutions' business.

        5.2     EMERALD SOLUTION'S DATA. Emerald Solutions' Data consists of any
                trade secret or proprietary or confidential information of
                Emerald Solutions or of any Emerald Solutions affiliate. Emerald
                Solution's Data includes, but is not limited to, records, files,
                memorandum, reports, price lists, software, customer lists,
                drawings, sketches, documents, equipment, and the like relating
                to Emerald Solutions business which Executive uses, prepares, or
                comes in contact with during the course of his work for Emerald
                Solutions. Any information known generally to the public or any
                information of a type not otherwise generally considered
                confidential by persons engaged in the same business will not be
                treated as confidential.

        5.3     THIRD PARTY DATA. Executive will also keep third party Data
                confidential as required by Emerald Solutions; obligations to
                the third party, for at least as long as is required for Emerald
                Solutions' Data, but longer if required by any agreement Emerald
                Solutions enters into with the third party.

        5.4     RETURN ON TERMINATION. Executive will return all Emerald
                Solutions' Data and third party data on termination of this
                Agreement.

        5.5     SURVIVAL OF OBLIGATION. The provisions of this Section 5 shall
                survive termination of this Agreement.

6.      INVENTIONS

        6.1     DEFINITIONS. "Inventions" means new ideas, improvements, or
                discoveries, whether or not patentable or copyrightable, as well
                as other newly discovered or newly applied information or
                concepts. An Invention is a "Covered Invention" if it relates to
                Emerald Solutions' actual or anticipated business; or was
                developed in any part using Emerald Solutions' resources (time,
                supplies, facilities, or data); or it if results from or is
                suggested by a task assigned to, or work performed for Emerald
                Solutions by Executive. As used in this Section 6, "Emerald
                Solutions" includes Emerald Solutions' sister corporations or
                subsidiaries and Emerald Solutions' clients, consultants, and
                contractors.

        6.2     ASSIGNMENT. All Executive's right, title and interest to any
                Covered Inventions that Executive makes or conceives while
                employed by Emerald Solutions, belong to Emerald Solutions. This
                Agreement operates as a prospective assignment of all those
                rights to Emerald Solutions.

        6.3     OBLIGATION. The provisions of this Section 6 shall survive
                termination of this Agreement.

        6.4     NOTICE. Notwithstanding any other provision of this Agreement to
                the contrary, this Agreement does not obligate Executive to
                assign or offer to assign to Emerald Solutions any of
                Executive's rights in an invention for which no equipment,
                supplies, facilities or trade secret information of Emerald
                Solutions was used and which was developed entirely on
                Executive's own time, unless (a) the invention relates (i)
                directly to the business of Emerald Solutions or (ii) to Emerald
                Solutions' actual or demonstrably anticipated research or
                development or (b) the invention results from any work performed
                by Executive for Emerald Solutions. This satisfies the written
                notice and other requirements of RCW49.44.140.
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7.      NON-COMPETITION; NON-SOLICITATION.

        7.1     COMPETING DEFINED. During Executive's employment with Emerald
                Solutions, and for eighteen months afterward, unless Emerald
                Solutions consents in writing, Executive will not compete with
                Emerald Solutions, or solicit business from Emerald Solutions'
                customers. This commitment will not survive termination of this
                Agreement if the Executive voluntarily terminates his employment
                as a result of Emerald Solutions' breach of its obligations to
                the Executive under this Agreement, provided the Executive has
                first given Emerald Solutions Notice of the breach and at least
                thirty days' opportunity to cure it.

                7.1.1.  COMPETING DEFINED. "Competing" means to provide any
                        services or knowledge in the area of information
                        technology directly or indirectly to an Emerald
                        Solutions' customer. Service is "indirect" if the
                        service is provided to another person or company who in
                        turn provides it to an Emerald Solutions' customer.
                        "Service" includes acting as an employee, independent
                        contractor, consultant, officer, director, or agent.
                        Being employed by a company that itself provides service
                        to an Emerald Solutions' customer or competes with
                        Emerald Solutions is not competition unless the
                        Executive himself is providing the service directly, or
                        gives assistance that is substantively related to a
                        particular Emerald Solutions' customer or to providing
                        services or knowledge that competes with Emerald
                        Solutions to others to help them perform those services
                        or compete directly.

                7.1.2.  SOLICITING BUSINESS DEFINED. "Soliciting business" means
                        with respect to custom solutions, performing work for or
                        soliciting work from anyone who has been a customer or
                        client of Emerald Solutions, or providing knowledge or
                        assistance to another for any of those purposes, on
                        either a consulting or an employment basis.

                7.1.3.  EMERALD SOLUTIONS' CUSTOMERS DEFINED. Emerald Solutions'
                        "customers" are:

                        (a)     EXISTING. Entities or individuals who have
                                purchased consulting or programming services,
                                software, or goods from Emerald Solutions at
                                anytime within three years before the day
                                employment ends.

                        (b)     ACTIVE PROSPECTS. Entities or individuals who
                                are active prospects of Emerald Solutions. An
                                active prospect is one upon whom more than three
                                calls have been made in any one-month period, or
                                to whom a proposal has been submitted or by whom
                                a proposal has been requested, and from whom, on
                                the date employee's employment terminates,
                                Emerald Solutions reasonably believes it may
                                secure work or product or service orders.

                        (c)     DEPARTMENTS OR DIVISIONS OF CUSTOMERS. In the
                                event a customer has more than one department
                                and/or division, only the particular department
                                and/or division which would otherwise qualify as
                                an Emerald Solutions' Customer, if considered
                                independently, shall be deemed a customer of
                                Emerald Solutions under this paragraph 7.1.3,
                                and not any other department or division.

        7.2     NON-HIRING. During Executive's employment and for eighteen
                months afterward, unless Emerald Solutions consents in writing,
                Executive will not solicit or assist in the solicitation of
                Emerald Solutions' employees.

        7.3     SURVIVAL OF OBLIGATION. The provisions of this Section 7 shall
                survive termination of this Agreement.

8.      NO CONFLICTING OBLIGATIONS.

        8.1     VIOLATION OF OTHER AGREEMENTS. Execution, delivery and
                performance of this Agreement and the performance of Executive's
                other obligations and duties to Emerald Solutions will not cause
                any
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                breach, default or violation of any other employment,
                nondisclosure, confidentiality, consulting or other agreement to
                which Executive is a party or by which Executive may be bound.

        8.2     DISCLOSURE OF OTHER TRADE SECRETS. Executive will not use in
                performance of Executive's work for Emerald Solutions or
                disclose to Emerald Solutions any trade secret, confidential or
                proprietary information of any prior employer or other Person if
                and to the extent that such use or disclosure may cause a
                breach, default, or violation of any obligation or duty that
                Executive owes to such other person (e.g., under any agreement
                or applicable law). Executive's compliance with this paragraph
                will not prohibit, restrict or impair the performance of
                Executive's work, obligations and duties to Emerald Solutions.

        8.3     FALSE REPRESENTATIONS. Executive will not (a) make any false,
                misleading or disparaging representations or statements with
                regard to Emerald Solutions or the products or services of
                Emerald Solutions or (b) make any statement that may impair or
                otherwise adversely affect the goodwill or reputation of Emerald
                Solutions.

9.      OTHER MATTERS.

        9.1     EMPLOYMENT AT WILL. Executive's employment with Emerald
                Solutions is "at will" and may be terminated at any time by
                Executive or an executive of Emerald Solutions. This Agreement
                will survive any termination of Executive's employment.

        9.2     NOTICE. Notice to Executive shall be sent to Executive's most
                recent address shown in Emerald Solutions' personnel records.
                Notice to Emerald Solutions shall be sent to Emerald Solutions'
                headquarters address, marked attention: President. Either party
                may change its address by Notice. Notice shall be effective when
                the person to whom it is sent actually gets it, if sent by any
                method that leaves a paper or electronic record in the hands of
                the recipient. If sent certified or registered mail, postage
                prepaid, return receipt requested, to the proper address this
                section defines, notice shall be considered effective whether or
                not actually received on the date the return receipt shows the
                notice was accepted, refused, or returned undeliverable.

        9.3     SEVERABILITY. This agreement will be enforced to the fullest
                extent permitted by applicable law. If for any reason any
                provision of this Agreement is held to be invalid or
                unenforceable to any extent, then (a) such provision will be
                interpreted, construed or reformed to the extent reasonably
                required to render the same valid, enforceable and consistent
                with the original intent underlying such provision and (b) such
                invalidity or unenforceability will not affect any other
                provision of this Agreement or any other agreement between
                Emerald Solutions and Executive. If the invalidity or
                unenforceability is due to the unreasonableness of the scope or
                duration of the provision, the provision will remain effective
                for such scope and duration as may be determined to be
                reasonable.

        9.4     NON-WAIVER. The failure of Emerald Solutions to insist upon or
                enforce strict performance of any provision of this Agreement or
                to exercises any of its rights or remedies under this Agreement
                will not be construed as a waiver or a relinquishment to any
                extent of Emerald Solutions' rights to assert or rely on any
                such provision, right or remedy in that or any instance, rather,
                the same will be and remain in full force and effect.

        9.5     ASSIGNMENT. This Agreement shall be binding upon and inure to
                the benefit of Emerald Solutions, its successors and assigns and
                shall be binding upon and inure to the benefit of Executive, and
                Executive's administrators, executors, legatees, and heirs. This
                Agreement shall not be assigned by Executive.
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EMERALD SOLUTIONS, INC.                     JERRY N. GRANT:



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Title: Chairman and Chief                   Date:   January 7, 1997
       Executive Officer
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Date:  January 7, 1997
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