EXHIBIT 10.11

                                 [COMPANY LOGO]


                                December 27, 2002


Mr. Charles R. Allison
525 Sweet Birch Lane
Roswell, GA 30076

Subject:  Amendments to Employment and Deferred Compensation Agreements

Dear Chuck:

In connection  with the  Employment  Agreement  made June 30, 2002  ("Employment
Agreement") and the Salary Continuation and Deferred Compensation Agreement made
May 1, 1998 ("SCDC Agreement") which superceded and replaced in its entirety the
Salary  Continuation/Deferred  Compensation  agreement  made  January  1,  1994,
between you and the  Company  ("Agreements"),  it is agreed  that the  following
changes to the Agreements shall be effective December 30, 2002:

(1)  Employment  Agreement.  Except for Exhibit II,  Proprietary  Information  &
     Invention  Agreement,  the remainder of the Employment  Agreement is hereby
     cancelled.

(2)  Compensation. As vice president,  marketing and sales, and as the result of
     changing your commission  program to include virtually all of the net sales
     of the Company,  your salary effective  December 30, 2002, shall be $45,500
     annually, paid bi-weekly,  and shall be further reduced effective March 24,
     2003, to $35,750 annually, paid by weekly. In addition to your base salary,
     you shall be paid a  commission  monthly in arrears on certain net sales of
     the Company, including sales derived from all-in-one toner cartridges. Your
     commission shall be calculated and paid based on one-quarter of one percent
     (0.25%)  of the  net  sales  of the  Company,  excluding  sales  made by or
     credited to either Dr. Wang or Dr. Aubert. Should any dispute arise between
     you and the Company  regarding  whether or not an unpaid  commission is due
     you, the Company  will have the sole right to decide such  matter,  and the
     decision of the Company will be binding on you.

(3)  SCDC Agreement.  In connection  with the SCDC Agreement,  it is agreed that
     the following changes shall be effective January 1, 2003:

     (a)  Retirement.  Unless  otherwise  agreed  by you and the  Company,  your
          retirement  date shall be extended  from  February 1, 2003 to December
          31, 2003.


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     (b)  Life Insurance  Policy.  It is agreed and understood  that the Company
          shall not be required  to, nor does it intend to, make any  additional
          premium payments on the life insurance policy the Company has obtained
          on your life, nor will the Company, prior to your retirement, make any
          withdrawals  of any  accumulated  cash value.  Paragraph 4 of the SCDC
          Agreement  provides that the Company may, at its option,  transfer the
          ownership of the policy to you upon your  termination.  Paragraph 4 is
          hereby amended to require the Company to transfer the ownership of the
          policy to you, if within 30 days of your  retirement  you request such
          transfer of ownership.  Such transfer by either your request or at the
          option of the Company  shall  discharge  the Company  from any and all
          obligations to make any payments provided for under the SCDC Agreement
          and any further  premium  payments that may or may not otherwise  come
          due under the life  insurance  policy.  Income or other  taxes due, if
          any, as the result of the  transfer of ownership to you or the payment
          of monthly  installments  to you by the Company as contemplated by the
          SCDC Agreement are your sole responsibility.

(4)  Termination.  Notwithstanding  provisions  to  the  contrary  in  the  SCDC
     Agreement,  It is agreed that either you or the Company may terminate  your
     employment with the Company at any time with or without cause.

To indicate your  understanding  and acceptance of these amendments to the above
referenced Agreements, please sign where indicated hereafter.

Sincerely,



/S/ SUELING WANG
-----------------------
Sueling Wang, Phd
President


Acknowledged and accepted:



/S/ CHARLES R. ALLISON
-----------------------
Charles R. Allison