EXHIBIT 10.4


                                MIAD SYSTEMS LTD.
            ---------------------------------------------------------
            43 RIVIERA DRIVE, UNIT 7 MARKHAM, ONTARIO, CANADA L3R 5J6
              1(800) 387-9864, (905) 479-0214; FAX (905) 479-9472





October 1, 2000


PRIVATE AND CONFIDENTIAL
Mr. Joseph Misetich
6 Allonsius Drive
Etobicoke, Ontario
M9C 3N5


Dear Joe:


MIAD is pleased to confirm, in this letter, the proposed employment terms
between you and MIAD for the year commencing, October 1, 2000.

1.       Responsibilities

         As a senior sales executive, you will work closely with the President
         of MIAD to increase revenue from existing MIAD clients as well as
         developing new clients for MIAD.

2.       Salary

         Your annual salary at October 1, 2000 shall be set at $60,000 (sixty
         thousand) annually. You shall be entitled to earn sales commission as
         per the attached schedule. In addition, you will be reimbursed for
         automobile expenses in the amount of $350. per month. You will be
         reimbursed for reasonable and legitimate business expenses.

3.       Employment Benefits

         You will be entitled to employment benefits in accordance with then
         current MIAD employment benefit plan.




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4.       Non-Competition and Non-Solicitation Covenant

         You shall not during a period of 1 year from October 1, 2000, and in
         the Province of Ontario:

         -engage directly or indirectly in the Business of MIAD in respect of
         any organization that was a client of MIAD during such period.

         -directly or indirectly solicit any such client in respect of, or
         perform or offer to perform for any such client, any of the services of
         the type offered by MIAD on your own behalf or as a member, employee or
         associate of any person or organization.

         You acknowledge that the foregoing Non-Competition and Non-Solicitation
         Covenant are reasonable and that MIAD would not have entered into this
         Employment Agreement without this Covenant which is necessary to
         protect MIAD's economic interests. The breach by you of such Covenant
         would cause serious and irreparable harm to MIAD which would not
         adequately be compensated for and in damages and in the event of a
         breach, you consent to an injunction being issued restraining any
         further breach of such Covenant in addition to any other remedy that
         MIAD may have in the event of such breach.

         We look forward to continuing our relationship. To indicate your
         acceptance of these terms and conditions, kindly sign a duplicate copy
         of this letter and return to me.


         Yours very truly

         /s/ Michael A.S. Green
         M.A.S. Green, President


                                                           Accepted

                                                           /s/ Joseph Misetech
                                                           Joseph Misetich



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                                MIAD SYSTEMS LTD.
                             CONFIDENTIAL MEMORANDUM


TO:            Joseph Misetich
FROM:          Michael Green
DATA:          October 1, 2000
RE:            Fiscal 2001 Incentive Plan

Effective October 1, 2000, your MIAD year 2001 incentive plan is based on MIAD
revenues generated from your accounts.

         -        "Commissions". Your Commissions are predicated on margins of
                  ten percent (10%) of billed revenue for accounts where annual
                  sales exceed One Million Dollars ($1,000,000.00) and eight
                  percent (8%) of billed revenue for all other accounts. If any
                  sales are made at lower margins, the Company shall determine
                  the Commission payable. Margins will be calculated on
                  individual purchase orders.

                  Sales Volume (billed revenue)                  Commission (%)
                  -----------------------------                  --------------

                  Less than $4,000,000.00                             2 1/2%

                  More than $4,000,000.00 less than $8,000,000.00         3%

                  More than $8,000,000.00                              3 1/2%

         -        a margin incentive bonus ("Bonus"). The bonus shall apply for
                  accounts where annual sales (billed revenue) exceed One
                  Million Dollars ($1,000,000.00), the Bonus shall be as
                  follows:

                  Margin as a % of Invoice                      Incentive Bonus
                  ------------------------                      ---------------

                  Between 10% to 12%                                1/4 of 1%

                  Between 12% to 14%                                3/4 of 1%

                  Above 14%                                                1%

NOTE 1.           billed revenue for the purposes of this agreement means the
                  price to the customer as it appears on the invoice, net of
                  taxes, transportation and other charges;

NOTE 2.           Commission is earned when billed by MIAD. If, subsequently,
                  the client receives credits or does not pay, the commission
                  earned will be reduced accordingly.

                  Commissions and Bonuses shall be paid in the month following
                  the month in which such commissions or bonuses were earned.


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NOTE              3. MIAD reserves the right to cancel, change or modify any
                  portion of this compensation plan at any time without notice.

                  Please sign and return one copy of this memorandum to confirm
                  your agreement to this plan.


                   /s/ Joseph Misetech        Oct.1/2000
                  --------------------        -----------
                  Joseph Misetich               Date



                   /s/ Michael A.S. Green
                  -----------------------
                  M.A.S. Green