EXHIBIT 10.14

                         EMPLOYMENT AGREEMENT LION, INC.
                             (Randall D. Miles, CEO)


  This Employment Agreement (this "Agreement") is made effective the 8th day of
         December, 2003 ("Effective Date"), by LION, Inc. ("Employer"),
   and Randall D. Miles, Chief Executive Officer of LION, Inc. ("Executive").

                                    RECITALS

         Employer desires Executive's employment with Employer, and Executive
wishes to accept such employment, upon the terms and conditions set forth in
this Agreement.

                                    AGREEMENT

         The parties, intending to be legally bound, agree as follows:

                                 1. DEFINITIONS

         For the purposes of this Agreement, the following terms have the
meanings specified or referred to in this Section 1.

         1.1 "Basic Compensation" is defined as Salary and Benefits (see Section
3.1.1 and 3.1.2).

         1.2 "Bonus Compensation" is defined in Section 3.2.

         1.3 "Cause" is defined in Section 6.2

         1.4 "Confidential Information" is defined as the following information
and materials in written, oral, magnetic, photographic, optical or other form
and whether now existing or developed or created during the term of this
Agreement which are proprietary to Employer and are highly sensitive in nature.

                  1.4.1 INFORMATION MARKED PROPRIETARY OR CONFIDENTIAL. All
data, documents, materials, drawings and information in tangible form and marked
"Proprietary" or "Confidential."

                  1.4.2 PRODUCTS. Any and all ideas, designs, inventions,
discoveries, processes, methods, plans, concepts, methods, techniques,
structures, specifications, design specifications, design notes, flow charts,
documentation, technical and engineering data, laboratory studies, test results
and any other information and materials, whether or not in tangible form,
relating to Employer's operations.

                  1.4.3 TRADE SECRETS. All Employer's trade secrets, as defined
in the Washington Trade Secrets Law, RCW 19.108 et seq. and including without
limitation, the specific terms of


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Employer's relationships or agreements with significant vendors and customers,
and targeted prospective vendors and customers; Employer's customer list; and
information concerning Employer's management, finance, marketing and business
plans.

                  1.4.4 LEGAL RIGHTS. Patents, copyrights, trade secrets,
trademarks, and service marks ("Intellectual Property"), including any documents
containing information concerning such Intellectual Property.

                  1.4.5 THIRD PARTY INFORMATION. Any and all information and
materials in Employer's possession or under its control from any other person or
entity which Employer is obligated to treat as confidential or proprietary
("Third Party Information").

                  1.4.6 NOT GENERALLY KNOWN. Any and all information not
generally known to the public or within the industries or trades in which
Employer competes.

         1.5 "Effective Date" means the date stated in the first paragraph of
the Agreement.

         1.6 "Employment Period" means the period beginning on the Effective
Date and ending on termination of Executive's employment pursuant to Section 6.

         1.7 "Person" is any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, or governmental body.

         1.8 "Post-Employment Period" is defined in Section 8.2.4.

         1.9 "Proprietary Items" is defined in Section 7.2.4.

         1.10 "Salary" is defined in Section 3.1.1.

         1.11 "Severance Benefit" is defined as 50% of the Executive's annual
salary for the calendar year in which this Agreement is terminated, together
with continuation of Benefits as defined in Sections 3.1.2 and 6.3.5 herein, at
the level the Executive is receiving at the time of Termination for six months
immediately following the Date of Termination.

         1.12 "Stock" - Common stock of LION, Inc.

                            2.0 EMPLOYMENT AND DUTIES

         2.1  EMPLOYMENT

         Employer hereby employs Executive, and Executive hereby accepts
employment by Employer, upon the terms and conditions set forth in this
Agreement.


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         2.2  TERM

         Subject to the provision of Section 6, the term of Executive's
employment under this Agreement will be three (3) years, beginning on the
effective date (December 8, 2003) and ending on the third anniversary of the
Effective Date.

         2.3   DUTIES

         Executive will have such duties as are assigned or delegated to
Executive by the Board of Directors of Employer and will serve as Chief
Executive Officer. Executive will devote his entire business, time, attention,
skill, and energy exclusively to the business of Employer, will use his best
efforts to promote the success of Employer's business, and will cooperate fully
with the Board of Directors in the advancement of the best interests of
Employer. If Executive is elected as a director of Employer or as a director or
officer of any of its affiliates, Executive will fulfill his duties as such
director or officer without additional compensation.

                                3.0 COMPENSATION

         BASIC COMPENSATION

                  3.1.1 SALARY. Executive will be paid an annual salary of
$200,000/year subject to adjustment as provided below (the "Salary"), which will
be payable in equal periodic installments according to Employer's customary
payroll practices, but no less frequently than monthly. The Salary and Benefits
(i.e. Basic Compensation) will be reviewed by the Board of Directors not less
frequently than annually.

                  3.1.2 BENEFITS. Executive will, during the Employment Period,
be permitted to participate in such pension, profit sharing, bonus, life
insurance, hospitalization, major medical, and other employee benefit plans of
Employer that may be in effect from time to time, to the extent Executive is
eligible under the terms of those plans (collectively, the "Benefits").

         3.2   BONUS COMPENSATION

         Annually the Compensation Committee will review and/or determine any
bonus compensation plans or changes thereto for the Executive (Exhibit A).

                           4.0 FACILITIES AND EXPENSES

         4.1  GENERAL

         Employer will furnish Executive office space, equipment, supplies, and
such other facilities and personnel as Employer deems necessary or appropriate
for the performance of Executive's duties under this Agreement. Employer will
pay on behalf of Executive (or reimburse Executive for) reasonable expenses
incurred by Executive at the request of, or on behalf of, Employer in the
performance of Executive's duties pursuant to this Agreement, and in accordance


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with Employer's policies. Executive must file expense reports with respect to
such expenses in accordance with Employer's policies.

         4.2  BUSINESS EXPENSES

         Employer shall reimburse Executive for all reasonable, ordinary and
necessary business expenses incurred by Executive in the performance of his
duties and the promotion of the Employer's business.

         4.3  CELLULAR PHONE

         Employer will pay for and provide Executive with a cellular phone,
phone service and wireless connectivity device for business use if so requested
by the Executive.

                            5. VACATIONS AND HOLIDAYS

         Executive will be entitled to vacation each calendar year in accordance
with the vacation policies of Employer in effect for its employee officers from
time to time, in any event not less than four (4) weeks vacation a year.
Vacation must be taken by Executive at such time or times as approved by the
Board of Directors. Executive will also be entitled to the paid holidays set
forth in Employer's policies. Vacation days and holidays during any calendar
year that are not used by Executive during such calendar year may not be used in
any subsequent calendar year without Employer's prior written consent.

                                 6. TERMINATION

         6.1  EVENTS OF TERMINATION

         The Employment Period, Executive's Salary and Benefits and any and all
other rights of Executive under this Agreement or otherwise as an employee of
Employer will terminate (except as otherwise provided in this Section 6) on the
earliest of:

                  6.1.1  Upon the death of Executive;

                  6.1.2  Upon written notice by Executive;

                  6.1.3  Upon written notice by Employer;

                  6.1.4 For Cause (as defined in Section 6.2), immediately upon
notice from Employer to Executive, or at such later time as such notice may
specify.

         6.2  DEFINITION OF "FOR CAUSE"

         For purposes of Section 6.2, "Cause for Employer" shall mean any of the
following: (i) Executive's theft, dishonesty, or falsification of Employer's
documents or records; (ii) Executive's participation in a fraud or act of
dishonesty against Employer; (iii) any action taken


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in bad faith by Executive which has a detrimental effect on Employer's
reputation or business; (iv) Executive's willful failure or inability to perform
any reasonable assigned duties that is not remedied by Executive within forty
five (45) days of written notice of such failure or inability from Employer; (v)
Executive's unremedied material breach of this Agreement after receipt of the
written notice discussed above, or any violation of Employer's written policies
constituting gross intentional misconduct adversely and demonstrably affecting
Employer's business or reputation; or (vi) Executive's conviction (including any
plea of guilty or NOLO CONTENDERE) of any felony or crime involving dishonesty.

         For purposes of Section 6.2, "Cause for Executive" shall mean any one
of the following events which occurs without Executive's consent: (i) any
reduction of Executive's then existing compensation or benefits, except to the
extent that such compensation of all other senior executives of Employer is
equally reduced; (ii) any material diminution of Executive's duties,
responsibilities, authority, reporting structure, titles or offices provided
Executive gives Employer written notice of such material diminution and it is
not remedied by Employer within thirty (30) days of receipt of such notice;
(iii) any request that Executive relocate to a work site that would increase
Executive's one-way commute distance by more than fifty (50) miles from
Executive's then principal residence; (iv) any material breach by Employer of
its obligations under this Agreement that is not remedied by Company within
thirty (30) days of written notice of such breach from Executive; (v) another
entity or person becoming the majority owner through a hostile takeover of
Employer; or (vi) a slate of directors is elected, a majority of which were not
recommended by the existing directors and management prior to the vote.

         6.3  TERMINATION PAY

         Effective upon the termination of this Agreement, Employer will be
obligated to pay Executive only such compensation as is provided in this Section
6.3, and in lieu of all other amounts and in settlement and complete release of
all claims Executive may have against Employer.

                  6.3.1 TERMINATION BY EMPLOYER FOR CAUSE OR TERMINATION BY
EXECUTIVE WITHOUT CAUSE. If Employer terminates this Agreement for Cause, or
Executive terminates this Agreement without cause, Executive will be entitled to
receive his Salary only through the date such termination is effective.

                  6.3.2 TERMINATION UPON DEATH. If this Agreement is terminated
because of Executive's death, Executive will be entitled to receive his Salary
through the end of the calendar month in which his death occurs, plus a
Severance Benefit.

                  6.3.3 TERMINATION BY EMPLOYER WITHOUT CAUSE. If Employer
terminates this Agreement without Cause, Employer will pay Executive his Salary
through the end of the calendar month in which such termination occurs. Employer
will also pay the Severance Benefit.

                  6.3.4 TERMINATION BY EXECUTIVE FOR CAUSE. If the Executive
terminates this Agreement "for cause", the Employer will pay Executive his
Salary through the end of the calendar month in which such termination occurs.
Employer will also pay the Severance Benefit.


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                  6.3.5 BENEFITS. Executive's accrual of, or participation in
plans providing for benefits will cease at the effective date of the termination
of this Agreement, and Executive will be entitled to accrued Benefits pursuant
to such plans only as provided in such plans. Following the Termination Date,
the Executive has the right to continue coverage under the Company's health
insurance plans as provided by the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended ("COBRA"), provided the Executive makes a timely
election for such continued coverage. However, if the Executive terminates "for
cause" or the Employer terminates the Executive "without cause", Employer will
provide, at no expense to the Executive during the 6 month Severance Period, any
health insurance benefits provided under the Employer's Plans.

                           7.0 NON-DISCLOSURE COVENANT

         7.1  ACKNOWLEDGMENTS BY THE EXECUTIVE

         Executive acknowledges that (a) during the Employment Period and as a
part of his employment, Executive will be afforded access to Confidential
Information; (b) public disclosure of such Confidential Information could have
an adverse effect on Employer and its business; and (c) the provisions of this
Section 7 are reasonable and necessary to prevent the improper use or disclosure
of Confidential Information.

         7.2  AGREEMENTS OF THE EXECUTIVE

         In consideration of the compensation and benefits to be paid or
provided to Executive by Employer under this Agreement, Executive covenants as
follows:

                  7.2.1 During and following the Employment Period, Executive
will hold in confidence the Confidential Information and will not disclose it to
any person except with the specific prior written consent of Employer or except
as otherwise expressly permitted by the terms of this Agreement.

                  7.2.2 Any trade secrets of Employer will be entitled to all of
the protections and benefits under Washington trade secret law, RCW 19.108 et
seq., and any other applicable law. If any information that Employer deems to be
a trade secret is found by a court of competent jurisdiction not to be a trade
secret for purposes of this Agreement, such information will, nevertheless, be
considered Confidential Information for purposes of this Agreement. Executive
hereby waives any requirement that Employer submit proof of the economic value
of any trade secret or post a bond or other security.

                  7.2.3 None of the foregoing obligations and restrictions
applies to any part of the Confidential Information that Executive demonstrates
was or became generally available to the public other than as a result of a
disclosure by Executive.

                  7.2.4 Executive will not remove from Employer's premises
(except to the extent such removal is for purposes of the performance of
Executive's duties at home or while traveling,


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or except as otherwise specifically authorized by Employer) any document,
record, notebook, plan, model, component, device, or computer software or code,
whether embodied in a disk or in any other form (collectively, the "Proprietary
Items"). Executive recognizes that, as between Employer and Executive, all of
the Proprietary Items, whether or not developed by Executive, are the exclusive
property of Employer. Upon termination of this Agreement by either party, or
upon the request of Employer during the Employment Period, Executive will return
to Employer all of the Proprietary Items in Executive's possession or subject to
Executive's control, and Executive shall not retain any copies, abstracts,
sketches, or other physical embodiment of any of the Proprietary Items.

         7.3  DISPUTES OR CONTROVERSIES

         Executive recognizes that should a dispute or controversy arising from
or relating to this Agreement be submitted for adjudication to any court,
arbitration panel, or other third party, the preservation of the secrecy of
Confidential Information may be jeopardized. All pleadings, documents,
testimony, and records relating to any such adjudication will be maintained in
secrecy and will be available for inspection by Employer, Executive, and their
respective attorneys and experts, who will agree, in advance and in writing, to
receive and maintain all such information in secrecy, except as may be limited
by them in writing.

                    8.0 NON-COMPETITION AND NON-INTERFERENCE

         8.1  ACKNOWLEDGMENTS BY THE EXECUTIVE

         Executive acknowledges that: (a) the services to be performed by him
under this Agreement are of a special, unique, unusual, extraordinary, and
intellectual character; (b) Employer competes with other businesses that are or
could be located in any part of the world; and (c) the provisions of this
Section 8 are reasonable and necessary to protect Employer's business.

         Executive acknowledges that the products or activities and services of
the Employer include, but are not limited to, the acquisition, assemblence,
marketing and sales of Employer's products and services, including industry web
site development and hosting, rate and fee content information from lenders for
mortgage brokers, and Internet-based technology solutions for mortgage brokers
and lenders. Executive further acknowledges that the products, activities, and
services of the Employer may expand during Executive's term of employment, and
that the provisions of this Section 8 apply to all products, activities, and
services of Employer in effect at the time of Executive's termination.

         8.2  COVENANTS OF THE EXECUTIVE

         In consideration of the acknowledgments by Executive, and in
consideration of the compensation and benefits to be paid or provided to
Executive by Employer, Executive covenants that he will not, directly or
indirectly:


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                  8.2.1 During the Employment Period, except in the course of
his employment hereunder, engage or invest in, own, manage, operate, finance,
control, or participate in the ownership, management, operation, financing, or
control of, be employed by, associated with, or in any manner connected with,
lend Executive's name or any similar name to, lend Executive's credit to or
render services or advice to, any business whose products or activities compete
in whole or in part with the products or activities of Employer anywhere within
the United States; provided, however, that Executive may purchase or otherwise
acquire up to (but not more than) one percent of any class of securities of any
enterprise (but without otherwise participating in the activities of such
enterprise) if such securities are listed on any national or regional securities
exchange or have been registered under Section 12(g) of the Securities Exchange
Act of 1934;

                  8.2.2 Whether for Executive's own account or for the account
of any other person, at any time during the Employment Period and the
Post-Employment Period, solicit business of the same or similar type being
carried on by Employer, from any person known by Executive to be a customer of
Employer, whether or not Executive had personal contact with such person during
and by reason of Executive's employment with Employer;

                  8.2.3 Whether for Executive's own account or the account of
any other person (a) at any time during the Employment Period and the
Post-Employment Period, solicit, employ, or otherwise engage as an employee,
independent contractor, or otherwise, any person who is an employee of Employer
or in any manner induce or attempt to induce any employee of Employer to
terminate his employment with Employer; or (b) at any time during the Employment
Period and the Post Employment Period, interfere with Employer's relationship
with any person, including any person who at any time during the Employment
Period was an employee, contractor, supplier, or customer of Employer; or

                  8.2.4 At any time during or after the Employment Period,
disparage Employer or any of its shareholders, directors, officers, employees,
or agents.

         For purposes of this Section 8.2, the term "Post-Employment Period"
means the 1 year period beginning on the date of termination of Executive's
employment with Employer.

         If any covenant in this Section 8.2 is held to be unreasonable,
arbitrary, or against public policy, such covenant will be considered to be
divisible with respect to scope, time, and geographic area, and such lesser
scope, time, or geographic area, or all of them, as a court of competent
jurisdiction may determine to be reasonable, not arbitrary, and not against
public policy, will be effective, binding, and enforceable against Executive.

         The period of time applicable to any covenant in this Section 8.2 will
be extended by the duration of any violation by Executive of such covenant.

         Executive will, while the covenant under this Section 8.2 is in effect,
give notice to Employer, within ten days after accepting any other employment,
of the identity of Executive's employer. Employer may notify such employer that
Executive is bound by this Agreement and, at Employer's election, furnish such
employer with a copy of this Agreement or relevant portions thereof.


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                             9.0 GENERAL PROVISIONS

         9.1  INJUNCTIVE RELIEF AND ADDITIONAL REMEDY

         Executive acknowledges that the injury that would be suffered by
Employer as a result of a breach of the provisions of this Agreement (including
any provision of Sections 7 and 8) would be irreparable and that an award of
monetary damages to Employer for such a breach would be an inadequate remedy.
Consequently, Employer will have the right, in addition to any other rights it
may have, to obtain injunctive relief to restrain any breach or threatened
breach or otherwise to specifically enforce any provision of this Agreement.
Without limiting Employer's rights under this Section 9 or any other remedies of
Employer, if Executive breaches any of the provisions of Section 7 or 8,
Employer will have the right to cease making any payments otherwise due to
Executive under this Agreement.

         9.2  COVENANTS OF SECTIONS 7 AND 8 ARE ESSENTIAL AND INDEPENDENT
              COVENANTS

         The covenants by Executive in Sections 7 and 8 are essential elements
of this Agreement, and without Executive's agreement to comply with such
covenants, Employer would not have entered into this Agreement or employed
Executive. Executive has independently consulted his counsel and has been
advised in all respects concerning the reasonableness and propriety of such
covenants, with specific regard to the nature of the business conducted by
Employer.

         Executive's covenants in Sections 7 and 8 are independent covenants and
the existence of any claim by Executive against Employer under this Agreement or
otherwise, will not excuse Executive's breach of any covenant in Section 7 or 8.

         If Executive's employment hereunder expires or is terminated, this
Agreement will continue in full force and effect as is necessary or appropriate
to enforce the covenants and agreements of Executive in Sections 7 and 8.

         9.3  REPRESENTATIONS AND WARRANTIES BY THE EXECUTIVE

         Executive represents and warrants to Employer that the execution and
delivery by Executive of this Agreement do not, and the performance by Executive
of Executive's obligations hereunder will not, with or without the giving of
notice or the passage of time, or both: (a) violate any judgment, writ,
injunction, or order of any court, arbitrator, or governmental agency applicable
to Executive; or (b) conflict with, result in the breach of any provisions of or
the termination of, or constitute a default under, any agreement to which
Executive is a party or by which Executive is or may be bound.


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         9.4  OBLIGATIONS CONTINGENT ON PERFORMANCE

         The obligations of Employer hereunder, including its obligation to pay
the compensation provided for herein, are contingent upon Executive's
performance of Executive's obligations hereunder.

         9.5  WAIVER

         The rights and remedies of the parties to this Agreement are cumulative
and not alternative. Neither the failure nor any delay by either party in
exercising any right, power, or privilege under this Agreement will operate as a
waiver of such right, power, or privilege, and no single or partial exercise of
any such right, power, or privilege will preclude any other or further exercise
of such right, power, or privilege or the exercise of any other right, power, or
privilege. To the maximum extent permitted by applicable law, (a) no claim or
right arising out of this Agreement can be discharged by one party, in whole or
in part, by a waiver or renunciation of the claim or right unless in writing
signed by the other party; (b) no waiver that may be given by a party will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on one party will be deemed to be a waiver of any obligation
of such party or of the right of the party giving such notice or demand to take
further action without notice or demand as provided in this Agreement.

         9.6  BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED

         This Agreement shall inure to the benefit of, and shall be binding
upon, the parties hereto and their respective successors, assigns, heirs, and
legal representatives, including any entity with which Employer may merge or
consolidate or to which all or substantially all of its assets may be
transferred. The duties and covenants of Executive under this Agreement, being
personal, may not be delegated.

         9.7  NOTICES

         All notices, consents, waivers, and other communications under this
Agreement must be in writing and will be deemed to have been duly given when (a)
delivered by hand (with written confirmation of receipt), (b) sent by facsimile
(with written confirmation of receipt), provided that a copy is mailed by
registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth below (or to such other addresses and facsimile numbers as a
party may designate by notice to the other parties):

         If to Executive:

         Randall D. Miles
         751 20th Av E
         Seattle, WA 98112
         Telephone No.: (206) 322-5240


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or to such other addresses and faxes as the parties may from time to time
designate in writing.

         If to Employer:

         Board of Directors
         LION, Inc.
         4700-42nd Ave. SW, Suite 430
         Seattle, WA 98116
         Telephone No.: (206) 577-1440

or to such other addresses and telephone numbers as the Employer may from time
to time designate in writing.

         9.8  ENTIRE AGREEMENT; AMENDMENTS

         This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, between the parties hereto with respect to the
subject matter hereof, provided, however, that any prior or contemporaneous
agreements between the parties concerning confidentiality, intellectual
property, inventions, non-competition, and/or non-solicitation shall remain in
full force and effect if and to the extent that they provide greater protection
to Employer. This Agreement may not be amended orally, but only by an agreement
in writing signed by the parties hereto.

         9.9  ARBITRATION

         Except when injunctive relief is sought by Employer pursuant to Section
9.1, Employer and Executive shall settle any and all claims, disputes or
controversies arising out of or relating to Executive's candidacy for
employment, employment and/or cessation of employment with Employer, exclusively
by final and binding arbitration before a single neutral Arbitrator. Such claims
include claims under federal, state and local statutory or common law; wrongful
termination; claims for wages, including, but not limited to, claims under the
Fair Labor Standards Act, Washington Minimum Wage Act, or other state
equivalent; breach of public policy; claims of discrimination or harassment,
including, but not limited to, claims under the Age Discrimination in Employment
Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991,
the Americans with Disabilities Act, the Washington Law Against Discrimination,
and any other state or local discrimination laws. The arbitration shall be
submitted to the American Arbitration Association, and it shall be conducted in
Seattle, Washington in accordance with the Commercial Dispute Resolution
Procedures then in effect. Judgment upon the award rendered may be entered only
in King County Superior Court.

         9.1  GOVERNING LAW

         This Agreement will be governed by the laws of the State of Washington
without regard to conflicts of laws principles.


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         9.11  JURISDICTION

         Any action or proceeding seeking to enforce any provision of, or based
on any right arising out of, this Agreement may be brought against either of the
parties in the courts of the State of Washington, County of King, and each of
the parties consents to the jurisdiction of such courts (and of the appropriate
appellate courts) in any such action or proceeding and waives any objection to
venue laid therein. Process in any action or proceeding referred to in the
preceding sentence may be served on either party anywhere in the world.

         9.12  SECTION HEADINGS, CONSTRUCTION

         The headings of Sections in this Agreement are provided for convenience
only and will not affect its construction or interpretation. All references to
"Section" or "Sections" refer to the corresponding Section or Sections of this
Agreement unless otherwise specified. All words used in this Agreement will be
construed to be of such gender or number as the circumstances require. Unless
otherwise expressly provided, the word "including" does not limit the preceding
words or terms.

         9.13  SEVERABILITY

         If any provision of this Agreement is held invalid or unenforceable by
any court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

         9.14  DRAFTSMANSHIP

         There shall be no presumption of draftsmanship in the preparation or
execution of this Agreement.

         9.15  COUNTERPARTS

         This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Agreement and all of which,
when taken together, will be deemed to constitute one and the same agreement.

         IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date above first written above.

EMPLOYER:                                        EXECUTIVE:

/s/ David Stedman                                /s/ Randall D. Miles
----------------------------------------         -------------------------------
David Stedman, President & CEO                   Randall D. Miles


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