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                                                                   EXHIBIT 10.6


                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 31st
day of July 2000 (the "Effective Date"), by and between LARK TECHNOLOGIES, INC.,
a Texas corporation (the "Company), acting herein by and through its officer
hereunto duly authorized, and CARL W. BALEZENTIS ("Employee").

                                   WITNESSETH:

WHEREAS, Company desires to employ Employee to serve in a managerial capacity
with the Company; and,

WHEREAS, Employee is willing to be employed by the Company and to render such
services to the Company on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the compensation and other benefits to be
obtained by Employee by virtue of Employee's employment by the Company, the
Company's promise to provide Employee with initial and ongoing Confidential
Information (defined in paragraph 6 below) and the mutual promises and
agreements by and between the Company and Employee hereinafter set forth, it is
hereby agreed by the Company and the Employee as follows:

         1.   Employment: Employee is hereby employed by the Company and
              Employee hereby accepts such employment upon the terms and
              conditions hereinafter set forth.

         2.   Effective Date; Term of Employment: This Agreement and Employee's
              employment by the Company shall be effective on the Effective Date
              and shall continue in effect until terminated in accordance with
              the provisions hereof (the "Employment Period"). This Agreement
              may be terminated by the Company or Employee at any time, subject,
              however, to the termination provisions of Section 5 hereof and
              applicable law.

         3.   Duties: Employee shall serve as the Executive Vice President -
              Corporate Development of the Company with responsibility for all
              aspects of the Company's sales and marketing activities, and new
              business opportunities, during the Employment Period, on a
              full-time basis. During the Employment Period, Employee shall
              devote such time, attention, skill, energy and efforts as may be
              necessary for the faithful performance of Employee's duties
              hereunder. Notwithstanding the foregoing, nothing herein shall
              prohibit the Employee from devoting reasonable time to vacations,
              civic and charitable activities, and management of personal
              investments, all of which shall be at Employee's sole but
              reasonable discretion.

         4.   Compensation

              (a)    During the Employment Period, the Company shall pay
                     Employee, as compensation for his services, an annual base
                     salary of not less than One Hundred Thirty-five Thousand
                     and No/100 Dollars ($135,000.00), payable in accordance
                     with the Company's usual payment practices but in any event
                     not less often than monthly. The Employee's base salary
                     shall be reviewed by the Company at least annually in July
                     of each year for purposes of determining reasonable
                     increases thereof based on considerations of merit and cost
                     of living adjustments, and may be increased (but

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                     shall not be decreased) from time to time within the
                     Company's discretion. In addition, Employee shall be
                     eligible for an annual bonus in an amount at least equal to
                     25% of Employee's annual base salary in effect at the time
                     such bonus is determined, provided that revenue and
                     profitability goals for the Company meet the plan targets
                     mutually agreed upon by the Company and the Employee for
                     purposes of determining such annual bonus with the
                     opportunity of a maximum bonus in an amount not exceeding
                     50% of Employee's base salary in effect at the time such
                     bonus is determined, provided sales levels, mutually agree
                     upon by the Company and Employee for the year as to which
                     such bonus is being determined have been met by the
                     Company. The annual bonus for the calendar year 2000 will
                     be a guaranteed minimum bonus of Thirteen Thousand Five
                     Hundred and No/100 Dollars ($13,500.00). All such
                     compensation shall be subject to customary withholding
                     taxes and other employment taxes as required with respect
                     thereto. Employee shall also qualify for and be entitled to
                     obtain from the Company all rights and benefits for which
                     Employee may be eligible under any benefit plans offered by
                     the Company to its executives of comparable position and
                     responsibility, including, without limitation, life,
                     medical, health, and disability insurance, savings and
                     thrift plans, profit participation and stock option plans,
                     and other similar benefits which are provided for employees
                     generally.

              (b)    Contemporaneously with and in consideration of the
                     execution of this Agreement, the Company shall grant to
                     Employee options to purchase 45,000 shares of the Company's
                     common stock at the market price at the close of trading on
                     the exchange on which such stock is listed on the Effective
                     Date hereof. As to such options, Employee shall be
                     immediately vested in options to purchase at least 10,000
                     shares of the common stock of the Company and the remaining
                     options covering 35,000 shares of such common shall vest in
                     Employee incrementally over the 4 or 5-year period (as
                     provided in the Company's stock option plan) commencing on
                     the Effective Date; provided, however, that all options
                     which have not vested at the time of any merger or takeover
                     of the Company by an unrelated third party, or upon the
                     dissolution or bankruptcy of the Company shall immediately
                     vest in the Employee, subject, though, to the provisions of
                     Section 5 if Employee's employment with the Company has
                     been previously terminated by the Company. Subject to the
                     foregoing, such options shall be granted pursuant to and in
                     accordance with the Company's Stock Option Plan, a copy of
                     which is attached hereto as Exhibit "A", and made a part
                     hereof for all purposes.

              (c)    Contemporaneously with the execution of this Agreement by
                     Employee and Company and in consideration hereof, the
                     Company shall also pay the Employee a one-time signing
                     bonus in the amount of Fifteen Thousand and No/100 Dollars
                     ($15,000.00).

              (d)    Contemporaneously with and in consideration of this
                     Agreement, the Company shall also provide financial aid, up
                     to Seven Thousand Five Hundred and No/100 Dollars
                     ($7,500.00) per calendar year, to the Employee in order to
                     enable the Employee pursue a Master's Degree in Business
                     Administration (the "MBA"). Employee agrees to not pursue
                     the MBA prior to January 2001, and further agrees that the
                     courses of study in which Employee enrolls in connection
                     therewith will be conducted after the Company's normal
                     business hours. Said financial aid must be reimbursed in
                     full should Employee terminate his employment with the
                     Company for any reason prior to July 31, 2005.

                     Education expenses must be for an approved, accredited
                     degree program (Associates, Bachelors, Masters, or PhDs)
                     received at a regionally accredited college, university, or
                     junior college. Eligible expenses include the costs of
                     tuition, books, and related fees associated with an
                     approved degree program. Correspondence or video course
                     costs can also qualify, provided they are part of the
                     approved degree program and taken through an accredited
                     college or university. Costs for software, supplies and
                     other expenses are not eligible. Only courses with a final
                     grade equivalent of "C" or better for undergraduate
                     courses. Or "B" of better for graduate courses, are
                     eligible for reimbursement.

                     A request for reimbursement must be completed and submitted
                     to the president no later than 60 days after the successful
                     completion of each course. All required documentation
                     (including receipts and an official transcript for grade
                     report) must be provided along with your request.
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                      Reimbursement checks for non-taxable tuition
                      reimbursements will be sent directly to you from Lark. For
                      reimbursements that require taxes to be withheld
                      (currently reimbursements in excess of $5,250 in a
                      calendar year), payment will be processed through Lark's
                      payroll system instead and added to your payroll check
                      (minus tax withholdings)

         5.   Termination of Employment: Employee's employment and the Company's
              obligations under this Agreement may be terminated as follows:

              (a)    For good cause which, for the purposes of this Agreement,
                     shall mean:

                     (i)    the continued failure of Employee to perform
                            material duties assigned to Employee after a written
                            demand by the Company identifying the manner in
                            which it believes Employee has not performed his
                            duties and Employee's subsequent failure to cure the
                            identified problem within a reasonable time; or,

                     (ii)   A material breach of this Agreement by Employee; or,

                     (iii)  Employee's commission of a felony or fraud or
                            dishonesty against the Company or willful conduct
                            involving a third party which significantly impairs
                            the reputation of, or harms, the Company, its
                            subsidiaries or affiliates.

              (b)    For any other reason in the Company's sole discretion.


              (c)    For any reason in the Employee's sole discretion.

              Upon Employee's termination by the Company for any reason,
              Employee shall be entitled to continue such benefits for such
              periods of time as are customarily permitted by Company policy or
              by law to be continued by terminated Employees of the Company,
              such as insurance coverage. Further, in the event of a termination
              of Employee's employment pursuant to Subsection 5(b) above,
              Employee shall be entitled to continue to receive Employee's
              annual base salary in effect at the time of such termination for a
              period of twelve (12) months commencing on the date of Employee's
              termination. Additionally, if Employee is terminated by the
              Company pursuant to Subsection 5 (b) above within six (6) months
              prior to a change in ownership of the Company pursuant to a merger
              with an unrelated third party, or a sale of the majority of the
              common stock of the Company to an unrelated third party, or the
              dissolution or bankruptcy of the Company, then all options to
              acquire common stock of the Company shall vest in Employee
              effective as of the date of the Employee's termination of
              employment with the Company. If Employee is terminated by the
              Company under any circumstances within one (1) year after a merger
              with an unrelated third party, or a sale of the majority of the
              common stock of the Company to an unrelated third party, or the
              dissolution or bankruptcy of the Company, then the Employee shall
              be entitled to continue to receive Employee's annual base salary
              in effect at the time of such termination for a period of twelve
              (12) months commencing on the date of Employee's termination.

         6.   Confidential Information: The Company promises to provide Employee
              initial and ongoing Confidential Information (defined below),
              which Employee has not had access to or knowledge of before the
              execution of this Agreement. Employee agrees to keep confidential,
              except as the Company may consent in writing, and not to disclose,
              or make any use except for the benefit of the Company, at any time
              during or subsequent to the Employment Period, any trade secrets
              or confidential information, knowledge or data of the Company,
              including but not limited to that which relates to the Company or
              the Company's products, software, research, services, development,
              Inventions (as hereafter defined), processes, know-how, designs,
              formulas, test data, purchasing, accounting, customer lists,
              business plans, marketing plans and strategies, pricing strategies
              or other subject matter pertaining to any business of the Company
              or any of its clients, customers, consultants, licensees, or
              affiliates, that Employee may produce, obtain or otherwise acquire
              during the Employment Period (the "Confidential Information"),
              except as herein provided. Without limiting the generality of

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              the foregoing, Confidential Information shall include any
              materials or information stamped with the words "Confidential
              Information of Lark Technologies, Inc." Employee further agrees
              not to deliver, reproduce or in any way allow any Confidential
              Information to be delivered to or used by any third parties
              without specific direction or consent of a duly authorized
              representative of the Company.

         7.   Conflicting Employment; Return of Confidential Material: Employee
              agrees that, during the Employment Period, Employee will not
              engage in any other employment, occupation, consulting or other
              activity relating to the business in which the Company is now or
              may hereafter become engaged, or that would otherwise conflict
              with Employee's obligations to the Company. In the event of
              Employee's termination of employment with the Company for any
              reason whatsoever, Employee agrees promptly to surrender and
              deliver to the Company all records, materials, equipment,
              drawings, documents, and data of any nature pertaining to any
              Confidential Information or to his employment, and Employee will
              not take with him any description containing or pertaining to any
              Confidential Information that Employee may produce or obtain
              access to during the Employment Period.

         8.   Inventions: Employee hereby assigns to the Company all of the
              Employee's rights, title, and interest in and to all discoveries
              (the "Inventions"), whether or not patentable and whether or not
              reduced to practice, made or conceived by Employee (whether made
              solely by Employee or jointly with others) during the period of
              the Employment Period that (i) relate in any manner to the actual
              or demonstrably anticipated business, work, or research and
              development of the Company or its subsidiaries, (ii) are developed
              in whole or in part on the Company's time or using the Company's
              equipment, supplies, facilities and Confidential Information, or
              (iii) result from or are suggested by any task assigned to
              Employee or any work performed by Employee for or behalf of the
              Company or its subsidiaries.

         9.   Disclosure of Inventions: Patents: Employee agrees that in
              connection with any Invention:

              (a)    Employee shall promptly disclose such Invention in writing
                     to Employee's immediate supervisor at the Company in order
                     to permit the Company to claim rights to which it may be
                     entitled under this Agreement.

              (b)    Employee shall promptly notify the Company in writing, in
                     order to permit it to exercise its right hereunder, of the
                     occurrence of any of the following events in connection
                     with any Invention: (i) any application for, official
                     action in connection with or grant of any patent,
                     trademark, service mark, copyright or master work
                     registration; or (ii) any license, sale or other
                     disposition of any rights whatsoever to any Invention,
                     including without limitation any manufacturing distribution
                     or other rights. Any such license, sale or disposition in
                     contravention with this Agreement of effected without
                     written notice to the Company as provided hereunder shall
                     be void.

              (d)    Upon written request from the Company, Employee agrees to
                     assist the Company or its nominee (at the Company's
                     expense), during and at any time subsequent to the
                     Employment Period, in every reasonable way to obtain for
                     the Company's own benefit patents, copyrights, and other
                     intellectual property rights for such Inventions in any and
                     all countries, which Inventions shall be and remain the
                     sole and exclusive property of the Company or its nominee,
                     whether or not patented or copyrighted.

         10.  Non-Solicitation Agreement

              (a)    To protect the Company's Confidential Information, and in
                     the event of Employee's termination of employment for any
                     reason whatsoever, whether by Employee or the Company,
                     Employee covenants and agrees that Employee will not,
                     directly or indirectly, either individually or as a
                     principal partner, agent, employee, or as a director or
                     officer of any corporation or association, or in any other
                     manner or capacity whatsoever, except on behalf of the
                     Company, solicit business, or attempt to solicit business,
                     in products or services competitive with products or
                     services sold by the Company, from the Company's clients or
                     customers, or those individuals or entities with whom the
                     Company did business during


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                     Employee's employment, including, without limitation, the
                     Company's prospective or potential customers or clients.

              (b)    The prohibition set forth in paragraph 10(a) in this
                     Agreement shall be for a period of one (1) year after the
                     date of Employee's termination from employment.

         11.  Non-Competition Agreement: Employee agrees that in order to
              protect the Company's Confidential Information, it is necessary to
              enter into the following restrictive covenant, which is ancillary
              to the enforceable promises between the Company and Employee in
              this Agreement including, without limitation, the Company's
              promise to provide Employee with initial and ongoing Confidential
              Information and specialized training. Employee agrees that for the
              period Employee is employed with the Company, and for a period of
              one (1) year following the termination of Employee's employment,
              Employee will not without the prior written consent of the
              Company, engage or become interested in any capacity, directly or
              indirectly (whether as proprietor, stockholder, director, partner,
              employee, agent, independent contractor, consultant, trustee,
              beneficiary, or in any other capacity), in any business in the
              United States selling, providing or developing products or
              services competitive with products or services sold or maintained
              by the Company. Employee acknowledges that, due to the nature of
              the products and services marketed by the Company, the Company's
              geographic customer base is nation-wide and, accordingly, a
              restriction of the described activities within the United States
              is reasonable and necessary to protect the Company's goodwill and
              Confidential Information.

         12.  Non-Recruitment Agreement: Employee agrees that during Employee's
              employment, and for a period of one (1) year from the date of any
              termination of Employee's employment, Employee will not, either
              directly or indirectly, or by act in concert with others, seek to
              influence or influence any Company employee to leave the Company's
              employment.

         13.  If a court concludes that any time period or area specified in
              paragraphs 10, 11, or 12 in this Agreement is unenforceable, then
              the time period shall be reduced by such number of months or the
              area shall be reduced by the elimination of such portion thereof
              or both so that the restrictions may be enforced in the area and
              for the time to the fullest extent permitted by law. If Employee
              violates any of the restrictions contained in paragraphs 10, 11,
              or 12 in this Agreement, the restrictive period shall be suspended
              and will not run in favor of Employee from the time of the
              commencement of any such violation until the time when the
              Employee cures the violation to the Company's satisfaction.

         14.  Employee acknowledges that the restrictions contained in this
              Agreement, in view of the nature of the Company's business, are
              reasonable and necessary to protect the Company's legitimate
              business interests and that any violation of this Agreement would
              result in irreparable injury to the Company. In the event of a
              breach or a threatened breach by Employee of any provision in this
              Agreement, the Company shall be entitled to a temporary
              restraining order and injunctive relief restraining Employee from
              the commission of any breach, and to recover the Company's
              attorneys' fees, costs and expenses related to the breach or
              threatened breach. Nothing contained in this Agreement shall be
              construed as prohibiting the Company from pursuing any other
              remedies available to it for any breach or threatened breach,
              including, without limitation, the recovery of money damages.
              These covenants and disclosures shall each be construed as
              independent of any other provisions in this Agreement, and the
              existence of any claim or cause of action by Employee against the
              Company, whether predicated on this Agreement or otherwise, shall
              not constitute a defense to the enforcement by the Company of any
              portion of this Agreement.

         15.  Modification: No modification, amendment or waiver of any of the
              provisions of this Agreement shall be effective unless in writing
              and signed by the parties hereto.

         16.  Entire Agreement: This Agreement supersedes any and all prior
              employment and similar agreements, written and/or oral, between
              the Company and Employee, and Employee hereby waives and releases
              all rights and claims there under or with respect to thereto.


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         17.  Severability: In the event that any Section or provision of this
              Agreement shall be held to be illegal or unenforceable, such
              Section or provision shall be severed from this Agreement and the
              entire Agreement shall not fail on account thereof, but shall
              otherwise remain in full force and effect.

         18.  Assignments: This Agreement shall be freely assignable by the
              Company and shall inure to the benefit of, and be binding upon,
              the Company, it successors and assigns and/or any other corporate
              or other entity or person that shall succeed to the business
              presently being operated by the Company, but, being a contract for
              personal services, neither this Agreement nor any rights hereunder
              are assignable by Employee.

         19.  Governing Law. This Agreement shall be governed by and construed
              in accordance with the laws of the State of Texas, without
              reference to conflicts of law principles, and any action to
              enforce or interpret the terms hereof shall be brought in a court
              of competent jurisdiction in Harris County, Texas.

         20.  Waiver. No waiver, termination or discharge of this Agreement or
              any of its terms or provisions will be binding upon either party
              unless confirmed in writing. No waiver by either party of any term
              or provision of this Agreement or of any default under this
              Agreement will affect that party's subsequent right to enforce
              such term or provision or to exercise any right or remedy in the
              event of any other default, whether or not similar.

         21.  Notices.

              (a)    All notices, consents, requests and other communications
                     under this Agreement must be in writing and shall be sent
                     by hand delivery, by certified or registered mail
                     (return-receipt requested), by facsimile or by a recognized
                     national overnight courier service set forth below:

                     If to Company:  Lark Technologies, Inc.
                                     9441 West Sam Houston Parkway South,
                                     Suite 103
                                     Houston, Texas 77099

                                     Ph.:     (713) 779-3663
                                     Fax:     (713) 779-1661

                     If to Employee: Mr. Carl W. Balezentis
                                     54 Pipers Meadow Street
                                     The Woodlands, Texas 77382
                                     Ph.:     (281) 298-5573

              (b)    Notices delivered pursuant to this Agreement will be deemed
                     given at the time delivered, if personally delivered; upon
                     facsimile transmission provided the transmitting party
                     receives confirmation by its facsimile of the transmission
                     and receipt by the intended recipient of such notices by
                     5:00 o'clock p.m. (recipient's local time); three business
                     days after being deposited in the mail, if mailed; and one
                     business day after timely delivery to the courier, if by
                     overnight courier service.

              (c)    Either party may change the address to which notice is to
                     be sent by written notice to the other party in accordance
                     with this Section 12.

         22.  Headings. The titles, captions and headings contained in this
              Agreement are inserted by convenience of reference only and are
              not intended to be part of or to affect in any way the meaning or
              interpretation of this Agreement.

         23.  Counterparts. This Agreement may be executed in one or more
              counterparts, each of which will be deemed to be an original but
              all of which together will constitute one and the same instrument.


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         24.  Amendment. This Agreement may be amended or modified only by a
              written instrument signed by Employee and by a duly authorized
              officer of Company.

         25.  Construction. The parties hereto acknowledge and agree that they
              have each had the opportunity to be represented by legal counsel
              in connection with the negotiation and preparation of this
              Agreement and that the parties and their respective legal counsel
              have reviewed and revised this Agreement and that the normal rules
              of construction to the effect that any ambiguities are to be
              resolved against the drafting party shall not be employed in the
              interpretation of this Agreement or any exhibits or amendments
              hereto.

         26.  Attorneys' Fees. Should either party employ attorneys to enforce
              any of the provisions hereof, the party losing any final judgment
              agrees to pay the prevailing party all reasonable costs, charges
              and expenses, including reasonable attorneys' fees expended or
              incurred in connection therewith.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
         executed as of the day and year first above written.

                                    COMPANY:

                                       LARK TECHNOLOGIES, INC.

                                       By:       /s/ DOUGLAS B. WHEELER
                                          ------------------------------------
                                       Name:         Douglas B. Wheeler
                                            ----------------------------------
                                       Title:        President and COO
                                             ---------------------------------

                                    EMPLOYEE:

                                                  /s/ CARL W. BALEZENTIS
                                             ---------------------------------
                                                      Carl W. Balezentis