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                                  EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

     AGREEMENT, made and entered into as of the 31st day of January, 2000 by and
among SanVision Technology (SVT) Inc., a New Jersey company headquartered at 59
John Street, New York, N.Y. 10038 (together with its successors and assigns
permitted under this Agreement, the "Company"), and Amit Sarkar of 162 Baraud
Road, Scarsdale, N.Y. 10583 (the "Executive").

                              W I T N E S S E T H:

     WHEREAS, the Executive currently is the Vice Chairman and Chief Financial
Officer of the Company;

     WHEREAS, the Company desires to continue the employment of the Executive
and to enter into an employment agreement embodying the terms of such continued
employment (this "Agreement");

     WHEREAS, the Executive desires to enter into this Agreement and to accept
such employment, subject to the terms and provisions of this Agreement and
subject to the occurrence of the Closing (as such term is defined in the
Purchase Agreement).

     NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive (individually a
"Party" and together the "Parties") agree as follows:

     1. Definitions.

     "Base Salary" shall mean the Executive's base salary payable in accordance
with Section 4 below.

     "Board" shall mean the Board of Directors of the Company.

     "Cause" shall mean that the Board unanimously concludes, in good faith and
after conducting a reasonable investigation and providing the Executive a
reasonable opportunity to be heard, that: (i) the Executive has been convicted
of felony under the laws of the United States or any state or political
subdivision thereof; (ii) the members of the Board unanimously decide that the
Executive has engaged in conduct relating to the Company constituting material
breach of fiduciary duty; or the Executive failed, willfully or through gross
negligence, to follow a proper directive of the Board within the scope of
Executive's duties (which shall be capable of being performed by the Executive
with reasonable effort) after written notice from the Board specifying the
performance required and Executive's failure to perform within 30 days after
such notice.

     "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.

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     "Date of Termination" shall mean the effective date of the Executive's
termination of employment for any reason other than the non-renewal of the Term
of Employment.

     "Disability" or "Disabled" shall mean the failure of Executive due to
illness, injury, or physical or mental incapacity to carry out effectively
Executive's duties with respect to the Company for a period of six consecutive
months or nine months in any eighteen-month consecutive period.

     "Good Reason" shall mean (i) the failure of the Company to pay any Base
Salary, bonus payment or additional compensation or benefits hereunder in
accordance with this Agreement, as and when due, for any fiscal year during the
Term of Employment (ii) the assignment to Executive without Executive's prior
written consent of duties substantially inconsistent with his title, (iii) any
material adverse change in Executive's duties, responsibilities, perquisites or
title without Executive's prior written consent, or (iv) the relocation of
Executive's principal place of performance hereunder to a location more than 25
miles from its location immediately before the Effective Date.

     "Performance Bonus" shall mean the performance bonus, if any, payable in
accordance with Section 5 below.

     "Term of Employment" shall mean the period specified in Section 2 below.

     2.   Term of Employment.

     The Company hereby employs the Executive, and the Executive hereby accepts
such employment, for the period of six years from the date of this Agreement,
which will be automatically renewed annually thereafter unless cancelled in
writing 90 days prior to commencement of such renewal periods, subject however
to earlier termination of the Term of Employment by the Company or the Executive
in accordance with the terms of this Agreement.

     3.   Position, Duties and Responsibilities.

     On or about the Effective Date and continuing for the remainder of the Term
of Employment, the Executive shall be employed as the Chief Financial Officer,
or as another principal officer at a similar or higher rank, of the Company. The
Executive shall serve the Company and its affiliates faithfully, conscientiously
and to the best of the Executive's ability, shall promote the interests and
reputation of the Company and its affiliates and shall perform his duties
hereunder in accordance with the policies and procedures of the Company as in
effect from time to time. Executive shall be responsible for managing all
financial affairs of the Company. Unless prevented by sickness or Disability,
the Executive shall devote substantially all of the Executive's time, attention,
knowledge, energy and skills, during normal working hours, and at such other
times as the Executive's duties may reasonably require, to the duties of the
Executive's employment; provided, however, that this Agreement shall not be
interpreted as prohibiting the Executive from, in accordance with the policies
and procedures of the Company, managing his personal affairs, engaging in
charitable or civic activities or, and any regulatory or self-regulatory process
which may be required, serving as a director of any other corporation or
business entity not affiliated with or in competition with the Company or its
affiliates, so long as such activities do not interfere in any material respect
with the performance of the Executive's


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duties and responsibilities hereunder. The Executive, in carrying out his duties
under this Agreement, shall report to the Board.

     4. Base Salary.

     During the Term of Employment, the Executive shall be paid an annualized
Base Salary of not less than $250,000, payable in accordance with the regular
payroll practices of the Company as in effect from time to time.

     5.   Bonus Payments.

     During the Term of Employment, the Executive shall be entitled to a
performance bonus, the amount of which will be determined by the Chief Executive
Officer of the Company, consistent with the amounts applicable to similarly
situated senior executives of similar companies as determined by the marketplace
from time to time.

     The Executive will be entitled to a Performance Bonus for each fiscal year
during the Term of Employment, the amount of which will be determined by the
Chief Executive Officer, consistent with such payments applicable to similarly
situated senior executives of similar companies, as established by the
marketplace from time to time, but in no circumstance to be less than 50% of
such Performance or Minimum Bonus accrued to the Chief Executive Officer of the
Company.

     6.   Employee Benefit Programs.

     During the Term of Employment, the Executive shall be eligible to
participate in the various employee welfare and retirement benefit plans,
programs and/or arrangements applicable to similarly situated senior executives
of the Company, as applicable, subject to and in accordance with the terms and
conditions of such plans, programs and arrangements as in effect from time to
time.

     During the Term of Employment, the Executive shall be eligible to
participate in the equity compensation plans applicable to similarly situated
senior executives of the Company, as applicable, subject to and in accordance
with the terms and conditions of such plans as in effect from time to time.

     7.   Reimbursement of Business Expenses.

     During the Term of Employment, the Executive is authorized to incur
reasonable business expenses in carrying out his duties and responsibilities
under this Agreement, and the Company shall reimburse him for all such
reasonable business expenses reasonably incurred in connection with carrying out
the business of the Company, subject to and in accordance with the terms and
conditions of the policies applicable to similarly situated senior executives of
the Company, as applicable, regarding such expenses as in effect from time to
time.

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     8.   Perquisites.

     During the Term of Employment, the Executive shall be entitled to
participate in any fringe benefits plans, programs and/or arrangements
applicable to similarly situated senior executives of the Company, including but
not limited to all health and other insurance coverage and exclusive use of an
automobile leased by the Company (with monthly lease rental not to exceed
$1,000-) subject to and in accordance with the terms and conditions of such
arrangements as in effect from time to time.

     9.   Vacation.

     During the Term of Employment, the Executive shall be entitled to the
number of paid vacation days and floating holiday that is consistent with those
provided to similarly situated senior executives of the Company, as applicable,
and in no event less than 20 business days, subject to and in accordance with
the vacation and holiday policies of the Company as in effect from time to time.

     10.  Termination of Employment.

     (a) Termination of Employment Due to Death. In the event of the Executive's
death during the Term of Employment, the Term of Employment shall end as of the
date of the Executive's death and his estate and/or beneficiaries, as the case
may be, shall thereupon be entitled to the following:

          (1) Base Salary earned but not paid prior to the date of his death;

          (2) all Performance Bonuses, if any, under Section 5 with respect to
     any fiscal years prior to the year of his death which have not yet been
     paid;

          (3) a pro rata Performance Bonus under Section 5 for the fiscal year
     in which the Executive's death occurs;

          (4) any amounts earned, accrued or owing to the Executive but not yet
     paid under Section 6, 7, 8 or 9 above, subject to the terms and conditions
     of applicable benefit plans and programs; and

          (5) such other or additional benefits, if any as are provided under
     applicable plans, programs and/or arrangements of the Company.

     (b) Termination of Employment Due to Disability. If the Executive's
employment is terminated due to Disability during the Term of Employment, by the
Company or the Executive, the Term of Employment shall end as of the Date of
Termination and the Executive shall thereupon be entitled to the following (in
addition to the benefits due him under the then current disability program of
the Company):

          (1) Base Salary earned but not paid prior to the Date of Termination;

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          (2) all Minimum Bonuses and Performance Bonuses, if any, under Section
     5 with respect to any fiscal years prior to the year of his termination
     which have not yet been paid;

          (3) a pro rata Minimum Bonus under Section 5 for the fiscal year in
     which the Executive's disability occurs;

          (4) any amounts earned, accrued or owing to the Executive but not yet
     paid under Section 6, 7, 8 or 9 above, subject to the terms and conditions
     of applicable benefit plans and programs; and

          (5) such other or additional benefits, if any, as are provided under
     applicable plans, programs and/or arrangements of the Company.

     In no event shall a termination of the Executive's employment for
Disability occur unless the Party terminating his employment gives written
notice to the other Parties in accordance with Section 22 below.

     (c) Termination of Employment by the Company for Cause. The Company may
terminate the Executive's employment for Cause during the Term of Employment
upon written notice to the Executive. If the Executive's employment is so
terminated by the Company, the Term of Employment shall end as of the Date of
Termination and the Executive shall thereupon be entitled to the following:

          (1) Base Salary earned but not paid prior to the Date of Termination;

          (2) Any amounts earned, accrued or owing to the Executive but not yet
     paid under Section 6, 7 or 9 above, subject to the terms and conditions of
     applicable benefit plans and programs; and

          (3) such other or additional benefits, if any, as are provided under
     applicable plans, programs and/or arrangements of the Company.

     (d) Termination of Employment by the Company Without Cause. The Company may
terminate the Executive's employment without Cause during the Term of Employment
upon written notice to the Executive. If the Executive's employment is so
terminated by the Company, other than due to death or Disability, the Executive
shall thereupon be entitled to the following:

          (1) Base Salary for the remaining period through the end of the Term
     of Employment paid in a lump sum;

          (2) all Performance Bonuses that had accrued or would have accrued to
     the Executive in any of the past years as well as the year of such
     termination, payable in a lump sum.

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          (3) any amounts earned, accrued or owing to the Executive but not yet
     paid under Section 6, 7, 8 or 9 above, subject to the terms and conditions
     of applicable benefit plans and programs; and

          (4) continued participation, as if he were still an employee, in the
     medical, dental, hospitalization and life insurance plans, programs and/or
     arrangements and in the other employee benefit and perquisite plans,
     programs and/or arrangements of the Company in which he was participating
     on the Date of Termination until the end of the 12-month period following
     the Date of Termination.

          provided, however, that:

          (X)  if the Executive is (i) precluded from continuing his
               participation in any employee benefit or perquisite plan, program
               or arrangement as provided in this Section 10(d)(v) because he is
               not an employee of the Company, and (ii) not receiving equivalent
               coverage and benefits through a subsequent employer, he shall be
               provided with the after-tax economic equivalent of the benefits
               provided under the plan, program or arrangement in which he is
               unable to participate for the period specified in this Section
               10(d)(4);

          (Y)  the economic equivalent of any benefit foregone shall be deemed
               to be the lowest cost that would be incurred by the Executive in
               obtaining such benefit himself on an individual basis; and

          (Z)  payment of such after-tax economic equivalent shall be made
               quarterly in advance; and

               such other or additional benefits, if any, as are provided under
               applicable plans, programs and/or arrangements of the Company.

     (e) Termination of Employment by the Executive for Good Reason. The
Executive may terminate his employment for Good Reason at any time during the
Term of Employment, upon at least 30 days prior written notice to the Company
which identifies the basis for such Good Reason. For the purpose of establishing
the basis of Good Reason for any past event during the Term of Employment, even
if no issue was raised by the Executive within a reasonable time after such an
occurrence, it will not be deemed to have been accepted by Executive, and will
be considered a valid Good Reason if supported by facts and circumstances. The
Executive's employment shall terminate upon the date specified in his notice of
termination. If the Company disputes the existence of Good Reason, the issue of
whether Good Reason exists shall promptly be submitted to arbitration in
accordance with Section 21. If the arbitrator or arbitrators conclude that Good
Reason does not exist, the Executive shall be treated as having terminated his
employment hereunder without Good Reason on the date specified in his notice of

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termination. Upon the termination of the Executive's employment by the Executive
for Good Reason, the Executive shall be entitled to the same payments and
benefits as provided in Section 10(d) above; provided, however, that if the
Executive terminates his employment for Good Reason based on a reduction in his
Base Salary , then the Base Salary to be used in determining the salary
continuation payments in accordance with Section 10(d)(3) above shall be the
Base Salary in effect immediately prior to such reduction.

     (f) Voluntary Termination of Employment by the Executive Without Good
Reason. If the Executive voluntarily terminates his employment without Good
Reason during the Term of Employment, other than a termination of employment due
to death or Disability, the Executive shall thereupon be entitled to the same
payments and benefits as provided in Section 10(c) above. A termination of the
Executive's employment under this Section 10(f) shall be effective upon 30 days
prior written notice to the Company and shall not be deemed a breach of this
Agreement.

     (g) Expiration of Term of Employment. If the Term of Employment expires in
accordance with Section 2 above, the Executive shall thereupon be entitled to
the same payments and benefits as provided in Section 10(c) above.

     (h) General Release by Executive. Notwithstanding any provision of this
Agreement to the contrary, the Executive acknowledges and agrees that the
obligation of the Company to pay any compensation and benefits under this
Section 10 is expressly conditioned upon the Executive's timely execution of and
agreement to be bound by a general release of any and all claims (other than
claims for compensation and benefits payable under this Section 10 and claims
under the Purchase Agreement) arising out of or relating to the Executive's
employment and termination of employment. Such general release shall be made in
a form satisfactory to the Company in substantially the form attached hereto and
shall run to the Company, their respective affiliates, and their respective
officers, directors, employees, agents, successors and assigns.

     11.  Confidentiality.

     Except as required by law or as ordered by any regulatory authority, the
Executive will not, whether during or after the termination or cessation of his
employment hereunder, reveal to any person, association or company any of the
trade secrets or confidential information concerning the organization, business,
or finances of the Company so far as they have come or may come to his
knowledge, except as may be required in the ordinary course of performing his
duties as an employee of the Company or except as may be in the public domain
through no fault of the Executive or as required to be disclosed by law or court
order, and the Executive shall keep secret all matters entrusted to him and
shall not use or attempt to use any such information in any manner which may
injure or cause loss or may be calculated to injure or cause loss whether
directly or indirectly to the Company.

     The Executive acknowledges and agrees that during his employment hereunder
he shall not make, use, or permit to be used any notes, memoranda, drawings,
specifications, programs, data, or other materials of any nature relating to any
matter within the scope of the business of the Company or concerning any of its
dealings or affairs otherwise than for the


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benefit of the Company. The Executive further acknowledges and agrees that he
shall not, after the termination of his employment hereunder, use or permit to
be used any such notes, memoranda, drawings, specifications, programs, data, or
other materials, it being agreed that any of the foregoing shall be and remain
the sole and exclusive property of the Company and that immediately upon the
termination or cessation of his employment he shall deliver all of the
foregoing, and all copies thereof, to the Company, at its main office.

     12.  Prohibited Activity.

     The Executive covenants and agrees that during the Term of Employment, he
shall not at any time, without the prior written consent of the Company,
directly or indirectly, whether for his own account or as a shareholder (other
than as permitted by Section 12(c) below), partner, joint venturer, employee,
consultant, lender, advisor, and/or agent, of any person, firm, corporation, or
other entity:

     (a) engage in activities or businesses that are substantially in
competition with the Company or any of its affiliates (in each case for the
purposes of this Section 12, the term "Company" shall be deemed to include any
successor entity to the Company) ("Competitive Activities"), except that if any
activities or businesses were not engaged in by the Company during the period of
time that the Executive was employed by the Company and are not engaged in by
the Company at the time the Executive's employment by the Company is terminated
(collectively "Permitted Activities"), the Executive may engage in any Permitted
Activities notwithstanding anything contained in this Agreement, (B) soliciting
any customer or prospective customer of the Company or any of its affiliates to
purchase any goods or services of the type provided by the Company or any of
such affiliates, as applicable, from anyone other than the Company or any of
such affiliates, as applicable, and (C) assisting any person or entity in any
way to do, or attempt to do, anything prohibited by clause (A) or (B) above;

     (b) perform any action, activity or course of conduct that is substantially
detrimental to the business of the Company or any of its affiliates (other than
engaging in Permitted Activities) or business reputation of the Company or any
of its affiliates; or

     (c) establish any new business that engages in Competitive Activities.

     The Executive also covenants and agrees that during the Term of Employment
and during the period ending on the first anniversary of the date of the
termination of his employment, he shall not at any time, without the prior
written consent of the Company, directly or indirectly, whether for his own
account or as a shareholder (other than as permitted by Section 12(c) below),
partner, joint venturer, employee, consultant, lender, advisor, and/or agent, of
any person, firm, corporation, or other entity, solicit, recruit or hire any
persons who are then (or who were during the immediately preceding three months)
employees of the Company or any of its affiliates, or solicit or encourage any
employee of the Company or any of its affiliates to leave the employment of the
Company or any of such affiliates, as applicable.

     Notwithstanding anything to the contrary contained in this Section 12, the
Company hereby agrees that the foregoing covenant shall not be deemed breached
by the Executive as a result of the ownership by such Executive of less than an
aggregate of 5% of any


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class of stock of a corporation engaged, directly or indirectly, in Competitive
Activities; provided that such stock is listed on a national securities exchange
or is quoted on the NASDAQ National Market System.

     The Executive declares that the foregoing time limitations are reasonable
and properly required for the adequate protection of the business and the
goodwill of the Company. In the event any such time limitation is deemed to be
unreasonable by any court of competent jurisdiction, the Executive agrees to the
reduction of such time limitation to such period which such court shall deem
reasonable.

     The Parties acknowledge that in the event of a breach or threatened breach
of Section 12(a) or 12(b) above, the Company shall not have an adequate remedy
at law. Accordingly, in the event of any breach or threatened breach of Section
12(a) or 12(b) above, the Company shall be entitled to such equitable and
injunctive relief as may be available to restrain the Executive and any
business, firm, partnership, individual, corporation or entity participating in
the breach or threatened breach from the violation of the provisions of Section
12(a) or 12 (b) above. Nothing in this Agreement shall be construed as
prohibiting the Company from pursuing any other remedies available at law or in
equity for breach or threatened breach of Section 12(a) or 12(b) above,
including the recovery of damages.

     13.  Assignability; Binding Nature.

     This Agreement shall be binding upon and inure to the benefit of the
Parties and their respective successors, heirs (in the case of the Executive)
and assigns. The rights or obligations of the Company under this Agreement may
not otherwise be assigned or transferred by the Company, except that such rights
or obligations may be assigned or transferred pursuant to a merger,
consolidation or reorganization in which the Company is not the continuing
entity, or the sale or liquidation of all or substantially all of the assets of
the Company; provided, however, that the assignee or transferee is the successor
to all or substantially all of the assets of the Company, and such assignee or
transferee assumes the liabilities, obligations and duties of the Company as
contained in this Agreement, either contractually or as a matter of law.

     14.  Representation.

     The Company represents and warrants that it is fully authorized and
empowered to enter into this Agreement and that the performance of its
obligations under this Agreement will not violate any agreement between it and
any other person, firm or organization. The Executive represents and warrants
that no agreement exists between him and any other person, firm or organization
that would be violated by the performance of his obligations under this
Agreement.

     15.  Entire Agreement.

     This Agreement contains the entire understanding and agreement between the
Parties concerning the subject matter hereof and, subject to the occurrence of
the Effective Date, supersedes all prior agreements, understandings,
discussions, negotiations and undertakings, whether written or oral, between the
Parties with respect thereto.

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     16.  Amendment or Waiver.

     No provision in this Agreement may be amended unless such amendment is
agreed to in writing and signed by the Executive and an officer of the Company
specifically authorized to execute such amendment by the Board. No waiver by any
Party of any breach by another Party of any condition or provision contained in
this Agreement to be performed by such other Party shall be deemed a waiver of a
similar or dissimilar condition or provision at the same or any prior or
subsequent time. Any waiver must be in writing and signed by the Executive and
an officer of the Company specifically authorized to execute such waiver by the
Board.

     17.  Severability.

     In the event that any provision or portion of this Agreement shall be
determined to be invalid or unenforceable for any reason, in whole or in part,
the remaining provisions of this Agreement shall be unaffected thereby and shall
remain in full force and effect to the fullest extent permitted by law.

     18.  Survivorship.

     The respective rights and obligations of the Parties hereunder shall
survive any termination of the Executive's employment to the extent necessary to
the intended preservation of such rights and obligations.

     19.  Beneficiaries/References.

     The Executive shall be entitled, to the extent permitted under any
applicable law and under the terms of any applicable plan or program, to select
and change a beneficiary or beneficiaries to receive any compensation or benefit
payable hereunder following the Executive's death by giving the Company written
notice thereof. In the event of the Executive's death or a judicial
determination of his incompetence, reference in this Agreement to the Executive
shall be deemed, where appropriate, to refer to his beneficiary, estate or other
legal representative.

     20.  Governing Law/Jurisdiction.

     This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of New York without reference to
principles of conflict of laws.

     21.  Resolution of Disputes.

     Any disputes arising under or in connection with this Agreement shall be
resolved by binding arbitration, to be held in [New York, New York] in
accordance with the rules and procedures of the American Arbitration Association
(the "AAA"). The Company and the Executive will each select an arbitrator, and a
third arbitrator will be selected jointly by the arbitrators selected by the
Company and the Executive within 15 days after demand for arbitration is made by
a Party. If the arbitrators selected by the Company and the Executive are unable
to agree on a third arbitrator within that period, then either the Company or
the Executive may request that the AAA select the third arbitrator. The
arbitrators will possess substantive legal experience in the principle issues in
dispute and will be independent of the Company and


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the Executive. Except as otherwise provided in Section 26, each Party shall bear
its own expenses incurred in connection with arbitration and the fees and
expenses of the arbitrators shall be shared equally by the Company, on the one
hand, and the Executive, on the other hand, and advanced by them from time to
time as required. Except as may otherwise be agreed in writing by the Parties or
as ordered by the arbitrators upon substantial justification shown, the hearing
for the dispute will be held within 60 days of submission of the dispute to
arbitration. The arbitrators will render their final award within 30 days
following conclusion of the hearing and any required post-hearing briefing or
other proceedings ordered by the arbitrators. The arbitrators will state the
factual and legal basis for the award. The decision of the arbitrators will be
final and binding and not subject to judicial review and final judgment may be
entered upon such an award in any court of competent jurisdiction, but entry of
such judgment will not be required to make such award effective.

     22.  Notices.

     If to the Company: Attn. Mr. Sanjay Sethi, SVT Inc., 59 John Street, New
York, N.Y. 10583

     If to the Executive: Attn. Mr. Amit Sarkar, 162 Baraud Road, Scarsdale,
N.Y. 10583

     23.  Confidentiality of Terms.

     The Company shall cause its officers, directors, employees,
representatives, agents and affiliates, and the Executive shall cause his
representatives, agents and affiliates, to keep confidential the existence and
terms of this Agreement, except as required by applicable law, regulation or
legal process, and only after adequate notice is given to the non-disclosing
party so that it may seek an appropriate remedy or waive compliance with the
terms of this Section 23.

     24.  Headings.

     The headings of the sections contained in this Agreement are for
convenience only and shall not be deemed to control or affect the meaning or
construction of any provision of this Agreement.

     25.  Gross-up Payment.

     If in the opinion of tax counsel (from a major accounting firm not
affiliated with the Company) selected by the Executive and reasonably acceptable
to the Company, the Executive has or will receive any compensation or recognize
any income (whether or not pursuant to this Agreement or any plan or other
arrangement of the Company and whether or not the Employment Period or the
Executive's employment with the Company has terminated) which will constitute an
"excess parachute payment" within the meaning of Section 280G(b)(1) of the
Internal Revenue Code (the "Code") (or for which a tax is otherwise payable
under Section 4999 of the Code or any successor provision thereto), then the
Company shall pay the Executive an additional amount (the "Additional Amount")
equal to the sum of (i) all taxes (including any applicable interest and
penalties) payable by the Executive under Section 4999 of the Code with


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respect to all such excess parachute payments and any such Additional Amount,
plus (ii) all federal, state and local income taxes (including any applicable
interest and penalties) payable by Executive with respect to any such Additional
Amount. Any amounts payable pursuant to this paragraph (v) shall be paid by the
Company to the Executive within 30 days of each written request therefor made by
the Executive.

     26.  Legal Fees.

     The Company shall be obligated to reimburse the Executive for any
reasonable legal fees incurred by Executive in connection with any action or
proceeding to enforce or contest this Agreement or his employment rights,
regardless of which party institutes the action or proceeding, provided that
Executive prevails in a majority of the material issues in dispute.

     27.  Mitigation.

     Executive shall not be required to mitigate the amount of any payment
provided for pursuant to this Agreement by seeking other employment, and shall
not be required to mitigate the amount of any such payment if he does obtain
other employment.

     28.  Counterparts.

     This Agreement may be executed in two or more counterparts.



         For And On Behalf Of The Company             Agreed And Accepted





             /s/ Sanjay Sethi                         /s/ Amit Sarkar
             ---------------------------------        ----------------
             (Sanjay Sethi)                             (Amit Sarkar)
             Chief Executive Officer




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