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                             CONTRACT OF APPOINTMENT

                                     between

                                    CIAO AG,
                               LEOPOLDSTRASSE 236
                                  80807 MUNCHEN

                      - hereinafter called the "Company" -

                                       and

                                      HERRN
                                  DANIEL KELLER
                                BLUMENSTRASSE 33e
                               85774 UNTERFOHRING

                      - hereinafter called the "Employee" -

                                    CLAUSE 1
                                   EMPLOYMENT

      The Employee is hereby appointed with effect from 01.05.2005 as

                         CHIEF TECHNOLOGY OFFICER (CTO)

      The Employee shall be responsible for development and implementation of
      the IT-strategy and shall be in charge of the IT-resources of the company.

1.    The Company shall reserve the right to allocate reasonable other work to
      the Employee in line with his previous training and abilities and to
      transfer him to another place of work or place of employment. If the
      Company makes use of this right it shall be under an obligation to
      continue paying his previous remuneration at the same level.

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2.    The place of service shall be Munich. The Employee hereby declares his
      willingness to undertake business travel, including relatively long
      periods of travel, for the purpose of meeting the requirements of his
      employment.

3.    The Employee shall be under an obligation during his employment to carry
      out the work allotted to him conscientiously and to the best of his
      ability, and also to take on other responsibilities than those envisaged
      for him. In addition to this he shall be under a further obligation to
      safeguard the Company's interests in every respect and to devote his
      working efforts exclusively to the Company.

                                    CLAUSE 2
                                  WORKING HOURS

1.    The regular working week shall amount to 40 hours (from Mondays to
      Fridays), excluding rest breaks. The beginning and end of working hours
      and the rules on rest breaks shall be based on company practice.

2.    The Employee shall be under an obligation if necessary to work beyond
      company working hours without additional remuneration to the extent that
      this is statutorily permissible.

                                    CLAUSE 3
                                     SALARY

1.    The Employee shall receive an annual salary as shown in sub-clause 2 in
      return for his contractual work.

2.    His basic gross annual salary shall amount to EUR 95.000 and shall be due
      for payment in twelve equal amounts on the last working day of each month.
      The Employee can additionally achieve a bonus payment of up to EUR 25.000
      gross at a goal realization of 100%. The basis for the bonus payment shall
      be the performance goals agreed between the parties in a separate bonus
      agreement.

3.    The employee shall receive an additional one-time Sign-on Bonus of EUR
      5.000 gross which is paid out together with the first month salary.

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4.    If the contract of employment begins of ends during the course of a
      calendar year, the remuneration shall be paid in proportion to time.

5.    Remuneration shall be paid without cash. The Employee shall set up a bank
      account within ten days of the start of the contract of employment and
      shall inform the Company of his account number.

6.    The Employee's basic salary shall be deemed sufficient remuneration for
      any overtime or extended hours work and any work on Sundays and public
      holidays.

                                    CLAUSE 4
                                   COMPANY CAR

1.    The employee is entitled to the use of a company car (comparable to BMW
      530).

2.    The conditions related to this use are separately laid down in a Company
      Car Agreement.

                                    CLAUSE 5
                                   WORK PAPERS

1.    The Employee shall submit the necessary documentation to the Company at
      the beginning of his employment, meaning in particular his Income Tax card
      and social-security insurance records. He shall supply all information
      that the Company needs to meet its contractual and statutory obligations
      as an employer, e.g. deducting taxes and social-security contributions.

2.    The Company shall treat this information as confidential. The Company or
      one affiliated to it shall register and process on computers the personal
      data that the Employee discloses. The Employee hereby declares that he is
      in agreement with his personal data being registered and processed on
      computers. It is hereby pointed out to the Employee that the Company is
      not allowed to store the personal data that he gives it on computers
      without his consent.

3.    If incorrect information has been included in the Employee's application
      papers or appointment questionnaire that represent essential component
      parts of the contract of employment, the Company shall be entitled to
      dispute the contract of employment or to terminate it without notice and
      may place the Employee under an obligation to pay damages.
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                                    CLAUSE 6
                              SECONDARY EMPLOYMENT

1.    The Employee shall not pursue any secondary employment during the lifetime
      of this contract of employment unless he has the Company's prior written
      consent.

2.    The Employee shall obtain the prior agreement of the Company before
      publishing or presenting any matter connected with his work for the
      Company.

3.    The Employee shall accept no gifts, commission payments, or other benefits
      from customers without clarifying the matter with Management and obtaining
      its consent in each individual case. The foregoing shall not apply to the
      hospitality customary in business such as invitations to business meals.

                                    CLAUSE 7
             OBLIGATION OF SECRECY / DATA PROTECTION / DOCUMENTATION

1.    The Employee shall be under an obligation to maintain silence over all
      company and confidential matters, meaning in particular company and
      business secrets, of which he becomes aware in the context of his
      employment. This obligation of secrecy shall also cover matters concerning
      other companies that are commercially associated with the Company and of
      whose internal affairs he obtains knowledge.

2.    The Employee shall be prohibited to register in computer files, record or
      otherwise retain, alter, or delete personal data protected by the Federal
      Data Protection Act without authorisation, or to use them for any other
      purpose than the fulfilment of lawful responsibilities, to make them known
      or accessible to third parties, or to use them in any other way.

3.    The Employee's obligation of secrecy shall survive the termination of this
      contract of employment.

4.    When the contractual relationship comes to an end the Employee shall
      return all objects that are the property of the Company, meaning in
      particular business papers or any copies, photocopies, and notes that may
      have been made as well as data-carriers and keys. The Employee shall not
      be entitled to any right of retention over these objects and documents.

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                                     - 5 -

5.    In the event of the violation of this secrecy obligation the Company shall
      be entitled to suspend the Employee immediately from exercising his paid
      employment and to terminate the contract of employment without notice. The
      Company shall reserve the right to claim damages for any loss sustained as
      a result of a violation of this secrecy obligation. In the event of such a
      violation the employer shall also initiate criminal proceedings on the
      grounds of a violation of contractual and statutory data protection
      regulations. The significance of this agreement and the need to adhere
      strictly to the regulations have been pointed out orally as well to the
      Employee.

                                    CLAUSE 8
                      RIGHTS TO THE USE OF WORKING RESULTS

      The Company shall be exclusively entitled, without any additional
      remuneration, to the results of work that the Employee achieves in
      carrying out or in connection with his employment obligations, unless the
      Employees' Inventions Act mandatorily dictates otherwise or the Employee
      is permitted to publish his work under his own name. The Company shall in
      particular receive the unrestricted and exclusive rights of use and
      commercialisation over working results of all kinds and for all known
      purposes, as well as authorisation to transfer these rights or to grant
      them to third parties in any other way.

                                    CLAUSE 9
                                INABILITY TO WORK

1.    The Employee shall notify the Company immediately of any instance of his
      being unable to work and of the expected duration of his incapacity. If so
      requested the Employee shall inform the Company of the reasons for his
      incapacity.

2.    If the Employee is ill for more than three calendar days he shall be under
      an obligation to submit to the Company a medical certificate on his
      incapacity. If his incapacity lasts for longer than is shown in this
      certificate, the Employee shall be under an obligation to submit a new
      medical certificate.

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                                    CLAUSE 10
                CONTINUATION OF PAYMENT OF SALARY DURING SICKNESS

      The Employee shall continue to receive his salary during sickness in
      accordance with the currently valid Continuation of Wage Payment Act.

                                    CLAUSE 11
                        REIMBURSEMENT OF TRAVEL EXPENSES

1.    The Employee shall reimburse the travel and other expenses that the
      Employee incurs during business travel, with the exception of the meal
      allowance, up to the maximum level that can be offset against tax, if they
      were necessitated by the purpose of the business travel. The foregoing
      shall be conditional upon the submission of a completed travel expense
      account.

2.    If the Employee uses his own car for business travel he will be reimbursed
      for each kilometre actually travelled at the maximum tax-free mileage
      allowance rate.

                                    CLAUSE 12
                          BAN ON ASSIGNMENT AND PLEDGES

1.    The Employee shall not assign or pledge his salary or any other accounts
      receivable under this contract of employment.

2.    In exceptional cases the Employee can pledge or assign his claims to
      remuneration to a third party if he has notified the Company in advance
      and in writing and has obtained its written consent.

3.    The Employee shall bear the costs incurred through any such attachment,
      pledge, or assignment.

4.    The Employee shall assign claims for damages to the Company if he has been
      injured by a third party and the Company has to continue paying his salary
      while he is incapacitated.

5.    The Employee hereby undertakes to provide the Company with all the
      necessary and available information required for asserting in court its
      claims for damages.

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                                   CLAUSE 13
                              RECREATIONAL HOLIDAY

      The Employee shall be granted paid recreational holiday of 25 working days
      per calendar year. He shall discuss and agree with his manager the
      specific timing of his holiday.

                                    CLAUSE 14
                        OBLIGATION TO PROVIDE INFORMATION

      The Employee shall inform the Company without delay about all relevant
      changes in his personal data, including in particular any changes to his
      home address, marital status, tax category, health fund, bank account,
      degree of handicap, and pension notification.

                                    CLAUSE 15
                    TERMINATION OF THE CONTRACT OF EMPLOYMENT

1.    The first six months of the employment relationship shall be regarded as a
      trial period, during which either party to the contract can terminate it
      at two weeks' notice without having to state any reasons.

2.    This contract of employment can be terminated by either side at the end of
      calendar month at three months' notice. If the period of notice that the
      Company has to observe is lengthened by statutory regulations, this
      prolongation shall also apply to the Employee.

3.    The foregoing shall not affect statutory regulations on the summary
      termination (without notice) of the contract of employment for a serious
      reason [as defined in German law].

4.    Notice of termination shall have no validity unless made in writing.

5.    The Company shall be entitled at any time, once notice of termination has
      been served, to release the Employee from service until the notice of
      termination takes effect if it continues to pay his contractual
      remuneration and at the same time requests the surrender without
      compensation of all objects handed over to the Employee. The same shall
      apply if the contract comes to an end by mutual agreement.

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                                    CLAUSE 16
                               BAN ON COMPETITION

1.    The Employee shall be prohibited, for the duration of this contract, to
      work for his own or for any other party's account, as an employee or
      self-employed, for any firm that is similar to the Company or competes
      directly against it. The Employee shall likewise not be permitted to set
      up, acquire, or take a direct or indirect equity holding in any such
      company during the lifetime of this contract. The exception to this shall
      be the acquisition of listed shares in competitive companies purely for
      capital investment purposes.

2.    The Employee shall be under an obligation, once his contract of employment
      has come to an end, not to induce or influence any employee or former
      employee of the Company to work in any way, shape, or form for him or for
      a firm in which he holds shares, or to terminate any existing contract of
      employment with the Company.

                                    CLAUSE 17
                               CONTRACTUAL PENALTY

      In the event of any violation of the ban on enticement as defined in
      Clause 16 sub-clause 2 or of the secrecy obligation defined in Clause 6 or
      the ban on competition defined in Clause 16 sub-clause 1, the Employee
      shall be under an obligation to pay a contractual penalty equal to the
      average monthly fixed salary he has received over the past twelve months
      before leaving the Company. The foregoing clause shall have no impact on
      any further claims the Company may raise.

                                    CLAUSE 18
                             STATUTE OF LIMITATIONS

      All claims resulting from this contract of employment shall be raised in
      writing by the contractual parties within a period of six months from
      their due-date, and in no case later than three months after the contract
      of employment came to an end.

      All claims not raised within this period of time shall fall irrevocably
      null and void. If any claim fails, the opposing party shall raise an
      action within a period of two months after receiving a written rejection,
      or otherwise this too will fall null and void.

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                                    CLAUSE 19
                      AMENDMENTS AND ADDITIONS TO CONTRACT

1.    No additions or amendments to this contract shall have any validity unless
      made in writing. This shall also apply to any waiver of the written form.
      No ancillary oral agreements exist.

2.    No formal amendment to this contract shall be required if the Employee's
      remuneration is later increased. The remuneration stated in the Company's
      communication shall supersede that stated in Clause 3 sub-clause 2.

3.    Should any individual provisions of this contract prove to be invalid,
      this shall not affect the validity of the remainder of the contract. Any
      invalid provisions shall be replaced by valid ones that come as close as
      possible to the commercial objectives that the contractual parties were
      pursuing with the valid ones.

                                    CLAUSE 20
                       PLACE OF EXECUTION AND JURISDICTION

      The place of execution and jurisdiction shall be Munich.

      The parties hereby declare that each has received one written, signed, and
      legally binding official copy of this contract.

Munich, March 4, 2005                         Munich, March 4, 2005

/s/ Maximilian Cartellieri                    /s/ Daniel Keller
-----------------------------------           -----------------------------
Ciao AG Chairman                              Daniel Keller
Maximilian Cartellieri