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                                                                    Exhibit 10.1

                              [LOGO APPEARS HERE]

April 22, 1999

Mr. Wallace E. Smith


Dear Wally,

I am please to provide you with the terms and conditions of your anticipated
employment by Number Nine Visual Technology Corporation (the "Company").

Position Your initial position will be President and Chief Executive Officer. In
addition to performing duties and responsibilities associated with this
position, you will be expected to perform such other duties and responsibilities
that may be assigned to you by the Company from time to time. As a full-time
employee of the Company, you shall devote your full business time and energies
to the business and the affairs of the Company.

Starting Date/Nature of Relationship  Your employment with the Company shall
commence on or before May 10, 1999. If this date is not appropriate, please let
me know as soon as possible. No provision of this letter shall be construed to
create an express or implied employment contract for a specific period of time.
Either you or the Company may terminate the employment relationship at any time
for any reason.

Salary/Rate of Pay  Your initial salary will be $8333.33 per pay period, paid
twice a month annualized at $200,000.

Incentive Bonus  As discussed, your incentive bonus will be $50,000, paid out
under the following schedule: (a) $15,000 when 1999 milestone completed (b)
$35,000 minimum paid when the change of control of the Company is achieved. The
incentive bonus assigned to the sale of the Company will be calculated as
follows:

     (1)  Over $65 million - .05% for the CEO, .05% for all others on the
          management team (at $65 million it equates to $32,500 per person, at
          $85 million it equates to $42,500 per person)
     (2)  $85 - $100 million - 10% for the CEO and COB (at $100 million equates
          to $57,500 per person)
          .05% for all others on the management team (at $100 million equates to
          $50,000 per person)
     (3)  $100 + million - .15% for the CEO and COB (at $125 million equates to
          $95,000 per person)
          .075% for all others on the management team (at $125 million equates
          to $68,750 per person)

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W. Smith Offer
page two

Stock Options  On the commencement of your employment, the Company will grant
you an option to purchase 300,000 shares of common stock at a purchase price
equal to the fair market value calculated on the date of the execution of your
employment agreement. The options will vest over four years with 25% vesting at
the end of each full year of employment with the Company and will be subject to
the terms of the Company's standard option agreement. Should there be a sale of
all or substantially all of the outstanding capital stock or assets of the
Company, or a merger or other transaction involving a transfer of all or
substantially all of the beneficial ownership of the Company prior to the
vesting of these options, then all of these unvested options will vest.

Benefits  Upon your first day of employment, you will be eligible to
participate in the Company health, dental, and vision program which will be
provided subject to the terms and conditions of that coverage. After the first
90 days of employment with the Company, you will be eligible to receive such
benefits as are generally provided to other employees in accordance with Company
policy as in effect from time to time. (e.g:401K). The Company retains the right
to change, add or cease any particular benefit.

Confidentiality  The Company considers the protection of its confidential
information and proprietary materials to be very important. Therefore, as a
condition of your employment, you and the Company will become parties to a
confidentiality agreement substantially in the form in the form of Attachment A
of this letter ("Confidentiality Agreement")

Severance  Should Number Nine terminate you for reasons other than for cause
we will continue to pay you at your then current rate of pay and medical and
dental benefits for a period of 6 (six) months from the official date of
termination.

General  This letter, together with the Confidentiality Agreement, will
constitute our entire agreement as to your employment by the Company and will
supersede any prior agreements or understandings, either in writing or oral.
This agreement is contingent on the successful completion of references. This
letter shall be governed by the laws of the Commonwealth of Massachusetts.

You may accept this offer of employment and the terms and conditions thereof by
signing the enclosed additional copy of this letter and the Confidentiality
Agreement, which execution will evidence your agreement with the terms and
conditions set forth herein and therein, and returning them to the Company.
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W. Smith Offer
page three

This offer will expire April 27, 1999, unless accepted by you prior to such
date.

Sincerely,
NUMBER NINE VISUAL TECHNOLOGY CORPORATION

/s/ Lawrence W. Murphy
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Lawrence W. Murphy
VP Human Resources (acting)

Accepted and Agreed:

/s/ Wallace E. Smith                         Date: 4/25/99
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Wallace E. Smith