EXHIBIT 10.20


                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT made to have effect the 26th day of March, 2001.

BETWEEN:

          MDSI MOBILE DATA SOLUTIONS INC., a corporation duly incorporated under
          the federal laws of Canada and having its offices at 10271 Shellbridge
          Way, Richmond, B.C. V6X 2W8

          (the "Company")

AND:

          ERIK DYSTHE, a resident of British Columbia, having an address at #802
          - 1383 Marinaside Crescent, Vancouver, B.C. V6Z 2W9

          (the "Executive")


     WHEREAS the Company  wishes to employ the  Executive  and the  Executive is
willing to accept such  employment  upon the terms and  conditions  set forth in
this Agreement;

     NOW THEREFORE in consideration of the premises and the mutual covenants and
agreements  herein set forth the parties hereto  mutually  covenant and agree as
follows:

1.   EMPLOYMENT

1.1  The Company hereby employs the Executive to be the Chief Executive  Officer
of the Company and the Executive hereby accepts such  employment.  The Executive
shall  report to the Board of  Directors  of the Company  and shall  perform all
duties  and have all  authority  incident  to the  position  of Chief  Executive
Officer of the Company and such additional duties as he may from time to time be
reasonably  required to perform,  and such  additional  authority as he may from
time to time be given, by the Board of Directors.

1.2  Without  limiting  or  restricting  in any  manner  the  generality  of the
foregoing,  the work and services to be performed by the Executive  will include
the following responsibilities and authority:

     (i)  Develop  the vision,  strategies  and tactics to achieve the goals and
          objectives as determined by the Board of Directors,

     (ii) Manage, build and develop the management into a world class management
          team capable of achieving the Company's potential;

     (iii)Assuming  responsibility  for  developing  and achieving the Company's
          vision, strategies, goals and programs; and

     (iv) Assuming  responsibility  for the operations of the Company  including
          its operating performance on a quarter by quarter basis.


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                                      -2-


     (v)  Identify opportunities for strategic partnering, mergers, acquisitions
          and  dispositions  and  negotiate  conditions of such  initiatives  on
          behalf of the  Company  so as to  maximize  profitability  and  future
          potential.

1.3  The Executive  shall  perform his duties out of the Richmond  office of the
Company  or out of such  other  office in the  lower  mainland  area of  British
Columbia  which the Company shall  establish and designate as its Vancouver head
office. The Executive's duties will involve extensive domestic and international
travel.

2.   EXCLUSIVE SERVICE

     Except as expressly  provided the Executive  shall,  during his  employment
with the  Company,  devote  his  entire  attention  on a full time  basis to the
business of the Company.  Provided he obtains the prior written  approval of the
Board of Directors the Executive  may,  during his  employment  with the Company
undertake  work as a  director  or  consultant  to any  other  company,  firm or
individual that is not in competition with the Company. At this time the Company
acknowledges the Executive has obligations as a Director of Avcan Global Systems
Inc.,  Mercantile Bank Corp and Advanced Book Exchange,  Inc. (doing business as
abebooks.com).

3.   SALARY AND BONUSES

3.1  The Company shall pay the  Executive an annual base salary ("Base  Salary")
of Canadian  $250,000  gross payable  bi-monthly.  The Company will  undertake a
review of the  Executive's  compensation  every  three years or sooner if deemed
necessary by the compensation committee of the Board of Directors.

3.2  The Company shall pay the Executive the following incentive bonuses:

     (i)  a primary bonus (the "Target  Incentive")  of up to 40% of Base Salary
          to be paid upon the Company achieving quarterly revenue,  earnings per
          share and corporate targets  established by the Board of Directors and
          communicated  to the external  market.  This bonus shall be earned and
          paid in  accordance  with the  details  of the Target  Incentive  Plan
          attached as Schedule  "B" to this  Agreement,  provided  however  that
          notwithstanding  that the Target  Incentive may not be fully  achieved
          for the fiscal year ending  December 31, 2001,  one-half of the Target
          Incentive shall be  automatically  paid to the Executive at the end of
          such fiscal year; and

     (ii) a secondary bonus (the  "Performance  Incentive") of up to 40% of Base
          Salary  to be paid upon the  Company  achieving  internal  performance
          targets  established  by the Board of  Directors.  This bonus shall be
          earned and paid in  accordance  with the  details  of the  Performance
          Incentive Plan attached as Schedule "C" to this Agreement.

3.3  All  payment  of salary  or bonus  shall be  subject  to  deduction  of all
applicable  Federal and Provincial income tax,  unemployment  insurance,  Canada
Pension deductions


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                                      -3-


and other deductions required at law or made pursuant to this Agreement.

4.   EXPENSES

4.1  The  Company  shall  provide  to  the  Executive  the  following  expenses,
equipment and allowances:

     (i)  reimbursement  for all reasonable and necessary  expenses  incurred by
          the  Executive  in the  conduct  of the  business  of the  Company  in
          accordance with travel and expense policies established by the Company
          from time to time; and

     (ii) appropriate  hardware/software,  including  cell phone,  pager,  and a
          portable  computer  selected by the Company to permit the Executive to
          operate  effectively  while  away  from  the  office  or at  home  and
          associated costs.

5.   STOCK OPTIONS

5.1  The  Executive  shall be  entitled to  participate  in the  Employee  Stock
Purchase  Plan as  established  by the Company and amended  from time to time. A
copy of that  Plan has been  supplied  to the  Executive  who  acknowledges  its
receipt.

5.2  Stock  options  which have vested may be  exercised  at any time up to five
years from the date of grant.  Those stock  options which have not vested by the
date of termination of the Executive's  employment with the Company shall expire
automatically   as  of  that  date.  Upon   termination  of  his  employment  by
resignation, the Executive shall have a period of six months (6) months in which
to exercise  vested share  purchase  options,  failing which those options shall
expire automatically.

6.   VACATION

6.1  The Executive shall be entitled to four (4) weeks vacation per year.

7.   BENEFITS

7.1  The Executive  shall receive those  benefits  (including  medical,  dental,
extended health  insurance,  short and long term disability,  life insurance and
family assistance) which are provided to Canadian based employees in the Company
Employee  Benefit  Program  (the  "Program")  in  effect  upon  the  Executive's
employment date as that Program may be modified from time to time. A copy of the
Program has been supplied to the Executive who acknowledges its receipt.

8.   SICK LEAVE

8.1  If the  Executive  shall,  at any time,  by reason of  illness or mental or
physical  disability,  be  incapacitated  from  carrying  out the  terms of this
Agreement,  he shall furnish the Directors of the Company with medical  evidence
to prove such  incapacity  and the cause  thereof,  and shall  receive  his full
salary for a period of 180 days or until long term disability  begins  whichever
period is shorter.

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                                      -4-


9.   CONFIDENTIAL INFORMATION

9.1  The Executive  acknowledges that as Chief Executive Officer of the Company,
he holds a fiduciary  position and owes to the Company a duty of utmost  loyalty
and good faith.  The Executive  agrees to serve the Company well and  faithfully
and to the best of his  ability,  and to use his best  efforts  to  promote  its
interests.

9.2  The  Executive  acknowledges  that in the  exercise  of his duties with the
Company  he will  develop  and  receive  information  which  is  proprietary  or
confidential  to the  Company,  which  information  may include but shall not be
limited to:  intellectual  property;  know-how;  trade  secrets  and  processes;
product specifications;  methods of doing business;  information with respect to
the Company's organization;  information with respect to the Company's financial
affairs and business plans;  information  with respect to the Company's  pricing
policies;  sales and marketing  plans;  information with respect to the identity
and special needs of the Company's customers (the "Confidential Information").

9.3  The  Executive   agrees  that  he  shall  not  disclose  the   Confidential
Information  (either during the  continuance of his employment  hereunder or any
time  thereafter) to any persons other than the Directors of the Company,  or as
required  in the normal  course of business  and shall not use the  Confidential
Information  (either during the  continuance of his employment  hereunder or any
time  thereafter) for his own purposes,  or any purposes other than those of the
Company.  The  Executive  further  agrees  in  consideration  for his  continued
employment  by  the  Company  to  execute  such  further  and  other  agreements
concerning the secrecy of the affairs of the Company or any companies with which
the Company is  affiliated  or  associated as the Directors of the Company shall
reasonably request.

9.4  Information  shall  not be  considered  as  confidential  if at the time of
disclosure  by the  Executive  it is  generally  known  to the  public  or after
disclosure by the Executive it becomes known to the public  through no violation
of this  Agreement or is disclosed to the  Executive by a third party that it is
not under an obligation to maintain the confidentiality of the information.

10.  NON COMPETITION

10.1 The Executive agrees that the Company has a legitimate interest in ensuring
that Confidential  Information will neither be used by the Company's competition
nor by the  Executive for a purpose other than the execution of his functions as
an  employee  of  the  Company.   Therefore,   the  Company  and  the  Executive
specifically agree:

     (i)  that during the term of his employment,  under no  circumstances  will
          the Executive  compete with the Company either on his own behalf or on
          behalf of or as an employee of a third party;

     (ii) for a  period  of two  (2)  years  following  the  termination  of his
          employment  with the Company the Executive  shall not compete with the
          Company either on his own account or on behalf of or as an employee of
          any third party; and

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                                      -5-


     (iii)for a period of two (2) years  following  the date of  termination  of
          his employment  with the Company the Executive  shall not approach any
          other  employee  of the Company  for the  purpose of  recruiting  that
          employee  to his own  service or  offering or causing to be offered to
          such other employee a new position or employment with any other person
          or company

10.2 The Executive acknowledges and agrees that there can be no geographic limit
to his  covenant  not to compete due to the nature and extent of the business of
the Company, the market for the Company products and the technologies with which
the Company is involved.

10.3 The parties to this  agreement  recognize that a breach by the Executive of
any of the  covenants  contained  in Sections 9 and 10 of this  Agreement  would
cause irreparable harm to the Company which could not be adequately  compensated
for by monetary damages. Accordingly the Executive agrees that in the event of a
breach by him of any of the  covenants  contained  in  Sections 9 and 10 of this
Agreement,  he shall and hereby  does  consent  to an  injunction  being  issued
against him restraining  him from any further breach of the said covenants.  The
provisions  of this section shall not be construed so as to affect or impair any
other remedies which the Company may have in the event of such breach, including
but not limited to an action for damages.

11.  OWNERSHIP AND USE OF WORK PRODUCTS

11.1 The Executive  agrees that any work  products  produced by the Executive in
the course of his employment  with the Company whether  developed  solely by the
Executive or jointly with any other party (the "Work Product") shall be the sole
and exclusive property of the Company.

11.2 The Company  acknowledges that general  knowledge and experience  including
general  techniques,  algorithms,  methods and  formulae not  developed  for the
Company's  specific  application or work gained by the Executive  prior to or in
the course of his association with the Company,  may be used by the Executive at
any time prior to,  during or subsequent  to his  association  with the Company,
unless a specific agreement to the contrary is entered into by the Executive and
the  Company,  as long as the  Executive  is not in breach of his  covenants  of
non-competition contained herein.

11.3 This  Agreement  does  not  apply  to  any  general  techniques,  formulae,
algorithm  or  method  for  which  no  equipment,  supplies,  facility  or other
resources  or trade  secret  information  of the  Company was used and which was
developed entirely on the Executive's own time unless such techniques, formulae,
algorithms,  or method  related  directly to the  business of the Company or the
Company's actual demonstrated anticipated research or development.

11.4 At any and all times, either during or after termination of the Executive's
employment with the Company, the Executive will promptly,  on the request of the
Company,  perform all such acts and execute and deliver all such  documents that
may be necessary to vest in the Company the entire right,  title and interest in
and to any such Work Product.  Should any services be rendered after termination
of his association  with the Company a reasonable  compensation  will be paid to
the  Executive  upon a per diem basis in addition to reasonable  travelling  and
accommodation expenses incurred as a result of rendering such services.

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                                      -6-


11.5 The Employee hereby assigns to the Company any rights the Employee may have
or acquire in the Work Product and waives all claims  whatsoever with respect to
the Work Product  including any moral rights which he/she may have or acquire in
the Work Product or to its use, including the right to restrain or claim damages
for any distortion,  mutilation or other modification of the Work Product or any
part thereof whatsoever,  or to restrain use or reproduction of the Work Product
in any context, or in connection with any product or service.

12.  TERMINATION OF EMPLOYMENT

12.1 The  Executive's  employment  may be  terminated at any time by the Company
without  previous  notice and without payment in lieu of notice for cause which,
for the purposes of this agreement shall include but not be limited to:

     (i)  dishonesty  in  the  course  of the  discharge  of  his  duties  as an
          employee;

     (ii) gross negligence or repetitive  negligence committed without regard to
          corrective  direction in the course of the  discharge of his duties as
          an employee;

     (iii)conviction  of any criminal  offence other than an offence  which,  in
          the  reasonable  opinion of the Company does not affect the reputation
          of the Company or the Executive's  position as a representative of the
          Company;

     (iv) becoming bankrupt or insolvent;

     (v)  any incapacity, other than an illness or disability, which renders the
          Executive incapable of continuing his employment for a period of three
          (3) months or longer.

12.2 The  Executive  shall be  entitled to  terminate  his  employment  with the
Company,  at will, at any time by giving notice in writing to the Company of not
less than eight (8) weeks unless otherwise agreed to in writing by the parties.

12.3 The Company may  terminate  the  employment  of the  Executive  at will and
without cause at any time upon payment to the Executive of his Base Salary owing
up to the date of termination  and a severance  package  consisting of an amount
equal to one (1) times the current  Base  Salary.  At the option of the Company,
such severance  package may be paid to the Executive in  twenty-four  (24) equal
bi-monthly payments over the next one (1) year immediately following the date of
the Executive's termination.

12.4 The Executive will not be required to mitigate the amount of any payment or
benefit  provided  for under this  Section 12 or any  damages  resulting  from a
failure of the Company to make any such payment or to provide such  benefit,  by
seeking other employment,  or otherwise,  nor shall the amount of any payment or
benefit provided for under this Section 12 be reduced by any compensation earned
by the Executive from employment or self employment.


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                                      -7-


13.  CHANGE OF CONTROL OF THE COMPANY

13.1 In this section the term "Change of Control" shall mean:

     (a)  the sale of  greater  than 50% of the issued  and  outstanding  common
          shares in the capital of the Company  pursuant to a "takeover bid" (as
          defined in the British Columbia Securities Act);

     (b)  the  disclosure  that any  person (a  "Control  Person")  directly  or
          indirectly,  beneficially  or legally  owns,  or exercises  control or
          direction over,  greater than 50% of the issued and outstanding shares
          in  the  capital  of  the  Company,  in any  insider  trading  report,
          information circular, prospectus, offering memorandum, material change
          report or other disclosure document of the Company or any such Control
          Person,  filed or  required  to be filed  with  the  British  Columbia
          Securities  Commission,  the TSE or any  other  securities  regulatory
          authority or stock exchange;

     (c)  the sale or disposition of all or  substantially  all of the assets of
          the Company to a non-affiliated party;

     (d)  the merger,  amalgamation or consolidation of the Company with or into
          any other non-affiliated corporation; or

     (e)  the  appointment  of  a  liquidator,  receiver,  receiver-manager,  or
          trustee in bankruptcy of the Company,  or the making of any assignment
          or proposal to or for the benefit of the creditors of the Company.

13.2 In the event that the Company  undergoes a Change of Control the  Executive
shall have the right at any time within  thirty (30) days from the date on which
the Change of Control occurred to resign from his employment with the Company in
accordance  with  Section  12.2  above,  in which case he shall be  entitled  to
receive the severance package described in Section 12.3 above.

13.3 The Executive will not be required to mitigate the amount of any payment or
benefit  provided  for under this  Section 13 or any  damages  resulting  from a
failure of the Company to make any such payment or to provide such  benefit,  by
seeking other employment,  or otherwise,  nor shall the amount of any payment or
benefit provided for under this Section 13 be reduced by any compensation earned
by the Executive from employment or self employment.

14.  RESIGNATION AND INDEMNITY

14.1 Upon  termination  of this  Agreement,  the  Executive  will  tender to the
Company,  and their associated  companies,  his resignation as an officer and if
applicable, his resignation as a director.

14.2 Subject to the Canada  Business  Corporations  Act, as amended from time to
time (the "Act"),  the Company  hereby  indemnifies  the  Executive,  his heirs,
executors  administrators  and  personal  representatives   (collectively,   the
"Indemnitees") and save the Indemnitees  harmless against all costs,


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                                      -8-


charges and expenses actually and reasonably incurred by the Indemnities in law,
in equity or under any  statute or  regulation,  in  connection  with any civil,
criminal, or administrative claim, action,  proceeding or investigation to which
the  Indemnitees  are made a party or in which they are otherwise  involved as a
witness or other  participant by reason of the Executive  being or having been a
Director or officer of the Company or its  affiliated or  associated  companies,
including any action brought by the Company or companies, if:

     (i)  the Executive acted honestly and in good faith with a view to the best
          interests of the Company or companies; and

     (ii) in the case of a criminal or administrative claim, action,  proceeding
          or investigation,  the Executive had reasonable  grounds for believing
          that his conduct was lawful.

14.3 Without limiting the generality of the foregoing of Section 14.2 the costs,
charges and expenses  against which the Company will  indemnify the  Indemnitees
include:

     (i)  any and all fees, costs and expenses actually and reasonably  incurred
          by the Indemnitees in investigating, preparing for, defending against,
          providing evidence in, producing  documents or taking any other action
          in connection with any commenced or threatened  action,  proceeding or
          investigation,  including  reasonable  legal  fees and  disbursements,
          travel, and lodging costs;

     (ii) any amounts reasonably paid in settlement of any action, proceeding or
          investigation;

     (iii)any  amounts  paid  to  satisfy  a  judgement  or  penalty,  including
          interest and costs; and

     (iv) all costs charges and expenses  reasonably incurred by the Indemnitees
          in  establishing  their  right  to be  indemnified  pursuant  to  this
          Agreement.

14.4 If the  Indemnitees  or any one of them are  required  to  include in their
income, or in the income of the estate of the Executive,  any payment made under
this  Section  14 for the  purpose  of  determining  income  tax  payable by the
Indemnitees or any of them or the estate, the Company shall pay an amount by way
of indemnity that will fully  indemnify the Indemnitees or estate for the amount
of all  liabilities  described  in Section  14.2 and Section 14.3 and all income
taxes payable as a result of the receipt of the indemnity payment.

14.5 Upon receipt of a written request by the  Indemnitees  for  indemnification
under this Agreement (an "Indemnification  Notice"),  the Company will forthwith
apply to the Supreme  Court of British  Columbia for  approval of the  requested
indemnification,  will diligently  proceed to obtain such approval and will take
all other steps  necessary to provide the requested  indemnification  as soon as
practicable following receipt of the Indemnification Notice.

14.6 Any failure by the  Executive  in his  capacity as a director or officer of
the Company to comply with the provisions of the Act or the Memorandum, Articles
or  Bylaws of the  Company  will not  invalidate  any  indemnity  to which he is
entitled under this Agreement.


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                                     -9-


15.  RETURN OF PROPERTY

15.1 In the event of  termination of this  Agreement,  the Company agrees to pay
the Executive all arrears of compensation, and all out of pocket expenses owing,
up to and  including the effective  date of  termination,  upon receipt from the
Executive of (and the Executive agrees to deliver to the Company);

     (i)  any property of the Company which may be in the  possession or control
          of the Executive; and

     (ii) the repayment of any sums owed by the Executive to the Company.

16.  SURVIVAL

16.1 Notwithstanding the termination of this Agreement for any reason whatsoever
the  provisions of Sections 9, 10, 11 and 14 hereof and any other  provisions of
this Agreement  necessary to give efficacy  thereto shall continue in full force
and effect following such termination.

17.  NOTICE

17.1 Any notice or other  communication  (each a "Communication") to be given in
connection  with this  Agreement  shall be given in writing  and may be given by
personal delivery, by registered mail or by telecopier, addressed as follows:

TO:               MDSI Mobile Data Solutions Inc.
                  10271 Shellbridge Way
                  Richmond, B.C. V6X 2W8
                  Attn:             Board of Directors
                  Phone:            604-207-6000
                  Fax:              604-207-6062

AND TO:           Erik Dysthe
                  #802 - 1383 Marinaside Crescent
                  Vancouver, B.C.
                  V6Z 2W9
                  Phone:            604-605-3360
                  Fax:              604-605-3380

or at such other address or telecopier  number as shall have been  designated by
Communication  by  either  party  to  the  other.  Any  Communication  shall  be
conclusively deemed to be received,  if given by personal delivery,  on the date
and at the time of actual delivery  thereof and, if given by registered mail, on
the fifth day  following  the date of mailing,  if given by  telecopier,  on the
business  day  following  the  transmittal  thereof.  If the  party  giving  any
Communication  knows or ought  reasonably  to know of any  actual or  threatened
interruptions  of the mails,  such  Communication  shall not be sent by mail but
shall be given by personal delivery or telecopier.

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                                      -10-


18.  ENTIRE AGREEMENT

18.1 Any other previous agreements,  written or oral, between the parties hereto
relating to the employment of the Executive by the Company are hereby terminated
and  cancelled  and each of the  parties  hereto  hereby  releases  and  forever
discharges the other party hereto of and from all manner of actions,  causes and
demands  whatsoever  under or in respect of any such agreement.  This Agreement,
together  with  the  Plans  and  Programmes  which  are by  reference  expressly
incorporated  into it,  constitutes  and  expresses  the whole  agreement of the
parties hereto with reference to the employment of the Executive by the Company,
and with  reference  to any of the  matters or things  herein  provided  for, or
herein before  discussed or mentioned  with  reference to such  employment;  all
promises,  representations,  and  understandings  relative  thereto being merged
herein.

19.  AMENDMENTS AND WAIVERS

19.1 No amendment to this  Agreement  shall be valid or binding unless set forth
in writing and duly  executed by both of the  parties  hereto.  No waiver or any
breach of any by the party  purporting  to give the same and,  unless  otherwise
provided  in the  written and signed  waiver,  shall be limited to the  specific
breach waived.

20.  BENEFITS OF AGREEMENT

20.1 The  provisions  of this  Agreement  shall  enure to the  benefit of and be
binding upon the legal  representatives  of the Executive and the successors and
assigns of the Company respectively.

21.  SEVERABILITY

21.1 If any provision of this  Agreement is deemed to be void or  unenforceable,
in whole or in part,  it shall not be deemed to affect or impair the validity or
any other  provision  hereby  declared and agreed to be severable  from each and
every other section,  subsection or provision hereof and to constitute  separate
and distinct covenants. The Executive hereby agrees that all restrictions herein
are reasonable and valid and all defences to the strict  enforcement  thereof by
the Company are hereby waived by the Executive.

22.  GOVERNING LAW

22.1 This  Agreement  shall be governed by and construed in accordance  with the
laws of the Province of British  Columbia.  The Company and the Executive hereby
irrevocably  attorn to the jurisdiction of the courts of the Province of British
Columbia, exclusively.


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                                      -11-


23.  COPY OF AGREEMENT

23.1 The Executive hereby acknowledges  receipt of a copy of this Agreement duly
signed by the Company.

IN WITNESS  WHEREOF the parties have executed  this  Agreement as of the day and
year first above written:

SIGNED, SEALED AND DELIVERED by     )
ERIK DYSTHE                         )
in the presence of:                 )
                                    )
/s/ Illegible                       )
----------------------------        )    /s/ Erik Dysthe
Witness                             )    ----------------------------------
                                    )    ERIK DYSTHE
10271 Shellbridge Way               )
Richmond B.C.  V6X 2W8              )
----------------------------        )
Address                             )
                                    )
Legal Assistant                     )
----------------------------        )
Occupation                          )


MDSI MOBILE DATA SOLUTIONS INC.


Per:  /s/ Gerald Chew
      -------------------------------
      Authorized Signatory


<PAGE>
                                      -12-


                         Schedule "A" - Job Description

Position : Chief Executive Officer
Purpose of Position
-------------------
To establish  short-term and long-range  objectives , plans and policies subject
to approval of the Board of  Director,  direct  financial,  organizational,  and
operations planning  activities,  approve budgetary and operations functions and
monitor  performance to ensure  objectives are met;  represent the  organization
with its major customers, the financial community,. Responsible for establishing
strategies and tactics associated with mergers,  acquisitions,  partnering,  and
dispositions.

Significant Duties and Responsibilities
---------------------------------------
Develops broad  corporate  goals,  objectives and strategies in accordance  with
established  mandate and mission of the organization as agreed to with the Board
of Directors.  Directs and coordinates major  organizational units so that their
activities are carried out in as an integrated "team".

Establishes  accountability and authority limits for subordinate  executives and
monitors their  performance in execution of business  plans,  strategic  renewal
plans, financial results and organizational objectives, taking corrective action
as required.

Implements on a continuous basis an  organizational  structure and staffing plan
that  meets the on going  operational  needs of the  company  and  presents  key
executive candidates to the Board of Directors for approval.

Present budgets to Board of Directors for approval,  reviews financial  results,
cash flow requirements, and capital expenditures on a regular basis, assess need
for  corrections,   reports  results  to  Board;   arranges/negotiates  external
financing as appropriate.

Represents the organization in important  external business  relationships  with
major clients, strategic partners,  financiers,  government and the public where
such contacts are critical to achievement of corporate goals.

Identifies  opportunities for strategic  partnering,  mergers,  acquisitions and
dispositions  and  negotiates  conditions of such  initiatives  on behalf of the
company  in  order  to  maximize   profitability   and  future   potential   for
shareholders.

Education and Experience
------------------------
Broad business experience  including 12+ years of progressively more responsible
management experience.

Specialized Skills
------------------
Broad  general  knowledge of the high tech  industry  and on going  awareness of
technology  developments.  Skills in general and strategic business  management,
innovative  and  visionary  planning,  analysis and decision  making.  Effective
leadership communication and customer relations.



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                                      -13-


                                  SCHEDULE "B"

40 % of base salary based 80% on  achievement  of the  company's  EPS targets in
each quarter and 20% on personal performance determined annually.

The  company's  EPS  targets in each  quarter  are either  achieved  or not with
achievement resulting in the payment of the entire (80% of 40%) incentive within
30 days of the company's  quarterly  results being announced.  50% of any missed
quarters  incentive  (i.e. 40% of 40%) can be recovered if the year's EPS target
is achieved.  This would be paid along with any other incentive achieved for the
year.

Personal  performance  is actually  20% of the target 40% and 20% of the stretch
40% incentive or 16% of base salary.  The performance  rating will be based on a
1-10 rating scale where 1 =  intolerable,  2 = less than  tolerable,  3 = barely
tolerable,  4 =  satisfactory  -,  5 =  satisfactory,  6 =  satisfactory  +, 7 =
exceeding,  8 = exceeding +, 9 = excelling,  10 = exceptional.  A 5 rating would
therefore result in 8% of base salary as an incentive, 7.5 would 12%, and so on.
Personal  results are based on a performance  plan,  which  articulates a set of
personal objectives for the year.



<PAGE>
                                      -14-


                                  SCHEDULE "C"

Schedule 2 - 40% of base salary  based 80% on  exceeding  the target EPS for the
year and 20% on personal performance as described above.

The  determination of % achievement of stretch incentive (0-32% of base) will be
in direct  relationship  to the % achievement  of the EPS stretch target for the
year as set by the Board of Directors (e.g. 50% of difference between target and
stretch achieved = 50% of 32% or 16% of base salary).

Payment of annual  incentives will be within 30 days of announcing the company's
annual results.