EMPLOYMENT AGREEMENT

     This  Employment  Agreement  (this  "Agreement")  is made  this  7th day of
January, 2000 by and between Impact Solutions, Inc., Inc. a Delaware corporation
(the   "Company"),   a  wholly  owned   subsidiary  of  Classics   International
Entertainment,  Inc.,  ("Classics"),  a Delaware  corporation and Larry Greybill
("Executive").

     WHEREAS,  Classics wishes to employ  Executive and Executive  desires to be
employed by Classics,  as President and Chief  Operating  Officer of the Company
upon the terms and conditions set forth herein;

     WHEREAS,  the Company is engaged in the business of  marketing  and selling
data  compression  technology,  and consulting and integrating  related business
technology solutions (the "Business").

     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
and promises in this  Agreement and other good and valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged, Classics and Executive
agree as follows:

         1. EMPLOYMENT. Classics agrees to employ Executive and Executive agrees
to be employed by Classics upon the terms and conditions of this Agreement.

         2. TERM OF EMPLOYMENT.  The term of Executive's  employment  under this
Agreement  (the  "Employment  Term") will commence on the date of this Agreement
and,  unless  earlier  terminated  in  accordance  with  Section 12 below,  will
continue  for two years,  ending on the second  anniversary  of the date of this
Agreement (the "Initial  Term").  At the end of the Initial Term, the Employment
Term will  automatically  be extended for  successive  one year periods (each an
"Extended  Term")  unless  either  party  elects not to renew this  Agreement by
giving  written  notice of such  election  at least sixty (60) days prior to the
scheduled  expiration  of the Initial Term or  then-current  Extended  Term,  as
applicable.

         3.  POSITION  AND  RESPONSIBILITIES.  Executive  will  be  employed  as
"President  and Chief  Operating  Officer" of the  Company and will  perform the
duties of President  and Chief  Operating  Officer as  described  in  Classics's
Bylaws and such other executive  duties for the Company and/or its  subsidiaries
as Classics' Board of Directors may reasonably prescribe from time to time.

         4.  COMMITMENT.  During the  Employment  Term,  Executive  shall devote
substantially  all of his business time,  attention,  skill,  and efforts to the
faithful  performance  of his  duties  herein.  Nothing  herein  shall  preclude
Executive  from  making  passive   investments   which  do  not  interfere  with
Executive's responsibilities to Classics and its subsidiaries. In addition, with
the prior written approval of Classics' Board of Directors, Executive may engage
in more active  investments or business ventures so long as such investments and
ventures do not conflict or interfere with  Executive's  obligations to Classics
and its subsidiaries as provided in this Agreement.

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         5.   COMPENSATION.        The  following  shall  constitute  Executives
"Compensation" hereunder:

                  (A) BASE SALARY. During the Employment Term, Classics will pay
         Executive  a BASE  SALARY  (THE "BASE  SALARY")  of  $150,000  per year
         payable on a bi-monthly basis and otherwise in accordance with Classics
         then-current executive salary payment practice. Such Base Salary may be
         reviewed  during  the  Employment  Period  in the  sole  discretion  of
         Classics'  Board of Directors,  and shall not be decreased  without the
         prior written consent of Executive.

                  (B)  OVERRIDE.   Executive  will  receive  a  1%  override  on
         licensing  fees/sales of the Company's Web Rapids  product in excess of
         $667,000 per year. The override shall be paid after audited closeout of
         fiscal year accounting with such override program being  reevaluated at
         the end of year one. No override  shall be earned or otherwise  payable
         on annual sales of Web Rapids below $667,000.

                  (C) INCENTIVE OPTIONS.  Executive will be eligible for, but is
         not  guaranteed  to  receive,   additional   compensation   ("Incentive
         Options")  based on performance  milestones in accordance with mutually
         agreeable guidelines detailed in Schedule I attached hereto.

                  (D) FRINGE BENEFITS. Executive will be entitled to participate
         in Classics' group life and medical  insurance plans,  accidental/death
         and  dismemberment,  dental,  profit-sharing,  short-term and long-term
         disability   and   similar   plans,   and   other   "fringe   benefits"
         (collectively,  "Fringe Benefits"),  comparable to those made available
         by Classics to its other senior executive employees, in accordance with
         the terms of such plans. Classics shall pay for the cost of health care
         benefits for Executive and  Executive's  spouse for the duration of the
         Employment Term.

                  (E) WITHHOLDING.  All compensation  payable to Executive under
         this Agreement is stated in gross amount and to the extent  required by
         law will be subject to all applicable  withholding  taxes, other normal
         payroll  deductions,  and  any  other  amounts  required  by  law to be
         withheld.

                  (F) EXPENSES.  Classics,  in accordance with its  then-current
         policies and past practices,  will promptly pay or reimburse  Executive
         for  all  expenses   (including  travel  and  entertainment   expenses)
         reasonably   incurred  by  Executive  during  the  Employment  Term  in
         connection  with the  performance  of  Executive's  duties  under  this
         Agreement,   provided   that   Executive   must   provide  to  Classics
         documentation  or  evidence  of  expenses  for  which  Executive  seeks
         reimbursement,  in accordance with Classics then-current  reimbursement
         policy as determined by Classics' Board of Directors.

                  (G) CONTRACT ACQUISITION OPTION GRANT. In consideration of the
 Company's

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         December 8, 1999 acquistition of Zideo.com,  Inc. and the resulting and
         concurrent   acquisition  of  Executive's  contract  as  part  of  said
         acquisition,  the Company hereby agrees to grant Executive, not in lieu
         of salary or any other compensation for services, 350,000 option shares
         of post reverse split,  (pre-split  option shares totaling  1,221,500),
         registered  shares of the authorized  shares of Classics  International
         Entertainment,  Inc.  - based on the post  split  authorized  shares as
         anticipated  by the Company's  planned  reorganization  (the  "Contract
         Acquisition Option Grant"). The Contract Acquisition Option Grant shall
         have an  Acquisition  Strike  Price of $.01  (the  "Acquisition  Strike
         Price") and shall be 100% vested as of the Acquisition Grant Date, (the
         "Acquisition  Grant Date")  December 8, 1999.  No Contract  Acquisition
         Options shall be exercisable  prior to six months after the Acquisition
         Grant Date nor later than 10 years after the Acquisition Grant Date.

               (H) STOCK  OPTIONS.  Executive  will be eligible  for, but is not
          guaranteed  to  receive,  additional  stock  options  ("Options"),  in
          accordance with the Company's  anticipated  2000 Stock Option Plan, as
          determined by the Board of Directors.

         6.    VACATION AND HOLIDAYS. During the Employment Term, Executive will
be entitled to receive  paid  vacation and paid  holidays  in  accordance   with
then-current  Classics policy, but in no  event  less  than  four  (4) weeks per
contract year.

         7.       LOCATION OF EMPLOYMENT.  Executive will be entitled to perform
his duties under this Agreement at Executive's home office in New Jersey or such
location(s) that the Company and  Executive mutually determine to be in the best
 interests of the Company.

         8.       INTELLECTUAL PROPERTY RIGHTS

                  (a)  Executive  agrees that the Company will be the sole owner
         of any and all of  Executive's  "Discoveries"  and "Work  Product" made
         during the  Employment  Term,  whether  pursuant to this  Agreement  or
         otherwise.  For  purposes of this  Section 8,  "Discoveries"  means all
         inventions,   discoveries,   improvements,   and  copyrightable   works
         (including,   without  limitation,  any  information  relating  to  the
         software  products,   source  code,   know-how,   processes,   designs,
         algorithms,  computer  programs  and  routines,  formulae,  techniques,
         developments or experimental work, work-in-progress,  or business trade
         secrets of the Company or its affiliates)  made or conceived or reduced
         to practice by  Executive,  whether or not  potentially  patentable  or
         copyrightable  in the United States or elsewhere.  For purposes of this
         Agreement,  "Work Product"  means any and all work product  relating to
         Discoveries.

                  (b)  Executive  shall  promptly  disclose  to the  Company all
         Discoveries  and  Work  Product.  All  such  disclosures  must  include
         complete  and  accurate  copies  of all  source  code,  object  code or
         machine-readable  copies,   documentation,   work  notes,  flow-charts,
         diagrams,  test data, reports,  samples, and other tangible evidence or
         results (collectively,  "Tangible  Embodiments") of such Discoveries or
         Work  Product.  All Tangible  Embodiments  of any  Discoveries  or Work
         Product will be deemed to have been assigned to the Company as a

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          result of the act of expressing any Discovery or Work Product therein.

                  (c)  Executive  hereby  assigns  and  agrees  to assign to the
         Company all of his  interest in any country in any and all  Discoveries
         and Work  Product,  whether  such  interest  arises  under  patent law,
         copyright law, trade-secret law,  semiconductor chip protection law, or
         otherwise.  Without limiting the generality of the preceding  sentence,
         Executive hereby  authorizes the Company to make any desired changes to
         any part of any  Discovery  or Work  Product,  to combine it with other
         materials in any manner desired,  and to withhold  Executive's identity
         in  connection  with  any  distribution  or  use  thereof  alone  or in
         combination  with  other  materials.  This  assignment  and  assignment
         obligation  applies to all  Discoveries and Work Product arising during
         Executive's employment with the Company (or its predecessors),  whether
         pursuant to this Agreement or otherwise.

                  (d) At the request of the Company,  Executive  shall  promptly
         and  without  additional   compensation  execute  any  and  all  patent
         applications,  copyright  registration  applications,  waivers of moral
         rights,  assignments,  or  other  instruments  that the  Company  deems
         necessary or  appropriate  to apply for or obtain Letters Patent of the
         United  States  or any  foreign  country,  copyright  registrations  or
         otherwise to protect the Company's  interest in such Discovery and Work
         Product, the expenses for which will be borne by the Company. Executive
         hereby  irrevocably  designates  and  appoints the Company and its duly
         authorized officers and agents as his agents and  attorneys-in-fact to,
         if the Company is unable for any reason to secure Executive's signature
         to any lawful and necessary  document  required or appropriate to apply
         for  or  execute  any  patent   application,   copyright   registration
         application,  waiver of moral rights,  or other  similar  document with
         respect  to  any  Discovery  and  Work  Product   (including,   without
         limitation,   renewals,   extensions,   continuations,   divisions,  or
         continuations  in part),  (i) act, for and in his behalf,  (ii) execute
         and file any such document,  and (iii) do all other lawfully  permitted
         acts to further the  prosecution  of the same legal force and effect as
         if executed by him; this  designation  and  appointment  constitutes an
         irrevocable power of attorney coupled with an interest.

                  (e)  To  the  extent  that  any   Discovery  or  Work  Product
         constitutes copyrightable or similar subject matter that is eligible to
         be treated as a "work made for hire" or as having similar status in the
         United States or elsewhere,  it will be so deemed.  This provision does
         not alter or limit Executive's other obligations to assign intellectual
         property rights under this Agreement.

                  (f) The  obligations  of Executive set forth in this Section 8
         (including,  with out  limitation,  the  assignment  obligations)  will
         continue beyond the termination of Executive's  employment with respect
         to Discoveries and Work Product conceived or made by Executive alone or
         in concert with others during Executive's  employment with the Company,
         whether pursuant to this Agreement or otherwise. Those obligations will
         be  binding  upon  Executive,   his  assignees   permitted  under  this
         Agreement, executors, administrators, and other representatives.

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                  (g)   Notwithstanding   anything  in  this  Agreement  to  the
         contrary,  this Section 8 DOES NOT APPLY to any  invention of Executive
         for which no equipment,  supplies, facility, or Proprietary Information
         (as  defined  below)  of the  Company  was used and that was  developed
         entirely on Executive's own time,  unless (i) the invention  relates to
         (A) the  Business or (B) the  Company's  or its  affiliates'  actual or
         demonstrably anticipated research or development, or (ii) the invention
         results from any work  performed  by Executive  for or on behalf of the
         Company or its affiliates.

         9.       EXPOSURE TO PROPRIETARY INFORMATION

                  (a) As used in this Agreement, "Proprietary Information" means
         all  information of a business or technical  nature that relates to the
         Business  including,  without  limitation,  all  information  about the
         Company's  and its  affiliates'  software  products  whether  currently
         released or in development, all inventions, discoveries,  improvements,
         copyrightable  work,  source  code,   know-how,   processes,   designs,
         algorithms,  computer  programs and routines,  formulae and techniques,
         and any information  regarding the business of any customer or supplier
         of the  Company or its  affiliates  or any other  information  that the
         Company  or  any   affiliate   of  the  Company  is  required  to  keep
         confidential.   Notwithstanding  the  preceding   sentence,   the  term
         "Proprietary  Information"  does  not  include  information  that is or
         becomes publicly available through no fault of Executive.

                  (b) In  recognition  of the special  nature of his  employment
         under this  Agreement,  including his special access to the Proprietary
         information,  and in consideration  of his employment  pursuant to this
         Agreement, Executive agrees to the covenants and restrictions set forth
         in Section 10.

         10. USE OF PROPRIETARY  INFORMATION.  Executive  acknowledges  that the
Proprietary  Information  constitutes  a  protectible  business  interest of the
Company and its affiliates, and covenants and agrees that during the term of his
employment, whether under this Agreement or otherwise, and after the termination
of such employment, he will not, directly or indirectly, disclose, furnish, make
available  or  utilize  any of the  Proprietary  Information,  other than in the
proper performance of his duties for the Company.  Executives  obligations under
this Section 10 with respect to particular Proprietary  Information will survive
expiration or termination of this Agreement and Executive's  employment with the
Company,  and will  terminate  only at such  time  (if  any) as the  Proprietary
Information in question becomes generally known to the public other than through
a breach of Executive's obligations under this Agreement.

         11.   RETURN  OF  COMPANY   MATERIALS   UPON   TERMINATION.   Executive
acknowledges that all records, documents, and Tangible Embodiments containing or
of Proprietary  Information  prepared by Executive or coming into his possession
by virtue of his  employment  by the Company are and will remain the property of
the Company;  upon  termination  of his employment  with the Company,  Executive
shall immediately return to the Company all such items in his possession and all
copies of such items.

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         12.      EQUITABLE REMEDIES.

                  (a) Executive  acknowledges and agrees that the agreements and
         covenants  set forth in  Sections 8, 9, 10, and 11 are  reasonable  and
         necessary for the protection of the Company's business interests,  that
         irreparable injury will result to the Company if Executive breaches any
         of the terms of said  covenants,  and that in the event of  Executive's
         actual or  threatened  breach of any such  covenants,  the Company will
         have no adequate remedy at law.  Executive  accordingly agrees that, in
         the  event of any  actual  or  threatened  breach by him of any of said
         covenants,  the Company  will be entitled to immediate  injunctive  and
         other  equitable  relief,  without  bond and without the  necessity  of
         showing  actual  monetary  damages.  Nothing in this Section 12 will be
         construed as  prohibiting  the Company from pursuing any other remedies
         available to it for such breach or  threatened  breach,  including  the
         recovery of any damages that it is able to prove.

                  (b) Each of the  covenants in Sections 8, 9, 10 and 11 will be
         construed as independent of any other covenants or other  provisions of
         this Agreement.

                  (c) In the event of any judicial determination that any of the
         covenants in Sections 8, 9, 10, and 11 are not fully enforceable, it is
         the  intention  and  desire of the  parties  that the court  treat said
         covenants as having been modified to the extent deemed necessary by the
         court to render them  reasonable  and  enforceable,  and that the court
         enforce them to such extent.

         13.      TERMINATION.

                  (a) If there has been a material  breach of this  Agreement by
         Executive,  the Company may terminate the Employment  Term upon fifteen
         days' prior  written  notice to Executive  issued upon  approval of the
         Company's  Board of Directors  which  approval  was  obtained  prior to
         issuance  of such  notice.  Executive  shall have the right to cure any
         such breach within such fifteen-day period. Any uncured material breach
         shall be considered "causes" hereunder.  Upon expiration of such notice
         period, the Employment Term will immediately end and Executive will not
         be entitled to receive any further compensation (whether in the form of
         Base Salary,  Incentive  Compensation,  Fringe  Benefits or  otherwise)
         other than accrued but unpaid Base Salary and any vested stock options.
         Without limiting the generality of the preceding  sentence,  any breach
         by Executive of any of his obligations  under Sections 8, 9, 10, and 11
         will be deemed a material breach of this Agreement that is incapable of
         being cured. Notwithstanding the foregoing, any of the following events
         will also be deemed a material breach of this Agreement that, except in
         the case of 13(a)(i) and 13(a)(ii), is incapable of being cured:

                  (i) Executive's  continued and deliberate  neglect of, willful
                  misconduct in connection  with the  performance of, or refusal
                  to perform his duties in  accordance  with,  Section 3 of this
                  Agreement;

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                  (ii)     Executive's failure to devote  his full business time
                  to the Company's business in accordance with Section 4 of this
                  Agreement;

                  (iii) willful  misconduct on the part of Executive that causes
                  or is  likely  to cause a  material  financial  injury  to the
                  Company,    including,    without   limitation,    Executive's
                  embezzlement    of   the   Company's   funds   or   theft   or
                  misappropriation   of  the  Company's  or  any  other  party's
                  property; or

                  (iv)     Executive's conviction of a felony class crime.

         The fifteen day notice  requirement  of this Section  13(a)  applies to
         both curable and incurable breaches.

                  (b) The  Employment  Term  will  terminate  upon the  death or
         disability of Executive. Disability of Executive will be deemed to have
         occurred  whenever  Executive has suffered  physical or mental illness,
         injury, or infirmity that prevents Executive from fulfilling his duties
         under  this  Agreement  for  120  consecutive   days  and  the  Company
         determines  in good faith  that such  illness  or other  disability  is
         likely to continue for at least the next following 30 days. In the case
         of death or disability,  Executive will be entitled to receive  accrued
         but unpaid  Base Salary as of the date of such  termination,  and a pro
         rata portion of Incentive  Compensation  (if any) for the year in which
         such  termination,  occurs  (payable within a reasonable time after the
         year in  question),  but all other  obligations  of the  Company to pay
         Executive any further compensation, whether in the form of Base Salary,
         Incentive  Compensation,  or  Fringe  Benefits  (other  than  death and
         disability benefits, if any) or otherwise, will terminate.  Executive's
         Base  Salary  during  any period of  disability  will be reduced by any
         benefits Executive receives from Company-provided  disability insurance
         if any such insurance exists).

                  (c) The Company may elect to terminate Executive's  employment
         hereunder  without cause upon 60 days prior written  notice;  provided,
         that the Company shall  continue to pay Executive all  Compensation  in
         accordance  with Section 5 hereof for the remainder of the Initial Term
         or then-current Extended Term as applicable.

                  (d) Executive may elect to terminate the Employment  Term upon
         30 days  prior  written  notice  to the  Company  if  there  has been a
         material  breach of this  Agreement by the Company,  unless such breach
         has been cured within such 30 day period.

                  (e) Termination of the Employment Term in accordance with this
         Section 13, or expiration of the Employment  Term,  will not affect the
         provisions of this Agreement that survive such termination,  including,
         without limitation, the provisions in Sections 8, 9, 10 and 11 and will
         not limit either party's ability to pursue remedies at law or equity.

                  (f)      In the event the  Employment  Term i   terminated  in
accordance with Section

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          13(b), 12(c), 12(d) or 12(e) of the Employment Agreement, the unvested
         portion of the Option as of the date of such  termination  shall become
         fully vested and exercisable to the extent specified below:

                  (i) The  percentage of Option Shares  scheduled to vest on the
                  Anniversary  Date  immediately  following  the  date  that the
                  Employment  Term  is  terminated  shall  be  multiplied  by  a
                  fraction,  the  numerator  of  which  is the  number  of  full
                  calendar  months  in  the  twelve-month   period   immediately
                  proceeding  such  Anniversary  Date  during  which you were an
                  employee of the Company,  and the  denominator of which is 12;
                  and

                  (ii) the percentage of Option shares  scheduled to vest on the
                  second  Anniversary Date, if any,  following the date that the
                  Employment Term is terminated  shall be multiplied by one-half
                  (1/2).

                  (g)  Regardless of whether the  Employment  Term is terminated
         with or without  cause or any other  contingency,  those Option  Shares
         vested shall remain vested.  Further,  during the Option Period you are
         entitled to exercise vested Option Shares regardless of your employment
         status and/or any other contingency.

         14.      COVENANT NOT TO COMPETE.

                  14.1 Executive Acknowledgment. Executive acknowledges that, as
a result  of his  position  with the  Company  he has and will  further  develop
knowledge  about the Company and its  affiliates,  and  knowledge  and a working
relationship  with  customers  with whom they do business,  which  knowledge and
relationship is special, unique and of an intellectual character.

Such business  information is considered  confidential by the Company, the value
of which would be destroyed by disclosure of such  information  or by its use in
competition with the Company. In addition, Executive will be performing services
to the Company  pursuant to this Agreement and thereby will occupy a position of
trust and confidence  with respect to the Proprietary  Information.  In light of
the foregoing, Executive is agreeing to the covenants set forth below.

                  14.2     Non-Competition.

                  (a)  During  Executive's  employment  with the  Company or any
         affiliate  of the  Company  (whether  pursuant  to  this  Agreement  or
         otherwise) and for a period two years  thereafter,  Executive will not,
         directly or indirectly though any person, entity or affiliate,  whether
         as   an   Executive,   consultant,   independent   contractor,   owner,
         shareholder,  limited or general partner, officer, director, advisor or
         otherwise,   (i)  provide  software  development,   sales,   marketing,
         management  or other  related  services to an entity that competes with
         the Company or any  affiliate  of the  Company in the  Business or (ii)
         solicit or contact any customer, client, vendor or similar party, which
         Executive solicited or contacted at any time

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<PAGE>

         during the then two previous  years of  employment  with the Company or
         any  affiliate  of the Company for the  purposes  of  representing  any
         business which competes with such party in the Business.

                  (b)  Executive  acknowledges  that the  Business is  conducted
         throughout  the world and that the Company and its  affiliates  will be
         competing  as  such  and  that  the  foregoing   restriction  would  be
         ineffective  if  limited  to  a  more  specific  geographic  area.  The
         Executive  further  acknowledges  that this Section 14.2  including the
         nature of the activities  restrained hereby, has been as narrowly drawn
         as possible to protect the  legitimate  interests of the  Company,  and
         that  he  will be able to  support  his  family  notwithstanding  these
         restrictions.

                  (c) If any court of competent  jurisdiction  shall at any time
         determine  that a covenant  contained in this Section 14.2, or any part
         hereof,   is  unenforceable   due  to  the  duration  of  its  term  or
         geographical scope, or scope of activities precluded,  such court shall
         reduce the  duration or scope of such  provision as the case may be, to
         the extent necessary to render it enforceable and in its reduced form s
         such provisions shall then be enforced.

         15.  EFFECT OF PRIOR  AGREEMENTS.  This  Agreement  contains the entire
understanding  between the Company and Executive  relating to the subject matter
hereof and supersede any prior employment  agreement  between  Executive and the
Company or other  agreement  relating to the subject  matter hereof  between the
Company and Executive.  Executive acknowledges that he is not bound by any other
agreements,  including  employment  agreements,  confidentiality  agreements and
restrictive  covenants,  that would prohibit or restrict Executive from entering
into this Agreement.

         16.  MODIFICATION  AND WAIVER.  This  Agreement  may not be modified or
amended  except by an  instrument in writing  signed by the parties.  No term or
condition  of this  Agreement  will be  deemed to have  been  waived,  except by
written instrument of the party charged with such waiver. No such written waiver
will be deemed to be a continuing waiver unless specifically stated therein, and
each such waiver will operate only as to the specific  term or condition  waived
and shalt not constitute a waiver of such term or condition for the future or as
to any act other than that specifically waived.

         17.  SEVERABILITY.  If, for any reason, any provision of this Agreement
is held invalid,  such  invalidity  will not affect any other  provision of this
Agreement,  and each  provision  will to the  full  extent  consistent  with law
continue in full force and effect.  If any  provision of this  Agreement is held
invalid  in  part,  such  invalidity  will  in no way  affect  the  rest of such
provision, and the rest of such provision, together with all other provisions of
this Agreement,  will, to the full extent  consistent with law, continue in full
force and effect.

         18. NOTICES.  Any notice or consent  required or permitted  pursuant to
the  provisions of this  Agreement must be in writing and will be deemed to have
been  properly  given if sent by certified  or  registered  United  States mail;
prepaid,  by  overnight  courier;  or when  personally  delivered,  addressed as
follows:

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                  If to the Company or Classics:
                           Classics International Entertainment, Inc.
                           6060 North Central Expressway, Suite 560
                           Dallas, Texas 75206
                             Attn: Richard S. Berger

                  If to Executive:
                           Larry Greybil

                           4 Ryans Way

                            Jackson, New Jersey 08527

         Each party will be  entitled  to specify a  different  address  for the
receipt of  subsequent  notices by giving  written  notice  thereof to the other
party in accordance with this Section 18.

         19.      HEADINGS. The headings and other captions  in  this  Agreement
are  included  solely  for  convenience  of  reference  and will not control the
meaning and interpretation of any provision of this Agreement.

         20.      GOVERNING LAW. This Agreement  has  been executed in the State
of Texas, and its validity,  interpretation,   performance, and enforcement will
be governed by the laws of such state,  except with respect to conflicts of laws
principles.

         21.  BINDING  EFFECT.  This Agreement will be binding upon and inure to
the benefit of  Executive,  the Company,  and their  respective  successors  and
permitted assigns.  The Company will be entitled to assign its rights and duties
under this  Agreement  provided that the Company will remain liable to Executive
should such assignee fail to perform its obligations under this Agreement.

         22.      NO STRICT CONSTRUCTION. The  language  used  in this Agreement
will be deemed to be the language  chosen by the parties to express their mutual
intent,  and no rule of strict construction will be applied against any person.

         23.  ARBITRATION.  Subject  to the  Company's  right to seek  equitable
relief as provided for in Section 12, if any  controversy  or claim  between the
parties hereto arises out of this Agreement,  such disagreement or dispute shall
be submitted  to binding  arbitration  in Dallas,  Texas,  under the  Commercial
Arbitration  Rules of the American  Arbitration  Association (the "AAA").  There
shall be one arbitrator,  as shall be agreed upon by the parties. In the absence
of such agreement, each party shall select one arbitrator and the arbitrators so
selected shall select a third  arbitrator.  In the event the arbitrators  cannot
agree upon the selection of a third  arbitrator,  such third arbitrator shall be
appointed  by the  AAA  at the  request  of  either  party.  The  arbitrator  or
arbitrators  (as the case may be) shall be an individual or individuals  (as the
case may be)  skilled  in  employment  matters.  The  decision  rendered  by the
arbitrator or arbitrators  shall be accompanied by a written  opinion in support
thereof.  Such  decisions  shall be final and binding  upon the parties  without
right of appeal.  Judgment  upon any such  decision  may be entered  into in any
court having jurisdiction thereof, or

                                       10

<PAGE>

application  may be made to such court for a judicial acceptance of the decision
and order of  enforcement.  Costs of the  arbitration  shall be, assessed by the
arbitrator  or  arbitrators  against  any or both  parties,  and  shalt  be paid
promptly by the party or parties so assessed.

[Signature Page Follows)





IN WITNESS  WHEREOF,  the parties have executed this Employment  Agreement as of
the date first above written.

                                                      COMPANY:

                                                      By:   /s/Richard S. Berger
                                                               Richard S. Berger
                                                               ITS:     DIRECTOR

                                                        DATE:    JANUARY 7, 2000
                                                                 ---------------


                                                       EXECUTIVE:

                                                              /s/ Larry Greybill
                                                                  Larry Greybill

                                                        DATE:    JANUARY 7, 2000
                                                                 ---------------