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                                                                   EXHIBIT 10.14
 
I, Barry Krantz, agree to provide consulting services subject to the following
terms of understanding:

1.   I am an "at will" consultant. The company can elect to stop using my
     services at any time, without further obligation, and I can advise the
     company at any time of my desire to end this relationship. As a courtesy,
     both parties do agree to provide two weeks notice of any desire to
     terminate this relationship.

2.   I will be paid at the rate of $200 per hour. I will submit an invoice for
     my services monthly, with that invoice due to the company by the tenth of
     the following month, and payment due to me within ten days of submitting
     the invoice.

          a)   travel time will be billed at 50% of the time spent, unless I
               was working while travelling, in which case it will be billed at
               100% (i.e. on last week's flight to Las Vegas, I worked on the
               plane on the way there, preparing for my meeting, so I'll bill
               the time at 100%. I read the paper on the return flight, so I'll
               bill that time at 50%).

          b)   if my lunches are working lunches, I'll bill my time at 100%. If
               my lunch is merely a break from work, I will not charge for that
               time at all.

3.   I'll bill my expenses at cost. All travel related expenses will be pre-
     approved. I'll submit expense reports monthly, concurrent with my
     consulting invoice, and all expenses will be fully documented.
     Reimbursement for expenses will be due to me within ten days of submission.

          a)   my requests for reimbursement of my telephone expenses (use of my
               personal telephone lines for calls related to my consulting
               assignment) will be submitted with a one month lag, so I can use
               my monthly phone bills as a record from which to base my
               submission.

          b)   I am authorized to stay at the Red Lion Hotel when I choose, if
               my consulting activities involve my spending consecutive days at
               the company headquarters. When possible, room charges will be
               direct billed from the Red Lion to the company. If and when
               direct billing doesn't occur, I'll pay the hotel and submit the
               expense for reimbursement as part of that month's expense report.

4.   My consulting services and expenses will be invoiced to and guaranteed by
     CFI-PTY, Ltd.

 
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Continued
 
5.   The company understands that my consulting services will begin on December
     1, 1996 and will involve approximately 3 days per week of my time. The
     company also understands that there will be several blocks of time (i.e.
     12/18/96 - 12/31/96 and 2/15/97 - 3/16/97) where I have other commitments
     that will preclude my spending any time at all (or very little) on this
     consulting assignment.
 
Agreed to on December 17, 1996 by:
 

/s/ Barry Krantz                                      for Krantz Consulting
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Barry Krantz 

/s/ Kevin W. Perkins                                  for CFI=PTY, Ltd.
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Kevin W. Perkins