ENTREMETRIX CORPORATION
                        RESTRICTED STOCK BONUS AGREEMENT

      THIS  ENTREMETRIX  CORPORATION  RESTRICTED  STOCK  BONUS  AGREEMENT  (this
"Agreement") is made this 28th day of October,  2004, by and between EntreMetrix
Corporation,  a Nevada  corporation  (the  "Company"),  and,  David  Mayhew,  an
individual  who is the recipient of an award of  restricted  common stock of the
Company (the "Recipient").

      All capitalized  terms in this Agreement shall have the meanings  assigned
to them in this Agreement, or in the attached Appendix.

1.    EXERCISE OF AWARD

      1.1 AWARD. The Company hereby awards to the Recipient 2,000,000 restricted
shares of the Company's Common Stock (the "Restricted Shares").

      1.2  CONSIDERATION.  The  consideration  received  by the  Company for the
Restricted Shares consisted of extraordinary  services rendered by the Recipient
to the Company and the continuing dedication of Recipient to the Company and its
business.  Concurrent  with the delivery of this  Agreement to the Company,  the
Recipient  shall deliver any additional  documents  required by the Company as a
condition for the Award.

      1.3 CONDITION OF AWARD. The Restricted Shares are subject to the following
vesting conditions:

      1,000,000 of the  Restricted  Shares shall vest upon  Recipient  achieving
sales by  December  31,  2005 of at least  $10,000,000  in gross  revenue to the
Company, and the remaining 1,000,000 Restricted Shares shall vest upon Recipient
achieving additional sales by December 31, 2005 of at least $10,000,000 in gross
revenue to the Company.  If Recipient  does not achieve  gross sales of at least
$10,000,000  by December  31, 2005,  then a pro rata  portion of the  Restricted
Shares  shall vest based upon the  following  formula:  $ amount of gross  sales
achieved by December 31,  2005/$10,000,000  X 1,000,000.  If Recipient  achieves
more than $10,000,000 in gross sales but less than $20,000,000 in gross sales by
December 31, 2005,  then a pro rata portion of the Restricted  Shares shall vest
based upon the following  formula:  $ amount of gross sales achieved by December
31, 2005/$20,000,000 X 1,000,000.

      All  calculations  relating to gross  sales and  revenue  shall be made in
accordance with U.S. GAAP.

      The  Company  shall  hold  the   Restricted   Shares  in  escrow   pending
satisfaction of the foregoing vesting conditions.  As the vesting conditions are
satisfied,  the vested Restricted Shares shall be released to the Recipient. All
Restricted   Shares  that  do  not  vest  as  of  December  31,  2005  shall  be
automatically  rescinded  and  cancelled  without  any  further  action  by  the
Recipient required.
<PAGE>

      1.4 SHAREHOLDER RIGHTS. The Recipient (or any successor in interest) shall
have all the rights of a shareholder (including voting, dividend and liquidation
rights) with respect to the Restricted Shares, subject, however, to the transfer
restrictions  of  Sections 2 and 3 below,  except to the  extent the  Restricted
Shares are rescinded and cancelled in accordance with Section 1.3.

2.    SECURITIES LAW COMPLIANCE

      2.1 RESTRICTED SECURITIES.  The Restricted Shares have not been registered
under  the  Securities  Act of 1933  (the  "Act")  and are  being  issued to the
Recipient in reliance upon one or more  exemptions  from  registration  provided
under  the Act.  The  Recipient  hereby  confirms  that the  Recipient  has been
informed that the Restricted Shares are restricted  securities under the Act and
may not be  resold  or  transferred  unless  the  Restricted  Shares  are  first
registered  under the federal  securities  laws or unless an exemption from such
registration is available.

      2.3 RESTRICTIVE  LEGENDS. The stock certificates for the Restricted Shares
shall be endorsed with one or more of the following restrictive legends:

            "The shares represented by this certificate have not been registered
            under the Securities Act of 1933, as amended.  The shares may not be
            sold or offered for sale or otherwise  transferred in the absence of
            (a) an effective  registration  statement  for the shares under such
            Act, or (b) an opinion of counsel of the Company  that  registration
            under such Act is not required with respect to such sale or offer."

            "The shares  represented by this  certificate are subject to certain
            restrictions  on  transfer,  a right of  first  refusal,  a  lock-up
            agreement,  and certain drag-along rights granted to the Company and
            accordingly may not be sold, assigned,  transferred,  encumbered, or
            in any manner disposed of except in conformity with the terms of the
            Restricted  Stock  Bonus  Agreement  between  the  Company  and  the
            registered  holder of the shares (or the  predecessor in interest to
            the shares). A copy of such agreement is maintained at the Company's
            principal corporate offices."

      2.4 INVESTMENT REPRESENTATIONS.

            The Recipient hereby makes all of the  representations  set forth on
Exhibit B attached hereto, which are incorporated by reference herein.

3.    TRANSFER RESTRICTIONS

      3.1  RESTRICTION  ON  TRANSFER.   The  Restricted   Shares  shall  not  be
transferred,  assigned,  encumbered or otherwise disposed of in contravention of
the First Refusal  Right,  the Market  Stand-Off,  the  Drag-Along  Right or the
Lock-Up  Agreement.   Unvested  Restricted  Shares  shall  not  be  transferred,
encumbered  or  otherwise  disposed  of in any manner  whatsoever.  The  Company
reserves the right to refuse any transfers that are not made in accordance  with
this Agreement.


                                       2
<PAGE>

      3.2 TRANSFEREE  OBLIGATIONS.  Each person (other than the Company) to whom
the  Restricted  Shares are  transferred  by means of a  Permitted  Transfer  or
transfer in a private  sale made  pursuant  to an  exemption  from  registration
requirements  must, as a condition  precedent to the validity of such  transfer,
acknowledge  in  writing  to the  Company  that  such  person  is  bound  by the
provisions of this Agreement and that the transferred  shares are subject to the
First Refusal Right, the Market Stand-Off,  the Drag-Along Right and the Lock-Up
Agreement, to the same extent such shares would be so subject if retained by the
Recipient.

      3.3 MARKET  STAND-OFF.  In connection with any registration by the Company
of its  equity  securities  (except  on Form S-8 or S-4 or any  successor  forms
thereto),  the  Recipient  shall  not  sell,  make  any  short  sale  of,  loan,
hypothecate,  pledge, grant any option for the purchase of, or otherwise dispose
of or transfer  for value or otherwise  agree to engage in any of the  foregoing
transactions  with respect to, any  Restricted  Shares without the prior written
consent of the  Company  or its  underwriters.  Such  restriction  (the  "Market
Stand-Off")  shall be in  effect  for such  period  of time  from and  after the
effective  date of the final  prospectus for the offering as may be requested by
the Company or such underwriters. In no event, however, shall such period exceed
one  hundred  eighty  (180)  days and the Market  Stand-Off  shall in all events
terminate five (5) years after the date of this Agreement.  Any new, substituted
or  additional  securities  which  are  by  reason  of any  Recapitalization  or
Reorganization  distributed  with  respect  to the  Restricted  Shares  shall be
immediately  subject to the Market Stand-Off,  to the same extent the Restricted
Shares are at such time  covered  by such  provisions.  In order to enforce  the
Market Stand-Off, the Company may impose stop-transfer instructions with respect
to the Restricted Shares until the end of the applicable stand-off period.

4.    RIGHT OF FIRST REFUSAL

      4.1 GRANT.  The Company is hereby  granted the right of first refusal (the
"First Refusal Right"),  exercisable in connection with any proposed transfer of
the  Restricted  Shares  except open market  sales made in  accordance  with the
Lock-Up Agreement and applicable  federal  securities laws. For purposes of this
Section, the term "transfer" shall include any private sale, assignment, pledge,
encumbrance or other disposition of the Restricted Shares intended to be made by
the Recipient,  but shall not include any Permitted  Transfer or any open market
sale made in accordance with the Lock-Up Agreement.

      4.2 NOTICE OF INTENDED DISPOSITION.  In the event the Recipient desires to
accept a bona fide  third-party  offer for the transfer in a private sale of any
or all of the Restricted  Shares (the Restricted Shares subject to such offer to
be hereinafter referred to as the "Target Shares"), the Recipient shall promptly
(i) deliver to the Company  written  notice  (the  "Disposition  Notice") of the
terms of the  offer,  including  the  purchase  price  and the  identity  of the
third-party offeror, and (ii) provide satisfactory proof that the disposition of
the Target Shares to such  third-party  offeror would not be in contravention of
the  provisions set forth in Sections 2 and 3. The transfer of such shares shall
not occur  unless the  transferee  agrees in writing to be bound by the terms of
this Agreement,  including,  without  limitation,  the First Refusal Right,  the
Market Stand-Off, the Drag-Along Right and the Lock-Up Agreement.


                                       3
<PAGE>

      4.3 EXERCISE OF THE FIRST REFUSAL RIGHT.  The Company shall,  for a period
of twenty-five (25) days following receipt of the Disposition  Notice,  have the
right to repurchase any or all of the Target Shares  subject to the  Disposition
Notice upon the same terms as those  specified  therein or upon such other terms
(not materially  different from those  specified in the  Disposition  Notice) to
which the Recipient consents, except that the Company shall in any case have the
right to elect the  payment  method  provided  in Section 6. Such right shall be
exercisable  by  delivery  of written  notice  (the  "Exercise  Notice")  to the
Recipient prior to the expiration of the twenty-five  (25) day exercise  period.
If such right is  exercised  with  respect to all the  Target  Shares,  then the
Company  shall effect the  repurchase of such shares,  including  payment of the
purchase  price,  subject to the  provisions of Section 6, not more than fifteen
(15) business days after delivery of the Exercise  Notice,  and at such time the
certificates  representing  the Target Shares shall be delivered to the Company.
If the purchase price  specified in the  Disposition  Notice is to be payable in
property  other  than  cash  or  evidences  of  indebtedness,  and  there  is no
immediately  ascertainable market value of such property, then the value of such
property shall be deemed to be zero.

      4.4  NON-EXERCISE  OF THE FIRST REFUSAL  RIGHT.  In the event the Exercise
Notice is not given to the Recipient  prior to the expiration of the twenty-five
(25) day exercise period,  the Recipient shall have a period of thirty (30) days
thereafter  in which to sell or  otherwise  dispose of the Target  Shares to the
third-party  offeror  identified in the Disposition Notice upon terms (including
the purchase  price) no more  favorable to such  third-party  offeror than those
specified in the Disposition Notice;  provided,  however,  that any such sale or
disposition  must not be effected in contravention of the provisions of Sections
2 and 3. In the event the Recipient  does not effect such sale or disposition of
the Target Shares within the specified thirty (30) day period, the First Refusal
Right shall  continue to be  applicable  to any  subsequent  disposition  of the
Target Shares by the Recipient until such right lapses.

      4.5 PARTIAL  EXERCISE OF THE FIRST REFUSAL RIGHT. In the event the Company
makes a timely  exercise of the First  Refusal  Right with respect to a portion,
but not all, of the Target  Shares  specified  in the  Disposition  Notice,  the
Recipient  shall have the option,  exercisable  by written notice to the Company
delivered  within five (5) business  days after the  Recipient's  receipt of the
Exercise  Notice,  to effect the sale of the balance of the Target Shares to the
third-party  offeror  identified in the Disposition  Notice,  in full compliance
with the  requirements  of Section  4.4, as if the Company did not  exercise the
First Refusal Right.

      4.6  RECAPITALIZATION/REORGANIZATION.  Any new,  substituted or additional
securities  or  other  property  which  is by  reason  of  any  Recapitalization
distributed with respect to the Restricted  Shares shall be immediately  subject
to the First Refusal Right, but only to the extent the Restricted  Shares are at
the time  covered by such  right.  In the event of a  Reorganization,  the First
Refusal  Right shall  remain in full force and effect and shall apply to the new
capital stock or other property  received in exchange for the Restricted  Shares
in  consummation  of the  Reorganization,  but only to the extent the Restricted
Shares are at the time covered by such right.


                                       4
<PAGE>

5.    LOCK-UP AGREEMENT

      Subject to Section 3.3, with respect to the Restricted  Shares,  Recipient
shall not sell in an open  market or  brokered  transaction  during  any  30-day
period more than 15% of the total trading  volume of the Company's  common stock
reported by Bloomberg L.P. for the calendar  month  preceding the calendar month
in which such sale(s) shall occur (the "Lock-Up Agreement").

6.    PAYMENT METHOD

      At the election of the Company, the Company may pay the purchase price for
shares to be  purchased  pursuant to Section 4.2 to  Recipient  (or  Recipient's
estate)  with at least 10% down in cash with the balance of the  purchase  price
payable in equal monthly  installments  (principal  plus interest) in accordance
with the terms of a promissory note payable to the order of Recipient  amortized
over 36 months  bearing  simple  interest at the then  existing  Bank of America
prime interest rate plus 1% per annum,  with full privilege of prepayment of all
or any  part  of the  principal  at any  time  without  penalty  or  bonus.  The
promissory note shall provide that if a default  occurs,  at the election of the
holder the entire sum of principal  and  interest  will  immediately  be due and
payable and that the Company shall pay reasonable  attorneys' fees to the holder
if suit is commenced because of default. The promissory note shall be secured by
a pledge of all the  shares  being  purchased  in the  transaction  to which the
promissory  note  relates.  As long as no  default  occurs  in  payments  on the
promissory note, the Company shall be entitled to vote the shares;  however, any
dividends shall be paid to the holder of the note as a prepayment of principal.

7.    DRAG-ALONG RIGHT

      In the event of the  occurrence  of a Corporate  Transaction,  the Company
shall have the right to require the  Recipient  to sell,  transfer,  exchange or
otherwise dispose of the Restricted Shares as part of the Corporate Transaction,
notwithstanding  that the Recipient  did not approve the  Corporate  Transaction
and/or  did not  otherwise  consent  to the sale,  transfer,  exchange  or other
disposition  of  Recipient's  securities  in  accordance  with the  terms of the
Corporate Transaction (the "Drag-Along Right"). For purposes of facilitating the
obligation  to transfer set forth in this  Section 7, the  Company,  in its sole
discretion,  may require the  Recipient,  at the Company's  cost, to deliver the
share  certificates  representing  the  Restricted  Shares  with a  stock  power
executed  by the  Recipient  in blank,  to the  Secretary  of the Company or the
Company's designee,  to hold the Restricted Shares and the stock power in escrow
and to take all such actions and to effectuate  all transfers or releases as are
in  accordance  with the terms of this Section 7. The  Restricted  Shares may be
held in escrow so long as they are  subject to the terms of this  Section 7. The
Recipient  hereby  irrevocably  constitutes  and appoints  the  Secretary of the
Company,  with  full  power of  substitution,  as  Recipient's  true and  lawful
attorney to act as escrow holder for the Recipient  under this Section 7 and any
amendments to it. The power of attorney  hereby granted is irrevocable and shall
be deemed to be coupled with an interest,  and it shall survive the termination,
death,  disability,  or, if the Recipient is an entity,  the  dissolution of the
Recipient.


                                       5
<PAGE>

8.    LAPSE OF FIRST  REFUSAL  RIGHT,  MARKET  STAND-OFF,  DRAG-ALONG  RIGHT AND
      LOCK-UP AGREEMENT.

      The First Refusal Right,  the Drag-Along  Right,  the Market Stand-Off and
the Lock-Up Agreement shall lapse as to any Restricted Shares sold in accordance
with Section 5.

9.    GENERAL PROVISIONS

      9.1 ASSIGNMENT. The Company may assign any or all of its rights under this
Agreement  to any person or entity  selected  by the Board,  including  (without
limitation) one or more shareholders of the Company.

      9.2 NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Agreement or in the
Plan shall  confer upon the  Recipient  any right to continue in Service for any
period of specific  duration or interfere with or otherwise  restrict in any way
the rights of the Company (or any Parent or  Subsidiary  employing  or retaining
the Recipient) or of the Recipient,  which rights are hereby expressly  reserved
by each, to terminate the Recipient's  Service at any time for any reason,  with
or without cause.

      9.3 NOTICES. Unless otherwise specifically provided in this Agreement, all
notices,  demands,  requests,   consents,   approvals  or  other  communications
(collectively and severally called "Notices")  required or permitted to be given
hereunder,  or which are  given  with  respect  to this  Agreement,  shall be in
writing,  and shall be given by: (A)  personal  delivery  (which  form of Notice
shall be  deemed to have been  given  upon  delivery),  (B) by  telegraph  or by
private  airborne/overnight  delivery  service  (which  forms of Notice shall be
deemed to have been given upon confirmed  delivery by the delivery agency),  (C)
by electronic or facsimile or  telephonic  transmission,  provided the receiving
party has a compatible device or confirms receipt thereof (which forms of Notice
shall be  deemed  delivered  upon  confirmed  transmission  or  confirmation  of
receipt), or (D) by mailing in the United States mail by registered or certified
mail, return receipt requested,  postage prepaid (which forms of Notice shall be
deemed to have been given upon the fifth {5th}  business day  following the date
mailed).  Notices  shall be addressed to the address set forth in the  signature
page of this  Agreement,  or to such other address as the receiving  party shall
have  specified  most recently by like Notice,  with a copy to the other parties
hereto.

      9.4 NO WAIVER.  The failure of the Company in any instance to exercise the
First Refusal Right,  or the  Drag-Along  Right shall not constitute a waiver of
any such  rights  that may  subsequently  arise  under  the  provisions  of this
Agreement or any other agreement between the Company and Recipient. No waiver of
any breach or condition of this Agreement  shall be deemed to be a waiver of any
other or subsequent breach or condition, whether of like or different nature.

      9.5  CANCELLATION OF SHARES.  If the Company shall make available,  at the
time and  place and in the  amount  and form  provided  in this  Agreement,  the
consideration for the Restricted Shares to be repurchased in accordance with the
provisions  of this  Agreement,  then from and after such time,  the person from
whom such  shares  are to be  repurchased  shall no longer  have any rights as a
holder  of such  shares  (other  than  the  right  to  receive  payment  of such
consideration  in accordance with this  Agreement).  Such shares shall be deemed
purchased in accordance with the applicable  provisions  hereof, and the Company
shall be  deemed  the  owner  and  holder  of such  shares,  whether  or not the
certificates therefor have been delivered as required by this Agreement.


                                        6
<PAGE>

10.   MISCELLANEOUS PROVISIONS

      10.1 RECIPIENT  UNDERTAKING.  The Recipient hereby agrees to take whatever
additional action and execute whatever additional documents the Company may deem
necessary  or  advisable  in  order to carry  out or  effect  one or more of the
obligations  or  restrictions  imposed on either the Recipient or the Restricted
Shares pursuant to the provisions of this Agreement.

      10.2 AGREEMENT IS ENTIRE CONTRACT.  This Agreement  constitutes the entire
contract between the parties hereto with regard to the subject matter hereof.

      10.3 GOVERNING LAW. This Agreement  shall be governed by, and construed in
accordance  with, the laws of the State of Nevada without resort to that state's
conflict-of-laws rules.

      10.4 COUNTERPARTS. This Agreement may be executed in counterparts, each of
which  shall  be  deemed  to be an  original,  but all of which  together  shall
constitute one and the same instrument.

      10.5 SUCCESSORS AND ASSIGNS.  The provisions of this Agreement shall inure
to the benefit of, and be binding  upon,  the  Company  and its  successors  and
assigns and upon the Recipient,  the Recipient's permitted assigns and the legal
representatives,  heirs and legatees of the Recipient's  estate,  whether or not
any such person shall have become a party to this  Agreement  and have agreed in
writing to join herein and be bound by the terms hereof.

                            [SIGNATURE PAGE FOLLOWS]


                                       7
<PAGE>

      IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the day
and year first indicated above.

                                   ENTREMETRIX CORPORATION, a Nevada corporation


                                   By:
                                      ------------------------------------------

                                   Name:
                                        ----------------------------------------

                                   Title:
                                         ---------------------------------------

                                   RECIPIENT


                                   ---------------------------------------------
                                   David Mayhew

                                   Address:
                                           -------------------------------------

                                   ---------------------------------------------

                                   ---------------------------------------------


                                       8
<PAGE>

                                    EXHIBIT A

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

            FOR VALUE RECEIVED ___________________ hereby sell(s), assign(s) and
transfer(s) unto EntreMetrix Corporation,  a Nevada Corporation (the "Company"),
_____________  (_____) shares of the Common Stock of the Company standing in his
or her  name  on the  books  of  the  Company  represented  by  Certificate  No.
___________  herewith  and do(es)  hereby  irrevocably  constitute  and  appoint
______________  Attorney to transfer  the said stock on the books of the Company
with full power of substitution in the premises.

Dated:
      --------------------


                                     Signature
                                              ----------------------------------
                                              David Mayhew


Witness
        ------------------------------------------------------

INSTRUCTION:  Please do not fill in any blanks  other than the  signature  line.
Please  sign  exactly as you would like your name to appear on the issued  stock
certificate. The purpose of this assignment is to enable the Company to exercise
the  Drag-Along  Right without  requiring  additional  signatures on the part of
Recipient.


                                       9
<PAGE>

                                    EXHIBIT B

                       INVESTMENT REPRESENTATION STATEMENT

     In connection with the purchase of the Restricted Shares, I, the
undersigned Recipient, represent to the Company as follows:

1.    The  Company  May Rely on These  Representations.  I  understand  that the
      Company's  sale of the  shares  to me has not been  registered  under  the
      Securities Act of 1933, as amended, because the Company believes,  relying
      in part on my  representations  in this  document,  that an exemption from
      such  registration  requirement  is available  for such sale. I understand
      that the availability of this exemption depends upon the representations I
      am making to the Company in this document being true and correct.

2.    I am Purchasing  for  Investment.  I am  purchasing  the shares solely for
      investment purposes, and not for further distribution. My entire legal and
      beneficial  ownership  interest in the shares is being purchased and shall
      be held solely for my  account,  except to the extent I intend to hold the
      shares  jointly with my spouse.  I am not a party to, and do not presently
      intend to enter into,  any  contract or other  arrangement  with any other
      person or entity  involving the resale,  transfer,  grant of participation
      with respect to or other  distribution of any of the shares. My investment
      intent is not limited to my present  intention  to hold the shares for the
      minimum capital gains period specified under any applicable tax law, for a
      deferred sale, for a specified increase or decrease in the market price of
      the shares, or for any other fixed period in the future.

3.    I Can Protect My Own  Interests.  I can  properly  evaluate the merits and
      risks of an  investment  in the shares and can protect my own interests in
      this regard, whether by reason of my own business and financial expertise,
      the business and  financial  expertise  of certain  professional  advisors
      unaffiliated  with  the  Company  with  whom  I  have  consulted,   or  my
      preexisting  business or personal  relationship with the Company or any of
      its officers, directors or controlling persons.

4.    I am Informed About the Company.  I am sufficiently aware of the Company's
      business  affairs  and  financial  condition  to  reach  an  informed  and
      knowledgeable  decision to acquire the shares.  I have had  opportunity to
      discuss the plans,  operations and financial condition of the Company with
      its  officers,  directors or  controlling  persons,  and have received all
      information I deem  appropriate for assessing the risk of an investment in
      the shares.

5.    I Recognize  My Economic  Risk.  I realize that the purchase of the shares
      involves a high degree of risk,  and that the Company's  future  prospects
      are uncertain.  I am able to hold the shares indefinitely if required, and
      am able to bear the loss of my entire investment in the shares.

6.    I am Familiar With Rule 144. I am familiar with Rule 144 adopted under the
      Securities Act, which in some circumstances permits limited public resales
      of "restricted  securities"  like the shares  acquired from an issuer in a
      non-public offering. I understand that my ability to sell the shares under
      Rule 144 in the future is  uncertain,  and will depend  upon,  among other
      things:  (i) the availability of certain current public  information about
      the  Company;  (ii) the  resale  occurring  more  than  one year  after my
      purchase and full payment (within the meaning of Rule 144) for the shares;
      and (iii) if I am an affiliate of the Company,  or a non-affiliate who has
      held the shares less than two years after my  purchase  and full  payment:
      (A) the sale  being  made  through  a broker in an  unsolicited  "broker's
      transaction" or in transactions directly with a market maker, as said term
      is defined under the Securities Exchange Act of 1934, as amended,  (B) the
      amount of shares  being sold during any three month  period not  exceeding
      the specified  limitations  stated in Rule 144, and (C) timely filing of a
      notice of proposed sale on Form 144, if applicable.


                                       10
<PAGE>

7.    I Know Rule 144 May Never be Available. I understand that the requirements
      of Rule 144 may never be met, and that the shares may never be saleable. I
      further  understand that at the time I wish to sell the shares,  there may
      be no public  market  for the  Company's  stock  upon which to make such a
      sale, or the current public  information  requirements of Rule 144 may not
      be  satisfied,  either of which would  preclude me from selling the shares
      under  Rule 144  even if the  one-year  minimum  holding  period  had been
      satisfied.

8.    I Know I am Subject to Further  Restrictions on Resale.  I understand that
      in the event Rule 144 is not available to me, any future  proposed sale of
      any of the shares by me will not be possible  without  prior  registration
      under  the  Securities  Act,   compliance  with  some  other  registration
      exemption  (which may or may not be available),  or each of the following:
      (i) my  written  notice to the  Company  containing  detailed  information
      regarding the proposed sale, (ii) my providing an opinion of my counsel to
      the effect  that such sale will not  require  registration,  and (iii) the
      Company  notifying me in writing that its counsel concurs in such opinion.
      I  understand  that  neither the Company nor its counsel is  obligated  to
      provide me with any such opinion.  I understand  that although Rule 144 is
      not exclusive,  the Staff of the SEC has stated that persons  proposing to
      sell private placement  securities other than in a registered  offering or
      pursuant  to  Rule  144  will  have  a  substantial  burden  of  proof  in
      establishing  that an exemption  from  registration  is available for such
      offers or sales,  and that such persons and their  respective  brokers who
      participate in such transactions do so at their own risk.

9.    I Know I May Have Tax Liability Due to the Uncertain  Value of the Shares.
      I  understand  that the Board of Directors  believes its  valuation of the
      shares  represents a fair  appraisal  of their worth,  but that it remains
      possible that, with the benefit of hindsight, the Internal Revenue Service
      may  successfully  assert  that the value of the  shares on the date of my
      purchase is substantially greater than the Board's appraisal. I understand
      that  any  additional  value  ascribed  to  the  shares  by  such  an  IRS
      determination  may  constitute  ordinary  income to me as of the  purchase
      date, and that any  additional  taxes and interest due as a result will be
      my sole  responsibility  payable only by me, and that the Company need not
      and will not reimburse me for that tax liability.


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<PAGE>

10.   Agreement.  By signing  below, I acknowledge my agreement with each of the
      statements contained in this Investment Representation Statement as of the
      date first set forth above,  and my intent for the Company to rely on such
      statements in issuing the shares to me.


                                             -----------------------------------
                                             David Mayhew


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<PAGE>

                                    APPENDIX

The following definitions shall be in effect under the Agreement:

      AGREEMENT shall mean this EntreMetrix  Corporation  Restricted Stock Bonus
Agreement.

      RESTRICTED  SHARES shall have the meaning assigned to such term in Section
1.l.

      BOARD shall mean the Company's Board of Directors.

      COMMON STOCK shall mean the Company's common stock.

      CORPORATE  TRANSACTION  shall  mean  either of the  following  shareholder
approved transactions:

            (i) a merger, consolidation or other transaction in which securities
possessing  more than fifty percent (50%) of the total combined  voting power of
the Company's  outstanding  securities  are  transferred  to a person or persons
different from the persons holding those  securities  immediately  prior to such
transaction, or

            (ii) the sale, transfer or other disposition of all or substantially
all of the  Company's  assets in  complete  liquidation  or  dissolution  of the
Company.

      DISPOSITION NOTICE shall have the meaning assigned to such term in Section
4.2.

      DRAG-ALONG  RIGHT shall have the meaning  assigned to such term in Section
7.

      EXERCISE  NOTICE  shall have the meaning  assigned to such term in Section
4.3.

      FAIR MARKET VALUE of a share of Common Stock on any relevant date shall be
determined  by the Board after taking into account such factors as it shall deem
appropriate.

      FIRST  REFUSAL  RIGHT  shall  mean the right  granted  to the  Company  in
accordance with Section 4.

      MARKET STAND-OFF shall mean the market stand-off  restriction specified in
Section 3.3.

      PARENT  shall mean any  company  (other  than the  Company) in an unbroken
chain of  companies  ending  with the  Company,  provided  each  company  in the
unbroken chain (other than the Company) owns, at the time of the  determination,
stock  possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other companies in such chain.

      PERMITTED TRANSFER shall mean (i) a gratuitous  transfer of the Restricted
Shares,  provided  and only if Recipient  obtains the  Company's  prior  written
consent to such  transfer,  (ii) a transfer  of title to the  Restricted  Shares
effected  pursuant  to  Recipient's  will or the  laws of  intestate  succession
following  Recipient's  death or (iii) a  transfer  to the  Company in pledge as
security for any purchase-money indebtedness incurred by Recipient in connection
with the acquisition of the Restricted Shares.


                                       13
<PAGE>

      RECAPITALIZATION   shall   mean   any   stock   split,   stock   dividend,
recapitalization,  combination  of shares,  exchange  of shares or other  change
affecting  the  Company's  outstanding  Common  Stock  as a  class  without  the
Company's receipt of consideration.

      REORGANIZATION shall mean any of the following transactions:

            (i) a merger  or  consolidation  in  which  the  Company  is not the
surviving entity,

            (ii) a sale,  transfer or other  disposition of all or substantially
all of the Company's assets,

            (iii) a reverse merger in which the Company is the surviving  entity
but in which the Company's  outstanding  voting  securities  are  transferred in
whole or in part to a person or persons different from the persons holding those
securities immediately prior to the merger, or

            (iv) any transaction effected primarily to change the state in which
the Company is incorporated or to create a holding company structure.

      SEC shall mean the Securities and Exchange Commission.

      SERVICE shall mean the Recipient's performance of services for the Company
(or any Parent or  Subsidiary)  in the capacity of an  employee,  subject to the
control and direction of the employer entity as to both the work to be performed
and the manner and method of performance,  a non-employee member of the Board of
Directors or an independent consultant.

      SUBSIDIARY  shall mean any company (other than the Company) in an unbroken
chain of companies beginning with the Company, provided each company (other than
the last company) in the unbroken chain owns, at the time of the  determination,
stock  possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other companies in such chain.

      TARGET SHARES shall have the meaning assigned to such term in Section 4.2.


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