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                                  CCI GROUP, INC.
                                          
                                EMPLOYMENT AGREEMENT
                                          

This Employment Agreement (the "Agreement") is made and entered into effective
as of the 1st day of January 1998 by and between CCI Group, Inc. (the "Company")
and Robert Nichols (the "Employee").


RECITALS

The Company desires to employ the Employee, and the Employee desires to be
employed by the Company, upon the terms and conditions set forth in this
Agreement.


                                     AGREEMENT
                                          
                                          
NOW THEREFORE, the parties agree as follows:


                      ARTICLE 1  EMPLOYMENT, TERMS AND DUTIES

1.1  TERM.  The Company agrees to employ the Employee and Employee hereby
     accepts such employment, in accordance with the terms of this Agreement,
     for a period of five (5) years commencing on January 1, 1998, unless the
     Agreement is earlier terminated as provided herein.

1.2  SERVICES AND EXCLUSIVITY OF SERVICES. So long as this Agreement shall
     continue in effect, Employee shall devote Employee's full business time,
     energy and ability exclusively to the business, affairs and interests of
     the Company and matters related thereto; shall use Employee's best efforts
     and abilities to promote the Company's interests; and shall perform the
     services contemplated by this Agreement in accordance with policies
     established by and under the direction of the Board of Directors of the
     Company (the "Board").  Without the prior express written authorization of
     the Board, Employee shall not, directly or indirectly, during the term of
     this Agreement:  (a) render services to any other person or firm for
     compensation, or (b) engage in any activity competitive with or adverse to
     the Company's business, whether alone, as a partner, officer, director,
     employee or significant investor of or in any other entity.  (An investment
     of greater than 5% of the outstanding capital or equity securities of an
     entity shall be deemed significant for these purposes).

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1.3  DUTIES AND RESPONSIBILITIES. During the term of this Agreement, Employee
     shall serve as Chief Executive Officer of the Company; shall discharge the
     obligations and responsibilities normally associated with such office; and
     shall use his best efforts to promote the interests of the Company and
     refrain from acts which may adversely affect the reputation or business of
     the Company.

1.4  RETURN OF PROPRIETARY PROPERTY. The Employee agrees that all property in
     the Employee's possession belonging to the Company, including without
     limitation, all documents, reports, manuals, memoranda, computer
     print-outs, customer lists, credit cards, keys, identification, products,
     access cards and all other property relating in any way to the business of
     the Company is the exclusive property of the Company, even if the Employee
     authored, created or assisted in authoring or creating, such property.  The
     Employee shall return to the Company all such documents (and copies and
     summaries thereof) and property immediately upon termination of employment
     or at any time upon the request of the Company.

                         ARTICLE 2. COMPENSATION AND BENEFITS

2.1  BASE SALARY. During the term of this Agreement, the Company will pay the
     Employee a base salary at the rate of One Hundred Thousand Dollars
     ($100,000) per year (the "Base Salary") commencing on January 1, 1998,
     payable in accordance with the Company' s usual payroll practice.

2.2  QUARTERLY BONUS. Employee shall be entitled to a bonus determined in
     accordance with the following provisions: For purposes of this Section,
     Employee's base bonus shall be $50,000 (the "Base Bonus").  The term
     "Quarterly Bonus" shall mean 25% of the Base Bonus, or $12,500.  Commencing
     with the quarter ending March 31, 1998 and for each of the quarterly
     periods thereafter through and including December 31, 1998, the Employee
     shall be entitled to receive on the last business day of each quarter a
     payment equal to 50% of his Quarterly Bonus (the "Quarterly Base Bonus") 
     If the Company attains 100% of the profitability levels set forth in the
     annual projections attached as Exhibit A hereto for the year ended December
     31, 1998 (the "Profit Target"), then Employee shall be entitled to receive,
     no later than 90 days after the end of the year, the difference between the
     aggregate amount of Quarterly Base Bonuses previously paid to Employee and
     the Base Bonus (the "Year-End Bonus"); provided, however, that if the
     Company attains less than 100% but more than or equal to 70% of the Profit
     Target for such year, then Employee shall only be entitled to receive a
     Year-End Bonus equal to the amount that results from subtracting (1)

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     the Quarterly Base Bonus amounts previously paid to Employee from (2) the
     amount that results from multiplying (a) the percentage of the Profit
     Targets actually attained by (b) the Base Bonus; and provided further,
     however, that in the event that the Company attains more than 100% of its
     Profit Target for such year, then the Employee shall be entitled to receive
     a Year-End Bonus equal to the amount that results from subtracting (1) the
     Quarterly Base Bonus amounts previously paid to Employee from (2) the
     amount that results from multiplying (a) the percentage of the Profit
     Targets actually attained (but in no event shall such percentage exceed
     120%) by (b) the Base Bonus.  The Quarterly Base Bonus and Year-End Bonus
     for each year subsequent to December 31, 1998 shall be paid in accordance
     with the foregoing provision and shall be determined based upon the Profit
     Targets set forth on Exhibit A hereto, or as otherwise agreed to between
     the Company and Employee.  The determination of whether a Profit Target has
     been met for any particular year shall be determined based upon the
     Company's final year end financial statements as approved and accepted by
     the Board of Directors of the Company and such determination shall be
     binding upon the Company and Employee.  

2.3  ADDITIONAL BENEFITS. Employee shall also be entitled to all rights and
     benefits for which Employee is eligible under the Company's 401(k) plan,
     life, medical, dental, disability or insurance plan, in effect from time to
     time, and that the Company generally provides to its senior level
     executives from time to time. 

2.4  PERIODIC REVIEW. The Board shall review Employee's Base Salary and benefits
     then being paid to Employee and Employees performance not less frequently
     than every twelve (12) months.  Following such review, the Company may in
     its discretion increase (but shall not be required to increase) the Base
     Salary and any other benefits.

2.5  VACATION. The Employee shall be entitled to three (3) weeks paid vacation
     each year during the term of this Agreement.

2.6  OVERALL QUALIFICATION. The Company reserves the right to modify, suspend or
     discontinue any and all benefits at any time (whether before or after
     termination of employment) without notice to or recourse by Employee so
     long as such action is taken generally with respect to other similarly
     situated persons and does not single out Employee.

2.7  LONG TERM INCENTIVE OPTIONS. Concurrently with the execution hereof,
     Javelin Systems, Inc.("Javelin") will grant an option to Employee under the
     Javelin's Equity Incentive Plan to purchase 5,000 shares of Javelin's
     common stock at a price equal to the market value of the common stock at
     the date of grant (the "Option").  The Option shall be exercisable at the
     times, in the amounts and upon the terms and conditions set forth in the
     Option Agreement attached as Exhibit B hereto.

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                               ARTICLE 3. TERMINATION
                                          
3.1  This Agreement and all obligations hereunder (except the obligations
     contained in Article 5, which shall survive any termination hereunder)
     shall terminate upon the earliest to occur of any of the following:

          (a)  EXPIRATION OF TERM; RESIGNATION. The expiration of the term
               provided for in Section 1.1 or the voluntary termination or
               resignation by Employee or retirement from the Company in
               accordance with the normal retirement policies of the Company or
               the mutual agreement of the Company and Employee.  In the event
               of any termination under this Section 3.1(a), Employee will not
               be entitled to receive any further payments or benefits from the
               Company and the Company shall be released from any and all
               obligations under this Agreement.

          (b)  DEATH OR DISABILITY OF THE EMPLOYEE. The death or any illness,
               disability or other incapacity of Employee that results in
               Employee being unable to perform Employee's duties with the
               Company on a full-time basis for a period of three (3)
               consecutive months, or for shorter periods aggregating 90 or more
               days in any twelve (12)-month period with or without
               accommodation.  If Employee shall become ill, disabled or
               incapacitated as set forth above, Employee's employment may be
               terminated by written notice from the Company to Employee.

          (c)  FOR CAUSE. The Company may by delivering written notice to
               Employee terminate Employee's employment and all of the
               Employee's rights to receive Base Salary, Annual Bonus and any
               benefits hereunder for cause.  Such written notice shall be
               effective upon delivery to Employee.  For purposes of this
               Agreement, the term "cause" shall be defined as any of the
               following:

                    (i)  Employee's material breach of any of the duties and
                         responsibilities under this Agreement ( other than as a
                         result of illness, incapacity or disability) or
                         engaging in any activities competitive with or
                         injurious to the Company, in either case in the good
                         faith reasonable judgment of the Board of Directors;

                    (ii) Employee's conviction by, or entry of a plea of guilty
                         or nolo contendre in, a court of competent and final
                         jurisdiction for a felony or a misdemeanor involving
                         moral turpitude (other than minor traffic violations or
                         similar offenses);

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                   (iii) Employee's commission of an act of fraud upon the
                         Company or personal dishonesty, or willful misconduct;
                         or 

                    (iv) Employee's willful failure or refusal to perform
                         Employee's duties or responsibilities under this
                         Agreement or Employee's material violation of any duty
                         of loyalty to the Company or a breach of Employee's
                         fiduciary duty involving personal profit.

                         In the event Employee's employment is terminated  at
                         any time with cause, Employee will not be entitled
                         to any further payments or benefits from the Company 
                         and the Company shall be immediately released from any 
                         and all obligations under this Agreement.

          (d)  WITHOUT CAUSE. Notwithstanding any other provision of this
               Section 3.1, the Company shall have the right to terminate
               Employee's employment with the Company without cause at any time.
               If Employee is so terminated without cause, then the Company
               shall pay to the Employee, within thirty (30) days after the date
               of such termination, a lump sum equal to the Employee's annual
               Base Salary in lieu of all rights of Employee hereunder,
               including, without limitation, any rights to Annual Bonus and to
               benefits hereunder, all of which shall terminate upon the payment
               of such lump sum.  The Company agrees, however, that
               notwithstanding anything to the contrary in the preceding
               sentence, the rights of Employee under the Option Agreement
               attached as Exhibit B hereto shall remain in effect and such
               rights may be exercised by Employee in accordance with the terms
               of the Option Agreement.

          (e)  TERMINATION OF EMPLOYMENT AFTER A CHANGE OF CONTROL.  In the
               event of a voluntary termination of employment with the Company
               by the Employee within ninety (90) days following a Change of
               Control (as hereafter defined), Employee shall be entitled to
               receive, within thirty (30) days of such termination, a lump sum
               equal to Employee's annual Base Salary in lieu of all rights of
               Employee hereunder, including, without limitation, any rights to
               Annual Bonus and to benefits hereunder, all of which shall
               terminate upon the payment of such lump sum.  The Company agrees,
               however, that notwithstanding anything to the contrary in the
               preceding sentence, the rights of Employee under the Option
               Agreement attached as Exhibit B hereto shall remain in effect and

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               such rights may be exercised by Employee in accordance with the
               terms of the Option Agreement.  As used in this Section 3.1(e),
               "Change of Control" shall mean the acquisition by an Unrelated
               Party (as hereafter defined) of sufficient voting stock of the
               Company's parent, Javelin Systems, Inc. ("Javelin"), to enable
               such Unrelated Party to effect a change in the majority of the
               Board of Directors of Javelin; provided that the sale or
               acquisition of shares of voting stock in a registered public
               offering and the sale or acquisition of shares of voting stock in
               connection with normal trading activities shall not constitute a
               Change of Control.  As used in this Section 3.1(e), "Unrelated
               Party" shall mean any individual, corporation, partnership or
               other entity, or any group of such entities acting in concert,
               other than Richard Stack.

3.2  EXCLUSIVE REMEDY. Employee agrees that the payments expressly provided and
contemplated by Section 3 of this Agreement shall constitute the sole and
exclusive obligation of the Company in respect of employee's  employment with
and relationship to the Company and that the payment thereof shall be the sole
and exclusive remedy for any termination of Employee's employment. 


                                          
                            ARTICLE 4. BUSINESS EXPENSES
                                          
4.1. BUSINESS EXPENSES. During the term of this Agreement, to the extent that
such expenditures satisfy the criteria under the Internal Revenue Code for
deductibility for federal income tax purposes as ordinary and necessary business
expenses, the Company shall reimburse Employee promptly for reasonable business
expenditures, including travel, entertainment and parking, made and
substantiated in accordance with policies, practices and procedures established
from time to time by the Company and incurred in the pursuit and furtherance of
the Company's business and goodwill.


                       ARTICLE 5. CONFIDENTIAL INFORMATION; 
                             NON COMPETITION AGREEMENT

5.1  CONFIDENTIALITY. Employee agrees to be bound by the provisions of the
     Employee Proprietary Information and Inventions Agreement ("Proprietary
     Information Agreement") attached hereto as Exhibit A.

5.2. COVENANT NOT TO COMPETE. Employee acknowledges and agrees that the
     Company's reputation and goodwill are an integral part of the business
     success throughout the areas where the Company conducts its business.  In
     consideration and recognition of the fact that Employee's position involves
     fiduciary responsibility to the Company and access to the Company's
     confidential proprietary information, Employee agrees 

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     that Employee shall not, without the Company's prior written consent, 
     directly or indirectly own, manage, operate, join, control or 
     participate in the ownership, management, operation or control of, or be 
     connected as a director, officer, employee, partner, consultant or 
     otherwise with, any business or organization anywhere in the United 
     States, which directly or indirectly, competes with the businesses of 
     the Company or Javelin, as presently conducted or proposed to be 
     conducted; provided, however that ownership of an equity interest in any 
     business or organization constituting less than one percent (1%) of the 
     outstanding equity interest of such business or organization shall not 
     constitute a breach of this Section.  This Section 5.2 shall survive for 
     a period of two (2) years from the date of termination of this 
     Agreement.  In the event the covenant in this Section 5.2 shall be 
     determined by any court of competent jurisdiction to be unenforceable by 
     reason of its extending for too great a period of time or over too great 
     a geographical area or by reason of its being too extensive in any other 
     respect, it shall be interpreted to extend only over the maximum period 
     of time for which it may be enforceable, and/or over the maximum 
     geographical area as to which it may be enforceable and/or to the 
     maximum extent in all other respects as to which it may be enforceable, 
     all as determined by such court in such action.

5.3  SOLICITATION OF EMPLOYEES. In consideration and recognition of the fact
     that Employee's position with the Company is an executive position
     involving fiduciary responsibility to the Company and access to the
     Company's confidential, proprietary information, Employee agrees that
     Employee will not, directly or indirectly, solicit or take away any
     employees of the Company for employment by any enterprise that competes
     with, or is engaged in a substantially similar business to, the business of
     the Company or Javelin as presently conducted or proposed to be conducted. 
     This Section 5.3 shall survive for a period of two (2) years from the date
     of termination of this Agreement.

5.4  REPRESENTATION BY EMPLOYEE. Employee represents and warrants that Employee
     is under no restriction or disability by reason of any prior contract or
     otherwise which would prevent Employee from entering into and performing
     Employee's duties and obligations under this Agreement.


                           ARTICLE 6. DISPUTE RESOLUTION
                                          
6.1 DISPUTES SUBJECT TO ARBITRATION. To ensure rapid and economical resolution
of any disputes which may arise under this Agreement, Employee and the Company
hereby agree than any and all disputes or controversies, whether of law or fact
of any nature whatsoever arising from or regarding the interpretation,
performance, enforcement or breach of this Agreement (including, but not limited
to, all state and federal statutory and discrimination claims), with the sole
exception of those disputes which may arise from your Proprietary Information
and Inventions Agreement, shall be resolved by final and 

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binding arbitration conducted by an arbitrator in accordance with the rules 
and regulations of the American Arbitration Association; provided, however, 
that depositions will be conducted as follows:  each party may take no more 
than three depositions (pursuant to the Revised Missouri Statutes) with a 
maximum of six hours of examination per deposition.  All arbitration hearings 
will take place exclusively in Saint Louis, Missouri, and will be held no 
earlier than ninety (90) days after the arbitrator has been selected.  The 
arbitrator shall apply Missouri law and shall be able to decree any and all 
relief of an equitable nature, including, but not limited to such relief as a 
temporary restraining order, a preliminary injunction, a permanent 
injunction, or replevin of Employee's property.

6.7 ATTORNEYS FEES, COSTS AND EXPENSES. The prevailing party shall be entitled
to recover reasonable attorney fees, costs and expenses incurred in arbitration
from the non-prevailing party, including the cost of the arbitrator.


                              ARTICLE 7. MISCELLANEOUS
                                          
7.1 MODIFICATIONS. This Agreement supersedes all prior agreements and
understandings between the parties relating to the employment of the Employee by
the Company, and it may not be changed or terminated orally.  No modification,
termination, or attempted waiver of any other provisions of this Agreement will
be valid unless in writing signed by both parties hereto.

7.2 ENFORCEABILITY AND SEVERABILITY. If any term of this Agreement is deemed
void, voidable, invalid or unenforceable for any reason by an arbitrator or a
court of competent jurisdiction, such term will be deemed severable from all
other terms of this Agreement, which will continue in full force and effect.  In
the event that any term is held by an arbitrator or a court of competent
jurisdiction to over broad as written, the term will be deemed amended to narrow
its application to the extent necessary to make the term enforceable.

7.3 WITHHOLDING. To the extent required by any applicable law, including,
without limitation, any federal or state income tax or excise tax law or laws,
the Federal Insurance Contributions Act, the Federal Unemployment Tax Act or any
comparable federal, state or local laws, the Company retains the right to
withhold such portion of any amount or amounts payable to the Employee under
this Agreement as the Company deems necessary.

7.4 CAPTIONS. The various headings or captions in this Agreement are for
convenience only and shall not affect the meaning or interpretation of this
Agreement.

7.5 GOVERNING LAW. The validity, interpretation, construction, performance,
enforcement and remedies of or relating to this Agreement, and the rights and
obligations of the parties hereunder, shall be governed by the substantive laws
of the State of Missouri, and any 

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and every legal proceeding (other than arbitration proceedings conducted in 
accordance with Article 6 hereof) arising out of or in connection with this 
Agreement shall be brought in the appropriate courts of the State of 
Missouri, each of the parties hereby consenting to the exclusive jurisdiction 
of said courts for this purpose. 

7.6 SUCCESSION. This Agreement shall inure to the benefit of and be binding 
upon the Company and its successors and assigns and any such successor or 
assignee shall be deemed substituted for the Company under the terms of this 
Agreement for all purposes.  As used herein, "successor" and "assignee" shall 
include any person, firm, corporation or other business entity which at any 
time, whether by purchase, merger or otherwise, directly or indirectly 
acquires the stock of the Company or to which the Company assigns this 
Agreement by operation of law or otherwise.  The obligations and duties of 
Employee hereunder are personal and otherwise not assignable.  Employee's 
obligations and representations under this Agreement will survive the 
termination of Employee's employment, regardless of the manner of such 
termination.

7.7 WAIVERS. No failure on the part of either party to exercise, and no delay 
in exercising, any right or remedy hereunder shall operate as a waiver 
thereof, nor shall any single or partial exercise of any right or remedy 
hereunder preclude any other further exercise thereof or the exercise of any 
right or remedy granted hereby or by law.

7.8 INJUNCTIVE RELIEF. The Employee acknowledges and agrees that any breach 
or threatened breach of this Agreement or the Proprietary Information 
Agreement might cause irreparable harm to the Company and that in such case, 
the Company would have no adequate remedy at law.  In the event of a breach 
or threatened breach by the Employee of this Agreement or the Proprietary 
Information Agreement, the Company may, in addition to any other rights and 
remedies it may have pursuant to this Agreement, immediately seek any 
judicial action that the Company may deem necessary or appropriate, including 
without limitation, the obtaining of injunctive relief against the Employee 
without the necessity of posting a bond or other security and without 
prejudice to any other remedies which may be available to the Company at law 
or in equity.

7.9 ENTIRE AGREEMENT. This Agreement constitutes the entire understanding 
between the parties hereto with respect to the subject matter hereof and 
supersedes all prior or contemporaneous agreements or understandings, oral or 
written, between the parties hereto with respect to the subject matter hereof.

7.10 REPRESENTATION BY COUNSEL; INTERPRETATION. The Company and Employee each 
acknowledges that each party to this Agreement has been represented by 
counsel in connection with this Agreement and the matters contemplated by 
this Agreement.  Accordingly, any rule of law or any legal decision that 
would require interpretation of any claimed ambiguities in this Agreement 
against the party that drafted it has no application and is expressly waived. 
The provisions of this Agreement shall be interpreted in a reasonable manner 
to effect the intent of the parties.

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7.11 NOTICES. All notices, requests, demands or other communications under 
this Agreement shall be in writing and shall be validly given or made to 
another party if given by personal delivery, telex, facsimile, telegram, or 
if deposited in the United States mail, certified or registered, postage 
prepaid, return receipt requested.  If such notice, demand or other 
communication is given by personal delivery, telex, facsimile or telegram, 
service shall be conclusively deemed made at the time of receipt.  If such 
notice, demand or other communication is given by mail, such notice shall be 
conclusively deemed given forty-eight (48) hours after the deposit thereof in 
the United States mail addressed to the party to whom such notice, demand or 
other communication is to be given as hereinafter set forth:

If to Company:           13739 Rider Trail North
                         Earth City, Missouri 63045
                         Attention: Robert Nichols

If to Employee:          Robert Nichols
                         Include appropriate address

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

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY
THE PARTIES

"EMPLOYEE"                              "COMPANY"


----------------------                  CCI GROUP, Inc.
Robert Nichols      
Individually        
                                        By:  
                                             ------------------------
                                        Its: 
                                             -------------------------