Exhibit 10.4
                              EMPLOYMENT AGREEMENT

This AGREEMENT is made as of the 21st day of February, 2000, by and between
What's For Free Technologies, Inc. ("Company") and Michael C. Dillon
("Executive").

                                   WITNESSETH:

WHEREAS, the Company desires to have the full-time services of Executive as EVP
Marketing & Sales, and Executive desires to be so employed, and

WHEREAS, the Company and Executive desire to enter into an Employment Agreement
which shall supercede and rep1aee any and all oral and written contracts,
agreements, and understandings between the parties on the subject:

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and
conditions contained herein, and for other good and valuable consideration, the
Company and Executive agree as follows:

SECTION 1. EMPLOYMENT DUTIES AND EXCLUSIVE EMPLOYMENT

         1.1 DUTIES AND RESPONSIBILITIES. During the tern of this Agreement,
Executive shall be employed as the EVP Marketing and Sales. In that
capacity, Executive shall do and perform all duties, services, acts or things
necessary or advisable to manage and conduct the Marketing & Sales functions of
the Company, subject at all times to the Company's By-Laws and to the directions
and policies established by the Company's Board of Directors. Executive's duties
shall include but not be limited to the list of duties and to report to the
Chief Executive Officer, for review and approval of all major decisions, and to
be responsible for such other activities routinely conducted by a CTO and EVP of
the Company.

         1.2 SUPERVISION OF OTHER EMPLOYEES. Subject to Section 1.1 above,
Executive shall supervise the activities of such of the Company's other senior
management employees who have a direct reporting relationship to him. In
addition, he shall perform such other services as the Board of Directors may
from time to time reasonably request in the furtherance of the business of the
Company.

         1.3 DEVOTING OF ENTIRE TIME TO COMPANY'S BUSINESS. Executive shall
devote his entire business time, energy, and attention to the business of the
Company during the term hereof. Executive shall not directly or indirectly
render any services of a business, commercial, or professional nature to any
other person or organization, whether for compensation or otherwise, without the
prior written consent of the Board of Directors of the Company. Notwithstanding
the foregoing, this Section shall not preclude Executive from devoting his time
and energies in connection with the management of his personal investments and
his participation in not-for-profit activities.


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         1.4 ADHERENCE TO APPLICABLE LAWS. Executive at all times during the
performance of this Agreement shall strictly adhere to and obey all applicable
laws, regulations, and rules now in effect or as subsequently modified. The
Company shall not request or require Executive to violate such laws,
regulations, or rules in the performance of Executive's duties.

SECTION 2. TERM OF AGREEMENT. This Agreement shall commence on the date first
above written and end 3 years later, on 2/21, 2003, provided that the term of
the Agreement: (1) shall automatically be extended by one year beyond such
initial term on Feb. 21, 2002 (the "Extension Date"), unless written notice that
this Agreement is not being extended is given by the Company or the Executive
before the Extension Date, and (2) term shall automatically be farther extended
by one additional year on each subsequent anniversary of the Extension Date,
unless written notice that this Agreement is not being extended is given by
either Party to the other before such anniversary of the Extension Date. The
term "Term of this Agreement" shall mean the initial term of this Agreement plus
any extensions thereto.

SECTION 3. COMPENSATION.

         3.1 BASE SALARY. For Executive's services during the first year
hereunder, the Company agrees to pay to Executive a monthly salary of $12,500.
Thereafter, Executive's annual salary (Annual Base Salary) shall be reviewed by
the Company each year pursuant to the policies and procedures of the Company
governing the quarterly review of base salaries for its executive officers. The
Company shall withhold and deduct from periodic salary installments all amounts
required by law, including, but not limited to, applicable federal, state, and
local income and employment taxes, and any other amounts authorized by Executive
in writing.

         3.2 BONUS. Executive shall be entitled to participate in any annual
bonus or incentive program established by the Board of Directors for its
executive officers.

         3.3 STOCK OPTIONS. Executive is eligible to participate as a senior
executive in any qualified or non-qualified stock option plans when and if such
plans are adopted by the Company. The Executive shall be subject to all the
terms and conditions of any plan as adopted by the Company.

SECTION 4. VACATION, EXPENSES, AND BENEFITS. During the term of the Employment
the Company agrees:

         4.1 VACATION. Executive will be entitled to vacation benefits in
accordance with the uniform Company policies as they may be in effect from time
to time for the Company. Vacation is to be taken at such time or times as may be
mutually agreeable to Executive and the Board of Directors. All such vacations
shall be with pay. Upon termination of the Employment for any reason, the
Company shall pay Executive for all accrued, unused vacation pursuant to the
applicable law.

         4.2 EXPENSES. Executive will be reimbursed for all necessary and
reasonable travel and entertainment expenses, including any out of pocket
expenses incurred on behalf of the Company, while pursuing Executive's duties
with the Company under this Agreement. Expenses for industry trade shows, and
equivalent, will be reimbursed for the purpose of exposing the Company's
products to relevant industries. Reimbursement by the Company to Executive for
such expenses shall be subject to Executive furnishing appropriate documentation
to substantiate such expenses pursuant to the policies and procedures of the
Company governing reimbursement of business expenses to its executives.

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         4.3 OFFICE FACILITIES. Executive will be provided with such office
facilities and clerical assistance as Executive may reasonably require for the
performance of his duties hereunder.

         4.4 EMPLOYEE BENEFITS. Except as specifically provided in Sections 4.5
and 4.6, Company agrees to provide Executive with group medical, dental, and
vision insurance coverage and other employee welfare and fringe benefits at all
times comparable to those provided to other Company executives holding
comparable level positions, all in accordance with such benefit programs as may
be established by the Company from time to time. If otherwise adopted by the
Company, these benefits may include pension, profit sharing, 401(k), and any
non-qualified deferred compensation arrangements.

         4.5 TERM LIFE INSURANCE COVERAGE. Subject to Executive's insurability
on a standard risk basis, Executive will be provided with term life insurance
coverage for an amount equal to three times his Annual Base Salary, as adjusted
annually. The Company, in its sole discretion, may fulfill its obligation
hereunder, in whole or in part, by means of Executive's participation in the
Company's group insurance plan for eligible employees of the Company. The
Company shall purchase and maintain individual term life insurance on
Executive's life to provide for such coverage amount that is not otherwise
provided through the Company's group term life insurance for employees. Upon
termination of his Employment other than for cause (as provided for in Section
5. 1), Executive shall be entitled, with no obligation of reimbursement to the
Company, to exercise any option available to him under the individual insurance
policies and/or contracts purchased and maintained by the Company, to assume
ownership thereof and continue such policies and/or contracts in full force and
effect.

         4.6 LONG-TERM DISABILITY INSURANCE COVERAGE. Subject to Executive's
insurability on a standard risk basis, Company shall provide Executive with
long-term insurance disability coverage for an amount equal to 66 2/3% of his
Annual Base Salary, as it may be adjusted from year to year. For this purpose,
"long-term disability" shall mean disability for purposes of receiving benefits
under the Company's group long-term disability insurance plan for employees. The
Company, in its sold discretion, can fulfill its obligation hereunder, in whole
or in part, by means of Executive's participation in the Company's long-term
disability insurance plan for employees. The Company shall purchase and maintain
an individual, long-term disability policy to provide for such coverage amount
that is not otherwise provided through the Company group disability plan. Other
than the amount of benefit provided for thereunder, the provisions of such
individual policy shall be substantially comparable to those contained in the
Company's group disability plan. Upon termination of his employment other than
by the Company for cause (as provided for in Section 5.1), Executive shall be
entitled, with no obligation of reimbursement to the Company, to exercise any
option, available to him under the individual insurance policies and/or
contracts purchased and maintained by the Company, to assume ownership thereof
and continue such policies and/or contracts in full force and effect.

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         4.7 MEDICAL EXAMINATION. In connection with the Company's purchase of
individual insurance contracts or policies, as provided for in Sections 4.5 and
4.6, Executive agrees to submit to any medical examination required by the
insurance carriers for the Company to obtain the insurance. Executive also
agrees to submit to any subsequent medical examination required by the insurance
carriers to maintain these policies, and to submit to any medical examination
required by a new insurance carrier of the Company changes insurance carriers.
Executive represents that, to his best knowledge, he is in reasonable good
health and is not aware of any reason which would preclude the Company from
purchasing and maintaining, on a standard risk basis, the individual insurance
contracts or policies provided for in Sections 4.5 and 4.6.

SECTION 5. TERM AND TERMINATION OF EMPLOYMENT. The Employment shall continue
until it is terminated pursuant to the terms of this Section 5.

         5.1 TERMINATION OF AGREEMENT.

               (a) For Cause. The employment of Executive under this Agreement
may be terminated by the Company for "cause' at any time by action of the Board.
For purposes hereof, the term "cause" is limited to: (1) Executive's fraud,
gross incompetence, personal dishonesty involving the Company's assets, willful
misconduct, or gross negligence in the performance of his duties hereunder; or
(2) a willful breach by Executive of any of the material terms of this
Agreement. If Executive's employment hereunder is terminated for cause, the
Company shall have no further obligations or liabilities to Executive, save and
except for obligations due to Executive for services rendered prior to the date
of termination for cause.

               (b) Right to Cure. In the event the Company contends that it may
terminate Executive for cause due to Executive's incompetence or gross
negligence, as described in 5.1(a) above (but only for these particular grounds
for cause), Company shall provide the Executive with specific written notice
specifying in reasonable detail the services or matters which it contends
Executive has not been adequately performing and what Executive should do to
adequately perform his obligations hereunder. If Executive performs the required
services within thirty (30) days of actual receipt of the notice by the
Executive or modifies his performance to correct the matters complained of to
the reasonable satisfaction of the Company, Executive's breach will be deemed
cured and such breach shall no longer constitute cause. This provides, however,
if the nature of the services not performed by the Executive or the matters
complained of are such that more than thirty (30) days are reasonably required
to perform the required services or to correct the matters complained of, then,
the Executive's breach will be deemed cured if the Executive commences to
perform such services or to correct such matters within the thirty (30) day
period. And, Executive thereafter diligently prosecutes such performance or
correction to completion within such period of time after the end of such thirty
(30) day period (the "extension period") as the Company has notified the
Executive is reasonably required to perform the required services or to correct
the matters complained of. If Executive does not perform the required services
or modify his performance to correct he matters complained of within the thirty
(30) day period or the extension period, the Company shall have the right to
terminate this Agreement at the end of the thirty (30) day period or extension
period, as the case may be.
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               (c) Termination by the Company Without Cause or Company's
Material Breach.

                    (1) If Executive's employment with the Company is terminated
by the Company other than (1) for cause (as provided in Section 5.1(a), or (2)
the Company materially breaches this Agreement and fails to cure this breach
within thirty (30) days after notice from the Executive, then at any time within
three (3) months thereafter Executive may elect by notice in writing to the
Secretary of the Company to treat the situation as a "Termination without Cause"
of Executive by the Company and to discontinue his obligations to the Company to
perform services hereunder. In such an event, an amount equal to the Executive's
Annual Base Salary, as adjusted will be paid to the Executive. This amount shall
be due and payable to Executive in accordance with the schedule of payments
under Section 3.1 of the Agreement until liquidated. Also, any amounts payable
under other provision of this Agreement or other obligations of the Company to
Executive which have accrued but have not yet been paid, including compensation
earned prior to the date the notice by Executive is given, and unused vacation
time shall also then become due and payable within five (5) days of receipt of
notice by the Company.

                    (2) In the event of a termination without cause during the
term hereof, the Company shall continue to provide all life, disability, health,
dental, medical, and other insurance policies maintained for the Executive's
benefit under the provisions of this Agreement for a period of 12 months after
termination of employment provided that Company shall pay the full cost of such
coverage. During such period, the Company shall not be required to add Executive
to any new profit sharing, bonus, deferred compensation, and other similar plans
or make any awards to Executive with respect to new or old plans of such nature.
In the event of a termination without cause, all existing stock options not
otherwise vested shall be immediately vested in full upon such termination and
shall thereafter be exercisable in full pursuant to the terms of such stock
option awards without regard for any contingencies or conditions which will, in
such event, be deemed fully satisfied.

                    (3) If Executive believes the Company has materially
breached this Agreement, Company or Executive agrees to first submit the dispute
to good faith negotiation within ten (10) days of notice. If this negotiation
fails to resolve the dispute, both parties agree to submit the dispute to
professional mediation under the Commercial Mediation Rules of the American
Arbitration Association within thirty (30) days of notice. If mediation fails to
produce a resolution of the dispute, then both parties agree to submit the
dispute to binding arbitration by a five member panel selected from the list of
qualified arbitrators of the American Arbitration Association. This Arbitration
will occur within thirty (30) days of the written notice of the failure of the
mediation process. The arbitration shall be conducted pursuant to the provisions
of Section 10 below.

               (d) Material Breach by Company. The Company shall have materially
breached this Agreement if, without Executive's prior written consent, one or
more of the following events occur.

                    (1) The Executive is otherwise removed from the offices
provided for in this Agreement, for any reason other than the grounds for
termination of his employment for cause as set forth in the Agreement.

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                    (2) The Executive is assigned any duties or responsibilities
that are inconsistent, in any significant respect, with the scope of the duties
and responsibilities associated with Executive's position as set forth in the
Agreement.

         5.2 RETURN OF COMPANY PROPERTY. Upon termination of this Agreement for
any reason, Executive shall immediately cease use of any and all Company
property in his possession. He shall immediately return any and all Company
property in his possession, custody, or control to the Company, including
without limitation, any and all Confidential Information as that term is defined
in Section 6.1.

SECTION 6. CONFIDENTIALITY.

         6.1 CONFIDENTIALITY OBLIGATION. The Company and Executive acknowledge
and agree that the Executive possesses information of substantial value to the
Company. Anything which requires substantial expenditure of time, skills,
energy, and funds to develop and/or acquire, which is not generally known in the
trade and which gives the Company an advantage over its competitors who do not
know or use it or disclosure of which would or may be detrimental to the
Company, including but not limited to, inventions, proprietary information,
trade secrets and techniques, designs, drawings, processes, formulas,
developments, equipment, prototypes, sales, marketing and customer information,
and business, financial, administrative and managerial information of the
Company (the "Confidential Information"). Executive at all times shall regard
and preserve as confidential such "Confidential Information" regardless of the
source, and shall not, during the term of the employment or thereafter, publish
or disclose any part of such information in any manner, or use the same except
on behalf of the Company without the prior written consent of the Board of
Directors.

         6.2 PROPRIETARY INFORMATION. Executive agrees that all notes, data,
sketches, drawings, and other documents and records, and all material and
physical items of any kind, including all reproductions and copies thereof,
which relate in any way to the business, products, practices or techniques of
the Company or contain Confidential Information, or that come into his
possession of Executive by reason of this Agreement, are the property of the
Company at the termination of Executive's employment hereunder.

         6.3 RELEASE OF OBLIGATIONS OF CONFIDENTIALITY AND NON-USE. The parties
hereto expressly agree that the authorized public disclosure by any third party
of any part of the Confidential Information will release Executive from
obligations of confidentiality and non-use provided for in Sections 6.1 and 6.2
only with respect to that portion of the Confidential Information so disclosed.
Further, the term "Confidential Information" shall not include information
relating to business, products, practices, administration, management or
techniques of the Company to the extent that it becomes generally available and
known to the public other than as the result of a breach by Executive of the
confidentiality and non-use obligation provisions contained in this Agreement
and/or the prior Consulting Agreement.

         6.4 NO PREDATORY SOLICITATION. Executive agrees that he will not,
directly or through instruction to a third party, on his own behalf or in the
service of others, disrupt, damage, impair or interfere with the business of the
Company whether by way of interfering with or raiding its officers, employees,
agents, distributors and/or independent contractors or in any manner

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attempting to persuade any such persons to discontinue any relationship with the
Company without having received the Board of Directors prior written permission
to do so.

          Alternative 1 [Exec elects to receive termination payments]

         6.5 NON-COMPETITION. In consideration of Company's agreements contained
herein and the payments to be made by it to Executive pursuant hereto, Executive
agrees that, during the 12-month period after termination of employment for any
reason, he will not, without the prior written consent of Company, consult with
or act as an advisor to another company which is engaged in any "Competing
Business" in the United States. For purposes of this Agreement, Executive shall
be deemed to be engaged in a "Competing Business" if, in any capacity, including
but not limited to proprietor, partner, officer, director or employee, he
engages or participates, directly or indirectly, in the operation, ownership or
management of any proprietorship, partnership, company or other business entity
which competes, in whole or in part, with the then actual business in which
Company is engaged on the date of Executive's termination of employment. At the
written request of Executive, from time to time, Company shall furnish Executive
with a written description of the business or businesses in which Company is
then actively engaged.

 Alternative 2 [Exec trades termination payment for shorter non-compete period]

             NON-COMPETITION. In consideration of Company's agreements contained
herein and the payments to be made by it to Executive pursuant hereto, Executive
agrees that, during the 12-month period after termination of employment for
cause or voluntary termination without good reason or the 3-month period after
termination of employment for without cause or voluntary termination because of
a material breach by the company, he will not, without the prior written consent
of Company, consult with or act as an advisor to another company which is
engaged in any "Competing Business" in the United States. For purposes of this
Agreement, Executive shall be deemed to be engaged in a "Competing Business" if,
in any capacity, including but not limited to proprietor, partner, officer,
director or employee, he engages or participates, directly or indirectly, in the
operation, ownership or management of any proprietorship, partnership, company
or other business entity which competes, in whole or in part, with the then
actual business in which Company is engaged on the date of Executive's
termination of employment. At the written request of Executive, from time to
time, Company shall furnish Executive with a written description of the business
or businesses in which Company is then actively engaged.

         6.6 INJUNCTIVE RELIEF. Executive acknowledges that the loss to the
Company which would arise from a breach of the confidentiality, predatory
solicitation, or non-compete provisions contained in this Agreement cannot be
reasonably or adequately compensated in damages in an action at law. Executive
therefore expressly agrees that the Company in addition to any other rights or
remedies which it may possess, may be entitled to injunctive relief to prevent a
breach of confidentiality, predatory solicitation, or non-compete provisions
contained in the Agreement.

SECTION 7. INDEMNITY.

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         7.1 Subject only to the exclusions set forth in Paragraph 7.2 below,
and in addition to any rights of Executive under the Company's by-laws, or any
applicable State law, Company hereby agrees to hold harmless and indemnify
Executive:

               (a) Against any and all expenses (including attorney's fees and
costs), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by Executive in connection with any threatened, pending, or completed
action, suite, or proceeding, whether civil, criminal, administrative, or
investigative (including an action by or in the name of the Company) to which
Executive is, was, or at any time becomes a party, or is threatened to be made a
third party, by reason of the fact that Executive is, was, or at any time
becomes a director, officer, employee, consultant, partner, trustee, or agent
regardless of his subsequent title or position at another corporation,
partnership, joint venture, trust, or other enterprise;

               (b) Otherwise to the fullest extent as may be provided to
Executive by the Company under the by-laws of the Company and applicable law;
and

               (c) From any and all income and excise taxes (and interest and
penalties relating thereto) imposed on Executive with reference to any payment
under this Section 7 (including without limitation payment for such taxes).

         7.2 NO INDEMNITY PURSUANT TO THIS SECTION 7 SHALL BE PAID BY COMPANY
EXCEPT:

               (a) To the extent the aggregate of amounts to be indemnified
thereunder exceed the sum of $500.00 plus the amount of such losses for which
the Executive is indemnified either pursuant to the by-laws of the Company or
any subsidiary thereof, or pursuant to any Directors and Officers Liability
Insurance purchased and maintained by Company;

               (b) In respect to remuneration paid to Executive, if it shall be
determined by a final judgment or other final adjudication that such
remuneration was in violation of law;

               (c) On account of any suit in which judgment is rendered against
Executive for an accounting of profits made form the purchase or sale by
Executive of securities of the Company, pursuant to the provisions of Section
16(b) of the Securities Exchange Act of 1934, and amendment thereto, or similar
provisions of any federal, state, or local statutory law;

               (d) On account of conduct which is finally adjudged to have been
willful misconduct by Executive; and

               (e) If a final decision by a Court having jurisdiction in the
matter shall determine that such indemnification to Executive is not lawful.

         7.3 All agreements and obligations of the Company contained herein
shall continue during the period Executive is a director, officer, employee,
consultant, or agent of the Company, or is or was serving at the request of the
Company as a director, employee, officer, partner, consultant, or agent of
another corporation, partnership, join venture, trust, or other enterprise) and
shall continue thereafter so long as Executive shall be subject to any possible
claim or threatened, pending or completed action, suit, or proceeding, whether
civil, criminal, or

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investigative, by reason of the fact that Executive was an officer or director
of the Company or serving in any other capacity referred to herein.

         7.4 Company shall not be liable to indemnify Executive under this
Agreement for any amounts paid in settlement of any action or claim effected
without its written consent. Company shall not settle any action or claim in any
manner which would impose any penalty or limitation on Executive without
Executive's written consent. Neither the Company nor Executive will unreasonably
withhold their consent to any proposed settlement.

         7.5 The Company will pay all expenses immediately upon the presentment
of bills for such expenses. Executive agrees that Executive will reimburse
Company for all reasonable expenses paid by the Company in defending any civil
or criminal action, suite, or proceeding against Executive in the event and only
to the extent that it shall be ultimately determined that Executive is not
entitled to be indemnified by Company for such expenses under the provisions of
the applicable State statute, the by-laws, this Agreement or otherwise. This
Agreement shall not affect any rights of Executive against Company, insurer, or
any other person to seek Indemnification contribution.

         7.6 If Company fails to pay any expenses (including without limitation
the generality of the foregoing, legal fees and expenses incurred in defending
any action, suit, or proceeding), Executive shall be entitled to institute suit
against Company to compel such payment and Company shall be Executive all costs
and legal fees incurred in enforcing such right to prompt payment.

         7.7 Unless prohibited by law, any document or law which affords
Executive with greater rights or indemnification by Company than do the
provisions of this Agreement shall have superiority over the provisions of this
Agreement.

         7.8 In support of its obligations hereunder, the Company agrees to use
its best efforts to maintain a Directors' and Officers' Liability or other
insurance policies covering the Executive and further agrees that these policies
shall be maintained so as to provide as broad and as complete coverage as is
reasonably available. This is both in relation to the Executive's position
during the term of employment and to any claims arising thereafter but relating
to said term of employment. Notwithstanding the foregoing, the failure or
inability of the Company to maintain such insurance policy or policies shall not
be a breach of this Agreement by the Company if the Company's Board of Directors
determine, in good faith, that such insurance coverage is not available to the
Company at a reasonable cost.

SECTION 8. ASSIGNMENT. Except as otherwise expressly provided herein, the
rights and obligations of Executive hereunder shall not be to be assigned and
any attempted assignment shall be void. The rights and obligations of the
Company hereunder may be assigned as part of any transaction which includes the
transfer of all or substantially all of the assets of the Company, whether such
transfer is made pursuant to sale of assets or stock, or merger, reorganization
or otherwise.

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SECTION 9. SUCCESSORS, ASSIGNS, ETC. This Agreement shall inure to the benefit
of and be binding upon the Company, its successors and assigns, including,
without limitation, any entity which may acquire all or substantially all of the
Company's assets and business and any corporation with which the Company may be
merged, and Executive, his heirs, executors, administrators and legal
representatives.

SECTION 10. NEGOTIATION, MEDIATION, AND ARBITRATION. Any dispute with respect to
this Agreement, with the exception of disputes arising under Section 5, shall
first be submitted to good faith negotiation within 10 days of notice.

         If this fails to settle the dispute, then both parties agree to submit
the dispute within thirty (30) days of notice to professional mediation under
the Commercial Mediation Rules of the American Arbitration Association, with
such costs to be borne equally by both parties.

         If mediation fails to produce resolution of the dispute, then the
dispute shall be submitted to binding arbitration in the City of Phoenix,
Arizona. In accordance with the rules of the American Arbitration Association as
then in force, by a panel of three arbitrators. Executive and Company shall each
select one member of the panel, and the third remaining member shall be selected
through mutual agreement of the first two panel members. The panel shall decide
all matters in accordance with applicable law and this Agreement. All costs in
connection with any proceedings hereunder shall be borne equally by the parties,
unless otherwise determined by the panel. The panel's award shall be final,
conclusive, and binding on all parties, and shall be the exclusive remedy
regarding any claims, counter-claims, issues, or accounting presented or pled to
the panel. Judgment on the award may be entered in any court or other tribunal
of competent jurisdiction. All costs and fees incidental to the enforcement of
any award shall be charged, to the maximum permitted extent, against the party
resisting enforcement. Notwithstanding the foregoing, this Section shall not
limit the right of any party to seek to obtain in any court or other tribunal
any interim relief or provisional remedy, including, without limitation,
injunctive relief or attachment. Seeking or obtaining such interim relief or
provisional remedy shall not constitute waiver of the right to arbitration
hereunder.

SECTION 11. NO WAVIER OF RIGHTS. All waivers hereunder must be made in writing
and failure by either party hereto at anytime to require the other party's
performance of any obligation under this Agreement shall not affect the right
subsequently to require performance of that obligation. Any waiver of any breach
of any provisions of this Agreement shall not be construed as a waiver of any
continuing or succeeding breach of such provision or a waiver or modification of
the provision.

SECTION 12. SEVERABILITY. The parties hereto expressly agree and contract that
it is not the intention of any of them to violate any public policy, statutory
or common laws, rules, regulations, treaties, or decisions of any government or
agency thereof. If any Section, sentence, clause, word, or combination thereof
in the Agreement is judicially or administratively interpreted or construed as
being in violation of any such provisions of any jurisdiction, such Sections,
sentences, words, clauses, or combinations thereof shall be inoperative in each
such jurisdiction and the remainder of this Agreement shall remain binding upon
the parties hereto in each jurisdiction and the Agreement as a whole shall be
unaffected elsewhere.

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SECTION 13. LAW TO GOVERN. The validity, construction, and enforceability of
this Agreement shall be governed in all respects by the laws of Arizona
applicable to agreements negotiated, executed, and performed in Arizona
regardless of whether either of the parties shall not be or hereafter become a
resident of another state or country, except as to any matters which are
required to be governed by the laws of any other jurisdiction.

SECTION 14. NOTICES. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given upon
delivery if delivered personally, one full business day after proper telex or
facsimile transmittal if transmitted by telex or facsimile, or five full
business days after mailing if mailed by certified or registered mail, return
receipt requested, postage pre-paid, addressed as follows:


           For Company:

           ___________________________
           ___________________________
           ___________________________
           ___________________________


           For Executive:

           Michael C. Dillon
           255 West Shore Rd
           Alexandria NH  03222
           ___________________________


SECTION 15. WRITTEN AGREEMENT TO GOVERN. This Agreement sets forth the entire
understanding and supercedes all prior and contemporaneous agreements between
the parties relating to the subject matter contained herein and incorporates all
prior and contemporaneous discussions between them, and no party shall be bound
by any definition, condition, representation, warranty, covenant, or provision
other than as expressly stated in or contemplated by the Agreement or as
subsequently shall be set forth in writing and executed by a duly authorized
representative of the party to be bound thereby.

SECTION 16. SUBJECT HEADING. The Subject Headings of the Sections of this
Agreement are included for purposes of convenience only and shall not affect the
construction or interpretation of any provision of this Agreement.

         IN WITNESS HEREOF, the parties hereto have executed this Agreement
as of the Day and Year first above written.

EXECUTIVE                                       COMPANY

/s/ Michael Dillon                              By: \S\ C. Austin Burrell
--------------------------                         -----------------------------
   (name)                                       Its: President


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