Exhibit 10.3

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of April 21,
1999, by and between Robert Nierman,  a resident of Minnesota  ("Employee")  and
ENGINEERING  ANIMATION,  INC., a Delaware corporation with its principal offices
in Ames, Iowa ("EAI" or "Company").


                                    RECITALS

         A. EAI is in the business of producing  enterprise  product and process
management software,  interactive and custom animation products,  and conducting
various other activities associated therewith (the "Business").

         B. EAI desires to employ  Employee and Employee  desires to be employed
by EAI on the terms and conditions set forth herein.

                                    AGREEMENT

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

         1.  Employment  Term.  Subject  to the terms and  conditions  set forth
herein, EAI will employ Employee for a term commencing as of April 21, 1999 (the
"Effective Date") and ending on the second anniversary of the Effective Date, or
such  earlier  date as may occur  pursuant to the terms of this  Agreement  (the
"Employment  Term").  This Agreement may be extended by mutual  agreement of the
parties.

         2. Employment Duties. During the term of this Agreement,  Employee will
serve EAI as the Chief Operating  Officer and Executive Vice President and shall
be responsible  for all operations of EAI and other duties which are assigned by
the Chief Executive  Officer.  Employee will, during the term of this Agreement,
serve the  Company  faithfully,  diligently  and  competently  and will  perform
assigned duties on a full-time basis to the best of Employee's ability.

         3.  Compensation.  During  the  term of  employment,  EAI  will  pay to
Employee for services rendered by Employee under this Agreement, the following:

         (a)      Salary.  From the Effective Date of this Agreement through the
                  first anniversary of the Effective Date, a salary at a rate of
                  $300,000. per annum, payable in arrears monthly, in accordance
                  with the EAI's ordinary payroll practices; and

         (b)      Bonus.  Employee  shall  receive  during 1999, an annual bonus
                  equal to his annual  salary,  paid  quarterly in the third and
                  fourth quarters of 1999. Employee's 1999 annual bonus shall be
                  prorated  according to the date of commencement of employment;
                  and

                                       29
<PAGE>

          (c)     Car Allowance.  Employee shall receive a car allowance of $750
                  per  month  as   additional   compensation   and  in  lieu  of
                  reimbursement  for  personal  auto  mileage  expenses.  Normal
                  payroll taxes shall apply to this payment.

         4. Stock Options.  EAI shall grant Employee a stock option representing
the right to purchase  225,000  shares of EAI common stock pursuant to the terms
and conditions  contained in EAI's standard stock option agreement.  Such option
shall  provide for vesting at the rate of  twenty-five  percent (25%) on each of
the first four anniversaries of the date of grant and shall provide for an total
term of ten (10) years.  The exercise  price for such option shall be the market
price on the day of grant as determined by the average of the high and low sales
quotes as shown on Nasdaq on the day of issue.


         5.  Severance  Provisions.  In the event that there is a termination of
employment for good reason as defined in paragraph 10 or in the event that there
is a Change of  Control  of EAI,  as defined in EAI's  stock  option  plan,  and
employment is terminated  within 18 months of the date of this  Agreement,  then
Employee  shall  receive a severance  benefit  equal to three times the total of
Employee's  current  annual  salary and  Employee's  current  annual  bonus,  if
determinable,  and if such bonus is not  determinable,  three times the total of
Employee's  current  annual salary and  Employee's  bonus during the previous 12
months.  In the event that  Employee's  employment  relationship  is  terminated
following a Change of Control after the expiration of 18 months from the date of
this Agreement,  Employee shall be entitled to a severance  payment equal to two
times the total of  Employee's  current  salary and  current  annual  bonus,  if
determinable,  and if such  bonus is not  determinable  two  times  the total of
Employee's current annual salary and Employee's bonus for the 12 months prior to
termination.

         6.  Benefits.

         (a)      Employee  shall be  entitled  during  the  Employment  Term to
                  participate  in such  employee  benefit  plans  and  programs,
                  including,  without  limitation,   health,  dental,  and  life
                  insurance  plans,  as are  maintained  from  time to time  for
                  employees  of EAI to the  extent  that his  position,  tenure,
                  compensation,  age, health and other  qualifications  make him
                  eligible to participate.  EAI does not promise the adoption or
                  continuance  of any  particular  plan or  program  during  the
                  employment   term  and   employee's   (and  his   dependents')
                  participation  in any such plan or program shall be subject to
                  the  provisions,  rules,  regulations and laws applicable from
                  time to time thereto.

         (b)      During the Employment Term, Employee shall be entitled to paid
                  time off at EAI's maximum  accrual rate of  twenty-seven  (27)
                  days per year. In addition, Employee shall be entitled to paid
                  time off on such  holidays as are observed by EAI from time to
                  time.  Accrued,  unused  vacation may be carried over from one
                  year to the next in accordance with EAI policies.

         (c)      Employee  shall  be  permitted,  upon  the  Effective  Date to
                  participate  in the EAI  401(k)  savings  plan  which  permits
                  employee  contributions  of up to  eighteen  percent  (18%) of
                  total annual  compensation  and  provides  that EAI will match
                  one-half of Employee's contribution up to a total match amount
                  of two percent (2%) of Employee's  total  compensation.  EAI's
                  contribution  to the Plan vests  according to the terms of the
                  Plan.

                                       30
<PAGE>

         7. Reimbursement of Expenses. To the extent consistent with the general
expense  reimbursement  policies  maintained by EAI from time to time,  Employee
shall be  entitled to  reimbursement  for  ordinary,  necessary  and  reasonable
out-of-pocket  trade or business  expenses which  Employee  incurs in connection
with performing his duties under this Agreement, including reasonable travel and
meal  expenses.  The  reimbursement  of all such  expenses  shall  be made  upon
presentation  of  evidence  reasonably  satisfactory  to EAI of the  amounts and
nature of such expenses and shall be subject to the prior approval of EAI.

         8. Employee Proprietary Information Agreement. Employee recognizes that
as a result of employment by EAI, he will come into  possession of  confidential
information and as a condition of employment, agrees to execute and abide by the
terms of the  Employee  Proprietary  Information  Agreement  attached  hereto as
Exhibit A.

         9. Key Employee Non-competition Agreement.  Employee agrees to be bound
by the terms of the Key Employee Non-competition Agreement as attached hereto as
Exhibit B.

         10.  Termination.  This  Agreement  may be terminated by EAI for cause,
which shall be defined as: (i) any action by Employee  involving  willful  gross
misconduct having a material adverse effect on the Company;  (ii) Employee being
convicted of a felony under the laws of state of the United  States or any state
or under the laws of any other country or political  subdivision  thereof.  This
Agreement  may be  terminated  for good reason by Employee  under the  following
circumstances:  (a) Employee's duties are reduced to a non-executive  level, (b)
the failure of a  successor  to the  Company to assume the  obligations  of this
Agreement,  (c) breach of this Agreement by the Company, (d) a Change in Control
of EAI. In the event of termination of this Agreement by expiration of its term,
or according to the terms of this  paragraph 10, the provisions of paragraphs 5,
8, 9, 11 and 12 shall continue in full force and effect.

         11.  Arbitration.  Any and all disputes  arising directly or indirectly
out of or relating in any way to this  Agreement  that cannot be  satisfactorily
resolved by the parties  shall be submitted to binding  arbitration  pursuant to
the  rules  then  in  effect  of the  American  Arbitration  Association  (AAA).
Arbitration shall be held in Chicago, Illinois. The arbitrator(s),  who shall be
attorneys  experienced in employment law, shall decide the matters  submitted to
them based upon the  evidence  presented  and the terms of this  Agreement.  The
arbitrator(s)  shall  issue a written  award that  shall  state the basis of the
award,  the findings of fact and the conclusions of law. The  arbitration  award
shall be final,  non-appealable and binding upon the parties.  Judgment upon the
award may be entered in any court having jurisdiction thereof.

                                       31
<PAGE>

         12.      Miscellaneous.

         (a)      All notices  hereunder shall be in writing and shall be deemed
                  given  when  delivered  in  person  or when  sent by  email or
                  telecopier  followed  by hard  copy;  or  following  three (3)
                  business days after being deposited in the United States mail,
                  postage prepaid, registered or certified mail, or two (2) days
                  after  delivery to a nationally  recognized  express  courier,
                  expenses prepaid, addressed as follows:

                           If to Employee:     Addressed to the last address on
                                               the payroll records of EAI.

                           If to EAI:          Engineering Animation, Inc.
                                               2321 North Loop Drive
                                               Ames, Iowa  50010
                    Attention: Jamie A. Wade, General Counsel

         (b)      This Agreement  shall be binding upon and inure to the benefit
                  of the parties hereto and their respective  heirs,  successors
                  and permitted assigns

         (c)      This  Agreement  contains  all of the  agreements  between the
                  parties  with  respect to the subject  matter  hereof and this
                  Agreement  supersedes all other  agreements,  oral or written,
                  between the parties  hereto with respect to the subject matter
                  hereof.

         (d)      No change or  modification  of this  Agreement  shall be valid
                  unless the same shall be in writing  and signed by the parties
                  hereto. No waiver of any provisions of this Agreement shall be
                  valid unless in writing and signed by the waiving party.

         (e)      If any  provisions  of this  Agreement  (or portions  thereof)
                  shall,  for any reason,  be deemed invalid or unenforceable by
                  any  court of  competent  jurisdiction,  such  provisions  (or
                  portions  thereof) shall be ineffective  only to the extent of
                  such   invalidity   or   enforceability,   and  the  remaining
                  provisions  of this  Agreement  (or  portions  thereof)  shall
                  nevertheless  be  valid,  enforceable  and of full  force  and
                  effect.  EAI's  rights  under  this  Agreement  shall  not  be
                  exclusive  and shall be in  addition  to all other  rights and
                  remedies available at law or in equity.

         (f)      This Agreement may be executed in multiple counterparts,  each
                  of which shall be deemed to be an  original  and all of which,
                  when taken together, shall constitute a single instrument.

         (g)      This  Agreement   shall  be  governed  and  controlled  as  to
                  validity, enforcement,  interpretation,  construction,  effect
                  and in all  other  respects  by the laws of the  State of Iowa
                  applicable to contracts  made in Iowa (other than any conflict
                  of laws rule which might result in the application of the laws
                  of any other jurisdiction).


                                       32
<PAGE>


         IN WITNESS  WHEREOF,  the parties have executed this  Agreement on this
first day of November, 1999.

ENGINEERING ANIMATION, INC.                                ROBERT NIERMAN
                                                           --------------
By:/s/Matthew M. Rizai                                     /s/ Robert Nierman
 --------------------
Name:Matthew M. Rizai

Title:Chairman, Chief Executive Office and
       President



                                       33
<PAGE>



                                    Exhibit A

                     PROPRIETARY INFORMATION, INVENTION AND
                        BUSINESS OPPORTUNITIES AGREEMENT



     I,______________________,  agree  to the  following  terms  and  conditions
regarding  the  Company's  Proprietary  Information,   Inventions  and  Business
Opportunities in  consideration  of my employment or continuing  employment with
the Company.


1)       Definitions.  The following definitions apply to this Agreement.

     a)  "Company" means Engineering Animation, Inc. and its
          subsidiaries, divisions, affiliates and assignees.

     b)   "Proprietary  Information"  means  information that is of value to the
          Company,  or information  that the Company does not disclose to others
          on an unrestricted basis.  Proprietary Information includes but is not
          limited  to the  following  kinds of  information,  whether  verbal or
          written,  originals or copies,  concerning the Company,  the Company's
          operations,  or  the  Company's  clients,  customers,  consultants  or
          licensees: trade secrets, patents, copyrights, techniques, know how or
          inventions (whether patentable or not), Inventions (as defined below),
          designs,  configurations,   tooling,  documentation,   recorded  data,
          schematics,  products,  test data,  source code,  object code,  master
          works, master databases,  algorithms, flow charts, formulae, circuits,
          works of authorship, mechanisms, research, manufacture,  improvements,
          processes,  assembly,  installation,  business,   marketing,forecasts,
          strategies,  pricing, customers, the salaries, duties, qualifications,
          performance  levels, and terms of compensation of other employees,  or
          cost or other  financial  data.  Proprietary  Information  also  means
          information  provided by a third party to the Company that the Company
          has a duty to protect from unauthorized use or disclosure. Proprietary
          information  shall not include general  knowledge and  experience,  as
          would be commonly  known or comparable to that of other persons in the
          same field as the Employee.

         c)  "Invention"  includes  but is not limited to an idea,  improvement,
design  or  discovery,  whether  patentable  or  reduced  to  practice,  made or
conceived  by me alone or jointly  with  others  during my  employment  with the
Company  that  relates in any manner to the actual or  demonstrably  anticipated
business,  work, or research and development of the Company,  or results from or
is suggested by any task  assigned to me or any work  performed by me for, or on
behalf of, the Company.

         d) "Business  Opportunities"  means all  opportunities  for contractual
arrangements which will produce revenue for the Company and, provided that, such
Business  Opportunities  are  similar to  opportunities  which have  resulted in
contractual arrangements with customers that are responsible for current revenue
of the Company.

                                       34
<PAGE>


2) Proprietary Information and Other Company Material and Property.

     a)  I  acknowledge   and  agree  that  the  Company  owns  the  Proprietary
     Information.  At all times during and after my employment with the Company,
     I will keep the  Proprietary  Information in confidence and trust and guard
     it against unauthorized  disclosure and use. I will not disclose or use the
     Proprietary  Information  without  the prior  written  consent of a Company
     officer, except as may be necessary in the ordinary course of performing my
     job duties for the Company. I hereby assign to the Company any rights I may
     have or acquire in and to the Proprietary Information.  Notwithstanding the
     foregoing,  my obligations  shall not apply with respect to any Proprietary
     Information  which is  lawfully  obtained  by me outside of the scope of my
     employment by the Company or which hereafter  becomes public for any reason
     other than a violation of this Agreement on my part.


         b)  During  my  employment  with the  Company,  I will not  remove  the
Proprietary  Information or any other Company related  material or property from
the  Company's  premises,  except as I am required to do so in  connection  with
performing  my job duties for the  Company.  I will  return to the  Company  the
Proprietary Information or any other Company related material or property as and
when requested by the Company.  Even if the Company does not so request,  I will
return the  Proprietary  Information  or any other Company  related  material or
property upon  termination of my employment.  The only  information  that I will
have  access  to after my  employment  with the  Company  ends  will be:  (i) my
personal copies of records relating to my compensation;  (ii) my personal copies
of  any  materials  previously  distributed  generally  to  stockholders  of the
Company; (iii) my copy of this Agreement;  and (iv) any other information that I
am granted access to by law.


3)   Inventions.

         a) I acknowledge and agree that the Company owns the Inventions. I will
promptly disclose to the Company and preserve as Proprietary Information any and
all Inventions.  I hereby assign to the Company any right,  title and interest I
may have or acquire in and to the Inventions.

         b) During my employment, I will perform all acts necessary or desirable
by the Company to permit and assist it, at the Company's expense,  in obtaining,
maintaining,  defending and enforcing letters patent, copyrights or other rights
in  Inventions  and  improvements  in any  and all  countries,  to  protect  the
interests of the Company or its nominee in the Inventions,  and to vest title to
Inventions  in the Company or its nominee.  These acts may include,  but are not
limited to,  execution of  documents  and  assistance  or  cooperation  in legal
proceedings.  If the  Company  is unable  after  diligent  attempt  to secure my
signature to any document  reasonably  necessary or appropriate for any of these
purposes   (including   renewals,   extensions,   continuations,   divisions  or
continuations in part), I hereby  irrevocably  designate and appoint the Company
and its duly authorized officers and agents, as my agents and  attorneys-in-fact
to act for and on my behalf and instead of me. This designation and appointment,
however,  is limited to the purposes of executing and filing these documents and
doing all other  lawfully  permitted  acts to accomplish the foregoing acts with
the same legal force and effect as if executed by me.

     c) All inventions, if any, patented or unpatented, which I made prior to my
     employment with the Company, are excluded from this Agreement.  To preclude
     any possible uncertainty,  I have listed on Exhibit A to this Agreement all
     of my  prior  inventions,  including  numbers  of all  patents  and  patent
     applications, and a brief description of all unpatented inventions that are
     not the property of a previous employer.  I represent and covenant that the
     list is  complete.  If there  are no items  on  Exhibit  A, I have no prior
     inventions.  I agree to notify the  Company  in  writing  before I make any
     disclosure  or perform  any work on behalf of the Company  that  appears to
     threaten or conflict with  proprietary  rights I claim in an invention.  In
     the event of my failure to give this notice,  I will make no claim  against
     the Company with respect to any such invention.


                                       35
<PAGE>

4)   Protecting Business Opportunities.

     a)  During  my  employment  with the  Company  and for one year  after  the
     termination  of my  employment,  I agree not to  encourage  or solicit  any
     employees of the Company to leave the Company for any reason.  I also agree
     not to solicit Business  Opportunities  for myself or anyone other than the
     Company,  and not to divert any  Business  Opportunities  from the  Company
     during these time periods.

     b) MY AGEEMENT NOT TO COMPETE FOR THE COMPANY'S BUSINESS OPPORTUNITIES:  In
     exchange  for good and  valuable  consideration,  receipt of which I hereby
     acknowledge, I agree that during my employment with the Company and for one
     year  after the  termination  of my  employment,  I will not  engage in any
     employment,  business  or  activity  that  competes  with  the  Company  in
     geographic areas and for  opportunities  substantially  similar to Business
     Opportunities that I contributed to, or participated  directly in, while an
     employee of the Company. However, it is understood that this section is not
     intended to prevent me, upon termination of my employment with the Company,
     from finding reasonable employment in educational institutions,  non-profit
     research  organizations,  governmental  entities,  or  non-profit  end-user
     organizations  any of  which  may be  involved  in  research,  development,
     customization,  or application of technology similar to the technology that
     I  contributed  to or  participated  directly  in while an  employee of the
     Company.  Further, it is understood that, upon termination of my employment
     with the Company,  I may become  employed by a company  which may produce a
     number of products or  services,  some of which  compete  with those of the
     Company,  provided that my activities  with such  competing  company do not
     assist such  competing  company in designing,  programming,  producing,  or
     selling  products  or  services  which  utilize  technology  similar to the
     technology  that I  contributed  to or  participated  directly  in while an
     employee of the Company.

         c) I agree that these time  periods,  geographical  areas and  business
restrictions  are  fair  and  reasonably  required  for  the  protection  of the
proprietary   interests  of  the  Company.  In  the  event  that  any  of  these
restrictions  are  declared by a court of competent  jurisdiction  to exceed the
maximum that the court deems  reasonable and  enforceable,  then the restriction
determined by the court as reasonable and enforceable shall apply.

         d) So that the Company may be aware of the extent of any other  demands
upon my time and attention,  I will disclose to the Company the nature and scope
of any  other  business  activity  in which I am or  become  engaged  during  my
employment with the Company.

         e) I represent that my execution of this Agreement,  my employment with
the Company and my performance of my duties for the Company will not violate any
obligations  I may  have  to any  former  employer  or any  other  third  party,
including any obligations to keep  confidential  any proprietary or confidential
information.  In the course of performing my duties for the Company,  I will not
utilize any  proprietary or  confidential  information of any former employer or
any other third party.


                                       36
<PAGE>


5)       General Provisions.

         a) I agree  that  this  Agreement  does not  constitute  an  employment
agreement and that, unless otherwise specifically provided in a written contract
signed by both an officer of the Company and me, my employment  with the Company
is "at will" and I have the right to resign my  employment  and the  Company has
the right to terminate my employment at any time, with or without cause, for any
or no reason.

         b) I agree that this  Agreement does not set forth all of the terms and
conditions  of my  employment,  and that as an employee of the  Company,  I have
obligations to the Company which are not set forth in this Agreement.

         c) I agree that my obligations  under this Agreement  shall continue in
effect after  termination of my employment,  regardless of the reason or reasons
for termination,  and whether such termination is voluntary or involuntary on my
part, and that the Company is entitled to communicate my obligations  under this
Agreement to any future employer or potential employer of mine.

         d) Except as otherwise provided for in this Agreement,  I agree that if
one or more  provisions  of this  Agreement are held to be  unenforceable,  such
provision shall be excluded from this Agreement and the balance of the Agreement
shall be interpreted as if the provision were excluded. The Agreement shall then
be enforceable in accordance with its remaining terms.

         e) Any  and all  disputes  arising  directly  or  indirectly  out of or
     relating  in any way to this  Agreement,  which  cannot  be  satisfactorily
     resolved by the parties, shall be submitted to binding arbitration pursuant
     to the Rules then in effect of the American  Arbitration  Association (AAA)
     and shall be held in Chicago,  Illinois. The arbitrator(s) shall decide the
     matters  submitted to them based upon the evidence  presented and the terms
     of this Agreement and the  arbitrator(s)  shall issue a written award which
     shall  state  the  basis of the  award  and  include  findings  of fact and
     conclusions  of  law.  The  award  of  the  arbitration   shall  be  final,
     non-appealable and binding upon the parties. Judgment upon the award may be
     entered in any court having the jurisdiction thereof.


         f)  This  Agreement  shall  be  effective  as of  the  first  day of my
employment  by the  Company,  shall be  binding  upon me, my  heirs,  executors,
assigns and administrators,  and shall inure to the benefit of the Company,  its
successors and assigns.

         g) This Agreement may not be changed, modified,  released,  discharged,
abandoned, or otherwise amended, in whole or in part, except by an instrument in
writing,  signed by the  Company and me. I agree that any  subsequent  change or
changes in my duties,  salary or  compensation  shall not affect the validity or
scope of this Agreement.

                                       37
<PAGE>

     h) I acknowledge receipt of this Agreement,  and agree that with respect to
     its subject matter, it is my entire agreement with the Company, superseding
     any   previous   oral   or   written    communications,    representations,
     understandings,  or  agreements  with the Company or any of its officers or
     representatives.

     i) I warrant and  represent  that I have the  continuing  right,  power and
     authority to enter into and perform this  Agreement in accordance  with its
     terms, without violating any other agreement, obligation or undertaking.

         j) When my employment with the company terminates,  I agree to sign and
deliver to the Company  the  "Resignation/Termination  Certificate"  attached to
this Agreement as Exhibit B.

         k) I agree  that a remedy  at law for my breach  of this  Agreement  is
inadequate  and that if I breach or  threaten  to  breach  this  Agreement,  the
Company  shall be entitled to an  injunction  to restrain me from  beaching  the
Agreement.  In addition,  I agree that if I violate this Agreement,  the Company
will be entitled to an accounting  and  repayment of all profits,  compensation,
commissions,  or benefits that I, directly or  indirectly,  have or may realize.
These  remedies are  cumulative and do not limit the remedies the Company may be
entitled to at law, in equity or under this Agreement.



Dated:________________________

     _________________________
       (employee signature)

      ________________________
         (printed name)





                                       38
<PAGE>




                                    Exhibit A

                            List of Prior Inventions


                   TITLE DATE BRIEF DESCRIPTION OF INVENTIONS


1.
--------------------------------------------------------------------------------

2.
--------------------------------------------------------------------------------

3.
--------------------------------------------------------------------------------

4.
--------------------------------------------------------------------------------

5.
--------------------------------------------------------------------------------

6.
--------------------------------------------------------------------------------

7.
--------------------------------------------------------------------------------

8.
--------------------------------------------------------------------------------

9.
--------------------------------------------------------------------------------

10.
--------------------------------------------------------------------------------

11.
--------------------------------------------------------------------------------

12.
--------------------------------------------------------------------------------

13.
--------------------------------------------------------------------------------

14.
--------------------------------------------------------------------------------




                                       39
<PAGE>



                                                        Exhibit B

         Resignation/Termination Certificate



           This is to certify  that I do not have in my  possession,  nor have I
failed to return,  any  Proprietary  Information  or any other  Company  related
material.

           I further  certify  that I have  complied  with and will  continue to
comply with all the terms of the Proprietary Information, Invention and Business
Opportunities  Agreement  signed  by me  with  the  Company  including,  without
limitation:

         a)  the reporting of any Inventions; and

         b)  the   preservation   of   Proprietary   Information   and  Business
Opportunities.





___________________________
Employee Signature                                      Date:


___________________________
Employee Name (please print)                            Social Security Number:



                                       40
<PAGE>




                                    Exhibit B

                     Key Employee Non-competition Agreement


         This  Key  Employee  Non-Competition   Agreement  ("Agreement")  by
and  between  Engineering  Animation,   Inc. ("Company")  and the  undersigned
Employee  ("Employee")  is  effective  as of the date  shown  below.  The terms
of this Agreement are as follows:

         A. Employee  acknowledges that Employee's services are of a special and
unusual  character  which have a unique  value to Company and that  confidential
information  will be  obtained  by or  disclosed  to  Employee  as a  result  of
employment.  As a  material  inducement  to Company  to employ  Employee  and in
consideration  of  compensation  to be paid to Employee for  services,  Employee
covenants and agrees as follows:

         During  Employee's  employment  by Company  and for a period of one (1)
         year after  Employee  ceases to be employed by Company,  Employee shall
         not,  directly or  indirectly,  as principal or agent,  or in any other
         capacity:

         (a)      solicit or divert business from any client, account or
                   location of Company.

         (b)      own,  manage,  operate,  participate  in or be  employed by or
                  otherwise be  interested  in, or connected in any manner with,
                  any  person,  firm,  corporation  or  other  enterprise  which
                  directly competes with the business of the Company anywhere in
                  the world.  Nothing  herein  contained  shall be  construed as
                  denying Employee the right to own  publicly-traded  securities
                  of any  corporation  which  competes  with the business of the
                  Company,  up to an  aggregate  of  two  percent  (2%)  of  the
                  outstanding shares thereof.

         (c) solicit for employment or employ any employee of the Company.

         B. Employee  acknowledges  having  carefully  read and  considered  the
provisions  of this  Agreement  and agrees  that the  restrictions  set forth in
Paragraph A including,  but not limited to, the time period of  restriction  and
the  geographical  area  restriction  are fair and  reasonably  required for the
protection  of the  interests  of Company,  its  officers,  directors  and other
employees.  Employee  agrees that if any part of the  covenants  set forth above
shall  be held to be  invalid  or  unenforceable,  the  remaining  parts of this
Agreement shall nevertheless  continue to be valid and enforceable as though the
invalid or unenforceable  parts had not been included therein. In the event that
any  provision  of  Paragraph A hereof  relating  to time period  and/or area of
restriction shall be declared by a court of competent jurisdiction to exceed the
maximum time period or area such court deems  reasonable and  enforceable,  said
time period and/or area or restriction  shall be deemed to become and thereafter
be the maximum  time period  and/or area which such court deems  reasonable  and
enforceable.

         This Agreement is dated this _____ day of __________________, 1999.


                                    Employee Name: ____________________

                                   Employee Signature:_________________

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