INTERNATIONAL TEST SYSTEMS, INC.

                         EXECUTIVE EMPLOYMENT AGREEMENT

         THIS EXECUTIVE  EMPLOYMENT AGREEMENT (this "Agreement") is made between
International Test Systems, Inc., a Delaware corporation  (collectively referred
to as the "Company"),  and Carey  Birmingham  ("Birmingham").  Unless  otherwise
indicated,  all references to Sections are to Sections in this  Agreement.  This
Agreement is effective  as of the  "Effective  Date" set forth in Section 11 (i)
below.

                              W I T N E S S E T H:

     WHEREAS,  the Company  desires to obtain the  services of  Birmingham,  and
Birmingham  desires to be employed by the Company upon the terms and  conditions
hereinafter set forth;

     NOW,  THEREFORE,  in consideration of the premises,  the agreements  herein
contained and other good and valuable consideration,  receipt of which is hereby
acknowledged, the parties hereto agree as of the date hereof as follows:

     1.  Employment.  The  Company  hereby  agrees  to  employ  Birmingham,  and
Birmingham  hereby  agrees  to serve the  Company,  as its  President  and Chief
Executive Officer ("Employment").

     2. Scope of Employment.

     (a) During the  Employment,  Birmingham  will serve as President  and Chief
Executive  Officer and, subject to his election in accordance with the Company's
by-laws and with applicable  law, as a member of the Board. In that  connection,
Birmingham  will (i)  devote  his full  time,  attention,  and  energies  to the
business  of the  Company  and will  diligently  and to the best of his  ability
perform  all duties  incident  to his  employment  hereunder;  (ii) use his best
efforts to promote the interests and goodwill of the Company;  and (iii) perform
such other duties  commensurate with his office as the Board of Directors of the
Company may from time-to-time assign to him.

     (b) Section 2(a) shall not be construed as preventing  Birmingham  from (i)
serving on corporate,  civic or charitable boards or committees,  or (ii) making
investments in other  businesses or enterprises;  provided in no event shall any
such  service,   business  activity  or  investment  require  the  provision  of
substantial  services by  Birmingham  to the  operations  or the affairs of such
businesses or enterprises such that the provision thereof would interfere in any
respect  with  the  performance  of  Birmingham's   duties   hereunder.   It  is
acknowledged  and  understood  by the  parties  that  Birmingham  serves  as the
President  of Chief  Executive  Officer  of  Pensar  Technologies,  LLC and will
continue to serve in this fashion throughout the term of this Agreement.

     3. Compensation and Benefits During Employment.  During the Employment, the
Company shall provide compensation to Birmingham as follows.

     (a) The  Company  shall pay  Birmingham  an annual  salary  upon  raising a
minimum of $125,000 as follows:

                  Year 1            $45,000
                  Year 2            $55,000
                  Year 3            $65,000
                  Year 4            $75,000
                  Year 5           $100,000
<PAGE>

     (b) The Company will reimburse  Birmingham for reasonable business expenses
incurred by Birmingham in connection  with the Employment in accordance with the
Company's then-current policies.

     (c) Birmingham will be entitled to participate in any incentive  program or
bonus program of the Company which may be implemented in the future.

     (d) The Company shall pay for Birmingham's and Birmingham's family, if any,
major medical and dental coverage throughout the term of this Agreement.

     (e) The Company shall pay for a $250,000 life insurance  policy on the life
of Birmingham  beginning June 1, 2002 with continual  coverage while  Birmingham
remains  employed by the  Company.  Birmingham  shall own such policy and freely
designate its beneficiaries.

     Any act,  or  failure to act,  based upon  authority  given  pursuant  to a
resolution duly adopted by the Board or based upon the advice of counsel for the
Company  shall be  conclusively  presumed to be done,  or omitted to be done, by
Birmingham in good faith and in the best interests of the Company and thus shall
not be deemed grounds for termination for Cause.

4.   Confidential Information.

     (a)  Birmingham  acknowledges  that  the  law  provides  the  Company  with
protection for its trade secrets and confidential  information.  Birmingham will
not disclose, directly or indirectly, any of the Company's confidential business
information   or   confidential   technical   information   to  anyone   without
authorization from the Company's management.  Birmingham will not use any of the
Company's   confidential   business   information  or   confidential   technical
information in any way,  either during or after the Employment with the Company,
except as required in the course of the Employment.

     (b) Birmingham will strictly adhere to any obligations  that may be owed to
former employers insofar as Birmingham's use or disclosure of their confidential
information is concerned.

     (c)  Information  will not be deemed part of the  confidential  information
restricted by this Section 4 if Birmingham  can show that:  (i) the  information
was in  Birmingham's  possession  or within  Birmingham's  knowledge  before the
Company  disclosed  it to  Birmingham;  or (ii) the  information  was or  became
generally  known to those  who could  take  economic  advantage  of it; or (iii)
Birmingham obtained the information from a party having the right to disclose it
to  Birmingham  without  violation of any  obligation  to the  Company,  or (iv)
Birmingham  is required to disclose the  information  pursuant to legal  process
(e.g., a subpoena),  provided that Birmingham  notifies the Company  immediately
upon  receiving  or  becoming  aware  of  the  legal  process  in  question.  No
combination  of  information  will  be  deemed  to be  within  any of  the  four
exceptions in the previous sentence, however, whether or not the component parts
of the  combination  are within one or more  exceptions,  unless the combination
itself and its economic value and principles of operation are themselves  within
such an exception.
<PAGE>

     (d) All  originals  and all copies of any  drawings,  blueprints,  manuals,
reports, computer programs or data, notebooks, notes, photographs, and all other
recorded,  written,  or  printed  matter  relating  to  research,  manufacturing
operations, or business of the Company made or received by Birmingham during the
Employment are the property of the Company.  Upon termination of the Employment,
whether or not for Cause, Birmingham will immediately deliver to the Company all
property  of  the  Company  which  may  still  be  in  Birmingham's  possession.
Birmingham  will not  remove  or  assist  in  removing  such  property  from the
Company's  premises  under any  circumstances,  either during the  Employment or
after termination thereof, except as authorized by the Company's management.

     (e) For a period of six (6)  months  after the date of  termination  of the
Employment,  Birmingham will not, either directly or indirectly,  hire or employ
or offer or participate in offering  employment to any person who at the time of
such  termination  or at any time  during such year  following  the time of such
termination  was an employee of the Company without the prior written consent of
the Company.

     5.  Ownership of  Intellectual  Property.  The following  provisions  apply
except to the extent expressly stated otherwise in Schedule 1.

     (a) The  Company  will be the  sole  owner  of any and all of  Birmingham's
Inventions that are related to the Company's business, as defined in more detail
below.

     (b) For  purposes of this  Agreement,  "Inventions"  means all  inventions,
discoveries,  and improvements (including,  without limitation,  any information
relating to  manufacturing  techniques,  processes,  formulas,  developments  or
experimental work, work in progress, or business trade secrets),  along with any
and all other work product relating thereto.

     (c) An Invention is "related to the Company's  business"  ("Company-Related
Invention") if it is made,  conceived,  or reduced to practice by Birmingham (in
whole or in part,  either alone or jointly  with  others,  whether or not during
regular working hours),  whether or not potentially  patentable or copyrightable
in the U.S. or  elsewhere,  and it either:  (i)  involves  equipment,  supplies,
facilities,  or trade secret information of the Company;  (ii) involves the time
for which  Birmingham was or is to be compensated by the Company;  (iii) relates
to the  business  of the  Company or to its actual or  demonstrably  anticipated
research  and  development;  or (iv)  results,  in whole or in part,  from  work
performed by Birmingham for the Company.
<PAGE>

     (d) Birmingham  will promptly  disclose to the Company,  or its nominee(s),
without additional compensation, all Company-Related Inventions.

     (e)  Birmingham  will assist the  Company,  at the  Company's  expense,  in
protecting any  intellectual  property rights that may be available  anywhere in
the world for such Company-Related Inventions, including signing U.S. or foreign
patent applications, oaths or declarations relating to such patent applications,
and similar documents.

     (f) To the extent that any  Company-Related  Invention  is  eligible  under
applicable  law to be deemed a "work  made for hire," or  otherwise  to be owned
automatically  by the  Company,  it will be deemed as such,  without  additional
compensation to Birmingham. In some jurisdictions,  Birmingham may have a right,
title, or interest ("Right,"  including without limitation all right, title, and
interest   arising  under  patent  law,   copyright   law,   trade-secret   law,
semiconductor  chip  protection  law,  or  otherwise,  anywhere  in  the  world,
including  the  right  to sue for  present  or  past  infringement)  in  certain
Company-related Inventions that cannot be automatically owned by the Company. In
that case, if applicable law permits Birmingham to assign Birmingham's  Right(s)
in future  Company-Related  Inventions  at this  time,  then  Birmingham  hereby
assigns  any  and  all  such  Right(s)  to  the  Company,   without   additional
compensation to Birmingham; if not, then Birmingham agrees to assign any and all
such  Right(s) in any such future  Company-Related  Inventions to the Company or
its nominee(s) upon request, without additional compensation to Birmingham.

     (g) To the extent that Birmingham  retains any so-called  "moral rights" or
similar  rights in a  Company-Related  Invention as a matter of law,  Birmingham
authorizes  the  Company or its  designee  to make any changes it desires to any
part of that  Company-Related  Invention;  to  combine  any such part with other
materials; and to withhold Birmingham's identity in connection with any business
operations  relating  to that  Company-Related  Invention;  in any case  without
additional compensation to Birmingham.

     6.  Noncompetition.  As a  condition  to,  and  in  consideration  of,  the
Company's entering into this Agreement,  and giving Birmingham access to certain
confidential  and  proprietary  information,   which  Birmingham  recognizes  is
valuable  to  the  Company  and,  therefore,   its  protection  and  maintenance
constitutes  a legitimate  interest to be protected  by the  provisions  of this
Section 6 as applied to Birmingham  and other  employees  similarly  situated to
Birmingham, Birmingham hereby agrees as follows:

     (a)  Birmingham  acknowledges  that the  obligations  of this Agreement are
directly  related to the  Employment  and are necessary to protect the Company's
legitimate business interests.  Birmingham  acknowledges that the Company's need
for the covenants set forth in this Agreement is based on the following: (i) the
substantial time, money and effort expended and to be expended by the Company in
developing technical designs, computer program source codes, marketing plans and
similar  confidential  information;  (ii)  the  fact  that  Birmingham  will  be
personally   entrusted   with  the  Company's   confidential   and   proprietary
information;  (iii)  the  fact  that,  after  having  access  to  the  Company's
technology  and  other  confidential  information,  Birmingham  could  become  a
competitor  of the  Company;  and  (iv) the  highly  competitive  nature  of the
Company's industry,  including the premium that competitors of the Company place
on acquiring proprietary and competitive information.
<PAGE>

     (b)  Notwithstanding  the  foregoing,  Birmingham  may acquire an ownership
interest,  directly  or  indirectly,  of not  more  than  5% of the  outstanding
securities of any corporation  which is engaged in a business  competitive  with
the Company and which is listed on any recognized  securities exchange or traded
in the over the  counter  market  in the  United  States;  provided,  that  such
investment  is of a  totally  passive  nature  and does not  involve  Birmingham
devoting time to the management or operations of such corporation.

     7. Legal Fees and  Expenses.  In the event of a  lawsuit,  arbitration,  or
other  dispute-resolution  proceeding between the Company and Birmingham arising
out of or relating to this Agreement, the prevailing party, in the proceeding as
a whole and/or in any interim or ancillary  proceedings (e.g.,  opposed motions,
including  without  limitation  motions for preliminary or temporary  injunctive
relief) will be entitled to recover its reasonable  attorneys' fees and expenses
unless the court or other forum  determines that such a recovery would not serve
the interests of justice.

     8. Successors.

     (a) This  Agreement  shall inure to the benefit of and be binding  upon (i)
the Company and its successors and assigns and (ii) Birmingham and  Birmingham's
heirs  and  legal   representatives,   except  that   Birmingham's   duties  and
responsibilities  under this Agreement are of a personal  nature and will not be
assignable or delegable in whole or in part.

     (b) the Company will require any successor (whether direct or indirect,  by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business  and/or assets of the Company to assume  expressly and agree to perform
this  Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. As used in this
Agreement,  "the Company" shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.

     9. Arbitration.

     (a) Except as set forth in paragraph (b) of this Section 9 or to the extent
prohibited by applicable  law, any dispute,  controversy or claim arising out of
or relating to this Agreement will be submitted to binding  arbitration before a
single  arbitrator in accordance  with the National  Rules for the Resolution of
Employment  Disputes of the American  Arbitration  Association  in effect on the
date of the demand for  arbitration.  The arbitration  shall take place before a
single  arbitrator,  who will preferably but not necessarily be a lawyer but who
shall  have at least five  years'  experience  in  working  in or with  computer
software  companies.  Unless  otherwise  agreed by the parties,  the arbitration
shall take place in the city in which  Birmingham's  principal  office  space is
located at the time of the dispute or was located at the time of  termination of
the Employment (if  applicable).  The arbitrator is hereby  directed to take all
reasonable  measures not inconsistent with the interests of justice to expedite,
and minimize the cost of, the arbitration proceedings.
<PAGE>

     (b)  To  protect   Inventions,   trade  secrets,   or  other   confidential
information,  and/or to enforce the noncompetition  provisions of Section 5, the
Company may seek temporary, preliminary, and/or permanent injunctive relief in a
court of  competent  jurisdiction,  in each case,  without  waiving its right to
arbitration.

     (c) At the request of either  party,  the  arbitrator  may take any interim
measures s/he deems necessary with respect to the subject matter of the dispute,
including  measures for the  preservation of  confidentiality  set forth in this
Agreement.

     (d) Judgment upon the award  rendered by the  arbitrator  may be entered in
any court having jurisdiction.

10.      Indemnification.

     (a) Company  shall to the full extent  permitted  by law or as set forth in
the Articles of Incorporation,  and any future amendments, and the Bylaws of the
Company, indemnify, defend and hold harmless Birmingham from and against any and
all  claims,  demands,  liabilities,  damages,  losses and  expenses  (including
attorney's,  court costs and  disbursements)  arising out of the  performance of
duties hereunder except in the case of willful misconduct.

     (b) Birmingham  shall  indemnify the Company with respect to the payment of
any and all taxes owed under this Agreement.

     11. Other Provisions.

     (a) All notices and  statements  with respect to this  Agreement must be in
writing.  Notices to the Company shall be delivered to the Chairman of the Board
or any vice president of the Company.  Notices to Birmingham may be delivered to
Birmingham  in person  or sent to  Birmingham's  then-current  home  address  as
indicated in the Company's records.

     (b)  This  Agreement  sets  forth  the  entire  agreement  of  the  parties
concerning the subjects covered herein;  there are no promises,  understandings,
representations,  or warranties of any kind concerning  those subjects except as
expressly set forth in this Agreement.

     (c) Any modification of this Agreement must be in writing and signed by all
parties;  any  attempt  to modify  this  Agreement,  orally or in  writing,  not
executed by all parties will be void.

     (d) If any provision of this  Agreement,  or its  application  to anyone or
under any  circumstances,  is adjudicated to be invalid or  unenforceable in any
jurisdiction,  such  invalidity  or  unenforceability  will not affect any other
provision or application of this Agreement which can be given effect without the
invalid or  unenforceable  provision or  application  and will not invalidate or
render unenforceable such provision or application in any other jurisdiction.

     (e) This Agreement will be governed and  interpreted  under the laws of the
United  States of America and of the State of Texas law as applied to  contracts
made and carried out in Texas by residents of Texas.
<PAGE>

     (f) No failure on the part of any party to enforce any  provisions  of this
Agreement will act as a waiver of the right to enforce that provision.

     (g) Termination of Birmingham's  employment by the Company, with or without
cause,  will not affect  the  continued  enforceability  of this  Agreement  and
Birmingham  shall be entitled to receive as severance pay, an amount equal to 12
months of salary based on the salary schedule described in Section 3 (a) at such
time as this  Agreement is terminated,  health  insurance and life insurance for
the remainder of this  Agreement,  and  Birmingham  shall have the rights to all
Options, vested or not vested, under the same terms as if this Agreement had not
terminated.

     (h) Section headings are for convenience only and shall not define or limit
the provisions of this Agreement.

     (i) This Agreement may be executed in several  counterparts,  each of which
is an original.  It shall not be necessary in making proof of this  Agreement or
any counterpart hereof to produce or account for any of the other  counterparts.
A copy of this Agreement signed by one party and Faxed to another party shall be
deemed to have been  executed and  delivered  by the signing  party as though an
original.  A photocopy of this  Agreement  shall be effective as an original for
all purposes.

Effective Date                        Upon Raising $125,000

Term                                  Five years

Office / Position                     President and Chief Executive Officer

Initial Salary                        $45,000 per year

         This Agreement  contains  provisions  requiring binding  arbitration of
disputes.  By signing this Agreement,  Birmingham  acknowledges  that he (i) has
read and understood the entire  Agreement;  (ii) has received a copy of it (iii)
has had the  opportunity to ask questions and consult  counsel or other advisors
about its terms; and (iv) agrees to be bound by it.

Executed to be effective as of the Effective Date.

International Test Systems, Inc., by:

/s/ Alex Yount
-------------------------------
Signature

Alex Yount, Director
Printed name & Title
<PAGE>


/s/ H. Youval Krigel
-------------------------------
Signature

H. Youval Krigel, Director
Printed name & Title


/s/ Carey G. Birmingham
------------------------------
Signature

Carey G. Birmingham, Director
Printed name & Title





Employee:

/s/  Carey G. Birmingham
-------------------------
Signature

Carey G. Birmingham, President & CEO
Printed name & Title