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                                                                   EXHIBIT 10.19

[letterhead of SLI Consulting AG]


EMPLOYMENT AGREEMENT

The following employment agreement is concluded by and between

Dr. Franz Koepper
Rheinweg 25
8274 Gottlieben

born on June 15, 1957,

and

SLI Consulting AG
Walzmuhlestrasse 60
8500 Frauenfeld

(referred to as SLI AG hereinafter)



[letterhead information]


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SECTION 1      START OF THE EMPLOYMENT RELATIONSHIP

1.             The employment relationship begins on January 1, 1998.

2.             For persons who do not hold Swiss citizenship, the employment
               agreement is valid only subject to issuance of a work permit
               and/or visa.

3.             Withdrawing from the employment agreement or terminating it
               before work is started is excluded for both parties to the
               agreement, so that they can fully rely on one another.

SECTION  2     JOB DESCRIPTION

1.             Mr. Koepper will hold the position of general manager within
               SLI AG.

2.             Within the scope of these activities, Mr. Koepper will be
               entrusted with managing the company, i.e. managing the personnel,
               developing the organization, having responsibility for all
               projects, monitoring the budget, and implementing the marketing
               and sales goals.

3.             Mr. Koepper undertakes to perform his work in careful and
               conscientious manner.


SECTION 3      JOB LOCATION

               The regular job locations are the offices of SLI AG. The
               headquarters are located in Frauenfeld.

SECTION 4      WORKING HOURS

1.             Regular working hours are 42.5 (forty-two point five) hours per
               week.

2.             When required, Mr. Koepper is willing to work overtime.

3.             Overtime hours are included in the normal pay.


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SECTION 5      SALARY

               Mr. Koepper will receive an annual salary of CHF 450,000.00,
               effective January 1, 1998.


SECTION 6      INABILITY TO WORK

               If Mr. Koepper is prevented from working due to illness or other
               unforeseen events, the administration of SLI AG must be informed
               of this immediately, and the reason must be stated. If the
               inability to work or illness will extend for more than two days,
               a doctor's certificate must be submitted.

SECTION 7      VACATION

1.             Mr. Koepper is entitled to 25 working days of vacation per year.

2.             The vacation should be taken by arrangement with the company,
               taking into consideration the normal course of business at
               SLI AG.

3.             If Mr. Koepper leaves the company during the course of a calendar
               year, 1/12 of the annual vacation will be credited for every full
               month that the employment relationship is in existence, rounded
               up to full days. This provision applies analogously for the year
               of entry.


SECTION 8      INSURANCE

1.             All of the required insurance is considered to have been
               implicitly agreed to, and to have been fulfilled by SLI AG to the
               full extent.

2.             Any insurance that goes beyond the coverage required by law is
               shown in the attached insurance regulations.


SECTION 9      OUTSIDE WORK

1.             Mr. Koepper must make all of his work effort available to SLI AG.
               Outside work for pay is excluded. Any other outside work requires
               the written permission of the company.

2.             Accepting outside work of current or potential customers of the
               company of SLI AG is explicitly excluded.


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3.             SLI AG would welcome any technical publication activity by Mr.
               Koepper. Such work is not allowed to negatively impact on the
               obligations resulting from this agreement nor the concerns of the
               company, its shareholders, and/or customers of the company.
               Publications (including lectures) that relate to or can affect
               fields of work, research, or development of the company, the
               shareholders, and/or their respective customers, must be approved
               by the company before being given to third parties (including
               publishing companies, event sponsors, etc.), independent of
               whether they were created or developed within the scope of the
               obligations resulting from this employment agreement or
               independently. In the case of publications in technical journals,
               Mr. Koepper will ensure that his employment at SLI AG is
               mentioned, if these publications relate to the activities of SLI
               AG in the broadest sense.

4.             Mr. Koepper is entitled to keep any fees he receives for
               technical publications as provided in Paragraph 3. SLI AG can
               grant Mr. Koepper additional pay for these activities.


SECTION 10     CONFIDENTIALITY

               Mr. Koepper undertakes to maintain confidentiality with regard to
               all industrial and business secrets of the company, its
               shareholders, as well as its customers, even after the employment
               relationship ends.

SECTION 11     PROHIBITION AGAINST COMPETITION IN CONNECTION WITH ONGOING AND/OR
               OFFERED PROJECTS OF SLI AG

1.             As stipulated in Art. 340 OR [Obligationenrecht = Swiss law of
               obligations], Mr. Koepper undertakes not to compete with SLI AG
               in any way whatsoever after the employment relationship ends.

2.             For any violations of this prohibition against competition, Mr.
               Koepper undertakes to pay a contractual penalty of CHF 1,000.00
               for every day of violation. The right to claim further damages is
               reserved.

3.             As stipulated in Art. 340 b, Para. 3 OR, SLI AG is entitled to
               demand that the condition that violates the contract be
               eliminated. Payment of the contractual penalty and payment of any
               other possible damages do not release Mr. Koepper from the
               obligation to continue to adhere to the prohibition against
               competition.


SECTION 12     TERMINATION OF THE EMPLOYMENT RELATIONSHIP/OBLIGATIONS UPON
               DISSOLUTION OF THE AGREEMENT

1.             The agreement can be terminated by either party, with notice of 6
               (six) months, effective at the end of a month.

2.             If the employment agreement is terminated, SLI AG undertakes to
               issue a reference to Mr. Koepper by the time of his departure
               from the company, at the latest.


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3.             If the agreement is terminated, Mr. Koepper must return all of
               the business documents, books, notes, drafts, printed materials
               or copies thereof in his possession, whether they are handwritten
               or printed out, particularly programs and program documentation,
               in whatever form and on whatever data media, to the company,
               immediately and without being asked to do so. He is prohibited
               from making any copies of documents, in whatever form.

4.             Mr. Koepper is not entitled to retain any of the documents
               mentioned in Paragraph 3, for any legal reason.


SECTION 13    FINAL PROVISIONS

1.             Supplemental to this agreement, the provisions of law concerning
               observance of industrial and business secrets as well as
               copyrights and utilization rights apply.

2.             Changes in and/or additions to this agreement must be made in
               writing. Neither party to the agreement may refer to any actual
               arrangement that deviates from the agreement, if these
               arrangements have not been documented in writing.

3.             If a provision of this agreement proves to be invalid, the
               validity of the other provisions is not affected. In such a case,
               the invalid provision is to be reinterpreted and/or amended, in
               such a way that the intended purpose is achieved. The same holds
               true if there proves to be a gap in the agreement that must be
               filled.

4.             Swiss law applies to all the rights and obligations resulting
               from this agreement, including those that have not been
               explicitly agreed.

5.             The courts at the domicile of SLI Consulting AG, in each
               instance, have jurisdiction.


Frauenfeld, January 1, 1998



SLI Consulting AG

/s/ Dr. Franz Koepper                /s/ Dr. Franz Koepper
---------------------                ---------------------
Dr. Franz Koepper                    Dr. Franz Koepper



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