EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this "Agreement") dated as of February 16, 1999,
is by and between VITRIX INCORPORATED,  an Arizona corporation  ("Vitrix"),  and
Philip R. Shumway, an individual ("Employee").

     A. Vitrix wishes to employ  Employee and Employee  wishes to be employed by
Vitrix  and  both  parties   wish  to  define  the  nature  of  the   employment
relationship.

     B. The parties wish to set forth in this Agreement the terms and conditions
of such employment.

     In  consideration  of the recitals and mutual  agreements  hereinafter  set
forth, the parties agree as follows:

     1.  EMPLOYMENT AND DUTIES.  Vitrix agrees to employ Employee on a full-time
basis,  subject to the terms and conditions provided herein, and Employee agrees
to accept such full-time  employment upon said terms and conditions.  Employee's
position  shall be President  and Chief  Executive  Officer of Vitrix,  in which
capacity Employee shall have general  responsibility  for management of Vitrix's
day-to-day  operations,  subject to the  direction  and  control of the Board of
Directors (the "Board"). Unless he agrees to a change of location, Employee will
be based in Vitrix's Phoenix, Arizona office.

     2. TERM.  The term of employment  under this  Agreement  shall  commence on
March 8,, 1999 (the  "Effective  Date") and shall  continue  for a period of one
year, unless earlier terminated as set forth in Section 6 below.

     3. COMPENSATION.

          (a) BASE SALARY.  Vitrix agrees to pay Employee a base salary,  before
deducting all  applicable  withholdings,  at the annual rate of $100,000,  which
shall be payable in accordance with Vitrix's standard executive payroll policies
as they may be revised from time to time.

          (b)  QUARTERLY  INCENTIVE  BONUS.  Employee  shall  be  entitled  to a
quarterly  bonus  payable in cash  according to the schedule  provided  below if
Vitrix's revenues for the applicable  quarter exceed the amount indicated below.
Such  quarterly  bonuses  earned by Employee shall be deducted from any year-end
bonus payable to Employee under Section 3(c) of this Agreement.

                      Q2 '99    Q3 '99    Q4 '99    Q1 '99      Total
                      ------    ------    ------    ------      -----

     Revenues of       $242K     $367K     $431K     $584K     $1.624M
     Cash Bonus       $5,000    $5,000    $7,500    $7,500     $25,000

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          (c) YEAR-END  INCENTIVE  BONUS.  Employee shall be entitled to a bonus
payable for the annual  period  ending  March 31, 2000 in cash  according to the
schedule  provided below if Vitrix's  revenues exceed the amount indicated minus
any  quarterly  bonuses  already  paid to Employee  under  Section  3(b) of this
Agreement:

     Revenue Exceeds:       $2M     $2.25M      $2.5M     $2.75M       $3.0M
     Cash Bonus         $40,000    $50,000    $75,000    $90,000    $120,000


          (d) STOCK  OPTIONS.  Employee  shall be  granted  options  to  acquire
380,000  shares of the Common Stock of Vitrix,  exercisable at a price of $0.215
per share.  The options will have a 10-year  term,  and will be  exercisable  as
follows:

Number of Common Shares as to           Date Beginning on which
which Option may be Exercised           Option may be Exercised
-----------------------------           -----------------------

126,666                                 First Anniversary of the Effective Date
126,666                                 Second Anniversary of the Effective Date
126,668                                 Third Anniversary of the Effective Date

The options will be issued as  "incentive  stock  options"  pursuant to and will
otherwise  be governed by the  Company's  Stock  Option Plan dated  December 20,
1996.

     4. BENEFITS.

          (a) In addition to the compensation described above, while Employee is
employed hereunder, Vitrix shall pay for and provide Employee and his dependents
with the same  amount  and type of  health,  medical  and life  insurance  as is
provided from time to time to Vitrix  executives of Employee's  level during the
term of this Agreement.

          (b) In addition  to the  compensation  and  benefits  provided  above,
Vitrix shall, upon receipt of appropriate documentation, reimburse Employee each
month for his  reasonable  travel,  lodging  and other  ordinary  and  necessary
business  expenses  consistent with Vitrix's  policies as in effect from time to
time.

     5.  VACATION.  Employee  shall be entitled to 2 weeks  vacation with pay in
accordance  with  Vitrix's  vacation  policy as in effect from time to time.  In
addition, Employee shall be entitled to eight (8) holidays with pay.

     6. TERMINATION.

          (a) FOR CAUSE. The Board may terminate Employee's employment by Vitrix
prior to the  expiration of the term of employment for cause upon written notice
to the  Employee  stating  the facts  constituting  such  cause,  provided  that
Employee shall have 20 days following such notice to cure any conduct or act, if
curable,  alleged to provide grounds for termination for cause hereunder. In the
event of  termination  for cause,  Vitrix shall be obligated to pay the Employee
only salary at the current rate due him through the date of termination pursuant

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to this Section 6(a).  For purposes of this Section 6(a),  "cause" shall include
(i) material  neglect of duties;  (ii)  willful  failure to abide by ethical and
good faith  instructions or policies from or set by the Board;  (iii) Employee's
material  breach  of  this  Agreement;  (iv)  the  appropriation  (or  attempted
appropriation)  of  a  material  business   opportunity  of  Vitrix,   including
attempting  to secure or securing any  personal  profit in  connection  with any
transaction  entered  into on behalf of  Vitrix;  (v) the  misappropriation  (or
attempted  misappropriation)  of any of Vitrix's funds or property;  or (vi) the
conviction  of,  the  indictment  for (or  its  procedural  equivalent),  or the
entering of a guilty plea or plea of no contest  with  respect to, a felony,  or
any other crime with respect to which imprisonment is a possible punishment.

          (b) DISABILITY.  If during the term of this Agreement,  Employee fails
to perform his duties  hereunder  because of illness or other  incapacity  for a
period of 90 consecutive  days within any 180-day period,  Vitrix shall have the
right to terminate this Agreement, upon written notice to the Employee,  without
further obligation hereunder except for (i) payment to the Employee of salary at
the current  rate due him through  the date of the  termination;  (ii) any bonus
amount  earned prior to the date of  termination  and (iii) any amounts  payable
pursuant to disability  plans generally  applicable to executive  employees.  In
addition  within 90 days after the end of the four fiscal  quarters ending March
31, 2000 in the event termination pursuant to this Section 6(b) occurs, Employee
shall be entitled  to receive a bonus  payment  determined  in  accordance  with
Section 3(c),  but prorated to the extent that  Employee's  employment  was less
than one full year.

          (c) DEATH.  If the  Employee  dies during the term of this  Agreement,
this  Agreement  shall   terminate   immediately,   and  the  Employee's   legal
representatives  shall be entitled  to receive the base salary due the  Employee
through the end of the month in which death occurs, and any other death benefits
generally applicable to executive employees.  In addition,  within 90 days after
the end of the four  fiscal  quarters  ending  March 31, 2000  Employee's  death
occurs,  Employee's legal representative shall be entitled to receive a prorated
bonus payment as set forth in Section 6(b).

     7. CONFIDENTIALITY; NON-COMPETITION; NON-SOLICITATION.

          (a) CONFIDENTIAL INFORMATION.  Employee acknowledges that Employee may
receive,  or contribute to the  production  of,  Confidential  Information.  For
purposes of this  Agreement,  Employee  agrees that  "Confidential  Information"
shall mean  information  or  material  proprietary  to Vitrix or  designated  as
Confidential  Information  by  Vitrix  and not  generally  known  by  non-Vitrix
personnel, which Employee develops or of or to which Vitrix may obtain knowledge
or  access  through  or as a  result  of  Employee's  relationship  with  Vitrix
(including information conceived,  originated,  discovered or developed in whole
or in part by Employee).  Confidential  Information includes, but is not limited
to, the following types of information and other information of a similar nature
(whether or not reduced to writing) related to Vitrix's  business:  discoveries,
inventions,  ideas,  concepts,  research,  development,  processes,  procedures,
"know-how",   formulae,  marketing  techniques  and  materials,   marketing  and
development plans,  business plans, customer names and other information related
to customers,  price lists,  pricing policies,  methods of operation,  financial
information,   employee   compensation,   and  computer  programs  and  systems.
Confidential  Information  also includes any  information  described above which

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Vitrix  obtains from another  party and which Vitrix  treats as  proprietary  or
designates as Confidential Information,  whether or not owned by or developed by
Vitrix.   Employee  acknowledges  that  the  Confidential   Information  derives
independent economic value, actual or potential,  from not being generally known
to, and not being  readily  ascertainable  by proper means by, other persons who
can obtain economic value from its disclosure or use. Information publicly known
without breach of this  Agreement that is generally  employed by the trade at or
after the time Employee first learns of such information, or generic information
or  knowledge  which  Employee  would  have  learned  in the  course of  similar
employment  or work  elsewhere  in the  trade,  shall not be deemed  part of the
Confidential Information. Employee further agrees:

               (1) To  furnish  Vitrix on  demand,  at any time  during or after
employment,  a complete list of the names and  addresses of all present,  former
and potential suppliers,  financing or leasing sources, patients,  customers and
other  contacts  gained  while an employee of Vitrix in  Employee's  possession,
whether or not in the possession or within the knowledge of Vitrix.

               (2) That all notes,  memoranda,  documentation and records in any
way  incorporating  or  reflecting  any  Confidential  Information  shall belong
exclusively  to  Vitrix,  and  Employee  agrees to turn over all  copies of such
materials in Employee's  control to Vitrix upon request or upon  termination  of
Employee's employment with Vitrix.

               (3) That while  employed by Vitrix and  thereafter  Employee will
hold in  confidence  and not directly or  indirectly  reveal,  report,  publish,
disclose  or  transfer  any of the  Confidential  Information  to any  person or
entity, or utilize any of the Confidential  Information for any purpose,  except
in the course of Employee's work for Vitrix.

               (4) That any  idea in  whole or in part  conceived  of or made by
Employee during the term of his employment,  consulting, or similar relationship
with Vitrix which relates  directly or indirectly to Vitrix's current or planned
lines  of  business  and is  made  through  the  use of any of the  Confidential
Information of Vitrix or any of Vitrix's equipment, facilities, trade secrets or
time,  or which  results from any work  performed by Employee for Vitrix,  shall
belong  exclusively  to Vitrix  and  shall be deemed a part of the  Confidential
Information for purposes of this  Agreement.  Employee hereby assigns and agrees
to assign to Vitrix all rights in and to such Confidential  Information  whether
for purposes of obtaining patent or copyright protection or otherwise.  Employee
shall  acknowledge  and deliver to Vitrix,  without charge to Vitrix (but at its
expense)  such  written  instruments  and do such other acts,  including  giving
testimony in support of Employee's  authorship or inventorship,  as the case may
be,  necessary in the opinion of Vitrix to obtain  patents or  copyrights  or to
otherwise  protect or vest in Vitrix  the  entire  right and title in and to the
Confidential Information.

          (b) NON-COMPETITION.  During the [24] months immediately following the
Effective Date, Employee agrees that he shall not enter into or engage, directly
or indirectly,  whether on his own account or as a shareholder  (other than as a
less than 2% shareholder of a publicly-held  company),  partner, joint venturer,
advisor, and/or agent, of any person, firm, corporation, or other entity, in any
or all of the activities  described in Sections  7(b)(1) through 7(b)(3) of this
Agreement.

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               (1)  Engaging  in any  business  competitive  with  the  business
conducted by Vitrix  during the term of Employee's  employment  hereunder in the
United States.

               (2)  Soliciting  the  past  or  existing  customers,  leasing  or
financing sources, or suppliers of Vitrix or using any Confidential  Information
(as defined in Section 7(a)) for the purpose of or which results in  competition
with Vitrix .

               (3) Soliciting the employment of any employees of Vitrix.

          (c) INJUNCTIONS.  It is agreed that the restrictions contained in this
Section 7 are reasonable,  but it is recognized that damages in the event of the
breach of any of the restrictions  will be difficult or impossible to ascertain;
and,  therefore,  Employee agrees that, in addition to and without  limiting any
other  right or  remedy  Vitrix  may  have,  Vitrix  shall  have the right to an
injunction  against  Employee  issued  by  a  court  of  competent  jurisdiction
enjoining  any such  breach  without  showing  or proving  any actual  damage to
Vitrix.

          (d)  PART  OF  CONSIDERATION.   Employee  also  agrees,  acknowledges,
covenants,  represents and warrants that he is fully and completely  aware that,
and  further  understands  that,  the  foregoing  restrictive  covenants  are an
essential part of the  consideration for Vitrix entering into this Agreement and
for Vitrix  entering  into the Stock  Agreement and that Vitrix is entering into
this   Agreement  in  full   reliance  on  these   acknowledgments,   covenants,
representations and warranties.

          (e)  TIME  AND  TERRITORY  REDUCTION.  If the  period  of time  and/or
territory  described  above  are  held  to be in  any  respect  an  unreasonable
restriction,  it is agreed that the court so holding may reduce the territory to
which the restriction pertains or the period of time in which it operates or may
reduce both such territory and such period,  to the minimum extent  necessary to
render such provision enforceable.

          (f)  SURVIVAL.  The  obligations  described  in this  Section  7 shall
survive any  termination of this Agreement or any  termination of the employment
relationship created hereunder.

     8. GOVERNING LAW AND VENUE.  Arizona law shall govern the  construction and
enforcement  of this  Agreement  and  the  parties  agree  that  any  litigation
pertaining  to this  Agreement  shall be in courts  located in Maricopa  County,
Arizona.

     9.  CONSTRUCTION.  The language in all parts of this Agreement shall in all
cases be construed as a whole according to its fair meaning and not strictly for
nor against any party. The Section headings  contained in this Agreement are for
reference  purposes  only  and  will  not  affect  in any  way  the  meaning  or
interpretation  of this Agreement.  All terms used in one number or gender shall
be  construed  to include any other number or gender as the context may require.
The parties  agree that each party has reviewed  this  Agreement and has had the
opportunity to have counsel review the same and that any rule of construction to
the effect that  ambiguities are to be resolved against the drafting party shall
not  apply in the  interpretation  of this  Agreement  or any  amendment  or any
exhibits thereof.

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     10. NONDELEGABILITY OF EMPLOYEE'S RIGHTS AND OBLIGATIONS.  The obligations,
rights and benefits of Employee hereunder are personal and may not be delegated,
assigned or  transferred  in any manner  whatsoever,  nor are such  obligations,
rights or benefits  subject to involuntary  alienation,  assignment or transfer.
This  Agreement  shall be assigned  automatically  to any entity merging with or
acquiring Vitrix or its business.

     11.  SEVERABILITY.  In the event any term or provision of this Agreement is
declared by a court of competent jurisdiction to be invalid or unenforceable for
any reason, this Agreement shall remain in full force and effect, and either (a)
the invalid or  unenforceable  provision shall be modified to the minimum extent
necessary to make it valid and  enforceable or (b) if such a modification is not
possible,   this   Agreement   shall  be  interpreted  as  if  such  invalid  or
unenforceable provision were not a part hereof.

     12. ATTORNEYS' FEES. Except as otherwise  provided herein, in the event any
party  hereto  institutes  an action or other  proceeding  to enforce any rights
arising  out of this  Agreement,  the party  prevailing  in such action or other
proceeding  shall  be paid  all  reasonable  costs  and  attorneys'  fees by the
non-prevailing  party, such fees to be set by the court and not by a jury and to
be included in any judgment entered in such proceeding.

     13.  NOTICES.  All notices  required  or  permitted  hereunder  shall be in
writing  and  shall be deemed  duly  given  upon  receipt  if either  personally
delivered,  sent by  certified  mail,  return  receipt  requested,  or sent by a
nationally-recognized  overnight  courier  service,  addressed to the parties as
follows:

         If to Vitrix:     Vitrix Incorporated
                           Attention: Hamid Shojaee
                           20 East University, Suite 304
                           Tempe, Arizona 85281

         With a copy to:   Squire, Sanders & Dempsey, LLP
                           Attention:  Christopher D. Johnson, Esq. or
                           Ann-Marie Anderson, Esq.
                           40 North Central Avenue, Suite 2700
                           Phoenix, Arizona 85004

          If to Employee:  Philip R. Shumway
                           14656 South 20th Street
                           Phoenix, Arizona 85048

          With a copy to:
                          -------------------------------

                          -------------------------------

                          -------------------------------

or to such  other  address as any party may  provide to the other in  accordance
with this Section.

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     14. ENTIRE  AGREEMENT.  This  Agreement  constitutes  the entire  agreement
between the parties with respect to the subject matter hereof (I.E.,  Employee's
employment by Vitrix) and supersedes all prior or contemporaneous understandings
or agreements in regard  thereto.  No modification or addition to this Agreement
shall be valid unless in writing,  specifically  referring to this Agreement and
signed by all parties hereto. No waiver of any rights under this Agreement shall
be valid  unless in  writing  and  signed by the party to be  charged  with such
waiver. No waiver of any term or condition  contained in this Agreement shall be
deemed or construed as a further or continuing waiver of such term or condition,
unless the waiver specifically provides otherwise.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of February
16, 1999.



Vitrix Incorporated, an Arizona corporation:            EMPLOYEE:



By: /s/ Hamid Shojaee                                   /s/ Philip R. Shumway
    -----------------------------                       ------------------------
Its:CEO                                                 Philip R. Shumway

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