Exhibit 10(g)


                              EMPLOYMENT AGREEMENT

         Agreement,  dated as of July 1, 1999,  between Boundless  Manufacturing
Services, Inc., a Delaware corporation,  having offices at 100 Marcus Boulevard,
Hauppauge,  New York 11788 (the "Company"),  Boundless  Corporation,  a Delaware
corporation,  having offices at 100 Marcus Boulevard,  Hauppauge, New York 11788
("Boundless") and Tony Giovaniello,  an individual residing at 3400 Forest Hills
Court, Redding, CA 96002 ("Executive").

                                   WITNESSETH:

         WHEREAS,   the  Company  has  been  recently   organized  by  Boundless
Corporation,  an  affiliated  company  which owns 75% of the  Company's  capital
stock,   to  provide   manufacturing   services   initially  in  the  electronic
manufacturing services market and subsequently in other markets.

         WHEREAS,  the  Company  desires to employ  Executive  as its  Executive
Vice-President, all pursuant to the terms and conditions of this Agreement;

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
herein contained, it is agreed as follows:

1.       Scope of Employment

         1.1  Engagement,  Authority  and  Duties.  The Company  hereby  employs
Executive, and Executive hereby accepts employment,  as Executive Vice President
of  the  Company.  In



<PAGE>

such capacity,  and subject to the current  operating  guidelines and procedures
which apply to the Company's affiliate, Boundless Technologies,  Inc., Executive
shall have the power, authority and responsibility to assist the Company's Chief
Operating  Officer in the direction and  supervision of the daily  operations of
the Company pursuant to the Company's business plan (subject to the direction of
the Board of Directors of the Company (the "Board"),  including, but not limited
to: (i) assist in the  preparation  of a  proposed  business  plan for each year
setting forth the strategic  objectives  for the Company,  the means proposed to
accomplish  such  objectives and financial  projections  and assumptions for the
Company, for review and approval by the Company's Board, and proposing revisions
thereto at least  annually  for review and approval by the Board (as so approved
and revised (the "Business  Plan"));  (ii)  participation  in managing the other
executives  and  personnel  of the Company;  (iii)  participate  in  evaluating,
negotiating, structuring and implementing business transactions with vendors and
others doing business with the Company; and (iv) performing such other customary
duties as are  appropriate  for a Executive  Vice President of a business at the
Company's stage of development and growth.  Working  together with the Company's
Chief Operating Officer,  Executive has prepared and submitted to the Board, and
the Board has approved,  a Business  Plan  covering the period  beginning on the
date  hereof  and  ending  365 days  hereafter.  Executive  and the  Board  will
cooperate in attempting to achieve the goals established in the Business Plan.

         1.2  Location.  Executive  shall  perform  his duties  from  offices at
Redding,  California,  or from such other temporary office(s) as the Company and
Executive, after good faith discussions,  may agree is required for Executive to
effectively  perform his duties.  Executive  agrees that the  performance of his
duties may require travel by him.

                                       2

<PAGE>

         1.3 Full Time.  Executive shall devote his full business time,  efforts
and energies to the proper  discharge of his duties and  responsibilities  under
this  Agreement and shall serve the Company  faithfully,  diligently  and to the
best of his abilities.

         1.4 Term.  Executive's employment hereunder shall be for a term of four
years commencing the date of this Agreement and expiring the fourth  anniversary
of such date,  unless sooner  terminated or extended as provided below. The term
of Employment  shall be extended  automatically  for  successive one year terms,
unless  three  months  prior to the last day of the current  term  either  party
hereto shall have notified the other that such  extension  shall not occur.  The
term of Executive's employment is the Employment Term.

         1.5 The Executive Shares. Executive shall purchase, on the date hereof,
400 shares of the  Company's  common  stock,  no par value,  for an aggregate of
$2,000,  which the Company hereby represents  constitutes 12.5% of the Company's
issued and outstanding common stock on the date hereof (the "Executive Shares").
The  Company  hereby  represents  that it has no other  class of  capital  stock
outstanding.  Except as set forth in the immediately succeeding sentence, if the
Company  terminates  Executive's  employment under Section 4.4 of this Agreement
due to the Company's failure to attain the Minimum Performance  Standard for any
year,  Executive  shall sell to the Company and the Company shall  purchase from
Executive,  not  later  than 90  days  after  the  last  day of any  year of the
Employment Term, for $5.00 per share, one hundred (100) of the Executive Shares,
plus an amount of Shares equal to 100 times the number of full and partial years
remaining under the initial four year term of this  Agreement.  In the event the
immediately  preceding  sentence  applies  and the  failure  to  attain  Minimum
Performance  Standards involves the third or fourth years of the Employment Term
and,  provided  further,  that the  Company  has  attained  not less than eighty
percent (80%) of the Minimum  Performance  Standard for the third

                                       3

<PAGE>

or fourth year of the Employment  Term, as the case may be, the number of shares
repurchaseable by the Company shall (a) equal one hundred (100) of the Executive
Shares minus an amount of shares equal to one hundred (100) times the percent of
the  Minimum  Performance  Standard  attained  by the  Company,  plus (b) if the
failure to attain the Minimum  Performance  Standard  involves the third year of
the  Employment  Term,  fifty  (50)  of  the  Executive  Shares.  The  Company's
obligations described in the two preceding sentences are hereinafter referred to
as the "Repurchase Requirement(s)." On the 91st day after the close of each year
of the  Employment  Term,  one hundred (100) of the Executive  Shares minus that
number of shares  subject to the Repurchase  Requirement  for that year (but not
less than zero),  will no longer be subject to the Repurchase  Requirement  (the
"Released Shares").  Consistent therewith,  provided (i) the Company attains the
Minimum Performance  Standard for such year, or (ii) the Company does not attain
the Minimum Performance Standard for such year and the Company does not elect to
terminate Executive's  employment under Section 4.4 within ninety one days after
the close of such year,  one hundred (100) of Executive  Shares will  constitute
the Released Shares. In the event the Executive's  employment is terminated as a
result of his Death or Disability  under either Sections 4.2 or 4.3 hereof,  and
provided the Company  attains the Minimum  Performance  Standard for the year in
which  such  termination  occurs,  the  number  of Shares  that will  constitute
Released  Shares will be  determined  by  multiplying  the number of Shares that
would otherwise have constituted Released Shares by a fraction, the numerator of
which is the number of days in the year that have elapsed  prior to  termination
of  Executive's  employment  and the  denominator  of  which is 365.  Except  by
operation of law,  Executive  Shares will not be transferable by Executive prior
to becoming  Released  Shares and, if  transferred,  will remain  subject to the

                                       4


<PAGE>

restrictions  provided for this  Agreement,  including  those  contained in this
Section with respect to the Repurchase Requirement.

         1.6 Investment Intent.  Executive is acquiring the Executive Shares for
his own account for  investment and has no present  arrangement  (whether or not
legally binding) to sell, at any time, any of the Executive Shares to or through
any Person.  Executive  understands that the Executive Shares must be held until
registered under the Securities and Exchange Act of 1933 (the "Securities  Act")
or an exemption from registration is available.

         1.7      Legend.  Executive  understands  that the stock  certificates
representing  the Executive Shares shall bear legends substantially to the
following effect:
                  "The  Shares  represented  by the  certificates  have not been
                  registered  under the Securities Act of 1933. Such Shares have
                  been acquired for investment and may not be sold,  transferred
                  or  assigned  in  the  absence  of an  effective  registration
                  statement  covering such Shares or an opinion of the Company's
                  counsel that  registration  is not  required  under such Act."
                  "The Shares  represented  by the  certificates  are subject to
                  restrictions  on  transfer  and  other  restrictions  that are
                  contained  in  an  agreement   between  Tony  Giovaniello  and
                  Boundless Manufacturing Services, Inc., dated July 1, 1999."

2.       Compensation

         2.1 Base Salary.  Executive  shall be paid a base salary at the rate of
$150,000 per annum (the "Base Salary",  subject to increase (but not reduction),
at the Board's discretion, for example in recognition of superior performance or
competitive compensation practices). Such

                                      5

<PAGE>

salary shall be payable in appropriate  installments to conform with the regular
payroll dates for salaried personnel of Boundless Technologies, Inc.

         2.2 Cash  Bonus.  Within 90 days after the last day of each year of the
Employment  Term,  Executive shall be paid a cash bonus (the "Cash Bonus") based
on satisfaction of the EBITDA objectives described in Schedule 1 attached hereto
(the  "Objective") as follows:  Cash Bonus = Yearly Bonus Target x Bonus Payment
Multiplier.  For this purpose, (i) the Yearly Bonus Target for the first year of
the Employment Term shall be $50,000 and the Yearly Bonus Targets for subsequent
years shall be determined  by the Board but shall not be less than $50,000,  and
(ii) for each year of the Employment Term, the Bonus Payment Multiplier shall be
determined  based on the percentage of the Company's  Objective that is realized
for the Employment Term year as set forth below:

Percent Objective Realized                  Bonus Payment Multiplier
--------------------------                  ------------------------
         0-49%                                       0.00
         50-79                                       0.75
         80-95                                       0.85
         95-10                                       1.00
        101-110%                                     1.15
        111-125%                                     1.35
        126-149%                                     1.70
        150-up%                                      2.00

         2.3  Withholding.  The Company shall withhold all  applicable  federal,
state and local taxes, social security and workers' compensation  contributions,
and such other  amounts as may

                                      6

<PAGE>


be  required  by  law or  agreed  upon  by  the  parties,  with  respect  to the
compensation payable to Executive pursuant to this Section 2.

         2.4 Provided the Objective has been attained by the Company,  not later
than 90 days after the last day of each year of the Employment  Term,  Boundless
Corporation  will  issue to  Executive  a stock  option  agreement  (the  "Stock
Option"),  pursuant to which  Executive  may purchase from  Boundless  shares of
Boundless  common stock,  $.01 par value, in exchange for shares of common stock
of the Company. The number of shares of Boundless common stock purchasable under
each Stock Option shall be determined by the following formula:

                           x = (b times .25) times d
                                -
                                c

For purposes of this formula:  (i) x = the number of shares of Boundless  common
stock purchasable  under the Stock Option,  which shall not exceed 75,000 Shares
(the "Option Limit"),  (ii) b = Executive's  percentage ownership of the capital
stock of the  Company  on the test date  times  the  earnings  available  to the
Company's  shareholders  for the  year,  (iii)  c = the  earnings  available  to
Boundless'  shareholders  for the  year,  and (iv) d = the  number  of shares of
common stock of Boundless Corporation which is outstanding on the test date. The
test date shall mean the last day of the relevant year of the  Employment  Term.
In the event (b) is greater than (c), (b) over (c) in the formula will equal one
(1).

         The exchange ratio between the Company's common stock and the Boundless
common stock  covered by the Stock  Option shall be 100 Shares of the  Company's
common stock for the number of Shares of Boundless  common stock equal to "x" in
the above formula, except for this purpose, "x" is computed without reference to
the Option Limit.  The Stock Option shall provide that only Released  Shares can
be  transferred to Boundless in exchange for Boundless  common stock.  The Stock
Option will be  exercisable  during the period  commencing 12 months after it is

                                      7

<PAGE>


issued by  Boundless  and  ending  the  earlier  of (i) sixty  months  after its
issuance,  or (ii) on the date that the Securities and Exchange  Commission (the
"SEC")  declares  a  registration  statement  or Form 10  filed  by the  Company
effective  under  either the  Securities  and  Exchange  Acts of 1933 or 1934 (a
"Registration  Statement" and "Form 10," respectively).  Boundless will have the
option to redeem the common stock  purchased on exercise of the Stock Option for
a period of four (4) months after its exercise for an amount equal to the common
stock's  average  closing  prices  for a five day period on the  American  Stock
Exchange or other  market on which the Common  Stock is then  trading.  No Stock
Options will be issued with respect to any year, if the event  described in (ii)
in the preceding sentence has occurred.

         3.       Expenses and Additional Benefits

         3.1 Expenses.  The Company shall  reimburse  Executive for all ordinary
and necessary  expenses incurred by Executive in furtherance of the business and
affairs of the Company,  including reasonable travel and entertainment,  against
receipt by the Company of  appropriate  vouchers  or other proof of  Executive's
expenditures   and   otherwise  in  accordance   with  the   Company's   expense
reimbursement policy that has been approved by the Board of the Company.

         3.2  Vacation.  Executive  shall  be  entitled  to four  weeks  of paid
vacation during each year of the Employment Term, or such greater number of days
as the Company makes available to its senior executive officers, as well as such
paid holiday and leave time and sick leave benefits as is provided  generally to
the senior executive officers of Boundless Technologies, Inc.

         3.3  Fringe  Benefits.  Executive  shall be  entitled  to  participate,
commencing as of the date hereof, in all employee pension, retirement,  savings,
deferred compensation,  welfare,

                                      8

<PAGE>

insurance and other benefit and fringe benefit plans,  programs and arrangements
provided  to  the   employees  and  senior   executive   officers  of  Boundless
Technologies, Inc., generally, from time to time, according to the terms of such
plans,  programs  and  arrangements  but,  except for  discretionary  bonuses or
awards, in no event on terms and conditions less favorable than those applicable
to the senior executive officers of Boundless  Technologies,  Inc. (herein,  the
"Employee Plans").  Executive shall receive those perquisites and other personal
benefits  made  available  to the other senior  executive  officers of Boundless
Technologies, Inc., generally, from time to time.

         3.4  Indemnification.  The Company  shall  indemnify  Executive  to the
fullest  extent  permitted  under  the laws of the  State of  Delaware,  and not
inconsistent with the Company's  Certificate of Incorporation and By-Laws, as in
effect from time to time.  During the term of this  Agreement,  the Company will
use its best efforts to cause Boundless  Corporation to include Executive in its
officers and directors insurance policy, as may exist from time to time.

4.       Termination

         4.1 By the Company for Cause.  The Company may terminate the Employment
Term "for Cause," which shall mean and be limited to the following  events:  (a)
Executive's  conviction  in a court of law of a felony or a crime  under  United
States law punishable by confinement for a period in excess of three months; (b)
Executive's  commission  of an act of fraud  in the  performance  of his  duties
hereunder;  or (c)  Executive's  material  breach of his duty of  loyalty to the
Company or any of the covenants set forth in Sections 5.2, and 7.

         Upon   termination   pursuant  to  this  Section  4.1  or   Executive's
termination of this Agreement other than for Good Reason (as defined below), the
Company  shall have no further  obligation  to  Executive  under this  Agreement
except to pay  Executive  within 30 days, in lieu of

                                      9

<PAGE>

amounts  otherwise  payable  hereunder,  the Base Salary  payable to the date of
termination  and amounts due as  reimbursement  of expenses  pursuant to Section
3.1. In such case, in addition to any other  remedies the Company may have,  the
Company  shall have no further  obligation  to make any Cash Bonus  payments  to
Executive  (as  set  forth  in  Section  2.2  hereof),  or  any  other  payments
contemplated  under this  Agreement,  to  Executive  with respect to the year in
which the Executives  employment is terminated and for each succeeding year (but
not any prior year), the Stock Options  previously granted to Executive shall be
cancelled  and the Company  shall have the right to purchase  all, or a part of,
the Executive  Shares for $5.00 per share  (Executive's  original  out-of-pocket
cost per share) not later than one year after termination.

         4.2 Death.  If Executive dies during the  Employment  Term, the Company
shall,  within 30 days, pay  Executive's  estate,  in lieu of amounts  otherwise
payable  hereunder (a) the Base Salary payable to the date of his death, (b) any
Cash Bonus to which Executive is entitled  pursuant to Section 2.2 in respect of
the  Employment  Term  year  immediately  preceding  the  year  of the  date  of
Executive's  death and (c) amounts due as reimbursement of expenses  pursuant to
Section 3.1.  Furthermore,  Executive's rights with respect to the Stock Options
previously  granted to  Executive  shall  remain in place and be governed by the
terms of the relevant  Stock Option  Agreements  and the Company  shall have the
right to purchase all, or a part of, the Executive Shares which are not Released
Shares for $5.00 per share (Executive's original  out-of-pocket cost per share),
by  giving  written  notice  to  Executive's  Estate,   Executor,   or  personal
representative,  not later than 60 days after Death; such purchase to take place
as soon as possible thereafter.

         4.3 Disability. In the event that (i) Executive is unable substantially
to perform his duties hereunder  because he is Disabled (as defined below) for a
period of 45  consecutive  days

                                      10

<PAGE>


or 60 days within any period of 12 consecutive months and (ii) the Company shall
have  given to  Executive  10 days  notice of its  intention  to  terminate  the
Employment  Term  pursuant  to this  Section 4.3 and  Executive  does not resume
substantially all of his duties under this Agreement before the expiration of 10
days following the date Executive receives such notice, then the Company may, at
any time during the  continuance  of such  disability,  terminate the Employment
Term on written notice to Executive.  For purposes of this  Agreement,  the term
"Disabled"  shall mean the inability of Executive for medical reasons  certified
by a physician selected by the Board and reasonably satisfactory to Executive or
his personal  representative(s)  to substantially  perform his duties hereunder.
Upon such  termination,  Executive  shall have no further  obligation to perform
services  for the  Company  under  this  Agreement  and the  Company  shall  pay
Executive  promptly (but in no event later than 20 days), in lieu of the amounts
that would  otherwise be payable  hereunder,  (x) consistent  with the policy in
effect at Boundless Technologies,  Inc. with respect to employee sick leave, the
Base Salary payable for the period ending 5 days after Executive's  absence from
work first commenced, (y) any Cash Bonus, in respect of the Employment Term year
immediately preceding the year of the date of such termination,  and (z) amounts
due  as  reimbursement  of  expenses  pursuant  to  Section  3.1.   Furthermore,
Executive's  rights  with  respect to the Stock  Options  previously  granted to
Executive  shall  remain in place and be governed  by the terms of the  relevant
Stock Option Agreements and the Company shall have the right to purchase all, or
a part of, the  Executive  Shares  which are not  Released  Shares for $5.00 per
share  (Executive's  original  out-of-pocket  cost per share), by giving written
notice to Executive or to his personal  representative,  as the case may be, not
later  than 60 days after  Disability;  such  purchase  to take place as soon as
possible  thereafter.   The  Company  shall  also  continue  Executive's  health
insurance  then  provided by the

                                      11

<PAGE>


Company, at the Company's expense, for four months following  termination of the
Employment Term pursuant to this Section 4.3.

         4.3.1 The wage continuation (with respect to Base Salary),  sick leave,
and other  policies  with respect to absences  from work due to sickness,  which
apply to  employees  of Boundless  Technologies,  Inc.,  will apply to Executive
hereunder.

         4.4 By Company for Failure to Attain Minimum Performance Standings. The
Company may terminate the Employment Term due to the Company's failure to attain
Minimum Performance Standards, as set forth on Schedule 1, attached hereto. Upon
such termination, Executive shall have no further obligation to perform services
for the Company  under this  Agreement  and,  except as set forth in Section 1.5
hereof,  the Company shall be released from all  obligations to Executive  under
this Agreement and Executive  shall receive from the Company a  continuation  of
his Base  Salary (at the rate and  pursuant  to the  payment  schedule in effect
prior to the date of termination)  for a six-month  period following the date of
termination, which amounts will be reduced by amounts received by Executive as a
result of  substitute  employment.  Provided any  subsequent  employer  does not
provide  Executive  with  health  insurance  coverage,  the  Company  shall also
continue  Executive's  health  insurance  then  provided by the Company,  at the
Company's  expense,  for six months  following the termination of the Employment
Term pursuant to Section 4.4.  Furthermore,  Executive's  rights with respect to
the Stock Options  previously  granted to Executive shall remain in place and be
governed by the terms of the relevant  Stock Option  Agreements  and the Company
shall have the right to purchase all, or a part of, the  Executive  Shares which
are not Released Shares for $5.00 per share (Executive's original  out-of-pocket
cost per share),  by giving written notice to Executive,  not later than 60 days
after Termination; such purchase to take place as soon as possible thereafter.

                                      12

<PAGE>


         4.5 By the Executive  for Good Reason.  The Executive may terminate the
Employment  Term for Good Reason by giving at least 60 days prior written notice
to the Company of such election and the facts  constituting each Good Reason for
Executive's  termination of the Employment Term, provided at least one such Good
Reason continues to be a Good Reason on the effective date of such termination.

         4.6 Termination For Other Than: (a) Cause (b) Death,

(c) Disability, (d) Failure of Minimum Performance Standards or Termination by
Executive For Good Reason.

             (a)   In general.  If (i) the Company terminates Executive's
employment  hereunder,  and such termination of employment is for other than (A)
Cause  (pursuant to Section 4.1 hereof),  (B)  Executive's  death or  disability
(pursuant to Section 4.2 or 4.3 hereof),  or (C) the Company's failure to obtain
the Minimum  Performance  Standards,  (pursuant to Section 4.4 hereof);  or (ii)
Executive  terminates his employment  for Good Reason,  Executive  shall receive
from the Company,  as  liquidated  damages,  the following  compensation:  (1) a
continuation  of his  Base  Salary  (at the  rate and  pursuant  to the  payment
schedule in effect immediately prior to the date of termination) for an 18-month
period  following  the date of  termination,  (2) on or before 45 days after the
close of the Employment Term year within which the termination occurs, Executive
shall  receive  from the Company  the amount  calculated  as a pro rata  portion
(determined on a pro rata daily basis), through the date of termination,  of the
Cash Bonus  pursuant to Section 2.2 of this Agreement to which  Executive  would
have been entitled had he remained  continuously employed by the Company through
the end of the Employment  Term year within which  termination  occurs,  (3) all
incentive  stock  options  issued to the  Executive by the Company  prior to his
termination  shall become  immediately  vested and  exercisable  pursuant

                                      13

<PAGE>


to the terms of the option agreements,  and (4) all Executive Shares,  which are
not Released Shares, will no longer be subject to the Repurchase Requirement and
will  immediately   become  Released  Shares  owned  by  Executive  without  any
restrictions.  The Company shall also continue Executive's health insurance then
provided by the  Company,  at the  Company's  expense,  for 18 months  following
termination of the Employment Term pursuant to this Section 4.6.

                  (b)      Good Reason.  For purposes of this Agreement, "Good
Reason" shall mean any of the following:

                  (i) the  assignment  to Executive  of any duties  inconsistent
substantially with Executive's position (including status,  offices,  titles and
reporting  requirements),  authority,  duties  or  responsibilities  under  this
Agreement (other than in the nature of a promotion);

                  (ii) any reduction by the Company of Executive's Base Salary
or reduction of the Yearly Bonus Target below $50,000 for any year;

                  (iii)any  material  breach by either the Company or  Boundless
Corporation  of any provision of this Agreement not cured within any cure period
provided in this Agreement,  or in the absence thereof, not cured within 45 days
after written notice by Executive to the Company;

                  (iv)     abandonment by the Company of its contract
manufacturing business;

                  (v)  any "person" (as such term is used in Sections 13(d) and
14(d) of the  Exchange  Act),  other than  Boundless  Corporation,  becomes  the
"beneficial  owner"  (as such  term is  defined  in Rule  13d-3  under the Act),
directly or indirectly, of securities of the Company representing 40% or more of
the combined  voting power of the  outstanding  securities of the Company except
where the events described in this paragraph  result in the incumbent  directors
of the Company prior to such events  continuing  to constitute  more than 50% of
the Board of Directors;

                                      14

<PAGE>


                  (vi) the  shareholders  of the Company approve (A) a merger or
consolidation  of the  Company  with any other  entity  (other  than a merger or
consolidation  which  would  result  in the  voting  securities  of the  Company
outstanding  immediately  prior  thereto  continuing  to  represent,  either  by
remaining  outstanding  or by being  converted  into  voting  securities  of the
surviving  entity,  at least  50% of the  combined  voting  power of the  voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation), (B) a plan of complete liquidation or dissolution
of the Company or (C) the sale or disposition, in a single transaction or series
of  related  transactions,  by the  Company of all or  substantially  all of the
property  and assets of the Company,  except  where the events  described in the
foregoing (A) or (C) result in the  incumbent  directors of the Company prior to
such  events  constituting  at least a  majority  of the board of the  surviving
corporation  or its parent  (as such term is  defined  in Rule  12b-2  under the
Exchange Act); or

                  (vii)removal of the Executive from the Board.

5.       Protection of Confidential Information

         5.1  Confidential  Information.  As used in this  Section  5,  the term
"Confidential Information" shall mean information relating to the Company or any
of its affiliates  including,  but not limited to,  information  relating to the
Business Plan and the Company's strategies,  intellectual property, products and
products being developed, customer lists and potential customer lists, strategic
partners or participants  and marketing and sales methods unique to the Company.
Confidential  Information excludes information which is independently  developed
by a recipient of the  information,  or which is in the public domain,  or which
becomes available to a recipient on a  non-confidential  basis without violating
Section 5 of this Agreement, or which is required to be disclosed by law.

                                      15

<PAGE>


         5.2 Nondisclosure of Confidential Information.  Executive shall not, at
any time during the Employment Term (other than as may be required in connection
with  the  performance  by his of her  duties  hereunder)  and for two  years or
thereafter,  directly or indirectly,  use, communicate,  disclose or disseminate
any Confidential Information in any manner whatsoever.

         In the event  Executive is  requested  or required (by oral  questions,
interrogatories,  requests for information or similar legal process) to disclose
any  Confidential  Information,  Executive  will provide the Company with prompt
notice  thereof so that the Company  may seek an  appropriate  protective  order
and/or waive Executive's compliance with the provisions of this Section 5.2.

6.       Non-Competition

         6.1      Material Inducement.  Executive acknowledges that his
agreements contained in Section 6.2 are an important inducement to the Company's
executing this Agreement.

         6.2      Covenants.

                  (a) If  (i)  the  Company  terminates  Executive's  employment
hereunder,  and such termination of employment is for Cause (pursuant to Section
4.1 hereof),  or (ii)  Executive  terminates  his employment for other than Good
Reason,  then  during  the  period  commencing  on the  date of  termination  of
Executive's  Employment  and ending 12 months  following the  termination of the
Executive's  employment with the Company,  Executive shall not, except on behalf
of the  Company,  directly  or  indirectly,  whether  as an  officer,  director,
shareholder,   partner,  member,  associate,   employee,  consultant,  agent  or
representative,  become or be  interested  in,  or  associated  with,  any other
person,  firm,  company,  partnership or other entity  whatsoever,  engaged in a
business  that is  similar  or  comparable  and  competitive  with the  business
conducted by the Company during the Employment  Term in any of the markets where


                                      16

<PAGE>

the  Company  is  carrying  on  such  business  or  has  targeted  for  business
development; provided, however, that Executive may own as an investor securities
of any Company whose securities are registered under the Securities Act, so long
as she is not an  affiliate  (as  defined  in Rule 405  under  such Act) of such
Company.

                  (b)  In  all  events,   Executive   shall  not,   directly  or
indirectly,   during  the  period   commencing  on  termination  of  Executive's
Employment,  and ending 12 months after Executive's  employment with the Company
expires or terminates  for any reason,  induce or attempt to induce any employee
or agent of, or consultant to, the Company or any of the Company's affiliates to
terminate his or her employment or consultancy with the Company.

                  (c)      Except for those persons described in Section 6.2(c)
above, in no event, at any time, shall Executive request any person or entity to
curtail or cancel its business relationship with the Company.

7.       Inventions

                  (a)   Executive   agrees  to   disclose  to  the  Company  all
inventions, designs, product developments,  technological innovations, know-how,
tests, performance data and processes ("Inventions"), whether or not patentable,
copyrightable  or subject to  trademark  or service  mark,  made or conceived by
Executive,  directly or  indirectly,  during the term of this Agreement and that
relate  in any  way to the  business  of the  Company,  whether  or not  made or
conceived by Executive  during  working  hours.  Executive  agrees that all such
Inventions shall inure to, and be the property of, the Company.

                  (b)  Executive  agrees  (i)  to  assign  to the  Company,  its
successors and assigns,  all of Executive's  right, title and interest in and to
any such  Inventions,  (ii) during and after the term of this Agreement,  at the
Company's  expense,  cooperate with the Company in the

                                      17

<PAGE>


preparation  and filing of such  patent  applications  and other  documents  and
instruments  as the Company  shall deem  appropriate  to perfect and protect its
rights in and to such Inventions,  and (iii) to protect and defend the Company's
right,  title  and  interest  in and to any such  Inventions,  at the  Company's
expense.

                  (c)  Except  as  required  in the  conduct  of  the  Company's
business  or in the  discharge  of his  duties and  responsibilities  hereunder,
Executive will not publish or disclose, or authorize or permit anyone to publish
or  disclose,  during  or after  the  term of this  Agreement,  any  proprietary
knowledge or information concerning any Invention.

8.       Injunctive Relief

                  (a)  Executive  agrees that a violation of the  covenants  set
forth in Sections 5.2, 6 and 7, or any provision thereof, will cause irreparable
injury to the Company and that the Company shall be entitled, in addition to any
other rights and  remedies it may have,  at law or in equity,  to an  injunction
enjoining and restraining  Executive from doing or continuing to do any such act
or other violations or threatened violations of Sections 5.2, 6 and 7.

9.       Dispute Resolution

                  (a) Any and all disputes,  claims or controversies arising out
of or relating to this Agreement  that are not resolved  within 10 business days
shall be  submitted  to final and  binding  arbitration  in New York City before
J-A-M-S/ENDISPUTE,  or its successor,  pursuant to the United States Arbitration
Act, 9 U.S.C.  Sec. 1 et seq. Either party may commence the arbitration  process
called for in this  Agreement by filing a written  demand for  arbitration  with
J-A-M-S/ENDISPUTE,  with a copy to the  other  party.  The  arbitration  will be
conducted in accordance with the provisions of  J-A-M-S/ENDISPUTE's  Streamlined
Arbitration  Rules and  Procedures in effect at the time of filing of the demand
for arbitration.  The parties will cooperate

                                      18

<PAGE>


with  J-A-M-S/ENDISPUTE  and with one another in  selecting an  arbitrator  from
J-A-M-S/  ENDISPUTE's  panel of  neutrals,  and in  scheduling  the  arbitration
proceedings  so that a final  determination  can be made  within  30 days  after
submission to arbitration.  The parties  covenant that they will  participate in
the  arbitration  in good faith,  and that they will share equally in its costs.
However,  once an award is rendered,  the losing party shall be responsible  for
paying all of the winner's  reasonable  costs and  expenses of the  arbitration,
including  reasonable  attorney's  fees. The provisions of this Section 9 may be
enforced  by  any  Court  of  competent  jurisdiction,  and  the  party  seeking
enforcement  shall be entitled  to an award of all  reasonable  costs,  fees and
expenses,  including  attorneys'  fees,  to be paid by the  party  against  whom
enforcement is ordered. 10. Company Operational Issues

         10.1 Plant  Capacity.  Boundless  Corporation  will use its  reasonable
efforts  to  make  available  to the  Company  the  underutilized  manufacturing
capacity,  as it may exist  from time to time,  at its  manufacturing  facility,
located  at 100  Marcus  Boulevard,  Hauppauge,  New York  11788,  for which the
Company will be charged based on costs  competitive  with that prevailing in the
EMS  Industry.  Boundless  Corporation  will use best  efforts to advance to the
Company  the  working  capital  required  under  the  Company's  Business  Plan,
consistent  with Boundless  Corporation's  and its  affiliates'  working capital
requirements and with the consent of Boundless  Corporation's lenders, as may be
required under its loan agreements.  Boundless Corporation  understands that the
provision of the capital required for the operation of the Company's business is
a material inducement for the Executive to enter into this Agreement.

         10.2 Board of Directors.  The Company's Board of Directors will consist
of Joseph Joy, Anthony Giovaniello and three individuals  nominated by Boundless
Corporation.

                                      19

<PAGE>


Boundless  Corporation  will select the  Chairman of the Board and until the SEC
declares a  Registration  Statement or a Form 10 filed by the Company  effective
and provided  Executive  remains employed by the Company,  the Company will vote
its shares to Elect  Executive to the Board.  Subject to the Company's  By-Laws,
each  director  shall serve until his  successor  is elected,  or  appointed  or
qualified, or until his earlier death, resignation or removal.

         10.3 Officers.  The initial officers of the Company shall consist of J.
Gerald Combs, who shall serve as the Company's Chief Executive  Officer,  Joseph
Joy,  as  the  Chief  Operating  Officer,  Anthony  Giovaniello,   as  Executive
Vice-President, and Joseph Gardner, as Chief Financial Officer.

11.      Miscellaneous

         11.1 Notices. All notices,  requests,  demands and other communications
hereunder  shall be in writing and shall be deemed duly given when  delivered by
hand receipt  acknowledged  (which shall include  delivery by Federal Express or
similar  service  and by  facsimile)  or three  days  after  mailing,  if mailed
registered or certified mail, postage prepaid, return receipt requested, in each
case  addressed to Executive at his address in the  Company's  records and or to
the Company at its address above, with copies sent in the same manner:

                           If sent to the Company, to:
                           Boundless Manufacturing Services, Inc.
                           c/o Boundless Technologies
                           100 Marcus Boulevard
                           Hauppauge, NY  11788
                           with a copy to:

                                      20

<PAGE>


                           Fischbein Badillo Wagner Harding
                           909 Third Avenue
                           New York, NY  10022
                           Attn: Joseph L. Cannella, Esq.

                           If sent to Executive, to:
                           Tony Giovaniello
                           3400 Forest Hills Court
                           Redding, CA  96002
                           with a copy to:
                           Joseph Joy
                           434 Highwater Court
                           Chapin, SC  29063





or to such other  address as either party hereto shall have  designated  by like
notice to the other party hereto.

         11.2     Entire Agreement.  This Agreement constitutes the entire
agreement of the parties hereto with respect to the subject  matter hereof,  and
supersedes all prior agreements and undertakings of the parties hereto, oral and
written, with respect to the subject matter hereof.

         11.3     Applicable Law.  This Agreement shall be governed by the laws
of the State of New York, without regard to principles of conflict of laws.

                                      21

<PAGE>


         11.4  Headings.  The  headings  herein  are for  the  sole  purpose  of
convenience  of reference,  and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.

         11.5 Assignment. This Agreement and the benefits hereunder are personal
to the Company and Executive and are not assignable or transferable by either of
them, nor may the services to be performed  hereunder be assigned by the Company
to any person, firm or company;  provided,  however, that this Agreement and the
benefits  hereunder may be assigned by the Company to any company  acquiring all
or  substantially  all of the assets of the Company or to any company into which
the Company may be merged or  consolidated,  and this Agreement and the benefits
hereunder will  automatically  be deemed assigned to any such company;  provided
further,  however,  that nothing herein shall preclude Executive's  beneficiary,
legatee or devisee or the legal  representative  of Executive or his estate from
receiving any amount or benefit that may be payable or provided to or in respect
of Executive hereunder following his death or legal incompetency.

         11.6 Severability.  If in any jurisdiction any term or provision hereof
is invalid or  unenforceable,  (a) the remaining  terms and  provisions  thereof
shall  be  unimpaired,  (b)  any  such  invalidity  or  unenforceability  in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction and (c) the invalid or unenforceable term or provision shall,
for  purposes of such  jurisdiction,  be deemed  replaced by a term or provision
that is valid and enforceable and that comes closest to expressing the intention
of the invalid or unenforceable  term or provision (but such  replacement  shall
not in any case be more restrictive or burdensome on Executive or the Company).

                                      22

<PAGE>

         11.7  Amendment;  Waiver.  This  Agreement  may be  amended,  modified,
superseded, cancelled, renewed or extended and the terms or covenants hereof may
be waived,  only by a written instrument executed by both of the parties hereto,
or in the case of a waiver,  by the party  waiving  compliance.  The  failure of
either party at any time or times to require performance of any provision hereof
shall in no manner  affect  the right at a later time to  enforce  the same.  No
waiver by either  party of the breach of any term or covenant  contained in this
Agreement,  whether by conduct or otherwise, in any one or more instances, shall
be deemed to be, or  construed  as, a further or  continuing  waiver of any such
breach,  or a waiver of the breach of any other term or  covenant  contained  in
this Agreement.

         11.8 Right of First  Refusal.  If, at any time  prior to the  Company's
consummating  a  "public   offering"  of  its  Capital  Stock,   pursuant  to  a
registration  statement  declared  effective  by  the  Securities  and  Exchange
Commission under the Securities and Exchange Act of 1933, the Executive receives
a bona fide  written  offer from a third party to purchase  all or a part of the
Executive  Shares or any Shares  Acquired by  Executive by exercise of incentive
stock options ("Option Shares") (a "Purchase  Offer"),  then the Executive shall
immediately give notice enclosing a copy of the Purchase Offer to Boundless, and
Boundless shall have the option,  exercisable within thirty (30) days after such
notice is given,  to purchase the  Executive  Shares and/or Option Shares at the
same price and upon the same terms as those  contained in the Purchase Offer. In
the absence of such purchase by Boundless Corporation, Executive may sell all or
a portion of the  Executive  Shares to the third  party,  pursuant  to the terms
described  in the Purchase  Offer.  Any  modification  of such bona fide written
offer by said third party shall  constitute a new offer  hereunder and thus must
be submitted by Executive to Boundless Corporation under this Section 11.8.

                                      23

<PAGE>


         11.9  Survival.  The respective  rights and  obligations of the parties
hereunder  shall  survive  any  termination  of  this  Agreement  to the  extent
necessary to the intended preservation of such rights and obligations.

         11.10 Counterparts.  This  Agreement  may be  executed  in two or more
counterparts,  each of which shall be deemed to be an original  but all of which
together shall constitute one and the same instrument.

               IN WITNESS WHEREOF, the parties have duly executed this Agreement
 as of the date first above written.



                                        BOUNDLESS MANUFACTURING SERVICES, INC.



                                        By:  /s/
                                             ---------------------------------
                                             Authorized Signatory

                                             /s/
                                             ---------------------------------
                                             Tony Giovaniello

                  The  undersigned  hereby  guarantees  the  performance  of the
Company's obligations set forth this Agreement.

                                                     BOUNDLESS CORPORATION


                                     By: /s/
                                         -------------------------------------


                                       24