Exhibit 10(f)


                              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 Joseph Joy, an individual  residing at 434  Highwater  Court,
Chapin, SC 29063 ("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 Chief Operating
Officer, 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 Chief Operating Officer
of  the  Company.  In  such  capacity,  and  subject  to the  current  operating
guidelines  and  procedures  which apply to the


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Company's  affiliate,  Boundless  Technologies,  Inc.,  Executive shall have the
power, authority and responsibility to direct and supervise 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)  preparing 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)  managing the other  executives  and  personnel of the
Company;  (iii) 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 Chief Operating
Officer  of a  business  at the  Company's  stage  of  development  and  growth.
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
Chapin,  South Carolina,  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.

         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.

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         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 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

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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  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

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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  Joseph Joy 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
$158,700 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 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

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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
         95-100%                           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 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

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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
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

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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.

         2.5  Signing Bonus.  Executive shall be paid a one time signing
bonus of $10,000 within 30 days of execution of this agreement.

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,  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

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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 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

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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 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

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

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         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.

         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

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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 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


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<PAGE>

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;

                  (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


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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.

         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
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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
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

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<PAGE>

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 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

                                       17

<PAGE>

(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 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

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<PAGE>

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.  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

                                       19

<PAGE>

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:


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<PAGE>
                           FischbeinoBadillooWagneroHarding
                           909 Third Avenue
                           New York, NY  10022
                           Attn: Joseph L. Cannella, Esq.

                           If sent to Executive, to:

                           Joseph Joy
                           434 Highwater Court
                           Chapin, SC  29063

                           with a copy to:


                           Tony Giovaniello
                           3400 Forest Hills Court
                           Redding, CA  96002

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.

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<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).

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<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.

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<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/
                                  ---------------------------------
                                  Joseph Joy

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

                             BOUNDLESS CORPORATION


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

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