Exhibit 10(aa) to 1998 10-K


                              EMPLOYMENT AGREEMENT
                              --------------------


     THIS EMPLOYMENT  AGREEMENT (the  "Agreement") is entered into as of June 1,
1998, (the "Effective  Date"), by and between Boundless  Technologies,  Inc. and
Boundless Corporation, both Delaware corporations,  ("Company") and James Gerald
Combs ("Employee").

                                    RECITALS
                                    --------

     A.  Company  desires  to employ  Employee  as its Chief  Executive  Officer
because of his  experience  and  expertise  and to secure his services  upon the
terms and subject to the conditions set forth in this Agreement.

     B.  Employee  desires  and is willing to accept such  employment  upon such
terms and subject to the conditions set forth in this Agreement.

     THEREFORE,  for  and in  consideration  of the  foregoing  and  the  mutual
covenants and agreements contained in this Agreement, Company and Employee agree
as follows;

     1.  Employment.  Upon the terms and subject to the conditions  contained in
this Agreement, Company hereby employs Employee; and the Employee hereby accepts
such employment, upon such terms and subject to such conditions.

     2.  Duties and Authority.

          2.1 Duties of Employee.  During the term of this  Agreement,  Employee
will serve as Company's Chief  Executive  Officer and will faithfully and to the
best of his ability  perform  such duties  consistent  with the  Position as are
determined  and  directed by the Board of  Directors.  In his  capacity as Chief
Executive Officer, Employee will be generally responsible for the conception and
implementation  of  the  overall  strategy  and  direction  of the  Company.  In
performing  his duties under this  Agreement,  Employee  will fully  support and
cooperate  with Company's  efforts to develop its markets,  expand its business,
and operate  profitably  and in conformity  with  business and  strategic  plans
approved from time to time by Company's Board of Directors.

          2.2 Direction from Board of Directors. Employee will look primarily to
the Board of  Directors  for  direction  and guidance as to the  performance  of
Employee's  duties under this  Agreement.  To facilitate  communication  between
Employee  and the Board of  Directors,  Employee  will  report on the  status of
Employee's  activities and the performance of Employee's  duties to the Board of
Directors  at  such  times  as he may be  requested  to do so by  the  Board  of
Directors.

          2.3  Employees   Authority.   In  performing  his  duties  under  this
Agreement,  Employee  will  have  such  authority  as is  necessary  for  him to
implement the directives of, and policies and procedures adopted by the Board of
Directors.

          2.4 Time and Attention to Services. Employee will devote substantially
all of his time and attention to the performance of his duties to Company during
the term of this Agreement.  Company,  however,  recognizes that Employee may be
engaged in other  non-conflicting  passive business investments and in community
activities  unrelated to his duties under this  Agreement that will require some
portion of his time, and Company hereby consents to Employee's attention to such
other activities so long as such activities (a) do not hinder Employee's ability
to perform his duties under this  Agreement  and (b) do not represent a conflict
of interest in  contravention  of the  agreements  contained in paragraph 7 or a
competitive  activity in contravention of the agreements  contained in paragraph
5.5 of this Agreement.



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     3.  Term and Termination.

          3.1 Term.  This  Agreement is effective as of the  Effective  Date and
will continue in effect through May 31, 2001,  (the "Initial Term") unless it is
(a)  terminated in accordance  with  paragraph 3.2 or (b) extended in accordance
with paragraph 3.3.

          3.2  Termination.  This  Agreement may be terminated  prior to May 31,
2001, or during any extension provided by paragraph 3.3, as follows:

          (a) Termination by Mutual Consent. This Agreement may be terminated at
any time by the written mutual consent of Company and Employee.

          (b) Termination by Company for Cause. This Agreement may be terminated
by Company at any time for Cause by the delivery to Employee of a written notice
of  termination  stating the effective  date of  termination  and the basis upon
which this Agreement is being  terminated.  As used in this Agreement,  the term
"Cause"  means (a) a material  default in the  performance  of Employees  duties
under this Agreement, or (b) Employee's dishonesty,  willful misconduct,  breach
of fiduciary duty involving personal profit, willful violation of any law, rule,
or regulation,  action (or omission)  involving  moral  turpitude and reflecting
unfavorably  upon the public image of Company or its  Affiliates,  or action (or
omission)  abiding or abetting a competitor,  supplier or customer of Company or
its Affiliates to the material  disadvantage of Company or its  Affiliates;  and
the term Affiliates means any other person or entity who directly  controls,  is
controlled  by, or is under  common  control  with  Company or any  Affiliate of
Company (means possession,  directly or indirectly,  of power to direct or cause
the  direction of management or policies,  whether  through  ownership of voting
securities or otherwise).  In the event of termination for Cause,  Employee will
be entitled to such salary and  benefits as have  accrued  under this  Agreement
through the effective date of termination, but will not be entitled to any other
salary, benefits, or other compensation after such date.

          (c)  Termination  by Company  Without  Cause.  This  Agreement  may be
terminated by Company at any time without Cause by the delivery to Employee of a
written  notice of  termination  not less than two weeks prior to the  effective
date of  termination.  Upon  such  termination,  Employee  will be paid (I) such
salary,  vacation,  and other  benefits  as have  accrued  under this  Agreement
through the effective date of  termination  and (ii) for a period of twenty four
(24)  months  after the date of  termination,  Company  shall pay  Employee  the
equivalent of Employee's  monthly base annual salary (the  "Severance  Payment")
provided  that employee  complies  with the  provisions of paragraphs 5 and 7 of
this Agreement.  The Severance  Payment less applicable  withholding for federal
taxes shall be paid in semi-monthly  installments or otherwise in such manner as
the salaries of other executive  officers of the company paid in accordance with
Company policy. Under no circumstances, however will company be obligated to pay
any bonus or other compensation after the date of termination except as provided
herein.

          (d)  Termination  by Employee.  This  Agreement  may be  terminated by
Employee at any time,  with or without  Cause,  by the  delivery to Company of a
written  notice of  termination  not less than two weeks prior to the  effective
date of termination.  In the event of termination by Employee,  Employee will be
paid such  salary,  vacation  and other  benefits  as have  accrued  under  this
Agreement through the effective date of termination, but will not be entitled to
any other salary, benefits, or other compensation after such date.

          (e)  Termination  Upon Death or Disability of Employee This  Agreement
will be terminated  immediately  upon the death or permanent  disability  (which
shall be determined  in good faith by Company's  Board of Directors as such time
as Employee becomes physically or mentally incapable of properly  performing his
duties under this Agreement and such  incapacity will exist or can reasonably be
expected  to exist  for a period  of one  hundred  and  twenty  days or more) of
Employee.  Upon such  determination the employee or his beneficiary will be paid
(I) such  salary,  vacation,  and other  benefits  as have  accrued  under  this
Agreement  through the effective  date of  termination  and (ii) for a period of


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twenty  four  (24)  months  after  the date of  termination,  Company  shall pay
Employee or his  beneficiary  the  equivalent of Employee's  monthly base annual
salary provided that employee complies with the provisions of paragraphs 5 and 7
of this  Agreement.  In addition,  Employee or his  beneficiary as designated in
writing to Company (or his estate,  if no such  beneficiary has been designated)
will be entitled to such benefits (I) as are consistent with Company policy then
if in effect or (ii) as are  determined  by Company's  Board of Directors in its
sole discretion.

          3.3  Extension  of Term.  The term of this  Agreement  may be extended
beyond the Initial Term, by the mutual  agreement of Employee and Company and on
such basis as employee and Company  shall  agree.  Each such  extension,  unless
expressly  agreed  otherwise by Employee  and Company,  will be for one (1) year
commencing on June 1 of the year following the expiration of the Initial Term or
any renewal term. Mutual agreement to extend the term of this Agreement shall be
evidenced by either (a) a written agreement  executed by Company and Employee or
(b) the continuation of Employee's  performance of services under this Agreement
with the approval of Company and without notice of termination  given by Company
or Employee.  Any extended term of this Agreement may be terminated as set forth
in  paragraph  3.2 above,  unless  otherwise  agreed in  writing by Company  and
Employee.

          3.4 Salary,  Performance  Award and Bonus  Payments.  In the event the
Employee's  employment  with  the  company  is  terminated  within  three  years
following the  occurrence of a Change of Control (other than as a consequence of
his  death or  disability,  or of his  normal  retirement  under  the  company's
retirement  plans and practices)  either (I) by the Company for any reason other
than for Cause in accordance with paragraph  3.2(b),  or (ii) by the Employee in
accordance  with the provisions of Paragraph  3.2(d)  hereof,  then the Employee
shall be entitled to receive from the Company, the following:

          (a) Base Salary. The Employee's annual base salary as in effect at the
date  of  termination,  multiplied  by  two,  shall  be  paid  on  the  date  of
termination;

          (b) Stock Options. Unvested stock options will vest and be exercisable
immediately upon the date of termination.

          (c)   Noncompetition/Nonsolicitation   Period:   In  the  event  of  a
termination under the  circumstances  described in Paragraph 3.4, the provisions
of  Paragraphs 5 and 6 shall be without  force and effect and shall not apply to
the Employee.

          (d) For purposes of this Agreement, the term "change of control" shall
mean:

               (i)  The  acquisition,  other  than  from  the  Company,  by  any
Individual,  entity or group (within the meaning of Rule 13d-3 promulgated under
the Exchange Act or any successor  provision) (any of the foregoing described in
this Paragraph 9.c.i hereafter a "Person") of 33% or more of either (a) the then
outstanding  shares of Capital  Stock of the Company (the  "Outstanding  Capital
Stock")  or (b)  the  combined  voting  power  by the  then  outstanding  voting
securities  of the  Company  entitled  to  vote  generally  in the  election  of
directors (the "Voting Securities"),  provided, however, that any acquisition by
(x) the company or any of its subsidiaries, or any the Employee benefit plan (or
related trust) sponsored or maintained by the Company or any of its subsidiaries
or (y) any Person that is eligible, pursuant to Rule 13d-1(b) under the Exchange
Act,  to file a  statement  on  Schedule  13G  with  respect  to its  beneficial
ownership  of Voting  Securities,  whether or not such Person shall have filed a
statement on Schedule 13G,  unless such Personal shall have filed a statement on
Schedule 13D with respect to  beneficial  ownership of 33% or more of the Voting
Securities  or  (z)  any  corporation  wit  respect  to  which,  following  such
acquisition,  more than 60% of,  respectively,  the then  outstanding  shares of
common  stock of such  corporation  and the  combined  voting  power of the then
outstanding voting securities of such corporation  entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by


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all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of the Outstanding  Capital Stock and Voting  Securities
immediately  prior to such acquisition in  substantially  the same proportion as
their  ownership,  immediately  prior  to such  acquisition  of the  Outstanding
Capital Stock and Voting Securities,  as the case may be, shall not constitute a
Change of Control; or

               ii.  Individuals  who, as of the Effective  Date,  constitute the
Board (the  "Incumbent  Board")  cease for any reason to  constitute  at least a
majority  of the  Board,  provided  that  any  individual  becoming  a  director
subsequent to the Effective  Date whose  election or nomination  for election by
the Company's shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual  were a  member  of the  Incumbent  Board,  but  excluding,  for this
purpose, any such individual whose initial assumption of office is in connection
with an actual or threatened  election  contest  relating to the election of the
Directors  of the Company  (as such terms are used in Rule 14a-11 of  Regulation
14A, or any successor section, promulgated under the Exchange Act); or

               iii.   Approval  by  the   shareholders   of  the  Company  of  a
reorganization,  merger or  consolidation  (a "Business  Combination"),  in each
case, with respect to which all or substantially  all holders of the Outstanding
Capital  Stock  and  Voting  Securities   immediately  prior  to  such  Business
Combination  do not,  following  such Business  Combination,  beneficially  own,
directly or indirectly,  more than 60% of,  respectively,  the then  outstanding
shares of common  stock and the combined  voting  power of the then  outstanding
voting  securities  entitled to vote generally in the election of directors,  as
the case may be, of the corporation resulting from the Business Combination; or

               iv. (a) a completed  liquidation or dissolution of the Company or
(b) a sale or other disposition of all or substantially all of the assets of the
Company other than to a corporation  with respect to which,  following such sale
or disposition,  more than 60% of, respectively,  the then outstanding shares of
common  stock  and the  combined  voting  power of the then  outstanding  voting
securities entitled to vote generally in the election of directors is then owned
beneficially,  directly  or  indirectly,  by  all  or  substantially  all of the
individuals  and entities who were the beneficial  owners,  respectively  of the
Outstanding  Capital Stock and Voting Securities  immediately prior to such sale
or disposition in  substantially  the same  proportion as their ownership of the
Outstanding Capital Stock and Voting Securities, as the case may be, immediately
prior to such sale or disposition.

     4.  Compensation.

          4.1 Base Annual Salary.  In  consideration  for the performance of his
duties under this Agreement, Employee will be paid a base annual salary of Three
Hundred Twenty Five Thousand Dollars ($325,000.00), which shall be payable (less
applicable  withholding  for  federal  taxes) in  semi-monthly  installments  or
otherwise in such manner as the salaries of other executive  officers of Company
are paid in accordance with Company policy.

          4.2 Annual  Salary  Review.  Company's  President  and CEO will review
Employee's  base annual  salary level on an annual  basis and may elect,  on the
basis of such  review,  to increase  Employee's  base annual  salary and award a
performance  bonus  on the  basis  of  Company's  profitability  and  Employee's
individual  performance;  but any such increase in Employee's base annual salary
or the  awarding of a bonus will be made solely at the  discretion  of Company's
Board of Directors.

          4.3  Expenses  and  Reimbursements.   Employee  will  be  entitled  to
reimbursement  for reasonable  out-of-pocket  expenses incurred by Employee that
are directly  attributable  to the  performance of Employee's  duties under this
Agreement.  Employee will adhere to Company's customary practices and procedures
with respect to incurring  out-of-pocket  expenses and will present such expense
statements,  receipts,  vouchers, or other evidence supporting expenses incurred
by  Employee  as  Company  may  from  time to  time  request.  Employee  will be


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<PAGE>

reimbursed for car expenses including lease payments,  parking and insurance.

          4.4  Benefits.  During the term of this  Agreement,  Employee  will be
entitled to the benefits generally provided or made available to other executive
officers  of Company,  including,  but without  limitation,  such group  medical
(including  dental) insurance and life insurance  benefits as are made available
to employees of Company  generally and  participation in any "cafeteria" plan or
retirement plan that may be available to employees of Company (subject, however,
to (i)  eligibility  and (ii)  modification  or elimination  in accordance  with
Company's standard policies as in effect from time to time) and to the following
specific benefits:

               (a) Vacation. Employee will be entitled to six weeks vacation.

               (b) Sick  Leave.  Employee  will be  entitled  to six months sick
leave.

          4.5 Stock Options.  As a material inducement to Employee to enter into
this  Agreement,  as soon after the Effective Date as practicable and subject to
approval of the Board of Directors,  Company agrees that it will grant an option
(the  "Option") to Employee to purchase up to 150,000  shares of common  capital
stock of Company (the "Option  Shares")  pursuant to the terms of the  Company's
stock option plan (the "Option Plan"). The Option will be evidenced by a written
agreement (the "Option Agreement") executed by Company and Employee.  The Option
Agreement  (a) will  specify the  purchase  price to be paid by Employee for the
Option  Shares upon his  exercise  of the Option  (which will be the fair market
value of the Option  Shares);  (b) will provide  that  Employee may exercise the
option over a three year period as follows:  (i) as to thirty three (33%) of the
Option  Shares,  on and  after  May 31,  1999  and,  (b) will  provide  for such
restrictions on  transferability as may be reasonably  required by Company;  and
(c) will set forth other terms and conditions  related to the Option agreed upon
by Company and Employee.  If Employee is terminated without cause, or there is a
change of control, all option shares will vest and be exercisable.

          4.6 Relocation  Reimbursement.  Upon Company's  request to Employee to
relocate, Company shall reimburse Employee for reasonable relocation expenses.

     5. Confidentiality and Non-Disclosure.

          5.1 Detrimental  Statements.  For so long as this Agreement remains in
effect and for a period of 18 months after the date of termination or expiration
of this  Agreement (the  "Applicable  Period"),  Employee will not,  directly or
indirectly,  in any individual or representative  capacity whatsoever,  make any
statement,  oral or written, or perform any act or omission which is or could be
detrimental  in any material  respect to the goodwill of Company,  provided that
any  truthful  statement  made by Employee in good faith shall not violate  this
subparagraph.

          5.2  Covenant  of   Confidentiality.   The  Employee   recognizes  and
acknowledges  that he will be provided  access to  confidential  information and
trade secrets of the Company, and other entities doing business with the Company
relating to research, development, manufacturing, marketing, financial and other
business-related  activities  or may  discover,  conceive,  perfect or  develop,
solely or jointly with others, inventions, discoveries,  improvements, know-how,
computer  programs,  or other  technical,  manufacturing,  marketing,  customer,
and/or financial data and information,  including without limitation,  access to
information  regarding  the  upgrading  of  current  Company  products  and  the
development  of new  products  (hereinafter  "CONFIDENTIAL  INFORMATION").  Such
CONFIDENTIAL  INFORMATION constitutes valuable,  special, and unique property of
the  Company,  and/or  other  entities  doing  business  with  the  Company.  In
consideration  of such access to  Confidential  Information,  Employee will not,
during or after the term of his  employment by the Company,  make any use of, or
disclose  any  of  such   CONFIDENTIAL   INFORMATION  to  any  person  or  firm,
corporation,  association, or other entity for any reason or purpose whatsoever,
except as is  generally  available to the public or as  specifically  allowed in
writing by an authorized representative of the Company.



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          5.3 No Use of Confidential  Information of Others. The Employee agrees
not to make use of or disclose any  confidential  information,  including  trade
secrets, of prior employers in carrying out Employee's duties for Company.

          5.4 Return of  Confidential  Information.  Upon the  expiration of the
term or  termination of this  Agreement,  Employee will surrender to Company all
tangible Confidential Information in the possession of, or under the control of,
Employee, including, but without limitation, the originals and all copies of all
software,  drawings,  manuals, letters, notes, notebooks,  reports and all other
media,  material and records of any kind, and all copies  thereof  pertaining to
Confidential  Information  acquired or developed by the Employee during the term
of Employee's  employment.  Employee  further  agrees that upon  termination  of
Employee's  employment,  for any  reason,  and at the  request  of the  Company,
Employee shall make himself available and shall meet with representatives of the
Company.  At such meeting,  Employee shall fully disclose and deliver any of the
above  described  materials  in  Employee's  possession  and,  at the  Company's
request,  shall execute any and all documents reasonably necessary to ensure and
verify compliance with this paragraph 5.

          5.5 Right to Injunctive Relief. Employee acknowledges that a violation
or  attempted  violation on his part of any  agreement in this  paragraph 5 will
cause irreparable damage to Company and its Affiliates, and accordingly Employee
agrees that Company shall be entitled as a manner of right to an injunction, out
of any court of competent  jurisdiction,  restraining  any  violation or further
violation of such agreements by Employee; such right to an injunction,  however,
shall be cumulative and in addition to whatever other remedies Company may have.
Furthermore, Employee shall be entitled to seek a declaratory judgment regarding
any conduct or enterprise to determine  whether or not such conduct or violation
is  violative of the terms of this  Agreement;  provided  however,  that no suit
shall be filed until  Employee has given  Company at least 15 days to respond to
Employee's  written request for permission to undertake  certain requested acts.
The terms  and  agreements  set  forth in this  paragraph  5 shall  survive  the
expiration of the term or  termination  of this  Agreement  for any reason.  The
existence  of any claim of Employee,  whether  predicated  on this  Agreement or
otherwise,  shall not constitute a defense to the  enforcement by Company of the
agreements contained in this paragraph 5.

     6. Conflict of Interest.  In keeping with  Employee's  fiduciary  duties to
Company,  Employee  agrees that while  employed  by Company he will not,  acting
alone or in conjunction with others, directly or indirectly,  become involved in
a conflict of interest or, upon discovery thereof,  allow a conflict of interest
to continue.  Moreover, Employee agrees that he will immediately disclose to the
Board of  Directors  of Company  any facts which  might  involve any  reasonable
possibility of a conflict of interest.  It is agreed that any direct or indirect
interest in, connection with, or benefit from any outside activities, where such
interest might in any way adversely affect Company, involves a possible conflict
of  interest.  Circumstances  in which a  conflict  of  interest  on the part of
Employee might arise, and which must be reported  immediately by Employee to the
Board of Directors of Company,  include,  but are not limited to, the following:
(a) ownership of a material interest in any supplier, contractor, subcontractor,
customer,  or other entity with which Company does  business;  (b) acting in any
capacity,   including  director,   officer,   partner,   consultant,   employee,
distributor,  agent,  or the like,  for a supplier,  contractor,  subcontractor,
customer,  or other entity with which  Company  does  business;  (c)  accepting,
directly or indirectly,  payment, service, or loans from a supplier, contractor,
subcontractor,  customer,  or other  entity with which  Company  does  business,
including, but not limited to, gifts, trips,  entertainment,  or other favors of
more than a nominal value; (d) misuse of Company's  information or facilities to
which  Employee  has access in a manner which will be  detrimental  to Company's
interest,   such  as  utilization   for  Employee's  own  benefit  of  know-how,
inventions, or information developed through Company's business activities;  (e)
disclosure  or other misuse of  Confidential  Information  of any kind  obtained
through  Employee's  connection  with Company;  (f) the  ownership,  directly or
indirectly, of a material interest in an enterprise in competition with Company,
or  acting as an  owner,  director,  principal,  officer,  partner,  consultant,
employee, agent, servant, or otherwise of any enterprise which is in competition


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with Company;  and (g) appropriation of a Corporate  Opportunity,  as defined in
paragraph 8 of this Agreement.

     7. Corporate Opportunities. Employee acknowledges that during the course of
his  employment  by Company he may be offered  or become  aware of  business  or
investment  opportunities  in which  Company  may or might have an  interest  (a
"Corporate  Opportunity")  and that he has a duty to advise  Company of any such
Corporate  Opportunities before acting upon them.  Accordingly,  Employee agrees
(a)  that he will  disclose  to  Company's  Board  of  Directors  any  Corporate
Opportunity offered to Employee or of which Employee becomes aware, and (b) that
he will not act upon any  Corporate  Opportunity  for his own benefit or for the
benefit of any person or entity other than Company  without first  obtaining the
consent or approval of Company's  Board of Directors  (whose consent or approval
may be  granted  or  denied  solely  at the  discretion  of  Company's  Board of
Directors).

     8. Company's  Right of Offset.  Should  Employee at any time be indebted to
Company, or otherwise obligated to pay money to Company for any reason, Company,
at its election,  may offset  amounts  otherwise  payable to Employee under this
Agreement, including, but without limitation, salary and bonus payments, against
any such indebtedness or amounts due from Employee to Company.

     9. Miscellaneous.

          9.1 Governing Law. This  agreement  shall be governed by and construed
in accordance with the substantive laws of the State of Texas.

          9.2  Entirety  and  Amendments.  This  Agreement  embodies  the entire
agreement   between  the  parties  and  supersedes  all  prior   agreements  and
understandings  relating to the subject matter hereof;  provided,  however, that
this Agreement does not supersede or terminate the  obligations  and assignments
of Employee  arising under the  Assignment  and  Nondisclosure  Agreement.  This
Agreement  may be amended or modified  only in writing  executed by Employee and
another officer of Company expressly authorized by Company's Board of Directors.

          9.3 Notices.  Any notice or other  communication  hereunder must be in
writing to be effective  and shall be deemed to have been given when  personally
delivered  to Employee  or Company  or, if mailed,  on the third day after it is
enclosed in an envelope and sent certified  mail/return receipt requested in the
United  States  mail.  Either party may from time to time change its address for
notification  purposes  by giving  the  other  party  written  notice of the new
address and the date upon which it will become  effective.  The address for each
party for notices hereunder is as follows:

                    Employee:  J. Gerald Combs
                               200 Central Park South
                               New York, New York 10019

                    Company:   Boundless Technologies, Inc.
                               Attn: President and CEO
                               100 Marcus Boulevard
                               Hauppauge, New York 11788-3762

          9.4  Attorney's  Fees.  In the event that either  party is required to
obtain the  services of an attorney in order to enforce any right or  obligation
hereunder,  the  prevailing  party  shall  be  entitled  to  recover  reasonable
attorney's fees and court costs from the other party.

          9.5  Assignability;  Binding  Nature.  This  Agreement is binding upon
Company and Employee and their  respective  successors,  heirs and assigns.  The
rights and obligations of Employer  hereunder may be assigned by Employer to any
entity  that  succeeds  to all or  substantially  all of the assets of  Employer
through merger, consolidation, liquidation, acquisition of assets, or otherwise.

          9.6 Headings.  The headings of paragraphs  contained in this Agreement
are for  convenience  only and  shall not be deemed  to  control  or affect  the
meaning or construction of any provision of this Agreement.



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          9.7  Severability.  If, but only to the extent that,  any provision of
this  Agreement is declared or found to be illegal,  unenforceable,  or void, so
that both  Company and  Employee  would be relieved of all  obligations  arising
under such  provision,  it is the  agreement of Company and  Employee  that this
Agreement  shall be deemed  amended by  modifying  such  provision to the extent
necessary to make it legal and enforceable  while preserving its intent. If such
amendment is not possible,  another  provision that is legal and enforceable and
achieves the same objective shall be substituted  therefor.  If the remainder of
this Agreement is not affected by such  declaration or finding and is capable of
substantial  performance by both Company and Employee,  then the remainder shall
be enforced to the extent permitted by law.

          9.8  Arbitration.  Any and all  controversies,  claims,  disputes,  or
questions  arising out of or relating to this  agreement  shall be  submitted to
binding  arbitration  in Austin,  Texas and shall be  conducted  pursuant to the
commercial arbitration rules of the American Arbitration Association;  provided,
however,  that  Company  shall  also be  permitted  to seek  judicial  relief as
provided in paragraph 5.6.

          9.9  Survival  of  Terms.  The  terms  and  agreements  set  forth  in
paragraphs 5 and 7 shall survive the  expiration of the term or  termination  of
this Agreement regardless of the reason. The existence of any claim of Employee,
whether  predicated  on this  Agreement  or  otherwise,  shall not  constitute a
defense to the enforcement by Company of the agreements  contained in paragraphs
5 and 7.

          9.10  Counterparts.  This  Agreement  may be  executed  in one or more
counterparts, each of which will be deemed to be part of the same instrument.

          Executed as of the Effective Date set forth above by:



Boundless Technologies, Inc.                         Employee


By: /s/                                              /s/
    -------------------------------                  -----------------------
    Daniel Matheson                                  James Gerald Combs

Title:   Chairman, Compensation Committee

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