EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT  AGREEMENT (the "Agreement") is entered into as of February
9, 1998, (the "Effective Date"), by and between Boundless Technologies,  Inc., a
Delaware corporation ("Company"), and Kenneth Hayes East, ("Employee").

                                    RECITALS

     A.  Company  desires to employ  Employee  as its Chief  Technology  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.

     D.  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 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 Technology  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 President and Chief  Executive  Officer.  In his
capacity as Chief Technology Officer, Employee will be generally responsible for
the  development of new technology  and the  enhancement of existing  technology
products 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  President and Chief  Executive  Officer.  Employee
will look primarily to the President and Chief Executive  Officer of Company for
direction and guidance as to the  performance  of  Employee's  duties under this
Agreement.  To facilitate  communication  between Employee and the President and
Chief  Executive  Officer,  Employee  will  report on the  status of  Employee's
activities and the  performance of Employee's  duties to the President and Chief
Executive Officer at such times as he may be requested to do so by the President
and Chief Executive Officer.

          2.3  Employee's  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
President and Chief Executive  Officer of Company and to oversee the development
of new technology and enhancement of existing products.

          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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<PAGE>

    3.       Term and Termination.

          3.1 Term.  This  Agreement is effective as of the  Effective  Date and
will continue in effect through  February 8, 2000, ( 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 February 9,
2000, 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 Employee's
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  "Affiliate"  means  any other  person  or entity  who
directly controls,  is controlled by, or is under common control with Company or
any  Affiliate  of  Company  (and  "control"   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 six (6)
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,  6 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 Company  are 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 accordance with Company's  disability plan as then
in effect,  or if no such plan is then in effect, as determined in good faith by
Company's  Board of Directors  at 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 ninety  days or more) of  Employee.  In either  such  event,  Employee or his


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<PAGE>

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 January 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.

     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 One
Hundred  Fifty  Thousand  Dollars  ($150,000.00),  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 (ranging from 0% to 66% of Employee's  base annual salary) 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 President and CEO.

          4.3  Sign-In  Bonus.  Company  shall pay  Employee a sign-in  bonus of
Thirty-Five  Thousand Dollars ($35,000) less applicable  withholding for federal
taxes upon Employee's commencement of full-time employment with the Company.

          4.4  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.

          4.5  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 such vacation time as
is allotted to other executive officers of Company.

               (b) Sick Leave.  Employee will be entitled to the  benefits,  and
subject  to all  provisions  of,  Company's  standard  policies  and  procedures
regarding sick leave and time off.



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<PAGE>

          4.6 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 300,000  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 five year period as follows:  (i) as to twenty-five  percent (25%)
of the Option Shares, on and after February 9, 1999 and (ii) as to the remaining
percent of the Option  Shares,  in  accordance  with the terms of the  Company's
Option Plan (provided, that Employee remains employed by Company on each of such
dates);  (c) will provide for such  restrictions  on  transferability  as may be
reasonably  required  by  Company;  and (d)  will  set  forth  other  terms  and
conditions  related  to the  Option  agreed  upon by Company  and  Employee.  If
Employee is terminated without cause,  Option Shares which had vested before the
date of termination,  may be exercised by Employee in accordance with the Option
Plan.

          4.7 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.

          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


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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 Covenant Not to Compete. As an ancillary covenant to the terms and
conditions  set  forth  elsewhere  in  this  Agreement,  and in  particular  the
covenants set forth in paragraph  5.2,  paragraph  5.3, and paragraph 5.4 above,
and in  consideration  of the mutual  promises set forth in this  Agreement  and
other good and valuable  consideration  received  and to be  received,  Employee
agrees that,  during the term of this  Agreement,  and throughout the Applicable
Period, Employee will not, directly or indirectly,  own or become employed by or
otherwise  provide  consulting  services to, any business engaged or planning to
become  engaged in the business of providing or marketing  ANSI/ASCII  character
terminals;  thin client  devices  including  network  computers;  Windows  based
terminals;  thin  clients;  Internet  terminals;  CITRIX based  remote  clients;
clients  utilizing  the ICA  protocol;  or X terminals  in the United  States of
America,  Europe, Asia, Mexico,  Brazil,  Venezuela,  and India, or any business
competitive  with Company prior to the date of  termination of this Agreement in
the United States of America, Europe, Asia, Mexico, Brazil, Venezuela, or India.
Employee  understands  that the current  business  activities of Company and its
Affiliates include the business of providing or marketing computer based systems
or services which relate to ANSI/ASCII character terminals;  thin client devices
including network  computers;  Windows based terminals;  thin clients;  Internet
terminals; CITRIX based remote clients; clients utilizing the ICA protocol; or X
terminals  in the  United  States of  America,  Europe,  Asia,  Mexico,  Brazil,
Venezuela,  and India,  and that Company and its Affiliates have plans to expand
the scope of such  activities and the  geographic  area of operations of Company
and its  Affiliates in the near future with the direct  involvement of Employee,
therefore,  Employee agrees that the limitations as to time,  geographical area,
and  scope of  activity  contained  in this  covenant  do not  impose a  greater
restraint than is necessary to protect the goodwill and other business interests
of Company, and are therefore  reasonable.  If any provision of this covenant is
found to be invalid  in part or in whole,  Company  may elect,  but shall not be
required, to have such provision reformed,  whether as to time, area covered, or
otherwise,  as and to the extent required for its validity under  applicable law
and, as so reformed, such provision shall be enforceable.

          5.6 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.       Inventions or Discoveries.

          6.1  Inventions.

               (a) The Employee recognizes and acknowledges that during the term
of his employment he may, either individually or jointly with others, and either
on behalf of the Company or on his own, discover,  conceive,  make,  perfect, or
develop inventions, discoveries,  improvements, computer programs, know-how, and


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data that result  from his  employment  or that are  related to the  business or
activities   of  the   Company   (hereinafter   collectively   referred   to  as
"INVENTIONS"). INVENTIONS which are related to the business or activities of the
Company  include any business or activity in progress at the Company at the date
of or during the  Employee's  employment  with the Company and projects or other
operations at the Company planned for the future.  Employee agrees to advise and
disclose said INVENTIONS to the Company.

               (b) The Employee  further  recognizes and agrees that any and all
such INVENTIONS,  including all rights in patents,  patent applications,  design
patents,  models,  prototypes,  and trade  secrets,  are the sole and  exclusive
property of the Company. Employee agrees to assign and does hereby assign to the
Company,  all his right, title and interest in and to any and all INVENTIONS and
related  intellectual  property rights. The Employee's  obligations herein apply
without  regard to whether an idea for an INVENTION or the solution to a problem
occurs to him on the job, at home, or elsewhere.

               (c) Employee  shall  promptly  execute and deliver all papers and
documents  necessary to vest all right,  title and interest in and to INVENTIONS
in the Company and, at the Company's  request and expense,  shall assist Company
in obtaining any patents, or semiconductor mask registrations, or any other form
of  protection  accorded  to such  INVENTIONS  in the United  States or anywhere
throughout the world, and shall assign the same and any patents or copyright and
semiconductor mask registrations granted thereon, to the Company.

          6.2 Copyright. Employee agrees that the Company shall be the copyright
owner  of all  copyrightable  works of every  kind  and  description  (including
computer  programs,  mask works,  internal  reports,  compilations  of data, and
publications)  created or developed by Employee,  either individually or jointly
with  others,  during the term of  Employee's  employment,  where such works are
created  pursuant to the  performance  of Employee's  duties.  Employee  further
agrees, if so requested by the Company, at no expense to the Company, to execute
such written  acknowledgments  or  assignments  of copyright  ownership of works
covered by the  Agreement as may be necessary to preserve or vest such rights in
the Company.

          6.3  Prior  Inventions  or  Discoveries.  As a matter of  record,  the
Employee  has set out in  Schedule  1,  attached  hereto,  a  complete  list and
description  of  all  ideas,  inventions,  improvements,  discoveries,  computer
programs,  semiconductor  chip  designs,  or mask works,  previously  conceived,
reduced to practice,  perfected,  or developed by Employee,  either wholly or in
part (hereinafter "PREVIOUS  INVENTIONS") and any patents,  patent applications,
or registration  issued thereon.  Only such PREVIOUS INVENTIONS and accompanying
intellectual  property  rights,  and no  other,  shall  be  excluded  from  this
Agreement.

     7. 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


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

     8. 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).

     9. 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.

     10.  Miscellaneous.

          10.1 Governing Law. THIS AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS.

          10.2  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.

          10.3 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:   Kenneth Hayes East
                            4689 Adrian Way
                            Plano, Texas 75024

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

          10.4  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.



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          10.5  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.

          10.6 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.

          10.7  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.

          10.8 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.

          10.9  Survival  of  Terms.  The  terms  and  agreements  set  forth in
paragraphs 5, 6, 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, 6 and 7.

          10.10  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/
   -----------------------------                   --------------------------
   Jeffrey K. Moore                                Kenneth Hayes East

Title:  Vice President
        --------------------------




                                       8
<PAGE>

                                                  SCHEDULE 1

PRIOR INVENTIONS, IDEAS, CONCEPTS*
---------------------------------

TWO  PATENTS  ISSUED  PRIOR TO JANUARY 30, 1998  RELATING TO  ELECTRONIC  SAFETY
DEVICES FOR THE PREVENTION OF INFANT DROWNINGS.



















*Employee understands,  agrees and represents that the above disclosure, as may
be  continued  on  additional  pages  attached  hereto,  includes  all his prior
inventions,  discoveries,  improvements, computer programs, patents, and pending
patent applications, and any other subject matter described at paragraph 5.



                                                       Employee Initials:
                                                                         ------



                                       9