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                                                                    Exhibit 10.9

                         EXECUTIVE EMPLOYMENT AGREEMENT

         This employment agreement between The Pathways Group, Inc. (hereinafter
the "Company") and Robert Boeck (hereinafter "Boeck"), effective as of February
14, 2000, is made for good and sufficient consideration, as reflected in the
mutual promises, covenants, obligations, undertakings and conditions set forth
below:

         1. POSITION AND DUTIES:

         The Company shall employ Boeck as Senior Vice President, Finance and in
any additional capacity or capacities as the Company's President and Chief
Executive Officer may from time to time decide. Boeck shall have the full
responsibilities, duties and authorities of the Company's Senior Vice President,
Finance. In addition, Boeck shall be responsible for implementing and complying
with directives issued by the Company's President and Chief Executive Officer.

         2. TERM OF EMPLOYMENT:

         Subject to earlier termination as provided in this agreement, Boeck
shall be employed for a term of three (3) years, which shall be automatically
extended for additional one (1) year periods (such initial term and all extended
terms being referred to collectively herein as the "employment term") unless
either party gives notice in writing to the other not less than ninety (90) days
before the end of the initial term or extended term that the employment contract
shall not be extended.

         3. COMPENSATION:

                  (a) BASE SALARY: Company shall pay a basic salary to Boeck at
         the rate of One Hundred Twenty Five Thousand Dollars ($125,000.00) per
         year, payable semi-monthly, in twenty-four (24) equal installments,
         subject to all withholdings and deductions required for federal, state
         and local taxes and charges and any other withholdings or deductions
         authorized by Boeck.

                  (b) BONUS: Boeck shall also be paid an annual discretionary
         performance bonus as determined by the Chief Executive Officer and/or
         Board of Directors.

                  (b) AUTOMOBILE ALLOWANCE: The Company shall pay to Boeck an
         annual Automobile Allowance in the annual amount of Seven Thousand
         Eight Hundred Dollars ($7,800.00), payable semi-monthly in twenty-four
         equal installments, subject to all withholdings and deductions required
         for federal, state and local taxes and charges and any other
         withholdings authorized by Boeck.

                  (c) STOCK OPTION: The Company shall issue to Boeck options to
         purchase One Hundred Thousand (100,000) shares of the Company's common
         stock, which options
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         shall vest equally over three (3) years, at an exercise price of $2
         15/32 per share, pursuant to a stockholders plan intended to be
         qualified under Section 422 of the Internal Revenue Code of 1986 and
         the regulations promulgated in relation thereto. The plan will expire
         January 12, 2005. Unexercised options awarded to Boeck hereunder shall
         be subject to forfeiture as provided in Paragraphs 6 and 7 of this
         agreement.

         4. EMPLOYMENT BENEFITS:

         Throughout the employment term, Boeck shall be entitled to receive the
employment benefits generally offered to all other executive employees,
including, but not limited to, medical, dental, optical, prescription drugs and
life insurance for Boeck and his family, at Company expense, and:

                  (a)      EXECUTIVE COMPENSATION PACKAGE: Enrollment in
                           Executive Compensation Package.

                  (b)      VACATION: The Company waives its policy on vacations,
                           to allow for four weeks per year.

                  (c)      LIFE INSURANCE: The Company shall provide and pay for
                           life insurance on the life of Boeck in the amount of
                           three (3) times his annual salary provided for in
                           this agreement. The beneficiary shall be Boeck's
                           estate, unless otherwise directed by Boeck in writing
                           at any time prior to his death.

                  (d)      STOCK ISSUANCE: The Company and Boeck may agree from
                           time to time, with the approval of the Board of
                           Directors, to issue to Boeck Common Stock of the
                           Company in consideration of such services or
                           contributions of property as may be deemed
                           appropriate, and at a value determined by the Board
                           of Directors in good faith and in compliance with
                           applicable law. Any such issuance of stock may, at
                           the request of Boeck, and subject to the approval of
                           the Company which may not be unreasonably withheld,
                           be issued by the Company to such party or entity,
                           including without limitation, an irrevocable trust or
                           similar entity, as Boeck may at the time of issuance
                           direct.

                  (e)      DISABILITY COMPENSATION:

                           (1)      If Boeck becomes disabled at any time, and
                                    for any number of times, due to any cause so
                                    that he is physically unable to perform his
                                    ordinary duties and responsibilities under
                                    this agreement, then Boeck shall be entitled
                                    to receive, in lieu of salary, an amount
                                    equal to his salary, payable at the same
                                    time and in the same manner as Boeck's
                                    salary is paid, provided however, that this


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                                    benefit shall be limited to not more than a
                                    total of twelve (12) months during the term
                                    of the agreement.

                           (2)      Boeck's entitlement to disability income
                                    pursuant to this subparagraph shall begin
                                    and end as determined by a certificate
                                    issued by a qualified M.D. or D.O. licensed
                                    by the State of California. The certificate
                                    shall state in substance that Boeck was
                                    determined to be disabled and unable to
                                    perform the ordinary and usual duties as
                                    Senior Vice President, Finance of Pathways,
                                    beginning [DATE] , and Boeck's disability
                                    continues as of this
                                       [DATE] . Such a certificate shall be
                                    submitted every three (3) months beginning
                                    with the date of disability and continuing
                                    thereafter until Boeck's disability ends and
                                    he is able to return to work full time or
                                    his disability compensation benefit has been
                                    fully used, whichever occurs first.

         5. EXPENSE REIMBURSEMENT:

         During the employment term, the Company shall reimburse Boeck for
reasonable out-of pocket expenses incurred in connection with the Company's
business, including travel expenses, food, and lodging when away from home,
subject to such policies as the Company may from time to time reasonably
establish for its employees.

         6. LIMITATION ON OUTSIDE ACTIVITIES:

         During his employment, Boeck shall devote his full occupational time,
energies, abilities, knowledge and experience to the performance of his duties
under this agreement and shall not render to others services of any kind for
compensation or engage in any other business activity without the Company's
prior written consent. Boeck shall not, directly or indirectly, whether as a
partner, employee, creditor, shareholder or otherwise, promote, participate or
engage in any business activity competitive with the Company or its
subsidiaries, affiliates, co-venturers, customers or assigns. Boeck shall not
take any action to establish, form, assist or become employed by any such
competing business on termination of Boeck's employment. Boeck's breach of any
of the provisions of this paragraph shall give the Company the right, in
addition to all other remedies the Company may have, to terminate the employment
and to cancel and/or terminate any and all compensation and benefits to which
Boeck might otherwise be entitled under this agreement.

         7. TERMINATION OF EMPLOYMENT:

         The employment created by this agreement may be terminated during the
employment term in accordance with the following provisions of this paragraph:

                  (a) TERMINATION WITHOUT CAUSE BY THE COMPANY: The employment
         may be terminated without cause in the sole and absolute discretion of
         the Company upon written


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         notice by the Company to Boeck; provided, however, that if this
         agreement is terminated pursuant to this subparagraph, Boeck shall
         receive from Company all salary and benefits provided under this
         agreement for six (6) months after the effective date of the
         termination. Such salary and benefits shall constitute the complete and
         exclusive obligation of the Company for termination of the employment
         and for any and all claims of Boeck arising out of or in connection
         with Boeck's employment or the termination thereof.

                  (b) TERMINATION WITHOUT CAUSE BY BOECK: The employment may be
         terminated without cause in the sole and absolute discretion of BOECK
         upon six (6) months written notice by BOECK to the Company, provided,
         however, that if this agreement is terminated pursuant to this
         subparagraph, BOECK shall forfeit any unexercised, vested stock options
         under this agreement.

                  (c) TERMINATION FOR CAUSE BY THE COMPANY: The Company may
         terminate the employment at any time upon written notice to BOECK if
         the Company ceases a substantial portion of its business operation, in
         the event of the sale or change of ownership of the Company or a
         substantial portion of its assets, or if, in the sole and absolute
         determination of the Company:

                  (1)      Its business circumstances change so materially that
                           it is impracticable for the Company to continue using
                           BOECK'S employment services; or BOECK'S continued
                           employment would not confer to the Company the
                           substantial benefit intended to be gained by the
                           employment; or

                  (2)      BOECK breaches his duty of loyalty to the Company or
                           any material term, promise, covenant, condition,
                           obligation, undertaking or commitment set out in this
                           agreement or the Company's operational policies or
                           procedures, personnel policies or procedures or work
                           rules; commits any material act of dishonesty or
                           illegality; commits any act or omission creating an
                           unreasonable risk of civil or criminal legal action
                           against the Company; discloses any trade secret or
                           confidential or proprietary information of the
                           Company, its subsidiaries, affiliates, co-venturers,
                           customers or assigns; is guilty of carelessness,
                           misconduct, neglect of duty or unsatisfactory work
                           performance; or acts in any way that significantly
                           impedes or creates a risk of significant detriment to
                           the Company's operations, profits, reputation or
                           other business interests.

         Such ternination shall be effective immediately upon written notice of
termination.

                  (d) TERMINATION FOR CAUSE BY BOECK: BOECK may terminate the
         employment at any time upon written notice to Company, if, in the sole
         and absolute determination of Boeck, the Company breaches any material
         term, promise, covenant, condition, obligation, undertaking or
         commitment set out in this agreement; commits any material act of
         dishonesty or illegality; commits any act or omission creating an
         unreasonable risk


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         of civil or criminal legal action against BOECK; improperly discloses
         any personal or private information of BOECK protected by any
         Constitutional or statutory right to privacy; acts in a manner
         constituting constructive discharge of BOECK; or the Company's actions
         or business circumstances or BOECK'S personal or family circumstances
         make it impossible or impracticable for BOECK to continue performing
         employment services to the Company. Such termination shall be effective
         immediately upon written notice of termination.

                  (e) TERMINATION IN THE EVENT OF DISABILITY: If BOECK is
         unable, due to mental or physical illness or injury, to substantially
         perform his duties under this agreement in a satisfactory manner for a
         period of twelve (12) months, the employment shall terminate at the end
         of such period.

         8. CONFIDENTIALITY, PROPERTY RIGHTS AND NO SOLICITATION:

                  (a) CONFIDENTIAL INFORMATION: In the course of his employment
         by the Company, BOECK will have access to trade secrets and
         confidential and proprietary information of the Company, its
         subsidiaries, affiliates, co-venturers and customers, including, but
         not limited to, personnel, products (developed and under development),
         proposals, services, operations, procedures, customers, customer lists,
         customer needs, customer contacts, customer relations, customer data
         and information, marketing areas, marketing proposals, marketing
         methods and plans, business development plans and techniques, business
         methods and plans, sales methods and plans, sales figures, sales
         projections, price lists, pricing formulae and information, inventions,
         discoveries, formulae, patents, trademarks, copyrights, films, scripts,
         ideas, creations, concepts, theories, technologies, technology
         applications, data, product research, prototypes, models, designs,
         system design documents, specifications and requirements, schematics,
         software, codes, program components and documentation, processes,
         techniques, tools, devices, know-how, estimates, accounting records,
         and accounting procedures (collectively referred to as "Confidential
         Information"). Except as required in the course of his employment by
         Company, BOECK will not, without Company's prior consent, either during
         his employment by Company or after termination of the employment,
         directly or indirectly disclose to any third person any Confidential
         Information. BOECK acknowledges and agrees that all such Confidential
         Information, regardless of who discovered, created or developed it, is
         the property of the Company, solely and exclusively, and is valuable
         proprietary information of the Company. Upon termination of the
         employment, whether with or without cause, Boeck shall immediately
         return and deliver to the Company all Confidential Information in his
         possession or control.

                  (b) NO SOLICITATION OF EMPLOYEES: Boeck agrees that, during
         his employment and for two (2) years thereafter, he will not solicit
         any of the Company's employees for a competing business and will not
         induce or attempt to induce any of the Company s employees to leave
         their employment with the Company.


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                  (c) INTELLECTUAL PROPERTY RIGHTS: All rights, title and
         interest of every kind and nature whatsoever in and to any intellectual
         property, including, but not limited to, any inventions, patents,
         trademarks, copyrights, films, scripts, ideas, creations, concepts,
         theories, technologies, technology applications, products (developed
         and under development), product research, prototypes and models,
         whether or not invented, created, written, developed, furnished,
         produced or disclosed by Boeck in the course of rendering his services
         to the Company under this Agreement shall, as between the parties
         hereto, be and remain the sole and exclusive property of the Company
         for any and all purposes and uses whatsoever, and Boeck shall have no
         right title or interest of any kind or nature therein or thereto, or in
         and to any results and proceeds therefrom.

                  (d) RETURN OF ALL OF THE COMPANY'S PROPERTY. Whenever
         requested by the Company during the employment, and without request
         upon termination of the employment, whether termination is with or
         without cause, Boeck shall immediately return and deliver to the
         Company all of the Company's property, including all items used by
         Boeck in rendering services hereunder and all originals and copies of
         the Company's documents and data, including, but not limited to, all
         Confidential Information.

                  (e) PROTECTION OF OTHER COMPANIES' TRADE SECRETS AND
         CONFIDENTIAL INFORMATION: Boeck understands that state and federal laws
         provide severe penalties for misappropriation and unauthorized
         disclosure of trade secrets and confidential proprietary business
         information belonging to Employee's previous employers or to any other
         company. Boeck agrees and warrants that, in connection with his/her
         employment by Company, he/she will not misappropriate, use or disclose
         any trade secret or confidential, proprietary information belonging to
         any previous employer or any other company. Boeck agrees and warrants
         that, if he/she has any question or uncertainty about whether
         particular information might be a trade secret or confidential,
         propriety business information of a previous employer or another
         company, Boeck will immediately contact Company's General Counsel.

         9. NON-COMPETITION AFTER TERMINATION OF EMPLOYMENT:

         Boeck and the Company recognize and acknowledge that in his employment,
he will become familiar with all of the Company's sales methods and plans,
marketing, marketing and development, technologies, applications of
technologies, products (developed and under development), product research,
business methods and plans, data, processes, techniques, inventions,
discoveries, formulae, patterns, devices, know-how, services, products, and
other customer information (collectively referred to as "Confidential
Information"), in all of the geographic areas throughout the world in which the
Company already has made marketing efforts and/or sales of products and
services, and he will become knowledgeable about present and future marketing
proposals and plans for those products and services. Boeck agrees, as part of
the consideration for this Employment Agreement, that Boeck will not engage,
directly or indirectly, nor solicit employees of the Company to engage in the
development, distribution, manufacture or sale of any products or services which
compete with the products or services provided by the Company or its related
companies, for a period of two (2) years. The parties


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agree that the phrase "engage, directly or indirectly, nor solicit employees of
the Company to engage in the development distribution, manufacture or sale of
any products or services which compete with the products or services provided by
the Company or its related companies" shall include any situation or
circumstance in which Boeck shall be owner, partner, officer, director or
shareholder of a corporation, or an agent, employee or consultant of any
business entity engaged, or about to become engaged, in competition with the
Company.

         10. INJUNCTIVE RELIEF:

         Boeck acknowledges and agrees that any breach of the terms of
Paragraphs 8 or 9 above would irreparably injure the Company and that it would
be impossible to measure in money the resulting injury to the Company, and, in
any action to enforce this the terms of Paragraphs 8 or 9 or to enjoin any
breach of those paragraphs, Boeck waives any claim or defense that the Company
has an adequate remedy at law or that the Company would not be irreparably
injured by breach of the terms of Paragraphs 8 or 9, and Boeck acknowledges and
agrees that the Company will be entitled to temporary, preliminary and permanent
injunctive relief and restraining orders, without any delay whatsoever, in
connection with any breach, or threatened or impending breach, of any of the
terms of those paragraphs. In any action to enforce the Company's rights under
Paragraphs 8 through 10 of this agreement, the party prevailing in such action
shall be entitled to recover as damages reasonable attorneys' fees and all other
reasonable expenses incurred in the action and in any efforts prior to or during
the action to secure compliance with the terms of this agreement.

         11. ARBITRATION:

         Except for claims, disputes and causes of action arising out of or in
connection with Paragraphs 8 through 10 above, the Company and Boeck agree to
arbitrate any and all disputes and claims, including discrimination claims,
arising out of or in connection with the employment or the termination thereof,
if the amount in controversy is more than $5,000.00. This arbitration agreement
applies to all disputes between the parties and any and all claims by Boeck
against the Company and any officer, director, employee, agent or representative
of the Company, against any corporate parent or subsidiary of the Company,
and/or against any person or company affiliated with the employer (e.g., a
person or company involved in a joint venture, partnership or other similar
business relationship with the employer or one having an owner, partner or
parent or subsidiary corporation in common with the employer). The arbitration
award shall be final and binding on all parties to the arbitration proceeding.
The arbitration shall be conducted in Santa Rosa, California, pursuant to the
California Arbitration Act and the terms of this agreement. Arbitration may not
be initiated after expiration of any statute of limitation for the commencement
of any civil or administration proceeding on the claim or dispute. Arbitration
shall be initiated by written notice by one party to the other, specifying the
nature of each claim or dispute at issue and the amount and manner of
calculation of each item of damages. The parties shall each appoint one
arbitrator, and the parties' arbitrators shall together select a third neutral
arbitrator. If the three arbitrators determine that the claims or disputes
specified in the notice collectively involve an amount in controversy more than
$5,000.00, they shall hear and determine the dispute(s) or claim(s) according to
applicable laws, this arbitration agreement and


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the Company's work rules and policies in effect at the time of the events which
gave rise to the arbitration. The three arbitrators shall issue a written
decision determining each dispute, claim and item of damages submitted to the
arbitrators. Determination of each dispute, claim and item of damages shall
require the concurrence of at least two arbitrators, but it is not necessary
that the same two arbitrators concur on every dispute, claim or item of damages.
The arbitration decision shall attest that the requisite concurrence existed as
to each dispute, claim and item of damages. THE COMPANY AND BOECK UNDERSTAND AND
EXPRESSLY AGREE THAT, BY ENTERING INTO THIS ARBITRATION AGREEMENT, THEY ARE
GIVING UP THE RIGHT TO BRING IN ANY COURT ANY CLAIM, CAUSE OF ACTION OR DISPUTE
ARISING OUT OF OR IN CONNECTION WITH THE EMPLOYMENT OR THE TERMINATION THEREOF,
INCLUDING THE RIGHT TO A JURY TRIAL. The arbitration award may be confirmed by
any court having jurisdiction of the matter, and judgment may be entered on the
confirmed award. Charges and expenses of the neutral arbitrator shall be borne
by the parties equally, and the parties shall deposit their respective shares of
the neutral arbitrator's estimated charges prior to he arbitration hearing. The
parties shall each bear their own costs, expenses and attorneys' fees in
connection with the arbitration, unless a statute or contract applicable to the
claim or dispute expressly provides for recovery of attorneys' fees by the
prevailing party.

         12. INCORPORATION AND INTEGRATION:

         Boeck shall comply with and enforce all of the Company's operational
policies and procedures, personnel policies and procedures and work rules, as
they may be promulgated and announced from time to time. Except for such
operational policies and procedures, personnel policies and procedures and work
rules, this written agreement contains the entire agreement between the parties
and supersedes all prior oral, written and/or implied agreements, promises,
covenants, obligations, undertakings, commitments, representations and
understandings by or between the parties, including all prior employment
agreements, whether or not fully performed by Boeck before the date of this
agreement. The Company and Boeck acknowledge and agree that there are no terms,
conditions, covenants, obligations or promises, express or implied, applicable
to the employment except those set out in this agreement. There shall be no
amendment, modification, change or enlargement of this agreement except by a
writing signed by the party to be charged with performance of the amendment,
modification, change or enlargement. In the event of any conflict or difference
between this agreement and Company's current or future operational policies and
procedures, personnel policies and procedures and work rules, the provisions of
this agreement shall control.


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         13. SURVIVAL, GOVERNING LAW, VENUE AND SEVERABILITY:

         The representations, warranties, covenants, promises and restrictions
set out in this agreement shall operate continuously and shall survive
termination of the employment created by the agreement. The agreement shall
inure to the benefit of and be binding upon Boeck, his heirs, estate, executors,
administrators and all others claiming through or on behalf of Boeck, and upon
Company, its subsidiaries, affiliates, successors and assigns. The agreement
shall be construed and governed in accordance with the laws of the State of
California. All actions, arbitrations and proceedings arising from or in
connection with the agreement or the employment it creates shall be commenced
and maintained in Sonoma County, State of California. If any term, covenant,
condition, clause or provision of this agreement is held to be invalid or
unenforceable, then such clause or provision shall be severed herefrom, and such
invalidity or unenforceability shall not affect any other provision of this
agreement, the balance of which shall remain in full force and effect; provided,
however, that if any such term, covenant, condition, clause or provision may be
modified so as to be valid or enforceable as a matter of law, then such term,
covenant, condition, clause or provision shall be deemed modified so as to be
enforceable to the maximum extent permitted by law.

         14. NOTICES:

         Any notices to be given hereunder by any party to another party shall
be in writing and delivered in person or mailed registered or certified mail,
postage prepaid with return receipt requested.

                                         The Pathways Group, Inc.


                                         By
------------------------------------       -------------------------------------
           Robert Boeck                              Carey F. Daly II
                                                     President & CEO


                                         By
                                           -------------------------------------
                                            Monte Strohl, Director acting under
                                            authority of the Board of Directors


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