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                                                                   Exhibit 10.12

                         EXECUTIVE EMPLOYMENT AGREEMENT

         This employment agreement between The Pathways Group, Inc. (hereinafter
the "Company") and Christopher R. Miller (hereinafter "Miller"), effective as of
November 1, 1999, 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 Miller as Senior Vice President for Business
Development and in any additional capacity or capacities as the Company's
President and Chief Executive Officer may from time to time decide. Miller shall
have the full responsibilities, duties and authorities of the Company's Senior
Vice President for Business Development. In addition, Miller 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, Miller
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 base salary to Miller at
         the rate of One Hundred Fifty Thousand Dollars ($150,000.00) 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 Miller. In addition to the base salary established above,
         and in recognition of the fact that Miller is relinquishing significant
         income opportunities in the immediate future by ceasing the private
         practice of law at this time, Miller will receive a one-time signing
         bonus of One Hundred Thousand Dollars ($100,000.00) payable as follows:
         Fifty Thousand Dollars ($50,000.00) payable at signing, Twenty Five
         Thousand Dollars payable January 3, 2000 and Twenty Five Thousand
         Dollars payable February 1, 2000.

                  (b) BONUS: Miller 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 Miller 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
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         withholdings and deductions required for federal, state and local taxes
         and charges and any other Executive Employment Agreement withholdings
         authorized by Miller.

                  (c) STOCK OPTION: The Company shall issue to Miller options to
         purchase One Hundred Thousand (100,000) shares of the Company's common
         stock, which options shall vest equally over three (3) years, at an
         exercise price of $3.00 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 November 1, 2004. Unexercised options awarded to Miller
         hereunder shall be subject to forfeiture as provided in Paragraphs 6
         and 7 of this agreement.

         4. EMPLOYMENT BENEFITS:

         Throughout the employment term, Miller 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 Miller 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 Miller in the amount of
                           three (3) times his annual salary provided for in
                           this agreement. The beneficiary shall be Miller's
                           estate, unless otherwise directed by Miller in
                           writing at any time prior to his death.

                  (d)      STOCK ISSUANCE: The Company and Miller may agree from
                           time to time, with the approval of the Board of
                           Directors, to issue to Miller 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 Miller, 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 Miller may at the time of issuance
                           direct.

                  (e)      DISABILITY COMPENSATION:

                           (1)      If Miller becomes disabled at any time, and
                                    for any number of times, due to any cause so
                                    that he is physically unable to perform


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                                    his ordinary duties and responsibilities
                                    under this agreement, then Miller 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 Miller's
                                    salary is paid, provided however, that this
                                    benefit shall be limited to not more than a
                                    total of twelve (12) months during the term
                                    of the agreement.

                           (2)      Miller'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, " Miller was
                                    determined to be disabled and unable to
                                    perform the ordinary and usual duties as
                                    Senior Vice President, Business Development
                                    of Pathways, beginning [DATE] Miller'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
                                    Miller'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 Miller 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, Miller 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. Notwithstanding the foregoing, it is understood and
agreed that for a transitional period of time, not to exceed one year, Miller
shall remain as Of Counsel to Lanahan & Reilley LLP in order to wind up certain
matters for which he is presently responsible. Miller 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.
Miller shall not take any action to establish, form, assist or become employed
by any such competing business on termination of Miller's employment. Miller'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 Miller might otherwise be entitled under this agreement.


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         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
         maybe terminated without cause in the sole and absolute discretion of
         the Company upon written notice by the Company to Miller; provided,
         however, that if this agreement is terminated pursuant to this
         subparagraph, Miller 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 Miller arising out of or in
         connection with Miller's employment or the termination thereof.

                  (b) TERMINATION WITHOUT CAUSE BY MILLER: The employment may be
         terminated without cause in the sole and absolute discretion of Miller
         upon six (6) months' written notice by Miller to the Company, provided,
         however, that if this agreement is terminated pursuant to this
         subparagraph, Miller 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 Miller 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
                           Miller's employment services; or Miller's continued
                           employment would not confer to the Company the
                           substantial benefit intended to be gained by the
                           employment; or

                  (2)      Miller 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.


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

                  (d) TERMINATION FOR CAUSE BY MILLER: Miller may terminate the
         employment at any time upon written notice to Company, if, in the sole
         and absolute determination of Miller, 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 of civil or criminal legal action against Miller;
         improperly discloses any personal or private information of Miller
         protected by any Constitutional or statutory right to privacy; acts in
         a manner constituting constructive discharge of Miller; or the
         Company's actions or business circumstances or Miller's personal or
         family circumstances make it impossible or impracticable for Miller 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 Miller 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, Miller 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, Miller 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. Miller 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, MILLER
         shall immediately return and deliver to the Company.


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                  (b) NO SOLICITATION OF EMPLOYEES: Miller 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.

                  (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 Miller 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 Miller 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, Miller shall immediately return and deliver to the
         Company all of the Company's property, including all items used by
         Miller 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: Miller 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. Miller agrees and warrants that, in connection with his/her
         employment by Pathways, he/she will not misappropriate, use or disclose
         any trade secret or confidential, proprietary information belonging to
         any previous employer or any other Company. Miller 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, Miller will immediately contact Pathways' General Counsel.

         9. NON-COMPETITION AFTER TERMINATION OF EMPLOYMENT:

         Miller 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


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future marketing proposals and plans for those products and services. Miller
agrees, as part of the consideration for this Employment Agreement, that Miller
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 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
Miller 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:

         Miller 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, Miller 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 Miller 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
ten-ns 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 Miller 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 Miller
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


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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 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 MILLER 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 the 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:

         Miller 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 Miller before the date of this
agreement. The Company and Miller 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 Miller, his heirs, estate, executors,
administrators and all others claiming through or on behalf of Miller, 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
------------------------------------       -------------------------------------
       Christopher R. Miller                         Carey F. Daly II
                                                     President & CEO


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


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