TEMPORARY EMPLOYMENT AGREEMENT,
                              SETTLEMENT AGREEMENT
                              AND GENERAL RELEASE

         This Temporary Employment Agreement,  Settlement Agreement and  General
Release  ("Agreement") is made by and between lngenuus  Corporation,  a Delaware
corporation (the "Company"), and Conrad J. Dell'Oca ("Employee").

         WHEREAS,  Employee  is  employed  by the  Company  and is an  Executive
Officer of the Company;

         WHEREAS,  the  Company  and  Employee  are  parties  to a  Confidential
Information   and   Invention   Assignment   Agreement   (the   "Confidentiality
Agreement");

         WHEREAS, the Company and Employee have agreed that Employee will become
a temporary employee effective October 1, 2000 through September 30, 2001;

         WHEREAS,  the Company and Employee have agreed that his employment with
the Company will be terminated effective September 30, 2001;

         WHEREAS,  the parties desire to mutually,  amicably and finally resolve
and compromise all issues and claims  surrounding the employment of the Employee
by the Company and the termination thereof;

         NOW THEREFORE, in consideration of the mutual promises made herein, the
Company and Employee (collectively referred to as "the Parties") hereby agree as
follows:

         1.  Temporary  Employment. Employer  and  Employee  hereby  agree  that
Employee  shall be employed as a temporary  employee  for the period  October 1,
2000  through  September  30,  2001 at his same  salary and with all his present
benefits  including  those of a regular  employee except that Employee shall not
participate  in the  Company's  MIC Bonus Plan during  this period of  temporary
employment. Employee's accrued PTO shall be paid out as of October 1, 2000.

         2.  Resignation. Employee  hereby resigns as an employee of the Company
effective  September  30, 2001.  Employee  shall  continue to be employed by the
Company as a temporary  employee  through the Severance Period as defined below,
at which rime his resignation as a temporary employee shall become effective.

         3.  Severance  Period  The  Company  agrees  to  employ  Employee  as a
temporary employee for a fixed term of twelve (12) month  at the monthly rate of
nineteen  thousand four hundred eighty nine dollars ($ 19,489),  less applicable
withholding, in

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accordance with the Company's  standard payroll practices for the time period of
12 months from October 1, 2001 through  September  30, 2002,  or until such time
that Employee becomes re-employed as provided for below, whichever occurs first.
This twelve (12) months from October 1, 2001  through  September  30,  2002,  or
until  such   time after  October 1,  2001 that  Employee  becomes  re-employed,
whichever  occurs first,  shall be deemed the "Severance  Period".  All payments
shall cease upon  Employee's  re-employment  by another  company or entity in an
executive  position  (e.g.  CEO, COO) with an equivalent or greater  salary than
$19,489 per month.  Employee  shall make  reasonable  good faith efforts to find
other  employment,  shall not  unreasonably  delay his start  date with  another
employer or accept full time  consulting  (40 hours per week on a monthly basis)
in lieu of employment and shall notify the Company in writing  immediately  upon
accepting  employment  with  another  employer.  During  the  Severance  Period,
Employee  will not be  entitled to any  employee  benefits,  including,  but not
limited  to, paid time off (PTO)  benefits,  commissions  or bonuses,  except as
specifically provided for herein. The Company will pay Employee all accrued PTO,
if any.  Employee will receive  insurance  benefits as specified in Paragraphs 5
below.

         4. Vesting of Stock  Options.  All of Employee  stock  options with the
Company  shall vest 100% upon the  execution of this  Agreement and Employee may
exercise such vested stock options  during the period through 3 months after the
last day of the Severance Period.

         5. Benefits.  The Company  shall  continue  to pay all of the insurance
premiums  presently paid for Employee  including standard Company group medical,
dental, life, and disability insurance coverage through the end of the Severance
Period.  At the  conclusion  of the Severance  Period,  Employee may elect COBRA
coverage.  For purposes of COBRA,  Employee's  "qualifying event" (as defined in
Section 4980B of the Internal  Revenue Code of 1986, as amended) shall be at the
conclusion of the Severance Period.

         Employee's desk,  bookshelves and cabinet in his office is his property
and shall be retained and removed by him within a reasonable time after the date
of this Agreement.  In addition,   Employee may retain his Company  computer and
printer. The Company agrees to provide Employee with voicemail and Company email
access during the period of temporary employment and the Severance Period.

         6. Reimbursement of Expenses. The Company and Employee acknowledge that
Employee  may be  entitled  to  reimbursement  of certain  travel  and  business
expenses  incurred  in the  ordinary  course  of  business.  The   Company  will
reimburse  Employee for any such  approved  expenses  upon receipt of a properly
filled out,  documented  and  approved  Ingenuus   Travel and  Business  Expense
Report.

         7. Confidential  Information.  Employee  shall continue to maintain the
confidentiality  of all confidential and proprietary  information of the Company
and  shall   continue   to  comply  with  the  terms  and   conditions   of  the
Confidentiality Agreement between


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<PAGE>


Employee  and the  Company.  Employee  represents  that he has  returned all the
Company property and confidential and proprietary  information in his possession
to the Company.

         8. Payment of Salary.  Except as otherwise  provided  herein,  Employee
acknowledges  and  represents  that the  Company  has paid  all  salary,  wages,
bonuses,  accrued  PTO,  commissions  and  any  and all  other  benefits  due to
Employee. Unpaid expenses are specifically excluded.

         9. Release of Claims.  Employee agrees that the foregoing consideration
represents settlement in full of all outstanding obligations owed to Employee by
the  Company,  Employee  on behalf of  himself  and his heirs,  family  members,
executors,  administrators,  affiliates,  and assigns,  hereby fully and forever
releases  the  Company  and  its  officers,  directors,   employees,  investors,
shareholders,  administrators,  affiliates, divisions, subsidiaries, predecessor
and successor corporations, and assigns, from,  and agree not to sue concerning,
any claim,  duty,  obligation or cause of action  relating to any matters of any
kind, whether presently known or unknown, suspected or unsuspected,  that any of
them may possess arising from any omissions, acts or facts that have occurred up
until and including  the Effective  Date of this  Agreement  including,  without
limitation,

              (a) any and all  claims  relating  to or arising  from  Employee's
employment   relationship   with  the  Company  and  the   termination  of  that
relationship;

              (b) any and all claims  relating to, or arising  from,  Employee's
right to  purchase,  or actual  purchase  of  shares  of stock of  the  Company,
including, without limitation, any claims for fraud,  misrepresentation,  breach
of fiduciary  duty,  breach of duty under  applicable  state  corporate law, and
securities fraud under any state or federal law;

              (c) any and all  claims  for  wrongful  discharge  of  employment;
termination in violation of public policy;  discrimination;  breach of contract,
both express and implied;  breach of a covenant of good faith and fair  dealing,
both  express  and  implied;  promissory  estoppel;   negligent  or  intentional
infliction of emotional  distress;  negligent or intentional  misrepresentation;
negligent or  intentional  interference  with contract or  prospective  economic
advantage; unfair business practices;  defamation;  libel; slander;  negligence;
personal injury; assault; battery; invasion of privacy; false imprisonment;  and
conversion;

              (d) any and all  claims for  violation  of any  federal,  state or
municipal stature , including, but not limited to, Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Age  Discrimination in Employment
Act of 1967, the Family and Medical Leave Act, the Americans  with  Disabilities
Act of 1990,  the Fair Labor  Standards  Act,  the  Employee  Retirement  Income
Security Act of 1974. The Worker  Adjustment and  Retraining  Notification  Act,
Older Workers Benefit Protection Act; the California Fair Employment and Housing
Act, and Labor Code section 201, et seq. and section 970, et seq.;

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<PAGE>


              (e) any and all claims for violation of the federal, or any state,
constitution;


              (f)  any  and  all  claims  arising  out of  any  other  laws  and
regulations relating to employment or employment discrimination; and

              (g) any and all claims for attorneys' fees and costs.

The  Employee  agrees that the release set forth in this  section  shall  be and
remain in effect in all respects as a complete general release as to the matters
released.  This release does not extend to any  obligations  incurred under this
Agreement  nor to  any  obligation  of the  Company  under  the  Indemnification
Agreement signed between Employee and the Company.

         10. Acknowledgment   of   Waiver  of  Claims   under  ADEA.    Employee
acknowledges  that he is waiving and  releasing any rights he may have under the
Age  Discrimination in Employment Act of 1967 ("ADEA") and that this waiver arid
release is knowing  and  voluntary.  Employee  and the  Company  agree that this
waiver and release  does not apply to any rights or claims that may arise  under
ADEA after the Effective Date of this Agreement.  Employee acknowledges that the
consideration  given for this  waiver and  release  Agreement  is in addition to
anything of value to which  Employee  was  already  entitled.  Employee  further
acknowledges that he has been advised by this writing that (a) he should consult
with  an  attorney  prior  to  executing  this  Agreement;  (b) he has at  least
twenty-one  (21) days within  which to consider  this  Agreement;  (c) he has at
least seven (7) days following the execution of this Agreement by the parties to
revoke the Agreement;  and (d) this Agreement  shall not be effective  until the
revocation period has expired.

         11. Civil Code Section 1542.  Employee  represents that he is not aware
of any claim by him other than the claims that are  released by this  Agreement.
Employee  acknowledges that he has been advised by legal counsel and is familiar
with the  provisions of California  Civil Code Section 1542,  which  provides as
follows:

            A  GENERAL  RELEASE  DOES NOT  EXTEND  TO
            CLAIMS WHICH THE  CREDITOR  DOES NOT KNOW
            OR  SUSPECT TO EXIST IN HIS FAVOR  AT THE
            TIME OF EXECUTING  THE RELEASE,  WHICH IF
            KNOWN   BY  HIM  MUST   HAVE   MATERIALLY
            AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

         Employee,  being aware of said code section,  agrees to expressly waive
any rights he may have thereunder,  as well as under any other statute or common
law principles of similar effect.

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<PAGE>


         12. No Pending or Future Lawsuits. Each Party represents that it has no
lawsuits,  claims,  or actions  pending  in its name,  or on behalf of any other
person or entity, against the other Party or any other person or entity referred
to  herein.  Each  Party  also  represents  that it does not intend to bring any
claims on its  behalf or on behalf  of any other  person or entity  against  the
other Party or any other person or entity referred to herein.

         13. Mutual  Release of Claims.  The Company and Employee  agree that at
the  conclusion  of the Severance  Period they will execute a mutual  release of
claims  which shall cover  substantially  the same matters as Sections 9, 10, 11
and 12 hereof

         14. Application for Employment.  Employee  understands and agrees that,
as a condition  of this  Agreement,  he shall not be entitled to any  employment
with the  Company  and its  subsidiaries,  and he hereby  waives any  right,  or
alleged right, of employment or re-employment with the Company

         15. Confidentiality.   The Parties  hereto each agree to use their best
efforts to maintain in confidence the existence of this Agreement,  the contents
and  terms  of  this  Agreement,  and   the  consideration  for  this  Agreement
(hereinafter collectively referred to as "Settlement  Information").  Each Party
hereto agrees to take every reasonable  precaution to prevent  disclosure of any
Settlement  Information to third parties,  and each agrees that there will be no
publicity,  directly or indirectly,  concerning any Settlement Information.  The
Parties hereto agree to take every precaution to disclose Settlement Information
only  to  those  employees,   officers,   directors,   attorneys,   accountants,
governmental  entities, and family members who have a reasonable need to know of
such Settlement Information.

         16. No Cooperation.  Employee agrees that he will not counsel or assist
any  attorneys  or their  clients  in the  presentation  or  prosecution  of any
disputes,  differences,  grievances, claims, charges, or complaints by any third
party  against  the  Company  and/or any  officer,  director,  employee,  agent,
representative,  shareholder or attorney of the Company, unless under a subpoena
or other court order to do so.

         17. Non-Disparagement.    Each   party   agrees  to  refrain  from  any
defamation,  libel or slander of the other,  or tortuous  interference  with the
contracts and  relationships  of the other.  All  inquiries by potential  future
employers of Employee will be directed to the Company's Chief Executive Officer.

         18. Tax  Consequences.    The  Company  makes  no   representations  or
warranties  with respect to the tax  consequences  of the payment of any sums to
Employee under the terms of this Agreement. Employee agrees and understands that
he is responsible for payment,  if any, of local,  state and/or federal taxes on
the sums paid hereunder by the Company and any penalties or assessments thereon.

         19. No Admission of Liability.  The Parties  understand and acknowledge
that this Agreement  constitutes a compromise and settlement of disputed claims.
No action taken by the Parties hereto,  or either of them,  either previously or
in  connection  with this

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<PAGE>


Agreement  shall be deemed or  construed  to be (a) an admission of the truth or
falsity of any claims  heretofore made or (b) an  acknowledgment or admission by
either party of any fault or liability  whatsoever  to the other party or to any
third party.

         20. Costs.  The Parties  shall each bear their own costs,  expert fees,
attorneys' fees and other fees incurred in connection with this Agreement.

         21. Arbitration.   The Parties agree that any and all disputes  arising
out of the terms of this Agreement,  their interpretation and any of the matters
herein released,  shall be subject to binding  arbitration in Santa Clara County
before the American  Arbitration  Association  under its  California  Employment
Dispute  Resolution Rules, or by a judge to be mutually agreed upon. The Parties
agree  that  the  prevailing  party in any  arbitration  shall  be  entitled  to
injunctive  relief  in any  court  of  competent  jurisdiction  to  enforce  the
arbitration   award.  The  Parties  agree  that  the  prevailing  party  in  any
arbitration shall be awarded its reasonable attorney's fees and costs.

         22. Authority. The Company represents and warrants that the undersigned
has the  authority  to act on behalf of the  Company and to bind the Company and
all who may claim  through  it to the terms and  conditions  of this  Agreement.
Employee  represents   and  warrants  that he has the capacity to act on his own
behalf  and on  behalf or all who might  claim  through  him to bind them to the
terms and conditions of this Agreement.  Each Party warrants and represents that
there  are no  liens  or  claims  of lien or  assignments  in law or  equity  or
otherwise of or against any of the claims or causes of action released herein.

         23.  No  Representations.  Each  party  represents  that it has had the
opportunity to consult with an attorney,  and has carefully read and understands
the scope and effect of the  provisions  of this  Agreement.  Neither  party has
relied upon any  representations  or  statements  made by the other party hereto
which are not specifically set forth in this Agreement.

         24. Severability.  In the event that any provision hereof becomes or is
declared by a court of competent  jurisdiction  to be illegal, unenforceable  or
void,  this  Agreement  shall  continue  in full force and effect  without  said
provision.

         25. Entire  Agreement.  This Agreement  represents the entire agreement
and  understanding  between  the  Company  and  Employee  concerning  Employee's
separation  from the  Company,  and  supersedes  and  replaces any and all prior
agreements  and  understandings  concerning  Employee's  relationship  with  the
Company and his compensation by the Company.

         26. No Oral Modification. This Agreement may only be amended in writing
signed by Employee and the Chief Executive Officer of the Company.

         27. Governing Law. This  Agreement shall be governed by the laws of the
State of California.

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<PAGE>


         28. Effective Date. This Agreement is effective seven days after it has
been signed by both Parties.

         29. Counterparts.  This Agreement may be executed in counterparts,  and
each  counterpart  shall have the same force and effect as an original and shall
constitute  an  effective   binding  agreement  on  the  part  of  each  of  the
undersigned.

         30. Voluntary  Execution  of   Agreement. This  Agreement  is  executed
voluntarily  and without any duress or under  influence on the part or behalf of
the Parties  hereto with the full intent of  releasing  all claims.  The Parties
acknowledge that:

              (a) They have read this Agreement;

              (b) They have been  represented in  the  preparation   negotiation
and  execution of this  Agreement  by legal  counsel of their own choice or that
they have voluntarily declined to seek such counsel;

              (c) They  understand the terms and  consequences of this Agreement
and of the releases it contains;

              (d) They are fully aware of the legal and  binding  effect of this
Agreement.

         IN WITNESS  WHEREOF,  the Parties have executed  this  Agreement on the
respective dates set forth below.


                                       Conrad J. Dell'Oca, an individual


                                       /s/ Conrad J. Dell'Oca
                                       ----------------------
                                           Conrad J. Dell'Oca

Dated:____________2000


                                       Ingenuus Corporation


                                       By: /s/ Michael J. Carroll
                                           ----------------------
                                           Michael J. Carroll
                                           President and chief Executive Officer

Dated: 12-21-2000
       ----------


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