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                                                                   Exhibit 10.4

                                 EMPLOYMENT AGREEMENT

          THIS EMPLOYMENT AGREEMENT ("Agreement"), effective as of July 6,
1998 ("Effective Date"), is entered into by and between John F. Buckles
("Executive"), and QCS CORPORATION, a Delaware corporation (the "Company").

          WHEREAS, Executive and the Company deem it to be in their
respective best interests to enter into an agreement providing for the
employment of Executive with the Company pursuant to the terms herein stated,
which terms include provisions for salary payments and death, disability,
retirement, and severance and other benefits to be paid by the Company to
Executive or his designated beneficiaries.

          NOW, THEREFORE, in consideration of the premises and the mutual
promises and agreements contained herein, Executive and the Company have
agreed and do hereby agree as follows:

          1.   DUTIES.

               (a)   The Company does hereby employ, engage, and hire
Executive as Vice President of Strategic Alliances of the Company, and
Executive does hereby accept and agree to such hiring, engagement, and
employment. Executive shall be responsible for the achievement of the sales
plan for North America through the identified strategic business partners -
IBM and QRS; and then to be expanded to the achievement of the world wide
sales plan through the strategic alliances. Refer to the position description
in Exhibit A. Executive will be based in Cincinnati, Ohio and will report to
the CEO of the Company.

          2.   TERM OF AGREEMENT. The term ("Term") of this Agreement shall
commence on the Effective Date and shall continue indefinitely unless
Executive's employment hereunder is terminated in accordance with the terms
of this Agreement. The Company has an at will employment relationship which
can be terminated by you or the Company with or without cause and with or
without notice.

          3.   COMPENSATION.

               (a)   BASE SALARY. The Company shall pay Executive an annual
base salary at the rate of $130,000 per year or such higher amount as the
Company may from time to time determine ("Base Salary"), payable in equal
biweekly installments in accordance with the normal payroll procedures of the
Company or at such other time or times as Executive and the Company shall
agree. Executive shall receive an annual performance review no less
frequently than on each anniversary of the Effective Date during his
employment hereunder


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and shall be entitled to such merit increases in his Base Salary at the CEO
in his discretion may determine.

               (b)   BONUS. Executive will participate in establishing a
sales plan with the strategic alliances. The performance will be measured as
a percentage of the achievement of the sales plan. Executive can earn, as a
bonus, 30% of the annual base salary if the sales plan is achieved at 100%.
If the sales plan is underachieved or overachieved, then the bonus will be
proportionately adjusted, but will not exceed 50% of the annual base salary.

               (c)   CORPORATE OFFICERS INCENTIVE PLAN. Executive shall be
entitled to participate in the Corporate Officers Incentive Compensation
Plan, which will be defined on a yearly basis by the compensation committee
of the board of directors of the Company.

               (d)   FRINGE BENEFITS. Executive shall be entitled to
participate in any fringe and other benefit programs adopted from time to
time by the Company for the benefit of its executive employees, including,
but not limited to, reimbursement of business expenses and medical and health
insurance in accordance with the Company's existing policies.

                     (i)      VACATION. Executive shall be entitled to five (5)
weeks paid vacation each year. Any accrued but unused vacation may be carried
over into the following year; provided that Executive may not accrue more
than six (6) weeks paid vacation at any time.

                     (ii)     MEDICAL/DENTAL INSURANCE.   Executive will
continue his existing medical/dental program, from his previous employer,
under the Federal COBRA provisions for a period not to exceed 18 months from
the start of employment with the Company. During such time Executive will
bill the Company for the cost of such coverage. It is understood that during
this 18-month period Executive shall seek a suitable PPO (Preferred Provider
Option) replacement program, which provides for similar coverage and
provisions to the COBRA plan. At the time this replacement plan is enacted,
the COBRA plan will be dropped. Executive will continue to bill the Company
for the replacement medical/dental insurance program.

                     (iii)    INTERNATIONAL MEDICAL COVERAGE. During
Executives international travel (outside the United States) the Company
agrees to pay any difference between the actual cost of treatment/care
overseas and the actual coverage provided by the insurance company should an
injury/illness occur during such business travel for the Company.

                     (iv)     LIFE INSURANCE COVERAGE. The Company agrees to
reimburse Executive for the cost of Life Insurance in the amount of one times
(1x) the base salary.

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                     (v) AUTO ALLOWANCE. Executive will receive an auto
allowance of $500 per month in accordance with the Company's expense policy.

               (e)   STOCK OPTIONS. Subject to the terms and conditions set
forth the Company's standard Stock Option Agreement, which is attached as
Exhibit B to this Agreement, the Company hereby agrees that, as of the
Effective Date of this Agreement, it shall grant Executive options (the
"Options") to purchase 150,000 shares of common stock of the Company at such
price and on the terms set forth in Exhibit B attached hereto.

     4.   TERMINATION OF EXECUTIVE'S EMPLOYMENT.

               (a)   DEATH. In the event Executive's employment hereunder is
terminated by reason of Executive's death, the Executive's employment shall
terminate without further obligation of the Company.

               (b)   DISABILITY. If, as a result of Executive's incapacity
due to physical or mental illness ("Disability'), Executive shall have been
absent from the full-time performance of his duties with the Company for
ninety (90) days during any eighteen (18) month period, and, within thirty
(30) days after written notice is provided to his by the Company, he shall
not have returned to the full-time performance of his duties, Executive's
employment under this Agreement may be terminated by the Company for
Disability. During any period prior to such termination during which
Executive is absent from the full-time performance of his duties with the
Company due to Disability, the Company shall continue to pay Executive his
Base Salary at the rate in effect at the commencement of such period of
Disability. Following termination for Disability, Executive's Base Salary
shall terminate and Executive's benefits shall be determined under the
Company's retirement insurance, and other compensation and benefit plans and
programs then in effect, in accordance with the terms of such programs.

               (c)   TERMINATION FOR CAUSE. The Company may terminate
Executive's employment under this Agreement for "Cause," at any time, but
only in the event of (i) Executive's conviction of a felony (provided,
however, that following indictment for a felony, and prior to conviction, the
Company may, without limiting or modifying in any other way its obligations
under this Agreement, suspend Executive from the performance of his duties
hereunder), or (ii) a determination by the Board, acting reasonably and in
good faith, that Executive has (A) failed to meet annual performance
standards established by the Board and agreed by Executive, (B) habitually
neglected his duties or performed his duties in a grossly incompetent manner
despite adequate warnings from the Board, (C) committed materially fraudulent
or dishonest actions with respect to the Company, or (D) deliberately injured
or attempted to injure the Company so as to cause or attempt to cause
material adverse consequences for the Company; provided, however, that
Executive shall not be deemed to have been terminated for Cause unless the
Board of Directors has delivered to the Executive a written warning
indicating the matter(s) prompting the notice and required remedial action to
be taken by the Executive. If the matter(s) indicated in the notice is(are)
not remedied by the

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Executive within 30 days after delivery of the notice, then there shall have
been delivered to him a copy of a resolution duly adopted by the affirmative
vote of not less than two-thirds of the entire membership of the Board of
Directors of the Company, finding that, in the good faith opinion of such
board, he failed to perform in a manner, was guilty of, or had engaged in
conduct constituting Cause as set forth herein and specifying the particulars
thereof in detail. In the event of termination of Executive's employment for
Cause, this Agreement shall terminate without further obligation of the
Company.

     5.   ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS.

               (a)   DEFINITION OF "INVENTIONS." As used herein, the term
"Inventions" shall mean all inventions, discoveries, improvements, trade
secrets, formulas, techniques, data, programs, systems, specifications,
documentation, algorithms, flow charts, logic diagrams, source codes,
processes, and other information, including works-in-progress, whether or not
subject to patent, trademark, copyright, trade secret, or mask work
protection, and whether or not reduced to practice, which are made, created,
authored, conceived, or reduced to practice by Executive, either alone or
jointly with others, during the period of employment with the Company and for
one year following the termination of Executive's employment with the Company
which (B) relate to the actual or anticipated business, activities, research,
or investigations of the Company or (C) result from or is suggested by work
performed by Executive for the Company (whether or not made or conceived
during normal working hours or on the premises of the Company), or (D) which
result, to any extent, from use of the Company's premises or property.

               (b)   WORK FOR HIRE. Executive expressly acknowledges that all
copyrightable aspects of the Inventions (as defined below) are to be
considered "works made for hire" within the meaning the Copyright Act of
1976, as amended (the "Act"), and that the Company is to be "author" within
the meaning of such Act for all purposes. All such copyrightable works, as
well as all copies of such works in whatever medium fixed or embodied, shall
be owned exclusively by the Company as of its creation, and Executive hereby
expressly disclaims any and al interest in any of such copyrightable works
and waives any right of DROIT MORALE or similar rights.

               (c)   ASSIGNMENT. Executive acknowledges and agrees that all
Inventions constitute trade secrets of the Company and shall be the sole
property of the Company or any other entity designated by the Company. In the
event that title to any or all of the Inventions or any part or element
thereof, may not, by operation of law, vest in the Company or such Inventions
may be found as a matter of law not to be "works made for hire" within the
meaning of the Act, Executive hereby conveys and irrevocably assigns to the
Company, without further consideration, all his right, title and interest,
throughout the universe and in perpetuity, in all Inventions and all copies
of them, in whatever medium fixed or embodied, and in all written records,
graphics, diagrams, notes, or reports relating thereto in Executive's
possession or under his control, including, with respect to any of the
foregoing, all rights of copyright, patent, trademark, trade secret, mask
work, and any and all other

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proprietary rights therein, the right to modify and create derivative works,
the right to invoke the benefit of any priority under any international
convention and all rights to register and renew same.

               (d)   PROPRIETARY NOTICES; NO FILINGS; WAIVER OF MORAL RIGHTS.
Executive acknowledges that all Inventions shall at the sole option of the
Company bear the Company's patent, copyright, trademark, trade secret, and
mask work notices.

               Executive agrees not to file any patent, copyright, or
trademark applications relating to any Invention, except with prior written
consent of an authorized representative of the Company.

               Executive hereby expressly disclaims any and all interest in
any Inventions and waives any right of DROIT MORALE or similar rights, such
as rights of integrity or the right to be attributed as the creator of the
Invention.

               (e)   FURTHER ASSURANCES. Executive agrees to assist the
Company, or any party designated by the Company, promptly on the Company's
request, whether before or after the termination of employment however such
termination may occur, in perfecting, registering, maintaining, and
enforcing, in any jurisdiction, the Company's rights in the Inventions by
performing all acts and executing all documents and instruments deemed
necessary or convenient by the Company, including, by way of illustration and
not limitation:

                     i)    Executing assignments, applications, and other
     documents and instruments in connection with (A) obtaining patents,
     copyrights, trademarks, mask works, or other proprietary protections for
     the Inventions and (B) confirming the assignment to the Company of all
     right, title, and interest in the Inventions or otherwise establishing the
     Company's exclusive ownership rights therein.

                     ii)   Cooperating in the prosecution of patent, copyright,
     trademark and mask work applications, as well as in the enforcement of the
     Company's rights in the Inventions, including, but not limited to,
     testifying in court or before any patent, copyright, trademark or mask work
     registry office, or any other administrative body.

               Executive will be reimbursed for all out-of-pocket costs incurred
in connection with the foregoing, if such assistance is requested by the Company
after the termination of employment. In addition, to the extent that, after the
termination of employment for whatever reason, Executive's technical expertise
shall be required in connection with the fulfillment of the aforementioned
obligations, the Company will compensate Executive at a reasonable rate for the
time actually spent by Executive at the Company's request rendering such
assistance.

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               (f)   CONSENT TO USE OF NAME. The Company reserves the right
(but shall not have the obligation) to publicize Executive's name and
background in connection with the marketing of the Inventions or the
enforcement of the Company's rights therein. Executive is responsible for
supplying to the Company his resume or curriculum vitae for such purposes.
Executive agrees that the Company shall have the sole control over the type
style, type size, or placement of his name on any materials, or over the
final content of any biography used in said material.

               (g)   DISCLOSURE OF INVENTIONS. Executive will make full and
prompt disclosure to the Company of all Inventions subject to assignment to
the Company, and all information relating thereto in Executive's possession
or under his control as to possible applications and use thereof, to an
authorized representative of the Company.

               (h)   NO VIOLATION OF THIRD PARTY RIGHTS. Executive
represents, warrants, and covenants that he:

                     i)    will not, in the course of employment, infringe upon
     or violate any proprietary rights of any third party (including, without
     limitation, any third party confidential relationships, patents,
     copyrights, mask works, trade secrets, or other proprietary rights);

                     ii)   is not a party to any conflicting agreements with
     third parties which will prevent his from fulfilling the terms of
     employment and the obligations of this Agreement;

                     iii)  does not have in his possession any confidential or
     proprietary information or documents belonging to others and will not
     disclose to the Company, use, or induce the Company to use, any
     confidential or proprietary information or documents of others; and

                     iiii) agrees to respect any and all valid obligations
     which he may now have to prior employers or to others relating to
     confidential information, inventions, or discoveries which are the property
     of those prior employers or others, as the case may be.

               Executive has supplied or shall promptly supply to the Company
a copy of each written agreement to which Executive is subject (other than
any agreement to which the Company is a party) which includes any obligation
of confidentiality, assignment of Inventions, or non-competition.

               Executive agrees to indemnify and save harmless the Company
from any loss, claim, damage, costs or expenses of any kind (including
without limitation, reasonable

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attorney's fees) to which the Company may be subjected by virtue of a breach
by Executive of the foregoing representations, warranties, and covenants.

               (i)   OBLIGATIONS UPON TERMINATION. In the event of any
termination of his employment, for whatever reason, Executive will promptly
(A) deliver to the Company all physical property, discs, documents, notes,
printouts, and all copies thereof and other materials in Executive's
possession or under Executive's control pertaining to the business of the
Company, including, but not limited to, those embodying or relating to the
Inventions and the Confidential Information (as defined herein), (B) deliver
to the Company's patent department or legal department or other person
designated by the Company all notebooks and other data relating to research
or experiments or other work conducted by Executive in the scope of
employment or any Inventions made, created, authored, conceived, or reduced
to practice by Executive, either alone or jointly with others, and (C) make
full disclosure relating to any Inventions.

               If Executive would like to keep certain property, such as
material relating to professional societies or other non-confidential
material, upon the termination of employment with the Company, he agrees to
discuss such issues with the Company. Where such a request does not put
Confidential Information of the Company at risk, the Company will customarily
grant the request.

               Upon termination of employment with the Company, Executive
shall, if requested by the Company, reaffirm Executive's recognition of the
importance of maintaining the confidentiality of the Company's Confidential
Information and reaffirm all of the Executive's obligations set forth in this
Section 5.

          6.   CONFIDENTIAL INFORMATION AND NON-COMPETITION.

               (a)   CONFIDENTIALITY. Executive acknowledges that in his
employment hereunder, and during prior period of employment with the Company,
he has occupied and will continue to occupy a position 9f trust and
confidence. Executive shall not, except as may be required to perform his
duties hereunder or as required by applicable law, without limitation in time
or until such information shall have become public other than by Executive's
unauthorized disclosure, disclose to others or use, whether directly or
indirectly, any Confidential Information regarding the Company. "Confidential
Information" shall mean information about the Company, its subsidiaries and
affiliates, and their respective clients and customers that is not disclosed
by the Company for financial report purposes and that was learned by
Executive in the course of his employment by the Company, including (without
limitation) any proprietary knowledge, trade secrets, data, formulae,
information and client and customer lists and all papers, resumes, and
records (including computer records) of the documents containing such
Confidential Information. Executive acknowledges that such Confidential
Information is specialized, unique in nature and of great value to the
Company, and that such information gives the Company a competitive advantage.
The Executive agrees to deliver or return to the Company, at the Company's
request at any time or upon termination

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or expiration of his employment or as soon thereafter s possible, all
documents, computer tapes and disks, records, lists, data, drawings, prints,
notes and written information (and all copies thereof) furnished by the
Company or prepared by the Executive during the term of his employment by the
Company.

               (b)   NON-COMPETITION. During the period of Executive's
employment hereunder, Executive shall not, directly or indirectly, without
the prior written consent of the Company, provide consultative services or
otherwise provide services to (whether as an employee or a consultant, with
or without pay), own, manage, operate, join, control, participate in, or be
connected with (as a stockholder, partner, or otherwise), any business,
individual, partner, firm corporation, or other entity that is then a
competitor of the Company, including any entity engaged in the design,
manufacture and/or distribution of network service systems or software that
have substantially the same features or functionality to or otherwise
competes with the systems that are designed, manufactured or distributed by
the Company or any direct or indirect subsidiary of Company (each such
competitor a "Competitor of the Company"); provided, however, that the
"beneficial ownership" by Executive, either individually or as a member of a
"group,' as such terms are used in Rule 13d of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), of not more than five percent (5 %) of the voting stock of
any publicly held corporation shall not alone constitute a violation of this
Agreement. It is further expressly agreed that the Company will or would
suffer irreparable injury if Executive were to compete with the Company or
any subsidiary or affiliate of the Company in violation of this Agreement and
that the Company would by reason of such competition be entitled to
injunctive relief in a court of appropriate jurisdiction, and, the provisions
of Section 11 notwithstanding, Executive further consents and stipulates to
the entry of such injunctive relief in such a court prohibiting Executive
from competing with the Company or any subsidiary or affiliate of the Company
in violation of this Agreement.

               (c)   NON-SOLICITATION OF CUSTOMERS AND SUPPLIERS. During the
period of Executive's employment hereunder, Executive shall not, directly or
indirectly, influence or attempt to influence customers or suppliers of the
Company or any of its subsidiaries or affiliates, to divert their business to
any Competitor of the Company.

               (d)   NON-SOLICITATION OF EMPLOYEES. Executive recognizes that
he possesses and will possess confidential information about other employees
of the Company relating to their education, experience, skills, abilities,
compensation and benefits, and interpersonal relationships with customers of
the Company. Executive recognizes that the information he possesses and will
possess about these other employees is not generally known, is of substantial
value to the Company in developing its business and in securing and retaining
customers, and has been and will be acquired by his because of his business
position with the Company. Executive agrees that, during the period of
Executive's employment hereunder and for a period of one (1) year thereafter,
he will not, directly or indirectly, solicit or recruit any employee of the
Company for the purpose of being employed by his or by any Competitor of the
Company on whose behalf he is acting as an agent, representative or employee
and that he

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will not convey any such confidential information or trade secrets about
other employees of the Company to any other person.

               (e)   SURVIVAL OF PROVISIONS. The obligations contained in
this Section 6 shall survive the termination or expiration of Executive's
employment with the Company and shall be fully enforceable thereafter. If it
is determined by a court of competent jurisdiction in any state that any
restriction in this Section 6 is excessive in duration or scope or is
unreasonable or unenforceable under the laws of that state, it is the
intention of the parties that such restriction may be modified or amended by
the court to render it enforceable to the maximum extent permitted by the law
of that state.

          7.   NOTICES. All notices and other communications under this
Agreement shall be in writing and shall be given by facsimile or first-class
mail, certified or registered with return receipt requested, and shall be
deemed to have been duly given three (3) days after mailing or twenty-four
(24) hours after transmission of a facsimile to the respective persons named
below:

     If to Company:                QCS CORPORATION
                                   650 Castro Street, Suite 210
                                   Mountain View, California 94041
                                   Attention: Marcel van Heesewijk
                                   Facsimile: (650) 966-1025

     If to Executive:              John F. Buckles
                                   9943 Huntersrun Lane, Suite 100
                                   Cincinnati, Ohio 45242-5448
                                   Facsimile: (513) 792-9471

Either party may change such party's address for notices by notice duly given
pursuant hereto.

          8.   TERMINATION OF PRIOR AGREEMENTS. This Agreement terminates and
supersedes any and all prior agreements and understandings between the
parties with respect to Executive's employment and compensation by the
Company.

          9.   ASSIGNMENT; SUCCESSORS. This Agreement is personal in its
nature and neither of the parties hereto shall, without the consent of the
other, assign or transfer this Agreement or any rights or obligations
hereunder; provided that, in the event of the merger, consolidation,
transfer, or sale of all or substantially all of the assets of the Company
with or to any other individual or entity, this Agreement shall, subject to
the provisions thereof, be binding upon and inure to the benefit of such
successor and such successor shall discharge and perform all the promises,
covenants, duties, and obligations of the Company hereunder.

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          10.  DISPUTE RESOLUTION; GOVERNING LAW. In the event of any dispute
regarding the terms of employment of Executive, including, but not limited
to, any dispute regarding the negotiation and entering into of the terms of
employment, any termination or employment or the interpretation or
performance of the terms and conditions hereof, Executive and Company hereby
agree that such dispute shall be subject to and shall be determined
exclusively by binding arbitration in accordance with the rules of the
American Arbitration Association. This Agreement and the legal relations thus
created between the parties hereto shall be governed by and construed under
and in accordance with the laws of the State of California, without giving
effect to provisions thereof regarding conflict of laws.

          11.  WITHHOLDING. Except to the extent otherwise provided in
Exhibit B, the Company shall make such deductions and withhold such amounts
from each payment made to the Executive hereunder as may be required from
time to time by law, governmental regulation or order.

          12.  ENTIRE AGREEMENT; HEADINGS. This Agreement embodies the entire
agreement of the parties respecting the matters within its scope and may be
modified only in writing. Section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of
this Agreement for any other purpose.

          13.  WAIVER; MODIFICATION. Failure to insist upon strict compliance
with any of the terms, covenants, or conditions hereof shall not be deemed a
waiver of such term, covenant, or condition, nor shall any waiver or
relinquishment of, or failure to insist upon strict compliance with, any
right or power hereunder at any one or more times to be deemed a waiver or
relinquishment of such right or power at any other time or times. This
Agreement shall not be modified in any respect except by a writing executed
by each party hereto.

          14.  SEVERABILITY. In the event that a court of competent
jurisdiction determines that any portion of this Agreement is in violation of
any statute or public policy, only the portions of this Agreement that
violate such statute or public policy shall be stricken. All portions of this
Agreement that do not violate any statute or public policy shall continue in
full force and effect. Further, any court order striking any portion of this
Agreement shall modify the stricken terms as narrowly as possible to give as
much effect as possible to the intentions of the parties under this Agreement.

          15.  COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.

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          IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Executive has hereunto
signed this Agreement, effective as of the date first above written.

QCS CORPORATION                              JOHN F. BUCKLES

By:
          (signature)                                  (signature)
Its:
          (title)

Name:
     (print name)

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                                      EXHIBIT A

                                   QCS CORPORATION
                                 POSITION DESCRIPTION

                                        TITLE

                        Vice President of Strategic Alliances

                                  POSITION OBJECTIVE

The achievement of the sales plan for North America through the identified
strategic business partners: IBM and QRS; and then to be expanded to the
achievement of the world wide sales plan through strategic alliances.

                                MAIN RESPONSIBILITIES

PLANNING
     -    Create, with the business partner's, a fiscal year sales plan and
     develop the required performance measurements.
     -    Develop, with the business partner's, a resource plan to support their
     respective sales plans.

REPORTING
     -    Report on sales achievement and forecasts on a monthly and quarterly
     basis.
     -    Ensure that the business partner's contribute, on the same basis, to
     the sales reporting e.g. sales funnel management and revenue forecasting.

SALES SUPPORT
     -    Develop and assist with the execution of a sales and support training
     program of business partners.
     -    Provide feedback to the appropriate QCS colleagues on sales support
     requirements.

MARKET DEVELOPMENT AND INTELLIGENCE
     -    Provide feedback on customer requirements to the appropriate QCS
     constituents.
     -    Be aware of activities of potential competitors and allies and bring
     them to the attention of the appropriate management.
     -    Provide suggestions and feedback on market pricing of the QCS services
     in order to obtain maximum return on a customer's commitment to QCS.

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POSITION DESCRIPTION (cont.)

                                OTHER RESPONSIBILITIES
                                ----------------------

     -    Ensure that adequate documentation exists describing account
     strategies in terms of the business plan and long and short term sales
     objectives.
     -    Develop sales motivation programs which are industry and business
     partner compatible and address achievement of objectives.
     -    Access and manage best and ethical sales methods and distribution for
     QCS' products & network services with the business partners.
     -    Attract, maintain and motivate the best representatives of the
     business partners according to the business plan and build a cohesive and
     successful teams within the business partners. measure and hold the
     business partners accountable to the business plan.
     -    Evaluate the market to ensure that the business partners deliver
     achievement of increased market share and optimal results from the
     accessible market.
     -    Liaison between QCS development in Mountain View and IBM customer
     support in Cincinnati to ensure that sales support resources required are
     planned in a timely manner relative to retailer hub status.
     -    Develop and coordinate training plans for hot line support and sales
     and marketing staff of the business partners.
     -    Ensure that services and marketing feedback from the business partners
     is communicated to QCS' development in Mountain View in a clear and timely
     manner.
     -    Make sure the business partners work as a team with the QCS
     organization and vise versa.
     -    Be a QCS resource and representative to the business partners.

                                   REQUIRED SKILLS
                                   ---------------

     -    Proven organizational and management skills
     -    Able to set projections and deliver results
     -    Technical background required to understand technology which will aid
     sales
     -    Goal oriented
     -    Market awareness (ability to become an expert on QCS' competition)
     -    Can quickly react to changing environments
     -    Strategic planning
     -    Team Player
     -    Strong internal and external (business partners and customers)
     communication skills
     -    Hands on
     -    Does not require extensive support staff
     -    Honest and straightforward

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                                      EXHIBIT B


                                  Stock Option Plan