Exhibit 10.2

                              EMPLOYMENT AGREEMENT

      This EMPLOYMENT AGREEMENT entered into as of June 1, 2001 is by and
between Aspect SemiQuip International, Inc., an Arizona corporation (the
"Company"), and Douglas Dixon, an individual residing at 2187 East Victor Road,
Gilbert, Arizona 85296 ("Employee").

RECITALS:

      A.    Employee has agreed to serve as the President and Chief Executive
            Officer of the Company;

      B.    The Board of Directors of the Company considers sound and vital
            management to be essential and desires to have the benefits of
            Employee's knowledge, experience, and service; and

      C.    Employee desires to be employed by the Company and the Company
            desires to retain Employee as its President and Chief Executive
            Officer on the terms and conditions set forth herein.

AGREEMENTS:

      The parties hereto, in consideration of the covenants and agreements set
forth herein and other good and valuable consideration, agree as follows:

      1.    Definitions. The purposes of this Agreement, the following terms
            shall have the meaning indicated thereof:

            1.1   Board means the Board of Directors of the Company or any
                  successor.

            1.2   Change In Control Event mean (i) a merger, consolidation or
                  any exchange of shares of capital stock of the Company
                  whereby more than fifty percent (50%) of the total combined
                  voting power of the Shareholders is sold, transferred or
                  exchanged to any person or entity other than an affiliate of
                  the Shareholders; (ii) a sale of all or substantially all the
                  assets of the Company; or (iii) the adoption of a plan of
                  dissolution or liquidation.

            1.3   Change In Control Termination means any termination of
                  Employee by the Company within ninety (90) days prior to or
                  one (1) year after the closing of any Change In Control Event
                  other than a Termination for Cause.

            1.4   Company means Aspect SemiQuip International, Inc. or any
                  successor entity.


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            1.5   Compensation means the total amount included in Employee's
                  gross income for federal income tax purposes in connection
                  with his employment hereunder for payments or benefits
                  received under the provisions of Section 2.3.1, 2.3.2, and
                  2.3.3 hereof.

            1.6   Effective date means June 1, 2001.

            1.7   Gross Sales Revenue means the total revenue generated by the
                  Company through fees charged for services rendered or products
                  sold or any other revenue received by the Company in the
                  course of business as shown on the Company's audited year-end
                  financial statements.

            1.8   Pre-Tax Net Profits shall mean annual gross revenues less
                  expenses, not including any bonuses or other case compensation
                  above the standard salaries paid to employees or consultants
                  which require the approval of the Board, amortization of debt
                  service, any depreciation as reported in the Company's audited
                  year-end financial statements.

            1.9   Shareholders shall mean Employee and Scott Magoon as of the
                  Effective Date.

            1.10  Termination For Cause means the termination of employment of
                  Employee by the Board because of Employee's personal
                  dishonesty, willful misconduct, breach of fiduciary duty
                  involving personal profit, intentional failure to perform
                  stated duties, willful violation of any material law, rule or
                  regulation resulting in the Company's detriment or reflecting
                  upon the Company's integrity (other than traffic infractions
                  or similar minor offenses) or a material breach by the
                  Employee of the terms of this Agreement and failure to cure
                  such breach within thirty (30) days after receipt of written
                  notice from the Company specifying the nature of such breach
                  or to pay compensation to the Company deemed reasonable by the
                  Company if the breach cannot be cured. For purposes of this
                  Agreement, Employee's termination of employment shall not be
                  considered to be a Termination for Cause unless and until
                  there shall have been delivered to the Employee a copy of a
                  resolution, duly adopted by the affirmative vote of not less
                  than sixty-six (66%) of the entire membership of the Board,
                  excluding the vote of Employee, at a meeting called and held
                  for that purpose after reasonable notice to Employee and an
                  opportunity for him, together with his counsel, to be heard,
                  finding that, in the good faith opinion of the Board, Employee
                  is guilty of misconduct of the type described in this Section
                  1.10, and specifying the particulars


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                  thereof in detail which determination shall be subject to a
                  complete and de novo review as to reasonableness and good
                  faith.

            1.11  Total and Permanent Disability means an injury or illness of
                  the Employee that prevents the performance of customary duties
                  and which is expected to be a long continued and indefinite
                  duration and that has caused Employee's absence from service
                  for at least one hundred eighty (180) days.

      2.    Employment. The Company hereby retains and employs Employee to serve
            in the capacity of President and Chief Executive Officer. Employee
            accepts such employment on the terms and conditions set forth
            herein.

            2.1   Term. The term of this Agreement shall commence on the
                  Effective Date and shall end, unless previously terminated in
                  accordance with the provisions of Section 3 hereof, at the
                  close of business on the day before the first anniversary of
                  the Effective Date hereof. Notwithstanding the above, should
                  either party fail to give written notice of an election to
                  terminate this Agreement at least 60 days prior to the first
                  anniversary date hereof, this Agreement shall automatically be
                  renewed for an additional one year period. Such annual
                  renewals shall thereafter automatically take place unless
                  either party has given written notice at least 60 days prior
                  to the next anniversary date.

            2.2   Duties and Responsibilities. Employee's position shall be
                  President and Chief Executive Officer of the Company. The
                  President and Chief Executive Officer of the Company, subject
                  to the control of the Board, shall in general supervise and
                  control all business and affairs of the Company. He shall bear
                  ultimate responsibility for the success or failure to the
                  business of the Company and the operating profits or losses.
                  Employee shall serve in such other executive capacities and
                  have such additional titles and authorities with respect to
                  the Company and its subsidiaries as the Board may from time to
                  time reasonably prescribe. During the term of this Agreement,
                  Employee shall devote substantially his entire work time,
                  attention, and energies to the business of the Company and its
                  subsidiaries. Subject to the provisions of Section 4 hereof,
                  Employee may serve as a director or member of any other
                  corporation or entity so long as any such service does not
                  cause any conflict of interest with the Company.

            2.3.  Compensation.

                  2.3.1 Base Salary. Subject to the further provisions of this


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                  Agreement, the Company agrees to pay to Employee an annual
                  base salary of One Hundred Fifty Thousand Dollars
                  ($150,000.00), payable no less frequently than in accordance
                  with the regular payroll practices of the Company, with such
                  increases as shall be made from time to time in accordance
                  with the Company's regular salary administrative practices as
                  applied to Company officers. The base salary of Employee shall
                  not be decreased at any time during the term of this Agreement
                  from the amount in effect from time to time, unless the Board
                  of Directors elects to decrease the same in connection with a
                  decrease in compensation for all or substantially all of the
                  Company's executive officers.

                  2.3.2 Bonus Plans. For each year during the term of this
                  Agreement, Employee shall be eligible to participate in any
                  Bonus Plans adopted by the Board for the benefit of the
                  Company's executives.

                  2.3.3 Benefits and Benefit Plans. Employee shall be entitled
                  to participate in any benefits plans that are now or may
                  hereafter become applicable to the Company's executives, and
                  any other benefits which are commensurate with the duties and
                  responsibilities to be performed by the Employee under this
                  Agreement; including, but not limited to, reimbursement for
                  reasonable business expenses accounted for in accordance with
                  applicable governmental regulations; life, long-term
                  disability and accident insurance plans; employee saving and
                  investment plans; and medical, dental and hospitalization
                  insurance plans; without any material reduction in such
                  benefits as in effect on the Effective Date hereof.

                  2.3.4 Participation in Retirement and Benefit Plans. The
                  Employee shall be entitled to participate in any retirement,
                  pension, thrift or other retirement or employee plan that the
                  Company has adopted or may adopt for the benefit of its senior
                  executives.

3.    Termination. Employee's employment under this Agreement shall terminate
      upon the occurrence of any one of the following events:

      3.1   Total and Permanent Disability. In the event Employee suffers Total
            and Permanent Disability, the Company may terminate Employee's
            employment. Should employment be terminated on or before July 1 of
            any year when this Agreement is in effect, Employee shall not be
            entitled to receive any bonus payable under any plan adopted by the
            Board as described in Section 2.3.2 for the year in which the
            termination occurs. Should employment terminate at any time after
            June 30, Employee shall


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            be entitled to receive the full amount of any bonuses to be paid for
            the year in which termination occurs. The date of any bonus payment,
            however, shall not be accelerated but shall be paid at the time set
            forth in Section 2.3.2. Upon termination by reason of Total and
            Permanent Disability, the Company shall pay to Employee such
            benefits as may be provided to officers of the Company under any
            Company provided disability insurance or similar policy or under any
            Company adopted disability plan and in the absence of any such
            policy or plan shall continue to pay to Employee for a period of not
            less than four (4) years the Compensation then in effect as of the
            effective date of Employee's termination. Employee agrees, in the
            event of any dispute under this Section as to the existence of
            Total and Permanent Disability, to submit to a physical examination
            by a licensed physician selected by the Company, the cost of such
            examination to be paid by the Company, and the decision as to
            Employee's disability shall be conclusive and binding upon the
            Company and Employee. Nothing contained herein shall be construed to
            affect Employee's rights under any disability insurance or similar
            policy, whether maintained by the Company, Employee or another
            party.

      3.2   Death. In the event of the death of Employee this Agreement shall
            terminate and, all obligations of the Company hereunder shall be
            extinguished as of the date of Employee's death, except that
            Employee's estate or beneficiaries shall have the right to receive
            payment of four years of salary paid in equal monthly installments
            over the succeeding two year period; and in the event Employee dies
            on or before July 1 of any year when this Agreement is in effect,
            Employee shall be entitled to receive the full amount of bonuses, if
            any, to be paid for the year in which death occurs. The date of any
            bonus payment, however, shall not be accelerated but shall be paid
            at the time set forth in Section 2.3.2. Nothing contained herein
            shall be construed to affect any rights of Employee's estate under
            any life insurance or similar policy, whether owned by the Company,
            the Employee or any third party.

      3.3   Termination for Cause. The Company may effect a Termination for
            Cause of Employee. The Company shall have no further obligation to
            pay Compensation hereunder after the date of Termination for Cause
            and any accrued but unpaid bonus payable under any plan adopted by
            the Board as described in Section 2.3.2 shall be immediately
            forfeited.

      3.4   Voluntary. Should Employee voluntarily terminate his employment
            prior to the termination of this Agreement, the Company shall have
            no further obligation to pay compensation and any accrued but unpaid
            bonus described in Section 2.3.2 shall be forfeited in full.

      3.5   Change In Control Termination. Upon the occurrence of any Change In


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            Control Termination, Employee shall receive a lump sum payment of
            four times his annual base salary in effect on the date of
            termination of his employment. In the event of a Change In Control
            Termination on or before July 1, Employee shall not be entitled to
            receive any bonus payable under any plan adopted by the Board as
            described in Section 2.3.2 for the year in which the Change In
            Control Termination occurs. In the event of a Change In Control
            Termination which occurs after June 30, Employee shall be entitled
            to received the full amount of any bonuses to be paid for the year
            in which the Change In Control Termination occurs. The date of the
            bonus payment, however, shall not be accelerated but shall be paid
            at the time set forth in Section 2.3.2.

      3.6   Termination without Cause. In the event the Board terminates
            Employee for any reason other than those otherwise contained in this
            Section 3, Employee shall be entitled to receive the same payments
            and benefits as described in Section 3.2.

4     Confidentiality.

      4.1   Confidential Information. Employee acknowledges that he has and will
            have access to trade secrets and confidential business information
            of the Company and its affiliates and subsidiaries throughout the
            term of this Agreement and that any such trade secret or
            confidential information, regardless of whether Employee alone or
            with others developed any such trade secret or confidential
            information, shall be and shall remain the property of the Company
            or its affiliates or subsidiaries. During the term of this Agreement
            and after termination of employment, Employee shall not either
            voluntarily or involuntarily, on either his own account, as a member
            of a firm, or on behalf of another employee or otherwise, directly
            or indirectly use or reveal to any person, partnership, corporation
            or association any trade secret or confidential information of the
            Company or any of its subsidiaries or affiliates. Such trade secrets
            shall include, but shall not be limited to, business plans,
            marketing plans, or programs, any non-public financial information,
            including but not limited to, financial information, forecasts and
            statistics relating to markets, contracts, customer lists,
            compensation arrangements and business opportunities, inventions,
            formulas, processes, technical plans, drawings, diagrams, flow
            charts, programs, methods and practices, price lists and supplier
            lists. The terms "trade secrets" shall not include information
            generally available to the public or a governmental agency. Employee
            will not make available to any person, partnership, corporation or
            association, or retain after termination of employment, any Employer
            policy manuals, printed materials or computer disc containing
            information related to the Company or to any affiliate of the
            Company.


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      4.2   Injunctive Relief. Employee acknowledges that the restrictions
            contained in the Section 4 are a reasonable and necessary protection
            of the immediate interests of the Company and its affiliates and
            subsidiaries and that any violation of these restrictions would
            cause substantial injury to the Company. In the event of a breach or
            threatened breach by Employee of these restrictions, the Company
            shall be entitled to apply to any court of competent jurisdiction
            for any injunction, without the necessity of posting a bond,
            restraining Employee from such breach or threatened breach;
            provided, however, that the right to apply for any injunction shall
            not be construed as prohibiting the Company from pursuing any other
            available remedies for such breach or threatened breach.

      4.3   Non Competition. Upon termination of this Agreement for any reason,
            Employee shall be bound by the terms and provisions of the
            Confidentiality and Non Compete Agreement attached hereto as Exhibit
            A.

5.    Binding Effect; Assignment. This Agreement shall be binding upon and inure
      to the benefits of the Employee, the Company and their respective heirs,
      executors, administrators, successors and assigns; provided, however, that
      Employee may not assign his rights hereunder without the prior written
      consent of the Company and may not assign his obligations hereunder. The
      Company may assign either its rights or obligations hereunder to any of
      its subsidiaries or affiliated corporation or to any successor to
      substantially all of the assets or business of the Company.

6.    Modification, Waiver or Amendment. The provisions of this Agreement may
      not be modified, amended or waived except by a written instrument executed
      by the Company and Employee. The waiver of any provision of this Agreement
      by either party shall not constitute a waiver of any subsequent
      occurrences or transactions unless the waiver, by its terms, constitutes a
      continuing waiver.

7.    Arbitration. Any disputes related to or arising out of this Agreement or
      otherwise relating to Employee's employment with the Company shall be
      subject to mandatory binding arbitration before a single arbitrator in
      accordance with the rules of the American Arbitration Association ("AAA"),
      except that the Company may, in place of or in additional to arbitration,
      elect to pursue court remedies for any breach of Section 4 of this
      Agreement. The arbitrator shall be selected in accordance with the AAA's
      rules for selecting a single arbitrator provided that, if AAA rules call
      for selecting an arbitrator by making strikes against a list of
      candidates, in the event that there is an odd number of candidates
      Employee shall have the first strike and in the event that there is an
      even number of candidates that Company shall have the first strike. Except
      to the extend contrary to this Agreement or the Company's written policies
      regarding arbitration with Employee, the procedural rules that shall
      govern the arbitration shall be the rules of the AAA, or in the event that
      a particular procedural issue is not governed by the foregoing, the
      Arizona Rules of Civil Procedure shall apply except that discovery may be
      conducted only upon agreement of the parties or order of the


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      arbitrator upon good cause shown, and in issuing discovery orders, the
      arbitrator shall consider that the parties have chosen arbitration to
      provide for the efficient and inexpensive resolution of disputes. The
      forum for the arbitration shall be Phoenix, Arizona. The applicable
      substantive law shall be the law chosen to apply to disputes provided by
      this Agreement. A party may initiate arbitration under this Section by
      making a demand for arbitration and shall serve with that demand a
      detailed statement setting forth with particularity the factual and legal
      basis for each claim asserted. In the event that the party initiating
      arbitration fails to serve on the opposing party the detailed statement of
      claims required by this Section, the opposing party shall be entitled to
      move to dismiss the arbitration, and upon such motion, such claims shall
      be dismissed. Upon the issuance of a decision, the arbitrator shall issue
      written findings of fact and conclusions of law. The decision of the
      arbitrator shall be in accordance with the express terms and conditions of
      this Agreement. Each party shall pay its own attorneys' fees and costs and
      shall share the arbitration fees provided that the nonprevailing party
      shall reimburse the prevailing party for all reasonable attorneys' fees
      and costs, including the arbitration fees, incurred in connection with the
      arbitration. Arbitration proceeding and any information related thereto
      shall be kept confidential. THE PARTIES ACKNOWLEDGE THAT THEIR AGREEMENT
      TO ARBITRATE UNDER THIS SECTION MEANS THAT TRIAL BY JURY OR APPEAL WILL
      NOT BE AVAILABLE FOR ANY DISPUTES RELATED TO OR ARISING OUT OF THIS
      AGREEMENT OR OTHERWISE RELATING TO EMPLOYEE'S EMPLOYMENT WITH THE COMPANY
      INCLUDING WITHOUT LIMITATION DISPUTES INVOLVING ALLEGED EMPLOYMENT
      DISCRIMINATION, HARASSMENT, WRONGFUL TERMINATION, AND ANY OTHER CLAIMS
      ARISING OUT OF FEDERAL OR STATE STATUTES, COMMON LAW OR PUBLIC POLICY,
      EXCEPT THAT THIS SECTION DOES NOT RESTRICT THE RIGHT TO PURSUE COURT
      REMEDIES FOR ANY BREACH OF SECTION 4 OF THIS AGREEMENT.

8.    No Mitigation. Any compensation earned by Employee from another employer
      or from employment not in violation of the provisions of Section 2.2 or
      Section 4 hereof, shall not reduce any payment to which Employee is
      entitled under the terms of this Agreement.

9.    Miscellaneous.

      9.1   Entire Agreement. This Agreement rescinds and supersedes any other
            agreement and contains the entire understanding between the parties
            relative to the employment of Employee, there being no terms,
            conditions, warranties, or representations other than those
            contained or referred to herein, and no amendment hereto shall be
            valid unless made in writing and signed by both of the parties
            hereto.


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      9.2   Governing Law. This Agreement shall be interpreted and construed in
            accordance with the laws of the State of Arizona without regard to
            conflicts of law principles as applied to residents of Arizona.

      9.3   Severability. In the event that any provisions herein shall be
            legally unenforceable, the remaining provisions nevertheless shall
            be carried into effect.

      9.4   Attorneys' Fees. In the event of any litigation between the parties
            hereto arising out of the terms, conditions and obligations
            expressed in this Agreement, the prevailing party in such litigation
            shall be entitled to recover reasonable attorneys' fees incurred in
            connection therewith.

      9.5   Notices. All notices required or permitted to be given hereunder
            shall be deemed given if in writing and delivered personally or sent
            by telex, telegram, telecopy, or forwarded by prepaid registered or
            certified mail (return receipt requested) to the party or parties at
            the following addresses (are at such other addresses as shall be
            specified by like notices), and any notice, however given, shall be
            effective when received:

      To Employee:

                  Douglas N. Dixon
                  2187 East Victor Road
                  Gilbert, AZ 85296

      To the Company:

                  Aspect SemiQuip International, Inc.
                  375 East Elliot Road
                  Chandler, AZ 85225

      9.6   Waiver. The waiver by any party of a breach of any provision of
            this Agreement by the other shall not operate or be construed as a
            waiver of any subsequent breach of the same provision or any other
            provision of this Agreement.

      9.7   Counterparts. This Agreement may be executed in one or more
            counter-parts, each of which shall be deemed an original, but all of
            which together shall constitute one and the same instrument.


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      9.8   Headings. The subject headings to the sections in this Agreement are
            included for purposes of convenience only and shall not affect the
            construction or interpretation of any of its provisions.

      9.9   Survivorship. The provisions of Section 3.1, 4.1, 4.2, 7 and 8 shall
            continue and shall survive the termination of the Agreement.

      IN WITNESS WHEREOF, the parties have executed this Agreement on June 29,
2001, to be effective as of the date first hereinabove written.


                                        ASPECT SEMIQUIP INTERNATIONAL, INC.

                                        By:  /s/ Douglas N. Dixon
                                             ------------------------
                                        Its: ________________________


                                        EMPLOYEE

                                        /s/ Douglas N. Dixon
                                        -----------------------------
                                              Douglas N. Dixon


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