California Software Corporation
                   2901 S. Pullman Street
                 Santa Ana, California 92705

                    Employment Agreement


      This  Employment Agreement (the "Agreement"),  entered
into  this  13th  day  of December,  1999,  by  and  between
California Software Corporation (the "Company"),  having  an
office  at  2901  S. Pullman Street, Santa  Ana,  California
92705  and  Carol  Conway, (the "Employee"),  whose  mailing
address is 25032 Oxford Drive, Laguna Niguel, CA  92677.

                          RECITALS

      WHEREAS, The Employee is one of the key executives  of
the  Company  and has experience in the area of business  of
which the Company is involved; and

      WHEREAS, The Company wishes to employ the Employee  as
Vice  President  and the Employee wishes  to  provide  these
officer services to the Company.

      NOW, THEREFORE, in consideration of the recitals,  the
following  representations and covenants and the payment  of
one  dollar made by each party to the other, the receipt and
sufficiency  of  which is acknowledged by  each  party,  the
parties agree on the following terms:

1.   ENGAGEMENT AND DURATION

1.1  The Company hereby engages the services of the Employee
for  the position of Vice President, and the Employee hereby
accepts  such engagement and agrees to perform the  services
to  the best of his ability and in accordance with terms and
conditions of this Agreement.

1.2   The  Company shall employ the Employee for a  term  of
three  (3) years commencing on the date as set above.   This
initial  term  can  be extended at the sole  option  of  the
Company.

2.   DUTIES

2.1  The Employee shall, pursuant to this Agreement, perform
all  duties customarily performed by an Employee  with  like
title and position of a publicly-held corporation engaged in
a business similar to the Company's business.

2.2   The  Employee  shall use his or her  best  efforts  to
promote  the  interests of the Company and,  to  the  extent
necessary to discharge the responsibilities assigned to  the
Employee,   perform   faithfully   and   efficiently    such
responsibilities.

2.3  The Employee shall perform his duties at the offices of
the  Company which are currently located at 2901 S. Pullman,
Santa  Ana,  California 92705, or at such other location  as
shall be approved by the board of directors.

2.4   The  Employee  will, subject  to  the  terms  of  this
agreement, comply promptly and faithfully with the Company's
reasonable  instructions, directions,  requests,  rules  and
regulations as may be expected of a part-time Employee.  The
Company  shall  not be deemed to have waived  the  right  to
require  the  Employee to perform any  duties  hereunder  by
assigning the Employee to any other duties or services or by
assigning  another individual to perform the duties  of  the
Employee.

2.5   The  Employee's  performance of  personal,  civil,  or
charitable  activities  or  the Employee's  service  on  any
boards or committees as of the date of this Agreement or  at
any  future time during the term of this Agreement shall not
be   deemed  to  interfere  with  the  performance  of   the
Employee's  services  and responsibilities  to  the  Company
pursuant to this Agreement.

2.6  In the event of a change of control of the Company, the
Employee  shall continue to serve the Company  in  the  same
capacity  and have the same authority, responsibilities  and
status  as  he had as of the date immediately prior  to  the
change  of  control.   Following a change  of  control,  the
Employee's  services shall be performed at such location  as
may  be  mutually  agreed upon between the Company  and  the
Employee.  For the purposes of this Agreement, a "change  of
control" shall be deemed to have occurred when:

     (a)  a person other than the current control person(s) of
       the Company becomes a control person; or
     (b)  a majority of the directors elected at any annual or
       special meeting of the Shareholders of the Company are not
       individuals nominated by the Company's then-incumbent Board
       of Directors.

3.   REMUNERATION AND BENEFITS

3.1  Base Salary.  The Employee shall be paid an annual base
salary  of ONE HUNDRED EIGHTY THOUSAND DOLLARS ($180,000.00)
(U.S.D.)  for  the  first  year  of  employment  under  this
Agreement, beginning January 1, 2000. The Employee shall  be
paid  an  annual base salary of TWO HUNDRED THIRTY  THOUSAND
DOLLARS  ($230,000.00)  (U.S.D.)  for  the  second  year  of
employment under this Agreement, beginning January 1,  2001.
The  Employee  shall be paid an annual base  salary  of  TWO
HUNDRED  EIGHTY THOUSAND DOLLARS ($280,000.00) (U.S.D.)  for
the third year of employment under this Agreement, beginning
January 1, 2002.

3.2   Quarterly Bonuses.  During the term of the  Agreement,
quarterly  bonuses  shall be paid to  the  Employee  by  the
Company  in  the amount of TWENTY-FIVE THOUSAND ($25,000.00)
(U.S.D)  per  quarter based upon a percentage of achievement
of  the revenue goals as set forth by the board of directors
of the Company in the Company's annual projections.

3.3   Stock  Options.  At the end of the first year  of  the
term  of  this  Agreement (December 31, 2000),  the  Company
shall  grant  to  Employee options to purchase  TWO  HUNDRED
FIFTY THOUSAND (250,000) shares of common stock of the
Company, exercisable at the end of the initial term  of  the
Agreement.   At the end of the second year of  the  term  of
this  Agreement (December 31, 2001), the Company shall grant
to  Employee  options  to purchase TWO HUNDRED  FIFTY
THOUSAND  (250,000) shares of common stock of  the  Company,
exercisable at the end of the initial term of the Agreement.
At  the  end of the third year of the term of this Agreement
(December  31,  2002), the Company shall grant  to  Employee
options   to  purchase  TWO  HUNDRED  FIFTY  THOUSAND
(250,000) shares of common stock of the Company, exercisable
at the end of the initial term of the Agreement.

3.4  Reimbursement of Expenses.  The Company shall reimburse
the  Employee  for all reasonable expenses incurred  by  the
Employee in the performance of his duties pursuant  to  this
agreement  upon  the  Employee providing  the  Company  with
receipts  for  such  expenses.  Such  reimbursable  expenses
shall  not  include  customary day-to-day  office  expenses,
including  but  not  limited to copies,  faxes,  and  office
supplies.

4.   RESTRICTIVE COVENANTS

4.1  Non-Competition

4.1.1      During  the term of this Agreement, the  Employee
shall not:

      (a) own or have any interest directly in;

       (b)  act as an officer, director, agent, Employee  or
consultant of; or

       (c) assist in any way or in any capacity, any person,
     firm,  association, partnership, corporation  or  other
     entity which is,

a  business that is substantially similar to and/or competes
with  the  business  then engaged in  by  the  Company  (the
"Competitive Entity").

4.1.2      The restriction set out in subparagraph  4.1.1(a)
above  shall not apply to the Employee's ownership  of  less
than ten (10%) of the securities of any Competitive Entity.

4.1.3      The  Employee acknowledges that the  restrictions
contained  in this section 4.1 are reasonable;  however,  in
the  event that any court should determine that any  of  the
restrictive  covenants  contained in subparagraph  4.1.1  or
4.1.2   of   this  agreement,  or  any  part  thereof,   are
unenforceable because of the duration of such  provision  or
the area covered thereby, such court shall have the power to
reduce  the duration or area of such provision and,  in  its
reduced  form, such provision shall then be enforceable  and
shall be enforced.

4.2  Delivery of Records

4.2.1      Upon the termination of the Employee's employment
with  the Company, the Employee will deliver to the  Company
all  books,  records, lists, brochures  and  other  property
belonging to the Company or developed in connection with the
business of the Company.

4.3         Confidentiality

4.3.1     The term "Confidential Information" means any  and
all information concerning the business of the Company which
the  Employee may receive or develop as a result of  his/her
employment.  All documents, procedures, policies,  programs,
reports,  plans, proposals, technical information, know-how,
systems  and  other information unique to the  Company,  its
customers  or  principals,  received  or  developed  by  the
Employee  are  the  property  of  the  Company  and/or  such
parties.   The  Employee  shall not  make  any  unauthorized
disclosure  or use of and shall use his/her best efforts  to
prevent   publication  or  disclosure   or   use   of   such
confidential information.

4.3.2      The  Employee acknowledges that any  unauthorized
disclosure,   reproduction  or  use  of  such   Confidential
Information  by the Employee may result in material  damages
to the Company and consents to the issuance of an injunction
or  other  equitable remedy to prohibit, prevent  or  enjoin
unauthorized  disclosure or use of Confidential  Information
by the Employee.

4.3.3      Except as authorized by the Company, the Employee
will not:

       (a)     duplicate, transfer or disclose nor allow any
     other person to duplicate, transfer or disclose any  of
     the Company's Confidential Information;

  (b)  use the Company's Confidential Information without the
     prior written consent of the Company; or

        (c)     incorporate, in whole or in part, within any
     domestic  or foreign patent application any proprietary
     or Confidential Information disclosed by the Company.

4.3.4      The  Employee  will  safeguard  all  Confidential
Information  at all times so that it is not  exposed  to  or
used by unauthorized persons, and will exercise at least the
same   degree   of  care  to  protect  the  Employee's   own
Confidential Information.

4.3.5      The restrictive obligations set forth above shall
not apply to the disclosure or use of information which:

        (a)      is  or  later becomes publicly known  under
     circumstances involving no breach of this agreement  by
     the Employee;

  (b)  is already known to the Employee at the time of receipt
     of the Confidential Information;

  (c)  is lawfully made available to the Employee by a third
     party; or

       (d)     is independently developed by and Employee of
     the Employee who has not been privy to the Confidential
     Information provided by the Company.

4.3.6     If the Employee contends that any such information
disclosed  to him by the Company is in the public domain  or
was  in  the  possession  of  the  Employee  prior  to  such
disclosure  and  not under an obligation of confidence,  the
Employee will, within ten days of receipt by the Employee of
such  disclosure give written notice of such  contention  to
the  Company, which written notice shall include a  complete
identification  of  the  information  in  question  and  the
derivation thereof, including particulars of any contract in
which the Employee or any other person has made use of  such
concept or information.  If the Employee has not within  ten
days  of  receipt  by the Employee of such disclosure  given
such  written  notice  to  the Company,  then  it  shall  be
conclusively  presumed that all information communicated  by
the  Company  to  the  Employee concerning  the  development
originated  with  the  Company and  constitutes  secret  and
confidential information and know-how.

4.3.7      The  Employee hereby certifies that  he  has  not
brought  and will not bring with the Employee to the Company
or  use while performing his Employee duties for the Company
any  materials  or  documents of a former  employer  of  the
Employee  which are not generally available  to  the  public
except  the  know-how to which the right  to  use  has  duly
licensed  to  the  Company  by such  former  employer.   The
Employee understands that while employed by the Company, the
employer  is  not to breach any obligation of confidence  or
duty  and the Employee agrees that he will fulfill all  such
obligations during his employment with the Company.

4.3.8     No patent right or licenses are guaranteed by this
agreement  and  patent rights or licenses now  or  developed
during  the term of this agreement are the property of  this
Company.   The disclosure of Confidential Information  under
this  agreement  shall  not result in  any   obligation  for
either  party  to grant any rights in its patent  rights  or
confidential  information, and no other obligations  of  any
kind  are assumed by or implied against either party, except
for those stated in this agreement.

4.3.9      The  provision of section 4.3 shall  survive  the
termination of this agreement.

5.   TERMINATION

5.1   The  Company  may terminate the Employee's  employment
under this Agreement at any time upon the occurrence of  any
of the following events:

        (a)     the Employee acting unlawfully, dishonestly,
negligently, incompetently or in bad faith;

  (b)  the conviction of the Employee of a felony;

  (c)  the breach or default of any term of this agreement by
     the Employee if such breach or default has not been remedied
     to the satisfaction of the Company, acting responsibly,
     within 14 days after written notice of the breach of default
     has been delivered by the Company to the Employee.

5.2   In  the  event  of the termination of  the  Employee's
employment  under this agreement the Company shall  pay  the
following  amounts to the Employee within ten  days  of  the
date of termination:

       (a)     in the event of the termination of employment
     pursuant to subsection 5.1(a), (b), (d) and (e) of this
     agreement,  the Company shall pay to the  Employee  the
     full amount of compensation accrued pursuant to section
     3.0 of this agreement as of the date of termination;

       (b)     in the event of the termination of employment
     due to the death of the Employee, the Company shall pay
     to  the  Employee's estate or legal representative  the
     amount of compensation accrued pursuant to section 3 of
     this agreement as of the date of termination.

5.3  The Employee may terminate his obligations under this agreement:

  (a)   upon  the  default or breach of  any  term  of  this
    Agreement by the Company if such breach or default has not
    been remedied or is not being remedied to the satisfaction
    of the Employee, acting reasonably, within 14 days after
    written notice of the breach or default has been delivered
    by the Employee to the Company.

5.4   In  the  event  of the termination of  the  Employee's
employment  under this agreement pursuant to section  5.3(a)
of  this Agreement, the Company shall pay within ten days of
termination to the Employee      all compensation to be paid
to  the  Employee under this agreement for the remainder  of
the term of this agreement.

5.5   The rights of the Company and the Employee under  this
section  5 are in addition to and not in derogation  of  any
other remedies which may be available to the Company or  the
Employee at law or in equity.

6.   PERSONAL NATURE

6.1   This  agreement is personal and is entered into  based
upon  the  singular skill, qualifications and experience  of
the Employee.

7.   WAIVER

7.1   No consent or waiver, express or implied, by any party
to  this  agreement of any breach or default  by  the  other
party  in  the  performance of its  obligations  under  this
agreement or of any of the terms, covenants or conditions of
this  agreement shall be deemed or construed to be a consent
or  waiver of any subsequent or continuing breach or default
in  such party's performance or in the terms, covenants  and
conditions of this agreement.  The failure of any  party  to
this  agreement to assert any claim in a timely fashion  for
any of its rights or remedies under this agreement shall not
be  construed  as a waiver of any such claim and  shall  not
serve to modify, alter or restrict any such party's right to
assert such claim at any time thereafter.

8.   NOTICES

8.1   Any  notice relating to this agreement or required  or
permitted  to  be  given in accordance with  this  agreement
shall  be  in  writing and shall be personally delivered  or
mailed by registered mail, postage prepaid to the address of
the  parties  set  out on the first page of this  agreement.
Any  notice  shall  be  deemed  to  have  been  received  if
delivered, when delivered, and if mailed, on the  fifth  day
(excluding  Saturdays,  Sundays  and  holidays)  after   the
mailing  thereof.  If normal mail service is interrupted  by
strike,   slowdown,  or  other  cause,  a  notice  sent   by
registered  mail  will not be deemed to  be  received  until
actually  received and the party sending  the  notice  shall
utilize   any  other  services  which  have  not   been   so
interrupted or shall deliver such notice in order to  ensure
prompt receipt thereof.

8,2  Each party to this agreement may change its address for
the purpose of this section 9.0 by giving written notice  of
such change in the manner provided for in section 9.1.

9.   APPLICABLE LAW

9.1   This  agreement shall be governed by and construed  in
accordance  with  the laws of the State of  Nevada  and  the
federal  laws of the United applicable therein, which  shall
be  deemed to be the proper law hereof.  The parties  hereto
hereby  submit  to the jurisdiction of the courts  of  Clark
County, Las Vegas, Nevada.

10.      SEVERABILITY

10.1  If  any provision of this agreement for any reason  be
declared  invalid,  such declaration shall  not  effect  the
validity  of  any remaining portion of the agreement,  which
remaining  portion shall remain in full force and effect  as
if this agreement had been executed with the invalid portion
thereof  eliminated and is hereby declared the intention  of
the  parties  that  they would have executed  the  remaining
portions  of  this agreement without including  therein  any
such  part,  parts or portion which may, for any reason,  be
hereafter declared invalid.

11.  ENTIRE AGREEMENT

11.1 This agreement constitutes the entire agreement between
the  parties  hereto  and there are  no  representations  or
warranties, express or implied, statutory or otherwise other
than set forth in this agreement and there are no agreements
collateral hereto other than as are expressly set  forth  or
referred  to  herein. This agreement cannot  be  amended  or
supplement  except by a written agreement executed  by  both
parties hereto, provided that if the Company becomes  listed
on  any U.S. stock market or quotation system, the terms  of
this agreement may upon mutual agreement be renegotiated.

12.  ARBITRATION

12.1   In   the  event  of  any  dispute  arising   in   the
determination  of  the compensation to be paid  pursuant  to
section  5  or of the Employee's salary as set out  in  this
agreement,  the matter in dispute shall be referred  to  the
auditors  of the Company for determination.  If the auditors
cannot  agree  on a determination of the matter  in  dispute
within  ten days following the referral to them, the  matter
in  dispute shall be referred to a single arbitrator  under,
the Arbitration Act then in effect federally.

13.  NON-ASSIGNABILITY

13.1 This agreement shall not be assigned by either party to
this  agreement  without the prior written  consent  of  the
other party to this agreement.

14.  BURDEN AND BENEFIT

14.1  This  agreement shall enure to the benefit of  and  be
binding upon the parties hereto and their respective  heirs,
executors, administrators, successors and permitted assigns.

15.  TIME

15.1 Time is of the essence of this agreement.

16.  COUNTERPART

16.1  This Agreement may be executed in counterpart and such
counterparts  together shall constitute  one  and  the  same
instrument  and notwithstanding the date of execution  shall
be  deemed to bear the date as set out on the first page  of
this agreement.


IN  WITNESS  WHEREOF the Subscriber has duly  executed  this
subscription  as of the date set out on the  first  page  of
this agreement.



CALIFORNIA SOFTWARE CORPORATION

/s/Bruce  Acacio,  President  and  CEO

EMPLOYEE

/s/Carol Conway, Employee



                       ACKNOWLEDGEMENT

STATE OF CALIFORNIA )
                    ) ss:
COUNTY OF ORANGE         )

      IN  WITNESS BEFORE ME, a Notary Public, within and for
said County and State, personally appeared Carol Conway  and
Bruce  Acacio,  proved  to me on the basis  of  satisfactory
evidence to be the persons described in and whose names  are
subscribed to the foregoing instrument, and acknowledged  to
me that they executed the same.

        WITNESS,   my   signature   this   ____    day    of
__________________, 1999.






___________________________________
                                   NOTARY PUBLIC


(SEAL)