<PAGE>   1



                                                                    EXHIBIT 10.2


                              EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT ("Agreement"), dated as of the 29th day of
February, 2000, is entered into by and between Radence Generation II, Ltd., a
Nevada corporation ("Employer"), and Mr. Sean Michtavy residing at 353 River
Road, Flanders, New Jersey 07836 ("Employee").

                                   WITNESSETH:

        WHEREAS, Employer desires to obtain the services of Employee; and

        WHEREAS, Employee desires to enter into this Agreement and become
employed by Employer upon the terms and conditions contained herein.

        NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:

Employment. For the term provided in Section 2, Employer hereby employs Employee
as its Executive Vice President, and Employee hereby accepts that employment,
upon the terms and conditions hereinafter set forth.

Term of Employment. Employee's term of employment under this Agreement shall
commence as of March 1, 2000 and shall continue in effect for five years.

Duties of Employee.

        (a)     Employee agrees, during the term of Employee's employment
                hereunder, to devote his full professional and business time,
                skills and best efforts, in accordance with Employer's policies
                and procedures, to the supervision of all aspects of the daily
                operation of the Employer's businesses, subject to such
                directions with respect thereto as shall be given the Employee
                by the Board of Directors of the Employer or the Board of
                Directors of E-Star Holding Corp., of which corporation the
                Employer is a 90% owned subsidiary, or by the presidents of
                either the Employer or of E-Star Holding Corp. The Employee
                shall also perform such duties not inconsistent with his
                position as an executive officer of the Employer as shall be
                assigned to him by the president or the Board of Directors of
                either the Employer or of E-Star Holding Corp. Unless otherwise
                agreed to in advance by Employer, Employee shall not accept any
                employment with any other person or entity, become self-employed
                in any capacity, or engage in any activities which are
                considered by Employer to be detrimental to the business of
                Employer. Employee shall perform his duties hereunder in such
                locations as Employer is conducting business from time to time,
                it being



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                acknowledged that Employer may conduct its business throughout
                the United States, and Employee shall undertake reasonable
                business travel as may be necessary to perform his duties
                hereunder. Employee shall have an office located within New
                York, New Jersey or Connecticut (the "Tri-State Area"); provided
                that without Employee's consent, Employee's office shall not be
                located outside the Tri-State Area.

        (b)     Employee (i) represents that all activities performed on behalf
                of Employer prior to the date hereof have been performed in
                accordance with all applicable legal requirements and (ii)
                covenants that all services to be performed by Employee pursuant
                to his employment hereunder shall be performed in accordance
                with all applicable legal requirements.

        (c)     The making of passive and personal investments by Employee shall
                not be prohibited hereunder, provided such activities do not
                interfere with the duties and services required to be rendered
                by Employee for Employer hereunder, and are not competitive with
                or detrimental to Employer's business.

Termination of Agreement. During the term of Employee's employment hereunder,
Employee's employment with Employer may not be terminated by Employer or
Employee for any reason or under any circumstances, except that Employer may
terminate this Agreement as follows:

        1.      Upon the death of Employee; provided, that Employer shall pay to
the estate of Employee the compensation which would otherwise be payable to
Employee for one hundred eighty (180) days after the date of death; including
without limitation additional compensation under Section 5 (b), and any bonus
amount under Section 5 (c), if applicable;

        2.      For "Cause", which for purposes of this Agreement shall mean
that:

                (i)     Employee shall have (A) committed fraud or embezzlement,
                        (B) materially breached any of the provisions of
                        Sections 9, 10, 11, 12 or 13 of this Agreement, or (C)
                        materially breached, or failed to perform and discharge,
                        his duties hereunder.

                (ii)    Employee shall have (A) been convicted of any felony,
                        (B) committed an act of moral turpitude, or (C) engaged
                        in conduct intended to result in substantial personal
                        enrichment of Employee at the expense or otherwise to
                        the detriment of Employer or its parent or any of its
                        affiliates or subsidiaries;

                (iii)   Employee shall have failed to comply on a timely basis
                        with a reasonable directive of the Board of Directors of
                        Employer or E-Star Holding Corp. not inconsistent with
                        the terms of this Agreement or his position as an
                        executive officer of Employer; or

                (iv)    Employee shall have engaged in misconduct which
                        materially injures the reputation, business, business
                        relationships of Employer or of E-Star



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                        Holding Corp. or any of their subsidiaries or other
                        affiliates, monetarily or otherwise.

                Termination for Cause pursuant to Section 4(b)(i)(C) or 4(b)(ii)
                shall be effective only if Employee's material breach or failure
                to perform remains unremedied for thirty days after delivery by
                the Board of Directors of Employer to Employee of a written
                notice specifying the conduct for which this Agreement will be
                terminated for Cause.

                If Employee's employment is terminated upon the occurrence of
                one or more of the events specified in this Section 4(b), then
                Employee shall only be entitled to receive Employee's then
                unpaid (i) Base Salary (as defined in Section 5(a)) plus (ii)
                the cost of living adjustment (as provided in Section 5(b)),
                both prorated to the effective date of termination, and shall
                not be entitled to any other compensation or employment benefits
                for any period after the effective date of termination,
                including without limitation, any Additional Compensation
                pursuant to Section 5(c).

        3.      Upon Employee's "disability", provided that Employer shall pay
to Employee the compensation which would otherwise be payable to Employee for
sixty (60) days from the effective date of termination of Employee's employment
hereunder due to his disability. For purposes of this Agreement, "disability"
means Employee's incapacity due to physical or mental illness, which renders
Employee unable to perform Employee's duties hereunder on a full time basis for
ninety (90) consecutive days, and, within ten (10) days after Employer notifies
Employee in writing that Employer intends to terminate Employee's employment in
accordance with this Section 4(c), Employee shall not have returned to the
performance of Employee's duties hereunder on a full-time basis for a period of
at least thirty (30) consecutive days.

        4.      Without cause by Employer by written notice specifying the
termination date, but subject to making the payment as required by Section 8.




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Compensation.

        1.      Employer agrees to pay Employee, for all services rendered under
this Agreement, as base compensation, such annual salary as shall be determined
by the Board of Directors of Employer, from time to time, but in no event shall
compensation during the term of employment, for services rendered to Employer by
Employee and in consideration of Employee's covenants and agreements as set
forth herein, be less than the following base salary ("Base Salary"):

                (a)     from February 1, 2000 to December 31, 2000 at the rate
                        of $75,000 per annum;
                (b)     $95,000 for the year 2001;
                (c)     $105,000 for the year 2002;
                (d)     $125 for the year 2003;
                (e)     $150,000 for the year 2004, and for the month ending
                        January 31, 2005, at the rate of $150,000 per annum.

                Such compensation will be paid to Employee at such times as are
                consistent with Employer's general payroll practices.

        2.      Each of the amounts set forth in Section 5(a) above, shall be
increased on each January 1 commencing January 1, 2001 to an amount which shall
equal the Base Amount plus an amount equal to such Base Amount multiplied by the
percentage increase in the consumer price index from March 1, 2000 until such
January 1, as reported by the Bureau of Labor Statistics of the United States
Department of Labor for all urban consumers for the New York Northern New Jersey
- Long Island, NY-NJ-LI-PA.

        3.      Employee's Base Salary during the term of Employee's employment
hereunder shall be supplemented by the Additional Compensation (defined below)
determined and payable in the manner set forth in this Section 5(c). No later
than March 31, 2002, and no later than March 31 of each succeeding calendar
year, including the calendar year immediately following the year in which this
Agreement expires or is terminated (other than any termination for cause),
E-Star Holding Corp.'s independent auditors (the "Auditor) shall calculate the
earnings per share of E-Star Holding Corp.'s common stock for the prior calendar
year (the "EPS"). Such calculation shall be made in accordance with generally
accepted accounting principles for the calculation of earnings per share of
common stock of a corporation, consistently applied. The Auditor shall then
compare such EPS with E-Star Holding Corp's EPS for the preceding year (such
preceding year's EPS, the "Base EPS"). The amount by which any year's EPS
exceeds the Base EPS shall be referred to hereinafter as "Increased Profits Per
Share." All calculations by the Auditor shall be final and binding on the
parties hereto and not subject to any challenge, except for manifest error. For
purposes of calculating the "Increased Profits Per Share", the Base EPS shall
never be deemed to be less than zero. Employee shall be entitled to such
additional compensation (the "Additional Compensation") as is equal to the
amount obtained by multiplying (i) the amount of Base Salary paid to Employee
for the calendar year preceding the year for



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which EPS was calculated by (ii) the percentage from the table below that
corresponds to Increased Profits Per Share.

<TABLE>
<CAPTION>

            Increased Profits Per Share
            ---------------------------
            of Common Stock                                Percentage
            ---------------                                ----------
                 <S>                                           <C>
                 $.01 - $.10                                     5%
                 $.11 - $.20                                    10%
                 $.21 - $.30                                    20%
                 $.31 - $.40                                    30%
                 $.41 - $.50                                    40%
                 $.51 - $.60                                    50%
                 $.61 - $.70                                    70%
                 $.71 - $.80                                    90%
                 $.81 - $.90                                   110%
                 $.91 - $1.00                                  130%
                 over   $1.00                                  150%
</TABLE>

                The Additional Compensation shall be paid in equal installments
                during the remaining portion of the calendar year in which the
                calculation of such Additional Compensation was made, in
                accordance with Employer's payroll practices and policies that
                apply to the payment of Base Salary. In no event shall any
                Additional Compensation that has not been paid to Employee on
                the termination date be paid to Employee if his employment
                hereunder is terminated for cause or if Employee terminates his
                employment under this Agreement for any reason. In the event of
                the death or Disability of Employee, Employee (or his estate, as
                the case may be) shall be entitled to receive Additional
                Compensation under this Section 5(c) during the calendar year
                immediately following the last full calendar year in which
                Employee performed services to Employer pursuant to this
                Agreement and shall be entitled to receive a portion of the
                Additional Compensation for the year in which such death or
                disability occurred calculated by multiplying (i) the amount of
                Additional Compensation that Employee would otherwise have been
                entitled to receive had he been employed for the full calendar
                year by (ii) a fraction, the numerator of which shall be the
                number of days in such calendar year prior to Employee's death
                or disability and the denominator of which shall be 365.

Sale of Stock. In consideration of Employee entering into this Agreement,
Employer shall cause E-Star Holding Corp. to sell to Employee an aggregate of
twenty five thousand (25,000) shares of E-Star Holding Corp.'s common stock (the
"Initial Shares") as follows: ten thousand (10,000) shares upon execution of
this Agreement; if Employee is then still employed by Employer, an additional
five thousand (5,000) shares on each of February 1, 2001, February 1, 2002 and
February 1, 2003. Such shares shall be sold for thirty one and one fourth cents
($0.3125) each and payment for such shares shall be made by Employee to Employer
upon delivery thereof. All such shares hall be "restricted securities", as such
term is defined in Rule 144(a) promulgated under the Securities Act of 1933, as
amended, and the certificates evidencing such shares shall have the following
legend endorsed thereon:





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                            THE SHARES OF STOCK REPRESENTED BY
                            THIS CERTIFICATE HAVE NOT BEEN
                            REGISTERED UNDER THE SECURITIES ACT
                            OF 1933, AS AMENDED, AND MUST BE HELD
                            INDEFINITELY UNLESS REGISTERED UNDER
                            SUCH ACT OR UNLESS AN EXEMPTION
                            FROM SUCH REGISTRATION IS AVAILABLE.

Compensation-Fringe Benefits. Employee shall receive at least the following
additional benefits, which may be extended or increased, but not reduced, by
Employer in its discretion:

        1.      During the term of Employee's employment hereunder, Employee
shall be entitled to vacation with pay at such times and for such periods as are
consistent with policies of Employer.

        2.      During the term of Employee's employment hereunder, Employee
shall also be eligible to participate in any of Employer's medical, dental (if
any), life insurance, disability (if any) and any pension, profit sharing and
stock option plan, then in effect.

        3.      Employer shall reimburse Employee for business expenses
reasonably incurred in connection with his employment in accordance with
Employer's reimbursement practice upon presentation of adequate documentation.

        4.      Employer shall pay Employee $500 per month for Employee's use of
Employee's automobile in the performance of Employee's duties as an Employee of
Employer.

Payment Upon termination. If Employer terminates Employee's employment hereunder
(other than pursuant to Section 4(a), (b) or (c)), which termination shall be by
written notice specifying the date of termination, Employee shall be entitled,
as liquidated damages, to the following, in full payment for any claims Employee
may have for such termination,

        (i)     any accrued fringe benefits listed in Section 7, and
        (ii)    Base Salary payable to the Employee calculated as of the date of
                such termination, to be paid until the earlier to occur of (i)
                the end of the five year term of this Agreement or (ii) the
                second anniversary of the effective date of such termination,
                payable in the same periodic installments as the Employee
                received Base Salary prior to such termination. After such
                termination Employee will not be entitled to receive Additional
                Compensation as provided in Section 5(c) except to the extent
                payable to the Employee after the termination of his employment
                for the period before such termination of his employment, as in
                such Section 5(c) provided.

Noncompetition. Employee covenants and agrees that during the term of his
employment hereunder and for a period of up to three (3) years from the later of
the (a) termination of this Agreement or (b) the termination of the Employee's
employment with the Employer (regardless of the reason for such termination of
employment), Employee shall not, directly or indirectly (i) enter into the
employ of or render any services to (A) any person, or entity engaged in any






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enterprise that owns or operates one or more car washes within three (3) miles
of any location where All Star Car Wash, Inc. (a subsidiary of E-Star Holding
Corp.) or any of its subsidiaries operate a car wash (a "Competitive Business")
or (B) any entity or enterprise involved in the consolidation of individual or
group of car washes (a "Competitive Consolidating Company"), (ii) engage in any
Competitive Business or any Competitive Consolidating Company for his own
account; (iii) become associated with or interested in any Competitive Business
or any Competitive Consolidating Company as an individual, partner, equity
owner, creditor, director, manager, officer, principal, agent, employee,
director, consultant, advisor or in any other relationship or capacity, or (iv)
call on, solicit, take away, accept as a client, agent or customer or attempt to
call on, solicit, take away or accept as a client, agent or customer, any
individual, agent or entity that (A) was a client, agent or customer of Employer
(for the purposes of this Section 9 and Sections 10, 11, 12, 13, 14 and 15, the
term "Employer" includes the Employer's parent and the Employer's and such
parent's subsidiaries, and any successor to any such entity) during the twenty
four (24) month period immediately preceding any such act or (B) that was a
client, agent or customer of Employer at any time and with which Employee had
direct or indirect contact in the scope of Employee's employment by Employer.
However, nothing in this Agreement shall preclude Employee from investing in the
securities of any corporation or other business entity which is engaged in a
Competitive Business or a Competitive Consolidating Company if such securities
are traded on a regional or national stock exchange or quoted through an
inter-dealer quotation system and if such investment does not result in the
Employee beneficially owning, at any time, more than 1% of the publicly-traded
equity securities of such competitor. Prior to accepting employment or a
consulting arrangement with any business or entity competing with Employer,
Employee shall notify Employer in writing of the name of the prospective
employer, clearly describing each of such prospective employer's businesses and
describing in detail the services to be performed by the Employee in the
proposed employment. Employer shall promptly notify Employee whether it believes
that such new employment will violate the restrictions imposed upon Employee
pursuant to the provisions of this Section 9. Employer's response shall be made
within forty-eight (48) hours after receipt of such written notification from
Employee, but the Employer's response made later than 48 hours if the delay is
for reasonable cause, shall also be deemed to have been timely made.

            If Employer wishes to continue the restrictions of this Section 9
            for a further term, but not to exceed an additional two (2) years,
            Employer shall pay to Employee compensation at the rate of the Base
            Salary and the cost of living adjustments thereof, payable to
            Employee at the time of the termination of Employee's employment
            pursuant to Sections 5(a) and 5(b). In such event, the provisions of
            this Section 9 shall be applicable for so long as such additional
            compensation payments continue.

Confidential Data.

            1. Employee further agrees that during the term of Employment
hereunder and at all times thereafter he will keep confidential and not,
directly or indirectly, divulge to anyone nor use or otherwise appropriate for
Employee's own benefit or the benefit of any third party, any material
information obtained or learned by him during the course of his employment with
Employer relating to the operational, financial, business, or other affairs of
the Employer, including but not limited to pricing, marketing, customer,
financial, mailing list, sales, technical, or other proprietary or non-public
information, as well as designs, procedures, plans, methods,





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strategies, techniques of production or service, vendors, methods, confidential
records, formulas, computer software programs or any portions of logic
comprising said programs, clients, customers, financial planning and
information, of Employer ("Confidential Data"). Employee hereby acknowledges
and agrees that the prohibitions against disclosure of the Confidential Data
recited herein are in addition to, and not in lieu of, any rights or remedies
which Employer may have available pursuant to the statutory laws and/or at
common law to prevent the disclosure of trade secrets or proprietary
information, and the enforcement by Employer of its rights and remedies
pursuant to this Agreement shall not be construed as a waiver of any other
rights available or remedies which it may possess in law or equity absent this
Agreement.

        2.      This Agreement imposes no obligation upon Employee with respect
to Confidential Data which (i) at the time of disclosure or thereafter is
generally available to and known by the public (other than as a result of a
disclosure directly or indirectly by Employee or by any other person or entity
bound by a confidentiality agreement with Employer), (ii) was available to
Employee from a source other than Employer or its directors, officers,
employees, agents or advisors whom Employee reasonably believed was permitted to
divulge such information or (iii) subject to the next two sentences, is
disclosed in response to legal process. In the event Employee becomes legally
compelled (by deposition, interrogatory, request for documents, subpoena, civil
investigative demand or similar process) to disclose any Confidential Data,
Employee shall provide Employer with prompt written notice of such requirement
so that Employer may seek a protective order or other appropriate remedy. In the
event that such protective order or other remedy is not obtained, Employee
agrees to furnish only that portion of the Confidential Data which is
specifically required and (at Employer's expense) to exercise best efforts to
obtain reliable assurance that confidential treatment will be accorded such of
the disclosed information that Employer so designates.

Non-solicitation of Employees. Employee covenants that during the term of his
employment hereunder and for a two (2) year period following the termination of
Employee's employment for any reason whatsoever, Employee shall neither,
directly or indirectly, induce or attempt to induce any employee of Employer, to
terminate his or her employment with Employer, any successor to Employer and,
during said period, Employee shall not directly or indirectly, hire, employ or
recruit or cause any other person or entity to hire, employ or recruit any
current or former officer, manager, supervisor or other significant employee of
Employer.

Property of Employer. Employee acknowledges that from time to time in the course
of providing services pursuant to this Agreement, Employee shall have the
opportunity to inspect and use Confidential Data and other property, both
tangible and intangible, of Employer and Employee hereby agrees that the
Confidential Data and such other property and information shall remain the
exclusive property of Employer, and Employee shall have no right or proprietary
interest in the Confidential Data or such property of Employer.

Developments and Discoveries of Employee. In consideration of employment of
Employee, any and all technical information, designs, procedures, plans,
methods, technique of production, services or sales development, inventions,
improvements, discoveries, processes, programs or systems, in the broadest sense
whether or not patentable, trademarkable, or registerable, discovered by
Employee, either alone or with others, during Employee's employment with
Employer or within one hundred and eighty (180) days thereafter and that (i) are
based in whole





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or in part upon Confidential Data, or (ii) are useful in, or related to the
business, work or interests of Employer, or (iii) result from any work that may
be done by Employee for or on behalf of Employer (the "Developments"), shall be
fully disclosed by Employee to the President of Employer promptly and in writing
following their invention, development or discovery. The Developments shall be
the sole and exclusive property of Employer as work for hire, and Employee
hereby assigns and agrees to assign to Employer his entire right, title and
interest in and to each Development. Upon the request of Employer, both during
and after Employee's employment with Employer, Employee shall cooperate with
Employer and its designee(s) in the procurement and maintenance, at Employer's
expense and its discretion, of the patents, trademarks, service marks,
copyrights or other protections of assignments, certificates or other Employer's
rights in such Developments and shall execute, acknowledge and deliver such
assignments, certificates and other documents as Employer may consider necessary
or appropriate to vest properly all rights, titles and interest therein in
Employer. If a patent application, trademark, or copyright registration is filed
by Employee or on behalf of Employee within one (1) year after termination or
Employee's employment with Employer, and that otherwise relates to a portion of
Employer's business with which Employee was involved during Employee's
employment with Employer, it is to be conclusively presumed that the Development
was conceived by Employee during such period of employment. Employee shall
notify the President of Employer promptly and in writing of any such application
or registration and shall assign to Employer his entire right, title and
interest in and to such development and in and to such application or
registration.

Equitable relief. Employee acknowledges that any breach of Section 9, Section
10, Section 11 and/or Section 13 hereof cannot reasonably or adequately be
compensated with monetary damages in an action at law and that a breach of any
of such provisions contained in this Agreement will cause Employer irreparable
injury and damage. By reason thereof, Employee expressly acknowledges and agrees
that Employer shall be entitled, in addition to any other remedies it may have
under this Agreement or otherwise, to temporary, preliminary and permanent
injunctive and other equitable relief, without the necessity of Employer posting
of a bond and without Employer having to prove irreparable injury, likelihood of
ultimately prevailing on the merits or a balancing of the equities in its favor,
to prevent or curtail any breach or threatened breach of any of such Sections of
this Agreement by Employee; provided, however, that no specification in this
Agreement of a specific legal or equitable remedy shall be construed as an
election of remedies or a waiver of any alternative remedies or a prohibition
against Employer pursuing other legal or equitable remedies in the event of a
breach of the terms hereof.

Blue Lining. In the event that any of the provisions Sections 9, 10, 11 and/or
13 are deemed unenforceable by a court of competent jurisdiction because such
unenforceable restriction is overly broad, then the Employer and the Employee
agree that such unenforceable restriction shall be reduced as to such time, area
and/or activity restricted which such court shall deem reasonable and therefore
enforceable.

Sale of Shares. During the term of Employee's employment hereunder, Employee
agrees not to, directly or indirectly, sell, transfer, assign or otherwise
transfer during any 12-month period in excess of 5,000 shares of the common
stock of E-Star Holding Corp. (or any interest therein) that was issued at any
time to Employee pursuant to this Agreement; provided, however that the






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foregoing restriction shall cease to be applicable at such time as such common
stock is listed on the Nasdaq National Market.
Withholding. In the event that Employee is eligible to receive or benefit from
any form of compensation or benefits hereunder, and if Employer shall be
required to withhold any amounts (the "Withholding Taxes") by reason of any
federal, state or local tax laws, rules or regulations in respect of such
compensation or benefit, Employer shall be entitled to deduct and withhold such
amounts from any payments, to be made to, or other compensation or benefits
made available to, Employee. In any event, Employee shall make available to
Employer, promptly when requested by Employer, sufficient funds to meet the
requirements of such withholding; and Employer shall be entitled to take and
authorize such steps as it may deem advisable in order to have such funds
available to Employer out of any funds or property due or to become due to
Employee.

Reliance. Each party to this Agreement acknowledges that each of his/its
covenants contained herein is a material inducement to the other to complete and
to cause him/it to complete this Agreement.

Severability. In the event of any provision of this Agreement or any word,
phrase, clause, sentence or other sentence thereof (including without
limitation, the geographical and temporal restriction contained herein) should
be held to be unenforceable or invalid for any reason, such provision or portion
thereof shall be modified or deleted in such a manner so as to make this
Agreement as modified legal and enforceable to the fullest extent permitted
under applicable laws.

Amendments. This Agreement may be amended only by writing executed by each of
the parties hereto.

Entire Agreement. This Agreement sets forth the entire understanding of the
parties hereto concerning the subject matter hereof and specifically supersedes
all prior contracts, agreements, arrangements, communications, discussion,
representations and warranties, whether oral or written, between the parties
hereto.

Governing Law. This Agreement shall in all respects be governed by and construed
in accordance with the laws of the State of New York, without regard to the
principles or policies or conflicts of law of such state.

Counterparts. This agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, and all of which together will
constitute one and the same instrument.

Waivers. Any waiver by any party of any violation of, breach of or default under
any provision of this Agreement by the other party shall be effective only if in
writing and no such waiver shall be construed as, or constitute, a continuing
waiver of such provision, or waiver of any other violation of, breach of or
default under any other provision of this Agreement. The failure of any party to
exercise any rights or privileges under this Agreement shall not be deemed to be
a waiver or extinguishment of such rights or privileges, all of which shall
continue to be exercisable.





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<PAGE>   11


Assignment. Employer shall at its sole discretion have the ability to assign any
of its rights or obligations hereunder without prior written consent of
Employee. Employee shall not assign any rights or delegate any duties hereunder
without prior written consent of Employer.

Successors and Assigns. This Agreement shall be binding upon, inure to the
benefit of, and maybe enforced by, each of the parties to this Agreement and
his/its heirs, administrators, executors, successors and permitted assigns.

Notices. All notices, requests, demands, and other communications required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given, if delivered in person, by facsimile, by United States mail (certified or
registered, postage prepaid, return receipt requested) or by a nationally
recognized overnight courier service to the respective parties, to his residence
in the case of Employee or to its principal office in the case of Employer, with
copies to parties respective attorneys as follows: if to the Employer, to Feder
Kaszovitz Isaacson Weber Skala & Bass, LLP, 750 Lexington Avenue, New York, NY
10022-1200, fax no. (212) 888-7776, Attn: Gabriel Kaszovitz, Esq., and if to the
Employee, to





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<PAGE>   12

        IN WITNESS WHEREOF, the parties have executed this Employment Agreement
the day and year first above written, intending to be legally bound:



                                  RADENCE GENERATION II, LTD.


                                  By:
                                      ---------------------------
                                      Name:
                                      Title:


                                     ----------------------------
                                             Sean Michtavy





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