Christopher E. Howard
                                Employment Terms



         Position:                   Executive Vice President.  Responsibilities
                                     include management of  the  Company's major
                                     transactions and contractual relationships,
                                     and as otherwise required by the CEO.

         Employment Status:          Employee at will. These terms of employment
                                     are  effective  for  fiscal  year  2001 and
                                     continue  in  force on a year-to-year basis
                                     until  altered   by   mutual  agreement  or
                                     termination of employment.

         Base Compensation:          $300,000 annual salary,  paid in accordance
                                     with the Company's  payroll  cycle, subject
                                     to applicable withholding.

         Bonus:                      Participation  in   the   Company's   Bonus
                                     Program at a level that provides a  maximum
                                     bonus potential of 50% of base compensation
                                     ($150,000) upon achieving  the  targets set
                                     forth in the Bonus Program.

         Severance Compensation:     Upon  termination  of  employment  for  any
                                     reason,   voluntarily  or  involuntarily, a
                                     severance  payment  of $510,000, subject to
                                     applicable withholding.

         Options:                    With respect to the $3.00 options issued in
                                     November,1999, those options remain subject
                                     to  the   vesting   schedule   and    other
                                     provisions  set forth in the  option grant,
                                     subject to the following  amendment  of the
                                     vesting  schedule.   In   the   event   the
                                     employee's employment is terminated by  the
                                     Company   for  other  than  "cause"  within
                                     12 months  following a Merger  the employee
                                     shall  be  vested  in  the  full  number of
                                     options that would  otherwise  have  vested
                                     had the employee's employment continued for
                                     a  full 12  months  following  the date  of
                                     termination of employment.

                                     Participation   in   the   Company's option
                                     program for  fiscal  year 2001   on a basis
                                     consistent with the other senior management
                                     of the Company.

         Benefits:                   Participation  in  Company benefit programs
                                     generally available to the Company's senior
                                     management  group as in effect from time to
                                     time   throughout   the   term   of    this
                                     memorandum.