EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT  AGREEMENT is made and entered into this 19th day of July,
2001,   between   SONUS   Corp.,   a  Yukon   Territory,   Canada,   corporation
("Corporation"), and Mark Richards ("Executive").

                                    RECITALS

      A.    Corporation  is hiring  Executive as Senior Vice President and Chief
Financial Officer.

      B.    Corporation  and  Executive  are  entering  into this  Agreement  to
confirm the terms of Executive's  employment  with  Corporation  and Executive's
compensation and benefits package.

                                    AGREEMENT

      NOW,  THEREFORE,  in  consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:

1.    DEFINITIONS.

      As used in this Agreement, the following terms have the meanings set forth
in this Section 1:

      "AFFILIATE" - Any person, firm, corporation, association, organization, or
unincorporated  trade  or  business  that,  now  or  hereinafter,   directly  or
indirectly,  controls,  is  controlled  by,  or is  under  common  control  with
Corporation.

      "BOARD" - The board of directors of Corporation.

      "CAUSE" - Cause for termination of employment means:

            (i)   A material act of fraud or dishonesty by Executive  within the
      course of performing his duties for Corporation or its Affiliates;

            (ii)  Gross  negligence  or  intentional  misconduct by Executive in
      performing   material  duties  for  Corporation  or  its  Affiliates,   or
      unjustifiable  neglect by Executive of the  performance of material duties
      for Corporation or its Affiliates;

            (iii) Commission   of  an  act  (or   failure  to  take  an  action)
      intentionally  against the interest of Corporation or its Affiliates  that
      causes Corporation or an Affiliate material injury; or


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            (iv)  An act of serious moral  turpitude that causes  Corporation or
      an Affiliate material injury.

      Notwithstanding  the foregoing,  Executive will not be deemed to have been
terminated  for Cause  unless and until there has been  delivered to Executive a
copy of a  resolution  duly adopted by the  affirmative  vote of not less than a
majority of the entire  membership of the Board  (excluding  Executive if at the
time he is member of the Board),  at a meeting of the Board  called and held for
that purpose,  finding  that, in the good faith opinion of the Board,  Executive
was  guilty of conduct  constituting  Cause as  defined  in this  Agreement  and
specifying  the  particulars  thereof in detail.  Executive must have been given
reasonable notice of such meeting and Executive, together with his counsel, must
have been given an opportunity to be heard before the Board at the meeting. This
provision will not be deemed to restrict the authority,  discretion, or power of
the Board,  by any action taken in  compliance  with  Corporation's  articles of
incorporation  and  bylaws,  to remove  Executive  as an officer or  director of
Corporation,  with or without Cause.  Rather,  the foregoing  provisions  merely
define,  for purposes of Executive's  contractual rights and remedies under this
Agreement, the circumstances in which termination of Executive's employment will
constitute termination for Cause.

      "CHANGE IN CONTROL" - A change in control of Corporation means:

            (i)   The acquisition by an Person of beneficial  ownership  (within
      the  meaning  of Rule  13d-3  promulgated  under the  Exchange  Act) of 50
      percent  or more of the  combined  voting  power of the  then  outstanding
      Voting Securities;  provided, however, that for purposes of this paragraph
      (i), the following  acquisitions  will not constitute a Change of Control:
      (A) any  acquisition  directly from  Corporation,  (B) any  acquisition by
      Corporation,  (C) any acquisition by any employee benefit plan (or related
      trust)   sponsored  or  maintained  by  Corporation  or  any   corporation
      controlled  by  Corporation,   (D)  any  acquisition  by  Warburg,  Pincus
      Ventures, L.P. ("WPV') or by any Person that, now or hereinafter, directly
      or indirectly controls, is controlled by, is under common control with, or
      is  otherwise  an  affiliate  of,  WPV,  or  (E)  any  acquisition  by any
      corporation  pursuant to a  transaction  which  complies with clauses (A),
      (B), and (C) of paragraph (iii) below; or

            (ii)  individuals who, as of the date of this Agreement,  constitute
      the Board (the  "Incumbent  Board")  cease for any reason to constitute at
      least a majority  of the Board;  provided,  however,  that any  individual
      becoming  a  director  subsequent  to the  date  of this  Agreement  whose
      election,  or nomination for election by Corporation's  shareholders,  was
      approved by a vote of at least a majority of the directors then comprising
      the Incumbent  Board will be considered as though such  individual  were a
      member of the Incumbent Board, but excluding,  for this purpose,  any such
      individual  whose  initial  assumption  of office occurs as a result of an
      actual or  threatened  election  contest  with  respect to the election or
      removal of directors or other actual or threatened solicitation of proxies
      or

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      consents by or on behalf of a person other than the Board; or

            (iii) consummation of a reorganization,  merger, or consolidation or
      sale or other  disposition  of all or  substantially  all of the assets of
      Corporation (a "Business  Combination")  in each case,  unless,  following
      such Business Combination, (A) all or substantially all of the individuals
      and  entities  who were the  beneficial  owners of the  Voting  Securities
      outstanding  immediately prior to such Business  Combination  beneficially
      own, directly or indirectly,  more than 50 percent of,  respectively,  the
      then  outstanding  shares of common stock and the combined voting power of
      the then outstanding  voting securities  entitled to vote generally in the
      election of directors,  as the case may be, of the  corporation  resulting
      from  such  Business  Combination   (including,   without  limitation,   a
      corporation  which as a result of such transaction owns Corporation or all
      or substantially  all of  Corporation's  assets either directly or through
      one or more  subsidiaries) in substantially  the same proportions as their
      ownership,  immediately prior to such Business Combination,  of the Voting
      Securities, (B) no Person (excluding any employee benefit plan (or related
      trust) of  Corporation  or such  corporation  resulting from such Business
      Combination) beneficially owns, directly or indirectly, 50 percent or more
      of,  respectively,  the then  outstanding  shares of  common  stock of the
      corporation  resulting  from such  Business  Combination  or the  combined
      voting power of the then outstanding voting securities of such corporation
      except to the extent that such  ownership  existed  prior to the  Business
      Combination  and (C) at least a  majority  of the  members of the board of
      directors of the corporation resulting from such Business Combination were
      members of the Incumbent Board at the time of the execution of the initial
      agreement,  or of the action of the  Board,  providing  for such  Business
      Combination.

      "CODE" - The Internal Revenue Code of 1986, as amended.

      "COMPENSATION  PLAN" - Any compensation  plan such as a plan providing for
incentive   or  deferred   compensation,   stock   options  or  other  stock  or
stock-related  grants or awards,  or any employee benefit plan such as a thrift,
investment,  savings,  pension, profit sharing, medical,  disability,  accident,
life  insurance,  cafeteria,  or relocation plan or any other plan,  policy,  or
program of  Corporation  providing  similar  types of benefits to  employees  of
Corporation.

      "COMPETITIVE ENTITY" - A Person, firm, or entity primarily engaged (in the
United  States or  Canada) in the  national  or  regional  retail  provision  or
franchising of audiology  services  and/or  dispensing of hearing aids or in any
managed-care for hearing health benefits.

      "DISABILITY" OR "DISABLED" - Inability to perform duties with  Corporation
on a  full-time  basis by reason of "Total  Disability"  within  the  meaning of
Corporation's Group Long Term Disability Insurance Plan or any successor plan or
program maintained by Corporation.  In the event Corporation no longer maintains
a similar plan or program,

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Disability  or Disabled  means  inability to engage in any  substantial  gainful
activity by reason of any medically determinable physical or mental impairment.

      "EFFECTIVE DATE" - July 19, 2001.

      "EXCHANGE ACT" - The Securities Exchange Act of 1934, as amended.

      "GOOD  REASON"  - For all  purposes  of  this  Agreement,  termination  by
Executive of his employment  with  Corporation for "Good Reason" during the Term
means termination based on any of the following:

            (a)   A change in  Executive's  status or position or positions with
      Corporation that represents a material demotion from Executive's status or
      position or  positions  as of the date of this  Agreement or as a material
      change in Executive's duties or responsibilities that is inconsistent with
      such status or position or positions;

            (b)   A reduction by Corporation  in Executive's  Base Salary (as in
      effect on the date of this  Agreement  or as  increased at any time during
      the Term of this Agreement); or

            (c)   The   failure   of   Corporation   to   continue   Executive's
      participation  (on terms  comparable to those for other key  executives of
      Corporation)  in any Plans or vacation  programs or  arrangements in which
      other key executives of Corporation are participants  (unless such failure
      to continue is caused by action or status of Executive).

      "OTHER AGREEMENT" - A plan, arrangement, or agreement pursuant to which an
Other Payment is made.

      "OTHER  PAYMENT"  -  Any  payment  or  benefit  payable  to  Executive  in
connection  with a Change  in  Control  of  Corporation  pursuant  to any  plan,
arrangement,  or agreement  (other than this  Agreement) with  Corporation,  any
person whose actions result in a change in control of Corporation, or any person
affiliated with Corporation or such person.

      "PERSON" - Any individual,  corporation,  partnership,  limited  liability
company, group, association,  or other "person," as such term is used in Section
13(d)(3) or Section 14(d) of the Exchange  Act,  other than  Corporation  or any
employee benefit plan or plans sponsored by Corporation.

      "SEVERANCE  PAYMENT" - The severance  payment  described in Section 5.4 of
this Agreement.

      "TERM" - The period  commencing on the  Effective  Date and ending on June
30, 2003.

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      "TERMINATION  BENEFITS" - The payments and benefits described in Section 5
of this Agreement.

      "TERMINATION  DATE" - The date Executive's  employment with Corporation is
terminated for any reason by Corporation or by Executive.

      "TOTAL  PAYMENTS"  - All  payments  or benefits  payable to  Executive  in
connection  with a Change in Control of  Corporation,  including  the  Severance
Payment and Other Payments.

      "VOTING  SECURITIES" -  Corporation's  issued and  outstanding  securities
ordinarily having the right to vote at elections of Corporation's Board.

2.    EMPLOYMENT.

      Corporation  hereby  agrees  to employ  Executive,  and  Executive  hereby
accepts  employment with Corporation during the Term on the terms and conditions
set  forth  in this  Agreement.  Notwithstanding  any  other  provision  of this
Agreement,  Executive  is an employee  at will of  Corporation  and  Corporation
reserves  the  right to  terminate  Executive's  employment  at any time for any
reason  or  for no  reason.  The  provisions  of  this  Agreement  dealing  with
termination without Cause or for Good Reason are intended to provide contractual
benefits and do not limit  Corporation's power to treat Executive as an employee
at will.

3.    EXECUTIVE DUTIES.

      3.1   Position  and  Duties.   Executive  agrees  to  render  services  to
Corporation as Senior Vice President and Chief Financial  Officer of Corporation
and as an executive  officer of such of Corporation's  Affiliates as the parties
to this Agreement  mutually  agree,  including  Affiliates that may be formed or
acquired  subsequent  to the  Effective  Date.  As Chief  Financial  Officer  of
Corporation,  Executive will have  responsibility  for all financial  aspects of
Corporation's  business and will have such  executive and  managerial  duties as
Corporation's  Chief Executive Officer  prescribes from time to time.  Executive
will report directly to the Corporation's Chief Executive Officer.

      3.2   Exclusive Employment. Executive agrees that during the Term:

            (a)   Executive will devote  substantially  all his regular business
      time solely and exclusively to the business of  Corporation,  whether such
      business  is  operated  directly  by  Corporation  or through  one or more
      Affiliates of Corporation;

            (b)   Executive will diligently carry out his responsibilities under
      this Agreement;

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<PAGE>

            (c)   Executive will not, directly or indirectly,  without the prior
      approval  of the  Board,  provide  services  on behalf of any  Competitive
      Entity or on behalf of any subsidiary or affiliate of any such Competitive
      Entity, as an employee,  consultant,  independent contractor,  agent, sole
      proprietor,   partner,  member,  joint  venturer,  corporate  officer,  or
      director;

            (d)   Executive will not acquire by reason of purchase the ownership
      of  more  than  1  percent  of  the  outstanding  equity  interest  in any
      Competitive Entity; and

            (e)   Except as expressly  set forth above,  Executive may engage in
      personal business and investment activities.

            3.3   Corporation Reserved Rights.  Corporation reserves, on its own
behalf and on behalf of its shareholders, the right to elect, from time to time,
any person to its Board, to appoint any person as an officer of Corporation, and
to remove any officer or director,  including Executive,  in any manner and upon
the basis or bases  presently  or  subsequently  provided for by its articles of
incorporation and bylaws. Nothing in this Agreement will be deemed to constitute
any restriction on the authority,  discretion, or power of the Board, but rather
will only give Executive contractual rights and remedies.

            3.4   Proprietary Information.  Executive acknowledges in the course
of Executive's  employment with Corporation,  Executive will learn trade secrets
and confidential information of Corporation, which if known to competitors could
damage the business of Corporation.  Such confidential information includes, but
is not  limited  to,  some  or all of the  following  categories  of  non-public
information ("Proprietary Information"):

            (a)   Financial   information   including,   but  not   limited   to
      information  relating  to  assets,  revenues,  expenses,  prices,  pricing
      structures,  volume  of  purchases  or sales or  other  financial  data of
      Corporation,  or to particular  products,  services,  geographic areas, or
      time periods;

            (b)   Supply and service information  including,  but not limited to
      information  relating to suppliers'  names and addresses,  terms of supply
      and  service  contracts  or  of  particular   transactions,   and  related
      information about potential  suppliers to the extent that such information
      is  not  generally  known  to the  public,  and to  the  extent  that  the
      combination of suppliers or use of a particular supplier, though generally
      known or available,  yields advantages to Corporation the details of which
      are not generally known;

            (c)   Marketing   information   including,   but  not   limited   to
      information  relating to details of ongoing or proposed marketing programs
      or agreements by or on behalf of Corporation, sales forecasts, advertising
      formats and methods or results of marketing  efforts or information  about
      impending transactions;

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            (d)   Personnel   information   including,   but  not   limited   to
      information  relating to personal or medical  histories,  compensation  or
      other  terms  of  employment,  actual  or  proposed  promotions,  hirings,
      resignations,  disciplinary  actions,  terminations or reasons  therefore,
      training methods,  performance, or other information concerning Executives
      of Corporation; and

            (e)   The  names  and  addresses,  and  all  background  information
      regarding  affiliated  audiologists and managed care organizations  having
      relationships  with Corporation and the terms and conditions of agreements
      with such parties.

      Executive agrees to keep all Proprietary Information confidential.  Except
as may be  necessary  in the  performance  of  Executive's  duties  on behalf of
Corporation,  Executive will make no use of and will not  communicate or divulge
to any party whatsoever any Proprietary  Information.  Executive will not at any
time  after   Executive's   employment  with  Corporation   terminates  use  any
Proprietary  Information for Executive's own benefit or on behalf of any person,
firm, partnership,  association,  corporation,  or other party whatsoever.  This
covenant shall not apply to any information that by means other than Executive's
deliberate  or  inadvertent  disclosure  becomes  well known to the public or to
disclosure  compelled by judicial or administrative  proceedings after Executive
notifies and affords Corporation the opportunity to seek confidential  treatment
of compelled disclosures.

4.    COMPENSATION AND BENEFITS.

      4.1   Base Salary.  As  compensation  for the  performance  of Executive's
services  during the Term,  inclusive  of services as an officer and director of
Corporation's  Affiliates,  Corporation will pay to Executive in accordance with
its normal  payroll  practices an annual  salary of $175,000 per year (the "Base
Salary"),  subject to such increases (but not decreases) as are determined  from
time to time by the Board, or a compensation committee designated by the Board.

      4.2   Annual  Bonus.  During the Term of this  Agreement,  beginning  with
Corporation's  fiscal year beginning August 1, 2001,  Executive will be entitled
to participate in such bonus and profit-sharing plans as Corporation may provide
for its senior executive employees generally.

      4.3   Stock Options.

            4.3.1 Option Awards.  Corporation will grant Executive  nonqualified
stock  option  awards for  200,000  shares of  Corporation's  common  stock (the
"Option") under Corporation's Stock Award Plan (the "Plan").

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     The Option will have the following additional features:

      o     The Option  purchase  price per share will be the Fair Market  Value
      (as defined in the Plan) on the Effective Date;

      o     The Option will have a term of 10 years  commencing on the Effective
      Date;

      o     The Option will be exercisable as follows:

      o     The Option will be immediately exercisable as to 50,000 shares; and

      o     The Option will become exercisable as to an additional 50,000 shares
      on the first, second and third anniversaries of the Effective Date.

      o     The Option  will become  immediately  and fully  exercisable  in the
      event  that,  at any time  following  a Change in Control of  Corporation,
      Executive is terminated  without  Cause or one of the events  described in
      the definition of Good Reason in Section 1 of this Agreement occurs;

      o     The Option will be governed by an Award Agreement (as defined in the
      Plan) as approved by the Board; and

      o     Vested Options will remain exercisable for 90 days after termination
      of employment or, in the case of  termination  due to death or Disability,
      for one year.

      4.4 Other Benefits.  During the term of this Agreement,  Executive will be
entitled to participate in all Compensation Plans (including  Compensation Plans
adopted  following the Effective Date) covering  Corporation's key executive and
managerial employees (as described in Corporation's  employee manual, as amended
from time to time), including, without limitation,  Compensation Plans providing
medical, disability, and life insurance benefits, and vacation pay.

      4.5  Temporary  Living  and  Moving  Expenses.  Corporation  will  provide
Executive a one-time  moving  allowance of $34,000 for all temporary  living and
moving  expenses,  including  travel  costs  associated  with  selecting  a  new
residence,  relocating from prior residence, and moving and transfer costs. Such
allowance  will be paid in three equal  payments  of $11,333  each on August 31,
2001, October 31, 2001 and December 31, 2001. All payments made pursuant to this
Section 4.5 shall be subject to Federal and State income taxes,  and  employment
taxes.

      4.6 Expenses.  Executive is authorized to incur on behalf of  Corporation,
and  Corporation  will  directly pay or will fully  reimburse  Executive for all
customary  and  reasonable   out-of-pocket   expenses  incurred  for  promoting,
pursuing, or otherwise furthering the business of Corporation or its Affiliates.

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5.    TERMINATION OF AGREEMENT.

      5.1   Death.  If Executive dies during the Term,  Corporation  will pay to
Executive's  representative  his Base  Salary  through  the date of  death.  All
benefits,  including death  benefits,  to which Executive is then entitled under
Compensation  Plans in which  Executive  is a  participant  will be  payable  as
provided in those  Compensation  Plans.  This Agreement will terminate as of the
date of death and  Corporation  will have no further  obligations  to  Executive
under this Agreement.

      5.2   Disability. In the event Executive becomes Disabled during the Term,
Executive will remain an employee of Corporation  and be entitled to receive his
Base  Salary  until  Executive   becomes  eligible  to  receive  benefits  under
Corporation's  Group Long Term  Disability  Insurance  Policy  (the  "Disability
Benefits Date"). All benefits, including disability benefits, to which Executive
is then entitled under  Compensation  Plans in which  Executive is a participant
will be payable as provided in those  Compensation  Plans.  The  Agreement  will
terminate  as of the  Disability  Benefits  Date and  Corporation  will  have no
further obligations to Executive under this Agreement.

      5.3   Termination for Cause or Voluntary  Termination Without Good Reason.
During  the Term of this  Agreement,  pending  the  determination  by the  Board
whether or not Cause exists for termination of Executive's  employment  pursuant
to the  definition  of Cause in Section 1, the Board may  suspend  Executive  or
relieve Executive of his duties as an officer, but may not terminate Executive's
employment. Upon such determination that Cause exists, Corporation may terminate
Executive's  employment.  If during the Term Corporation  terminates Executive's
employment for Cause or Executive  voluntarily  terminates employment other than
for Good Reason,  Corporation  will pay  Executive  his Base Salary  through the
effective date of such termination. Executive will not be entitled to any Annual
Bonus, or any prorated portion of any Annual Bonus, for the fiscal year in which
the Termination Date occurs. This Agreement will terminate as of the Termination
Date, and Corporation  will have no further  obligations to Executive under this
Agreement.  All  accrued  benefits to which  Executive  is then  entitled  under
Compensation  Plans in which he is a participant  will be payable as provided in
those Compensation Plans.

      5.4   Termination  Without  Cause  or With  Good  Reason.  If  Executive's
employment  with  Corporation  is terminated  (other than for Disability or upon
Executive's death) during the Term by Corporation  without Cause or by Executive
with Good Reason, Corporation will pay Executive, in lieu of any salary payments
to  Executive  for periods  subsequent  to the  Termination  Date,  an amount of
severance  pay (the  "Severance  Payment")  equal  to  Executive's  Base  Salary
(payable in 12 substantially equal monthly installments  commencing on the first
day of the first calendar month beginning after the Termination Date).

      5.5   No Mitigation. Executive will not be required to mitigate the amount
of any payment  provided for in this Section 5 by seeking  other  employment  or
otherwise.  However,  except in the case of a termination  of Executive  without
Cause or with Good

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Reason  following a Change in Control of Corporation,  the amount of any payment
or  related  benefit  provided  for in this  Section  5 will be  reduced  by any
compensation  earned or related  benefit  received by  Executive  as a result of
either employment by another employer or  self-employment  after the Termination
Date.  Executive agrees to provide  Corporation with any information  reasonably
necessary to determine the amount of such reduction.

      5.6   Noncompetition  Following  Termination.  Executive acknowledges that
the  agreements  and  covenants  contained in this Section 5.6 are  essential to
protect  the  value of  Corporation's  business  and  assets  and  that,  by his
employment  with  Corporation and its  subsidiaries,  Executive will obtain such
knowledge, contacts, know-how, training and experience, and that such knowledge,
contacts,  know-how,  training and experience  could be used to the  substantial
advantage of a Competitive  Entity and to Corporation's  substantial  detriment.
Therefore Executive agrees that:

            (a)   In the event Executive's  employment is terminated (whether by
      Corporation  or by Executive)  for any reason,  Executive  will not, for a
      period of one year from the  Termination  Date,  participate (as an owner,
      employee, officer, partner, member, shareholder,  director, consultant, or
      otherwise)  in any  Competitive  Entity.  The benefits  payable under this
      Agreement,  including without limitation  Corporation's  obligation to pay
      severance  benefits  pursuant  to  Section  5.4 of this  Agreement  are in
      consideration of Executive's performance of the convenants of this Section
      5.6.

            (b)   Executive  acknowledges  that this  Agreement is being entered
      into  in  connection  with  the  initial   employment  of  Executive  with
      Corporation.   Executive   further   acknowledges  that  he  is  receiving
      consideration under this Agreement in addition to such consideration as to
      which  he would be  entitled  in the  absence  of this  Agreement,  and he
      acknowledges that his agreement to the provisions of this Section 5.6 is a
      necessary  condition for  Corporation to enter into this Agreement and pay
      the consideration provided for in this Agreement.

            (c)   Executive  acknowledges that Corporation's remedy at law for a
      breach by him of the  provisions  of this Section 5.6 will be  inadequate.
      Accordingly,  in the event of the breach or threatened breach by Executive
      of any  provision  of this Section  5.6,  Corporation  will be entitled to
      injunctive  relief in addition to any other remedy it may have.  If any of
      the  provisions  of, or  covenants  contained  in,  this  Section  5.6 are
      hereafter  construed to be invalid or unenforceable  in any  jurisdiction,
      the  same  will  not  affect  the  remainder  of  the  provisions  of  the
      enforceability thereof in any other jurisdiction, which will be given full
      effect, without regard to the invalidity or unenforceability in such other
      jurisdiction. If any of the provisions of, or covenants contained in, this
      Section 5.6 are held to be unenforceable  in any  jurisdiction  because of
      the  duration  or  geographical  scope  of  such  provision  or  covenant,
      Executive and Corporation  agree that the court making such  determination
      will have the power to reduce the

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      duration or geographical  scope of such provision or covenant and that, in
      its  reduced  form,  such  provision  or  covenant  will  be  enforceable;
      provided,  however,  that the  determination of such court will not affect
      the enforceability of this Section 5.6 in any other jurisdiction.

6.    EFFECT OF CHANGE IN CONTROL.

      The Severance  Payment  payable under Section 5.4 of this Agreement is not
conditioned  upon a Change in Control  of  Corporation  but is payable  upon any
termination  described in that  Section,  whether or not a Change in Control has
occurred.  Thus, it is the parties' mutual intention that the Severance  Payment
is not to be treated as Total Payments.

7.    SUCCESSORS; BINDING EFFECT.

      7.1   Corporation.  This  Agreement  will inure to the  benefit of, and be
binding upon, any corporate or other  successor or assignee of Corporation  that
acquires,  directly or  indirectly,  by merger,  consolidation  or purchase,  or
otherwise,  all or  substantially  all the  business  or assets of  Corporation.
Corporation  will  require  any  such  successor,  by an  agreement  in form and
substance reasonably satisfactory to Executive, expressly to assume and agree to
perform this  Agreement in the same manner and to the same extent as corporation
would be required to perform if no such succession had take place.

      7.2  Executive.  This  Agreement  will  inure  to  the  benefit  of and be
enforceable  by  Executive's  personal  or  legal  representatives,   executors,
administrators,  successors,  heirs,  distributees,  devisees,  and legatees. If
Executive  should die while any  amount  would  still be  payable  to  Executive
hereunder if Executive had continued to live, all such amounts, unless otherwise
provided herein,  will be paid in accordance with the terms of this Agreement to
Executive's  devisee,  legatee,  or  other  designee  or,  if  there  is no such
designee, to Executive's estate.

8.    WAIVER AND MODIFICATION.

      Any  waiver,  altercation,  or  modification  of any of the  terms of this
Agreement  will be valid  only if made in writing  and signed by the  parties to
this  Agreement.  No waiver by either of the  parties of its  rights  under this
Agreement  will be deemed to constitute a waiver with respect to any  subsequent
occurrences or transactions hereunder unless the waiver specifically states that
it is to be construed as a continuing waiver.

9.    GOVERNING LAW; SEVERABILITY.

      The  validity,  interpretations,  construction,  and  performance  of this
Agreement  will be governed by and construed in  accordance  with the law of the
state  of  Oregon.  Any  provision  of  this  Agreement  that is  prohibited  or
unenforceable  will be  ineffective  only to the extent of that  prohibition  or
unenforceability   without   invalidating  the  remaining   provisions  of  this
Agreement.

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<PAGE>

10.   NOTICES.

      For  the  purposes  of this  Agreement,  notices  and  all  communications
provided  for in this  Agreement  must be in writing  and will be deemed to have
been given upon the earlier of (i) personal delivery or (ii) three business days
after being mailed by United States registered mail,  return receipt  requested,
with postage prepaid, addressed to the respective party at the address set forth
below (or to such other address as either party may have  furnished to the other
in writing in accordance  with this Section 10, except that notices of change or
address will be effective only upon receipt):

      To Corporation:               Sonus Corp.
                                    111 S.W. Fifth Avenue
                                    Suite 1620
                                    Portland, OR  97204
                                    Attn:  General Counsel

      To Executive:                 Mark Richards
                                    1154 Hidden Ridge
                                    Irving, TX  75038

11.   HEADINGS.

      Headings  herein  are  for  convenience  only,  are  not a  part  of  this
Agreement, and are not to be used in construing this Agreement.

12.   ARBITRATION.

      Any dispute or claim that arises out of or that relates to this  Agreement
or to the  interpretation,  breach,  or enforcement of this  Agreement,  must be
resolved  by  mandatory  arbitration  in  accordance  with  the  then  effective
arbitration rules of the American Arbitration  Association and any judgment upon
the award  rendered  pursuant  to such  arbitration  may be entered in any court
having jurisdiction thereof.

13.   ATTORNEYS' FEES.

      In the event of any suit or action or arbitration proceeding to enforce or
interpret any provision of this Agreement (or which is based on this Agreement),
the  prevailing  party will be entitled to recover,  in addition to other costs,
reasonable  attorneys' fees in connection with such suit,  action,  arbitration,
and in any appeal.  The  determination  of who is the  prevailing  party and the
amount of reasonable  attorneys' fees to be paid to the prevailing party will be
decided by the  arbitrator  or  arbitrators  (with  respect to  attorneys'  fees
incurred prior to and during the  arbitration  proceedings)  and by the court or
courts,  including any appellate courts, in which the matter is tried, heard, or
decided,  including the court which hears any exceptions  made to an arbitration
award submitted to it for

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<PAGE>

confirmation  as a judgment  (with respect to  attorneys'  fees incurred in such
confirmation proceedings).

14.   EFFECT OF TERMINATION OF AGREEMENT.

      If this Agreement is terminated,  all rights and benefits that have become
vested hereunder prior to termination will remain in full force and effect,  and
the  termination  of the Agreement  will not be construed as relieving any party
from the performance of any accrued obligation  incurred to the other under this
Agreement.

15.   ENTIRE AGREEMENT.

      This  Agreement  constitutes  and  embodies the entire  understanding  and
agreement  of the  parties  hereto  relating to the  matters  addressed  in this
Agreement.  Except as otherwise  provided in this Agreement,  there are no other
agreements or  understandings,  written or oral,  in effect  between the parties
relating to the matters addressed herein.

            IN WITNESS  WHEREOF,  the parties  hereto have  entered  into this
Agreement effective as of the Effective Date.

CORPORATION:                        SONUS CORP.


                                    /s/ Daniel J. Kohl
                              By:   ------------------------------------
                                    Daniel J. Kohl
                                    Chief Executive Officer

                                    /s/ Mark Richards
EXECUTIVE:                          ------------------------------------
                                    Mark Richards


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