MIAD Systems Ltd.
47 Riviera Drive
Unit 7
Markham, Ontario
L3R 5J6

October 1, 2000


PRIVATE AND CONFIDENTIAL

Mr. Michael Green
c/o MIAD Systems Ltd.
43 Riviera Drive, Unit 7
Markham, Ont.


Dear Mr. Green:

MIAD is pleased to confirm, in this letter, the proposed employment terms
between you and MIAD for a one year term commencing October 1, 2000.

1.       Responsibilities

You will be responsible for developing, growing and managing the activities of
the corporation as its Chief Executive Operating Officer.

2.       Salary and bonus

For the year commencing October 1, 2000 you will earn a salary of $200,000 per
annum. You shall be entitled to earn sales commission at the rate of %5,000 for
each $1 million dollars of sales achieved by MIAD in the fiscal year (for the
first $10 million of Sales). If the corporation achieves over $10 million of
sales, you shall be entitled to an additional one-time bonus of $20,000. In
addition, for revenues above $10 million, you shall be entitled to a bonus of
$12,000 for each $1 million of sales above the $10 million.

You shall also be entitled to earn a bonus at the rate of 4% of the
corporation's pre-tax profit.

You will be reimbursed for reasonable and legitimate business expenses.

3.       Employment benefits

You will be entitled to employment benefits in accordance with the current MIAD
employment benefit plan.


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4.       Non-Competition and Non-Solicitation Covenant

You shall not during a period of 3 years from October 1, 2000 and in the
Province of Ontario:

                  -        engage directly or indirectly in the Business of MIAD
                           in respect of any organization that was a client of
                           MIAD during such period.

                  -        directly or indirectly solicit any such client in
                           respect of, or perform or offer to perform for any
                           such client, any of the services of the type offered
                           by MIAD on your own behalf or as a member or as a
                           employee or associate of any person or organization.

You acknowledge that the foregoing Non-Competition and Non-Solicitation Covenant
are reasonable and that MIAD would not have entered into this Employment
Agreement without this Covenant which is necessary to protect MIAD's economic
interests. The breach by you of such Covenant would cause serious and
irreparable harm to MIAD which would not adequately be compensated for in
damages and in the event of a breach, you consent to an injunction being issued
restraining any further breach of such Covenant in addition to any other remedy
that MIAD may have in the event of such breach.

We look forward to working with you. To indicate your acceptance of these terms
and conditions, kindly sign a duplicate copy of this letter and return to me.

Yours very truly

/s/ Michael Green
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MIAD Systems Ltd.                                    Accepted

                                                     /s/ Michael Green
                                                     ---------------------------
                                                     Michael Green