<PAGE>


                              EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT dated as of November 27, 2000, between SEMX, a Delaware
corporation ("SEMX" or the "Corporation"), and Michael Best (the "Executive"),
an individual residing at San Diego, CA 92037.

                                   WITNESSETH

WHEREAS, the Corporation wishes to employ the Executive as its Vice President
and Chief Financial Officer, an executive who should have influence in the
direct management of the business and should contribute, in part, to the
Corporation's commercial success.

WHEREAS, the Executive is willing to accept such employment for the inducements
and upon the terms and conditions hereinafter set forth; and

WHEREAS, the Executive has signed the Corporation's Intellectual Property
Agreement or the Corporation has also bargained for the Executive simultaneously
to execute the Corporation's Intellectual Property Agreement, a copy of which is
annexed hereto as Exhibit A.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Corporation and the Executive agree as
follows:

SECTION 1. EMPLOYMENT:

         (A) TERM OF EMPLOYMENT. Upon the terms and subject to the conditions
         set forth in this Agreement, the Corporation hereby employs the
         Executive, and the Executive agrees to be employed as the Corporation's
         Vice President and Chief Financial Officer. Subject to earlier
         termination as provided in Section 4 hereof, the term of the
         Executive's employment by the Corporation under this Employment
         Agreement (the "Employment Term"), shall commence as of the date
         hereof, and shall continue for an initial term of two (2) years, up to
         and including November 27, 2002 (the "Initial Term"). The Employment
         Term may continue beyond the Initial Term on a year-to-year basis,
         which enables the



                                       1

<PAGE>

         Corporation and the Executive to avoid renegotiations as the terms of
         this Employment Agreement are automatically extended until modified in
         writing or one of the parties hereto terminates this Employment
         Agreement as provided in section 4, or unless either party gives
         written notice of termination to the other of not less than sixty (60)
         days prior to the expiration of the Employment Agreement then in
         effect. Any extension shall be upon the same terms and conditions as
         set forth herein for the Employment Agreement hereunder except that the
         Base Salary as hereinafter defined for any extensions shall be the
         amount in effect at the end of the previous term.

         (B) DUTIES. The Executive will serve as the Corporation's Vice
         President and Chief Financial Officer and will perform the services and
         duties for the Corporation designated by the Corporation's President
         and Chief Executive Officer or his designee (the "Supervisor"),
         provided that such duties are reasonably consistent with Executive's
         responsibilities and status as the Corporation's Vice President and
         Chief Financial Officer. The Executive shall also, if elected in
         accordance with the By-Laws of the Corporation, serve as an Officer
         and/or Director of the Corporation or its affiliates without additional
         compensation and the Corporation shall indemnify Executive to the
         maximum extent allowable under law for his services as an Officer
         and/or Director.

         (C) EXTENT OF SERVICES. During the Employment Term, Executive agrees
         to: (i) devote all of his/her business time, energy and skill to the
         business of the Corporation; (ii) use his best efforts to promote the
         interests of the Corporation; and (iii) discharge such executive and
         administrative duties consistent with his position as may be assigned
         to him by the Supervisor. Executive agrees that he will not work for
         any other profit making organization in a direct or indirect manner
         without the written consent of his Supervisor and the Chief Executive
         Officer of the Corporation.

SECTION 2. COMPENSATION All compensation due Executive under this Employment
Agreement shall be payable by the Corporation, whether the services rendered are
for the Corporation or one of its affiliates.

         (A) BASE SALARY. For services rendered by the Executive under the
         Employment Agreement, the Company shall pay the Executive an annual
         salary of Two Hundred Fifteen Thousand Eight Hundred Dollars ($215,800)
         (the "Base Salary"). The Base Salary shall be earned and shall be
         payable in accordance with the Corporation's normal accounting and
         payroll practices and the Corporation may




                                       2
<PAGE>

         increase, but not decrease, the Base Salary at any time.

         (B) BONUS.

                  (i) In addition to Executive's Base Salary, Executive may be
                  paid an annual bonus by the Corporation for a calendar year
                  period (the "Bonus Period") in such amount (the "Bonus
                  Amount") as may be determined by the Board of Directors of the
                  Corporation (see schedule A). This amount is estimated to be
                  approximately Twenty (20%) percent of Executive's base salary.

                  (ii) The Bonus Amount, if any, shall be paid to Executive no
                  later than fifteen (15) days after the completion of the audit
                  of the Corporation's financial statements for the Bonus
                  Period.

                  (iii) The Bonus Amount is due and payable to Executive if, and
                  only if, Executive is in the employ of the Corporation on the
                  last day of the Bonus Period; provided, however, that the
                  Executive (or his estate) shall be entitled to a pro rated
                  portion of the Bonus Amount (based on time elapsed) if
                  executive: (a) dies, (b) is terminated without Cause (defined
                  below) after satisfactorily completing the probationary period
                  by the Corporation, or (c) exercises the Change of Control
                  provision of Section 4(E) prior to the end of the Bonus
                  Period. Executive shall not be entitled to any Bonus Amount
                  for a calendar year in which Executive did not perform
                  services for the Corporation or any affiliate regardless of
                  the reason therefore or if the Board of Directors of the
                  Corporation determines within its sole discretion, that
                  performance targets established by Schedule A, (subject to a
                  test of reasonableness), were not accomplished for the period
                  in question.

SECTION 3. OTHER BENEFITS. During the Employment Term, the Executive shall be
entitled to the following benefits:

          (A)  vacation time, three (3) weeks annually in accordance with the
               Corporation's policy for executives in effect as determined by
               the Corporation and consistent with the Executive completing his
               responsibilities;

          (B)  participation in all employee group life, group health and other
               fringe benefit programs, including, but not limited to, any 401K
               plan, incentive compensation,



                                       3
<PAGE>

               performance unit bonus, stock purchase or stock appreciation
               plans now or hereafter initiated or maintained by the Corporation
               for executive officers of the Corporation for which Executive is
               eligible subject to the right of the Corporation to amend or
               terminate such plans;

          (C)  reimbursement for all reasonable and properly documented expenses
               incurred or paid by Executive in connection with the performance
               of his duties hereunder and in accordance with the general
               expense reimbursement policy of the Corporation then in effect;
               and

          (D)  Five Hundred dollars ($500.00) per month car allowance.

          (E)  Seven Thousand Dollars ($7,000) annually for the payment of
               unreimbursed, documented medical expenses.

          (F)  Twenty Thousand (20,000) Non-Qualified Stock Options (hereinafter
               referred to as NQSO) with a strike price of Four Dollars ($4.00)
               per share and a vesting period of one (1) year, subject to
               Section 5. This option is conditional upon your successful
               completion of the Six-(6) month probationary period. Should you
               end the employment relationship, or the Corporation terminates
               you for Cause, subject to Section 4 (C) prior to the completion
               of your Six (6) month probationary period, this option will be
               void ab initio. If the Corporation terminates the employment
               relationship prior to the successful completion of the six (6)
               month probationary period, and is not for cause as set forth in
               Section 4 (C), this option will vest immediately.

          (G)  Upon the successful completion of your six (6) month probationary
               period you will be granted an additional Twenty Thousand (20,000)
               NQSO at a Four Dollar ($4.00) strike price (for a total of Forty
               Thousand (40,000) NQSO), which will vest at your one (1) year
               anniversary date. You will be recommended for a Twenty Thousand
               (20,000) to Forty Thousand (40,000) Non-Qualified Stock Option
               grant during the second year of this Employment Agreement at a
               strike price of Eight Dollars ($8.00) per share or market price,
               which ever is less. Any additional future grants of stock options
               whether NQSO or Employee Incentive Stock Option (EISO), over the
               initial Forty Thousand (40,000) NQSO, are subject to the complete
               discretion of the SEMX Corporation Stock Option Committee and
               further subject to SEMX's Employee Stock Option Plan and Amended
               Stock Option Agreement (attached hereto). In the event of a
               change of control as outlined in Section 4



                                       4
<PAGE>

               (E), all Forty Thousand (40,000) NQSO from year one and Twenty
               Thousand (20,000) NQSO from year two (2) will be awarded and vest
               immediately.

SECTION 4. TERMINATION Subject to the terms and conditions contained herein,
this Employment Agreement shall terminate upon any of the following occurrences.

          (A)  VOLUNTARY TERMINATION BY THE EXECUTIVE. Notwithstanding anything
               contained in Section 3 (F) and except as set forth in Section 4
               (D) below, if the Executive voluntarily ceases to be employed by
               the Corporation on or before the first anniversary date of the
               Employment Agreement, with or without the consent of the
               Corporation, then the Employment Agreement shall end without
               further action by either party hereto and all rights and
               obligations of the parties under this Employment Agreement,
               including any and all rights to exercise NQSO, except those set
               forth in the Intellectual Property Protection Agreement, shall
               terminate as of such date.

          (B)  TERMINATION WITHOUT CAUSE BY THE CORPORATION. The Corporation may
               terminate this Employment Agreement at any time within the Six
               (6) month probationary period subject to Section 3 (F). In that
               event, the Executive shall be entitled to receive Severance
               Payment of eight (8) weeks base salary if within the six (6)
               month probationary period and twenty-six (26) weeks thereafter
               and other employee benefits as they shall have accrued and vested
               through the date of termination for services rendered.

          (C)  TERMINATION FOR CAUSE. The Corporation may terminate this
               Employment Agreement at any time for Cause. The Employment
               Agreement shall end without further action by either party hereto
               and all rights and obligations of the parties under this
               Employment Agreement, except those set forth in the Intellectual
               Property Protection Agreement and Section 3 (F) shall terminate
               as of such date. For the purposes of this Agreement, "Cause"
               shall mean;

                  (i) The failure of Executive to perform his duties in all
                  material respects, provided that prior to termination
                  Executive has been given an opportunity to remedy such failure
                  within sixty (60) days following written notice of such
                  failure or, if such failure is not subject to cure, the
                  repetition of the act or omission that constitutes such
                  failure is repeated by Executive after Executive received such
                  notice. Executive shall not be deemed to have failed to
                  perform his duties in any material respect if [the
                  Corporation] has not provided Executive with adequate
                  resources (including



                                       5
<PAGE>

                  financial resources, personnel, and time) to perform his
                  duties.

                  (ii) conviction of (a) any serious crime or serious offense
                  involving misappropriation of money or other property of the
                  Corporation, or (b) any felony; or

                  (iii) Executive's use of narcotics, illegal drugs or
                  controlled substances other than as prescribed by a licensed
                  physician.

          (D)  TERMINATION AFTER CHANGE IN CONTROL. The Executive may terminate
               this Agreement, if there is a Change in Control as defined in
               Section 4 (E). If, after a Change in Control, the Executive
               terminates this Agreement, the Executive will be entitled to the
               Severance Benefits as defined herein.

          (E)  "CHANGE IN CONTROL" is defined as the occurrence of any of the
               following events:

                  (a) The acquisition by any individual, entity or group (within
                  the meaning of Section 13(d)(3) or 14 (d)(2) of the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act")
                  (collectively, a "person) of beneficial ownership (as such
                  term is defined in Rule 13d-3 promulgated under the Exchange
                  Act), directly or indirectly, of more than fifty (50%) percent
                  of the then outstanding shares of common stock of SEMX
                  (collectively, the "Outstanding Common Stock") or a transfer
                  or sale of more than fifty (50%) percent of the book value of
                  the gross assets of SEMX measured at the time of such transfer
                  or sale in one or more transactions; provided, however, that
                  the following shall not constitute a Change in Control:

                           (i) Any acquisition by an underwriter (as such term
                           is defined in Section 2 (11) of the Securities Act of
                           1934, as amended) for the purpose of making a public
                           offering;

                           (ii) Any acquisition by SEMX or by any entity
                           controlled by SEMX;

                           (iii) Any acquisition by any employee benefit plan
                           (or related trust) sponsored or maintained by SEMX or
                           by any entity controlled by SEMX; or



                                       6
<PAGE>

                           (iv) Any transfer of assets to SEMX or any entity
                           controlled by SEMX.

                  (b) When individuals who are members of the Board of Directors
                  of SEMX ("SEMX's Board") at any one time shall immediately
                  thereafter cease to constitute a majority of SEMX's Board, or
                  when a majority of SEMX's Board shall not consist of persons
                  who were elected or nominated for election as directors with
                  the approval of a majority of the present members of SEMX's
                  Board in either case within two (2) years of:

                           (i) The completion of a tender offer or exchange
                           offer for the voting stock of SEMX (other than a
                           tender off or exchange offer by SEMX) or a proxy
                           contest in connection with the election of members of
                           the SEMX's Board; or

                           (ii) A merger or consolidation of SEMX (other than
                           with SEMX or an entity controlled by SEMX).

          (F)  SEVERANCE BENEFITS. If, subsequent to a Change in Control, this
               Employment Agreement is terminated by the Corporation without
               Cause (and not for Disability), or by the Executive, for any
               reason, then the Executive shall be entitled to the following
               Severance Benefits in lieu of any other rights or alleged damages
               Subject to the terms and conditions contained herein:


                  (a) The Corporation shall pay the Executive his full base
                  salary through the date of termination at the rate in effect
                  at the time notice of termination is given (or at the date of
                  termination, if higher) and any bonus for a past calendar year
                  that has not been awarded or paid to the executive under any
                  Incentive Plan;

                  (b) the Corporation shall pay the Executive an amount equal to
                  the annual incentive award earned by the Executive under any
                  Incentive Plans in the calendar year ending as of the December
                  31st immediately preceding the date of termination, pro rated
                  to the Date of Termination.

                  (c) In lieu of any further salary payments to the Executive
                  for periods



                                       7
<PAGE>

                  subsequent to the Date of Termination, the Corporation shall
                  pay as severance to the Executive a lump sum amount equal to
                  the Executive Base Salary as of the date of the Change in
                  Control (or at the date of termination, if higher) for a
                  period of one (1) year; in addition, all Forty Thousand
                  (40,000) NSQO from year one of the Employment Agreement and
                  Twenty Thousand (20,000) NQSO from year two (2) will vest
                  immediately.

                  (d) Except as otherwise provided herein, any Severance
                  Benefits payable under this paragraph shall be paid in full in
                  a lump sum not more than sixty (60) days following the date of
                  termination. If the Corporation shall default in the payment
                  of any such sum when due, the interest shall accrue on the
                  balance of the payments due hereunder at the rate of fifteen
                  (15%) percent per annum and the Corporation shall reimburse
                  Executive for all costs and expenses incurred by him,
                  including legal fees, in enforcing his rights under this
                  Section 4(d).

                           (i) If this Agreement is terminated on a date that is
                           not at the end of a calendar year and if the
                           Executive is entitled to incentive compensation, the
                           Corporation will not be obligated to pay the
                           incentive compensation which may be due until thirty
                           (30) days after the computation by the Corporation of
                           the amount which may be due.

                           (ii) The Executive shall not be required to mitigate
                           the amount of any payment contemplated herein
                           (whether by seeking new employment or in any other
                           manner), nor shall any such payment be reduced by
                           earning that the Executive may receive from any other
                           source.

                           (iii) The provisions of this Agreement, and any
                           payments provided for hereunder, shall not reduce any
                           amounts otherwise payable, or in any way diminish the
                           Executive's existing rights, or rights which would
                           accrue solely as a result of the passage of time,
                           under any Incentive Plan, Benefit Plan, employment
                           agreement or other contract, plan or arrangement.

                           (iv) Notwithstanding anything contained elsewhere in
                           this agreement.



                                       8
<PAGE>

SECTION 5. NON-COMPETITION. As, and for the initial grant of Twenty Thousand
(20,000) NQSO, Executive and the Corporation hereby acknowledge said initial
grant of Twenty Thousand (20,000) NQSO's as full and adequate consideration for
this Non-Competition section of the Employment Agreement. During the Employment
Term and for a period of one (1) year thereafter (the "Non-Compete Period"), the
Executive shall not, directly or indirectly, engage in, own, manage, operate,
join or control, or participate in the ownership, management, operation or
control of any Restricted Enterprise or associate with any entity, incorporated
or otherwise (other than the Company or its affiliates), which engages or plans
to engage in a Restricted Enterprise anywhere in the United States, whether as a
director, officer, employee, agent, consultant, shareholder, partner, owner,
independent contractor or otherwise. As used herein, a "Restricted Enterprise"
shall be any activity that competes with the business of the Company as
constituted or as realistically contemplated during the Employment term in the
United States.

SECTION 6. GENERAL

         (A) This Agreement shall be binding upon and inure to the benefit of
         the Corporation and its successors and assigns and shall be binding
         upon and inure to the benefit of the Executive and his heirs, executors
         and administrators. If the Corporation assigns this Agreement, the
         assignee shall be required to expressly assume all obligations of the
         Corporation under this Agreement.

         (B) The waiver by the Corporation or the Executive of a breach of any
         provision of this Agreement by the other party shall not be construed
         as a waiver of any subsequent breach of the same provision or of any
         other provision of this Agreement.

         (C) All notices, requests, demands and other communications submitted
         hereunder shall be in writing and shall be deemed to have been duly
         given if delivered by hand or by commercial overnight delivery service
         or if mailed by first class, registered mail, return receipt requested,
         postage and registry fees prepaid; and addressed; if to the Executive,
         to the address set forth in the first paragraph hereof, and if to the
         Corporation, to 10121 Carroll Canyon Road, San Diego, CA 92131,
         attention President.



                                       9
<PAGE>

         (D) This Agreement shall be construed and enforced in accordance with,
         and governed by, the laws of the State of Delaware without regard to
         the conflict of laws principles thereof.

         (E) This Agreement together with the Intellectual Property Protection
         Agreement, Employee Handbook and the Employees' Stock Option Plan
         Agreement incorporates the entire understanding of the parties hereto
         with respect to the subject matter hereof and supersedes all prior
         agreements relating to such subject matter. The invalidity of any
         section, provision or portion of this Agreement shall not affect the
         validity of any other section, provision or portion of this Agreement,
         and each such section, provision or portion shall be enforced to the
         full extent permitted by law. This Agreement may not be modified or
         amended, or any term or provision hereof waived or discharged, except
         by a written instrument signed by the party against whom such
         amendment, modification, waiver, or discharge is sought to be enforced.
         The headings of this Agreement are for the purposes of reference only
         and shall not limit or otherwise affect the meaning hereof. This
         Agreement may be executed in several counterparts, all of which
         together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have dully executed this Agreement as of
the day and year first above written.


Dated:                                            SEMX Corporation
      ----------------------



                                            By
---------------------------------              ------------------------------
Executive                                   Frank Polese, Vice Chairman





                                       10
<PAGE>


                                   SCHEDULE A



The performance objectives of the CFO cannot be separated from the overall
performance of the Company. The Company's performance in the final analysis is a
function of increasing shareholder value. Increased earnings ultimately increase
shareholder's value. Therefore, If the Company has a good year Bonuses will be
granted accordingly. If the Company does not have a good year, even though
individual goals are achieved the bonuses will not meet the upside of the target
numbers.

The following is a review of objectives we have discussed during the interview
process.

1.   Meet with department managers to review their budgets and forecasts.
     Determine with the managers a program through which they will be held
     accountable for reaching certain performance and sales goals. In parallel
     with developing Company-wide benefits and incentive programs, seek input
     from operating managers. Develop an incentive program based partly, but not
     solely, on financial results within each area. Have operating managers
     recommend certain non-financial criteria on which to be judged and
     formalize the review process for all employees.
2.   Determine with senior managers the competitive advantages of the Company
     vis-a-vis competition, then implement plan to exploit those advantages.
3.   Develop and update a current PPM/business plan to be kept updated
     quarterly.
4.   Discuss with senior management the identification of strategic partners
     with respect to acquisitions, mergers, and exclusive sales.
5.   Develop department to produce and deploy road show, analyst, and web site
     presentation material.

6.   After determining true cost of capital, perform cost cutting analysis to
     include both product lines and employee numbers.
7.   Develop and delineate communications channels between financial department
     and marketing/production/management.
8.   Develop and organize five-year plans for budget analysis.
9.   Analyze capital costs and determine financial needs for capital
     expenditures over the next two years; later extend to five-year plan.
10.  Review current financial arrangements with bank, lenders and corporate
     investors. Take over reporting responsibility with PNC. Review and optimize
     our current banking relationships.
11.  Meet and refine NY accounting practices such that all procedures in
     California and NY match, and determine reporting functions and financial
     disclosure regulations for outside agencies including the SEC.
12.  Review employee benefits programs, payroll methods, and employee stock
     purchase plan.
13.  Analysis of all material fixed and variable costs, generating exact per
     unit cost for each department and product (with Cost Accountant).
14.  Analysis of current control and internal reporting systems. Upgrade.
15.  Establish corporate "Mission", "Vision", and "Implementation" statements
     that include financial milestones and state these at the onset. Make
     statements on quarterly basis that reference these goals.
16.  Seek endorsement/testimonials from top customers and strategic partners.
17.  Determine method of dissemination for financial information to all online
     services. begin thorough "Comparative Analysis" and keep updated
     periodically.



                                       11