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                                                                     EXHIBIT 6.5



                       SCHEDULE A TO EMPLOYMENT AGREEMENT
                     BETWEEN CAPRI CORP. AND MEHUL J. DAVE
                             EFFECTIVE JULY 1, 2000


COMPENSATION

A.   SALARY. Capri shall pay Officer a salary which would equal on an annualized
     basis $250,000 per year that he is employed by Capri or any company
     pursuant to this Employment Agreement, and pro rata for any portion of any
     year based upon the above annualized rate.

B.   INCENTIVE BONUS. In addition to the salary set forth in Section A above,
     Capri shall pay Officer an incentive bonus with respect to each fiscal year
     of Capri and its subsidiaries (the "Fiscal Year") commencing in the Fiscal
     Year this Employment Agreement is entered into, and for each subsequent
     Fiscal Year during Officer's employment with Capri during which Capri, on a
     consolidated basis, has "Pre-Tax Net Income" (hereinafter defined). The
     incentive bonus shall be paid within ninety days (90) days of the close of
     the Fiscal Year in which such incentive bonus is earned. If the Fiscal Year
     changes at any time, appropriate adjustments in the incentive bonus shall
     be made. Officer's incentive bonus pursuant to this Schedule A shall be
     referred to herein as the "Incentive Bonus". The Incentive Bonus for each
     Fiscal Year shall be calculated as follows:


<TABLE>
<CAPTION>
                                            Incentive   Percentage of Annualized
               Pre-Tax Net Income             Bonus       Salary of $250,000
               ------------------           ---------   ------------------------
<S>                                         <C>         <C>
                $500,000 to $999,999           $12,500            5%
            $1,000,000 to $1,499,999           $25,000           10%
            $1,500,000 to $2,249,999           $55,000           22%
            $2,250,000 to $2,999,999           $87,500           35%
            $3,000,000 to $3,999,999          $130,000           52%
            $4,000,000 to $4,999,999          $175,000           70%
            $5,000,000 to $5,999,999          $212,500           85%
                $6,000,000 and above          $250,000          100%
</TABLE>


     Capri shall have its regularly retained independent auditor calculate the
     Pre-Tax Net Income as of the last day of each Fiscal Year and Officer's
     Incentive Bonus shall be based on those calculations. For the purposes of
     this Schedule A to the Employment Agreement:

     (1) "Pre-Tax Net Income" shall mean net income of Capri, on a consolidated
         basis, determined in accordance with generally accepted accounting
         principles consistently applied prior to the payment of or allowance
         for applicable corporate income taxes on such income; provided,
         however,




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         that Pre-Tax Net Income shall not include income from extraordinary
         items, as determined pursuant to generally accepted accounting
         principles.

     (2) In case of any dispute between Capri and Officer as to the amount of
         the Pre-Tax Net Income, the determination thereof by the independent
         auditor of Capri shall be binding and conclusive.

C.   That certain Schedule A To Employment Agreement Between Capri Corp. And
     Mehul Dave' dated July 1, 1999, is hereby superseded and replaced in full
     by this Schedule A effective July 1, 2000.



Capri Corp.:                                        Officer:


By: /s/ P. Balasubramanian                         By: /s/ Mehul J. Dave
   ----------------------------                       --------------------------
   P. Balasubramanian                                 Mehul J. Dave
   Executive Vice President




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