EMPLOYMENT AGREEMENT

              THIS  EMPLOYMENT  AGREEMENT  ("Agreement"),  made and entered into
this 7th day of  September  of 2000  effective  January 1, 2000 (the  "Effective
Date"),   by  and  between  Prime  Companies,   Inc.,  a  Delaware   corporation
("Employer"), and Stephen Goodman, a resident of California ("Employee").

                                   WITNESSETH:

     WHEREAS,  Employer  is a  corporation  engaged in  business in the State of
Delaware and throughout the United States; and

     WHEREAS,  Employer  desires to employ  Employee  in the  capacity  of Chief
Financial Officer upon the terms and conditions hereinafter set forth; and

     WHEREAS,  Employee is willing to enter into this  Agreement with respect to
his employment and services upon the terms and conditions hereinafter set forth;

     NOW,  THEREFORE,  in  consideration of the mutual covenants and obligations
contained  herein,  Employer hereby employs Employee and Employee hereby accepts
such employment upon the terms and conditions set forth below.

1. Term of Employment.  The term of employment under this Agreement shall be for
a period of three (3) years, commencing on the Effective Date and terminating on
December 31, 2002, unless such employment is terminated or extended prior to the
expiration  of  said  period  as  hereinafter  provided.  Effective  as  of  the
expiration  of such  initial  three-year  term and as of each  anniversary  date
thereof, the term of this Agreement shall be extended for an additional one-year
period unless, not later than six (6) months prior to each such respective date,
either party hereto shall have given notice to the other that the term shall not
be so extended.  In the event of non-renewal,  and the  terminating  party shall
give notice of this  decision  not later than five and a half months  before the
anniversary date. Notwithstanding the foregoing, Employee's employment hereunder
may be earlier terminated as provided in ss.8 hereof.

2.       Duties of Employee.

         (a) Chief  Financial  Officer.  Employee agrees that during the term of
this  Agreement,  he will devote his  professional  and  business-related  time,
skills,  and best efforts to the businesses of Employer in the capacity of Chief
Financial  Officer  or in such  other  capacities  as  Employer  may  request of
Employee  hereafter  in writing.  The  initial  outline of duties  includes  the
following:

     (1)  To provide  financial  reporting to the  President as requested by the
          President  and to  Employer's  Board of  Directors  (the  "Board")  as
          requested by the Chairman;

     (2)  To keep or cause to be kept  adequate and correct books and records of
          accounts  of  the   properties  and  business   transactions   of  the
          corporation,  including accounts of its assets, liabilities, receipts,
          disbursements,  gains,  losses,  capital,  retained earnings,  shares,
          options,  dividends, etc. The books of account shall at all reasonable
          times be open to inspection by any director.

     (3)  The chief  financial  officer  shall (i) deposit  corporate  funds and
          other  valuables  in the  corporation's  name and to its  credit  with
          depositories designated by the board; (ii) disburse corporate funds as
          authorized by the board; and (iii) whenever  requested by the board or
          the chief executive  officer,  render a statement of the corporation's
          financial  condition  and  an  account  of  all  transactions  he  has
          conducted as chief financial officer.
<PAGE>

     (4)  The chief  financial  officer  shall be deemed the  treasurer  for any
          purpose requiring action by the corporation's treasurer.

     (5)  The chief financial  officer shall pay the expenses of  incorporation,
          organization,  and expansion, and to reimburse any persons who advance
          reimbursable  business  expense funds on behalf of the  corporation as
          approved by the President.

     (6)  In addition,  Employee  shall devote all  necessary  time and his best
          efforts in the  performance  of any other duties as may be assigned to
          him from time to time by the President and/or the Board including, but
          not limited to, serving on the Board if elected.

     If there are major  changes in the duties or  responsibilities  of Employee
from those  listed above that are not  mutually  agreed upon,  Employee may give
notice of  non-acceptance  specifying  the details of his  counter-proposal  and
request to negotiate a mutually acceptable compromise. If the Parties are unable
within  thirty  (30) days of the date of  Employee's  notice of  non-acceptance,
Employee  may give notice of his  intention to terminate  his  employment  which
shall become  effective  sixty (60) days  thereafter  absent a mutual  agreement
otherwise and absent  Employer's  withdrawal of the request for changed  duties,
thereby  re-establishing  the status quo ante.  Employee  agrees to  continue to
fulfill his  employment  obligations  throughout the entire period of employment
and to train conscientiously a replacement if so requested,  notwithstanding any
pending notice of termination.

     (b) Other Positions. Employer acknowledges and agrees that, during the term
of  this  Agreement,   Employee  will  devote  some  of  his   professional  and
business-related  time,  skills,  and best efforts to Prime Companies,  Inc. and
subsidiaries of Employer including Mid-Cal Express,  Inc. and Mid-Cal Logistics,
Inc., and that Employee will not receive compensation from such subsidiaries for
his services.  Notwithstanding the foregoing,  the Executive may make and manage
personal  business  investments  of his choice  and,  after  first  seeking  and
obtaining  Board  approval,  have a second job or serve in any capacity with any
civic, educational, or charitable organization, or any trade association.

3.  Compensation.  Employer  shall pay  Employee  an annual  base  salary of One
Hundred Thousand ($100,000.00) per annum (or fraction for portions of a year) to
be paid  semi-monthly  on or about the first and 15th of each  month.  Such base
salary  will be  adjusted  from time to time in  accordance  with  then  current
standard salary administration  guidelines of Employer.  Employee's salary shall
be subject to all appropriate  federal and state  withholding taxes and shall be
payable in accordance with the normal payroll procedures of Employer.

4. Fringe  Benefits.  The terms of this Agreement  shall not foreclose  Employee
from  participating  with other  employees of Employer in such fringe benefit or
incentive  compensation plans as may be authorized and adopted from time to time
by Employer;  provided, however, that Employee must meet any and all eligibility
provisions  required under said fringe benefit or incentive  compensation plans.
Employee may be granted such other fringe  benefits or  perquisites  as Employee
and Employer may from time to time agree upon. In addition,  Human Resources may
devise a job  specific  incentive  plan and  present  it to the  Board  and,  if
approved, to Employee.
<PAGE>

5. Vacations.  Employee shall be entitled to the number of paid vacation days in
each  calendar year as shall be determined by the Board from time to time. In no
event, however,  shall Employee be entitled to less than two weeks paid vacation
during each calendar year.

6.  Reimbursement  of Expenses.  Employer  recognizes  that  Employee will incur
legitimate  business  expenses in the course of  rendering  services to Employer
hereunder.  Accordingly, Employer shall reimburse Employee, upon presentation of
receipts or other  adequate  documentation,  for all  necessary  and  reasonable
business  expenses  incurred by Employee in the course of rendering  services to
Employer under this Agreement.

7. Working  Facilities.  Employee  shall be furnished an office,  and such other
facilities  and  services   suitable  to  his  position  and  adequate  for  the
performance  of his  duties,  which  shall be  consistent  with the  policies of
Employer.

8.  Termination.  The  employment  relationship  between  Employee  and Employer
created  hereunder shall  terminate  before the expiration of the stated term of
this Agreement upon the occurrence of any one of the following events:

         (a) Employee's Death or Permanent  Disability.  For the purpose of this
Agreement,   the  "permanent  disability"  of  Employee  shall  mean  Employee's
inability,  because of his injury,  illness,  or other  incapacity  (physical or
mental), to perform the essential functions of the position contemplated herein,
with or  without  reasonable  accommodation  to  Employee  with  respect to such
injury, illness, or other incapacity, for a continuous period of sixty (60) days
or for ninety (90) days out of a continuous  period of 360 days.  Such permanent
disability  shall be deemed to have occurred on the sixtieth (60th)  consecutive
day or on the  ninetieth  (90th) day within the specified  period,  whichever is
applicable.

         (b) Termination for Cause. The following events,  which for purposes of
this Agreement shall  constitute  "cause" for termination with the majority vote
of the Board:

     (1)  The willful breach by Employee of any provision of Sections 11, 12, or
          13 hereof or any act of fraud,  misappropriation,  or  embezzlement by
          Employee  with respect to any aspect of  Employer's  business or under
          circumstances that reflect adversely on Employer in the public eye, in
          each case in the Board's sole and  exclusive  determination,  shall be
          cause for immediate  termination  with  immediate  curtailment  of all
          compensation,  benefits within statutory limitations, and stock option
          rights.

     (2)  The willful breach by Employee of Section 2 hereof  (including but not
          limited to a refusal to follow  lawful  directives of the Board) after
          notice to  Employee  of the  details  thereof  and a period of 10 days
          thereafter  within  which  to cure  such  breach  and the  failure  of
          Employee to cure such breach to the Board's  satisfaction  within such
          10 day period;
<PAGE>

     (3)  The use of illegal drugs by Employee during the term of this Agreement
          that, in the sole and exclusive determination of the Board, interferes
          with  Employee's   performance  of  his  duties   hereunder  or  under
          circumstances that reflect adversely on Employer in the public eye;

     (4)  The  filing  of  a  petition  in  bankruptcy   court  for  bankruptcy,
          reorganization,  or rearrangement or an adjudication  that Employee is
          bankrupt;

     (5)  The  commencement  of  involuntary  proceedings  against  Employee for
          bankruptcy or appointment of a receiver because of insolvency;

     (6)  If the Employer  determines that employee has engaged in any dishonest
          conduct in the course of his  management  duties  including  by way of
          example and not by limitation  the knowing  receipt of kickbacks  from
          suppliers, misappropriation of corporate assets or opportunities, etc.

     (7)  If the  circumstances of Employee's  personal life,  whether or not in
          the course of management  duties,  reflects  adversely on the Employer
          such that it would be in the Employer's  best  interests,  in its sole
          discretion, to terminate its business relations with Employee.

     (8)  The dissolution of Employer's corporate status;

     (9)  Employee is  convicted  of or pleads  guilty or nolo  contendere  to a
          felony or misdemeanor involving financial misconduct, moral turpitude,
          controlled  substances,  or personal  injuries caused by driving under
          the influence;

     (10) Failure of performance by Employee that is repeated or continued after
          30 day  written  notice  to  Employee  of  such  failure  and  that is
          determined  by the Board to be  injurious to the business or interests
          of Employer and which failure is not cured by Employee  within such 30
          day period in the Board's sole determination.

         Any notice of discharge shall describe with reasonable  specificity the
cause or causes for the  termination  of Employee's  employment,  as well as the
effective date of the termination  (which effective date may be the date of such
notice). If Employer terminates Employee's employment for any of the reasons set
forth above, Employer shall have no further obligations hereunder from and after
the effective date of termination (other than as set forth below).

         (c)  Termination  by Employee with Notice.  Employee may terminate this
Agreement without liability to Employer arising from the resignation of Employee
upon a three (3) month written  notice to Employer.  Employer  retains the right
after proper notice of Employee's  voluntary  termination to require Employee to
cease employment immediately.  During such notice period, Employee shall provide
such  consulting  services to Employer as Employer  may  reasonably  request and
shall  assist  Employer in training  his  successor  and  generally  managing an
orderly transition.

         (d)  Termination  by Employer with Notice.  Employer may terminate this
Agreement  at any time,  with or without  cause,  upon  three (3) month  written
notice to Employee;  provided,  however,  upon such notice Employee shall not be
required to perform any services  for  Employer  other than during the period of
one (1) month immediately following the receipt of such notice of termination in
which  Employee  shall assist  Employer in training his  successor and generally
preparing for an orderly transition.
<PAGE>

9.       Compensation Upon Termination.


         (a) General.  Upon the termination of Employee's  employment under this
Agreement  before the  expiration  of the  stated  term  hereof for any  reason,
Employee  shall be entitled to (i) the salary earned by him before the effective
date of termination,  as provided in Section 3(a) hereof,  prorated on the basis
of the number of full days of service  rendered by  Employee  during the year to
the  effective  date of  termination,  (ii) any  accrued,  but unpaid,  vacation
benefits,  and (iii) any authorized but unreimbursed business expenses.  However
on termination,  Employee  automatically  forfeits any unvested fringe benefits,
dividends,  bonuses,  and  stock  options,  and any  vesting  schedule  shall be
adjusted on a pro rata basis parallel to ss.9(a)(i) above.

         (b) Death or  Disability.  In the event of  termination  of  employment
hereunder on account of Employee's  death or  disability,  Employee,  Employee's
heirs, estate, or personal  representatives  under law, as applicable,  shall be
entitled to the payment of Employee's Base Salary as in effect immediately prior
to death or disability for a period of not less than two calendar months and not
more than the earlier of six calendar months or the payment of benefits pursuant
to a life or  disability  insurance  policy,  if any,  purchased by Employer for
Employee. Employee, beneficiary, or estate shall not be required to remit to the
Company any payments received pursuant to any such insurance policy purchased by
Employer. Employee is encouraged to purchase life and/or disability insurance to
cover financial needs resulting from death or disability.

         (c) Termination For Cause. If the employment  relationship hereunder is
terminated by Employer for cause (as defined in Section 8(b)  hereof),  Employee
shall not be  entitled  to any  severance  compensation,  except as  provided in
Section 9(a) above, subject to offset and deductions for reasonably demonstrable
damages.

         (d) Termination by Employee with Notice. If the employment relationship
is  terminated  by Employee  pursuant to ss.8(c)  above,  Employer  shall remain
obligated to pay Employee his salary during the three (3) month notice period or
the remaining term of this Agreement, whichever is less.

         (e) Termination by Employer with Notice. If the employment relationship
is terminated by Employer pursuant to the provisions of ss.8(d) hereof, Employer
shall  remain  obligated  to pay  Employee  his  salary  during a nine (9) month
severance  period,  again  subject  to  offset  and  deductions  for  reasonably
demonstrable damages.

     (f) Survival.  The  provisions of Sections 9, 11, 12, 13, 14, and 20 hereof
shall survive the  termination of the employment  relationship,  irrespective of
the manner of termination absent a specific writing providing otherwise which is
signed by Employee  and the Board.  The Parties  agree that  Employee's  breach,
violation,  or threat of breach or  violation  of such  sections  will result in
immediate and irreparable  injury and harm to Employer,  and that Employer shall
have,  in addition to any and all remedies of law and other  consequences  under
this  Agreement,  the right to an  injunction,  specific  performance,  or other
equitable  relief  to  prevent  the  breach  or  violation  of  the  obligations
hereunder.
<PAGE>

     (g) Excise Tax Limit.  Notwithstanding  anything in this  Agreement  to the
contrary,  in the event it shall be determined  that any payment or distribution
by Employer or any other person or entity to or for the benefit of Employee is a
"parachute payment" (within the meaning of ss.280G of the Internal Revenue Code,
whether paid or payable or distributed or distributable pursuant to the terms of
this Agreement or otherwise (a "Payment") in connection with, or arising out of,
his  employment  with Employer or a change in ownership or effective  control of
Employer (within the meaning of ss.280G of the Code, and would be subject to the
excise tax  imposed by ss.4999 of the Code) (the  "Excise  Tax"),  the  Payments
shall be reduced to the extent  necessary so that such  remaining  Payment would
not be subject to the excise tax imposed by ss.4999 of the Code.

10.  Other  Agreements.  This  Agreement  shall be primary  with regard to other
agreements  between the Parties which are  inconsistent  in any way and shall be
deemed to alter the terms of any  executive  compensation  agreements,  deferred
compensation  agreements,  bonus agreements,  general employment benefits plans,
stock  option  plans,  and any other plans or  agreements  entered  into between
Employee and  Employer  pursuant to which  Employee  has been  granted  specific
rights, benefits, or options.

11.  Non-competition.  Employee agrees that, during his employment with Employer
and for a period of two (2) years from the date of termination of his employment
with  Employer,  he will not,  without the  approval  of the Board,  directly or
indirectly,  alone or as partner, joint venturer,  officer, director,  employee,
consultant,  agent,  independent  contractor,  or  stockholder  (other  than  as
provided below) of any company or business, engage in any "Competitive Business"
within any State of the United  States or Province of Canada where  Employer has
staff,  equipment,  or  facilities.  For  purposes  of the  foregoing,  the term
"Competitive  Business"  shall  mean any  business  directly  involved  in those
business activities  performed by Employer during Employee's  employment period.
Notwithstanding  the  foregoing,  Employee  shall not be  prohibited  during the
non-competition  period applicable above from acting as a passive investor where
he owns not more than five  percent (5%) of the issued and  outstanding  capital
stock of any publicly held company.

12.  Confidential Data.  Employee agrees that he will not at any time during the
Employment  Period or at any time  thereafter  for any reason,  in any  fashion,
form,  or  manner,  either  directly  or  indirectly,   divulge,   disclose,  or
communicate to any person, firm,  corporation,  or other business entity, in any
manner whatsoever,  any confidential information or trade secrets concerning the
business  of  Employer  including,   without  limiting  the  generality  of  the
foregoing,  the techniques,  methods, or systems of its operation or management,
any  information   regarding  its  financial  matters,  or  any  other  material
information concerning Employer's business,  its manner of operation,  its plans
or other material data including without limitation the confidential information
listed in  Exhibit  A. The  provisions  of this  Section  shall not apply to (i)
information  disclosed in the performance of Employee's duties to Employer based
on his good faith  belief that such a  disclosure  is in the best  interests  of
Company;  (ii)  information  that  is,  at the  time of the  disclosure,  public
knowledge;  (iii)  information  disseminated by Employer to third parties in the
ordinary course of business; (iv) information lawfully received by Employee from
a  third  party  who,  based  upon  inquiry  by  Employee,  is  not  bound  by a
confidential  relationship  to Employer;  or (v)  information  disclosed under a
requirement  of  law  or  as  directed  by  applicable  legal  authority  having
jurisdiction over the Executive.
<PAGE>

13. Non-solicitation of Customers/Employees. Employee covenants that, during his
employment  with  Employer  and for a period of two (2)  years  from the date of
termination  of his  employment  with  Employer,  he will  not (i)  directly  or
indirectly  induce or attempt to induce any  customer or employee of Employer to
terminate  his or her business  relations  with  Employer or (ii) without  prior
written  consent  of  Employer,  offer  business  relations  either on behalf of
himself  or on behalf  of any other  individual  or  entity to any  customer  or
employee of Employer or to any former customer or employee of Employer.

14. Property of Employer.  Employee  acknowledges  that from time to time in the
course of  providing  services  pursuant  to this  Agreement,  he shall have the
opportunity  to inspect,  create,  or use certain  property,  both  tangible and
intangible,  of Employer and Employee  hereby  agrees that such  property  shall
remain the exclusive  property of Employer,  and Employee shall have no right or
proprietary   interest  in  such  property,   whether  tangible  or  intangible,
including,  without limitation,  Employee's  confidential  information listed on
Exhibit  A. In  addition,  Employee  is  retained  in a  capacity  such that his
responsibilities   may  include   the  making  of   technical   and   managerial
contributions  of value to  Employer.  Employee  hereby  assigns to Employer all
rights,  title,  and  interest  in such  contributions  and  inventions  made or
conceived by Employee alone or jointly with others during the Employment Period,
which relate to the  Business.  This  assignment  shall include (a) the right to
file  and  prosecute  patent  applications  on  such  inventions  in any and all
countries,  (b) the patent  applications filed and patents issuing thereon,  and
(c) the right to obtain copyright,  trademark,  or trade name protection for any
such  work  product.  Employee  shall  promptly  and  fully  disclose  all  such
contributions  and  inventions to Employer and assist  Employer in obtaining and
protecting  the  rights  therein  (including  patents  thereon),  in any and all
countries; provided, however, that said contributions and inventions will be the
property  of  Company,  whether or not  patented or  registered  for  copyright,
trademark, or trade name protection, as the case may be. Inventions conceived by
the Executive that are not related to Employer's business or business activities
shall  remain  the  property  of the  Executive.  Employee  agrees  to return to
Employer all Employer property,  confidential/proprietary  information,  and all
copies of the same within five (5) days of employment termination.

15. Equitable Relief.  Employee acknowledges that the services to be rendered by
him  are  of  a  special,  unique,  unusual,  extraordinary,   and  intellectual
character,  which  gives them a  peculiar  value,  and the loss of which  cannot
reasonably or adequately be compensated in damages in an action at law, and that
a breach by him of any of the provisions  contained in this Agreement will cause
Employer irreparable injury and damage. By reason thereof,  Employee agrees that
Employer shall be entitled,  in addition to any other remedies it may have under
this Agreement or otherwise, to injunctive and other equitable relief to prevent
or curtail any breach of this Agreement by him. Employee hereby acknowledges and
agrees that  prohibitions set forth in ss.ss.11,  12, 13, and 14 are in addition
to, and not in lieu of, any rights or remedies that Employer may have  available
pursuant  to the laws of any  jurisdiction  or at  common  law to  prevent  such
violations,  and the enforcement by Employer of its rights and remedies pursuant
to this  Agreement  shall not be  construed  as a waiver of any other  rights or
available remedies that it may possess in law or equity absent this Agreement.
<PAGE>

16. "Change of Control." The terms of this  Agreement  shall remain in effect in
the event that (1)  Employer  becomes a  subsidiary  of another  corporation  or
entity  or is merged  or  consolidated  into  another  corporation  or entity or
substantially  all of the assets of Employer are sold to another  corporation or
entity; or (2) any person,  corporation,  partnership,  or other entity,  either
alone or in conjunction  with its  "affiliates," as that term is defined in Rule
405 of the General Rules and  Regulations  under the  Securities Act of 1933, as
amended,  or  other  group  of  persons,  corporations,  partnerships,  or other
entities  who are not  "affiliates"  but who are acting in concert,  becomes the
owner of record  or  beneficially  of  securities  of  Employer  that  represent
thirty-three  and  one-third  percent (33 1/3%) or more of the  combined  voting
power of Employer's then outstanding securities entitled to elect Directors.

                            MISCELLANEOUS PROVISIONS
                            ------------------------

17.  Non-Assignment;  Successors.  Neither  party  hereto  may assign his or its
rights or  delegate  his or its duties  under this  Agreement  without the prior
written consent of the other party; provided,  however, that: (i) this Agreement
shall inure to the benefit of and be binding upon the  successors and assigns of
the Company upon any sale of all or substantially  all of the Company's  assets,
or upon any merger, consolidation, or reorganization of the Company with or into
any other corporation,  all as though such successors and assigns of the Company
and their  respective  successors  and assigns were the Employer;  and (ii) this
Agreement shall inure to the benefit of and be binding upon the heirs,  assigns,
or designees of Employee to the extent of any payments due to them hereunder. As
used in this Agreement, the term "Employer" shall be deemed to refer to any such
successor or assign of the Company referred to in the preceding sentence.

18.  Severability and  Reformation.  The parties hereto intend all provisions of
this  Agreement  to be enforced  to the fullest  extent  permitted  by law.  If,
however,  any  provision of this  Agreement is held to be illegal,  invalid,  or
unenforceable  under present or future law, such provision  shall be reformed to
effect the fullest  possible extent of the provision that is legal,  valid,  and
enforceable.  In the event that even this is not possible,  such provision shall
be fully  severable,  and this  Agreement  shall be construed and enforced as if
such illegal,  invalid, or unenforceable provision were never a part hereof, and
the remaining  provisions shall remain in full force and effect and shall not be
affected  by  the  illegal,  invalid,  or  unenforceable  provision  or  by  its
severance.

19. Construction with Articles and Bylaws. Except as explicitly modified by this
Agreement,  the provisions of the Articles and Bylaws shall remain in full force
and effect.  Notwithstanding  the  foregoing,  the  provisions of this Agreement
shall be subject to the  provisions  of the  Articles  and shall  supersede  the
Bylaws only to the extent  inconsistent  herewith,  and the  Articles and Bylaws
shall be  construed  in a manner  that  gives  effect  to the  purposes  of this
Agreement and the intent of the parties hereto.

20.  Mandatory  Mediation/Arbitration.  Given the economies of time and money as
well as enhanced prospects of swiftly restoring amicable business relations,  in
the event of a breach, default, and/or dispute between the Parties in connection
with,  arising out of, or related to this  Agreement and any aspect of relations
between the Parties including without limitation whether an issue is arbitrable,
each Party agrees  exclusively to the following terms and conditions for dispute
resolution and claims for relief including injunctive or other equitable relief.
The Parties agree to take the following actions in the following order:

     (a)  Mediation.  The  Parties  shall agree upon a neutral  mediator  who is
mutually  acceptable  and may be selected  from those  mediators  offered by the
Judicial Arbitration Mediation  Services-Endispute ("JAMS") in Sacramento or San
Francisco, but there are advantages to finding a conveniently available mediator
close at hand who can readily  address and help resolve  problematic  matters at
the earliest  possible  stages.  If a mediator is not appointed and approved ten
(10) days after the date on which one or the other Party first seeks to retain a
mediator,  the mediator  shall be appointed by JAMS. The mediator shall have ten
(10) business days to resolve the matter; and

     (b) Arbitration.  If mediation  proves  unsuccessful and the matter has not
been resolved after ten (10) business days, any Party (the "Complaining  Party")
may seek  arbitration,  to which each Party hereby  agrees to submit to personal
jurisdiction, as follows:

     (1)  Notice of Request.  The Complaining Party shall notify in writing each
          party  involved  in the  matter  that  it is  seeking  arbitration  in
          accordance  with this Section.  There shall be a period of thirty (30)
          days after the date of such notice  during which the Parties  involved
          in the matter  shall  hold with the  mediator  at least (2)  mediation
          meetings.  If, after such thirty (30) day period as expired,  such two
          (2) additional  mediation  meetings have taken place and the matter is
          not  resolved,  the  Complaining  Party  may  proceed  with  a  formal
          arbitration.

     (2)  Mutual  Designation of the  Arbitrator.  The  Complaining  Party shall
          notify the other  Party that it elects to have the  dispute  heard and
          determined by a former judge of the  California  Superior or Appellate
          Courts retained by JAMS under JAMS rules and  procedures,  and request
          that a hearing be held to resolve the  controversy  within thirty (30)
          days  after the filing of the  application  or as soon  thereafter  as
          possible. The arbitration hearing shall be held in a place agreed upon
          between the Parties and if no such  agreement  is possible  within ten
          (10) days of  discussion,  the JAMS  arbitrator  shall  designate  the
          arbitration  site. The arbitrator  shall be required to grant a remedy
          specifically requested by a party to the arbitration, and he/she shall
          have  no   authority  to  fashion  a  remedy  that  has  not  been  so
          specifically requested.

     (3)  Expediting  Resolution.  Each Party  agrees  actively to expedite  the
          resolution  of the  dispute  with all  reasonable  efforts to secure a
          hearing  within  thirty (30) days after the filing of the  Arbitration
          Petition, or as soon thereafter as possible. In more complicated cases
          upon the Arbitrator's  consent,  each Party may serve a single request
          for  admissions,   interrogatories,  and  request  for  production  of
          documents in compliance with the California  Rules of Civil Procedure,
          and  the  arbitrator  shall  have  sole  and  complete  discretion  to
          determine any discovery disputes.

     (4)  Equitable  Relief.  In the  event of an  application  for a  temporary
          restraining order or other equitable relief,  each party agrees to any
          and all  measures  necessary  to  secure  a  hearing  within  ten (10)
          business  days of the  Notice  which  may  proceed  even  without  the
          responding Party's presence, subject to proof satisfactory to the JAMS
          arbitrator that notice was effected.
<PAGE>

     (5)  Arbitrator's  Decision  and  Confidentiality.   The  arbitrator  shall
          deliver a written  opinion  setting  forth  factual  findings  and the
          decision rationale which may be reduced to a judgment and filed in any
          court having  jurisdiction.  At the expense of the moving  party,  the
          arbitrator  shall  reconsider  the decision once upon a written motion
          submitted  and served  within ten (10)  business days of the decision.
          The  Confidentiality  provisions of this Agreement  shall apply to the
          arbitration proceeding, all evidence taken, and the opinion.

     (6)  The Losing Party. The arbitrator's  award or opinion shall identify by
          name  the  party or  parties  who  shall  not  have  prevailed  in the
          arbitration  (the  "Losing  Party").  In rendering  the decision  with
          respect to any state law claims,  the arbitrator  shall apply the laws
          of the  State of  California  without  regard  to the  application  of
          principles  of  conflicts  of law.  The  arbitrator  shall  assess all
          expenses of arbitration and mediation,  including but not specifically
          limited to all forms of mediator's fees,  arbitration fees, costs, and
          attorneys' fees in accordance with Paragraph 20(a) of this Agreement.

     (7)  Attorneys'  Fees  and  Costs.  The  costs  and  expenses  incurred  in
          connection with any attempt at mediation  described  above,  including
          JAMS' and the mediator  fees,  shall be shared  equally  among all the
          Parties  involved in such mediation,  with each party  responsible for
          its own attorneys'  fees, if the mediation  successfully  resolves the
          matter,  or if the matter is otherwise  resolved without  arbitration.
          However,  if  the  matter  is  arbitrated,  the  Losing  Party  in the
          arbitration  shall  pay  all the  mediation  costs  including  but not
          specifically  limited to the  mediator's  fees and  disbursements  and
          attorneys' fees of the parties who are not the Losing Party as well as
          all costs and expenses of arbitration  including but not  specifically
          limited to JAMS'  fees,  attorneys'  fees of  parties  who are not the
          Losing Party and costs,  plus  attorneys' fees incurred to enforce any
          award or opinion entered in any court having jurisdiction  thereof. If
          more than one party constitutes the Losing Party, as determined by the
          arbitrator, all such parties shall be jointly and severally liable for
          all costs and expenses of mediation and/or arbitration.

     (8)  Full Assessment as Incentive for Resolution by Mediation. For purposes
          of this Section,  the phrase "costs and expenses"  shall  include,  in
          addition to those items  enumerated  above,  discovery  costs, air and
          ground transportation,  lodging,  meals, and related items advanced or
          incurred by necessary  parties to the  arbitration  and by  witnesses,
          investigators,  accountants,  and attorneys  participating  in the who
          reside outside Northern California.  For purposes of this Section, the
          term  "attorney's  fees"  shall mean the full and  actual  cost of any
          legal services  actually  performed in connection  with the matter for
          which such fees are sought,  calculated on the basis of the usual fees
          charged by the attorneys performing such services, and such fees shall
          not be limited  to  "reasonable  attorney's  fees" as that term may be
          defined by statutory or decisional  authority.  Judgment on such award
          may be  entered  in any court  having  jurisdiction  over the  subject
          matter  of  the  controversy   and  shall   thereafter  be  deemed  an
          enforceable judgment.
<PAGE>

(c)  Enforceability.   This  Agreement  will  be  enforceable,  the  arbitration
order/award  will be final,  and judgment thereon may be entered in any court of
competent jurisdiction.  Any complaint,  adversarial claim, or action related to
this Agreement  prosecuted in any  jurisdiction  or forum other than as provided
herein shall be null and void.


(d)  Survivability.  This  provision  shall  survive  the  termination  of  this
Agreement. This agreement to arbitrate shall be specifically  enforceable,  each
Party  waiving  rights to jury trial and appeal in the  interests of  maximizing
economy,  privacy,  and swift resolution while minimizing expense,  hostilities,
and delay.


21. Notices.  All notices and other  communications  required or permitted to be
given  hereunder shall be in writing and shall be deemed to have been duly given
if delivered personally,  mailed by certified mail (return receipt requested) or
sent by overnight delivery service,  cable, telegram,  facsimile transmission or
telex to the parties at the  following  addresses or at such other  addresses as
shall be specified by the parties by like notice:

                  (a)      If to Employer:  Prime Companies, Inc.
                                            409 Center Street
                                            Yuba City, CA 95991
                                            (530) 755-3580
                                            Facsimile: (530) 671-3215
                                            e-mail: adminpri@primecompanies.com

                  (b)      If to Employee:  Stephen Goodman
                                            412 Kirby Court
                                            Walnut Creek, CA 94598
                                            (925) 518-5900
                                            Facsimile: (925) 472-0143
                                            e-mail: sg@prepaid.cx
                                                    -------------

                  (c)      and in all cases to: Mr. Irving Pfeffer, Esq.
                                                155 Montgomery Street, Suite 609
                                                San Francisco, CA  94104
                                                (415) 296-7272
                                                Facsimile: (415) 296-8780
                                                e-mail: pfefferlaw@aol.com

or to such other  respective  addresses as the Parties hereto shall designate to
the other by like notice,  provided  that notice of a change of address shall be
effective only upon receipt thereof.

         Notice  so given  shall,  in the case of  notice  so given by mail,  be
deemed to be given and received on the fourth calendar day after posting, in the
case of notice so given by  overnight  delivery  service,  on the date of actual
delivery  and,  in the case of  notice so given by  cable,  telegram,  facsimile
transmission,  telex, or personal delivery,  on the date of actual  transmission
or, as the case may be, personal delivery, in each case followed by posting with
the U. S. Postal  Service by certified  mail.  The Parties  further  consent and
agree that notice given  pursuant to this section shall be effective in securing
personal jurisdiction for dispute resolution with JAMS.
<PAGE>

22. Further  Actions.  Whether or not  specifically  required under the terms of
this  Agreement,  each Party hereto shall execute and deliver such documents and
take such  further  actions  as shall be  necessary  in order for such  party to
perform all of his or its  obligations  specified  herein or reasonably  implied
from the terms hereof.

23. Waiver of Breach.  Any waiver of any breach of this  Agreement  shall not be
construed to be a continuing  waiver or consent to any subsequent  breach on the
part either of the Employee or Employer.

24.  Governing  Law.  This  agreement  shall be  governed  by and  construed  in
accordance with the internal law, and not the law of conflicts,  of the State of
California.

25.  Assignment.  This Agreement is personal to Employee and may not be assigned
in any way by  Employee  without the prior  written  consent of  Employer.  This
Agreement  shall not be  assignable  or delegable by Employer,  other than to an
affiliate  of  Employer,  except if there is a Change of  Control  as defined in
Section 16,  Employer  may assign its rights and  obligations  hereunder  to the
person, corporation, partnership or other entity that has gained such control.

26.  Interpretation.  Neither this  Agreement nor any  amendment  hereto nor any
uncertainty  or ambiguity  herein  shall be  construed  or resolved  against the
Company or Employee, whether under any rule of construction or otherwise. On the
contrary,  this Agreement and any amendment has been reviewed by all parties and
shall be construed  and  interpreted  according  to the ordinary  meaning of the
words used so as to fairly accomplish the purposes and intentions of the parties
hereto.  The normal rule of  construction to the effect that any ambiguities are
to be resolved  against the drafting party shall not be used in the construction
or the interpretation of this Agreement or any amendments hereto.

27. Entire  Agreement & Modification.  This Agreement  merges and supersedes all
prior agreements,  negotiations,  warranties,  and representations by or between
the Parties on the subjects addressed herein,  whether oral,  written,  or both,
and  constitutes the entire  understanding  with respect to this subject matter.
This  Agreement may be modified  only with a writing  signed by both Parties and
approved  by the  Board,  may be  signed in  counterparts,  and may be deemed an
original including signature pages even in facsimile copy. No promise, warranty,
representation,  or amendment  shall be binding  unless in writing and signed by
the Party to be charged.

28.  Good  Faith.  The Parties  intend and agree that their  respective  rights,
duties,  powers,  liabilities,  obligations,  and  discretionary  acts  shall be
performed,  carried out, discharged,  and exercised reasonably in good faith and
in fair  dealing  with  the  other  Party,  shareholders,  directors,  officers,
employees, customers, and suppliers of the Company.

         IN WITNESS WHEREOF, the Parties hereto have executed this Agreement.

PRIME COMPANIES, INC.


By: /s/ Norbert Lima                            By: /s/ Stephen Goodman
    ----------------                                 -------------------
Name: Norbert J. Lima                           Name: Stephen Goodman
Title: Chief Executive Officer                  Title: Chief Financial Officer
<PAGE>

EMPLOYEE:                                       APPROVED BY THE BOARD:



By: /s/ Stephen Goodman                         By:/s/ Norbert Lima
    -------------------                            ----------------
     Stephen Goodman

                                                 Name: Norbert Lima, Chairman
                                                      ----------------------



<PAGE>


EXHIBIT A - CONFIDENTIAL/PROPRIETARY INFORMATION

     Generally,  Employer's  confidential and propriety information includes all
property,  tangible  and  intangible,  regardless  of  how  stored  in  writing,
magnetically encoded, photographic,  laser imprinted, or computerized, etc. Upon
termination  of  employment,  Employee  shall be  entitled  only to  remove  his
personal    belongings.    More    specifically    but    without    limitation,
Confidential/Proprietary Information includes the following:

1.   All Employer  trade  secrets and all  business  plans  including  strategic
     plans, product plans,  marketing plans,  financial plans,  operating plans,
     resource plans,  all research and development  plans including all records,
     data,  illustrations,  computer files, and any other documentation produced
     by or related to such efforts;

2.   All Employer business records including customer,  supplier,  and personnel
     lists and  information,  all  internally  prepared  documents,  all  sales,
     accounting, and business activity records and files;

3.   All documents,  software,  records,  files, internal policies,  procedures,
     methods,  and  approaches  which have been developed or adopted by to Prime
     Companies, Inc. and are not public.

3.   Any information relating to the marketing, pricing, contracts, discounting,
     employment,  job  responsibility,   performance,  salaries,  and  personnel
     compensation of any other employee with Employer.

4.   Any information, knowledge, or data that Employee receives in confidence or
     acquires  from  employer or its staff or  customers  or that  Employee  may
     develop  during the course of his  employment  and which relates to or is a
     trade  secret of the company or its  customers  as  contained  in formulas,
     patterns,  toolings, devices, processes,  methods, machines,  compositions,
     discoveries,  inventions,  designs,  compilations of information,  records,
     specifications, customer/employee/supplier lists, or otherwise.