EXHIBIT 10.9

Offer of Employment -Mitchel Underseth

4

                                ORYX CONFIDENTIAL
[GRAPHIC OMITTED]


November 1, 1996



Mr. Mitchel Underseth
1776 Alameda Diablo
Diablo, CA. 94528

Dear Mitch:

I am pleased to present the following offer of regular full-time employment with
Oryx Technology Corporation:

1.    Title:                        Chief Financial Officer (CFO)

2.    Starting Date:                Two weeks after acceptance of offer or a 
                                    negotiated start date.

3.    Agreements
      Needed:                       None at this time

4.    Starting Salary:              $120,000/year paid semi-monthly

                                     $25,000  one time hire on bonus  paid after
                                     30 days of  employment.  Should  you  leave
                                     Oryx Technology Corporation for any reason,
                                     prior to completing one year of employment,
                                     this amount is to be reimbursed on a pro 
                                     rata basis based on the months of service
                                     completed.

5.    Incentives:                    You will receive 90,000 shares of stock in 
                                     Oryx Technology Corporation's  stock
                                     option  plan,  subject  to  approval  by 
                                     the Board of Directors. The shares are
                                     vested over a period of five years.

                                     You will be eligible to participate in the 
                                     Oryx Technology Corporation bonus plan that
                                     is currently being developed.

6. Benefits:                      o Major  medical plan as per Oryx
                                    in-house   policy  for  you,   plus   family
                                    dependents.  There is a contributory  amount
                                    paid  for you or your  dependents  depending
                                    upon  the  elected  HMO  or  PPO   coverage.
                                    Benefit coverage will begin the first of the
                                    month  following  completion  of 30  days of
                                    employment. You may opt out of the Oryx plan
                                    and receive a $300/month cash allowance (opt
                                    out     credit)     for     your     entire,
                                    self-administered coverage.

                              o     Vacation:   Two  weeks  after  one  year  of
                                    continuous  service.
                              o     Holidays:  Selected statutory  holidays as  
                                    observed by Oryx.  
                              o     401K  plan  employee   participation   to  a
                                    maximum  of  $9,500.00  a year.  
                              o     Optional participation   in  a  FSA  
                                    deferred  income account.  
                              o     Participation  in the  employee stock plan.

7.    Assignment of                 As per Oryx corporate policy, any patents, 
      Intellectual                  trade secrets, etc. will be
      Property:                     assigned to Oryx.
      

8.    Confidential Informa-         To be signed consistent with Oryx policy of 
      tion Agreement:               information protection.

9.    Business Conduct:             As per Oryx Published guidelines for all 
                                    employees and associates.

10.   Severance:                    Should your employment terminate
                                    for  any  reason,  other  than  a  voluntary
                                    resignation,  you are  guaranteed to receive
                                    six (6) months of  severance  pay.  Payments
                                    are  made  semi-monthly  during  the  normal
                                    paycheck distribution.

11.   Working conditions:          As per Oryx policies

12.   Performance Plan/
      Evaluation:                  There is an annual performance review cycle.

          Job  Description:  You  will be Oryx  Technology  Corporation's  Chief
Financial  Officer (CFO),  responsible for the Finance function of the corporate
holding company as well as direct and indirect  responsibility for the financial
operations in each of the subsidiaries.  Responsibilities  include  consolidated
reporting of several locations,  press releases,  and working with the corporate
and subsidiary Board of Directors.  As CFO, you will provide corporate financial
strategy and work with the financial community to improve the shareholders ROI.

Until  each  subsidiary  is  an  independent   operation,   you  will  have  the
responsibility for finance and controller activities including accounts payable,
accounts  receivable,  general ledger,  and the functions of Human Resources and
Administration.

All employment offers at Oryx Technology Corp. are contingent upon the applicant
completing  documentation  and providing  verification of eligibility to work in
the United States per the Public Law, the Immigration  Reform and Control Act of
1986.  Employment  is also  subject to your  completion  of an  application  for
employment and the company's proprietary information agreement; and agreement to
comply with the company's rules and policies.

I am  pleased  to make this  offer of  employment  and look  forward to a highly
successful  working  relationship.  If you have  any  questions,  please  do not
hesitate to contact me or any of the other  appropriate  executive  staff in the
corporation.  If you accept this offer,  please sign and return at your earliest
convenience

Sincerely,

/s/ Arvind Patel
Arvind Patel
President & CEO
Oryx Technology Corporation

Date: November 1, 1996




I accept this offer of full-time  regular  employment.  I understand  that I may
voluntarily   terminate  my  employment  at  any  time;  and  acknowledge  that,
correspondingly,  the  foregoing  does  not in any way  limit  the  right of the
company to terminate my employment at any time, for any reason.


                                                          Agreed to by:





                                                      /s/ Mitchel Underseth
                                                          Mitchel Underseth

  Date                                                    November 1, 1996