Oryx Technology Corp.
                              Employment Agreement

     Oryx Technology  Corp. (the  "Company"),  a duly  incorporated and existing
Delaware  corporation,  and Phillip J. Micciche ("Micciche" or "Executive"),  an
individual  residing  in  the  State  of  California,  hereby  enter  into  this
Employment  Agreement  ("Agreement")  on the date  set  forth  below.  Together,
Micciche and the Company are the only parties hereto.

     Whereas,  Company  desires  to keep  Micciche  as its  President  and Chief
Executive Officer ("CEO"); and

     Whereas,  Micciche  desires to continue as the Company's  President and CEO
under the terms and conditions set forth below.

     NOW THEREFORE, Micciche and Company agree as follows.

                                    ARTICLE 1
                                   DEFINITIONS

     1.1 "Base Salary" shall mean regular cash  compensation  paid on a periodic
basis, exclusive of benefits, bonuses or incentive payments.

     1.2 "Board" shall mean the Board of Directors of the Company.

     1.3  "Disability"  shall mean occurrence of both of the following:  (1) the
inability of Micciche to perform the essential  functions of his position  under
this  Agreement,  with reasonable  accommodation,  because of physical or mental
incapacity,  as reasonably  determined by the Company after  consultation with a
qualified  physician  selected  by  the  Company;  and  (2) a  determination  by
Company's  disability  insurance  carrier that Micciche is entitled to long term
disability benefits.

                                    ARTICLE 2
                           EMPLOYMENT, DUTIES AND TERM

     2.1  Employment.  Effective  on the Term  commencement  date in Section 2.3
below,  Company hereby retains  Micciche as the Company's  President and CEO and
Micciche hereby confirms his continuation in such employment positions. Micciche
shall work out of the Company's San Jose,  California  offices  (presently  4340
Almaden  Expressway,  Suite  220).  Company  shall not  change the San Jose Area
location  (including within commute distance  thereof) of Micciche's  employment
without Micciche's prior written consent.

     2.2 Duties. Micciche shall devote his primary attention and best efforts to
the Company and to  fulfilling  the duties of his position  which shall  include
such  duties as may from time to time be  assigned  him by the  Board.  Micciche
shall comply with the Company's  policies

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and procedures to the extent they are not inconsistent  with this Agreement,  in
which case the provisions of this Agreement shall prevail.

     2.3 Term.  This  Agreement  shall be  effective  for a two (2) year  period
commencing  on March 1, 2002 and ending on February  29,  2004,  unless  earlier
terminated pursuant to Article 4 of this Agreement (the "Term").

                                    ARTICLE 3
                       COMPENSATION, EXPENSES AND BENEFITS

     3.1 Base Salary.  For services  rendered under this Agreement from March 1,
2002  through the end of February  2004,  the Company  shall pay Micciche a Base
Salary of $16,667 per month,  in each case payable in accordance  with Company's
normal payroll  practices.  All amounts payable to Micciche under this Agreement
shall be reduced by such  amounts as are  required to be withheld by  applicable
law.

     3.2  Bonus/Additional  Option Grants.  Bonus or incentive  compensation and
additional  option  grants,  if any, shall be paid or granted to Micciche in the
sole discretion of the Board.

     3.3 Options.  If, at February 29, 2004,  Micciche is still  employed as the
Company's  President & CEO or serves on the Company's  Board of Directors,  then
all unvested  options which  Micciche  holds in the Company shall  automatically
vest.  Notwithstanding the foregoing, none of the provisions of this Section 3.3
shall  apply  if  Micciche  is  terminated  for  Cause by the  Company  from his
positions as President and CEO as set forth below in Section 4.2.

     3.4 Benefits.  During the Term, the Company shall pay for  Micciche's  long
term health  care  insurance  benefits  up to a maximum of $90,000.  The Company
shall also pay Micciche's other health insurance  benefits on the same terms and
conditions  as Company  pays same for all other  employees.  Such  benefits  may
change from time to time or may be eliminated without notice by the Company.

     3.5  Disability.  If  Micciche  shall  become  disabled  while  serving  as
President and CEO during the Term of this Agreement,  the Company shall continue
to pay Micciche's full salary during the Term.

     3.6 Car  Allowance.  The Company shall lease or purchase an automobile  for
Micciche's  use which shall not exceed a purchase  price of $65,000.  (1) At the
end of February  2002,  Micciche shall have the right (a) to extend the lease of
his  current  automobile  or (b) enter into a new lease for  another  automobile
and/or (2) (a) at the end of February, 2004 or (b) if earlier, the expiration or
termination of Micciche's employment,  Micciche shall have the right to purchase
any automobile then under lease by the Company for Micciche's  benefit at 80% of
its average Blue Book value.

<PAGE>

     3.7 Business  Expenses.  The Company shall, in accordance  with, and to the
extent of, its policies in effect from time to time,  reimburse all ordinary and
necessary  business expenses  reasonably  incurred by Micciche in performing his
duties as an employee of the Company, including,  without limitation, the use of
a cell phone,  provided that Micciche accounts promptly for such expenses to the
Company in the manner prescribed from time to time by the Company.

     3.8 Vacation,  Sick Leave.  Micciche shall be entitled to vacation and sick
leave according to the Company's standard policies and procedures.

     3.9 Change of Control.  During the Term hereof,  if Micciche is employed by
the Company at the time, upon the Company's  acquisition by a third party or the
sale of all or  substantially  all of the Company's assets to a third party, all
of Micciche's  unvested  options for the Company's  common stock,  if any, shall
automatically  vest. For purposes hereof,  an acquisition by a third party shall
be deemed to occur when the  Company is merged  with or into a third  party in a
merger or other form of business  combination  or  reorganization  such that the
Company's  stockholders  before such event do not control the resulting business
entity  after such  event.  For these  purposes,  control  shall mean  Company's
stockholders  before such event have either (x) majority  voting  control of the
resulting  business entity after such event or (y) a contractual right under the
acquisition  transaction  documents  to elect or  designate  a  majority  of the
resulting entity's Board of Directors after such event.

                                    ARTICLE 4
                                EARLY TERMINATION

     4.1 Early Termination. This Article 4 governs termination of this Agreement
at any time during the Term of this Agreement.

     4.2  Termination  for Cause.  The Company may terminate  this Agreement and
Micciche's  employment  only for  "Cause" as that term is defined  herein,  upon
written notice to Micciche.

         4.2.1   "Cause"  means  any  one  of  the  following:  (a)  fraud,  (b)
                 misrepresentation,  (c) theft or  embezzlement of the Company's
                 assets,  (d)  intentional  violations  of law  involving  moral
                 turpitude,   (e)  the   continued   failure  by   Micciche   to
                 satisfactorily  perform  his duties as  reasonably  assigned to
                 Micciche pursuant to Section 2.2 of this Agreement for a period
                 of  thirty   (30)  days   after  a  written   demand  for  such
                 satisfactory performance which specifically and with reasonable
                 detail  identifies  the manner in which it is alleged  Micciche
                 has  not  satisfactorily  performed  such  duties,  and (f) any
                 material breach of this Agreement.

         4.2.2   In the  event  of  termination  for  "Cause"  pursuant  to this
                 Section  4.2,  Micciche  shall be paid his Base  Salary and any
                 vacation  and sick  pay due  through  the  date of  termination
                 specified in any notice of termination.  In such case, Micciche
                 shall  not  be  entitled  to  any  additional  compensation  or

<PAGE>

                 severance  thereafter and Micciche shall not receive the rights
                 set forth in Section 3.3, 3.4, 3.5, 3.6, and/or 3.9 above.

     4.3  Termination  Without  Cause.  This Section 4.3 shall not be applicable
where  "Cause" for  termination  exists or in the event of  Micciche's  death or
Disability.

         4.3.1   Micciche may terminate this Agreement and Micciche's employment
                 at any time by giving at least 30 days'  written  notice to the
                 Company;  provided,  however,  that the Company  shall have the
                 option of making  termination of this Agreement and termination
                 of Micciche's employment effective immediately upon the date of
                 such  notice,  in which  case  Micciche  shall be paid his Base
                 Salary  through  such 30 day  notice  period.  If the notice of
                 termination  is  given by  Micciche  pursuant  to this  Section
                 4.3.1,  Micciche  shall be  entitled to receive his Base Salary
                 through  the date of  termination  and shall not be entitled to
                 any additional  compensation  or severance nor the benefits set
                 forth in Sections 3.3, 3.4, 3.5, and 3.6 above.

         4.3.2   The  Company  may  terminate   this  Agreement  and  Micciche's
                 employment at any time without  "Cause" upon giving Micciche at
                 least 30 days' written notice; provided,  however, that in such
                 case,  Micciche  shall be entitled to all the  benefits for the
                 remainder  of the  Term of this  Agreement  to  which  he would
                 otherwise be entitled  under  Sections 3.1, 3.3, 3.4, 3.5, 3.6,
                 3.7 and 3.8 as if he were still  employed at the Company as its
                 President  and CEO and ended his  employment  on  February  29,
                 2004.

     4.4  Termination  in the  Event of Death.  This  Agreement  and  Micciche's
employment shall terminate  immediately in the event of Micciche's death. In the
event of termination  due to Micciche's  death,  the Company shall pay an amount
equal to the sum of six months Base Salary as a lump sum to Micciche's estate as
soon as  practicable  following  the  Company's  receipt of notice of Micciche's
death. At Micciche's death, no further payments or other  consideration shall be
made by the Company to Micciche or his estate,  including,  without  limitation,
the benefits set forth in Section 3.3,3.4,3.5, and/or 3.6.

     4.5  Termination in the Event of Disability.  The Company shall be entitled
to  terminate  this  Agreement  and  Micciche's   employment   upon   Micciche's
Disability. In the event of termination due to Micciche's Disability, Micciche's
Base Salary shall be paid from such Disability  termination  date to the earlier
to occur of (x) six months thereafter or (y) the last day of February 2004.

<PAGE>

                                    ARTICLE 5

                        PROPRIETARY INFORMATION/CONFLICT
                          OF INTEREST/NON-SOLICITATION

     5.1 Proprietary  Information.  Micciche shall keep confidential,  except as
the Company may otherwise  consent in writing,  and not disclose or make any use
of  except  for the  benefit  of the  Company,  at any  time  either  during  or
subsequent to his employment by the Company,  any Proprietary  Information which
he may produce, obtain or otherwise acquire during the course of his employment.
As used  herein,  "Proprietary  Information"  shall  include any trade  secrets,
confidential information,  knowledge,  data, or other information of the Company
relating to its investments, customer lists, business plans, marketing plans and
strategies,  and pricing  strategies,  or other subject matter pertaining to any
business  of  the  Company  for  any  of its  clients,  customers,  consultants,
licensees or affiliates,  which  information is not in the public domain. In the
event of the  termination of Micciche's  employment  for any reason  whatsoever,
Micciche  shall promptly  return all records,  materials,  equipment,  drawings,
software and the like  pertaining to or embodying any  Proprietary  Information.
Proprietary Information shall exclude any publicly available information.

     5.2  Non-Solicitation  of  Company's  Employees.  Micciche  agrees that the
Company has invested  substantial  time and effort in  assembling  its staff and
personnel.  Accordingly, Micciche agrees that for a period of one (1) year after
termination of Micciche's employment for any reason, Micciche shall not directly
or indirectly  induce or solicit any of the  Company's  employees to leave their
employment or to become  employed by any other entity nor shall  Micciche  refer
any of the  Company's  employees  to any other  entity or person for purposes of
inducing or soliciting such employee(s) to leave the Company's  employment or to
become employed by any other person or entity.

     5.3 Assignment of Inventions.  All of Micciche's right,  title and interest
to any Covered Invention,  as that term is defined below, that Micciche makes or
conceives while employed by the Company,  belongs to the Company. This Agreement
operates as a  prospective  assignment  of all of those  rights to the  Company.
Micciche agrees to execute such documents and provide such reasonable assistance
as may be necessary to perfect this assignment.

     "Invention" means any idea, improvement, design, discovery or authored work
(whether software or other form), whether or not patentable or copyrightable, as
well as other newly  discovered or newly  applied  information  or concepts.  An
Invention  is a "Covered  Invention"  if it relates to the  Company's  actual or
anticipated business; or was developed in any part using the Company's resources
(time, supplies,  equipment,  facilities,  or data); or if it results from or is
suggested by a task assigned to, or work performed for the Company by, Micciche;
provided, however, if any term of this Section 5.3 shall be deemed unenforceable
under Cal.  Labor Code ss.  2870, a copy of which is attached in Exhibit A, such
term shall be ineffective  only to the extent of such  unenforceability  without
invalidating the remainder of any provision or the remaining  provisions of this
Section 5.3.

     5.4 Consent to Injunction.  Micciche  agrees that the Company will or would
suffer an irreparable  injury if Micciche were to violate or threaten to violate
Section 5.1,  Section 5.2, or Section 5.3 hereof and that the Company would,  by
reason of such breach or threat of breach, be entitled to injunctive relief in a
court of  appropriate  jurisdiction  and upon  proof  thereof,  Micciche  hereby
stipulates to the entering of such injunctive relief.

<PAGE>

     5.5 Other Obligations.  Micciche acknowledges that the Company from time to
time may have  agreements  with other  persons or with the U.S.  Government,  or
agencies  thereof,  which  impose  obligations  or  restrictions  on the Company
regarding  inventions made during the course of work thereunder or regarding the
confidential  nature  of such  work.  Micciche  agrees  to be  bound by all such
obligations and  restrictions  and to take all action necessary to discharge the
obligations of the Company thereunder.

     5.6 Executive's Representations.  Micciche represents and warrants that his
employment  by the Company does not and will not breach any agreement to keep in
confidence proprietary  information,  knowledge, or data acquired by Micciche in
confidence  or in trust prior to his  employment  with the Company,  nor does it
breach any restrictive covenant or non-competition agreement.  Micciche will not
disclose to the  Company,  or induce the  Company to use,  any  confidential  or
proprietary  information  or  material  belonging  to any  previous  employer or
others.  Micciche  agrees not to enter into any  written  or oral  agreement  in
conflict herewith.

     5.7 Conflict of Interest.  During  Micciche's  employment with the Company,
Micciche will engage in no activity or  employment  which will conflict with the
interests  of the  Company  and will  comply  with the  Company's  policies  and
guidelines pertaining to business conduct and ethics.

     5.8 Survival of Obligations. The provisions of this Article 5 shall survive
termination  of this  Agreement  and shall  survive  termination  of  Micciche's
employment.

                                    ARTICLE 6
                               GENERAL PROVISIONS

     6.1 Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the successors and assigns of the Company and each subsidiary,
whether by way of merger, consolidation,  operation of law, assignment, purchase
or other  acquisition of all or  substantially  all of the assets or business of
the  Company,   and  any  such   successor  or  assign  shall   absolutely   and
unconditionally  assume  all  of  the  Company's  obligations  hereunder.   This
Agreement  shall be  binding  upon and inure to the  benefit  of  Micciche,  his
administrators,  executors,  legatees,  and heirs.  In that this  Agreement is a
personal services contract, it shall not be assigned by Micciche.

     6.2 Notices. All notices,  requests and demands made pursuant hereto shall,
except as otherwise  specified  herein, be in writing and delivered or mailed to
any such party at, if to  Micciche,  his  address as set forth in the  Company's
personnel  records,  and, if to Company,  at its headquarters.  Either party may
change its  address,  by notice to the other party given in the manner set forth
in this Section 6.2. Any notice, if mailed properly addressed,  postage prepaid,
registered or certified mail, shall be deemed  dispatched on the registered date
or that date stamped on the certified mail receipt, and shall be deemed received
on the third business day thereafter or when it is actually received,  whichever
is sooner.

<PAGE>

     6.3 Caption.  The various  headings or captions in this  Agreement  are for
convenience  only and shall not affect the  meaning  or  interpretation  of this
Agreement.

     6.4 Governing Law/Forum. The validity, construction and performance of this
Agreement  shall  be  governed  by the  laws of the  State  of  California.  The
exclusive  forum for the litigation or arbitration of any dispute  arising under
this Agreement  shall be the  appropriate  state or federal court located in San
Jose, California.

     6.5 Arbitration.  Any dispute concerning the interpretation,  construction,
breach or enforcement  of this  Agreement or arising in any way from  Micciche's
employment with the Company or termination of such employment shall be submitted
to final and binding arbitration,  which shall be specifically enforceable. Such
arbitration  is to be  conducted  before  a  single  arbitrator  in  Palo  Alto,
California.  The  arbitration  shall  be  conducted  pursuant  to  the  American
Arbitration  Association  ("AAA") Commercial Dispute Resolution Rules.  Micciche
and the Company agree that, except as provided in Section 5.1 or 5.2 herein, the
procedures  outlined  in this  Section 6.5 are the  exclusive  method of dispute
resolution  regarding this Agreement and Micciche's  employment with the Company
or the termination  thereof.  No discovery shall be permitted in any arbitration
except an exchange of documents as may be ordered by the arbitrator.

     6.6 Attorney  Fees.  If any action at law, in equity or by  arbitration  is
taken to enforce or interpret the provisions of this  Agreement,  the prevailing
party shall be entitled  to  reasonable  attorneys'  fees,  costs and  necessary
disbursements  in  addition  to any  other  relief  to which  such  party may be
entitled, including fees and expenses on appeal.

     6.7 Construction. Wherever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this  Agreement  shall be prohibited by or invalid under
applicable law, such provision  shall be ineffective  only to the extent of such
prohibition or invalidity  without  invalidating the remainder of such provision
or the remaining provisions of this Agreement.

     6.8 Waivers.  No failure on the part of either  party to  exercise,  and no
delay in  exercising,  any right or remedy  hereunder  shall operate as a waiver
thereof;  nor  shall  any  single  or  partial  exercise  of any right or remedy
hereunder  preclude any other or further exercise thereof or the exercise of any
other right or remedy granted hereby or by any related document or by law.

     6.9  Modification.  This  Agreement may not be and shall not be modified or
amended except by written instrument signed by the parties hereto.

     6.10 Entire Agreement.  This Agreement constitutes the entire agreement and
understanding  between  the  parties as to its subject  matter.  This  Agreement
supersedes,  merges,  and voids all prior  agreements or  understandings  of the
parties  with  respect to the subject  matter

<PAGE>


hereof,  whether oral or written,  including but not limited to that  employment
agreement for the period ending February 28, 2002.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed and delivered as of the day and year first above written.



                                              Oryx Technology Corp.


/s/ Philip J. Micciche                        By:  /s/ Jay Haft
----------------------                             ------------
Phillip J. Micciche                                Jay Haft
                                                   Chairman
                                                   Compensation Committee




<PAGE>


                                    EXHIBIT A



                           California Labor Code 2870