EMPLOYMENT AGREEMENT


      THIS AMENDED AND RESTATED AGREEMENT is made as of March 5, 1999 between 
CADAPULT GRAPHIC SYSTEMS INC., a New Jersey corporation with offices at 110 
Commerce Drive, Allendale, New Jersey 07401 ("Employer"), and DUNCAN HUYLER 
("Employee") residing at 551 Lattintown Road, Marlboro, New York 12542.


                             W I T N E S S E T H:

      WHEREAS, Employer desires to retain the services of Employee and 
Employee desires to be employed by Employer upon the terms and conditions 
hereinafter set forth;

      NOW THEREFORE, in consideration of the agreements herein contained, the 
parties hereto agree as follows:

      1.  EMPLOYMENT.  Employer hereby employs Employee, and Employee hereby 
agrees to serve, as Vice President of Technical Services of Employer, or such 
other position and with such title as Employer may reasonably designate, for 
the Term of Employment (as defined in Section 2).  Employee agrees to perform 
such services as are customary for such office or to such other offices as 
shall from time to time be assigned to Employee by Employer's Board of 
Directors or its designee, and, in the absence of such assignment, such 
services customary to such offices as are necessary to the operations of 
Employer.  Employee further agrees to use Employee's best efforts to promote 
the interest of Employer and to devote Employee's full business time and 
energies during normal business hours to the business and affairs of Employer 
during the Term of Employment.

      2.  TERM OF EMPLOYMENT.   The employment hereunder which commenced on 
May 1, 1998 and shall continue for a term of three (3) years (the "Term of 
Employment"), unless earlier terminated:  (a) upon death of Employee; (b) at 
the option of Employer upon 30 days' prior written notice to Employee, in the 
event Employee, by reason of physical injury or illness, is unable to 
materially perform his duties hereunder for a period of 60 days and has no 
proof of expectation of returning to work within a reasonable time 
thereafter; or (c) upon the discharge of Employee by the Board of Directors 
of Employer for "cause" (as defined in Section 7 hereof).  

      3.  COMPENSATION.

            A.  Base Salary.  As compensation for the services to be  
provided hereunder and in consideration of Employee's agreement not to 
compete as set forth in Section 4, during the Term of Employment, Employer 
shall pay Employee an annual salary of ninety-five thousand dollars ($95,000) 
with adjustments of not less than the change in the Consumer Price Index, or 
such greater amount as may be established by Employer's Board of Directors, 
which shall be payable in appropriate installments to conform with the 
regular payroll dates for salaried personnel of Employer. 

            B.  Incentive Earnings Bonus.  In addition to any bonus to be 
determined by the Board of Directors, Employee is eligible for certain 
incentive bonuses contingent upon certain corporate earnings milestones.  
Employee is hereby granted five year options to purchase 100,000 shares of 
the Company's common stock, par value $.001 per share.  These options will 
vest upon the achievement of certain corporate earnings milestones as set 
forth herein.  Options to purchase 25,000 shares at $2.00 per share shall 
vest following the first fiscal year end in which the Company's EBITDA 
exceeds $500,000; additional options to purchase 25,000 additional shares at 
$2.00 per share shall vest following the first fiscal year end in which the 
Company's EBITDA exceeds $1,000,000; additional options to purchase 25,000 
additional shares at $2.00 per share shall vest following the first fiscal 
year end in which the Company's EBITDA exceeds $1,500,000; and additional 
options to purchase 25,000 additional shares at $2.00 per share shall vest 
following the first fiscal year end in which the Company's EBITDA exceeds 
$2,000,000.  These options are cumulative and are subject to anti-dilution 
rights.   

            C.  Other Benefits.  Employee shall be entitled to the 
following fringe benefits, perquisites, and other benefits of employment 
during the Term of Employment to the extent that the Board of Directors 
determines such benefits are to be made available to Employer's employees in 
general:  (i) medical and dental insurance under such group medical and 
dental insurance policies as Employer may provide to its employees; (ii) sick 
days in accordance with Employer's policy regarding officers; (iii) up to 
four (4) weeks vacation in each year fully worked, and it is not to be deemed 
to have any cash value; (iv) participation in Employer's 401(k) plan or such 
other plan as Employer may adopt; and (v) participation in Employer's 
employee stock option plan when and if established.  

            D.  Payment Upon Early Termination.  In the event of early 
termination of employment for any reason specified in Section 7 hereof, 
Employer shall no longer be obligated to make any payments of compensation to 
Employee or Employee's estate under this Agreement.  However, any salary or 
bonus earned and/or vested for prior periods, but not yet paid, shall be paid 
by Employer to Employee or Employee's estate.  

            E.  Bonus.  Employee shall, during the term of this 
Agreement, be entitled to a performance bonus as the Board of Directors may 
determine from time to time.  A grant of any bonus or other compensation to 
another of Employer's employee, shall not be, in any way, interpreted so as 
to entitle Employee to such bonus or other compensation.

      4.  COVENANT NOT TO COMPETE; INTELLECTUAL PROPERTY; CONFIDENTIALITY.

            A.  Covenant Not to Compete and Solicit.  During the Term of 
Employment and for a period of three (3) years after termination of 
Employer's employment with Employee, Employee will not, within any 
jurisdiction in which Employer or any affiliate conducts its business 
operations, or in any way materially competing with Employer, directly or 
indirectly, own, manage, operate, control, be employed by or participate in 
the ownership, management, operation or control of, or be connected in any 
manner with, any business of the type or character engaged in or competitive 
with that conducted by Employer.  The decision of Employer's Board of 
Directors as to what constitutes a competing business shall be final and 
binding upon Employee, and such decision shall be made in good faith.  For 
these purposes, ownership by Employee or any affiliate of Employee of 
securities of a public company not in excess of 1% of any class of such 
securities shall not be considered to be competition with Employer. 

            For a period of three (3) years after termination of Employee's 
employment with Employer, Employee further agrees to refrain from 
interfering with the employment relationship between Employer and its other 
employees by soliciting any of such individuals to participate in any way in 
any other business ventures and agrees to refrain from soliciting business 
from any client or prospective client (as disclosed in a list to be provided 
to Employee by Employer at the time he ceases to be employed, which list 
shall be binding upon Employee) of Employer's for Employee's benefit or for 
any other entity.

            It is the desire and intent of the parties that if any provisions 
of this Section 4(A) shall be adjudicated to be invalid or unenforceable, 
this Section 4(A) shall be deemed amended to delete therefrom such provisions 
or portion adjudicated to be invalid or unenforceable, such amendment to 
apply only with respect to the operation of this paragraph in the particular 
jurisdiction in which  such adjudication is made.

            B.  Intellectual Property.  During the Term of Employment, 
Employee will disclose to Employer all ideas, inventions and business plans 
developed by Employee during such period which relates directly or indirectly 
to the business of Employer or affiliates, including without limitation any 
process, operation, product or improvement which may be patentable or 
copyrightable.  Employee agrees that such will be the property of Employer 
and that Employee will, at Employer's request and cost, do whatever is 
necessary to secure the rights thereto by patent, copyright or otherwise to 
Employer.

            C.  Confidentiality.  Employee agrees to not divulge to anyone 
(other than Employer or any other persons employed or designated by Employer) 
any knowledge or information of any type whatsoever of a confidential nature 
relating to the business of Employer or any of its subsidiaries or 
affiliates, including without limitation all types of trade secrets (unless 
readily ascertainable from public or published information or trade sources).  
Employee further agrees not to disclose, publish or make use of any such 
knowledge or information of a confidential nature without prior written 
consent of Employer. 

      5.  REIMBURSEMENT OF EXPENSES.  Employee shall be entitled to be 
reimbursed for pre-approved reasonable travel and other pre-approved expenses 
incurred in connection with Employee's services to Employer pursuant to and 
during the Term of Employment upon a basis consistent with the policies 
established or announced by Employer.

      6.  BREACH BY EMPLOYEE.  Both parties recognize that the services to be 
rendered under this Agreement by Employee are special, unique and 
extraordinary in character, and that in the event of a breach by Employee of 
the terms and conditions of this Agreement to be performed by Employee, or in 
the event Employee performs services during the Term of Employment for any 
person, firm, corporation or other entity engaged in a competing line of 
business with Employer, or otherwise breaches this Agreement, Employer shall 
be entitled, if it so elects, to take all actions, either in law or in 
equity, that it deems necessary to protect its rights and interests.

      7.  TERMINATION FOR CAUSE.  Employer may terminate Employee for cause 
upon ten days' prior written notice to Employee.  For purposes of this 
Agreement, an event or occurrence constituting "cause" shall mean:

            A.  Employee's willful failure or refusal after notice thereof, 
to perform specific directives of Employer's Board of Directors, when such 
directives are consistent with the scope and nature of Employee's duties and 
responsibilities as set forth in Section 1 and elsewhere herein;

            B.  Dishonesty of Employee affecting Employer;

            C.  Employee's conviction of a felony or of any crime involving 
moral turpitude, fraud or misrepresentation;

            D.  Any gross or wilful conduct of Employee resulting in 
substantial loss to Employer, substantial damage to Employer's reputation or 
theft from Employer;

            E.  Other than physical injury or illness, Employee's failure to 
perform the duties and responsibilities under this Agreement; or

            F.  Any material breach (not covered by any of the clauses (A) 
through (E)) of any of the provisions of this Agreement, causing damage to 
Employer, if such breach is not cured within ten days after written notice 
thereof to Employee by Employer.

      8.  ASSIGNMENT.  This Agreement is a personal contract and, except as 
specifically set forth herein, the rights and interests of Employee herein 
may not be sold, transferred, assigned, pledged or hypothecated by Employee.  
The rights and obligations of Employer hereunder shall be binding upon and 
run in favor of the successors and assigns of Employer.  In the event of any 
attempted assignment or transfer of rights hereunder contrary to the 
provisions hereof, Employer shall have no further liability for payments 
hereunder.  Employee specifically consents to assignment of this Agreement by 
Employer pursuant to any reorganization or business combination that Employer 
may effect hereafter.

      9.  GOVERNING LAW; CAPTIONS.  This Agreement contains the entire 
agreement between the parties and shall be governed by the laws of the State 
of New York.  It may not be changed orally, but only by agreement in writing 
signed by the party against whom enforcement of any waiver, change, 
modification or discharge is sought, and consented to in writing by the 
President of Employer.  Section headings are for convenience or reference 
only and shall not be considered a part of this Agreement.

      10.  PRIOR AGREEMENTS.  This Agreement supersedes and terminates all 
prior agreements between Employer and Employee relating to the subject matter 
herein addressed.

      11.  NOTICES.  Any notice or other communication required or permitted 
hereunder shall be sufficiently given if delivered in person to Employer by 
delivery to its Chairman of the Board of Directors or sent by telex, telecopy 
or by registered or certified mail, postage prepaid, addressed as follows: 

            If to Employee, to:
            Duncan Huyler
            551 Lattintown Road
            Marlboro, New York 12542.
            
            If to Employer, to:      
            Cadapult Graphic Systems Inc.
            Attn:  Michael Levin, President
            110 Commerce Drive
            Allendale, New Jersey 07401
            fax:  201-236-9320

      IN WITNESS WHEREOF, Employer has by its appropriate officer signed this 
Agreement and Employee has signed this Agreement, on and as of the date and 
year first above written.

                                   CADAPULT GRAPHIC SYSTEMS INC.


                                   By:  /s/ Michael W. Levin, 
                                      ---------------------------------------
                                      Michael W. Levin, Chairman of the Board


                                   EMPLOYEE

                                   /s/ Ducan Huyler
                                   ------------------------------------------
                                      Duncan Huyler