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                                                                  EXHIBIT 99(E)

                         EXECUTIVE VP SALES & MARKETING
                         ------------------------------
                                        

RESPONSIBILITIES

Provide strategic direction and management of the Sales & Marketing
organizations, and provide directions to the Product Management and Business
Development departments towards a cohesive and responsive market leading
position.

Represent OSI market strategy to industry experts, investment community, and
customer executive management.

Management oversignt responsibility including Regional Sales VP's (APO, Global &
Americas), VP of Marketing, and VP of Business Development. Build and manage
this team to maximize the recognition and acceptance of OSI products into the
marketplace through all sales & distribution channels.

Strategic Planning to include working with CTO and CEO's to ensure that company
is developing, refining, and implementing a strategic plan consistent with the
goals of the shareholders.


COMPENSATION (FOR CALENDAR YEAR 1998)

Target at 120% of street average = $500K

Base pay - $175K/yr.

Target MBO bonus - $100K/yr. - paid quarterly

Target Bookings bonus - $90K/yr. - paid quarterly

Revenue Commission - $135K/yr. - earned at billing; paid on receipt of cash

New Options:

     200K shares on a 7 yr. vesting program

     Vesting - None of these shares vest until 1/1/99, at which time 1/7 vest
     and the remainder vest in equal monthly amounts such that the last
     increment ends 6 years later. In other words standard OSI vesting over 7
     years.


MBO'S

MBO Bonuses will be $100K maximum for calendar year 1998. This plan is subject
to adjustments in June.

     DSO's

     No bonus is paid in any quarter in which DSO's are over 100 days. $2,000 is
     paid when DSO's are between 90 and 100 days. $10,000 is paid when DSO's are
     less than 90 and over 60 days. $12,000 is paid when DSO's are equal to or
     less than 60 days.
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Product Mix Goal is 70% License and 30% Services
              (NetExpert functionality must increase to accomplish)
 
                         Q3      Q4      Q1      Q2
                         --      --      --      --  
 
          L:S ratio      60:40   63:37   67:33   70:30
          bonus          $7,500  $7,500  $7,500  $7,500

Market Focus

Goal is based on the strategy to focus primarily on wireless and emerging
carriers. If each quarter's wireless % of company revenue is 30% or greater than
a $3,500 bonus will be paid. If emerging carriers % is over 40% then $4,000
bonus will be paid.

The following are based on whole company bookings and revenues.


TARGET BOOKING BONUS

This bonus has a potential of $90K/yr and is based on premise that we must book
significantly more than we bill quarter over quarter next year. If the Book to
Bill ratio is 1.5 or better where Bill is the previous quarter's billing, then
$22.5K bonus will be paid.


REVENUE COMMISSION  ($135K Target Range)

     At less than 75% of Street Average in a quarter no commission is paid that
quarter. Otherwise base commission rate.

                    CQASR = Current Quarter Average Street Revenue

                                             $135,000 x 100
                                             --------------
                    Base % Commission/Qtr =     CQASR x 4

     If Actual Current Quarter Revenue = 75% of CQASR the commission equal 75%
of Base Commission. If Actual Current Quarter Revenue equals 120% of CQASR then
commission equals base commission. Commission in-between are linearly
proportional to the ratio of actual Revenue to CQASR. If Actual Current
Quarterly Revenue is over 120% CQASR then commissions are 150% of base for al1
revenues.

Commissions paid upon cash receipt.
Old plan commissions paid in this Q3 then new plan commissions paid through next
Q3.
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CONTRACT TERMS

A two (2) year employment contract renewed every year with annual target
compensation to be determined by compensation committee.  In the event of
termination, or failure to renew the contract within thirty (30) days of the
annual anniversary date, base salary will be paid for the remaining term of the
contract, and acceleration of the stock vesting for all options which would have
vested during the remainder of the then current contract term.


RELOCATION

The company will reimburse all costs associated with moving to Folsom, including
Realtor fee's and closing costs incurred for selling home in Seattle, and
purchasing a home in Folsom.  In the event of involuntary termination in the
first twenty-four (24) months, the company will absorb any cost associated with
selling the home in Folsom.



_____________________________
Richard G. Vento



_____________________________
Tom L. Johnson



_____________________________
Jim K. Souders