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                                                                   EXHIBIT 10.16

  EMPLOYMENT AGREEMENT DATED APRIL 30, 1999 BY AND BETWEEN C2I
  AND THOMAS M. HARTMAN

[Letterhead of C2i Solutions, Inc.]

April 30, 1999

Thomas M. Hartman
7145-F Calabria Court
San Diego, CA 92122

Dear Thomas:

This letter is the "Amendment" to your employment letter dated January 19, 1999,
which set forth the basic terms and conditions of your employment with C2i
Solutions, Inc. ("C2i").  Effective as of March 23, 1999, your employment letter
is amended as follows:

     17.  TERMS OF EMPLOYMENT.  The term of this Agreement is at will.  C2i may
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     terminate your employment with or without cause at any time.  If you are
     terminated for any reason, within a period of five years commencing on the
     date that you sign this Agreement, other than cause you will receive six
     month's salary continuation, payable in accordance with C2i's standard
     payroll practices, in lieu of notice.

     If you resign or are terminated for cause you shall not be entitled to
     salary continuation. Upon any termination, or resignation, you shall be
     entitled to payment for accrued vacation and for salary and bonuses accrued
     for service actually rendered prior to the date of such termination.

     For purposes of this Agreement "cause" shall mean (i) a willful failure by
     you to substantially perform your duties, other than a failure resulting
     from your complete or partial incapacity due to physical or mental illness
     or impairment, or (ii) a willful act by you which constitutes gross
     misconduct and which is materially injurious to C2i.

     All stock option grants to you of Common Stock of C2i Solutions, Inc. will
     continue to vest with your continued employment.  If your employment is
     terminated by C2i during this five year period for any reason other than
     cause you will then have a minimum of 60 days from the termination date in
     which to exercise your options, in accordance with the terms of the Option
     Agreements.

This Amendment dated April 30, 1999, and the employment letter dated January 19,
1999 constitute the entire agreement between the parties.  All prior agreements
or understandings, written or oral are superceded.

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In order to confirm your acceptance of this Amendment, please sign and return
this letter no later than Friday, May 7, 1999, at 5:00 P.M. PDT.  If there is
any matter in this letter, which you wish to discuss further, please do not
hesitate to speak to me.

                              Very truly yours,
                              C2i Solutions, Inc.


                              By:  /s/ JOHN ANTHONY WHALEN, JR.
                                   ----------------------------
                                   John Anthony Whalen, Jr.
                                   President/CEO


JAW/deh

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     I agree to the terms of employment set forth in this Amendment.

Dated:  April 30, 1999
                                   /s/ THOMAS M. HARTMAN
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                                   Thomas M. Hartman



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