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                                                                   EXHIBIT 10.17

  EMPLOYMENT AGREEMENT DATED APRIL 30, 1999 BY AND BETWEEN C2I AND
  DIANE E. HESSLER


[Letterhead of C2i Solutions, Inc.]

April 30, 1999

Diane E. Hessler
1717 Turnberry Drive
San Marcos, CA 92069

Dear Diane:

This letter is the "Second Amendment" to your employment letter dated September
18, 1997, as amended July 14, 1998, which set forth the basic terms and
conditions of your employment with Challenge 2000 International LLC, currently
known as C2i Solutions, Inc. as a result of a name change on September 30, 1997
("C2i").  Effective as of March 23, 1999, your employment letter is further
amended as follows:

          17.  TERMS OF EMPLOYMENT.  If you are terminated for any reason,
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          within a period of five years commencing on the date that you sign
          this Agreement, other than cause you will receive two year's salary
          continuation, payable with C2i's standard payroll practices, in lieu
          of notice. If you are terminated with cause within two years of the
          date that you sign this Agreement, you will receive six month's salary
          continuation, payable in accordance with C2i's standard payroll
          practices, in lieu of notice.

          If you resign 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.

This Second Amendment dated April 30, 1999, the employment letter dated
September 18, 1997, and the Amendment dated July 14, 1998 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or oral are superceded.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/ DIANE E. HESSLER
                                   --------------------
                                   Diane E. Hessler




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