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                                                                    EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT (this "Agreement"), effective as of January 1,
2000, between Micro-ASI, Inc., a corporation (the "Company"), and Joel E.
Claybrook, an individual residing in Dallas, Texas (the "Employee").

         WHEREAS, the Board of Directors of the Company desires to assure that
key executives devote their time and attention to the Company without regard to
concerns about an involuntary loss of employment without cause, and to assure
the continuity and cooperation of management in the event of a change in
ownership and the continued attention of Employee to his duties without any
distraction arising out of the circumstances surrounding a change or potential
change in ownership; and,
         WHEREAS, the Company and Employee desire to enter into this Agreement
to protect Employee against an involuntary termination of employment without
cause, to recognize the additional efforts of Employee that may be necessary to
assist in and prepare for any potential change in ownership, and to encourage
Employee to diligently perform his duties and responsibilities to ensure a
smooth transition for any change in ownership;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the Company and the Employee hereby agree as follows:

         1. Employment. The Company agrees to employ the Employee and the
Employee agrees to be employed by the Company, for the period set forth in
Paragraph 2, in the position and with the duties and responsibilities set forth
in Paragraph 3, and upon the other terms and conditions herein provided.

         2. Term. The employment of the Employee by the Company as provided in
Paragraph 1 shall be for a period of four (4) years commencing on the effective
date of this Agreement through and ending on December 31, 2003, unless sooner
terminated as herein provided (the "Employment Term"). Each twelve-month period
running from January 1 to December 31 during the Employment Term shall be
referred to herein as an "Annual Period".

         3. Position and Duties.

         (a) During the Employment Term, the Employee shall serve as Chief
Executive Officer of the Company. In addition, the Employee shall have such
other duties, functions, responsibilities, and authority as are from time to
time delegated to the Employee by the Board of Directors of the Company,
provided that such duties, functions, responsibilities, and authority are
reasonable and customary for a person serving in the aforesaid position or
office of an enterprise comparable to the Company.

         (b) During the Employment Term, the Employee shall devote his full
time, skill, and attention and his best efforts to the business and affairs of
the Company to the extent necessary to discharge fully, faithfully and
efficiently the duties and responsibilities delegated and assigned to the
Employee herein or pursuant hereto, except for usual, ordinary, and customary
periods of vacation and absence due to illness or other disability. In this
Agreement, "full time" does not necessarily require that the Employee spend a
specific number of hours per working day or a specific number of days per week
at the Company's executive offices or otherwise in performing his duties and
responsibilities hereunder, but the Employee need only perform his duties and
responsibilities as such times as are necessary. In addition, nothing in this
Agreement prohibits the Employee's (i) serving as a director of other entities
that are not competitive with


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the Company, (ii) involvement in community or charitable activities, or, (iii)
personal or family investment-related activities.

         (c) In connection with the Employee's employment by the Company under
this Agreement, the Employee shall be based at the principal executive offices
of the Company in Dallas, Texas, except for such reasonable travel as the
performance of the Employee's duties in the business of the Company may require.

         (d) All services that the Employee may render to the Company or any of
its subsidiaries or affiliates in any capacity during the Employment Term shall
be deemed to be services required by this Agreement and consideration for the
compensation provided for herein.

         4. Compensation and Related Matters.

         (a) Base Salary. During each Annual Period of the Employment Term, the
Company shall pay to the Employee for his services hereunder a base salary
("Base Salary") of $180,000. The Employee's Base Salary shall be payable in
installments in accordance with the general payroll practices of the Company, or
as otherwise mutually agreed upon. The Employee's Base Salary shall be subject
to such other increases as may be determined from time to time by the Board of
Directors of the Company in its sole discretion, but in no event shall the
Company pay the Employee a Base Salary at a rate less than that set forth in the
first sentence of this Section 4(a).

         (b) Employee Benefits. During the Employment Term, the Employee shall
be entitled to participate in all employee benefit plans, programs and
arrangements that are generally made available by the Company to its senior
executives, including, without limitation, the Company's life, long-term
disability and health/PPO plans and the Company's stock option and other equity
incentive plans. The Employee agrees to cooperate and participate in any medical
or physical examinations as may be required by any insurance company in
connection with the applications for such life and/or disability insurance
policies.

         (c) Expenses. During the Employment Term, the Employee shall be
entitled to receive prompt reimbursement upon a timely basis (according to the
then-current practices of the Company) for all reasonable expenses incurred by
the Employee in performing his duties and responsibilities hereunder upon the
presentation by the Employee of an accounting of such expenditures, including
receipts where required by Company policy or federal income tax regulations.

         (d) Vacations. During the Employment Term, the Employee shall be
entitled to six (6) weeks of paid vacation each year. The Employee shall also be
entitled to all paid holidays given by the Company to its senior executives. The
Employee agrees to utilize his vacation at such time or times as are (i)
consistent with the proper performance of his duties and responsibilities
hereunder and (ii) mutually convenient for the Company and the Employee.

         (e) Board Seat. So long as the Employee remains an employee of the
Company, the Company agrees to use its best efforts to cause the Employee to be
nominated for election to the Company's Board of Directors at each annual or
special meeting of the stockholders of the Company at which the general election
of directors of the Company is to take place and to use its best efforts to
cause the Employee to be so elected to such Board of Directors.


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         (f) Indemnification. The Employee, in any capacity on behalf of the
Company or any of its subsidiaries or affiliates, shall be entitled to
exculpation, indemnification, and advancement of expenses to the fullest extent
not prohibited by law. The Employee shall also be entitled to coverage under
each directors' and officers' liability insurance policy, if any, maintained by
or on behalf of the Company's directors and officers.

         5. Termination of Employment.

         (a) Death. The Employee's employment hereunder shall terminate
automatically upon his death.

         (b) Disability. If the Disability (as defined below) of the Employee
occurs during the Employment Term, the Company may notify the Employee of the
Company's intention to terminate the Employee's employment hereunder for
Disability. In such event, the Employee's employment hereunder shall terminate
effective on the 15th day following the date such notice of termination is
received by the Employee (the "Disability Effective Date"). For purposes of this
Agreement a disability occurs if the Employee is determined to be "totally
disabled" by a vote of at least 80% of the Board of Directors of the Company
(excluding Employee) based upon the advice of a board-certified physician
reasonably satisfactory to Employee, which may include a determination that the
Employee is unable, because of physical or mental illness or incapacity or
otherwise, to fulfill his duties under this Agreement for 180 consecutive days
or appears unable to perform such duties for an indefinite period of time in
excess of 180 days.

         (c) Termination by Company.

             (i) For Cause Termination. The Company may terminate the Employee's
         employment hereunder for Cause (as defined below) in accordance with
         the following procedure (a "For Cause Termination"):

                 (A) Cause Defined. "Cause" shall only mean: (1) the employee is
             convicted of fraud, embezzlement, theft or other criminal conduct
             against the Company and such conviction is final and
             non-appealable, or (2) willful misconduct or gross negligence in
             the performance of, or willful neglect of, the Employee's duties,
             which has caused demonstrable and serious injury to the Company.

                 (B) Required Notice. A termination for Cause shall not take
             effect unless the following has occurred:

                     (1) the Board of Directors has given Employee written
                 notice of its intention to terminate Employee for Cause,
                 specifying with particularity the grounds on which the proposed
                 termination for Cause is contemplated, which shall be acts or
                 failures to act on the part of Employee which occurred no more
                 than six months prior to the Board having knowledge of such
                 acts or failures to act;

                     (2) the Employee shall have 30 days after such written
                 notice to cure such conduct;


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                     (3) if Employee fails to cure such conduct, Employee shall
                 have the right to request, by notice to the Secretary of the
                 Company given within ten days after Employee receives notice
                 from the Board that he has not cured the conduct within the
                 period described in subsection (b) above, the hearing before
                 the full Board of Directors, with his counsel; and

                     (4) if, within five days after Employee's hearing by the
                 Board, he receives a certified copy of a resolution duly
                 adopted by 80% of the full Board (exclusive of Employee)
                 confirming that in its judgment the grounds for termination for
                 (Cause) described in the initial notice given under subsection
                 (a) above are justified, the Employee's employment shall be
                 terminated.

            (ii) Without Cause. The Company may terminate the Employee's
         employment hereunder without cause for any or no reason. For purposes
         of this Agreement, a "Without Cause Termination" shall mean a
         termination by the Company of the Employee's employment hereunder other
         than pursuant to (x) a For Cause Termination, or (y) Disability.

         (d) Termination by Employee For Good Reason. The Employee may terminate
his employment hereunder if, without Employee's prior written consent
specifically referring to this Agreement:

            (i) Any reduction in the amount of Employee's annual salary,
         guaranteed incentive compensation or aggregate incentive compensation
         opportunities (which reduction may also occur pursuant to any
         assignment of performance goals and corresponding awards which are
         inconsistent with prior performance goals and awards).

            (ii) Any significant reduction in the aggregate value of Employee's
         benefits as such benefits may be increased from time to time (unless
         such reduction is pursuant to a general change in benefits applicable
         to all similarly situated employees of the Company and its Affiliates)
         or

            (iii) Any material and wilful breach of the Company of any
         provision of this Agreement or any written employment agreement with
         Employee;

            (iv) (A) assignment to Employee of any duties inconsistent with his
         status as President and Chief Executive Officer of the Company, (B) the
         removal of Employee from his position as President and Chief Executive
         Officer of the Company, (C) the failure to retain Employee as President
         and Chief Executive Officer of any successor of the Company (whether by
         merger, consolidation, or sale or disposition of all or substantially
         all of the assets of the Company) or any entity which directly or
         indirectly owns twenty five percent (25%) or more of any class of
         securities of the Company or any successor to the Company (whether by
         merger, consolidation, or sale or disposition of all or substantially
         all of the assets of the Company) or (D) any significant change in the
         nature or status of Employees duties or responsibilities;


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             (v) A significant adverse change in the nature or scope of the
         authorities, powers, functions, responsibilities or duties attached to
         the Employee's position with the Company.

             (vi) Transfer of Employee's principal place of employment to a
         location more than 25 miles away from the Company's current
         headquarters.

             (vii) Any Change of Control of the Company. In this Agreement a
         "Change of Control" is any of the following:

                   A. A merger, consolidation, share exchange, or other
             reorganization in which the Company is not a continuing or
             surviving corporation or as a result of which shares of the
             Company's capital stock are converted into or exchanged for cash,
             securities of another entity, or other property, unless (in any
             case) the holders of the Company's outstanding shares of Common
             Stock immediately before that transaction own more than 50% of the
             combined voting power of the outstanding securities of the
             continuing or surviving entity immediately after that transaction.

                   B. A sale or other transfer for value, in one transaction or
             a series of related transactions, of all or substantially all of
             the Company's assets.

                   C. A majority of the Board of Directors of the Company
             consists of persons other than (5) of the members of the Board of
             Directors on the effective date of this Agreement and the Employee.

                   D. The Company's stockholders approve a plan or proposal to
             liquidate or dissolve the Company.

                   E. A person or group, hereafter acquires the beneficial
             ownership of more than 25% of the outstanding voting securities of
             the Company (all within the meaning of Section 13(d) of the
             Securities Exchange Act of 1934, as amended, and the regulations
             promulgated thereunder), unless that acquisition is approved by the
             Employee.

         (e) Notice of Termination. Any termination of the Employee's employment
hereunder by the Company or by the Employee (other than a termination pursuant
to Paragraph 5(a) and other than expiration of the Employment Term) shall be
communicated by a Notice of Termination (as defined below) to the other party
hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a
written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) in the case of a termination for Disability or a For
Cause Termination or a Good Reason Termination, sets forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
Employee's employment under the provision so indicated, and (iii) specifies the
Employment Termination Date (as defined in Paragraph 5(f) below). The failure by
the Company to set forth in the Notice of Termination any fact or circumstance
which contributes to a showing of Disability or Cause shall not waive any right
of the Company hereunder or preclude the Company from asserting such fact or
circumstance in enforcing the Company's rights hereunder.


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         (f) Employment Termination Date. For purposes of this Agreement,
"Employment Termination Date" shall mean the effective date of termination of
the Employee's employment hereunder, which date shall be (i) if the Employee's
employment is terminated by his death, the date of his death, (ii) if the
Employee's employment is terminated because of his Disability, the Disability
Effective Date, (iii) if the Employee's employment is terminated by the Company
pursuant to a For Cause Termination or a Without Cause Termination, the date
specified in the Notice of Termination, which date shall in no event be earlier
than the date such notice is given, (iv) if the Employee's employment is
terminated by the Employee pursuant to a Good Reason Termination, the date on
which the Notice of Termination is given, and (v) December 31, 2003, if the
Employee's employment is terminated due to expiration of the Employment Term.

         (g) Resignation. In the event of termination of the Employee's
employment hereunder (for any reason other than the death of the Employee), the
Employee agrees that if at such time he is a member of the Board of Directors or
officer of the Company or a director or officer of any of its subsidiaries, he
will promptly deliver to the Company his written resignation from all such
positions, such resignation to be effective as of the Employment Termination
Date.

         6.  Company Obligations Upon Termination of Employment.

         (a) Death. If the Employee's employment hereunder is terminated by
reason of the Employee's death, his estate or designated beneficiaries shall be
entitled to the following:

             (i)   Base salary in effect on and payable through, the Employee's
         date of death in accordance with the Company's standard payroll
         policies;

             (ii)  The Employee's annual bonus for the year in which the
         Employee's death occurs based on the maximum target award opportunity
         for such year, payable on the date it otherwise would have been
         payable;

             (iii) The balance of any incentive awards earned but not yet paid,
         payable on their standard payment dates;

             (iv)  The right to exercise any stock option held by
         Employee on the date of death for the remainder of its term, whether or
         not exercisable by Employee on the date of death;

             (v)   any amounts payable on death pursuant to any plans or
         policies of the Company;

             (vi)  any other amounts due but not yet paid from the Company to
         Employee; and

             (vii) the option of Employee's legal representatives to
         sell to the Company all capital stock of Employee held by Employee at
         his death at a price equal to the greater of the price per share paid
         by the Employee (as adjusted to reflect any capital adjustments made by
         the Company since that purchase) or the Fair Market Value of each of
         the shares. For this purpose, the "Fair Market Value" shall be that
         value of the shares as of the Employment Termination Date which is
         determined (i) by mutual agreement between the Company and Employee's
         legal representatives or (ii) the per-share price paid in a bona fide
         sale of shares of the same class of the


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         Company's stock within the six (6) months prior to the Employment
         Termination Date in an arms-length transaction, as adjusted to reflect
         any capital adjustments by the Company since that sale or (iii) if no
         such mutual written agreement is entered into, or no such sale has
         occurred, by the following appraisal process. Each of the Company and
         the Employee's legal representatives shall select an independent
         investment banking, accounting, or appraisal firm ("Appraiser"), and
         each of the two Appraisers shall determine the Fair Market Value of the
         shares of stock as of the Employment Termination Date, without giving
         effect to any difference in the percentage ownership of the Company
         that the shares of stock represented (i.e. whether the shares are a
         majority or a minority of the outstanding stock). The arithmetical
         average of the two values so determined shall be the Fair Market Value
         of the shares of stock. Each Appraiser shall afford each of the parties
         an opportunity to present evidence as to such parties opinion as to the
         value of the shares of stock. The determination of the Fair Market
         Value by this procedure shall be binding on the Company and the
         Employee.

         (b) Disability. If the Employee's employment hereunder is terminated by
reason of the Employee's Disability, Employee or his legal representative shall
be entitled to the following:

             (i)   Base salary in effect on and payable through, the Employee's
         date of death in accordance with the Company's standard payroll
         policies;

             (ii)  The Employee's annual bonus for the year in which the
         termination for disability occurs based on the maximum target award
         opportunity for such years, payable on the date it otherwise would have
         been payable;

             (iii) The balance of any incentive awards earning but not yet paid,
         payable on their standard payment dates;

             (iv)  The right to exercise any stock option held by Employee on
         the Employment Termination Date for the remainder of its term, whether
         or not exercisable by Employee on the Employment Termination Date;

             (v)   Any amounts payable on disability pursuant to any plans or
         policies of the Company;

             (vi)  Any other amounts due but not yet paid from the Company to
         Employee; and

             (vii) The option of the Employee or his legal representatives to
         sell to the Company all the capital stock of the Company held by
         Employee on the Employment Termination Date at a price equal to the
         greater of the price per share paid by the Employee (as adjusted to
         reflect any capital adjustments made by the Company since that
         purchase) or the Fair Market Value of each of the shares. For this
         purpose, the "Fair Market Value" shall be that value of the shares as
         of the Employment Termination Date which is determined (i) by mutual
         agreement between the Company and Employee or (ii) if no such mutual
         written agreement is entered into, or no such sale has occurred, by the
         following appraisal process. Each of the Company and the Employee shall
         select an independent investment banking, accounting, or appraisal firm
         ("Appraiser"), and each of the two Appraisers shall determine the Fair
         Market Value of the shares of stock as of the


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         Employment Termination Date, without giving effect to any difference in
         the percentage ownership of the Company that the shares of stock
         represent (i.e. whether the shares are a majority or a minority of the
         outstanding stock). The arithmetical average of the two values so
         determined shall be the Fair Market Value of the shares of stock. Each
         Appraiser shall afford each of the parties an opportunity to present
         evidence as to such parties opinion as to the value of the shares of
         stock. The determination of the Fair Market Value by this procedure
         shall be binding on the Company and the Employee.

         (c) For Cause Termination. If the Employee's employment hereunder is
terminated pursuant to a For Cause Termination, Employee shall receive:

             (i)   Base Salary in effect on and payable through, Employment
         Termination Date in accordance with the Company's standard payroll
         policies;

             (ii)  The portion of the Employee's annual bonus for the year in
         which the Employment Termination Date occurs based on the award he
         would have earned for such year if employment had not terminated,
         prorated for the number of days in the calendar year prior to the
         Employment Termination Date, payable on the date it otherwise would
         have been payable;

             (iii) Any other amounts due but not yet paid from the Company to
         Employee;

             (iv)  Any other amounts payable by the Company under applicable
         plans or programs; and

         (d) Without Cause Termination or Good Reason Termination. If the
Employee's employment hereunder is terminated by the Company by reason of a
Without Cause Termination, or by the Employee for Good Reason, Employee shall be
entitled to the following:

             (i)   Continuation of installments of the Base Salary amount for
         the balance of the Employment Term or for two years after the
         Employment Termination Date, whichever is greater;

             (ii)  The immediate issuance to the Employee of 400,000 newly
         issued and fully paid and non-assessable shares of the Company's common
         stock, $.001 par value per share (the "Shares"), which shall be issued
         in the name of the Employee on the Employment Termination Date.

             (iii) Annual bonus for the balance of the Employment Term payable
         on the date such payments would have been payable;

             (iv)  The balance of any incentive awards earned but not yet paid,
         payable on their standard payment dates;

             (v)   The right to exercise any stock option for the remainder of
         its term, whether or not exercisable by Employee on the Employment
         Termination Date;


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         (d) Without Cause Termination or Good Reason Termination. If the
Employee's employment hereunder is terminated by the Company by reason of a
Without Cause Termination, or by the Employee for Good Reason, Employee shall be
entitled to the following:

             (i)   Continuation of installments of the Base Salary amount for
         the balance of the Employment Term or for two years after the
         Employment Termination Date, whichever is greater;

             (ii)  The immediate issuance to the Employee of 400,000 newly
         issued and fully paid and non-assessable shares of the Company's common
         stock, $.001 par value per share (the "Shares"), which shall be issued
         in the name of the Employee on the Employment Termination Date.

             (iii) Annual bonus for the balance of the Employment Term payable
         on the date such payments would have been payable;

             (iv)  The balance of any incentive awards earned but not yet paid,
         payable on their standard payment dates;

             (v)   The right to exercise any stock option for the remainder of
         its term, whether or not exercisable by Employee on the Employment
         Termination Date;


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             (vi)  Any other amounts due but not yet paid from the Company to
         Employee; and

             (vii) The option of Employee to sell to the Company all
         the capital stock of the Company held by the Employee on the Employment
         Termination Date at a price equal to the greater of the price per share
         paid by the Employee (as adjusted to reflect any capital adjustments
         made by the Company since that purchase) or the Fair Market Value of
         each of the shares. For this purpose, the "Fair Market Value" shall be
         that value of the shares as of the Employment Termination Date which is
         determined (i) by mutual agreement between the Company and Employee or
         (ii) the per-share price paid in a bona fide sale of shares of the same
         class of the Company's stock within the six (6) months prior to the
         Employment Termination Date in an arms-length transaction, as adjusted
         to reflect any capital adjustments by the Company since that sale or
         (iii) if no such mutual written agreement is entered into, or no such
         sale has occurred, by the following appraisal process. Each of the
         Company and the Employee shall select an independent investment
         banking, accounting, or appraisal firm ("Appraiser"), and each of the
         two Appraisers shall determine the Fair Market Value of the shares of
         stock as of the Employment Termination Date, without giving effect to
         any difference in the percentage ownership of the Company that the
         shares of stock represent (i.e. whether the shares are a majority or a
         minority of the outstanding stock). The arithmetical average of the two
         values so determined shall be the Fair Market Value of the shares of
         stock. Each Appraiser shall afford each of the parties an opportunity
         to present evidence as to such parties opinion as to the value of the
         shares of stock. The determination of the Fair Market Value by this
         procedure shall be binding on the Company and the Employee.

         The Employee shall not be obligated to seek or secure new employment or
to become self-employed after termination of his employment with the Company,
but shall be obligated to report promptly to the Company any actual employment
obtained during the period for which Employee benefits continue. There shall be
no offset against any amounts due to Employee under this Agreement on account of
any remuneration or benefits attributable to any subsequent employment
(including, without limitation, any self-employment) that he may obtain.


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         8. Confidentiality. The Employee recognizes and acknowledges that the
Company's trade secrets and other confidential or proprietary information, as
they may exist from time to time, are valuable, special, and unique assets of
the Company's business, access to and knowledge of which are essential to the
performance of the Employee's duties hereunder. The Employee confirms that all
such trade secrets and other information constitute the exclusive property of
the Company. During the Employment Term and thereafter without limitation of
time, the Employee shall hold in strict confidence and shall not, directly or
indirectly, disclose or reveal to any person, or use for his own personal
benefit or for the benefit of anyone else, any trade secrets, and other
confidential or proprietary information of any kind, nature, or description
(whether or not acquired, learned, obtained, or developed by the Employee alone
or in conjunction with others during the Employment Term) that has been obtained
by or disclosed to, him as a result of his employment by the Company, except (i)
with the prior written consent of the Company duly authorized by its Board of
Directors, (ii) in the course of the proper performance of the Employee's duties
hereunder, (iii) for information (x) that becomes generally available to the
public other than as a result of unauthorized disclosure by the Employee or his
affiliates or (y) that becomes available to the Employee subsequent to the
termination of his employment hereunder and on a nonconfidential basis from a
source other than the Company or its subsidiaries who is not bound by a duty of
confidentiality, or other contractual, legal, or fiduciary obligation, to the
Company or such customers, clients, or others having a business relationship, or
(iv) as required by applicable law or legal process. The provisions of this
Paragraph 8 shall continue in effect notwithstanding termination of the
Employee's employment hereunder for any reason.

         9. Business Records. Given the competitive environment in which the
Company does business and the fiduciary relationship that the Employee will have
with the Company hereunder, the Employee agrees to promptly deliver to the
Company, upon termination of his employment hereunder, or at any other time when
the Company so requests, all memoranda, notes, records, drawings, manuals, and
other documents (and all copies thereof and therefrom) in any way relating to
the business or affairs of the Company or any of its subsidiaries or any of
their clients, whether made or compiled by the Employee or furnished to him by
the Company or any of its employees, customers, clients, consultants, or agents,
which the Employee may then possess or have under his control. The Employee
confirms that all such memoranda, notes, records, drawings, manuals, and other
documents (and all copies thereof and therefrom) constitute the exclusive
property of the Company. The obligation of confidentiality set forth in
Paragraph 8 shall continue notwithstanding the Employee's delivery of any such
documents to the Company. The provisions of this Paragraph 9 shall continue in
effect notwithstanding termination of the Employee's employment hereunder for
any reason.

         10. Assistance in Litigation. During the Employment Term and for a
period of three years thereafter, the Employee shall, upon reasonable notice,
furnish such information and proper assistance to the Company as may reasonably
be required by the Company in connection with any litigation in which the
Company or any of its subsidiaries or affiliates is, or may become, a party. The
Company shall reimburse the Employee for all reasonable out-of-pocket expenses
incurred by the Employee, including attorneys' fees incurred by Employee, in
rendering such assistance. The provisions of this Paragraph 10 shall continue in
effect notwithstanding termination of the Employee's employment hereunder for
any reason.

         11. Noncompetition and Related Matters.

         (a) The Employee acknowledges that during the term of his employment
with the Company, the Company will provide him, and he will receive from the
Company, special training and


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knowledge. The Employee acknowledges that included in the special knowledge
received is the confidential information identified in paragraph 8. The Employee
acknowledges that this confidential information is valuable to the Company and,
therefore, its protection and maintenance constitutes a legitimate interest to
be protected by the Company by enforcement of this covenant not to compete.
Therefore, the Employee agrees that, in consideration of the foregoing, during
the Employment Term and for the greater of the period of time during which the
Company shall pay to the Employee any amount due under the terms of this
Agreement or twelve (12) months following the Employment Termination Date,
unless otherwise extended pursuant to the terms of this paragraph 11, the
Employee will not, directly or indirectly, either as an employee, employer,
consultant, agent, principal, partner, shareholder, corporate officer, director,
or in any other individual or representative capacity, engage or participate in
any Competitive Business (as hereinafter defined) within any state in which the
Company or any subsidiary thereof is conducting or has conducted its Competitive
Business during the Employment Term; provided that nothing in this paragraph 11
shall be construed to prevent the Employee from owning beneficially, as an
investment, up to an aggregate of 5% of a class of equity securities that is
publicly traded and registered under Section 12 of the Securities Exchange Act
of 1934. For purposes of this paragraph 11, "Competitive Business" shall mean
any business entity whose primary or principal business consists of designing
and manufacturing electronic products using flip chip assembly processing. The
Employee represents to the Company that the enforcement of the restriction
contained in this paragraph 11 would not be unduly burdensome to the Employee
and that in order to induce the Company to employ the Employee, the Employee
further represents and acknowledges that the Employee is willing and able to
compete in other geographical areas not prohibited by this paragraph 11 (a).

         (b) The Employee agrees that a breach or violation of this covenant not
to compete by the Employee shall entitle the Company, as a matter of right, to
an injunction issued by any court of competent jurisdiction, restraining any
further or continued breach or violation of this covenant. Such right to an
injunction shall be cumulative and in addition to, and not in lieu of, any other
remedies to which the Company may show itself justly entitled. Further, during
any period in which the Employee is in breach of this covenant not to compete,
the time period of this covenant shall be extended for an amount of time that
the Employee is in breach hereof.

         (c) In addition to the restrictions set forth in paragraph 11 (a), the
Employee shall not, during the Employment Term and for a greater period of time
during which the Company shall pay to the Employee any amounts due under the
terms of this Agreement or twelve (12) months after the Employment Termination
Date, either directly or indirectly, (i) make known to any person or entity the
names and addresses of any of the customers of the Company or contacts of the
Company or any other information pertaining to such customers or contacts, (ii)
call on, solicit, or take away, or attempt to call on, solicit, or take away,
any of the customers of the Company who were customers during the Employee's
association with the Company, whether for the Employee or for any other person
or entity, or (iii) recruit or attempt to recruit, directly or by assisting
others, any other employee of the Company or any of its affiliates.

         (d) The parties to this Agreement agree that the limitations contained
in this paragraph 11 with respect to time, geographical area, and scope of
activity are reasonable. However, if any court shall determine that the time,
geographical area, or scope of activity of any restriction contained in this
paragraph 11 is unenforceable, it is the intention of the parties that such
restrictive covenant set forth herein shall not thereby be terminated but shall
be deemed amended to the extent required to render it valid and enforceable.


                                     - 11 -
<PAGE>   13


         12. Withholding Taxes. The Company shall withhold from any payments to
be made to the Employee hereunder such amounts (including social security
contributions and federal income taxes) as shall be required by federal, state,
and local withholding tax laws.

         13. No Effect on Other Contractual Rights. The provisions of this
Agreement, and any payment provided for hereunder, shall not reduce any amounts
otherwise payable to the Employee, or in any way diminish the Employee's rights
as an employee of the Company, whether existing now or hereafter, under any
employee benefit plan, program, or arrangement or other contract or agreement of
the Company providing benefits to the Employee.

         14. Arbitration. The Company and the Employee agree to submit to final
and binding arbitration any and all disputes, claims (whether in tort, in
contract, statutory, or otherwise) and/or disagreements concerning the
interpretation or application of this Agreement; provided, however,
notwithstanding the foregoing, in no event shall any dispute, claim, or
disagreement arising under Paragraphs 8 and 9 be submitted to arbitration
pursuant to this Paragraph 14 or otherwise. Any dispute, claim, and/or
disagreement subject to arbitration pursuant to the terms of this Paragraph 14
shall be resolved by arbitration in accordance with the National Rules for the
Resolution of Employment Dispute of the American Arbitration Association or any
successor organization (the "Association") then in effect. Arbitration under
this provision must be initiated within 30 days of the action, inaction, or
occurrence about which the party initiating the arbitration is complaining.
Within ten days of the initiation of an arbitration hereunder, each party will
designate an arbitrator from a panel list provided by the Association. The
appointed arbitrators will appoint a neutral arbitrator from the panel list. The
Employee and the Company agree that the decision of the arbitrators selected
hereunder will be final and binding on both parties. This arbitration provision
is expressly made pursuant to and shall be governed by the Federal Arbitration
Act, 9 U.S.C. Sections 1-14. The parties hereto agree that pursuant to Section 9
of such Act a judgment of the United States District Court for the Northern
District of Dallas, Texas shall be entered upon the award made pursuant to the
arbitration.

         15. Injunctive Relief. In recognition of the fact that a breach by the
Employee of any of the provisions of Paragraphs 8 and 9 will cause irreparable
damage to the Company for which monetary damages alone will not constitute an
adequate remedy, the Company shall be entitled as a matter of right (without
being required to prove damages or furnish any bond or other security) to obtain
a restraining order, an injunction, an order of specific performance, or other
equitable or extraordinary relief from any court of competent jurisdiction
restraining any further violation of such provisions by the Employee or
requiring him to perform his obligations hereunder. Such right to equitable or
extraordinary relief shall not be exclusive but shall be in addition to all
other rights and remedies to which the Company may be entitled at law or in
equity, including without limitation the right to recover monetary damages for
the breach by the Employee of any of the provisions of this Agreement.

         16. Excise Tax.

             (a) Anything in this Agreement to the contrary notwithstanding, in
         the event it shall be determined that any payment or distribution to or
         for the benefit of the Employee (whether paid or payable or distributed
         or distributable pursuant to the terms of this Agreement or otherwise,
         but determined without regard to any additional payments required under
         this Section 16) (a "Termination Payment") would be subject to the
         excise tax imposed by Section 4999 of the Internal Revenue Code of
         1986, as amended (the "Code"), or any interest or penalties are
         incurred by the


                                     - 12 -
<PAGE>   14


         Employee with respect to such excise tax (such excise tax, together
         with any such interest and penalties, hereinafter collectively referred
         to as the "Excise Tax"), then the Employee shall be entitled to receive
         an additional payment (a "Gross-Up Payment") in an amount such that
         after payment by the Employee of all taxes (including any interest or
         penalties imposed with respect to such taxes), including, without
         limitation, any income taxes (and any interest and penalties imposed
         with respect thereto) and Excise Tax imposed upon the Gross-Up Payment,
         the Employee retains an amount of the Gross-Up Payment equal to the
         Excise Tax imposed upon the Payments.

             (b) For purposes of determining the amount of the Gross-Up Payment,
         Employee shall be deemed to pay federal income taxes at the highest
         marginal rate of federal income taxation in the calendar year in which
         the Gross-Up Payment is to be made and state and local income taxes at
         the highest marginal rate of taxation in the state and locality of
         Employee's residence on the Termination Date, net of the maximum
         reduction in federal income taxes which could be obtained from
         deduction of such state and local taxes. If the Excise Tax is
         subsequently determined to be less than the amount taken into account
         hereunder at the time of Employee's termination of employment, Employee
         shall repay to the Company, at the time that the amount of such
         reduction in Excise Tax is finally determined, the portion of the
         Gross-Up Payment attributable to such reduction (plus that portion of
         the Gross-Up Payment attributable to the Excise Tax and federal, state
         and local income tax imposed on the Gross-Up Payment being repaid by
         Employee to the extent that such repayment results in a reduction in
         Excise Tax and/or a federal, state or local income tax deduction) plus
         interest on the amount of such repayment at the rate provided in
         section 1274(b)(2)(B) of the Code. If the Excise Tax is determined to
         exceed the amount taken into account hereunder at the time of the
         termination of Employee's employment (including by reason of any
         payment the existence or amount of which cannot be determined at the
         time of the Gross-Up Payment), the Company shall make an additional
         Gross-Up Payment in respect of such excess (plus any interest,
         penalties or additions payable by Employee with respect to such excess)
         at the time that the amount of such excess is finally determined.
         Employee and the Company shall each reasonably cooperate with the other
         in connection with any administrative or judicial proceedings
         concerning the existence or amount of liability for Excise Tax with
         respect to the Termination Payments.

             (c) All determinations required to be made under this Section 16,
         including (without limitation) whether and when a Gross-Up Payment is
         required and the amount of such Gross-Up Payment and the assumptions to
         be used in arriving at such determination, shall be made by a certified
         public accounting firm selected by the Company and reasonably
         acceptable to Employee (the "Accounting Firm"), which shall be retained
         to provide detailed supporting calculations both to the Company and
         Employee within 15 business days of the receipt of notice from Employee
         that there has been a Termination Payment, or such earlier time as is
         requested by the Company. All fees and expenses of the Accounting Firm
         shall be paid solely by the Company. Any Gross-Up Payment, as
         determined pursuant to this Section 16, shall be paid by the Company to
         Employee within five (5) days of the receipt of the Accounting Firm's
         determination. Any determination by the Accounting Firm shall be
         binding upon the Company and Employee. As a result of the uncertainty
         in the application of Section 4999 of the Code at the time of the
         initial determination by the Accounting Firm hereunder, it is possible
         that Gross-Up Payments which will not have been made by the Company
         should have been made ("Underpayment"), consistent with the
         calculations required to be made hereunder. If Employee thereafter is
         required to make a payment of any Excise Tax, the Accounting Firm shall
         determine the amount of the Underpayment that has


                                     - 13 -
<PAGE>   15


         occurred and any such Underpayment shall be promptly paid by the
         Company to or for the benefit of Employee.

         17. Survival. Neither the expiration or the termination of the term of
the Employee's employment hereunder shall impair the rights or obligations of
either party hereto which shall have accrued hereunder prior to such expiration
or termination. The provisions of Paragraphs 8, 9, 10, 15, 25, and 26 and the
rights and obligations of the parties thereunder, shall survive the expiration
or termination of the term of the Employee's employment hereunder.

         18. Notices. All notices, requests, demands, and other communications
required or permitted to be given or made hereunder by either party hereto shall
be in writing and shall be deemed to have been duly given or made (i) when
delivered personally, or (ii) when deposited in the United States mail, first
class registered or certified mail, postage prepaid, return receipt requested,
to the party for which intended at the following addresses (or at such other
addresses as shall be specified by the parties by like notice, except that
notices of change of address shall be effective only upon receipt):

         If to the Company, at:

                           Micro ASI, Incorporated
                           12655 North Central Expressway
                           Suite 1000
                           Dallas, TX 75243

         19. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto concerning the subject matter hereof and supersedes
all prior agreements and understandings, both written and oral, between the
parties with respect to such subject matter.

         20. Binding Effect; Assignment; No Third Party Benefit. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, legal representatives, successors, and assigns; provided,
however, that the Employee shall not assign or otherwise transfer this Agreement
or any of his rights or obligations hereunder without the prior written consent
of the Company (except that any rights that the Employee may have hereunder at
the time of his death may be transferred by will or pursuant to the laws of
descent and distribution). Nothing in this Agreement, express or implied, is
intended to or shall confer upon any person other than the parties hereto, and
their respective heirs, legal representatives, successors, and permitted
assigns, any rights, benefits, or remedies of any nature whatsoever under or by
reason of this Agreement.

         21. Nonalienation of Benefits. The Employee shall not have any right to
pledge, hypothecae, anticipate, or in any way create a lien upon any payments or
other benefits provided under this Agreement; and no benefits payable hereunder
shall be assignable in anticipation of payment either by voluntary or
involuntary acts, or by operation of law, except by will or pursuant to the laws
of descent and distribution.

         22. Amendment. This Agreement may not be modified or amended in any
respect except by an instrument in writing signed by both of the parties hereto.

         23. Waiver. Any term or condition of this Agreement may be waived at
any time by the party hereto which is entitled to have the benefit thereof, but
such waiver shall only be effective if evidenced by a writing signed by such
party, and a waiver on one occasion shall not be deemed to be a waiver of the


                                     - 14 -
<PAGE>   16


same or any other type of breach on a future occasion. No failure or delay by a
party hereto in exercising any right or power hereunder shall operate as a
waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right or power.

         24. Authority. No person, other than pursuant to a resolution duly
adopted by the members of the Board of Directors of the Company, shall have
authority on behalf of the Company to agree to modify, amend, or waive any
provision of this Agreement or take any action in reference hereto.

         25. Severability. If any provision of this Agreement is held to be
unenforceable, (a) this Agreement shall be considered divisible, (b) such
provision shall be deemed inoperative to the extent it is deemed unenforceable,
and (c) in all other respects this Agreement shall remain in full force and
effect; provided, however, that if any such provision may be made enforceable by
limitation thereof, then such provision shall be deemed to be so limited and
shall be enforceable to the maximum extent permitted by applicable law.

         26. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

         27. Counterparts. This Agreement may be executed by the parties hereto
in any number of counterparts, each of which shall be deemed an original, but
all of which shall constitute one and the same agreement.





         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by its duly authorized officer, and the Employee has
executed this Agreement, effective as of the date first set forth above.



MICRO-ASI, INC.


By: /s/ Cecil E. Smith, Jr.                    /s/ Joel E. Claybrook
    -------------------------                  -----------------------
    CECIL E. SMITH, JR.                        JOEL E. CLAYBROOK
    Chairman of the Board of Directors



                                     - 15 -