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                                                                   EXHIBIT 10.6

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT, dated as of the ___ day of January, 2006,
shall be effective as of December 15, 2005 ("Effective Date") is between and
among Joystar, Inc., a California corporation (the "Company"), and William M.
Alverson, the undersigned executive (the "Executive").

                                  R E C I T A L

         The Company desires to continue to retain the services of Executive,
and Executive desires to continue to be employed by the Company, on the terms
and subject to the conditions set forth in this Agreement;

         NOW, THEREFORE, in consideration of the foregoing recital and the
respective undertakings of the Company and Executive set forth below, the
Company and Executive agree as follows:

1.       EMPLOYMENT.
         -----------

         (a) DUTIES. The Company agrees to continue to employ the Executive as
President and Chief Executive Officer, and the Executive agrees to perform such
reasonable responsibilities and duties as may be required of him by the Company
consistent with that position. Executive's term of employment with the Company
shall be renewed effective the Effective Date ("Employment Renewal Date").
Executive shall report directly to the Board of Directors of Joystar, Inc.
(either the "Board" or the "Board of Directors"), as applicable.

         (b) TERM OF EMPLOYMENT. Executive's employment with the Company
pursuant to this Agreement shall be renewed on the Employment Renewal Date and
shall continue for a period of five (5) years (the "Employment Term") unless
terminated earlier by either party. This Agreement (and the Employment Term)
thereafter shall automatically be extended for an additional successive
five-year period as of the fifth anniversary of the Employment Renewal Date and
as of the last day of each successive five-year period of time thereafter that
this Agreement is in effect (each of which shall be the "Employment Term");
provided, however, that if, prior to the date which is six months before the
last day of any such Employment Term, either party shall give written notice to
the other that no such automatic extension shall occur, then Executive's
employment shall terminate on the last day of the Employment Term during which
such notice is given (subject to earlier termination as described in Section
3(g)). Such termination by either party shall be governed by Section 3 hereof.

         (c) BOARD MEMBERSHIP. During the Employment Term, and subject to the
last sentence of this Section 1(c), the Company agrees to use its best efforts
to cause the Executive to be nominated (and re-nominated) as a member of the
Board of Directors of Joystar, Inc. and to cause the Board of Directors to
appoint Executive as Chairman of the Board during the Employment Term and,


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subject to continued election as a Board member of Joystar, Inc. by the
Company's stockholders, Executive shall remain Chairman of the Board during the
period of his employment with the Company. It is understood and agreed that the
position of Chairman of the Board and Chief Executive Officer will only be
separated if, in the judgment of the Board of Directors, the then best and
pervasive corporate governance practices at other publicly held companies make
such action advisable, and the Chairman of the Board is a non-executive (i.e.,
non-employee) position.

         (d) OBLIGATIONS. During the Executive's employment with the Company,
Executive shall devote his full business efforts and time to the Company.
Executive agrees not to actively engage in any other employment, occupation or
consulting activity for any direct or indirect remuneration without the prior
approval of the Board during his employment with the Company; provided, however,
that Executive may serve in any capacity with any civic, educational or
charitable organization, upon which Executive currently serves, without the
approval of the Board.

2.       COMPENSATION AND BENEFITS.
         --------------------------

         (a) BASE COMPENSATION. The Company shall pay the Executive as
compensation for his services an annual base salary of $180,000. Such salary
shall be subject to applicable tax withholding and shall be paid periodically in
accordance with normal Company payroll practices. The annual base salary shall
be increased at a rate of 5% each year. The annual compensation specified in
this Section 2(a), together with any increases in such compensation is referred
to in this Agreement as "Base Compensation."

         (b) BONUS. Executive shall be eligible for an annual target bonus based
upon 100% of his Base Compensation (the "Target Bonus"), with a maximum bonus
payout of 200% of Executive's Base Compensation, earned upon attainment of
performance goals as determined by the Board after consultation with Executive.
Executive's bonus shall be paid within thirty (30) days of the end of the
Company's fiscal year subject to Executive being employed at the end of such
fiscal year.

         (c) EXECUTIVE BENEFITS. Executive shall be eligible to participate in
each Executive benefit plan, arrangement, fringe benefit or perquisite, which is
currently available or which becomes available, with the adoption or maintenance
of such plans or arrangements to be in the discretion of the Company, on terms
which are at least as favorable as that enjoyed by any other officer of the
Company subject in each case to the generally applicable terms and conditions of
the plan or arrangement in question and to the determination of any committee
administering such plan or arrangement. Notwithstanding the foregoing, the
Company shall provide tax and financial planning services for the Executive, if
such plans are adopted.


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         (d) STOCK GRANT.

                  (i) GRANT OF RESTRICTED STOCK. Executive shall receive a grant
of 600,000 shares annually for the term of the agreement of the Restricted Stock
of Joystar, Inc., (pursuant to and as defined in the Company's then current
Equity Compensation Plan, as may be effective at that time (collectively, the
"Plan") (the "Stock Grant"). The Stock Grant shall vest quarterly pursuant to
the terms of this Agreement.

         (e) STOCK OPTION GRANT. Executive shall annually receive a grant of an
option to purchase 400,000 shares of the unrestricted common stock of Joystar,
Inc., (pursuant to and as defined in the Plan (the "Stock Option"). The exercise
price for the Stock Option shall be $0.50 per share. The Stock Options shall
vest annually in accordance with the terms of this Agreement. The first issuance
of 400,000 options to the Executive shall vest immediately upon the signing of
this Agreement. The options shall expire on January 1, 2011.

         (f) TAX ELECTION. With regard to the Stock Grant and the Stock Option
Grant (if granted), the choice whether or not to make an election pursuant to
Section 83(b) of the U.S. Internal Revenue Code of 1986, as amended from time to
time (the "Code") shall rest with the Executive. The Company shall cooperate
with Executive with respect to Executive's filing of the Section 83(b) election.

         (g) EXPENSE REIMBURSEMENT. The Company shall reimburse Executive for
all reasonable expenses incurred on behalf of the Company in accordance with the
Company's policies and procedures for such reimbursements, as they may exist
from time to time. If the Executive is required to move to another state to
oversee the Company's operations, he shall be entitled to the reimbursement of
the moving expenses and the reimbursement of the lease payments on his
residence, which payments shall not exceed $4,000 per month.

3.       SEVERANCE PAYMENTS.
         -------------------

         (a) PAYMENTS UPON TERMINATION. If the Executive's employment terminates
as a result of an Involuntary Termination, as herein defined, or any other
events described in this Agreement, then the Company shall pay to Executive two
times the sum of (i) Executive's Base Compensation and (ii) the Target Bonus.
Such amount shall be paid within 30 days of the effective date of the
Executive's employment termination (the "Severance Period"). Notwithstanding the
foregoing, in the event Executive breaches Section 7 of this Agreement, as of
the date the Company's notice is given to Executive of Executive's breach of
Section 7, all payments under this Section 3 (except for any payments under
Section 3(e) other than unpaid pro rata bonus, if applicable) shall cease, and
the Severance Period shall end.

         (b) HEALTH BENEFITS. If Executive receives severance pursuant to
Section 3(a), then the Company shall reimburse the Executive for the same level
of health coverage and benefits as in effect for the Executive on the day
immediately preceding the day of the Executive's termination of employment. The
Company shall continue to reimburse Executive for continuation coverage until
the earlier of (i) the end of the Severance Period, or (ii) the date upon which
Executive obtains substantially equivalent coverage from other sources.


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         (c) STOCK OPTIONS. In the event Executive is entitled to severance
benefits pursuant to Section 3(a), Executive shall vest in and be entitled to
exercise all his then outstanding stock options as to the same number of shares
which would have become vested and exercisable if the Executive had remained
employed with the Company for a full term of his employment under this Agreement
(in addition to the portion of such Options which were vested and exercisable as
of the date of termination). In all other respects, Executive's stock options
shall remain subject to the Plan, as defined and as may be applicable.

         (d) STOCK GRANT. In the event Executive is entitled to severance
benefits pursuant to Section 3(a), then Executive shall vest in full in the
Stock Grant issuable under the full term of this Employment Agreement (total of
3 million shares).

         (e) MISCELLANEOUS. In addition, upon a termination of Executive's
employment, (i) the Company shall pay the Executive: (A) any unpaid Base
Compensation due for periods prior to the date of Executive's termination, (B)
any earned and unpaid bonus for the fiscal year prior to the fiscal year of
Executive's termination, and (C) in the case of any termination or the
termination of Executive's employment due to death or disability, a pro rata
portion of Executive's actual bonus earned for the portion of the fiscal year in
which such termination occurs through the date of termination, if and when such
bonuses are payable to other senior executives of the Company ("pro rata
bonus"); (ii) the Company shall pay the Executive all of the Executive's accrued
and unused vacation through the date of Executive's termination; and (iii)
following submission of proper expense reports by the Executive, the Company
shall reimburse the Executive for all expenses reasonably and necessarily
incurred by the Executive in connection with the business of the Company prior
to termination. Any payments described above, other than any pro rata bonus
payable as provided for above for the year of termination, shall be made
promptly upon termination and within the period of time mandated by applicable
law.

         (f) TERMINATION FOR CAUSE. If the Executive's employment is terminated
by the Company for Cause, the Executive shall not be entitled to receive
severance payments or other benefits under this Section 3, except for his unpaid
accrued Base Compensation and accrued and unused vacation. Executive's stock
options, the Stock Grant and any other Restricted Stock shall only be vested to
the extent they were vested on the date of such termination.

         (g) VOLUNTARY RESIGNATION. If the Executive's employment terminates by
reason of Executive's voluntary resignation (including a resignation and notice
by the Executive of non-renewal of the Employment Term pursuant to Section 1(b)
above) such termination will be treated as an Involuntary Termination, and the
Executive shall not be entitled to receive severance payments or other benefits
under this Section 3. Executive's stock options, the Stock Grant, and any other
Restricted Stock awards granted pursuant to the Plan, as herein defined, shall
only be vested to the extent they were vested on the date of such termination.

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         (h) DEATH OR DISABILITY. If the Executive's employment terminates as a
result of his death or Disability, neither the Executive nor, in the case of
death, Executive's beneficiary or estate, shall be entitled to any compensation,
severance payments, or any other benefits under this Section except as required
by law and as specified under Section 3(e). Executive's stock options, the Stock
Grant and any other Restricted Stock shall only be vested to the extent they
were vested on the date of such termination. Any life insurance or disability
benefits otherwise payable, shall be paid consistent with the Company's
then-established policies or applicable life insurance or disability insurance
contract. In the case of Executive's death, Executive's beneficiary or estate
shall be entitled to exercise Executive's stock options, the Stock Grant and the
Bonus Stock Grant (if previously granted) and any other Restricted Stock to the
extent they are then vested and exercisable in accordance with the terms of the
respective Restricted Stock Agreements or stock option agreements.

         (i) MITIGATION. Executive shall not be required to mitigate damages or
the amount of any payment provided for under Sections 3 or 4 of this Agreement
by seeking other employment or otherwise. Except as otherwise specifically
provided herein, the receipt of any benefit provided for under Sections 3 or 4
of this Agreement shall not be reduced by any benefit received by Executive as a
result of employment by another employer or by retirement after termination of
Executive's employment with the Company.

4.       CHANGE OF CONTROL PROVISION.
         ----------------------------

         If upon a Change of Control Executive is not offered the position of
Chairman and Chief Executive Officer of the combined corporation (or other
business organization) resulting from such Change of Control, then Executive
shall be entitled to the following (i) the Stock Grant and any other Restricted
Stock owned by the Executive, shall be fully vested as of the date of such
Change of Control, (ii) Executive's stock options (to the extent outstanding as
of the Change of Control) shall become fully vested as of the date of such
Change of Control and each of the foregoing shall be exercisable for such period
of time as provided for in the respective stock option agreements, and the
Executive shall be entitled to the full benefits under Section 3 herein.

5.       OTHER AGREEMENTS AND NOTICES.
         -----------------------------

         (a) CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT.
Executive agrees that the Company will be the sole owner of any and all of
Employee's "Discoveries" and "Work Product," hereinafter defined, made during
the term of his employment with the Company, whether pursuant to this Agreement
or otherwise. For purposes of this Agreement, "Discoveries" means all
inventions, discoveries, improvements, and copyrightable works (including,
without limitation, any information relating to the Company's software products,
source code, know-how, processes, designs, algorithms, computer programs and
routines, formulae, techniques, developments or experimental work,
work-in-progress, or business trade secrets) made or conceived or reduced to
practice by Executive during the term of his employment by the Company, whether
or not potentially patentable or copyrightable in the United States or
elsewhere. For purposes of this Agreement, "Work Product" means any and all work


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product relating to Discoveries. Executuve shall promptly disclose to the
Company all Discoveries and Work Product. All such disclosures must include
complete and accurate copies of all source code, object code or machine-readable
copies, documentation, work notes, flow-charts, diagrams, test data, reports,
samples, and other tangible evidence or results (collectively, "Tangible
Embodiments") of such Discoveries or Work Product. All Tangible Embodiments of
any Discoveries or Work Project will be deemed to have been assigned to the
Company as a result of the act of expressing any Discovery or Work Product
therein. Employee hereby assigns and agrees to assign to the Company all of his
interest in any country in any and all Discoveries and Work Product, whether
such interest arises under patent law, copyright law, trade-secret law,
semiconductor chip protection law, or otherwise. Without limiting the generality
of the preceding sentence, Executive hereby authorizes the Company to make any
desired changes to any part of any Discovery or Work Product, to combine it with
other materials in any manner desired, and to withhold Executive's identity in
connection with any distribution or use thereof alone or in combination with
other materials. This assignment and assignment obligation applies to all
Discoveries and Work Product arising during Executive's employment with the
Company (or its predecessors), whether pursuant to this Agreement or otherwise.
At the request of the Company, Executive shall promptly and without additional
compensation execute any and all patent applications, copyright registration
applications, waivers of moral rights, assignments, or other instruments that
the Company deems necessary or appropriate to apply for or obtain Letters Patent
of the United States or any foreign country, copyright registrations or
otherwise to protect the Company's interest in such Discovery and Work Product,
the expenses for which will be borne by the Company. Executive hereby
irrevocably designates and appoints the Company and its duly authorized officers
and agents as his agents and attorneys-in-fact to, if the Company is unable for
any reason to secure Executive's signature to any lawful and necessary document
required or appropriate to apply for or execute any patent application,
copyright registration application, waiver of moral rights, or other similar
document with respect to any Discovery and Work Product (including, without
limitation, renewals, extensions, continuations, divisions, or continuations in
part), (i) act for and in his behalf, (ii) execute and file any such document,
and (iii) do all other lawfully permitted acts to further the prosecution of the
same legal force and effect as if executed by him; this designation and
appointment constitutes an irrevocable power of attorney coupled with an
interest.

         (b) PROPRIETARY INFORMATION. As used in this Agreement, "Proprietary
Information" means all information of a business or technical nature that
relates to the Company including, without limitation, all information about
software products whether currently released or in development, all inventions,
discoveries, improvements, copyrightable work, source code, know-how, processes,
designs, algorithms, computer programs and routines, formulae and techniques,
and any information regarding the business of any customer or supplier of the
Company or any other information that the Company is required to keep
confidential. Notwithstanding the preceding sentence, the term "Proprietary
Information" does not include information that is or becomes publicly available
through no fault of Executive, or information that Executive learned prior to
the Effective Date of this Agreement. Executive acknowledges that the
Proprietary Information constitutes a protectible business interest of the


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Company, and covenants and agrees that during the term of his employment,
whether under this Agreement or otherwise, and after the termination of such
employment, he will not, directly or indirectly, disclose, furnish, make
available or utilize any of the Proprietary Information, other than in the
proper performance of his duties for the Company. Executive acknowledges that
all records, documents, and Tangible Embodiments containing or of Proprietary
Information prepared by Executive or coming into his possession by virtue of his
employment by the Company are and will remain the property of the Company. Upon
termination of his employment with the Company, Executive shall immediately
return to the Company all such items in his possession and all copies of such
items.

6.       DEFINITIONS. As used herein, the terms have the following meanings:
         -----------

         (a) CAUSE. "Cause" means the Executive's termination only upon: (i) the
Executive's willful failure to substantially perform his material duties (other
than as a failure resulting from the Executive's complete or partial incapacity
due to physical or mental illness or impairment) for a period of ninety (90)
days after a written demand for substantial performance is delivered to the
Executive by the Board that specifically identifies the manner in which the
Board believes that the Executive has not substantially performed his duties,
(ii) a material and willful violation of a federal or state law or regulation
applicable to the business of the Company, or (iii) a willful act by the
Executive that constitutes gross misconduct and that is injurious to the
Company. No act, or failure to act, by the Executive shall be considered
"willful" unless committed without good faith and without a belief that the act
or omission was in the Company's best interests. The Company may not terminate
the Executive's employment for Cause unless: (x) a determination that Cause
exists is made and approved by the Company's Board of Directors (excluding
Executive), (y) the Executive is given at least 72 hours prior written notice of
the Board meeting called to make such determination, and (z) the Executive is
given the opportunity to address such meeting prior to a vote of the Board.

         (b) CHANGE OF CONTROL.

                  (i) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended) becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the total voting power represented by the Company's then outstanding
voting securities; or

                  (ii) A change in the composition of the Board occurring within
a two-year period, as a result of which fewer than a majority of the directors
are Incumbent Directors. "Incumbent Directors" shall mean directors who either
(A) are directors of the Company as of the date hereof, or (B) are elected, or
nominated for election, to the Board with the affirmative votes of at least a
majority of the Incumbent Directors at the time of such election or nomination
(but shall not include an individual whose election or nomination is in
connection with an actual or threatened proxy contest relating to the election
of directors to the Company); or


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                  (iii) The consummation of a merger or consolidation of the
Company with any other corporation, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) at least fifty
percent (50%) of the total voting power represented by the voting securities of
the Company or such surviving entity outstanding immediately after such merger
or consolidation; provided, however, any person who acquired securities of the
Company prior to the occurrence of a merger or consolidation in contemplation of
such transaction, and who after such transaction possesses direct or indirect
beneficial ownership of at least ten percent (10%) of the securities of the
Company or the surviving entity immediately following such transaction shall not
be included in the group of shareholders of the Company immediately prior to
such transaction; or

                  (iv) The consummation of the sale, lease or other disposition
by the Company of all or substantially all the Company's assets.

         (c) CONSTRUCTIVE TERMINATION. "Constructive Termination" means the
Executive terminates his employment with the Company as a result of one or more
of the following events (unless, in the case of (ii) below, such event(s)
applies generally to all officers of the Company): (i) a reduction in the
Executive's Base Compensation; (ii) without the Executive's express written
consent, a material reduction by the Company in the kind or level of Executive
benefits to which the Executive is entitled immediately prior to such reduction
with the result that the Executive's overall benefit package is significantly
reduced; (iii) without the Executive's express written consent, the Company
fails to retain the Executive as its President and Chief Executive Officer; (iv)
the Company substantially reduces Executive's authority or responsibility as
President and Chief Executive Officer; (v) Executive is removed or is not
re-elected as a member of the Board of Directors of Joystar, Inc.; (vi) a
successor fails to assume the obligations of the Company under this Agreement;
and (vii) notice by the Company to Executive of the non-renewal of the
Employment Term pursuant to Section 1(b) above.

         (d) DISABILITY. "Disability" means a mental or physical impairment
which prevents Executive from performing the responsibilities and duties of his
position to the satisfaction of the Board for a period of at least ninety (90)
days.

         (e) INVOLUNTARY TERMINATION. "Involuntary Termination" shall mean: (i)
termination by the Company of Executive's employment with the Company for any
reason other than Cause, death, or Disability or (ii) a Constructive
Termination.

         (g) UNDEFINED TERMS. Terms not defined herein shall have the meanings
given to such terms in the Plan, as in effect on the date hereof.


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7.       COVENANTS NOT TO SOLICIT AND NOT TO COMPETE.
         --------------------------------------------

         (a) For a period beginning on the Effective Date and ending on the
longer of (i) twelve (12) months following the date upon which Executive's
employment with the Company terminates, or (ii) the end of the Severance Period,
the Executive, directly or indirectly, whether as owner, sole proprietor,
partner, shareholder, director, member, consultant, agent, founder, co-venturer
or otherwise, shall: (i) not engage, participate or invest in any business
activity anywhere in the world which develops, manufactures or markets products
or performs services which are competitive with the products or services of the
Company at the time of the Executive's termination, or products or services
which the Company has under development or for which are the subject of active
planning at the time of the Executive's termination; provided, however, that the
Executive, may own as a passive investor, publicly-traded securities of any
corporation which competes with the business of the Company so long as such
securities do not, in the aggregate, constitute more than 3% of any class of
outstanding securities of such corporations; (ii) refrain from hiring or
attempting to employ, recruiting or otherwise soliciting, inducing or
influencing any person to leave employment with the Company or its resellers or
distributors and (iii) refrain from directly or indirectly soliciting
competitive business from any of the Company's customers and users, resellers or
distributors on behalf of any business which competes the Company.

         (b) The Executive understands that the restrictions set forth in this
Section 7 are intended to protect the Company's interest in its "proprietary
information" (as herein defined) and establish customer relationships in good
will, and agrees that such restrictions are reasonable and appropriate for this
purpose.

         (c) The Executive agrees that it would be difficult to measure any
damages caused by the Company which might result from any breach by the
Executive of the promises set forth in this Section 7, and that in any event
money damages would be an inadequate remedy for any such breach. Accordingly,
the Executive agrees that if the Executive breaches, or proposes to breach, any
portion of this Section 7, the Company shall be entitled, in addition all other
remedies that it may have, to injunction or other appropriate equitable relief
to restrain any such breach without showing or proving any actual damage to the
Company. In addition, if Executive breaches the promises set forth in this
Section 7, upon or after a termination of employment pursuant to Section 3(a),
the Company shall (i) cease all payments pursuant to Section 3(a), (ii)
terminate all benefits pursuant to Section 3(b) and (iii) all outstanding
options shall terminate.

8. PRIOR AGREEMENTS. Executive represents that Executive has not entered into
any agreements, understandings, or arrangements with any person or entity which
would be breached by Executive as a result of, or that would in any way preclude
or prohibit Executive from entering into this Agreement with the Company or
performing any of the duties and responsibilities provided for in this
Agreement.


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9. NOTICES. Any notice, report or other communication required or permitted to
be given hereunder shall be in writing and shall be deemed given (i) on the date
of delivery, if delivered personally or by facsimile, (ii) one (1) day after
being sent by Federal Express or a similar commercial overnight service or (iii)
three (3) days after mailing, if mailed by first-class mail, postage prepaid, to
the following addresses:

         If to the Executive, at the address set forth below the Executive's
signature at the end hereof.

         If to the Company:

         Joystar, Inc.
         95 Argonaut St. First Floor,
         Aliso Viejo, CA 92656

or to such other address as any party hereto may designate by notice given as
herein provided.

10. GOVERNING LAW. This Employment Agreement shall be governed by and construed
and enforced in accordance with the internal substantive laws, and not the
choice of law rules of, California.

11. AMENDMENTS. This Employment Agreement shall not be changed or modified in
whole or in part except by an instrument in writing signed by each party hereto.

12. SEVERABILITY. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision hereof, which shall remain in full force and effect.

13. SUCCESSORS.

         (a) COMPANY'S SUCCESSORS. Any successor to the Company (whether direct
or indirect and whether by purchase, lease, merger, consolidation, liquidation
or otherwise) to all or substantially all of the Company's business and/or
assets shall assume the obligations under this Agreement and agree expressly to
perform the obligations under this Agreement in the same manner and to the same
extent as the Company would be required to perform such obligations in the
absence of a succession. For all purposes under this Agreement, the term
"Company" shall include any successor to the Company's business and/or assets
which executes and delivers the assumption agreement described in this
subsection (a) or which becomes bound by the terms of this Agreement by
operation of law.

         (b) EXECUTIVE'S SUCCESSORS. The terms of this Agreement and all rights
of the Executive hereunder shall inure to the benefit of, and be enforceable by,
the Executive's personal or legal representatives, executors, administrators,
successor, heirs, distributees, devisees or legatees.


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<PAGE>

14. ENTIRE AGREEMENT. This Agreement, the Plan, the stock option agreements and
any restricted stock agreements for Executive's outstanding stock options and
restricted stock, the any restricted stock agreements for the Stock Grant, and
any other documents prepared pursuant to this Employment Agreement represent the
entire agreement and understanding between the Company and Executive concerning
Executive's employment relationship with the Company, and supersede and replace
all prior agreements or understandings relating to the subject matter hereof,
including, without limitation, and no agreements, representations or
understandings (whether oral or written or whether express or implied) which are
not expressly set forth in this Agreement have been made or entered into by
either party with respect to the relevant matter hereof. In the event of a
conflict between the terms of this Agreement and any document incorporated
herein, the terms of this Agreement shall prevail. In the case of conflict
between the terms of this Employment Agreement or the foregoing agreements (the
"Terms") and the provisions of any plan, policy, or practice of the Company as
is in effect from time to time (the "Provisions"), Executive's rights or the
Company's obligations shall be controlled by this Employment Agreement.

15. RIGHT TO ADVICE OF COUNSEL. Executive acknowledges that he has had the
opportunity to discuss this matter with and obtain the advice of legal counsel,
has had sufficient time to, and has carefully read and fully understands all the
provisions of this Agreement and the tax consequences thereof, and is knowingly
and voluntarily entering into this Agreement.

16. WITHHOLDING. The Company shall be entitled to withhold, or cause to be
withheld, from payment any amount of withholding taxes required by law with
respect to payments made to Executive in connection with his employment
hereunder.

17. COUNTERPARTS. This Employment Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.

18. EFFECT OF HEADINGS. The Section headings herein are for convenience only and
shall not affect the construction or interpretation of this Agreement.

         IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement.


                                         JOYSTAR, INC.



                                         By: /s/ William M. Alverson
                                             -------------------------
                                                  William M. Alverson




                                         EXECUTIVE:

                                         William M. Alverson



                                         By: /s/ William M. Alverson
                                             ------------------------
                                                  (Signature)




                                         Address






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