ATG INC
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.53
<SEQUENCE>3
<FILENAME>atg8kex10-53.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
                                                                   EXHIBIT 10.53
                                                                   -------------



                              EMPLOYMENT AGREEMENT

     This Employment Agreement ("Agreement"), entered into as of the 27th day of
October,  2000,  between  ATG Inc  ("the  Company")  and Vik Mani  ("Prospective
Employee")  and  collectively  as "the  Parties,"  amended and agreed to by both
parties as of February 8 2001 is further  amended and agreed to by both  parties
as of the 18th day of February,  2001.  This amended  Agreement  supersedes  the
previous version of the Agreement; and the terms and conditions contained herein
shall govern the employment  relationship  between the Parties. In consideration
of the foregoing  and the mutual  promises and  covenants  contained  herein and
other good and valuable  consideration,  the Company hereby employs  Prospective
Employee  in a new  position  as its Chief  Operations  Manager,  a  non-officer
position,  as of the date of February 18, 2001,and  Prospective  Employee hereby
accepts such employment.

1.   The term of the employment is for thirty-six (36) months effective the date
     of joining of the Company by  Prospective  Employee  which is November  20,
     2000. ATG will announce  Prospective  Employee as its new Chief  Operations
     Manager of the Company on a date mutually agreed upon. Prospective Employee
     is not employed  "at-will",  but is employed under the terms and conditions
     set forth in this Agreement.

2.   Prospective  Employee  will report at all times to the CEO of the  Company.
     The following  officers and  department  heads shall report to  Prospective
     Employee:
     All operations  personnel and business development  personnel,  except Fred
     Feizollahi.  As Chief  Operations  Manager of ATG,  Prospective  Employee's
     duties  and  responsibilities  will be to manage the  Company's  marketing,
     sales and operations.  Provided,  however, that the Engineering  Department
     (headed by Fred Feizollahi) is outside of the scope of the Chief Operations
     Manager's  responsibilities.  The Chief Operations Manager reports directly
     to the CEO. The Chief Operations  Manager will have no  responsibility  for
     the  financial  management  of the  Company and is not  authorized  to sign
     Company  checks or decide to whom such  checks will or will not be written.
     The Finance,  Accounting and Comptroller  organizations  report directly to
     the Chief  Financial  Officer (CFO),  who reports  directly to the CEO; and
     neither  of these  organizations  nor the CFO  report to or are  within the
     control of the Chief Operations Manager or the Operations organization. The
     Chief Operations Manager is not required or permitted to be involved in the
     collection,  accounting or payment of taxes or other indebtedness on behalf
     of the Company.

3.   The Company shall pay a signing bonus ("Signing Bonus") of $560,000.00,  to
     the Prospective Employee hereby receipted for by the Prospective  Employee,
     and received by the Prospective Employee in two payments on October 5, 2000
     ($307,500) and October 20, 2000  ($252,500)  prior to Prospective  Employee
     giving  notice  to  his  present  employer  of the  intent  to  resign  his
     employment.  The  Signing  Bonus  is paid to the  Prospective  Employee  in
     consideration  of the fact that the  Prospective  Employee  is  agreeing to
     resign his current  employment  as Senior Vice  President  with his current
     employer,  CH2M Hill, a premier  company of world  standing in the industry
     and in robust  financial  condition.  By giving up his employment with CH2M
     Hill,  the  Prospective  Employee is  sacrificing  in excess of one million
     dollars   ($1,000,000.00)   in   annual   bonuses,    long-term   incentive
     compensation,  stock options,  retirement  plans,  ESOP  contributions  and
     company stock appreciation.  The Company  acknowledges that it has received
     full and  adequate  consideration  from the  Prospective  Employee  for the
     Signing  Bonus  paid  by the  Company,  by the  action  of the  Prospective
     Employee  resigning  from his  current  position  and  agreeing to join the
     Company. ATG considers the services of the Prospective Employee critical to
     its credibility in the industry because of the proven  credentials,  skills
     and experience of the Prospective  Employee and is,  therefore,  willing to
     make  this  up-front  investment  as a Signing  Bonus  for the  Prospective
     Employee  as  inducement  for  Prospective  Employee  to resign his current
     employment  and join ATG, a much smaller  company with potential for growth
     but facing much greater  challenges  and  uncertainties.  The Signing Bonus
     shall be  irrevocable  and  non-refundable  to the  Company  and is for the
     inducement to the Prospective  Employee to execute this Agreement and leave
     his current,  senior level employment with a more assured  financial future
     and guaranteed employee benefits.  Upon the execution of this Agreement and
     giving  notice to his current  employer,  the said  Signing  Bonus shall be
     deemed fully earned.  Prospective  Employee  shall be  responsible  for all
     taxes associated with the signing bonus, i.e. federal and state withholding
     for income taxes, social security, and Medicare.

4.   In addition to the Signing Bonus described in Section 3., the Company shall
     pay  Prospective  Employee a salary of  $325,000,  in the first twelve (12)
     months of employment  payable in accordance  with Company  current  payroll
     practices as other  employees are scheduled for their payment of employment
     compensation.  Total first twelve (12) months' compensation,  excluding the
     Signing  Bonus and stock  options as  hereinafter  set forth,  is  $325,000
     gross.


5.   The Company  shall pay to  Prospective  Employee in the second  twelve (12)
     month period of employment,  a salary of $300,000.  Further,  Company shall
     pay Prospective  Employee a performance  cash bonus of $50,000.00  based on
     predetermined  performance goal as set forth below. The total  compensation
     is $350,000 in the second twelve (12) month time period if performance goal
     is met,  excluding stock options as hereinafter set forth.  The performance
     goal is defined as the Company  obtaining  a minimum of $15  million  ("New
     Business  Goal") of new DOE  business  (contracted  capacity)  from  INEEL,
     Hanford,  Rocky Flats or any other DOE contracts  within  twenty-four  (24)
     months from  commencement of the  employment.  Once the $15 million minimum
     New Business Goal  requirement is met, the  performance  cash bonus will be
     earned based on $10,000 per million dollars of new business up to a maximum
     of $50,000. Such performance bonus earned by the Prospective Employee shall
     be paid to the Prospective  Employee at six month intervals  commencing the
     date of  achievement  of the new business  goal,  but no later than 30 days
     after  earning  the maximum  second  twelve  (12) month  employment  period
     performance  bonus as stated above.  In the event  Prospective  Employee is
     terminated by the Company, resigns for Good Reason, as hereinafter defined,
     or due to Change of Control,  as  hereinafter  defined,  or dies or becomes
     disabled during the second twelve (12) month period, such performance bonus
     will be  computed  and paid on the same basis as if he were still  employed
     with the Company for such period.


6.   The Company  shall pay to  Prospective  Employee  in the third  twelve (12)
     month  period of  employment a salary of $300,000 , plus a cash bonus up to
     the amount of $50,000  based on the  performance  goal to be  determined by
     both  Parties.  Such  goal  will not be less  than $20  million  of DOE New
     Business  ($20  million  of DOE  new  business  contracted  capacity)  from
     Hanford, Rocky Flats, INEEL or any other DOE contracts,  however, alternate
     sources of "New  Business"  may be agreed upon  between the Company and the
     Prospective  Employee as the basis for setting  the  performance  goal (New
     Business)  stated above.  Such bonus shall be paid to Prospective  Employee
     pro-rated at 6 month  intervals  commencing  the date of achievement of the
     performance  goal,  but no later than  thirty  (30) days after  earning the
     bonus set forth above. In the event  Prospective  Employee is terminated by
     the Company,  resigns for Good Reason,  as hereinafter  defined,  or due to
     Change of Control,  as  hereinafter  defined,  or dies or becomes  disabled
     during the third twelve (12) month period,  such bonus will be computed and
     paid on the same basis as if he were still  employed  with the  Company for
     such period.  During the third twelve (12) month period of employment only,
     the  Prospective  Employee will be paid salary at the annual salary rate of
     $300,000 only after the performance goal as agreed upon between the Company
     and the  Prospective  Employee as stated  above is achieved  and the actual
     business delivered during the first 24 months of employment is at least $10
     million.  During the third  twelve (12) month  period of  employment  only,
     until such a time when the  performance  goal is achieved,  the Prospective
     Employee will be paid salary at the reduced annual rate of $200,000. In the
     event the  performance  goal for the third  twelve (12) month period is not
     mutually  agreed to, then it shall be as set forth above,  which is defined
     as the Company  obtaining a minimum of $20 million ("New Business Goal") of
     new DOE business (contracted capacity) from INEEL, Hanford,  Rocky Flats or
     any  other  DOE  contracts  within  24  months  from  commencement  of  the
     employment.

7.   In addition to the Company's New Business  Goals,  as the Chief  Operations
     Manager,  Prospective  Employee  understands that other overall measures of
     Company's performance, such as profitability, cost cutting measures, health
     and  safety,  effective  and  efficient  operation,  new market and product
     development,   will  also  be  within  Prospective   Employee's   executive
     responsibility.  However,  the standard for Performance  Bonus  eligibility
     shall  be the New  Business  Goals.  Because  of such  responsibilities  of
     Prospective  Employee,  the Company agrees to provide Prospective  Employee
     with a sufficient  operations  budget  assistance  and support to allow the
     accomplishment  of the New Business  Goals,  such as reasonable  travel and
     entertainment  expenses,  cell  phone,  computer,  etc and other  customary
     Business Development expenses, as well as to assist Prospective Employee in
     his overall  responsibilities.  Prospective Employee is authorized to incur
     expenses in the  performance  of his duties.  The Company  shall  reimburse
     Prospective  Employee for all such expenses ten days after  submitting  the
     expenses  or at the next pay  period,  whichever  is  sooner.  The  Company
     recognizes  that  Prospective  Employee's  ability to assist the Company in
     achieving  its  performance  goals,  including New Business  Goals,  may be
     affected by matters  beyond  Prospective  Employee's  control  and/or prior
     knowledge,   such  as  Company's  financial  condition,   prior  regulatory
     violations or other prior  conflicts with clients.  Therefore,  Prospective
     Employee's  failure  to meet  the New  Business  Goals  or  otherwise  meet
     Company's anticipated levels of performance shall not constitute a basis to
     deny  Prospective  Employee  payment of  performance  bonuses or  terminate
     Prospective  Employee's  employment  for  Cause (as  defined  below) to the
     extent caused by matters beyond Prospective Employee's control and/or prior
     knowledge.



8.   In the event the  Prospective  Employee  resigns from the company due to no
     breach by the  Company  of this  agreement  before  expiration  of the (36)
     months term of this agreement,  Prospective Employee's Employment will end,
     without further obligation or liability to the Company, provided,  however,
     the Prospective Employee will make himself available to ATG upon request on
     an exclusive consulting basis at the rate of $2000/day for a minimum period
     of up to 180 days  following his  resignation in order to assure an orderly
     transition.  The foregoing shall constitute  Company's  exclusive remedy in
     the event that Prospective  Employee terminates his employment prior to the
     expiration  of the (36) months terms of this  agreement due to no breach of
     this Agreement by the Company.  Company  expressly waives the right to seek
     other remedies,  including but not limited to specific  performance,  or to
     claim damages,  whether arising in contract,  tort, or otherwise (including
     negligence and strict liability) in connection with Prospective  Employee's
     resignation  of his  employment.  In the  event  the  Prospective  Employee
     resigns  during the term of this  Agreement due to breach of this Agreement
     by the Company,  the Company filing for Bankruptcy in any form, or for Good
     Reason  (hereinafter  defined),  then the Company shall pay the Prospective
     Employee  an amount  equal to one twelve (12) month  period  salary for the
     twelve  (12)  month  period  of  such  resignation,  earned  but  not  paid
     performance  bonuses,  and the  relocation  costs set forth in  Section  18
     hereof.  All payments will be effected in a single lump sum payment  within
     two weeks of the  effective  date of  Prospective  Employee's  resignation.
     Further,  all the stock  options  granted  shall be deemed fully earned and
     vested with the time period to exercise all stock  options  extended by one
     year, and the Company shall be responsible for the  continuation of medical
     benefits at Company's expense for a period of twelve (12) months. It is the
     intent of the Prospective  Employee to remain on the Company's  Payroll and
     help the Company through any  restructuring  activities,  provided however,
     there would be no change in compensation and there will be no change of the
     CEO and/or the Executive Vice President.

     A.   In the event Prospective Employee is terminated by the Company for any
          reason  whatsoever,  including  disability,  and other  than for Cause
          ("Cause" as defined  below)  prior to the end of the  thirty-six  (36)
          month term, the Company shall pay the Prospective Employee a severance
          salary  equal to one twelve  (12) month  period  salary for the twelve
          (12) month period such  termination  occurs,  all the performance cash
          bonuses  earned but not paid to  Prospective  Employee until then, and
          the relocation  costs as set forth in Section 18 hereof.  All payments
          will be effected in a single lump sum payment  within two weeks of the
          effective date of Prospective  Employee's  resignation.  Further,  all
          stock options  granted will be deemed fully earned and vested with the
          time  period to  exercise  the stock  options  extended  by one year .
          Additionally,  the Company shall be responsible  for  continuation  of
          medical  benefits  for a period of  twelve  (12)  months at  Company's
          expense.  In  consideration  of the foregoing,  the Parties  expressly
          waive their rights to bring any claim for other  compensation or other
          legal  action  against the other in  connection  with the  Prospective
          Employee's  termination by the Company.  Nothing herein shall restrict
          the right of the  Company  to  terminate  the  Prospective  Employee's
          employment for Cause. "For Cause" or "Cause" as used in this Agreement
          shall mean that at the option of the Company,  Prospective  Employee's
          employment hereunder shall be terminated immediately,  upon any of the
          following  actions or  occurrences if Company in good faith and not in
          an arbitrary  manner  believes that such action or occurrence  impairs
          Company's  willingness  to place trust in  Prospective  Employee as an
          employee  or impairs  Prospective  Employee's  ability to perform  the
          services required of Prospective Employee hereunder:

          (i)  Prospective   Employee's  personal  dishonesty,   commission  and
               conviction  of  any  felony  affecting  his  reputation  and  the
               business of the Company;

          (ii) Prospective   Employee's  gross  negligence  or  gross  negligent
               misconduct which materially affects the business of the Company;

          (iii) Prospective Employee's willful misconduct;

     B.   Death or disability  shall not be deemed a resignation and Prospective
          Employee or his  successors  or assignees  shall have no obligation of
          any  payments to the Company due to  Prospective  Employee's  death or
          disability. Prospective Employee is deemed to be under a disability if
          he is unable to  perform  his  duties on  account  of illness or other
          incapacity and such illness or other incapacity continues for a period
          of more than three (3) consecutive months during any twelve (12) month
          period.  After such three (3) month period, the Company shall have the
          right to  terminate  Prospective  Employee.  The  termination  becomes
          effective  after  providing  thirty  (30)  days  written  notice.   If
          Prospective  Employee  is  deemed  disabled,  by a  physician  of  his
          choosing, then the time deadline to exercise any stock option shall be
          extended twelve (12)months and waived entirely if Prospective Employee
          is deceased. Prospective Employee's estate, legal representatives,  or
          heirs,  as  appropriate,  shall  succeed to and acquire all rights and
          benefits of Prospective Employee herein.

     D.   "Good Reason" for Prospective  Employee's resignation from the Company
          shall mean any one of the  following:  (i) the Company  breaches  this
          Agreement;  (i) the Company files for Bankruptcy in any form; (ii) the
          Company fails to meet its obligations to pay wages or state or federal
          taxes;  (iii) the Company  fails to renew its Officers  and  Directors
          Liability   Insurance   Policies  with  the  same  policy  limits  and
          comparable coverage as the current policies; (v) the Company's by-laws
          do not clearly define the duties of the Chief Operations  Manager in a
          manner  consistent with the description set forth in Section 2, above,
          or are not amended to be consistent within 7days of the effective date
          of this  Agreement;  (vi) the Board of Directors does not approve this
          amended  Agreement and  Prospective  Employee does not receive written
          confirmation  of such approval  within 7 days of the effective date of
          this  Agreement;  (vii) the Company  has not  recorded or the Board of
          Directors has not confirmed the Company's payment of the Signing Bonus
          within  one  week of the  effective  date of this  Agreement;(viii)  a
          mutually acceptable arrangement is not reached between the Prospective
          Employee and the Company within two weeks of signing of this Agreement
          by the Prospective Employee and the Company to Protect the Prospective
          Employee  against  Payroll and Payroll  Taxes  Liability and to defend
          against potential claims in the event the Company files for Bankruptcy
          in any form.

     E.   Company's  termination  of  Prospective  Employee  will  be  effective
          immediately  upon  the  Company   providing   written  notice  to  the
          Prospective  Employee in the manner described in Section 22 unless the
          Company's  notification  specifies otherwise.  Prospective  Employee's
          resignation shall be effective immediately upon Prospective Employee's
          written  notice to the Company in the manner  described in Section 22,
          unless Prospective Employee's notification specifies otherwise.

9.   Prospective  Employee shall be granted an option to purchase  90,000 shares
     of the  Company's  common  stock at the  market  price on  January 2, 2001,
     deemed  vested  in  accordance  with the  Company's  policies  i.e.  vested
     proratedly  over  thirty-six  (36)  month  s.  However,  in  the  event  of
     Prospective  Employee's death,  disability,  termination by the Company, or
     resignation  by  Prospective  Employee  during the term for Good  Reason or
     Change of Control,  all such stock  options  granted shall be deemed earned
     and vested,  and the time period to exercise the options  shall be extended
     by twelve months.


10.  In the event the New Business Goal ($20 million of contracted  capacity) is
     met by the  Company on or before  December  31,  2001,  a stock  option for
     60,000  shares of the  Company's  common  stock,  at the stock  price as of
     December  31,  2001 shall be granted to the  Prospective  Employee.  In the
     event the New Business  Goal is exceeded by $10 million ($30 million  total
     of contracted capacity), a stock option of an additional 60,000 shares (for
     a total of 120,000 shares) of Company's  common stock, at the same price as
     set forth above,  shall be granted to  Prospective  Employee.  Such options
     shall vest in  accordance  with the  Company  policy as set forth  above in
     Section  9,  subject to the same  exceptions  as set forth in Section 9 for
     death,  disability,  termination  by the  Company,  or  resignation  by the
     Prospective Employee for Good Reason or Change of Control.

11.  In the event during the term of this Agreement,  the Company's common stock
     sells  publicly  at a price of $20 or more per  share for a period of three
     (3) consecutive months, (in the event of stock splits, adjustments shall be
     made accordingly for such effective  computation),  the Company shall grant
     Prospective  Employee an additional  100,000 shares of the Company's common
     stock,  deemed  vested  equally over the three twelve (12) month periods of
     the term. The option price shall be as set forth above.  Such options shall
     vest in accordance with the Company policy as set forth above in Section 9,
     subject  to the same  exceptions  as set  forth  in  Section  9 for  death,
     disability,  termination by the Company,  or resignation by the Prospective
     Employee for Good Reason or Change of Control.

12.  All stock  options  vested to  Prospective  Employee  must be  exercised in
     accordance with the Company's standard policies for officer stock options.

13.  "Change of Control" means any one of the following:

     (i)  change of ownership including acquisition of the Company;  acquisition
          of equal to or greater  than 50%of the issued and  outstanding  common
          stock  by a  single  individual  or  entity  other  than  the  current
          principal stock holders;
     (ii) a significant merger or consolidation;
     (iii)change  in   executive   direction  of  the  Company   including   the
          appointment of a new CEO;
     (iv) a change  in the  majority  of the  Board of  Directors  caused by the
          merger or consolidation;
     (v)  Liquidation or Dissolution of the Company including direct or indirect
          sale or other disposition of all or substantially all of the assets of
          the Company;
     (vi) a  significant  change in the business  lines of the  Company.  In the
          event of a Change of  Control,  the  Prospective  Employee  may resign
          without   further   obligation   to  the  Company  or  the   successor
          organization  and Company  shall pay to  Prospective  Employee all the
          salaries and performance  bonuses payable to the Prospective  Employee
          during  the first  twenty-four  (24) month  period of this  Employment
          Agreement,  as well as the relocation costs provided for in Section 18
          hereof.  All  payments  will be  effected in a single lump sum payment
          within  two  weeks of the  effective  date of  Prospective  Employee's
          resignation.  Further,  Stock Options already granted are deemed fully
          earned and vested. .  Additionally,  the Company shall provide for the
          continuation of medical benefits at Company's  expense for a period of
          eighteen (18) months after Prospective  Employee's separation from the
          Company.  The time  period  to  exercise  all stock  options  shall be
          extended by one year .


14.  The Company's  corporate house in Richland,  WA, fully furnished,  shall be
     provided, as primary residence, exclusively to Prospective Employee and his
     family,  and paid for and  maintained  by the Company.  All  utilities  and
     maintenance  expenses  will be Company's  responsibility.  The  Prospective
     Employee  will be  responsible  for all personal  long  distance  telephone
     charges.  Prospective  Employee's  principal  place of work is deemed to be
     Richland, WA.

15.  DELETED.

16.  The Company shall provide Prospective  Employee with the Company's standard
     benefits to all  employees,  including but not limited to medical,  dental,
     vision  and  life  insurance  benefits,  as  well as  participation  in the
     Company's 401K or other  retirement  plan(s),  sick days and personal days.
     Prospective  Employee  shall be provided  the option to add, at his expense
     such participation of family members in such plans.

17.  Prospective  Employee  shall be entitled  to receive 4 weeks paid  vacation
     during each twelve (12) month period of the agreement. Prospective Employee
     agrees to reasonably  work with the Company as to timing and length of time
     increments when such vacation is used.

18.  The Company  will pay  relocation  costs for the  Prospective  Employee and
     spouse to move to Richland, Washington including coach air fare or over the
     road expenses. The Prospective Employee will maintain his current household
     in Denver  at his own  expense  and will not move  furniture  to  Richland,
     Washington.  The Company  will pay for  movement  of  personal  effects and
     shipment of one automobile.  In the event of termination of the Prospective
     Employee by the Company,  voluntary termination by the Prospective Employee
     due to Good  Reason or Change of Control  conditions  stated in Section 13,
     all  relocation  costs,  on the same  basis as above,  shall be paid to the
     Employee for relocation back to Denver, Colorado or another city within the
     continental USA within the same distance.


19.  Prospective  Employee  agrees to give notice to his current  employer on or
     before November 17, 2000.  Prospective  Employee can use his best judgement
     how to transition  from his existing  employment  provided ATG can announce
     his  employment as provided for in Section 1. If the  Prospective  Employee
     does not resign from the current  employer,  the Prospective  Employee will
     promptly  refund,  at the  request of the CEO of the  Company,  the Signing
     Bonus paid in consideration  and as inducement to the Prospective  Employee
     for resigning  from his current  employment,  received IN CASH OR CERTIFIED
     FUNDS.  It is agreed  that such  repayment  of the  Signing  Bonus shall be
     LIQUIDATED  DAMAGES and are Company's SOLE AND ONLY REMEDY for  Prospective
     Employee's failure to resign from his current employment for the purpose of
     joining the  Company.  Company  expressly  waives the  remedies of specific
     performance and additional damages.

20.  The  Company  will  reimburse  Prospective  Employee's  family  (either the
     Prospective  Employee or the spouse) for round-trip coach class airfare and
     expenses  to Denver,  Colorado  not to exceed ten trips  during each twelve
     (12) month  period of  employment.  In  additional  to the ten  trips,  the
     Company will reimburse  Prospective  Employee and the spouse for additional
     two trips the cost of  round-trip  coach  class  airfare  and  expenses  to
     Denver,  Colorado  during the  Holiday  seasons  i.e.  November  22 through
     December 31.

21.  All information disclosed and discussed in writing or verbally by any party
     (or its representative) in connection with the transaction  contemplated by
     this  Agreement  to any other party (or its  representative)  shall be kept
     confidential by such other party and its representative.

22.  Any notice or other  communication  hereunder  must be given in writing and
     (a)  delivered  in  person,  (b)  transmitted  by telex,  telefax  or other
     telecommunications mechanism or (c) mailed by certified or registered mail,
     postage prepaid, receipt requested, as follows:

         If to Company addressed to:
         ATG Inc.
         47375 Fremont Boulevard
         Fremont, CA 94538

         Attention: Doreen Chiu, President and CEO

         If to Prospective Employee, addressed to:
         Vik Mani
         7902 Glenridge Drive
         Castle Rock, Colorado 80104

         or to such other  address or to such other person as either party shall
         have last  designated  by such  notice to the  other  party.  Each such
         notice or other communication shall be effective

          (i)  if given by  telecommunication,  immediately  when transmitted to
               the  applicable  number so  specified  in (or  pursuant  to) this
               Section 22 and an electronic acknowledgement is recorded
          (ii) if  given  by  mail,  three  days  after  such  communication  is
               deposited  in  the  mails  with  first  class  postage   prepaid,
               addressed as aforesaid
          (iii) if given by Express or Priority Mail, the date of mailing or
          (iv) if given by any  other  means,  when  actually  received  at such
               address.


23.  This  Agreement  supersedes  any and all prior  written or oral  agreements
     between the Company and  Perspective  Employee and  constitutes  the entire
     agreement between the parties with respect to the subject matter herein and
     no  modification,  amendment,  or waiver of any of the  provisions  of this
     Agreement shall be effective unless in writing and signed by both parties.

24.  Prospective  Employee and the Company agree that any dispute or controversy
     relating  or in  connection  with this  Agreement,  or the  interpretation,
     validity,  construction,  performance,  breach,  or  termination  shall  be
     settled by binding arbitration. The decision of the Arbitrator may enter as
     a judgment in any court with competent jurisdiction. .

25.  This Agreement is binding upon and benefits the heirs, executors, and legal
     representatives of Prospective  Employee and any successors of the Company.
     Any such  successor  of the  Company  will be  deemed  substituted  for the
     Company under the terms of this Agreement for all purposes. Successor shall
     mean any firm,  corporation,  or other  business  entity  which at any time
     whether by purchase, merger, or otherwise,  directly or indirectly acquires
     all or substantially all of the assets or business of the Company.

26.  The  Prospective  Employee is not  required  to Mitigate  the amount of any
     payment or benefit received  pursuant to this Agreement due to cessation of
     employment . Further,  the Company  cannot  reduce any benefits or payments
     because of any earnings or benefits that  Prospective  Employee may receive
     from any other source known to the Company.  Notwithstanding the foregoing,
     the  Prospective  Employee  is not  required  to inform the  Company of any
     retirement benefits received from present or previous  employers,  and such
     retirement   benefits  shall  not  reduce  the  liability  of  the  Company
     hereunder.

27.  This Agreement may be executed in any number of counterparts, each of which
     shall be an original,  but all of which together  shall  constitute one and
     the same agreement. Facsimile signatures are deemed to be originals for the
     purposes of this Agreement.

28.  All agreements and covenants  contained  herein are severable,  and, in the
     event any one of them,  with the exception of those  contained in reference
     to  the  duties  to be  performed  by  the  Prospective  Employee  and  his
     compensation,  shall be held to be invalid  by any  competent  court,  this
     Agreement  shall be interpreted as if such invalid  agreements or covenants
     were not contained herein.

29.  Any ambiguity in this Agreement will be not be construed in favor of either
     party.

30.  ATG  represents  that no  claims  have  been  paid and  there are no claims
     currently  pending  on  the  existing   Directors  and  Officers  Liability
     Insurance Policies with Executive Risk Indemnity Inc. and Genesis Insurance
     Company.  ATG further  represents  that these  policies  will be renewed or
     policies with comparable  coverage and limits of liability purchased and in
     effect prior to the expiration of the current insurance  policies on May 6,
     2001. ATG will provide  Prospective  Employee with written  confirmation of
     the foregoing from its insurance  agent within 14 days of execution of this
     Agreement.



31.  The Company hereby  represents that this Agreement has been approved by its
     Board of Directors and agrees to hold harmless  Prospective Employee if the
     Board of Directors has not approved this Agreement.

IN WITNESS  WHEREOF,  each of the parties hereto has caused this Agreement to be
executed by its duly  authorized  officer or individually as of the day and year
first above written.


         Company                                 Prospective Employee

         ATG, Inc.


         By   /s/ Doreen M. Chiu                 /s/ Vik Mani

         ATG, Inc. President & CEO               Vik Mani






</TEXT>
</DOCUMENT>
