MDSI MOBILE DATA SOLUTIONS INC /CAN/
EMPLOYMENT AGREEMENT - WAIDMANN
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>6
<FILENAME>ex10_21.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - WAIDMANN
<TEXT>
                                                                   EXHIBIT 10.21




                              EMPLOYMENT AGREEMENT

THIS AGREEMENT made to have effect the 9th day of May, 2000.

BETWEEN:

          MDSI MOBILE DATA SOLUTIONS INC. a Canadian corporation, having a place
          of business at 10271 Shellbridge Way, Richmond, B.C., Canada, V6X 2W8

          (the "Company")

AND:

          Richard S.  Waidmann,  residing at 417 West Swon  Avenue,  St.  Louis,
          Missouri, USA. 63119

          (the "Employee")

WHEREAS the Company wishes to employ the Employee and the Employee is willing to
accept  such  employment  upon  the  terms  and  conditions  set  forth  in this
Agreement;

NOW  THEREFORE in  consideration  of the premises and the mutual  covenants  and
agreements  herein set forth the parties hereto  mutually  covenant and agree as
follows:

EMPLOYMENT
----------

1.1  The  Company  hereby  employs the  Employee in the  position of Senior Vice
     President & General  Manager,  reporting  to the  President & COO,  and the
     Employee  hereby  accepts such  employment.  The Employee shall perform all
     executive duties incident to such position and such executive duties as may
     be  reasonably  required  from time to time by the  President & COO, or the
     CEO. An outline of the initial job description is set forth in Schedule "A"
     hereto.  The  Employee's  employment  will commence upon the closing of the
     merger between MDSI and Connectria.

1.2  The  Employee  shall  perform  his  duties  working  out of the St.  Louis,
     Missouri office and the Employer shall at all times provide for Employee in
     the greater St.  Louis  metropolitan  area,  an office  with  clerical  and
     administrative  staff  and  equipment  required  for  Employee  to  perform
     Employee's duties. The Employee shall not be required to transfer to, or be
     based at, an office located outside the greater metropolitan St. Louis area
     without the  Employee's  consent.  The Employee shall during his employment
     act at all times in  accordance  with the  policies  set forth from time to
     time by the Company and applicable to its executives  generally,  including
     without  limitation,  its business conduct policy, a copy of which has been
     supplied to the Employee who acknowledges its receipt.


EXCLUSIVE SERVICE

<PAGE>

2.1  The Employee  shall,  during his  employment  with the Company,  devote his
     primary  business  time and attention  during  normal  working hours to the
     business of the Company,  and may not  continue as a director,  employee or
     consultant  to any other  company,  firm or  individual  without  the prior
     written consent of the Company; provided however that Employee may, without
     Employer's prior written consent, continue to provide services and work for
     other  businesses  in  which  Employee  owns an  interest  (including  Eric
     Richards, Inc., Eric Richards Holdings, Inc., and ER Cleaners I, LLC, which
     shall be referred to as the "Employee  Businesses") provided that such work
     and services do not substantially interfere with the duties and obligations
     required of the Employee under this Agreement.

REMUNERATION AND BENEFITS
-------------------------

3.1  The  Company  shall pay the  Employee  the  following  salary,  bonuses and
     benefits:

     a)   remuneration  calculated  on the basis of a basic gross  salary in the
          amount of U.S. $140,000 per annum, in equal semi-monthly installments.
          Employee's  salary  will be  reviewed  at  least  annually  and may be
          increased (but not decreased) at such time;

     b)   participation  in the  employee  group  benefits  program  (subject to
          acceptance  by the  plan  providers)  which  are  offered  to US based
          employees.  These programs may be modified by the Company from time to
          time as to all participants generally;

     c)         an  Incentive  Bonus  program  as set  forth  in  Schedule  B of
          this Agreement;

     d)         participation in the Employee Stock Purchase Plan; and

     e)         reimbursement  for all  reasonable  and necessary  traveling and
          other  expenses  (properly  approved by the  Company)  incurred by the
          Employee in connection with his duties  hereunder  provided,  however,
          for all such  expenses  the  Employee  shall  furnish  statements  and
          vouchers and shall be in accordance with the policies of the Company.

3.2  All payment of salary or bonus shall be paid in United States  Dollars less
     all applicable  deductions  for taxes and deductions  approved / elected by
     Employee.


3.3  Any stock  options  granted to the  Employee  from time to time are made in
     accordance  with the  Company's  Stock  Option Plan ("the Plan") as amended
     from  time to time by the  Company.  A copy of the  current  plan  has been
     supplied  to


                                       2-
<PAGE>

     the Employee who acknowledges its receipt.  The Employee  acknowledges that
     notwithstanding the provisions in the current,  Company's Stock Option Plan
     regarding  accelerated  vesting  in the  event of a Change of  Control  (as
     defined in the Plan) or Terminating  Event (as defined in the Plan), in the
     event that a Change of Control or Terminating Event occurs only those Stock
     Options that would have  ordinarily  vested to the  Employee  over the next
     twelve  months  had  such  change  or  event  not  occurred   shall  become
     immediately  exercisable in accordance  with Section 11 of the Plan and the
     balance  of  such  Stock  Options  shall   immediately   expire  and/or  be
     terminated.

VACATION
--------

4.1  The  Employee  shall be entitled to a vacation  period with pay of four (4)
     weeks (20 working days) per annum and shall be taken at such time as agreed
     to by the Company, acting reasonably.


NON-DISCLOSURE OF CONFIDENTIAL INFORMATION, TRADE SECRETS AND WORK PRODUCT
--------------------------------------------------------------------------

5.1  The Employee  acknowledges  that as Senior Vice President & General Manager
     of the  Company,  he holds a fiduciary  position  and owes to the Company a
     duty of utmost  loyalty and good faith.  The  Employee  agrees to serve the
     Company well and faithfully and to the best of his ability,  and to use his
     best efforts to promote its interests.

5.2  In this  Agreement  the following  terms shall have the meanings  described
     below:

          (a)  "Confidential  Information" means any information  concerning the
               Company's  scientific,  technological,   financial  and  business
               interests  which is not generally  available to third parties and
               is  identified or is  reasonably  capable of being  identified as
               confidential   and   proprietary   information  of  the  Company.
               Confidential Information shall include but not be limited to: (a)
               production   processes   and   materials;   customer   lists  and
               requirements;  business plans and strategies; and other materials
               or  information  relating  to the  business of the  Company;  (b)
               computer  software  in source and  executable  code,  and related
               documentation   in  any  media   including   all   modifications,
               enhancements  and  versions  and all options  available  for such
               software;  and (c)  information  defined herein as a Trade Secret
               but which is determined by a court of competent  jurisdiction not
               to rise to the level of a trade secret under applicable law.

          (b)  "Trade  Secret" means any  information  which is identified or is
               reasonably  capable  of  being  identified  as  confidential  and
               proprietary  information of the Company  which:  (a) has economic



                                       3-
<PAGE>

               value,  actual or  potential  to the  Company  because  it is not
               generally  known to other persons who might obtain economic value
               from  its  disclosure  or  use;  or  (b)  the  Company  has  made
               reasonable efforts to keep secret or out of the public domain.

          (c)  "Work Product" means any work, research, design or development in
               whatever  medium  which is  produced  or created by the  Employee
               during  the term of this  Agreement  pertinent  to the  Company's
               scientific,  technological,  financial or business  interests and
               may include Confidential Information and Trade Secrets.

5.3  The  Employee  agrees  to keep  confidential  and  shall  not  directly  or
     indirectly  divulge or disclose to anyone nor use or otherwise  appropriate
     Confidential Information, Trade Secrets or Work Product either during or at
     any time after the term of this Agreement.

5.4  The Employee  agrees that in the course of his employment  with the Company
     he will not bring to or use at the Company the confidential  materials of a
     former  employer or third party which are not  generally  available  to the
     public.

5.5  The Employee  agrees that any Work Product  shall be the sole and exclusive
     property of the Company.  The Company is and shall be the sole owner of all
     copyrights,  patents  and other  intellectual  property  rights in the Work
     Product.

5.6  The Employee agrees to assign to the Company any rights that he may have or
     acquire  in the Work  Product  and  hereby  waives all claims to any right,
     title or interest in the Work Product,  including any moral rights which he
     may have or acquire in the Work Product or to its use,  including the right
     to  restrain  or claim  damages  for any  distortion,  mutilation  or other
     modification  of the Work  Product or any part  thereof  whatsoever,  or to
     restrain use or  reproduction  of the Work  Product in any  context,  or in
     connection with any product or service.  At any and all times either during
     or after the term of this  Agreement the Employee shall upon the request of
     the Company promptly perform all such acts and execute and deliver all such
     documents  that may be necessary  to vest in the Company the entire  right,
     title and interest in and to any Work Product.

CONFLICT OF INTEREST AND NON-COMPETITION
----------------------------------------

6.1  The Employee agrees that the Company has a legitimate  interest in ensuring
     that Confidential Information, Trade Secrets and Work Product will not fall
     into  the  hands of its  competition  nor be used by the  Employee  for any
     purpose  other  than the  execution  of his  duties as an  employee  of the
     Company. Accordingly it is specifically agreed that:

     (a)  The Employee shall not during the term of this Agreement,  for his own
          account or for the account of a third  party,  directly or  indirectly
          develop,



                                       4-
<PAGE>

          design,  manufacture,  sell or solicit  for sale or lease  products or
          services including computer programs,  codes and documentation similar
          in function to those developed, designed,  manufactured or sold by the
          Company  or  undertake  any other  business  endeavor  actively  being
          considered by the Company of which the Employee is aware of due to the
          Employee's position with the Company;

     (b)  The  Employee  shall  not for a period of one (1) year  following  the
          termination of his employment,  whether for his own account or for the
          account of a third party,  directly or  indirectly,  develop,  design,
          manufacture,  sell or solicit for  products or services  which are the
          same  or  similar  in  function  to  products   developed,   designed,
          manufactured  or marketed the by the Company  during the period of two
          (2)  years  immediately  preceding  the  date  of  termination  of the
          Employee's   employment  or  undertake  any  other  business  endeavor
          actively  being  considered  by the  Company of which the  Employee is
          aware of due to the Employee's position with the Company;

     (c)  For a  period  of  one  (1)  year  following  the  termination  of his
          employment, the Employee shall not, whether for his own account or for
          the account of a third party, directly or indirectly,  sell or solicit
          for  sale  products  or  services  which  are the same or  similar  in
          function to those developed, designed, manufactured or marketed by the
          Company to any  customer or  potential  customer of the  Company.  For
          purposes  of this  section  "customer"  means any person from whom the
          Company  has  received  an  order  during  the  two  (2)  year  period
          immediately  preceding  the  date  of  termination  of the  Employee's
          employment.   "Potential   customer"  means  those  persons  who  have
          contacted  the Company or have been  contacted the Company with a view
          to  obtaining  an order  during  the two (2) year  period  immediately
          preceding  the  Company  the  date  of   terminating   the  Employee's
          employment.

     (d)  For a period of one (1) year  following the date of termination of his
          employment, the Employee shall not, whether for his own account or for
          the account of a third  party,  directly or  indirectly,  approach any
          other employee of the Company with a view to offering or causing to be
          offered  to such  other  employee  of the  Company a new  position  or
          employment with any other person or company.

6.2  The Employee  acknowledges and agrees that there can be no geographic limit
     to his covenant not to compete due to the nature and extent of the business
     of the Company,  the market for the Company  products and the  technologies
     with which the Company is involved.

6.3  The parties to this  agreement  recognize  that a breach by the Employee of
     any of the covenants  contained in Sections 5 and 6 of this Agreement would
     constitute



                                       5-
<PAGE>

     an  interference  with  the  ongoing  business  of the  Company  and  cause
     irreparable  harm to the Company which could not be adequately  compensated
     for by monetary damages. Accordingly, the Employee agrees that in the event
     of a breach by him of any of the covenants contained in Sections 5 and 6 of
     this  Agreement,  he shall and hereby does consent to an  injunction  being
     issued  against him  restraining  him from any  further  breach of the said
     covenants.  The  provisions of this section shall not be construed so as to
     affect or impair any other remedies which the Company may have in the event
     of such breach, including but not limited to an action for damages.

OWNERSHIP AND USE OF WORK PRODUCTS
----------------------------------

7.1  The Company  acknowledges that general  knowledge and experience  including
     general techniques,  algorithms, methods and formulae not developed for the
     Company's  specific  application or work gained by the Employee prior to or
     in the  course  of his  association  with the  Company,  may be used by the
     Employee at any time prior to, during or subsequent to his association with
     the Company, unless a specific agreement to the contrary is entered into by
     the Employee and the Company.

7.2  This  Agreement  does  not  apply  to  any  general  techniques,  formulae,
     algorithm  or method for which no  equipment,  supplies,  facility or other
     resources or trade secret information of the Company was used and which was
     developed  entirely on the  Employee's  own time  unless  such  techniques,
     formulae,  algorithms,  or method  related  directly to the business of the
     Company  or the  Company's  actual  demonstrated  anticipated  research  or
     development.

SICK LEAVE
----------

8.1  If the  Employee  shall,  at any time,  by reason of  illness  or mental or
     physical  disability,  be incapacitated from carrying out the terms of this
     Agreement, he shall provide the Company with medical evidence to prove such
     incapacity and the cause  thereof,  and shall receive his full salary until
     such time as the start of short  term or long  term  disability,  or in any
     case for a period of no longer than thirty (30) days.

TERMINATION BY COMPANY FOR CAUSE
--------------------------------

9.1  Without  prejudice  to any remedy the Company may have against the Employee
     for any  breach or  non-performance  of this  Agreement,  the  Company  may
     terminate  this  Agreement,  subject to  Section  11, for cause at any time
     effective  immediately  and without  notice and without any payment for any
     compensation either by way of anticipated earnings or damage of any kind to
     him  whatsoever,  save and except in respect of remuneration to the date of
     such  termination.  For  the  purposes  of this  paragraph,  any one of the
     following   events  shall   constitute



                                       6-
<PAGE>

     good and sufficient  reason for termination of this Agreement and dismissal
     for cause:

     a)   being  guilty  of any  material  dishonesty  or gross  neglect  in the
          discharge of his duties hereunder which has an adverse impact upon the
          Company; or

     b)   being convicted of any criminal offense  constituting a felony,  other
          than any offense which in the  reasonable  opinion of the Company does
          not affect his position as a representative of the Company; or

     c)   gross negligence or repetitive  negligence committed without regard to
          corrective  direction in the course of the  discharge of his duties as
          an employee  which is not  corrected  after notice of such problems is
          given to Employee and which has an adverse impact upon the Company;

     d)   excessive   and   unreasonable   absence  of  the  Employee  from  the
          performance  of his duties for any  reason  other than for  authorized
          vacation  or  sick  leave,  to  the  extent  necessary  to  reasonably
          accommodate a legally protected  disability,  or absences protected by
          the Family And Medical Leave Act; or

     e)   material breaches of the Company's  policies and procedures which have
          an adverse impact upon the Company and are not corrected within thirty
          (30) days after Employee receives written notice of such breaches.

TERMINATION OF EMPLOYMENT
-------------------------

10.1 The  Employee  shall be entitled to terminate  employment  with the Company
     Without  Cause,  at will,  at any time by giving three (3) months notice in
     writing to the Company.

10.2 The  Employee's  employment  hereunder  may be  terminated  by the  Company
     Without  Cause,  at will,  at any time,  in which  case  upon  termination,
     Employee  shall  be  entitled  to  receive  twelve  (12)  months  pay and a
     pro-rated  portion of any applicable  incentive  compensation,  benefits or
     other bonus plan in which Employee then was participating commencing on the
     date of  termination.  This will be in effect  for four (4) years  from the
     date of employment  after which time severance  arrangements  in accordance
     with common practice will apply. Employee shall not be required to mitigate
     to receive  these  payments  nor may the Company  withhold any such amounts
     based upon any claim or set-off.

10.3 The Employee  shall be entitled to terminate his employment at any time for
     "Good Reason",  in which case upon termination,  Employee shall be entitled
     to receive twelve (12) months pay and a pro rated portion of any applicable
     incentive compensation, benefits or other bonus plan in which Employee then
     was  participating  commencing on the date of termination.  For purposes of
     this



                                       7-
<PAGE>

     Agreement,  "Good  Reason"  shall  mean  (1) any  material  breach  of this
     Agreement  by the  Company  (including  but not  limited  to any  breach or
     violation of any provision of Section 1.1 or 1.2 of this  Agreement)  which
     is not remedied  within thirty (30) days after Employee gives notice of the
     same to the Company,  (2) the assignment to Employee of duties which result
     in  a  diminution  of  Executive's  position,  duties  or  responsibilities
     (excluding  an isolated and  inadvertent  action  which is remedied  within
     thirty (30) days after  written  notice of the same is given to the Company
     or a temporary or  occasional  assignment  by the Board made for reasons of
     business  necessity  in the good faith  judgment of the Board),  or (3) any
     reduction  in  Employee's  base salary.  Employee  shall not be required to
     mitigate to receive  these  payments nor may the Company  withhold any such
     amounts based upon any claim or set-off.

10.4 In the event that at the date of termination  of  employment,  the Employee
     has earned but not been paid portions of the Incentive  Bonus Program,  the
     Company shall after termination  continue to pay out, on a pro rated basis,
     the bonus at the  applicable  time in accordance  with the Incentive  Bonus
     Program.

RETURN OF PROPERTY
------------------

11.1 In the event of  termination of this  Agreement,  the Company agrees to pay
     the Employee all arrears of  compensation,  and all out of pocket  expenses
     owing, up to and including the effective date of termination,  upon receipt
     from the Employee of (and the Employee agrees to deliver to the Company);

     a)   any property of the Company which may be in the  possession or control
          of the Employee; and

     b)   the repayment of any sums owed by the Employee to the Company.

SURVIVAL
--------

12.1 Notwithstanding the termination of this Agreement for any reason whatsoever
     the  provisions of Sections 5, 6 and 10 hereof and any other  provisions of
     this  Agreement  necessary to give efficacy  thereto shall continue in full
     force and effect following such termination.

NOTICE
------

13.1 Any notice or other  communication  (each a "Communication") to be given in
     connection  with this Agreement  shall be given in writing and may be given
     by personal delivery, by registered mail or by fax, addressed as follows:

TO:       MDSI Mobile Data Solutions Inc.
          10271 Shellbridge Way
          Richmond, B.C., Canada, V6X 2W8



                                       8-
<PAGE>

          Att: President
          Phone: 604-207-6000
          Fax : 604-207-6062

AND TO:  Richard S. Waidmann
          417 West Swon Avenue
          St. Louis, Missouri USA 63119
          Phone: 314 961 6299
          Fax : 314 918 7160

     or at such other  address or fax  number as shall have been  designated  by
     Communication  by either  party to the other.  Any  Communication  shall be
     conclusively deemed to be received,  if given by personal delivery,  on the
     date and at the time of actual delivery thereof and, if given by registered
     mail, on the fifth day  following the date of mailing,  if given by fax, on
     the business day following the transmittal thereof. If the party giving any
     Communication knows or ought reasonably to know of any actual or threatened
     interruptions of the mails,  such  Communication  shall not be sent by mail
     but shall be given by personal delivery or fax.

ENTIRE AGREEMENT
----------------

14.1 Any other previous agreements,  written or oral, between the parties hereto
     relating  to the  employment  of the  Employee  by the  Company  are hereby
     terminated and canceled and each of the parties hereto hereby  releases and
     forever  discharges  the  other  party  hereto  of and from all  manner  of
     actions,  causes  and  demands  whatsoever  under or in respect of any such
     agreement.  This Agreement constitutes and expresses the whole agreement of
     the parties  hereto with reference to the employment of the Employee by the
     Company, and with reference to any of the matters or things herein provided
     for,  or herein  before  discussed  or  mentioned  with  reference  to such
     employment;  all promises,  representations,  and  understandings  relative
     thereto being merged herein.

AMENDMENTS AND WAIVERS
----------------------

15.1 No amendment to this  Agreement  shall be valid or binding unless set forth
     in writing and duly  executed by both of the parties  hereto.  No waiver or
     any  breach of any by the  party  purporting  to give the same and,  unless
     otherwise  provided in the written and signed  waiver,  shall be limited to
     the specific breach waived.

BENEFITS OF AGREEMENT
---------------------

16.1 The  provisions  of this  Agreement  shall  endure to the benefit of and be
     binding upon the legal  representatives  of the Employee and the successors
     and assigns of the Company  respectively  however the Company  shall not be
     entitled to assign this Agreement except in connection with the sale of all
     or substantially  all



                                       9-
<PAGE>

     of the assets or  operations  within which the  Employee has  substantially
     performed his duties under this Agreement.

SEVERABILITY
------------

17.1 If any provision of this  Agreement is deemed to be void or  unenforceable,
     in whole or in part,  it shall  not be  deemed  to  affect  or  impair  the
     validity or any other provision  hereby declared and agreed to be severable
     from each and every other  section,  subsection or provision  hereof and to
     constitute separate and distinct covenants. The Employee hereby agrees that
     all  restrictions  herein are  reasonable and valid and all defences to the
     strict  enforcement  thereof  by  the  Company  are  hereby  waived  by the
     Employee.

GOVERNING LAW
-------------

18.1 This  Agreement  shall be governed by and construed in accordance  with the
     laws of the State of  Missouri.  The  parties  agree to submit any  dispute
     arising  under this  Agreement  or its  interpretation  to  arbitration  in
     Minneapolis,   Minnesota  under  the  rules  of  the  American  Arbitration
     Association using a panel of labor arbitrators.

COPY OF AGREEMENT
-----------------

19.1 The Employee hereby  acknowledges  receipt of a copy of this Agreement duly
     signed by the Company.


IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written:

SIGNED SEALED & DELIVERED by               )
                                           )
/s/ Richard S. Waidmann                    )
------------------------------             )
                                           )   -------------------------------
                                           )   RICHARD S. WAIDMANN
in the presence of:                        )
                                           )
/s/ Eric Y. Miller                         )
------------------------------             )
Witness                                    )
                                           )
Eric Y. Miller                             )
------------------------------             )
Name                                       )
                                           )
1857 Winter Run Ct.                        )
------------------------------             )
Address  St. Louis, MO  63017              )


MDSI MOBILE DATA SOLUTIONS INC.


Per: /s/ Kenneth R. Miller
     ----------------------------------
         Authorized Signatory



                                      10-


<PAGE>

                    Schedule A - Duties and Responsibilities
                    ----------------------------------------


TITLE:   Senior Vice President & General Manager - e-Services

RESPONSIBILITIES:  Employee  shall  be  responsible  for the  sales,  marketing,
business  development,  finance,  and general  operations of the MDSI e-Services
business  unit  subject  to the  objectives  and  guidelines  determined  by the
President, CEO and/or Board of MDSI.



<PAGE>

                      Schedule B - Incentive Bonus Program

This program has been designed to create an incentive for the achievement of the
quarterly  Corporate  Earnings per share targets as  established by the Board of
Directors,  and your overall annual personal performance.  Your performance will
be measured  against the achievement of the goals and objectives as noted in the
strategic renewal document as well as any other individual objectives.

The Plan  contains the  following  two target  components as set by the Board of
Directors and a personal performance incentive;

o    Target  incentive  based on  achieving  quarterly  EPS  target  (plus$0.01)
     results in an award of 6% of annual base salary/quarter

o    Stretch incentive based on exceeding annual EPS results up to 40% of annual
     base salary

o    Personal performance incentive up to 16% of annual base salary

The Corporate EPS targets (plus$0.01) in each quarter are either achieved or not
with the  achievement  of the target  resulting in the payment of the  incentive
award (i.e. 6% per quarter).  The quarter's  results must be achieved  including
the cost of the  Company's  incentive  plan (i.e.  all  employees).  If the full
amount of the quarterly  incentive  cannot be funded within the EPS  requirement
then a prorated amount will be paid with the available  funds. The unpaid amount
will be carried  forward to year-end.  This would occur  similarly in subsequent
quarters. At year end if, after paying the final quarter's incentive,  there are
funds available (i.e.  within the yearly EPS requirement)  than such funds would
be used to pay  (prorated  if  necessary)  the  unpaid  incentive  balance.  Any
year-end unpaid balance will not be carried forward to subsequent  years.  These
quarterly  incentives  shall be paid within 30 days of the  Company's  quarterly
results being  announced.  In the event quarterly EPS in not achieved 50% of any
missed quarters incentive can be recovered if the year's EPS target is achieved.
Depending on the amount of available  funds this payment may need to be governed
by the pro-ration as described.  Any resulting incentive from recovered quarters
or as a  result  of  pro-ration  will be paid  along  with any  other  incentive
achieved for the year.

Personal performance incentive is 16% of annual base salary to be calculated and
paid annually within 30 days of the announcement of the Company's annual audited
results.  Personal  performance  incentive will only be paid if the year-end EPS
target is achieved, can be prorated based on available funds and if prorating is
required personal  performance  incentive will take priority over EPS incentive.
Personal performance will be based on a 1-10 rating scale as follows:

1 =  intolerable  2 = less than  tolerable  3 = barely  tolerable  4 = less than
satisfactory  5 =  satisfactory  6 = more than  satisfactory  7 =  exceeding 8 =
significantly  exceeding  9 =  excelling10  =  exceptional.  A rating of 5 would
result in an award of 8%.

The calculation of % achievement of the stretch  incentive  (0-40% of base) will
be pro rated to the % achievement of the stretch target (to a maximum  incentive
of  40%).  Payment  of the  stretch  incentive  will  be  within  30 days of the
announcement of the Company's annual audited results.


<PAGE>

NOTE:

1. The Company shall have the full authority to, terminate,  amend or cancel the
plan as described above in its' sole discretion provided that such changes shall
not be retroactive prior to the effective date of the change(s) or cancellation.

2. To participate  in the quarterly  components of the plan, an employee must be
on staff for the entire  quarter (e.g.  for the first  quarter,  the  employee's
start date must be  January  1st or earlier  and the  employee  must still be on
staff at the close of business of March 31 or later).

3. To participate  in the annual  components of the plan, an employee must be on
staff for the entire fourth  quarter.  Further,  to the extent to which they can
participate  in the annual  components  will be pro-rated to reflect their start
date with the Company.


</TEXT>
</DOCUMENT>
