Attached files

                                  EXHIBIT 10.3

                              EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT (the "Agreement") is made this 25th day of August
2014,  (the  "EFFECTIVE  DATE")  by  and  between  IVDesk  Holdings,  Inc.  (the
"COMPANY") and Alan Bignall ("EMPLOYEE").

                                    RECITALS

A.   The Company desires to employ Employee in accordance with the terms of this
     Agreement.

B.   The Company and Employee desire to enter into this Agreement.

                                    AGREEMENT

         In  consideration  of the above  recitals and the promises set forth in
this Agreement, the parties agree as follows:

1.   NATURE AND  CAPACITY OF  EMPLOYMENT.  The Company  hereby  agrees to employ
     Employee,  pursuant  to the terms of this  Agreement.  As of the  Effective
     Date,  Employee's title shall be Chief Executive Officer ("CEO").  Employee
     agrees to perform,  or be available to perform,  on a full-time  basis, the
     functions  of this  position  and such  other  duties  as  assigned  by the
     Company,  pursuant to the terms of this Agreement.  Employee also agrees to
     serve the Company as a member of its Board of Directors.  In the event that
     Employee's employment with the Company ends for any reason,  Employee shall
     immediately resign from the Board.

2.   AT-WILL EMPLOYMENT.  Employee  understands that Employee's  employment with
     the Company is at will and may be  terminated by either the Employee or the
     Company  for any  reason  at any  time,  with or  without  advance  notice.
     Notwithstanding the foregoing, Employee will be eligible for separation pay
     if the Company  terminates him without Cause in accordance  with and on the
     conditions set forth in Section 6 below.

3.   COMPENSATION

     3.1. ANNUAL BASE SALARY.  As of the Effective Date,  Employee's  annualized
          gross base salary shall be  $200,000.00,  which salary shall be earned
          by Employee on a pro rata basis as Employee  performs services for the
          Company  and  which  salary  shall  be paid  in  accordance  with  the
          Company's  regular  payroll  practices.   Employee's  compensation  is
          subject  to review and  change by the  Company in its sole  discretion
          from time to time.

     3.2. ISSUANCE OF STOCK  OPTIONS:  VESTING  SCHEDULE.  Following  Employee's
          execution of this  Agreement and on the  conditions  set forth in this
          Section,  the Company will  recommend  to the Board of Directors  that
          Employee be granted an option  pursuant to the Company's  2012 Omnibus
          Stock Incentive Plan to purchase up to 300,000 shares of the Company's
          common  stock.  This  option  will  vest  at a rate of  16.67%  on the
          six-month  anniversary of the Effective Date and monthly thereafter in
          equal proportions over a three year period,  provided that Employee is
          still  employed by the Company on each such vesting date. The exercise
          price for each share  purchased by Employee  under the option shall be
          the fair  market  value of the share on the date of the option  grant.
          Employee  agrees  that,  in order to be  eligible to receive the stock
          option  grant  set  forth  in this  Section,  the  Company's  Board of


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          Directors must approve the grant to Employee and Employee will also be
          required to sign a stock option  agreement  in a form  prepared by and
          acceptable to the Company.  Such stock option  agreement shall provide
          that the vesting of any option  granted to Employee under this Section
          shall be  accelerated  upon a change  of  control  as set forth in the
          stock option agreement.

     3.3. PARTICIPATION IN BONUS PLANS:  Following  Employee's  integration into
          the Company,  the Board of Directors,  working with the Employee,  may
          develop  and   institute  a  bonus  program  that  the  Employee  will
          participate in. Said program currently doesn't exist but is planned.

4.   EMPLOYEE BENEFITS;  PERSONAL TIME OFF (PTO).  During employee's  employment
     with  the  Company,  Employee  shall  be  entitled  to  participate  in all
     retirement  plans,  health plans, and other employee  benefits and policies
     made  available by the Company to its employees  generally,  as they may be
     changed  from  time to time.  Employee  acknowledges  and  agrees  that the
     Company is under no  obligation  to Employee to establish  and maintain any
     employee benefit plan in which Employee may participate, and that the terms
     and  provisions  of any  employee  benefit  plan of the Company are matters
     within the exclusive province of the Company's Board of Directors,  subject
     to applicable law. Upon the termination of Employee's employment,  Employee
     shall be entitled to continue those benefits as may be required by state or
     federal law.

     The Company  agrees that  Employee  shall also be entitled to Paid Time Off
     ("PTO") of up to six (6) weeks per year  without  reduction  of the minimum
     annual  base  salary  payable  to  Employee  pursuant  to Section 3 of this
     Agreement.  Such PTO shall be earned and may be used in accordance with the
     Company's  general paid time off policies,  as they may change from time to
     time.

5.   UNDERTAKINGS OF EMPLOYEE.  Employee agrees to spend Employee's full working
     time and effort in  performance  of  Employee's  duties with the Company so
     long as employed by the Company,  and Employee will not,  during the course
     of employment by the Company,  without prior written  approval of the Board
     of Directors of the Company, become an employee,  director, officer, agent,
     partner of or consultant to, or a stockholder of (except a stockholder of a
     public  company in which  Employee  owns less than five percent (5%) of the
     issued and outstanding  capital stock of such company) any company or other
     business entity which is a competitor or significant  supplier, or customer
     of the Company.

6.   SEVERANCE PAY ELIGIBILITY.

     6.1. CAUSE DEFINITION.  For purposes of this Agreement,  "Cause" shall mean
          the occurrence of any of the following, as determined by the Company's
          Board of Directors in its sole discretion:

          (a)  conduct by Employee which is (or will be if continued)  injurious
               to the Company, monetarily or otherwise; or

          (b)  fraud, misappropriation or embezzlement by the Employee; or

          (c)  Employee's  conviction  of a  felony  crime  or a crime  of moral
               turpitude; or

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          (d)  Employee's  material  breach of this  Agreement or the  Company's
               policies.

     6.2. SEVERANCE PAY UPON  TERMINATION  WITHOUT CAUSE AFTER MORE THAN 90 DAYS
          OF EMPLOYMENT.  In the event that Employee's  employment is terminated
          by the  Company  without  Cause more than  ninety  (90) days after the
          Effective Date, the Company shall, on the conditions set forth herein,
          pay  Employee  severance  pay in a  gross  amount,  before  applicable
          withholdings,  equal to six (6) months of Employee's  annualized  base
          salary at the time of such  termination,  less the  amount of any debt
          then owed by Employee to the Company, whether or not such debt is then
          due or payable (the "SEVERANCE AMOUNT").

          Notwithstanding  the  foregoing,  Employee  shall only be  entitled to
          receive the Severance Amount if Employee signs a Separation  Agreement
          at the time of termination in a form prepared by and acceptable to the
          Company that includes adequate  provisions for at least the following:
          (i)  Employee's  general  release  of any and all legal  claims;  (ii)
          Employee's  return  of all of the  Company's  property  in  Employee's
          possession;  (iii)  nondisparagement  of the Company,  any  affiliated
          entities,    and   their   employees   and    representatives;    (iv)
          confidentiality  of  terms;  and  (v)  acknowledgement  of  Employee's
          continuing   contractual   obligations   to  the  Company,   including
          Employee's continuing noncompetition,  confidentiality,  and invention
          obligations  under Sections 7 through 10 of this  Agreement;  and (vi)
          Employee's  forfeiture of ninety percent (90%) of the Severance Amount
          upon any breach by  Employee of his  noncompetition,  confidentiality,
          and invention obligations under Sections 7, 8 or 9 of this Agreement.

7.   CONFIDENTIAL INFORMATION.

     7.1. DEFINITION  OF   CONFIDENTIAL   INFORMATION.   For  purposes   hereof,
          "CONFIDENTIAL  INFORMATION" means any non-public information regarding
          the  Company  or  any  affiliated   entity  or  Partner,   (each,   an
          "Affiliate") or any of their  employees,  directors,  representatives,
          suppliers,  vendors,  shareholders,  members, customers or other third
          parties  or  entities  with whom the  Company  or any  Affiliate  does
          business  which the  Employee  learns or  develops  during  Employee's
          application for and/or employment with the Company,  whether developed
          by Employee or by others and in whatever  form,  and includes,  but is
          not  limited  to,  trade  secrets,   Inventions  (as  defined  below),
          financial   information,   personnel   policies   and  key   personnel
          information,  and information  relating to such matters as existing or
          contemplated   products,   services,   research  and/or   development,
          insurance  arrangements,   profit  margins,  fee  schedules,  pricing,
          design,  processes,   formulae,   business  plans,  sales  techniques,
          marketing  techniques,   training  methods,   manuals  and  materials,
          policies or practices related to business, personnel or other matters,
          computer databases,  computer programs, software and other technology,
          customer lists, customer preferences or requirements, vendor lists, or
          supply  information.  Any information  disclosed to the Employee or to
          which  the  Employee  has  access   during  the  time  of   Employee's
          application  for and/or  employment  with the  Company  that  Employee
          reasonably  considers  to be  Confidential  Information,  or which the
          Company or any Affiliate treats as Confidential  Information,  will be
          presumed Confidential Information.

     7.2. RESTRICTIONS.  Employee agrees not to, directly or indirectly,  use or
          disclose any Confidential  Information for the benefit of anyone other
          than the Company either during Employee's  employment with the Company
          or after  Employee's  employment with the Company ends,  regardless of

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          the reason for such separation of employment. Employee recognizes that
          the  Confidential  Information  constitutes  a  valuable  asset of the
          Company  and hereby  agrees to act in such a manner as to prevent  its
          disclosure and use by any person unless such use is for the benefit of
          the Company  and in the proper  course of  Employee's  duties with the
          Company. Employee's obligations under this paragraph are unconditional
          and shall not be  excused by any  conduct on the part of the  Company,
          except prior voluntary  disclosure by the Company of the  information,
          other than by Employee.

     7.3. RETURN OF CONFIDENTIAL INFORMATION AND OTHER PROPERTY. When Employee's
          employment  with the Company  ends,  regardless of the reason for such
          separation of employment,  Employee will promptly turn over to Company
          in good  condition  all  property of the Company or any  Affiliate  in
          Employee's possession or control,  including,  but not limited to, all
          originals,  copies  of or  electronically  stored  documents  or other
          materials  containing  Confidential  Information,  regardless  of  who
          prepared  them.  In the  case  of  electronically  stored  information
          retained by Employee outside of Company's electronic systems, Employee
          will promptly  make a hard copy of such  information  in paper,  audio
          recording, disc format or other format as appropriate,  turn that hard
          copy  over to  Company,  and then  destroy  Employee's  electronically
          stored  information.  Further,  Employee  agrees  to  execute  written
          confirmation  that  all  Confidential  Information  in the  Employee's
          possession,  or to which the Employee has access, has been turned over
          to Company or destroyed.

8.   INVENTIONS.

     8.1. DEFINITION.  The  term  "INVENTIONS"  as used  herein  shall  mean all
          concepts    (including    business    opportunities),     discoveries,
          improvements, products, inventions, and works of authorship (including
          literary,  pictorial,  sculptural,  graphic,  audio or visual  works),
          whether published or unpublished,  whether patentable or unpatentable,
          in whatever form, that are made, conceived, generated or first reduced
          to writing,  drawing or practice  solely by the Employee or jointly by
          the Employee with others during  Employee's  employment by the Company
          and for a period of one (1) year after Employee's  employment with the
          Company  ends,  regardless  of  the  reason  for  such  separation  of
          employment,  and  relating to, or arising out of any  developments  or
          products  of,  or  pertaining  to the  business  of the  Company,  its
          divisions  or its  subsidiaries  (companies  in which the Company owns
          more than 10% of the voting equity).

     8.2. OBLIGATION  TO  DISCLOSE  AND  ASSIGN.  Employee  agrees  to  promptly
          disclose to the Company or its  designee any and all  Inventions  that
          relate to the business of the Company and such Inventions shall be the
          absolute  property of the Company.  Upon request by the Company or its
          designee  and  at  the  Company's  expense,   and  without  additional
          compensation  to the Employee,  the Employee agrees to execute all the
          instruments  deemed  necessary  by the Company or its designee for the
          filing and prosecution of any  applications  for Letters Patent and/or
          copyright  registration  (or their  equivalent in countries other than
          the United  States) on  Inventions  and agrees to perform  any and all
          acts  deemed  necessary  by the Company to aid the Company in securing
          the allowance of such applications or registrations.

          At the Company's expense,  and without additional  compensation to the
          Employee,  the  Employee  agrees to assign and  Employee  hereby  does

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          assign to the Company  Employee's entire right,  title and interest in
          and to all  of the  Inventions  that  relate  to the  business  of the
          Company  and in and to all  applications  for  Letters  Patent  and/or
          copyright  registration  (or their  equivalent in countries other than
          the United  States)  that may be filed upon,  and  Employee  agrees to
          execute any documents necessary to make such assignments.

          Notwithstanding   the  foregoing,   Employee   understands  that  this
          assignment of inventions  does not apply to any work of authorship for
          which no equipment,  supplies, facility or trade-secret information of
          the Company was used and which was  developed  entirely on  Employee's
          own time,  and (a) which does not relate (i)  directly to the business
          of the  Company  or  (ii)  to the  Company's  actual  or  demonstrably
          anticipated research or development; or (b) which does not result from
          any work performed by Employee for the Company.

     8.3. PRE-EXISTING INVENTIONS. Employee has identified on EXHIBIT A attached
          hereto a complete list of all  inventions or  improvements  which have
          been made or conceived or first reduced to practice by Employee  alone
          or jointly with others prior to  Employee's  employment by the Company
          and which  Employee  desires to  exclude  from the  operation  of this
          Agreement.  If there is no such list on EXHIBIT A, Employee represents
          that Employee has made no such  inventions or improvements at the time
          of signing of this Agreement.

9.   NON-COMPETITION.

     9.1. ACKNOWLEDGEMENT. Employee acknowledges that (a) Employee's services to
          be performed for Company are of a special and unique  nature;  (b) the
          Company  operates  in a highly  competitive  environment  and would be
          substantially  harmed if  Employee  were to  compete  with  Company or
          divulge  its  confidential  information;  (c)  Employee  has  received
          valuable  and   sufficient   consideration   for  entering  into  this
          Agreement,  including  but  not  limited  to the  Company's  offer  of
          employment to Employee  under the this  Agreement and the payments and
          benefits associated with that employment, and receipt of the Company's
          Confidential  Information  and (d)  the  provisions  of this  Section,
          including all of its subparts, are reasonable and necessary to protect
          the Company's business.

     9.2. COVENANT  NOT TO  COMPETE.  Employee  agrees  that  during  Employee's
          employment with the Company and for an additional  period of two years
          (2) following  Employee's  termination of employment with the Company,
          regardless  of  the  reason  for  such  termination  (the  "NONCOMPETE
          PERIOD"),  Employee shall not, within any geographic area in which the
          Company   is   engaged  in   developing,   manufacturing,   marketing,
          distributing,  or selling  its  products  and  services,  directly  or
          indirectly,  hold any ownership interest in (except a stockholder of a
          public  company in which  Employee owns less than five percent (5%) of
          the issued and  outstanding  capital stock of such  company),  manage,
          control, serve on the Board of Directors of, or render services of any
          kind  in  any  capacity  to  any  person  or  entity  engaged  in  the
          development,  manufacture,  marketing,  distribution,  or  sale of any
          services or products of the same general type,  which perform  similar
          functions,  or which are used for the similar  purposes as any product
          or service that is then or was during Employee's last two (2) years of
          employment with the Company being developed,  manufactured,  marketed,
          distributed or sold by the Company.

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          Employee  understands and  acknowledges  that at the present time, (i)
          the products and services of the Company  encompassed  by this Section
          include  Private  Cloud  Computing and (ii) the  geographic  market in
          which the Corporation is actively marketing such products and services
          is the United States. Employee understands and acknowledges,  however,
          that the foregoing  description of Company's products and services and
          geographic market may change, and the provisions of this Section shall
          apply  to the  Company's  products  and  services  and its  geographic
          market, as they may change from time to time.

     9.3. NON-SOLICITATION  OF  CUSTOMERS  OR  PROSPECTIVE  CUSTOMERS.  Employee
          agrees  that,  during  the  Non-Compete  Period,  Employee  shall  not
          directly  or  indirectly  (a)  canvass,  solicit  or  accept  business
          concerning  any  service or product  that  competes  with a service or
          product  of the  Company  from any person or entity who is then or was
          during  Employee's  last two years (2)  years of  employment  with the
          Company a customer or a prospective  customer of the Company with whom
          Employee  had  contact  while an Employee of the Company or about whom
          Employee  has  Confidential  Information;  or (b)  otherwise  take any
          action to divert business from or curtail the business of the Company.

     9.4. NON-SOLICITATION OF EMPLOYEES OR BUSINESS  RELATIONS.  Employee agrees
          that, during the Non-Compete  Period,  Employee shall not, directly or
          indirectly,  take any action to solicit, recruit,  encourage or assist
          any  employee  or  any  supplier,  vendor,   consultant,   independent
          contractor,  subcontractor  or any  other  business  relation  (each a
          "BUSINESS  RELATION") of the Company to  terminate,  curtail or lessen
          his, her or its relationship with the Company. Employee further agrees
          that  Employee's  obligations  set forth in this  Section  shall apply
          regardless  of  whether  Employee  initiates  contact  with a  Company
          employee  or Business  Relation  or the  Company  employee or Business
          Relation initiates contact with the Employee,

     9.5. DISCLOSURE OF  OBLIGATIONS.  During the Non-Compete  Period,  Employee
          will, prior to accepting employment or any other business relationship
          with any  other  person or  entity,  inform  that  person or entity of
          Employee's obligations under this Agreement.

     9.6. EXTENSION OF NON-COMPETE PERIOD. If the Company obtains a court ruling
          or judgment  finding that Employee has violated any portion of Section
          9, Employee agrees that the Non-Compete  Period will be extended for a
          period of time equal to the period of time during  which  Employee was
          found to be in breach of this Section 9.

10.  USE OF NAME AND PHOTOGRAPH.  Employee consents to the present or future use
     and any reproduction of Employee's name and photograph,  or either,  in any
     facilities  brochure or other  advertising or  publications of the Company.
     Employee  further consents to the entering of Employee's name and telephone
     number onto any employee list which is public as to other Company employees
     and Employee waives any rights to prevent Company  employees from obtaining
     this  information.  Employee  promises  to hold the  Company  harmless  for
     allowing its employees to access this  information and promises to hold the
     Company  harmless for all  non-willful  disclosures  to anyone who is not a
     Company employee.

11.  EMPLOYEE  REPRESENTATIONS AND WARRANTIES.  Employee represents and warrants
     that the  performance  of Employee's  duties for the Company and Employee's
     obligations  under this  Agreement  does not and will not cause Employee to

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     violate the terms of any agreement,  commitment or  understanding  Employee
     has with any other  person or entity,  including,  but not  limited to, any
     invention or intellectual property assignment agreement,  any noncompete or
     nonsolicitation agreement, or any agreement to keep in confidence the trade
     secrets,  proprietary,  or other confidential information of such person or
     entity. Employee also represents and warrants that Employee has not brought
     and will not bring to the  Company,  or use for the benefit of the Company,
     any materials,  information  and/or  documents of any person or entity that
     are not generally  available to the public or within the  Company's  trade,
     unless Employee has obtained written  authorization from any such person or
     entity  permitting  Employee to retain and use said materials,  information
     and/or  documents.  Employee  hereby  further  represents and warrants that
     Employee's use (or the Company's use) of any materials,  information and/or
     documents  Employee  may  bring  to  the  Company  for  use  in  Employee's
     employment will not violate the  intellectual  property rights of any other
     person or entity.  Employee  further  agrees to indemnify and hold harmless
     the Company against any expenses, damages, costs, losses or fees (including
     legal fees) incurred by Company in any suit, claim or proceeding brought by
     any third party based on a fact which  constitutes a breach of the warranty
     set forth in this Section.

12.  MISCELLANEOUS.

     12.1.INTEGRATION.   This  Agreement   embodies  the  entire  agreement  and
          understanding  among the parties relative to subject matter hereof and
          supersedes all prior  agreements,  understandings,  or past practices,
          whether written or oral, relating to such subject matter.

     12.2.PAYMENTS.  All amounts paid under this  Agreement  shall be subject to
          normal withholdings or such other treatment as required by law.

     12.3.SURVIVAL OF SECTIONS 7 - 13. Employee's  confidentiality,  inventions,
          and noncompete and other  obligations  set forth at Sections 7 through
          13 of this Agreement  shall survive the  termination of this Agreement
          and Employee's termination of employment with the Company,  regardless
          of the reason for such terminations.

     12.4.APPLICABLE  LAW;  VENUE.  This Agreement and the rights of the parties
          shall be governed by and construed and enforced in accordance with the
          laws of the state of Minnesota,  without  regard to any state's choice
          of law principles or rules.  The venue for any action  hereunder shall
          be in the  state  of  Minnesota,  whether  or  not  such  venue  is or
          subsequently  becomes  inconvenient,  and the  parties  consent to the
          jurisdiction  of the  courts  of the  state of  Minnesota,  County  of
          Hennepin, and the U.S. District Court, District of Minnesota.

     12.5.COUNTERPARTS.  This Agreement may be executed in several  counterparts
          and as so  executed  shall  constitute  one  agreement  binding on the
          parties hereto.

     12.6.BINDING  EFFECT.  This Agreement is personal in nature to the Employee
          and the Employee shall not assign any right or obligation hereunder in
          whole or in part,  without the prior  written  consent of the Company,
          and any attempt to do so shall be void. The rights and  obligations of
          the  Company  under  this  Agreement  may,  in the  discretion  of the
          Company, be transferred to the Company's successor and assigns.

     12.7.NOTICES.  All  notices,  requests and other  communications  hereunder
          shall be given in writing and deemed to have been duly given or served
          if personally  delivered,  sent by a confirmed receipt  facsimile,  or

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          sent by first class, certified mail, return receipt requested, postage
          prepaid,  to the party at the  address as provided  below,  or to such
          other address as such party may hereafter  designate by written notice
          to the other party:

          1.   If to the Company, to the address of its then principal office.

          2.   If to  Employee,  to the address last shown in the records of the
               Company.

     12.8.REMEDIES.  Employee  acknowledges  and agrees that a violation of this
          Agreement,  including but not limited to Employee's  obligations under
          Sections 7 through 11, would cause  irreparable  harm to Company,  and
          that  Company's  remedy  at law  for  any  such  violations  would  be
          inadequate. In recognition of the foregoing,  Employee agrees that, in
          addition  to any  other  relief  afforded  by law or  this  Agreement,
          including damages sustained by a breach of this Agreement, and without
          any necessity of proof of actual damages or posting any bond,  Company
          will have the right to enforce  this  Agreement  by specific  remedies
          which   include,   among  other   things,   temporary   and  permanent
          injunctions.

     12.9.MODIFICATION  BY THE PARTIES.  This Agreement shall not be modified or
          amended  except by a written  instrument  signed  by the  parties.  In
          addition,  no  waiver  of any  provision  of this  Agreement  shall be
          binding  unless set forth in a writing  signed by the party  effecting
          the waiver.  Any waiver shall be limited to the  circumstance or event
          specifically  referenced in the written waiver  document and shall not
          be deemed a waiver of any other term of this  Agreement or of the same
          circumstance or event upon any recurrence thereof.

     12.10. SEVERABILITY;  BLUE PENCIL.  The invalidity or partial invalidity of
          any  portion of this  Agreement  shall not  invalidate  the  remainder
          thereof,  and said  remainder  shall  remain in full force and effect.
          Moreover, if one or more of the provisions contained in this Agreement
          shall,  for any reason,  be held to be excessively  broad as to scope,
          activity, subject or otherwise, so as to be unenforceable at law, such
          provision or provisions shall be construed by the appropriate judicial
          body by limiting or reducing it or them,  so as to be  enforceable  to
          the maximum extent compatible with then applicable law.

     12.11. HEADINGS.  The section headings  contained in this Agreement are for
          reference purposes only and shall not in any way affect the meaning or
          interpretation of this Agreement.

     12.12. THIRD PARTY BENEFICIARIES. Employee acknowledges and agrees that the
          Affiliates  are third party  beneficiaries  of this  Agreement and may
          enforce the provisions of this Agreement that confer  benefits on them
          as if they were each a signatory to this Agreement.

     12.13. OPPORTUNITY TO OBTAIN ADVICE OF COUNSEL.  Employee acknowledges that
          Employee  has been advised by the Company to obtain legal advice prior
          to  executing  this  Agreement,   and  that  Employee  had  sufficient
          opportunity to do so prior to signing this Agreement.

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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
herein first above written.

                                       COMPANY:

                                       IVDesk Holdings, Inc.

                                       -----------------------------------
                                       By: William Sorenson
                                       Its: CEO


                                       EMPLOYEE:

                                       -----------------------------------
                                       Alan Bignall










































                                                                          Page 9




                                    EXHIBIT A


                    PRE-EXISTING INVENTIONS AND IMPROVEMENTS


          NAME/TITLE OF
   INVENTION OR IMPROVEMENT*            DESCRIPTION OF INVENTION OR IMPROVEMENT
   --------------------------           ---------------------------------------
































*    Note: If no Inventions or Improvements are listed above, Employee executing
     the attached  Confidentiality,  Non-Solicitation  and  Invention  Agreement
     represents that none exist.