EMPLOYMENT AGREEMENT

     This Agreement is made by and between Emaginet, Inc. (the "Company"), a
Delaware corporation whose address is 6903 Rockledge Drive, Suite 1200,
Bethesda, Maryland 20814 and Mr. Mehrdad Akhavan ("Akhavan"), a Maryland
resident whose home address is 5610 Wisconsin Ave. #1203 Chevy Chase, MD 20815.

1.   TERM AND DUTIES

     (a) The Company hereby retains Mr. Mehrdad Akhavan, and Mehrdad Akhavan
     accepts this engagement, as Executive Vice President of Emaginet, Inc.,
     for a term commencing May 8, 1998, and terminating on August 31, 2002.

     (b) As Executive Vice President of the Company Mr. Akhavan shall be in full
     charge of the Company's marketing, sales and business development
     strategies and operations.

2.   D & O INSURANCE. The Company agrees to provide Directors and Officers
     liability insurance to Mr. Akhavan effective from the first day of
     employment of Mr. Akhavan.

3.   COMPENSATION

     (a) Base Salary. In consideration for the services to be provided by Mr.
     Akhavan, the Company shall pay Mr. Akhavan a minimum of $150,000.00 per
     annum, paid in bi-monthly payments. This salary will be reviewed and
     adjusted by the Board of Directors prior to May 1st of each year of the
     contract to provide for merit increases based upon standards set by the
     Board of Directors.

     (b) Performance Bonuses. Mr. Akhavan shall be eligible for an annual bonus
     of $50,000 based on performance criteria established by the Board of
     Directors.

     (c) Stock. During the term of this Agreement, Mr. Akhavan shall earn and be
     granted on the 15th day of each May an annual stock option to purchase up
     to 100,000 common shares of Emaginet, Inc., provided that Mr. Akhavan meets
     for each annual grant certain performance criteria as set by the Board of
     Directors. The price per share shall be set by the Board of Directors, but
     in no event greater than the market price of the stock at the time of the
     award. The terms and conditions of the Option Agreement shall follow the
     terms and conditions of the 1996 Stock Option Plan, except that they shall
     be vested immediately upon meeting the performance criteria.

     (d) Health Benefits. The Company agrees to pay health and dental insurance
     premiums for Mr. Akhavan at the family level, for coverage under its health
     plan.

     (e) Vacation. The Company agrees to provide Mr. Akhavan with 20 days of
     personal time off per annum, in addition to the Company's standard
     holidays. Vacations are accruable without limit.

     (f) Other Benefits. Mr. Akhavan is entitled to receive all other benefits
     provided to
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     regular, full-time employees of the Company.

4.   TERMINATION AND SEVERANCE

     (a) Termination Without Cause. The Company shall have the right to
     terminate Mr. Akhavan for any reason or no reason, but in either case,
     shall be obligated to pay the full balance of the salaries defined in
     Paragraph 3(a) through the remaining term of this Agreement.

     (b) Termination Events. The occurrence of any of the following events
     during the term of the Agreement shall also constitute Termination Without
     Cause and subject to the payment provision defined in Paragraph 4(a): (i)
     Mr. Akhavan's base salary is reduced for any reason; (ii) the Company is
     taken over, sold, or involved in a merger or acquisition of any kind, and
     the same salary is not offered to him for the remaining term of this
     agreement.

     (c) Termination With Cause. Termination for cause shall mean only
     termination for gross or serious financial or felony misconduct by Mr.
     Akhavan in connection with his employment. Non-performance on the Company's
     business objectives shall not be deemed grounds for termination with cause.
     If terminated with cause, the payment provision defined in Paragraph 4(a)
     shall not be in effect.

5.   PROPRIETARY INFORMATION AND NON-COMPETE AGREEMENT

     (a) Mr. Akhavan acknowledges that during the term of the Agreement he will
     have access to and become familiar with various trade secrets, confidential
     and proprietary information of the Company, that such information is the
     property of the Company and that it shall not be used or disclosed during
     the term of his employment or for one year thereafter.

     (b) Mr. Akhavan also agrees that for period of one year subsequent to his
     termination of employment he will not compete directly with or be employed
     in any way, by individuals, companies, entities or interests that compete
     directly with the Company on any of the products that the Company has
     developed or is in the process of developing at the time of his
     termination. Subsequent to this one year non-compete period, Mr. Akhavan
     shall continue to protect as confidential and not use any intellectual
     property belonging to the Company, but may use other information he
     acquired as an executive of the Company.

6.   ASSIGNMENT. The parties acknowledge that a successor to the Company under a
sale, merger or acquisition shall be bound by all of the terms and conditions of
this Agreement.

7.   SEVERABILITY. If any provision of this Agreement is adjudged by any court
to be void or unenforceable in whole or in part, this adjudication shall not
effect the validity of the remainder of the Agreement. Each provision, paragraph
and subpart of this Agreement is separable from every other provision, paragraph
and subpart and constitutes a separate and distinct covenant.
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8. APPLICABLE LAW. This Agreement shall be constructed in accordance with the
laws of the State of Maryland.

9. COMPLETE AGREEMENT. This Agreement embodies all the terms and conditions as
agreed to between the parties. Mr. Akhavan acknowledges that he has not relied
on any warranties or representations or promises except as set forth in this
document. This Agreement may be changed, amended or superseded only by an
agreement in writing signed by the parties.

10. ARBITRATION

         (a) Mandatory Arbitration. The parties agree that any dispute under
         this Agreement, including termination, shall be subject to mandatory
         arbitration pursuant to the rules of the American Arbitration
         Association. The parties acknowledge that arbitration is the sole
         remedy available to them regarding their claims under this Agreement.
         Provided, however, that if the Company fails to comply with its
         obligations in paragraph 4(a) or (b) Mr. Akhavan shall have the right
         to seek injunctive relief to enforce the Agreement. Mr. Akhavan and the
         Company otherwise agree to waive all fights to litigate disputes in
         connection with the terms and conditions of this Agreement shall
         survive termination of this Agreement.

         (b) Arbitration Procedures. Unless the parties to the arbitration agree
         otherwise, the arbitration shall take place in Montgomery County,
         Maryland. The arbitration award shall be final and binding upon the
         parties and may be entered in any court having jurisdiction. The
         parties will use a single arbitrator and shall divide the costs for the
         arbitration.

Mr. Mehrdad Akhavan                               EMAGINET, INC.

/s/ MEHRDAD AKHAVAN                          By: [ILLEGIBLE]
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                                             Title: CEO
                                                   ----------------------------
WITNESS:
         [ILLEGIBLE]
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Source: OneCLE Business Contracts.