EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement"), is executed and delivered
effective as of April 1, 2004 (the "Effective Date"), by and between Lindows,
Inc., a Delaware corporation (the "Company"), and Tom Welch, an individual
resident of the State of California ("Employee").

1.    POSITION AND RESPONSIBILITIES

      (a)   Position. Employee is employed by the Company to render services to
            the Company in the position of Chief Technology Officer (CTO).
            Employee shall report directly to Kevin Carmony. Employee shall
            perform such duties and responsibilities as are normally related to
            such position, in accordance with industry standards, and any
            additional duties now or hereafter assigned to Employee by Kevin
            Carmony. Employee shall abide by the Company's rules, regulations
            and practices, as adopted or modified from time to time in the
            Company's sole discretion. Without limiting the generality of the
            foregoing, for so long as Employee holds the position of CTO, at the
            Company's request Employee shall execute all certifications (or
            back-up certifications) required to be executed by the Company's CTO
            (or person performing similar functions) pursuant to the regulations
            adopted by the Securities and Exchange Commission under Section 302
            of the Sarbanes-Oxley Act of 2002 ("SOX"), all certifications,
            back-up certifications or similar items required to be executed by
            the Company's CTO (or equivalent thereof) pursuant to Section 404 of
            the SOX or the Company's independent auditors, and all
            certifications (or back-up certifications) required to be executed
            by the Company's CTO (or equivalent thereof) pursuant to Section 906
            of SOX.

      (b)   Other Activities. Except with the prior written consent of the
            Company, Employee shall not, during the term of this Agreement, (i)
            accept any other employment, or (ii) engage, directly or indirectly,
            in any other business activity (whether or not pursued for pecuniary
            gain) that might interfere with Employee's duties and
            responsibilities hereunder or create a conflict of interest with the
            Company. Upon receipt of prior approval by the COO and President,
            Employee may serve as a member of the board of directors of any
            company that does not compete directly with the Company; provided,
            however, that such restriction shall not apply to any of the three
            existing private company boards on which Employee serves at the time
            of the Effective Date. Notwithstanding the foregoing, Employee may
            also devote reasonable time and attention to civic, charitable or
            social organizations so long as such activities do not interfere
            with the performance of his duties to the Company.

      (c)   No Conflict. Employee represents and warrants that Employee's
            execution of this Agreement, Employee's employment with the Company
            and the performance of Employee's proposed duties under this
            Agreement shall not violate any obligations Employee may have to any
            prior employer, or any other person or entity, including, without
            limitation, any obligations with respect to proprietary or
            confidential information of any prior employer, or any other person
            or entity.

<PAGE>

2.    COMPENSATION AND BENEFITS

      (a)   Base Salary. In consideration of the services to be rendered under
            this Agreement, the Company shall pay to Employee a salary at the
            rate of Two Hundred Thousand Dollars ($200,000) per year, as
            adjusted as permitted in this subsection (the "Base Salary"). The
            Base Salary shall be paid in accordance with the Company's standard
            bi-weekly payroll practices. The Base Salary will be reviewed and
            adjusted from time to time in accordance with the Company's
            procedures for adjusting salaries for senior executives.

      (b)   Bonus. Employee shall be eligible to receive an annual bonus of up
            to twenty-five percent (25%) of the Base Salary, subject to
            Employee's attainment of reasonable corporate goals and objectives
            to be established annually by the Company's COO and President (or a
            compensation committee) with the assistance and agreement of
            Employee, such goals and objectives to be agreed upon as soon as
            practicable with respect to fiscal year 2004 and each fiscal year
            thereafter (the "Bonus").

      (c)   Stock Options and Change of Control with Respect to Stock Options.

            (i)   The Company shall grant to Employee an option (the "Option")
                  to purchase Seven Hundred Fifty Thousand (750,000) shares (pre
                  IPO stock split) of the Company's Common Stock, $0.0001 par
                  value per share (the "Common Stock"), effective as of the date
                  such grant is approved by the Company's Board of Directors
                  (the "Grant Date"), pursuant to the terms of the form stock
                  option agreement under the Company's 2001 Stock Incentive Plan
                  (the "Plan"). A copy of such form stock option agreement is
                  attached hereto as Exhibit B and incorporated in whole by this
                  reference (the "Option Agreement"). The exercise price per
                  share of the Option shall be Two Dollars and Fifty cents
                  ($2.50), which is the fair market value per share of the
                  Common Stock that the Board has approved as of the Grant Date.
                  The shares subject to the Option shall become vested and
                  exercisable in equal amounts on a monthly basis over a four
                  year period, commencing on the Effective Date. The Option
                  shall be an Incentive Stock Option (as defined in the Plan) to
                  the maximum extent permitted by law.

            (ii)  To the extent determined by the administrator(s) of the
                  respective stock incentive plan(s) under which such options
                  have been or will be granted, all non-vested options to
                  purchase Common Stock granted to Employee will immediately
                  become vested upon any Change in Control or Corporate
                  Transaction that occurs during the term of Employee's
                  employment with the Company. For these purposes, the terms
                  "Change in Control" and "Corporate Transaction" shall have the
                  meanings given to such terms in the respective stock incentive
                  plan(s) under which such options have been or will be granted.

      (d)   Benefits. Effective as of the Effective Date, Employee shall be
            eligible to participate in any and all benefits made generally
            available by the Company to executive officers of the Company in
            accordance with the benefit plans established by the Company, as
            such plans may be amended from time to time in the Company's sole
            discretion. Without limiting the generality of the foregoing,
            effective as of the Effective Date, Employee, and to the extent
            applicable, Employee's covered dependants, shall be eligible to
            participate in the Company's 401(k) program and shall receive
            immediate


                                       2
<PAGE>

            enrollment for health benefits to the maximum extent possible under
            the Company's benefit plans.

      (e)   Vacation. Employee shall receive four (4) week of paid vacation time
            per calendar year, which amount shall increase in accordance with
            the Company's vacation policy for employees of the Company
            generally. Employee may take such accrued vacation at such times as
            are mutually convenient to Employee and the Company. In addition,
            Employee shall be entitled to all holidays provided under the
            Company's regular holiday schedule.

      (f)   Business Expenses. The Company will reimburse Employee for
            reasonable and necessary expenses appropriately incurred by Employee
            in performing his duties and obligations to the Company in
            accordance with, and subject to, such policies and procedures
            regarding executive officer expenses generally as the Company may
            from time to time have in effect.

3.    AT-WILL EMPLOYMENT

      (a)   At-Will Termination by Company. The employment of Employee shall be
            "at-will" at all times. The Company may terminate Employee's
            employment with the Company at any time, without any advance notice,
            for any reason or no reason at all, notwithstanding anything to the
            contrary contained in or arising from any statements, policies or
            practices of the Company relating to the employment, discipline or
            termination of its employees. Upon and after the date of such
            termination, all obligations of the Company shall cease, except as
            set forth below in Section 3(c).

      (b)   At-Will Termination by Employee. Employee may terminate employment
            with the Company at any time for any reason or no reason at all,
            upon two weeks' advance written notice. During such notice period
            Employee shall continue to diligently perform all of Employee's
            duties hereunder. The Company shall have the option, in its sole
            discretion, to make Employee's termination effective at any time
            prior to the end of such notice period as long as the Company pays
            Employee all compensation (including all accrued Base Salary (as
            then in effect), Bonus or vacation and subject to payment of all
            reimbursable expenses) incurred to which Employee is entitled up
            through the last day of the two-week notice period. Any and all
            options to acquire shares of Common Stock that have vested under the
            Option (or any other option that Employee shall receive while
            employed by the Company hereunder) shall continue to belong to
            Employee, subject to the terms of exercise set forth in the related
            option agreements. Thereafter all obligations of the Company shall
            cease, except as set forth below in Section 3(c).

      (c)   Termination by Company without Cause or by Employee for Good Reason.

            (i)   If the Company terminates Employee's employment other than for
                  Cause (as defined below) or if Employee terminates his
                  employment for Good Reason (as defined below) or if Employee
                  shall die or become disabled as a direct result of business
                  related activities within nine (9) months of the Effective
                  Date, then (A) within five (5) business days of the date on
                  which Employee's employment is terminated, the Company shall
                  pay to Employee in one lump sum payment that aggregate amount
                  of Base Salary


                                       3
<PAGE>

                  and Bonus that the Company would have paid to Employee during
                  the Severance Period if Employee had remained employed with
                  the Company throughout the Severance Period, (B) during the
                  Severance Period the Company shall continue to make available
                  to Employee the benefits made generally available by the
                  Company to its employees, to the extent permitted under
                  applicable law and the terms of the benefit plans, and (C) all
                  non-vested options to purchase Company stock granted to
                  Employee will immediately become vested. If the date of
                  Employee's termination is on or before the first anniversary
                  of the Effective Date, then for purposes of this Agreement the
                  term "Severance Period" shall mean the period beginning on the
                  date of Employee's termination and ending on the third
                  anniversary of the Effective Date. If the date of Employee's
                  termination is after the first anniversary of the Effective
                  Date, then for purposes of this Agreement the term "Severance
                  Period" shall mean the twenty-four (24)-month period
                  immediately following the date of Employee's termination. This
                  Section 3(c)(i) shall supercede any term to the contrary in
                  all stock option agreements entered into between the Company
                  and Employee, whether now existing or hereinafter executed,
                  and Employee and the Company agree to execute and deliver any
                  amendments to such agreements necessary to effectuate this
                  Section 3(c)(i).

            (ii)  The Company's termination of Employee's employment shall be
                  for "Cause" if Employee: (A) exhibits willful misconduct or
                  dishonesty which materially and adversely effects the business
                  reputation of Employee or the Company; (B) is convicted of a
                  felony; (C) acts (or fails to act) in the performance of his
                  duties to the Company in bad (good) faith and to the Company's
                  detriment; (D) materially breaches this Agreement or any other
                  agreement with the Company, which if curable, is not cured to
                  the Company's reasonable satisfaction within thirty (30) days
                  of written notice thereof; or (E) engages in misconduct that
                  is demonstrably and materially injurious to the Company,
                  including, without limitation, willful and material failure to
                  perform his duties as an officer or employee of the Company or
                  excessive absenteeism unrelated to illness or vacation which
                  if curable, is not cured to the Company's reasonable
                  satisfaction within thirty (30) days of written notice
                  thereof.

            (iii) For the purposes of this Agreement "Good Reason" means, the
                  occurrence, without the express written consent of Employee,
                  of any of the following events: (A) any reduction or
                  diminution (except temporarily during any period of
                  disability) in Employee's titles or positions assured in
                  Section 1(a) under this Agreement, or any material diminution
                  in Executive's authority, duties, responsibilities with the
                  Company or change from reporting directly to Kevin Carmony;
                  (B) a breach by the Company of any material provision of this
                  Agreement, including, but not limited to, any reduction (other
                  than a reduction (not to exceed ten percent (10%)) that
                  applies, in equal percentages, to all officers (within the
                  meaning of Section 16 of the Securities Exchange Act of 1934,
                  as amended) of the Company), in Employee's Base Salary or any
                  material failure to timely pay any part of Employee's
                  compensation (including, without limitation, Base Salary, and
                  bonus) or to materially provide in the aggregate the level of
                  benefits contemplated in this Agreement; (C) the failure of
                  the Company to obtain and deliver to Employee a satisfactory
                  written agreement from any successor to the Company to assume
                  and agree to perform this Agreement; or (D) the Employee is
                  asked to do anything that would be considered illegal or
                  unethical.


                                       4
<PAGE>

            (iv)  Employee's right to receive any payments or other benefits
                  under this Section 3(c) is expressly conditioned upon: (A)
                  Employee's execution of a general release of all claims as of
                  the date of Employee's termination, in substantially the form
                  attached to this Agreement as Exhibit A (the "General
                  Release"); and (B) Employee's compliance with his obligations
                  under this Agreement, and all other agreements between
                  Employee and the Company.

            (v)   Employee's right to receive any payments or other benefits
                  under this Section 3(c) upon his death or disability shall
                  automatically terminate concurrently with the establishment of
                  any death or disability insurance plan or benefit (other than
                  any existing group life or disability insurance program)
                  approved by the Company's Board of Directors for the benefit
                  of Employee.

4.    TERMINATION OBLIGATIONS

      (a)   Return of Property. Employee agrees that all property (including,
            without limitation, all equipment, tangible proprietary information,
            documents, records, notes, contracts and computer-generated
            materials) furnished to or created or prepared by Employee incident
            to Employee's employment belongs to the Company and shall be
            promptly returned to the Company upon termination of Employee's
            employment.

      (b)   Cooperation. Following any termination of his employment, Employee
            shall perform any and all acts requested by the Company to ensure
            the orderly and efficient transition of Employee's duties. Such acts
            may include, but are not limited to: (i) participating in meetings
            or telephone conferences; (ii) reviewing, preparing or executing
            documents; and (iii) providing assistance in connection with any
            litigation, investigation or audit involving the Company, or any of
            its affiliates, directors, officers, employees, agents, attorneys,
            representatives, stockholders, insurers, divisions, successors
            and/or assigns and any related holding, parent or subsidiary
            corporations.

5.    NON-DISCLOSURE OF THIRD-PARTY INFORMATION

Employee represents and warrants and covenants that Employee shall not disclose
to the Company, or use, or induce the Company to use, any proprietary
information or trade secrets of others at any time, including but not limited to
any proprietary information or trade secrets of any former employer, if any; and
Employee acknowledges and agrees that any violation of this provision shall be
grounds for Employee's immediate termination and could subject Employee to
substantial civil liabilities and criminal penalties. Employee further
specifically and expressly acknowledges that no officer or other employee or
representative of the Company has requested or instructed Employee to disclose
or use any such third-party proprietary information or trade secrets.

6.    NONINTERFERENCE; NONSOLICITATION

Employee acknowledges and agrees that the Company's relationships with its
employees, consultants, customers, vendors and service providers are valuable
business assets. Accordingly, Employee agrees that, during his employment with
the Company and during the Severance Period after the date of any termination of
such employment, he will not (for himself or for any third party) divert or
attempt to divert from the Company any business, employee, consultant,


                                       5
<PAGE>

customer, vendor or service provider, through solicitation or otherwise, or
otherwise interfere with the Company's business or the Company's relationships
with its employees, consultants, customers, vendors and service providers.

7.    AMENDMENTS; WAIVERS; REMEDIES

This Agreement may not be amended or waived except by a writing signed by
Employee and by a duly authorized officer of the Company. Failure to exercise
any right under this Agreement shall not constitute a waiver of such right. Any
waiver of any breach of this Agreement shall not operate as a waiver of any
subsequent breaches. All rights or remedies specified for a party herein shall
be cumulative and in addition to all other rights and remedies of the party
hereunder or under applicable law.

8.    ASSIGNMENT; BINDING EFFECT

      (a)   Assignment. The performance of Employee is personal hereunder, and
            Employee agrees that Employee shall have no right to assign and
            shall not assign or purport to assign any rights or obligations
            under this Agreement. This Agreement may be assigned or transferred
            by the Company and nothing in this Agreement shall prevent the
            consolidation, merger or sale of the Company or a sale of any or all
            or substantially all of its assets.

      (b)   Binding Effect. Subject to the foregoing restriction on assignment
            by Employee, this Agreement shall inure to the benefit of and be
            binding upon each of the parties; the affiliates, officers,
            directors, agents, legal representatives, successors and assigns of
            the Company; and the heirs, devisees, spouses, legal representatives
            and successors of Employee.

9.    NOTICES

All notices or other communications required or permitted hereunder shall be
made in writing and shall be deemed to have been duly given if delivered: (a) by
hand; (b) by a nationally recognized overnight courier service; or (c) by United
States first class registered or certified mail, return receipt requested, to
the principal address of the other party, as set forth below on the signature
page of this Agreement. The date of notice shall be deemed to be the earlier of
(i) actual receipt of notice by any permitted means, or (ii) five (5) business
days following dispatch by overnight delivery service or the United States mail.
Employee shall be obligated to notify the Company in writing of any change in
Employee's address. Notice of change of address shall be effective only when
provided in accordance with this Section 9.

10.   SEVERABILITY

If any provision of this Agreement shall be held by a court or arbitrator to be
invalid, unenforceable or void, such provision shall be enforced to the fullest
extent permitted by law, and the remainder of this Agreement shall remain in
full force and effect. In the event that the time period or scope of any
provision is declared by a court or arbitrator of competent jurisdiction to
exceed the maximum time period or scope that such court or arbitrator deems


                                       6
<PAGE>

enforceable, then such court or arbitrator shall reduce the time period or scope
to the maximum time period or scope permitted by law.

11.   TAXES

All amounts paid under this Agreement (including, without limitation, the Base
Salary) shall be paid less all applicable state and federal tax withholdings and
any other withholdings required by any applicable jurisdiction.

12.   GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the
internal laws of the State of California, without regard to conflicts of law
principles.

13.   INTERPRETATION

This Agreement shall be construed as a whole, according to its fair meaning, and
not in favor of or against any party. Sections and section headings contained in
this Agreement are for reference purposes only, and shall not affect in any
manner the meaning or interpretation of this Agreement. Whenever the context
requires, references to the singular shall include the plural and the plural the
singular.

14.   ATTORNEY'S FEES

If any action at law or in equity is necessary to enforce or interpret the terms
of this letter agreement, the prevailing party shall be entitled to reasonable
attorneys' fees, costs and necessary disbursements, in addition to any other
relief to which the party may be entitled.

15.   OBLIGATIONS SURVIVE TERMINATION OF EMPLOYMENT

The parties agree that any and all of the Company's or Employee's obligations
under this Agreement shall survive the termination of this Agreement.

16.   COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original of this Agreement, but all of which together shall
constitute one and the same instrument.

17.   AUTHORITY

Each party represents and warrants that such party has the right, power and
authority to enter into and execute this Agreement and to perform and discharge
all of the obligations hereunder; and that this Agreement constitutes the valid
and legally binding agreement and obligation of such party and is enforceable in
accordance with its terms.


                                       7
<PAGE>

18.   ENTIRE AGREEMENT

This Agreement, and the exhibits attached hereto, are intended to be the final,
complete and exclusive statement of the terms of Employee's employment by the
Company and may not be contradicted by evidence of any prior or contemporaneous
statements or agreements. Notwithstanding the foregoing, this Agreement shall
not supersede or otherwise affect any agreements previously or concurrently
executed by Employee relating to the Company's proprietary information or
intellectual property rights, or relating to Employee's non-interference or
non-solicitation obligations relative to the Company's business or employees. To
the extent that the practices, policies or procedures of the Company, now or in
the future, apply to Employee and are inconsistent with the terms of this
Agreement, the provisions of this Agreement shall control. Any subsequent change
in Employee's duties, position or compensation shall not affect the validity or
scope of this Agreement.

19.   EMPLOYEE ACKNOWLEDGEMENT

Employee acknowledges that Employee has had the opportunity to consult legal
counsel concerning this Agreement, that Employee has read and understands this
Agreement, that Employee is fully aware of its legal effect and that Employee
has entered into this Agreement freely based on Employee's own judgment and not
on any representations or promises other than those contained in this Agreement.

                [SIGNATURE PAGE TO EMPLOYMENT AGREEMENT FOLLOWS]


                                       8
<PAGE>


      IN WITNESS WHEREOF, the parties hereby execute this Employment Agreement
as of the Effective Date.

LINDOWS, INC.                            EMPLOYEE:



By: /s/ Michael Robertson                 /s/ Tom Welch
   ___________________________________   _______________________________________
Name:    Michael Robertson               Tom Welch
Title:   CEO                             CTO

Address for notices:                     Address for notices:

9333 Genesee Ave., Suite 300,            ***
San Diego, CA 92121
Attention:  Kevin Carmony



              [COUNTERPART SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]


                                       9

<PAGE>


                                    EXHIBIT A

                        FORM OF GENERAL RELEASE OF CLAIMS

THIS GENERAL RELEASE OF CLAIMS (this "Release") is executed and delivered as of
_____________, ____, by and between ______________, a Delaware corporation (the
"Company"), and the individual named on the signature page hereof (the
"Releasor"). Each of the Company and the Releasor is referred to herein as a
"Party," and, collectively, as the "Parties."

                                    RECITALS

      WHEREAS, the Company and the Releasor previously executed and delivered an
Employment Agreement (the "Employment Agreement");

      WHEREAS, pursuant to terms and conditions of the Employment Agreement, the
Releasor is entitled to certain severance payments in specific circumstances,
subject to, among other things, Releasor's execution and delivery of this
Release; and

      WHEREAS, by execution hereof, the Releasor acknowledges and agrees that:
(i) this Release is a compromise of doubtful and disputed claims, if any, which
remain untested; (ii) there has not been a trial or adjudication of any issue of
law or fact herein; (iii) the terms and conditions of this Release are in no way
to be construed as an admission of liability on the part of the Company; and
(iv) the Company denies any liability and intends merely to avoid litigation
with this Release;

      NOW, THEREFORE, in consideration of the foregoing recitals, and the
representations, warranties, covenants and promises contained herein, the
adequacy and sufficiency of which are hereby acknowledged, the Parties agree as
follows:

                                    AGREEMENT

      1. Release of the Company by the Releasor.

      (a) The Releasor does hereby unconditionally, irrevocably and absolutely
release and discharge the Company, and its affiliates, directors, officers,
employees, agents, attorneys, representatives, stockholders, insurers,
divisions, successors and/or assigns and any related holding, parent or
subsidiary corporations, from any and all loss, liability, claims, costs
(including, without limitation, attorneys' fees), demands, causes of action, or
suits of any type, whether in law and/or in equity, related directly or
indirectly or in any way connected with any transaction, affairs or occurrences
between them and arising on or prior to the date of this Release, including, but
not limited to, the Releasor's employment with the Company, the termination of
said employment and claims of emotional or physical distress related to such
employment or termination, excepting only Releasor's rights (1) as a participant
under various Company benefit and stock plans and programs; (2) to enforce
obligations under his Employment Agreement and this Release; and (3) for defense
and indemnification in the event of any claims for which such defense or
indemnification would be appropriate under Cal. Labor



                                      A-1
<PAGE>

Code sec. 2802, the California Corporations Code, or any Company bylaw or policy
relating to indemnification. This Release specifically applies to any claims for
age discrimination in employment, including, without limitation, any claims
arising under the Age Discrimination In Employment Act or any other statutes or
laws that govern discrimination in employment.

      (b) The Releasor irrevocably and absolutely agrees that he will not
prosecute nor allow to be prosecuted on his behalf in any administrative agency,
whether federal or state, or in any court, whether federal or state, any claim
or demand of any type related to any of the matters released above, it being an
intention of the Parties that with the execution by the Releasor of this
Release, the Company, its officers, directors, employees, agents, attorneys,
representatives, successors and/or assigns, and any related holding, parent and
subsidiary corporations, will be absolutely, unconditionally and forever
discharged of and from all obligations to or on behalf of the Releasor related
in any way to the matters released above.

      (c) The Releasor does expressly waive all of the benefits and rights
granted to him pursuant to any applicable law or regulation to the effect that:

            A general release does not extend to claims which the creditor does
            not know of or suspect to exist in his favor at the time of
            executing the release, which if known by him must have materially
            affected his settlement with the debtor.

      (d) The Releasor does certify that he has read all of this Release, and
that he fully understands all of the same. The Releasor hereby expressly agrees
that this Release shall extend and apply to all unknown, unsuspected and
unanticipated injuries and damages, as well as those that are now known;
provided that this Release shall not apply to Releasor's right to receive any
severance payments or benefits during the Severance Period as defined in the
Employment Agreement referred to herein..

      (e) The Releasor further declares and represents that no promise,
inducement or agreement not herein expressed has been made to him and that this
Release contains the full and entire agreement between the Parties relating to
the Releasor's release of claims, and that the terms of this Release are
contractual and not a mere recital.

      2. Review and Revocation Periods. The Releasor represents, acknowledges
and agrees that: (i) the Company has advised him, in writing, to discuss this
Release with an attorney, and that to the extent, if any, that the Releasor has
desired, the Releasor has done so; (ii) the Company has given the Releasor
twenty-one (21) days to review and consider this Release before signing it, and
the Releasor understands that he may use as much of this twenty-one (21) day
period as he wishes prior to signing; (iii) that no promise, representation,
warranty or agreements not contained herein have been made by or with anyone to
cause him to sign this Release; (iv) that he has read this Release in its
entirety, and fully understands and is aware of its meaning, intent, contents
and legal effect; and (v) he is executing this Release voluntarily, and free of
any duress or coercion. The Parties acknowledge that for a period of seven (7)
days following the execution of this Release, the Releasor may revoke this
Release, and this Release shall not become effective or enforceable until the
revocation period has expired. This Release shall become effective eight (8)
days after it is signed by the Parties, and in the event the Parties do not sign
on the same date, then this Release shall become effective eight (8) days after
the date it is signed by the Releasor.


                                      A-2
<PAGE>

      3. Full and Complete Defense. This Release may be pleaded as a full and
complete defense and may be used as the basis for an injunction against any
action, suit or proceeding that may be prosecuted, instituted or attempted by
the Releasor against the Company.

      4. Tax Indemnification. As part of this Release, the Releasor agrees to
indemnify, hold harmless, and, at the Company's request, defend the Company and
its affiliates, directors, officers, employees, agents, attorneys,
representatives, stockholders, insurers, divisions, successors and/or assigns
and any related holding, parent or subsidiary corporations, from and against any
and all loss, liability, claims, costs (including, without limitation,
attorneys' fees), demands, causes of action, or suits of any type, whether in
law and/or in equity, related directly or indirectly or in any way connected
with any federal or state income or other taxes payable or claimed to be payable
as a result of any consideration that the Company pays to the Releasor pursuant
to this Release or the Employment Agreement.

      5. Amendments, etc. This Release may not be amended or waived except by a
writing signed by the Releasor and by a duly authorized officer of the Company.
Failure to exercise any right under this Release shall not constitute a waiver
of such right. Any waiver of any breach of this Release shall not operate as a
waiver of any subsequent breaches. All rights or remedies specified for a Party
herein shall be cumulative and in addition to all other rights and remedies of
the Party hereunder or under applicable law.

      6. Assignment; Binding Effect. The Releasor agrees that he shall have no
right to assign and shall not assign or purport to assign any rights or
obligations under this Release. This Release may be assigned or transferred by
the Company; and nothing in this Release shall prevent the consolidation, merger
or sale of the Company or a sale of any or all or substantially all of its
assets.

      7. Severability. If any provision of this Release shall be held by a court
or arbitrator to be invalid, unenforceable or void, such provision shall be
enforced to the fullest extent permitted by law, and the remainder of this
Release shall remain in full force and effect. In the event that the time period
or scope of any provision is declared by a court or arbitrator of competent
jurisdiction to exceed the maximum time period or scope that such court or
arbitrator deems enforceable, then such court or arbitrator shall reduce the
time period or scope to the maximum time period or scope permitted by law.

      8. Governing Law. This Release shall be governed by and construed in
accordance with the internal laws of the State of California, without regard to
conflicts of law principles.

      9. Interpretation. This Release shall be construed as a whole, according
to its fair meaning, and not in favor of or against any Party. Sections and
section headings contained in this Release are for reference purposes only, and
shall not affect in any manner the meaning or interpretation of this Release.
Whenever the context requires, references to the singular shall include the
plural and the plural the singular.

      10. Counterparts. This Release may be executed in any number of
counterparts, each of which shall be deemed an original of this Release, but all
of which together shall constitute one and the same instrument.


                                      A-3
<PAGE>

      11. Authority. Each Party represents and warrants that such Party has the
right, power and authority to enter into and execute this Release and to perform
and discharge all of the obligations hereunder; and that this Release
constitutes the valid and legally binding agreement and obligation of such Party
and is enforceable in accordance with its terms.

      12. Entire Agreement. This Release is intended to be the final, complete
and exclusive statement of the terms set forth herein and may not be
contradicted by evidence of any prior or contemporaneous statements or
agreements.

      13. Opportunity to Consult Legal Counsel. The Releasor acknowledges that
he has had the opportunity to consult legal counsel concerning this Release,
that he has read and understands this Release, that he is fully aware of its
legal effect and that he has entered into this Release freely based on his own
judgment and not on any representations or promises other than those contained
in this Release.

                            [SIGNATURE PAGE FOLLOWS]


                                      A-4
<PAGE>


      IN WITNESS WHEREOF, the Parties hereby execute this Release as of the date
first above written.

____________________,                    RELEASOR:



By:___________________________________   _______________________________________
Name:                                                  Signature
Title:
                                         _______________________________________
                                                      Print Name



                  [SIGNATURE PAGE TO GENERAL RELEASE OF CLAIMS]


                                      A-5
<PAGE>




                                    EXHIBIT B

                                OPTION AGREEMENT

See attached.


                                       B-1

Source: OneCLE Business Contracts.