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Employment Agreement - Inc. and Bruce Coleman


                               October 23, 2000

Bruce Coleman
Taos, New Mexico

Dear Bruce,

On behalf of Inc. (the "Company"), I am pleased to offer you the
position of Chief Executive Officer.

The terms of your new position with the Company are as set forth below:

          1.   Position.

               a.   You will become Chief Executive Officer for the Company
                    working out of the Company's Santa Monica corporate offices.
                    You will assume responsibility for all aspects of the
                    Company's operations, including such duties as may be
                    required by the Company's Board of Directors.

                b.  During the term of your employment, you agree that you will
                    devote all of your business time and attention to the
                    business of the Company, the Company will be entitled to all
                    of the benefits and profits arising from or incident to all
                    such work services and advice, and you will not directly or
                    indirectly engage or participate in any business that is
                    competitive in any manner with the business of the Company.

          2.   Start Date. Subject to fulfillment of any conditions imposed by
               this letter agreement, you will commence this new position with
               the Company as soon as possible and in no event later than
               October 30, 2000.

          3.   Proof of Right to Work. For purposes of federal immigration law,
               you will be required to provide to the Company documentary
               evidence of your identity and eligibility for employment in the
               United States. Such documentation must be provided to us within
               three (3) business days of your date of hire, or our employment
               relationship with you may be terminated.

          4.   Compensation.

               Base Salary.  You will be paid a monthly salary of $35,000.  Your
               salary will be payable in two equal payments per month pursuant
               to the Company's regular payroll policy.

          5.   Stock Options.

               Grant. The Company will grant you an option under the Company's
               1999 Stock Incentive Plan to purchase 100,000 shares of the
               Company's Common Stock, with an exercise price equal to the
               closing price on Nasdaq of the Company's Common Stock on your
               start date. Additionally, the Company will grant you an option
               under the Company's 1999 Stock 

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               Incentive Plan to purchase 25,000 shares of the Company's Common
               Stock, with an exercise price equal to $10.00 per share. Each
               option will be an incentive stock option to the maximum extent
               allowed by the tax code.

               Vesting. Both of your options will vest over a period of six
               months (six equal monthly installments) beginning with your start
               date. Vesting is contingent upon your continued employment with
               the Company.

               Change in Control Provision. Your options will include a change
               in control provision, which provides for full vesting
               acceleration upon a change in control of the Company. A "change
               in control" shall be defined as (i) an acquisition, merger or
               consolidation in which securities possessing more than fifty
               percent (50%) of the total combined voting power of the Company's
               outstanding securities are transferred to a person or persons
               different from the persons holding those securities immediately
               prior to such merger or consolidation, or (ii) the sale, transfer
               or other disposition of all or substantially all of the assets of
               the Company in liquidation or dissolution of the Company.

               Electronic Delivery of Grant Documentation. A third-party
               administers the Company's stock incentive plans. Following your
               grant date, your stock option information will be provided to the
               plan administrator and the administrator will deliver an email to
               you which contains a personal password that allows you to access
               your options information through the administrator's web site.
               Included in your secure account will be your specific stock
               option grant information. Also available on the administrator's
               web site will be the general terms of your grant, including the
               terms of the change in control provision. You will consummate all
               stock options transactions through this administrator's web site.
               By signing this letter, you agree to the electronic delivery of
               your stock option grant documentation as described above.

          6.   Benefits.

               a.   Insurance Benefits. The Company will provide you with
                    standard medical and dental insurance benefits available to
                    all employees of the Company.

               b.   Vacation. You are entitled to standard vacation benefits
                    available to all employees of the Company.

               c.   Cost Reimbursement. The Company agrees to reimburse you for
                    reasonable living expenses incurred by you for living in the
                    Los Angeles area in connection with your employment with the
                    Company. In addition, the Company agrees to reimburse you
                    for travel expenses related to travel to and from your
                    residence in Taos, New Mexico.

          7.   Confidential Information and Invention Assignment Agreement. Your
               acceptance of this offer and commencement of employment with the
               Company is contingent upon the execution, and delivery to an
               officer of the Company, of the Company's Confidential Information
               and Invention Assignment Agreement, a copy of which is enclosed
               for your review and execution (the "Confidentiality Agreement"),
               prior to or on your start date.

          8.   Confidentiality of Terms. You agree to follow the Company's
               strict policy that employees must not disclose, either directly
               or indirectly, any information, including any 


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               of the terms of this agreement, regarding salary, bonuses, or
               stock purchase or option allocations to any person, including
               other employees of the Company; provided, however, that you may
               discuss such terms with members of your immediate family and any
               legal, tax or accounting specialists who provide you with
               individual legal, tax or accounting advice.

          9.   At-Will Employment. Your employment with the Company will be on
               an "at will" basis, meaning that either you or the Company may
               terminate your employment at any time for any reason or no
               reason, without further obligation or liability.

          10.  Offer Expiration.   This offer is valid through October 25, 2000.
     We are all delighted to be able to extend you this offer and look forward
     to working with you. To indicate your acceptance of the Company's offer,
     please sign and date this letter in the space provided below and return it
     to the undersigned, along with a signed and dated copy of the
     Confidentiality Agreement. This letter, together with the Confidentiality
     Agreement, set forth the terms of your employment with the Company and
     supersedes any prior representations or agreements, whether written or
     oral. This letter may not be modified or amended except by a written
     agreement, signed by the Company and by you.

                                        Very truly yours,


                                        By: /s/ Michael Zuercher
                                        Title: Secretary



/s/ Bruce Coleman


Enclosure:  Confidential Information and Invention Assignment Agreement

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