EXHIBIT 10.21


                     David A. Taylor Employment Arrangement

Salary: Annual salary of $132,000.

Option: One option to acquire 1,000,000 shares of common stock. The option
shall have an exercise price of $.40 per share, vest in four equal annual
installments commencing on February 1, 2006, and have a term of 10 years.

Health Benefits: Health benefits comparable to those of other executive
officers.