1 EXHIBIT 10.21 M.G. ELECTRONICS, INC. 31364 Via Colinas, #103, Westlake Village, California 91362 Phone: (818) 889-1300 FAX: (818) 889-4987 December 22, 1995 Jim Minyard President M.G. Electronics 31364 Via Colinas, #103 Westlake Village, CA 91362 Dear Jim, Effective with the new year, your base salary will be increased to $9,000 per month with a monthly bonus equal to 1% of pre-tax operating income (before corporate charges). All other provisions of your compensation package will remain the same which are as follows: - Company provided automobile including operating expenses - Blue Cross insurance for you and your family - Discretionary bonus up to 40% of annual base pay - Termination pay at minimum of 3 months plus 30 day notice Thanks for your contributions in 1995 and I look forward to an even more profitable 1996. Sincerely, /s/ MAURY FRIEDMAN Maury Friedman President Electronic Products Group