Mark Miller
                               Terms of Employment
                                December 7, 1999


Position:  Senior Vice President and CFO

Employment Status: Employee at will. These terms shall continue in force year to
year until altered by mutual agreement or termination of employment.

Base  Salary:  Participation  in Company  wide bonus pool that  provides a bonus
potential of 50% of annual base salary, consistent with the terms of the Company
wide program.

Options:          Option grant as approved by the board on January 27, 2000

Severance:        Upon  termination  of employment  for any reason,  a severance
                  payment  equal to (1) one  year's  base  salary,  plus (2) one
                  year's full potential bonus amount outlined above. Upon change
                  of control and termination of employment  either  voluntary or
                  involuntary  within 1 year of a change of control - defined as
                  Leslie Otten ownership going  below 20% - 2 year's base salary
                  and bonus potential.

Benefits:         Participation  in  ASC  senior  executive  benefit  plan as in
                  effect from time to time.

FY99 Bonus:       FY 1999 bonus of $45,000 - total potential was $100,000. To be
                  paid immediately.