/s/ ELWOOD G. NORRIS

1) Starting date:

February 10, 2003

2) Base salary:

$150,000

3) Stock options:

You will receive options as part of the compensation package from the Company. The option price will be closing bid price on date of employment. You will receive a Stock Option Grant for 100,000 shares, vesting as follows: 25% after 90 day probationary period, and 25% thereafter annually on anniversary date over a three year period.

4) Insurance:

Medical and dental coverage. ATC will provide coverage in terms stated in our Policy Manual. Medical and Dental premiums for employee and dependents are covered 100%. These benefits commence on March 1, 2003.

5) Temporary Living:

Employee shall receive, an allowance no greater then $25,000 annually for temporary housing. The Company to sign lease agreement.

6) Relocation allowance:

The employee shall receive $20,000 maximum for moving expenditures incurred as part of his relocation.

7) Auto Allowance:

$500.00 per month beginning immediately.

8) Vacation/Holiday time:

The Company observes 9 paid holidays per calendar year. Vacation days are known as personal days off (“PDO”) are accrued per pay period. This engagement letter entitles you to accrue 3 weeks for the first year and 4 weeks thereafter, with a maximum of 200 hours accrued as per the Company policy.

9) Bonus:

To be determined by the Compensation Committee and approved by Board of Directors after 90-day probationary period.

10) 401k Plan:

A 401K plan is available with multiple investment options and a company match.

/s/ ELWOOD G. NORRIS

Elwood G. Norris
Chairman

/s/ JAMES IRISH

January 27, 2003

James Irish

Date: