CONSULTING AGREEMENT



         This CONSULTING AGREEMENT (the "Agreement") made as of this 20th day of

July, 2000 ("Effective Date") by and between GigaPixel Corporation, a Delaware

corporation ("Company"), and George T. Haber ("Consultant").



         WHEREAS, GigaPixel desires consulting and similar services relating to

GigaPixel's business; and



         WHEREAS, Consultant desires to contract with the Company to perform

such services.



         NOW, THEREFORE, in consideration of the mutual covenants hereinafter

recited, the sufficiency of which is hereby acknowledged, the parties agree as

follows;



         1. Consultancy. The Consultant shall serve as a consultant to the

Company for a period commencing on the date of this Agreement for a period of

two (2) years unless earlier terminated in accordance with Section 9 of this

Agreement.



         2. Scope of Work. The Consultant shall perform the services set forth

in Exhibit A attached hereto (the "Services"). Any additions to or modifications

of the Services shall be set forth in writing and shall be signed by both

parties. The performance of services and compensation therefore necessary to the

completion of such additions or modifications shall be governed by this

Agreement unless otherwise described in the written agreement of the parties.



         3. Performance Bonus Advance. Within sixty days after commencement of

Consultant's services under this Agreement, the Company shall pay to the

Consultant, in advance of the performance of two (2) full years of service under

this Agreement, a performance bonus in the amount of $300,000 ("Performance

Bonus").



         4. Repayment Obligation. Concurrently herewith, the Consultant shall

execute the contingent recourse non-negotiable promissory note attached hereto

as Exhibit B (the "Note"). The Note shall provide that in the event that the

Consultant, as maker of the Note, ceased to be engaged as a consultant or

employee by the Company (or its successors or assigns) prior to the two year

anniversary of the Effective Date of this Agreement, the principal balance of

the Note shall become payable no later than one day after the termination of the

consulting or employment relationship between the Consultant and the Company.

Notwithstanding the foregoing, the Note shall also provide that if the

Consultant ceases to be engaged as a consultant or employed by the Company for

any of the following reasons, the repayment obligation therein shall not apply:



            (a) Death or permanent disability of Consultant;



            (b) Assignment of this Agreement to a subsidiary, parent, successor

or affiliate of the Company.



         5. Consulting Fees. The Company agrees to pay the Consultant a flat fee

of $400,000 for the Services promptly upon the commencement of the consultancy

relationship between the Company and Consultant.



         6. Payments. The Company shall reimburse the Consultant for

out-of-pocket expenses reasonably incurred by the Consultant in the performance

of the Services upon the Consultant's submission of any request for

reimbursement in a format consistent with the Company's policies from time to

time in effect.



         7. Confidentiality. The Consultant acknowledges that Confidential

Information (as defined in Section 8 of this Agreement) is of great value to the

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