CHIEF OPERATING OFFICER ENGAGEMENT AGREEMENT

--------------------------------------------



         THIS AGREEMENT (this "Agreement") is made and effective this ninth day

of October 2003 (the "Commencement Date"), by and between MICHAEL MILLER ("COO")

and CERISTAR, INC., a Delaware corporation (the "Company" or "Employer") for the

employment of COO by the Company.



         NOW, THEREFORE, the parties agree as follows:



         1. Employment. As of the Commencement Date, Employer hereby employs COO

as the Company's Chief Operating Officer under the terms and conditions set

forth herein.



         2. Term of Employment. Employer hereby employs the COO and the COO

hereby accepts employment under this Agreement effective October 9, 2003 (the

Commencement Date) and continuing for a period of twelve (12) months through

October 10, 2004. Subject to the provisions of termination set forth in Section

8 hereof, renewal of this Agreement shall be automatic for successive one-year

periods unless: (i) the COO shall have given written notice to the Employer at

least thirty (30) days prior to the expiration of the then current Term that he

does not intend to renew, or (ii) the Company shall have given written notice to

the COO not less than sixty (60) days prior to the expiration of the then

current Term of its intent to not renew the Agreement, whereupon, in either

case, this Agreement shall expire at the end of the then current Term. Reference

to "Term" herein shall refer to both the initial term and any such successive

renewal period.



         3. Duties of COO.



         (a) Chief Operating Officer . COO shall serve as the Company's Chief

Operating Officer and shall assume such duties and responsibilities that are

customary for chief operating offices of corporations in the Company's business,

subject at all times to the direction and control of the CEO and President. COO

will perform his services at the Company's offices.



         4. Compensation and Expenses.



         (a) Base Salary. For the services of the COO to be rendered under this

Agreement, the Company will pay the COO a monthly base salary of $7,000 (as

increased from time to time, the "Base Salary"). The Company will pay the COO

his Base Salary per regular company payroll schedules.



         (b) Base Salary Adjustment. The Board may increase the COO's base

salary from time to time on such terms and conditions as the CEO and Board

deems.



         (c) Bonus Compensation. The company will provide a:



              (i) Bonus amount that may be paid to the COO during the term of

this agreement.

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