CHIEF FINANCIAL OFFICER ENGAGEMENT AGREEMENT

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



         THIS AGREEMENT (this "Agreement") is made and effective this eighteenth

day of November 2003 (the "Commencement Date"), by and between Robert E. Lester

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

for the employment of CFO by the Company.



         NOW, THEREFORE, the parties agree as follows:



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

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

forth herein.



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

hereby accepts employment under this Agreement effective November 18, 2003 (the

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

November 17, 2004. Subject to the provisions of termination set forth in Section

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

periods unless: (i) the CFO 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 CFO 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 CFO.



         (a) Chief Financial Officer. CFO shall serve as the Company's Chief

Financial Officer and shall assume such duties and responsibilities that are

customary for chief financial officers of corporations in the Company's

business, subject at all times to the direction and control of the CEO and

President. CFO will perform his services at the Company's offices.



         4. Compensation and Expenses.



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

Agreement, the Company will pay the CFO a monthly base salary of $6,500 (as

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

his Base Salary per regular company payroll schedules.



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

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

deems.



         Bonus Compensation. The company will provide a:



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

this agreement.



              (II) Depending upon performance, CFO will be eligible for a bonus

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