Exhibit 10.37


                      EMPLOYMENT AGREEMENT - JOE CALDARELLI

The following defines your compensation and benefits package, effective with
your appointment to the position of CEO of CPI.

-     Your base salary will be $300,000.00 US. This will be reduced by
      $10,000.00, and that $10,000.00 will be used to establish a discretionary
      expense account for your use. Since you are an employee of CPI Canada, the
      salary will be paid in Canadian Dollars, frozen at the exchange, rate in
      effect on March 19, 2002.

-     You will participate in the normal company benefits plan. Those benefits
      that are salary dependent will be pro-rated based on your base salary.

-     You will obtain short-term disability coverage through our insurance
      carriers to the maximum degree that they are willing to provide. Any
      shortfall between the insurance coverage and the normal coverage of 66
      2/3% of salary will be provided through self-insurance by CPI.

-     You will participate in the company's long-term disability plan to the
      maximum that the insurance coverage provides, up to the customary maximum
      of 60% of base salary.

-     You will continue to participate in the executive car program using the
      same formula that was in effect for you prior to your appointment.

-     You will participate in the company's Management Incentive Plan (MIP). The
      goals and the details for participation and the methodology for
      calculating the incentive will be set at the beginning of each Fiscal
      Year, by the Board of Directors. Although your participation and the
      details are subject to change, your target (nominal) participation is at
      1X salary.

-     Should it be necessary for CPI to terminate your employment, you will be
      entitled to a nominal severance of 24 months, but in any case, of no less
      than 18 months and no higher than 30 months. During that period you will
      be maintained "whole" in that you will continue to participate in the
      medical and all other benefits programs (with the exception of long-term
      disability) and you will be entitled to receive your management Incentive
      (MIP) for the entire year in which you are terminated, plus any earned but
      unpaid incentives for prior years. The management incentive will be based
      on the formula in effect for you at the time of termination and the
      company's performance during the relevant period, as though you had
      continued to be an employee during that period. (This clause will not
      apply if you are convicted of a felony offence).

This agreement is executed in Los Angeles on March 19, 2002.

         Signed:  /s/ John Baumer
                  ---------------
                   John Baumer