Vice President, Sales Employment Agreement

EXHIBIT 10.46
OFFER OF EMPLOYMENT LETTER FROM THE COMPANY
TO MICHAEL LIESS


September 8, 1998


Mr. Michael Liess 12050 South Riviera Tustin, CA 92782


Dear Mike,


We are very pleased to offer you the position of Vice President, Sales and Field Marketing of our Digital Imaging Solutions SBU, reporting to Michael Steep, Sr. VP/GM pending successful completion of a background check.


We are pleased to offer you the following:


- A base salary of ** bi-weekly (** annually.)


- A start date of Monday, October 5, 1998.


- Stock options in the amount of ** shares. The price per share of
these options will be determined by the fair market value on the date
of grant under the terms of ENCAD's Stock Option Plan. A meeting to
explain your stock option plan will be held shortly after you begin
work. Key employees who participate in the stock option plan will be
expected to give their full professional effort to the Company.
Outside consulting is discouraged except when done through ENCAD.


- A car allowance of ** (gross) per month.


- 3 weeks vacation per year.


- Participation in ENCAD's Executive bonus program. This program
provides for a range of bonus from ** to ** of your base annual
salary with a 100% target of 30%. Bonus payouts are based on your
achievement of your assigned worldwide revenue plan, your individual
performance against pre-established objectives, and company
profitability. Your bonus for 1998 will be pro-rated based on your
start date, with a guarantee of ** for 1998 based on achievement
of personal objectives. Details of the plan will be provided to you
upon hire.


- A recoverable draw of ** per annum (** bi-weekly), against your
annual bonus, is authorized.


** CONFIDENTIAL TREATMENT REQUESTED


- Participation in ENCAD's semi-annual Employee Profit Sharing Plan.
Please note that ENCAD's profit sharing payout in previous years has
been around ** of base salary.


- Relocation Assistance: To assist you with your move to San Diego,
ENCAD will reimburse you for the following relocation expenses, in
...