Exhibit 10.34


TSET, Inc.
333 South State Street, PMB 111
Lake Oswego, OR  97034



                                 April 10, 2001




Mr. Richard A. Papworth
Chief Financial Officer
TSET, Inc.
333 South State Street, PMB 111
Lake Oswego, OR  97034

Dear Mr. Papworth:

         Reference is made to the employment  agreement entered into between you
and TSET, Inc. ("TSET"),  dated May 19, 2000 (the "Employment  Agreement").  You
hereby  agree that all  references  to  non-dilution  of your  stock  percentage
ownership  interest  in TSET shall be  deleted  from the  Employment  Agreement.
Except as expressly provided in the preceding sentence,  all other provisions of
the Employment Agreement shall remain in full force and effect.

         In  consideration of the foregoing  amendment,  TSET shall issue to you
398,475  restricted shares of its common stock. You may elect whether to receive
such  shares as a grant,  to be issued as and when you  request,  or as  options
fully vested in you as of the date  hereof.  If you elect to receive such shares
as options,  the exercise  price therefor shall be $0.885 per share (the closing
price  for  shares  of TSET's  common  stock as  quoted on the  over-the-counter
bulletin board exchange on April 9, 2001).

         Your  execution,  in the space  provided  below,  shall  evidence  your
acceptance of the terms of this amendment.

                                   Sincerely,


                                   /s/ Jeffrey D. Wilson
                                   ---------------------------------------------
                                   Jeffrey D. Wilson
                                   Chairman and Chief Executive Officer


AGREED AND ACCEPTED


/s/ Richard A. Papworth
--------------------------------
Richard A. Papworth