SENIOR EXECUTIVE EMPLOYMENT AGREEMENT

         THIS  AGREEMENT  made  as of  the  29th  day  of  November,  1999  (the
"Effective Date").

B E T W E E N:

                           INFOCAST CORPORATION, a corporation
                           incorporated under the laws of the State of Nevada,
                           in the United States of America


                           (hereinafter referred to as the "Employer")

                                                               OF THE FIRST PART

                           - and -

                           CARL STEVENS, of the City of Atlanta, in the State of
                           Georgia (hereinafter referred to as the "Employee")

                                                              OF THE SECOND PART



         WHEREAS the  Employer  wishes to employ the Employee in the capacity of
President - Distance  Learning Division  effective  December 1, 1999 (the "Start
Date");

         AND WHEREAS the Employer  recognizes  that the Employee will render and
provide to the  Employer  special  skills which are  essential to the  continued
growth  of  the  Employer's  business  and  the  Employer  believes  that  it is
reasonable and fair to the Employer that the Employee receive fair incentive and
security of employment and compensation terms;

         AND WHEREAS the  Employer  and the  Employee  have agreed to enter into
this  Employment  Agreement  to  formalize  in writing the terms and  conditions
reached between them governing the Employee's employment;

         NOW THEREFORE in  consideration  of the mutual covenants and agreements
herein contained and for other good and valuable consideration,  the receipt and
sufficiency of which are hereby acknowledged by the parties,  the parties hereto
agree as follows:


<PAGE>

                                    Article 1
                  RETENTION, DUTIES AND POWERS OF THE EMPLOYEE

1.1      Employment of Employee.

         The Employer  hereby  employs the Employee  effective the Start Date as
its  President  -  Distance  Learning  Division,  reporting  to  the  Employer's
President, to perform the duties and responsibilities  incident to such position
and as otherwise  assigned by the Employer's  President.  Such employment  shall
continue,  unless and until  terminated  in  accordance  with  Article 4 of this
Agreement.

1.2      Acceptance of Employment; Time and Attention.

         The Employee  hereby accepts such employment and agrees that throughout
the period of his  employment  hereunder  he will devote  substantially  all his
time, attention, knowledge and skills, faithfully, diligently and to the best of
his ability,  in furtherance  of the business of the Employer,  and will perform
the duties and responsibilities  assigned to him pursuant to Section 1, subject,
at all times,  to the direction and control of the Employer's  President.  As an
executive  officer,  the Employee  shall perform such specific  duties and shall
exercise such specific  authority  related to the  management of the  day-to-day
operations  of the  Employer  consistent  with his  position  as a  Senior  Vice
President as may be assigned to the Employee from time to time by the Employer's
President.  The Employee shall at all times be subject to, observe and carry out
such rules, regulations,  policies,  directions and restrictions as the Employer
shall  from  time  to  time  establish.  During  the  period  of his  employment
hereunder, the Employee shall not, directly or indirectly,  accept employment or
compensation  from,  or  perform  services  of  any  nature  for,  any  business
enterprise  other  than the  Employer.  The  Employee  shall be  elected to such
offices of the  Employer  as may from time to time be  determined  by the Board.
During  the  period  of the  Employee's  employment  hereunder,  he shall not be
entitled to additional  compensation  for serving in any offices of the Employer
to which he is elected or appointed.


                                    Article 2
                            COMPENSATION AND BENEFITS

2.1      Remuneration.

         For the  performance of his services  hereunder,  the Employee shall be
paid a salary (the "Base Salary") of US$225,000 per annum, payable twice monthly
in  arrears.  The  Employee's  Base  Salary  shall be  reviewed  annually by the
Employer's  Board of Directors  (the "Board") based on  recommendation  from the
Employer's  President and, from time to time during the term of this  Agreement,
may be increased in the sole discretion of the Board.

                                      -2-
<PAGE>

2.2      Benefits and Perquisites

         Provided  the  Employee is otherwise  eligible,  the  Employee  will be
entitled  to  participate  in all benefit  plans and to receive all  perquisites
enjoyed by the senior  employees  of the  Employer.  All  benefit  plans will be
governed and interpreted by their written terms, if applicable.

2.3      Incentive Plans.

         The Employee will be entitled to  participate  in all  incentive  plans
(including,  without  limitation,  a Bonus Planto be created  which  includes an
entitlement  to an annual  target  bonus of 25 percent of Base Salary to be paid
within 90 days  following the  Employer's  fiscal year end, and the Share Option
Plan) made  available  to any employee of the  Employer.  Except as provided for
herein,  all incentive  plans will be governed and  interpreted by their written
terms, if applicable.

         It is agreed that the Employee's  bonus for the period ending 12 months
from the Start Date shall be  US$50,000  which shall be paid prior to the end of
said 12 month period, at a time designated by the Employee.

         It is agreed that,  effective the Start Date,  the Employer shall grant
the Employee  250,000 options to purchase  common shares on terms  substantially
the same as those set forth in the Infocast  Corporation  1999 Share Option Plan
(a copy of which is attached as Schedule A hereto) except as otherwise  provided
herein. These options will be issued with an exercise price of US$7.00 each. The
terms of these options will provide that they vest as to 83,333 options upon the
Employee  assuming the position of the Employer's  President - Distance Learning
Division,  83,333 on the first  anniversary  thereof and the remaining 83,334 on
the second anniversary thereof.

2.4      Out-of-Pocket Expenses.

         The Employee  shall,  upon  production  of  supporting  statements  and
vouchers,  be reimbursed forthwith by the Employer in accordance with applicable
policies of the  Employer for all  reasonable  out-of-pocket  expenses  actually
incurred by the Employee in the performance of his duties under this Agreement.

2.5      Vacation.

         The  Employee is entitled to a minimum of three weeks paid  vacation in
respect of each 12 month period of his employment hereunder.  To the extent that
the Employee does not utilize his full vacation  entitlement  in any given year,
the Employee shall be entitled to carry forward his vacation  entitlement to the
next year  provided that the Employee  shall not be entitled to accumulate  more
than five weeks vacation.


                                      -3-
<PAGE>

                                    Article 3
                          EMPLOYEE'S NEGATIVE COVENANTS

3.1      Confidential Information.

         The  Employee  acknowledges  that,  in  the  course  of  carrying  out,
performing and fulfilling his  obligations to the Employer under this Agreement,
the Employee  will have access to and will be entrusted  with  information  that
would reasonably be considered  confidential to the Employer and its affiliates,
clients or  suppliers,  the  disclosure  of any of which to  competitors  of the
Employer or any of its affiliates,  clients or suppliers, or the general public,
would be highly detrimental to the best interests of the Employer. Except as may
be required in the course of carrying out his duties under this  Agreement,  the
Employee therefore covenants and agrees that he will not disclose or directly or
indirectly cause to be disclosed,  during his employment or any time thereafter,
any of such  information to any person,  other than the  directors,  officers or
employees of the Employer or any of its affiliates that have a need to know such
information,  nor shall the Employee use or exploit, directly or indirectly, the
same for any purpose  other than the purposes of the  Employer.  This  provision
will not  apply to any  confidential  information  which is  publicly  available
through no fault of the  Employee  or which the  Employee  is required by law to
disclose.

3.2      Corporate Opportunities.

         Any business  opportunities  related to the business of the Employer or
any of its  affiliates  which become known to the Employee  during the period of
his  employment  hereunder  must be fully  disclosed  and made  available to the
Employer by the Employee and the Employee agrees not to take or omit to take any
action  if the  result  would  be to  divert  from  the  Employer  or any of its
affiliates any opportunity which is within the scope of its business as known to
the Employee from time to time.

3.3      Proprietary Information.

         The Employee acknowledges and agrees that all right, title and interest
in and to any information, trade secrets, inventions, discoveries, improvements,
research  materials  and  databases,  including  but  not  limited  to  patents,
copyright,  design and moral rights in the results thereof, made or conceived by
the Employee during his employment with the Employer relating to the business or
affairs of the  Employer or any of its  affiliates  shall belong to the Employer
and the  Employee  hereby  waives  any  and  all  moral  rights  he may  have in
connection thereto.  The Employee shall promptly communicate to the Employer all
information  concerning such  proprietary  information  and, if requested by the
Employer,  the Employee shall provide, at the expense of the Employer,  all such
assistance  as the  Employer  considers  necessary to secure the vesting of such
rights in the Employer.  The Employee  hereby,  for the term of this  Agreement,
irrevocably  appoints the Employer as the Employee's attorney with full power in
Employee's  name to execute


                                      -4-
<PAGE>

and  deliver  documents  and do any  things  which  the  Employer  may  consider
necessary  or desirable  for the purposes of giving  effect to this Section 3.3.
The  Employee  hereby  agrees to ratify and confirm  whatever  the  Employer may
lawfully do as the Employee's attorney.

3.4      Non-Competition.

         (a)   In consideration of his employment hereunder,  the Employee shall
               not,  during the  Employee's  term of employment (as set forth in
               Section  1.1) and during the 6 month  period  following  the date
               that the  Employee  ceases to be an employee  of the  Employer or
               other termination of this Agreement  (regardless of who initiated
               the  termination  and  whether  with or  without  cause),  either
               individually  or in partnership or in conjunction in any way with
               any person or persons, corporation,  partnership or other entity,
               whether  as  principal,   agent,   director,   member,   officer,
               consultant,  shareholder,  guarantor,  creditor  in or any  other
               manner whatsoever, directly or indirectly:

               (i)   solicit,  interfere with, endeavour to entice away from the
                     Employer  or any of its  affiliates,  accept  any  business
                     related  to the  Restricted  Business  from,  or  sell  any
                     product or render  any  service  related to the  Restricted
                     Business to, any person, firm, or corporation who is or was
                     a client,  customer or  supplier of the  Employer or any of
                     its affiliates  with whom the Employer or its affiliate has
                     or  has  had  any  dealing   during  the  6  month   period
                     immediately  preceding  the date upon  which  the  Employee
                     ceases to be an employee of the Employer;

               (ii)  offer  employment to (unless  previously  terminated by the
                     Employer)  or endeavour to entice away from the Employer or
                     any of its affiliates,  any person employed by the Employer
                     or its  affiliates  at the date  upon  which  the  Employee
                     ceases to be an employee of the  Employer or  interfere  in
                     any way  with  the  employment  relationship  between  such
                     employee and the Employer or its affiliate, as the case may
                     be or induce,  influence or seek to induce or influence any
                     person  engaged  as  an  employee,  representative,  agent,
                     independent  contractor  or otherwise by the  Employer,  to
                     terminate his or her relationship with the Employer;

               (iii) engage in, carry on or otherwise be concerned  with or have
                     any interest in, or advise,  lend money to,  guarantee  the
                     debts or obligations  of, or permit the Employer's  name or
                     any part



                                      -5-
<PAGE>

                     thereof  to be used  or  employed  by,  and  person,  firm,
                     association,   syndicate  or  corporation   engaged  in  or
                     concerned with, a Restricted Business in North America; or

               (iv)  own, manage, operate, join, control, participate in, invest
                     in, or otherwise be connected with, in any manner,  whether
                     as an officer,  director,  employee,  partner,  investor or
                     otherwise,  any  business  entity  engaged in or  concerned
                     with, a Restricted Business in North America.

               For the purposes of this Section  3.4(a),  "Restricted  Business"
               means  any  business  carried  on by the  Employer  or any of its
               affiliates  at the date upon which the  Employee  ceases to be an
               employee of the Employer.

         (b)   The foregoing  covenants are given by the Employee  acknowledging
               that the Employee  either has or will have specific  knowledge of
               the affairs of the  Employer  and its  business.  Therefore,  the
               Employee  hereby  acknowledges  and  agrees  that all  covenants,
               provisions  and  restrictions  contained  in this  Article  3 are
               reasonable and valid in the circumstances of this Agreement,  and
               all  defenses to the strict  enforcement  thereof by the Employer
               are hereby waived by the Employee.  The Employee acknowledges and
               agrees  that  any  breach  by  the  Employee  of  the  covenants,
               provisions  and  restrictions  contained in this Article 3 during
               the term of his employment  under this Agreement shall constitute
               cause for termination.

         (c)   The Employee further acknowledges and agrees that in the event of
               a breach of the covenants,  provisions and  restrictions  in this
               Article 3, the Employer's  remedy in the form of monetary damages
               may be  inadequate  and that the Employer  shall be and is hereby
               authorized  and  entitled,  in addition  to all other  rights and
               remedies available to the Employer,  to apply for and obtain from
               any  court  of  competent   jurisdiction  interim  and  permanent
               injunctive  relief and an  accounting of all profits and benefits
               arising out of such breach.  The Employee also  acknowledges that
               the operation of the foregoing  covenants may seriously constrain
               his freedom to seek other remunerative employment.

3.5            Investments.

               Nothing in this Agreement  shall be deemed to prevent or prohibit
the Employee from owning shares in a public company as an investment, so long as
the Employee does not own more than 5 percent of the  outstanding  voting shares
thereof.

                                      -6-
<PAGE>

3.6            Survival.

               Neither the termination of this Agreement,  nor of the Employee's
employment  hereunder,  shall terminate or affect in any manner any provision of
this Article 3 that is intended by its terms to survive such termination.

3.7            Qualification of Non-Competition.

               If the  provisions of Section 3.4 are ever  adjudicated to exceed
the  limitations on time or geographic  scope  permitted by applicable law, then
such provisions  shall be deemed to be amended to the maximum time or geographic
scope permitted by applicable law.



                                    Article 4
                                   TERMINATION

4.1            Termination for Cause, Disability, Etc.

         (a)   The Employer may  terminate  this  Agreement  and the  Employee's
               employment  hereunder without payment of any compensation  either
               by way of anticipated  earnings or damages of any kind for any of
               the following reasons:

               (i)    cause which,  for the purposes of this Agreement,  means a
                      wilful  refusal on the part of the Employee to perform the
                      services  required of him under this Agreement  (including
                      the  wilful  and   intentional   withholding  of  services
                      thereunder),  any  breach of his  fiduciary  duties to the
                      Employer  likely to cause  material  harm to the Employer,
                      fraud or any conviction of a felony or indictable  offence
                      or any crime  involving moral turpitude or any of theft or
                      dishonesty  relating to a matter material to the Employer,
                      provided  that a wilful  refusal to perform  the  services
                      required under this Agreement will  constitute  cause only
                      if the Employee fails to terminate the relevant actions or
                      cure  the  relevant  failure  to act and  remedy  any harm
                      therefrom within 10 business days after receipt of written
                      notice to such wrongful  act,  failure to act or harm from
                      the Employer;

               (ii)   disability  which,  for the  purposes  of this  Agreement,
                      means  the  eligibility  of the  Employee  for  long  term
                      disability   benefits  under  the   disability   insurance
                      referred to in Section 2.2 of this Agreement; or

                                      -7-
<PAGE>

               (iii)  death of the Employee.

         (b)   In the event of termination  pursuant to Section  4.1(a)(i),  the
               Employee's  sole  entitlement  shall  be his Base  Salary  to and
               including the date of  termination,  all benefits  accrued to the
               date of termination  and all rights  pursuant to any Share Option
               Plan  governing  options  issued  to the  Employee.  For  greater
               certainty,  the Employee shall not be entitled to any part or pro
               rata  payment for any unpaid  bonus or  payments  pursuant to any
               incentive  plans except to the extent earned but not yet paid for
               the fiscal year immediately preceding the date of termination.

         (c)   In the event of  termination  pursuant to Section  4.1(a)(ii)  or
               (iii) above,  the Employee's sole  entitlement  shall be his Base
               Salary to and  including  the date of  termination,  all benefits
               accrued to the date of  termination,  all rights  pursuant to any
               Share  Option  Plan  governing  options  issued  to the  Employee
               (provided that all such options shall immediately  accelerate and
               vest in the Employee or the legal  representative  of his estate,
               as applicable) and a pro rata payment for all bonuses (calculated
               as the  greater  of the  bonus  which  would  be paid  under  the
               Employer's  bonus plan on the basis that targets were met and 25%
               of annual Base  Salary) and  payments  pursuant to any  incentive
               plans up to the date on which the  Employee's  active  employment
               ceased.

4.2            Other Termination by Employer without Cause.

               Notwithstanding  anything contained in this Agreement,  where the
provisions  of  Section  4.1 do not apply,  this  Agreement  and the  Employee's
employment  under this  Agreement  may be terminated at any time by the Employer
during the term set out in Section 1.1 as follows:

            (a)         the  Employer  shall pay to the Employee his Base Salary
                        to and including the date of termination,  together with
                        a lump sum amount  equal to his annual  Base Salary (the
                        "Base Severance"); and

            (b)         all  options  for shares of the  Employer  issued to the
                        Employee  shall  immediately  accelerate and vest in the
                        Employee  and the  exercise  period for all  options for
                        shares of the Employer  issued to the Employee  shall be
                        12 months from the date of the termination;

4.3            Other Termination by Employee.

               Notwithstanding  anything contained in this Agreement,  where the
provisions  of  Section  4.1 do not apply,  this  Agreement  and the  Employee's
employment  under this  Agreement  may be terminated at any time by the Employee
during the term set out in Section 1.1 upon three (3) months' notice in the case
of



                                      -8-
<PAGE>

termination before the second anniversary of the Start Date, and one (1) months'
notice in the case of  termination  on or after the  second  anniversary  of the
Start Date,  in writing by the  Employee  to the  Employer.  In that event,  the
following shall apply:

            (a)         the  Employer  shall pay to the Employee his Base Salary
                        to the effective date of resignation; and

            (b)         the  exercise  period for all  options for shares of the
                        Employer  issued to the  Employee  shall be as  provided
                        pursuant to the Share Option Plans under which they were
                        issued.

4.4      General Termination Provisions.

            (a)         Upon any  termination  of this Agreement for any reason,
                        the  Employee  shall at once  deliver  or  caused  to be
                        delivered to the Employer all books, documents, effects,
                        money,  securities  or other  property  belonging to the
                        Employer or for which the  Employer is liable to others,
                        which are in the possession,  charge, control or custody
                        of the Employee.

            (b)         All amounts referred to in this Agreement,  specifically
                        including the Employer's payment obligations pursuant to
                        this Article 4, shall constitute when due a debt owed by
                        the Employer to the Employee.  The Employee shall not be
                        required to mitigate damages by seeking other employment
                        or  otherwise,  nor shall the amount  provided for under
                        this  Agreement  be reduced in any  respect in the event
                        that the Employee shall secure  alternative  employment,
                        or  not  reasonably   pursue   alternative   employment,
                        following the  termination of the Employee's  employment
                        with the Employer. Notwithstanding the foregoing, should
                        the Employee replace any life,  health or accident plan,
                        at  an  equivalent  level,   upon  obtaining   alternate
                        employment  or  otherwise,  the  Employer  shall  not be
                        required to continue such benefits.

            (c)         As a condition  to any payment  pursuant to this Article
                        4, the Employee agrees to deliver to the Employer at the
                        time of  payment  a full  and  final  release  from  all
                        actions  or  claims,  such  release  to  be  in  a  form
                        reasonably  satisfactory  to the  Employer and to be for
                        the benefit of the Employer, its affiliates,  directors,
                        officers and employees.


                                    Article 5
                             DIRECTORS AND OFFICERS

5.1      Resignation.

         If the  Employee is a director  or officer at the  relevant  time,  the
Employee agrees that, after  termination of his employment with the Employer for
any reason,  he


                                      -9-
<PAGE>

will  tender  his  resignation  from any  position  he may hold as an officer or
director of the Employer or any of its  affiliated or associated  companies.  If
the Employee fails to resign, the Employer is irrevocably  authorized to appoint
another  person  to act in his name  and on his  behalf  to sign  any  documents
necessary to give effect to the resignation.

5.3      Indemnity.

            (a)         Subject  to  the  provisions  of  applicable   law,  the
                        Employer  agrees  to  indemnify  and save  the  Employee
                        harmless  from and against all demands,  claims,  costs,
                        charges and expenses, including an amount paid to settle
                        an action or satisfy a judgment,  reasonably incurred by
                        him in respect of any civil,  criminal or administrative
                        action or  proceeding  to which the  Employee  is made a
                        party by reason of being or having  been a  director  or
                        officer of the  Employer or of any  affiliated  company,
                        whether before or after any termination if:

                                (i)    the  Employee  acted  honestly  and  good
                                       faith  with a view to the best  interests
                                       of the Employer; and

                                (ii)   in   the   case   of   a   criminal    or
                                       administrative  action or proceeding that
                                       is  enforced by a monetary  penalty,  the
                                       Employee  had   reasonable   grounds  for
                                       believing that his conduct was lawful.

            (b)        Subject to the provisions of applicable law, the Employer
                       agrees,  with the approval of the court, to indemnify and
                       save the Employee  harmless from and against all demands,
                       claims,  costs,  charges and expenses reasonably incurred
                       by him in  connection  with an  action by or on behalf of
                       the  Employer  to  procure a judgment  in the  Employer's
                       favour to which the Employee is made a party by reason of
                       being  or  having  been  a  director  or  officer  of the
                       Employer or of any affiliated company,  whether before or
                       after any termination, if:

                                (i)    the Employee  acted  honestly and in good
                                       faith with a view to the best interest of
                                       the Employer; and

                                (ii)   in   the   case   of   a   criminal    or
                                       administrative  action or proceeding that
                                       is  enforced by a monetary  penalty,  the
                                       Employee  had   reasonable   grounds  for
                                       believing that his conduct was lawful.

                                      -10-
<PAGE>
                                    Article 6
                           GENERAL CONTRACT PROVISIONS

6.1      Notices.

         Any notice or other  document  ("Notice")  required or  permitted to be
given  hereunder  shall be in  writing  and  shall  be  given by hand  delivery,
responsible  over  night  delivery  service,  or  facsimile  transmission  (with
confirmation of receipt), to be addressed to:

            (a)         the Employer or the Board of Directors at:

                        1 Richmond St. West, Suite #901
                        Toronto, Ontario
                        M5H 3W4

                        Telephone:  416-867-9087
                        Facsimile:   416-867-9320

                        with a copy to:

                        Olshan Grundman Frome Rosenzweig & Wolosky LLP
                        505 Park Avenue
                        New York, New York  10022

                        Attention:  Jeffrey S. Spindler, Esq.

                        or to such other person as the Employer may designate;


            (b)         the Employee at:



         Any  Notice  hand  delivered  personally  or  by  delivery  service  or
transmitted  by facsimile  shall be deemed to have been received by and given to
the addressee on the day of delivery or transmission,  provided that if the date
of transmission is not a business day, or the  transmission  occurs after normal
business hours, on the business day next following the date of transmission.


                                      -11-
<PAGE>

6.2      Currency.

         All dollar  amounts set forth or referred to in this  Agreement and all
uses of the dollar sign ($) used herein  refer to currency of the United  States
of America, except as otherwise indicated.

6.3      Counterparts.

         This  Agreement  may be executed in two or more  counterparts,  each of
which  shall  be  deemed  to be an  original  but all of  which  together  shall
constitute one and the same instrument.

6.4      Governing Law.

         This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of Nevada  and the laws of the  United  States of  America
applicable therein.  The parties hereto attorn to the jurisdiction of the courts
of the State of Nevada.

6.5      Interpretation not Affected by Headings, etc.

         Any headings preceding the text and paragraphs in this Agreement hereof
have been inserted for convenience and reference only and shall not be construed
to affect the meaning, construction, or effect of this Agreement.

6.6      Deemed Amendments.

         If any paragraph or provision of this  Agreement is  adjudicated  to be
invalid or unenforceable,  in whole or in part then such paragraph or provision,
or part thereof,  shall be deemed amended to delete therefrom the  objectionable
portion and the remaining portions of this Agreement shall continue to remain in
full force and effect.

6.7      Non-Assignability.

         Neither  this  Agreement,   nor  the  right  to  receive  any  payments
hereunder,  may be assigned by the Employee without the prior written consent of
the Employer.

6.8      Time of the Essence.

         Time shall be of the essence of this Agreement.

6.9      Binding Effect.

         This Agreement shall be binding upon and shall enure to the benefits of
each of the  parties  and their  respective  heirs,  executors,  administrators,
successors and permitted assigns.

                                      -12-
<PAGE>
6.10     Entire Agreement.

         This  Agreement  (together  with the plans and  documents  referred  to
herein)  supersedes and replaces all prior  negotiations  and/or agreements made
between the parties,  whether oral or written,  and shall  constitute the entire
Agreement  between  the  parties  with  respect to all  matters  relating to the
Employee's  employment  and the execution of this Agreement has not been induced
by,  nor do any of the  parties  hereto  rely  upon or regard  as  material  any
representations or writings  whatsoever not incorporated into and made a part of
this Agreement.  This Agreement shall not be amended, altered or modified except
in writing signed by the parties hereto.

6.11     Taxes.

         All payments  under this  Agreement  shall be subject to withholding of
such amounts,  if any relating to tax or other payroll deduction as the Employer
may reasonably  determine  should be withheld  pursuant to any applicable law or
regulation.

         IN WITNESS WHEREOF the parties hereto have duly executed this Agreement
as of the Effective Date.



                                             INFOCAST CORPORATION

                                             Per:/s/ James Leech
                                                 -------------------------------

                                             Per:______________________________


                                          )
                                          )
                                          )
                                          ) /s/Carl Stevens
------------------------------------------  --------------------------------l/s
Witness                                     Carl Stevens




                                      -13-