EMPLOYMENT AGREEMENT

THIS  AGREEMENT  made  as  of  the  30th  day  of  June,  1999.

BETWEEN:

VIRTUALSELLERS.COM,  INC.,  Suite  1000  - 120 North LaSalle Street, Chicago, IL
60602

(hereinafter  called  the  "Company")
                                                               OF THE FIRST PART

AND:

NATHAN  S.  BAWDEN,  businessman  of  23  Bogan  Road,  West  Union,  OH  45693

(hereinafter  called  "Bawden")
                                                              OF THE SECOND PART

WHEREAS:

A.          The Company has recently acquired substantially all of the assets of
Clickshop  (the "Business"), including certain application software known as the
"GOLDPAINT  SHOPPING  CART" software and certain operating system software known
as  "TAG ACTIVATED MARKUP ENHANCER (TAME)" software (collectively, the "Assets")
and  wishes  to  further  develop  and  market  the  Asset;  and

B.          The  Company has agreed to employ Bawden and Bawden has agreed to be
employed  by  the  Company  on  the  terms and conditions hereinafter set forth.

NOW  THEREFORE  THIS  AGREEMENT WITNESSETH that in consideration of the premises
and the mutual covenants and agreements herein contained, and the sum of $10 now
paid  by the Company to Bawden, the Parties hereto covenant and agree, each with
the  other,  as  follows:

1.          TERMS

1.1          The  terms  used  in  this  Agreement will have the same meaning as
those  set out in the asset purchase agreement dated June 30, 1999 among Bawden,
the  Company and Seth Russell (the "Asset Purchase Agreement"), unless otherwise
specified.

2.          EMPLOYMENT,  TERM  AND  DUTIES

2.1          The  Company  hereby  employs  Bawden  to train employees, or other
persons  designated  by  the  Company  with  respect  to:
(a)     the  operation  of  the  Business;

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(b)     how  to  support  and  service  existing  customers of the Business; and

(c)     how  to  further  develop  the  Assets.

2.2          All  such  employment  will  take  place  in  Ohio unless otherwise
directed  by  the  Company.

2.3          The  effective  date  of  this  Agreement  is June 30, 1999 and the
employment  of  Bawden hereunder shall continue, unless terminated in accordance
with the terms and conditions of this Agreement, for a one year term to June 29,
2000.

2.4          Unless  prevented  by  ill health or other sufficient cause, during
the  term  of  this  Agreement,  Bawden  shall  devote the whole of his time and
attention  to  the  business  of  the  Company.

2.5          Bawden  shall  well  and faithfully serve the Company and shall use
his  best  efforts  to  promote  the  interests  of  the  Company.

3.          REMUNERATION

3.1          The  Company  shall pay to Bawden immediately upon the commencement
of  employment  the  sum  of  ten  thousand  ($10,000)  dollars (the "Advance").

3.2          The  remuneration  of  Bawden  shall  be  sixty  thousand ($60,000)
dollars  annually  (including  the  Advance), payable monthly on the last day of
each  month  during  the  term  of  this  Agreement,  commencing  July 31, 1999.

3.3          The  Company  shall  deduct  from  all  payments due to Bawden, all
applicable  government  taxes  as  required  of  employers  by federal and state
legislation.

3.4          There  are  no  other  benefits  or  compensation payable to Bawden
pursuant  to  this  Agreement.

4.          DISCLOSURE  OF  CONFIDENTIAL  INFORMATION

4.1          At  all  times  during  and  subsequent  to the termination of this
Agreement,  Bawden  will  receive and keep in strictest confidence and trust the
Confidential  Information.  Bawden  will  take all necessary precautions against
unauthorized disclosure of the Confidential Information and will not directly or
indirectly  disclose,  allow  access  to,  transmit or transfer the Confidential
Information  to  any  third  party  and  Bawden  will  not copy or reproduce the
Confidential  Information  or  store the Confidential Information on any form of
media,  except  as  may  be  reasonably  required  to perform his duties for the
Company.

5.          RESTRICTED  USE  OF  CONFIDENTIAL  INFORMATION

5.1          At  all  times  during  and  subsequent  to the termination of this
Agreement, Bawden will not use the Confidential Information in any manner except
as  reasonably required to perform his duties for the Company.  Without limiting
the  foregoing,  at  all  times  during  and  subsequent

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to  the  termination of this Agreement, Bawden will not use or take advantage of
the  Confidential  Information  for  the  purpose  of  creating,  maintaining or
marketing  or aiding in the creation, maintenance or marketing of any product or
service  which  is  competitive  with  any  product or service developed, owned,
licensed,  sold  or  marketed  by  the  Company.

5.2          Upon  the  request  of  the  Company,  and  in  any  event upon the
termination of this Agreement, Bawden will immediately return to the Company all
materials,  including  all  copies  in  whatever  form  or media, containing the
Confidential  Information  which  are  in  his  possession or under his control.

6.          OWNERSHIP  OF  CONFIDENTIAL  INFORMATION

6.1          Bawden  will  not acquire any right, title or interest in or to the
Confidential  Information,  all of such right, title and interest being owned by
the  Company.

7.          NON-COMPETITION

7.1          During Bawden's employment and for the period of twelve (12) months
immediately  following  the  termination  of  this  Agreement,  Bawden will not,
without  the  prior written approval of the Company, become engaged, directly or
indirectly,  as  an employee, consultant, contractor, partner, principal, agent,
proprietor,  shareholder  (other  than  the holding of shares listed on a public
stock  exchange  that  does  not exceed 2% of the outstanding shares so listed),
investor  or  advisor in a business anywhere else in the world where the Company
markets  its  products  or  services  that:

(a)     develops,  markets,  sells  or  licences products competitive with those
products  developed,  marketed,  sold  or  licensed  by  the  Company;  or

(b)     that provides consulting, maintenance, support or training services that
are  competitive  with the consulting, maintenance, support or training services
provided  by  the  Company,
save  for  in  accordance  with  the  terms  of  the  Asset  Purchase Agreement.

8.          NON-SOLICITATION  OF  CLIENTS

8.1          While  Bawden  is employed by the Company and for the period of two
(2)  years  immediately following the termination of this Agreement, Bawden will
not,  directly  or indirectly, contact or solicit any clients of the Company for
the  purpose  of  selling or supplying to such clients, any products or services
which are competitive with the products or services developed, marketed, sold or
licensed  by  the Company at the time of the termination of this Agreement.  For
the  purpose  of  this  Agreement,  clients of the Company means any business or
organization  that:

(a)     was  a  client  of  the  Company  at the time of the termination of this
Agreement;  or

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(b)     became  a  client of the Company within six months after the termination
of this Agreement if Bawden was involved with the marketing effort in respect of
such  client  prior  to  the  termination  of  this  Agreement.

9.          NON-SOLICITATION  OF  EMPLOYEES  AND  CONSULTANTS

9.1          While  Bawden  is  employed  by  the  Company and for the period of
twelve  (12)  months  immediately  following  the termination of this Agreement,
Bawden  will  not directly or indirectly hire any employees of or consultants or
contractors  to  the  Company,  nor  will Bawden solicit or induce or attempt to
induce  any  persons  who were employees of or consultants or contractors to the
Company at the time of such termination or during the period of ninety (90) days
immediately  preceding  such  termination,  to  terminate  their  employment,
consulting  agreement  or  contract  for  services  with  the  Company.

10.     REASONABLENESS  OF  NON-COMPETITION  AND  NON-SOLICITATION  OBLIGATIONS

10.1          Bawden confirms that the obligations in Sections 7, 8 and 9 herein
are  fair  and  reasonable given that, among other reasons the sustained contact
Bawden  will  have  with  the  employees  of the Company and to the Confidential
Information,  and  Bawden  agree  that  the  obligations in Sections 7, 8 and 9,
together  with  his  other  obligations  under  this  Agreement  are  reasonably
necessary  for  the  protection  of  the  Company's  proprietary  interests.

10.2          Bawden  further  confirm  that  the  geographic  scope  of  the
obligations  in  Sections  7,  8  and  9 are reasonable, given the international
nature  of  the  market  for  the  products  and  services  of  the  Company.

10.3          Bawden  also agree that the obligations in Sections 7, 8 and 9 are
in  addition  to  the non-disclosure and other obligations provided elsewhere in
this  Agreement.

10.4          Bawden  further  acknowledge that the fulfilment or enforcement of
his  obligations  contained in this Agreement will not preclude me from becoming
gainfully  directly  employed  in  the  computer  software  industry  following
termination  of  this  Agreement,  given his general knowledge and experience in
such  industry.

11.          SEVERABILITY

11.1          If  any  covenant  or  provision  contained  in  this Agreement is
determined  to be void or unenforceable in whole or in part, it shall not affect
or  impair  the enforceability or validity of any other covenant or provision of
this  Agreement  or  any  part  thereof.

12.          ASSIGNMENT

12.1          This  Agreement  will  enure to the benefit of and be binding upon
the  parties  hereto  and  upon the successors and assigns of the Company.  This
Agreement  and  the  rights,  duties, responsibilities and obligations of Bawden
hereunder  may not be assigned by Bawden.  This Agreement may be assigned by the
Company  to  any other person, firm or corporation without restriction, provided
that  any  such  assignment  will  be  subject  to  such  assignee  executing in

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writing  an  agreement  acknowledging  and  accepting  the  terms,  conditions,
covenants  and  agreements  contained  herein.

13.          FURTHER  ASSURANCES

13.1          As  and  so  often as the Company may require, Bawden will, at the
expense  of  the  Company,  execute  and deliver to the Company all such further
documents, do or cause to be done all such further acts and things, and give all
such  further  assurances  as  in  the opinion of the Company or its counsel are
necessary  or advisable to give full effect to the provisions and intent of this
Agreement.

14.          PROPER  LAW

14.1          This  Agreement  will  be  governed by and construed in accordance
with  the law of British Columbia and the parties hereby attorn to the exclusive
jurisdiction  of  the  courts  of  British  Columbia.

15.          AMENDMENTS/ALTERATIONS

15.1          Except  as  herein  otherwise  provided, no subsequent alteration,
amendment,  change,  or  addition  to  this  Agreement  will be binding upon the
parties  hereto  unless  reduced  to  writing  and  signed  by  the  parties.

16.          INDEPENDENT  LEGAL  ADVICE

16.1          Bawden  has  been  notified  of  the  advisability  of  obtaining
independent  legal advice and has been given adequate opportunity to obtain such
legal  advice  prior  to  executing  and  delivering  this  Agreement.

17.          NON-WAIVER

17.1          The  Company  may at any time and from time to time waive in whole
or  in  part the benefit to it of any provision in this Agreement or any default
by  Bawden;  but any waiver on any occasion will be deemed not to be a waiver of
that  provision thereafter or of any subsequent default or a waiver of any other
provision  or  default.

IN  WITNESS WHEREOF the parties hereto have hereunto placed their hands and seal
or  their  corporate  seal in the presence of their duly authorized officer upon
the  day  and  year  first  above  written.

VIRTUALSELLERS.COM,  INC.

Per:          /s/  signed
    Authorized  Signatory

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<S>                                                                    <C>                    <C>

SIGNED, SEALED AND DELIVERED                                  )
by NATHAN S. BAWDEN in the presence of:.                      )
                                                              )
                                                              )
Name. . . . . . .  . . . . . . . . . . .                      )
                                                              )
Address . . . . . .  . . . . . . . . . .                      )
                                                              )
                                                              )
                                                              ) . . . . . . . . . . . .   /s/ Nathan S. Bawden
                                                                                         ---------------------
Occupation. . . . . . . . . . . . . . . . . .                 )                               Nathan S. Bawden
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