Exhibit 4.4

EMPLOYMENT AGREEMENT

This Employment Agreement (the"Agreement") made and entered into effective as of the 7th day ofMarch 1997, by and between Teltech Resource Network Corporation, a Minnesotacorporation (the "Company") and Andrew L. Michuda, Jr.("Executive").

RECITALS

Executive has been an officer of theCompany since February 1991. He was appointed President and Chief ExecutiveOfficer on March 7, 1997. The parties agree that Executive's appointment as thePresident and Chief Executive Officer is subject to the following terms andconditions.

AGREEMENT

| 1.   | Employment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The Company agrees to continue toemploy Executive on a full-time basis as the President and Chief ExecutiveOfficer ("CEO") of the Company pursuant to the terms and conditionshereof. |
|           | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Executive agrees that he will, atall times, faithfully, industriously, and, to the best of his abilities,experience and talents, continue to perform all the duties and responsibilitiesthat may be required of him as President and CEO of the Company. |
| 2.   | Termof Employment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|           | This Agreement does not have a specificterm. Executive will serve the Company as an "at will" employee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.   | BaseCompensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|           | As compensation for his services to theCompany, Executive shall be paid an annual salary of $165,000, payable inaccordance with the Company's payment periods. Executive's base compensationwill be reviewed on an annual basis so long as this Agreement continues to be ineffect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.   | IncentiveCompensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|           | For each calendar year beginning in1997, Executive will be paid a target, bonus of 50% of his base salary whichwill be dependent on attainment of revenue, net profit and team performancetargets to be set by the Company's Compensation Committee by June 1 of eachyear. Payment of any bonus payable pursuant to this Section 4, if any, will bepaid by April 1 of the following year.                                                                                                                                                                                                                                                                                                                                                                                                |
| 5.   | OtherBenefits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|           | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Vacation. Executive willreceive vacation in accordance with Teltech's vacation policy. Up to two weeksof unused vacation may be carried over from one year to the next. The Companywill pay Executive for any earned and unused vacation upon termination. |
|           | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Stock Options. Prior to hisbecoming President and Chief Executive Officer, Executive had stock optionscovering 288,970 shares at exercise prices ranging from $1.00 to $5.00 pershare. In consideration of Executive agreeing to become the President and ChiefExecutive Officer of the Company, the Company granted to Executive additionaloptions covering 258,780 shares at an exercise price of $1.00 per share. The newoptions will provide and the old options will be amended to provide that, upon achange in control, all unexercised options will be deemed to be fully vested. |
|           | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Miscellaneous. During theterm of this Agreement, Executive will receive such other benefits which areprovided by the Company to other officers as a group. |
| 6.   | Termination                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|           | This Agreement may be terminated by theCompany upon the happening of any of the following events:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|           | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Mutual written agreement between theBoard of Directors of the Company and Executive to terminate his employment; |
|           | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Executive's death; |
|           | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Executive's disability defined asphysically or mentally unable to perform as CEO with or without reasonableaccommodation for a period of six consecutive months; |
|           | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | For cause upon written notice fromthe Board of Directors specifying the nature of the cause. For purposes of thisAgreement, "cause" shall include commission of any felony, grossmisdemeanor, or any act of fraud or dishonesty in connection with the affairs ofthe Company; or |
|           | e.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | By either party with or withoutcause upon thirty days written notice to the other. |
| 7.   | PaymentUpon Termination of Employment For Cause                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|           | If Executive is terminated for cause asdefined in Section 6 above, Executive shall not be eligible to receive anyseverance benefits. The date of termination under this Section 7 shall be on theday the notice of termination for cause is given and Executive shall be entitledto no additional compensation past the date of such notice.                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 8.   | PaymentUpon Termination of Employment Without Cause                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|           | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | If Executive is terminated withoutcause, Executive shall receive a severance payment equal to his basecompensation at the time of termination payable for nine months in accordancewith the Company's payment periods beginning on the first day of the first monthfollowing the last month of his employment. |
|           | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The payments provided for under thisSection 8 shall, in the event of Executive's death, continue and shall bepayable to his wife if she survives or, if not, to his estate. |
|           | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The Company will continue to provideto Executive and his covered dependents access under COBRA to medical and healthcoverage under its plans as they currently exist or may hereafter be amended atcompany subsidized rates during the nine month severance pay period. Thereafter,Executive and his covered dependents will be entitled to elect to continuecoverage under COBRA to the extent it is available. Coverage by the Company orunder COBRA will end on the earlier of Executive's obtaining new employmentwhich gives him the ability to provide medical and health insurance**coveragefor himself and his family through his new employer, or the failure to pay anypremium when due. |
| 9.   | Nondisclosure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|           | Except by written permission from theCompany, Executive shall never disclose or use any trade secrets, salesprojections, formulations, customer lists or information, product specificationsor information, credit information, production know-how, research anddevelopment plans or other information not generally known to the public("Confidential Information") acquired or learned by Executive duringthe course, and on account, of his employment, whether or not developed byExecutive, except as such disclosure or use may be required by his duties to theCompany, and then only in strict accordance with his obligations of service andloyalty thereto. Upon termination of employment, Executive agrees to deliver tothe Company all Confidential Information. |
| 10.  | Noncompettion                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|           | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | For a period. of one (1) year afterthe end of the Employment Term or any extension thereof or after termination ofemployment for any reason, Executive will not, directly or indirectly, alone orin any capacity with another legal entity: (i) engage in any activity thatcompetes in any respect with the Company, (ii) solicit any current or potentialcustomers of the Company to subscribe to any service which directly orindirectly competes with any service offered by the Company, or (iii) employ orattempt to employ any employee of the Company (other than a former employeethereof after such employee has terminated employment with the Company); |
|           | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Executive acknowledges that theCompany markets products throughout the United States and that the Company wouldbe harmed if Executive conducted any of the activities described in this Section10 anywhere in the United States. Therefore, Executive agrees that the covenantscontained in this Section 10 shall apply to all portions of, and throughout, theUnited States; |
|           | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | To the extent any provision of thisSection 10 shall be invalid or unenforceable, it shall be considered deletedhere from and the remainder of such provision and this Section 10 shall beunaffected and shall continue in full force and effect. In furtherance to andnot in limitation of the foregoing, should the duration or geographical extentof, or business activities covered by, any provision of this Section 10 be inexcess of that which is valid and enforceable under applicable law, then suchprovision shall be construed to cover only that duration, extent or activitieswhich are validly and enforceably covered. Executive acknowledges theuncertainty ,of the law in this respect and expressly stipulates that thisSection 10 be given the construction which renders its provisions valid andenforceable to the maximum extent (not exceeding its expressed terms) possibleunder applicable laws; and |
|           | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Executive and the Companyacknowledge that the noncompetition provision of this Section 10 is enforceableagainst Executive under Minnesota law only if it is supported by independentconsideration because Executive is entering into this noncompetition agreementafter having already accepted employment with the Company. Executivespecifically acknowledges and agrees that the Company is providing him adequateindependent consideration for this noncompetition provision by way of thisAgreement. |
| 11.  | SpecificPerformance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|           | Executive acknowledges that a breach ofthis Employment Agreement would cause the Company irreparable injury and damagewhich could not be remedied or adequately compensated by damages at law;therefore, Executive expressly agrees that the Company shall be entitled, inaddition to any other remedies legally available, to injunctive and/or otherequitable relief to prevent a breach of this Employment Agreement.                                                                                                                                                                                                                                                                                                                                                                 |
| 12.       | Miscellaneous                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|           | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Waiver by, the Company of abreach of any provision of this Agreement by Executive shall not operate or beconstrued as a waiver. of any subsequent breach by Executive. |
|           | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | This Agreement shall be binding uponand inure to the benefit of the Company, its successors and assigns, ' and as toExecutive, his heirs, personal representatives, estate, legatees and assigns. |
|           | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | This Agreement constitutes theentire agreement between the parties hereto with respect to the subject matterhereof and supersedes all prior agreements whether written or oral relatinghereto. |
|           | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | This Agreement shall be governed byand construed under the laws of the State of Minnesota. |

IN WITNESS WHEREOF, the parties havehereto executed this Employment Agreement effective as of the day and year firstabove written.

 

|  | TELTECH RESOURCE NETWORK CORPORATION                               |
|--|--------------------------------------------------------------------|
|  | /s/ Joseph        ShusterBy: Joseph Shuster, Chairman of the Board |
|  | /s/ Andrew L.        Michuda, Jr.Andrew L. Michuda, Jr., Executive |