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                                                                   EXHIBIT 10.12

June 14, 1999


Dear Cliff,

I am pleased to offer you a position with InternetConnect, Inc. ("the Company")
initially as its acting President and Chief Executive Officer, reporting to the
Board of Directors. In addition, you will be appointed to the Company's Board of
Directors as its Chairman. Upon closing of the sale and issuance of the
Company's Series A Preferred (the "Series A Preferred Financing"), the Company
will begin a search for a permanent President and Chief Executive Officer
("CEO"). After the CEO is hired, you will retain your position as Chairman of
the Board with duties consistent with such position and continue as a member of
the Company's senior management team reporting to the CEO.

During the term of your employment, you shall devote your full time, skill and
attention to your duties and responsibilities and shall perform them faithfully,
diligently and competently. In addition, you shall comply with and be bound by
the operating policies, procedures and practices of the Company in effect from
time to time during your employment. You agree that, during the term of your
employment with the Company, you will not engage in any other employment,
occupation, consulting or other business activity directly related to the
business in which the Company is now involved or becomes involved during the
term of your employment, nor will you engage in any other activities that
conflict with your obligations to the Company.

Your initial base salary will be $12,500.00 per month. In addition, you will be
eligible to participate in the Company's incentive bonus program, if any. The
Board of Directors plans to develop the incentive bonus program jointly with
the new CEO, including the goals and objectives to be defined in connection
therewith. As a Company employee you are also eligible to receive medical
insurance and other employee benefits generally available to employees of the
Company. Should you continue to be employed 12 and 24 months after the closing
of the Series A Preferred Financing your base salary will be increased by
$2,083.33 per month at your 12 month anniversary and again by $2,083.33 per
month at your 24 month anniversary.

Also, in connection with your employment, 50% of your current common stock
holdings will be subject to repurchase in the event your employment with the
Company is terminated for any reason whatsoever, except as set forth below.
This right will expire 1/36 per month over thirty-six months commencing on the
closing of the Series A Preferred Financing. If you are involuntarily
terminated after a change of control then this repurchase right will be deemed
to have expired.

You should be aware that your employment with the Company is for no specified
period and constitutes at will employment. As a result, you are free to resign
at any time, for any reason, or for no reason. Similarly, the Company is free
to conclude its employment relationship with you at any time with or without
cause. However, if the Company elects to terminate its employment relationship
with you for any reason other than (i) a material act of dishonesty made by you
in connection with your responsibilities as an employee, (ii) your conviction
of, or plea of nolo

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contendere to, a felony, (iii) your gross misconduct, which has a material
adverse effect on the Company, or (iv) your [consistent and willful] failure to
perform your employment duties (if such failure is not remedied within ninety
(90) days following receipt by you of a written notice from the Company
specifying the facts relating to the failure, you and the Company agree that
you will sign a standard form of settlement and release agreement, and that in
consideration therefore the Company will provide you a settlement of (i) the
vesting of your current stockholdings and (ii) salary and benefits due from the
date hereof through that period which is three years from the date hereof, less
salary and benefits already paid through the date of termination.

As an employee you will have access to certain Company confidential information
and you may, during the course of your employment, develop certain information
or inventions which will be the property of the company. To protect the
interests of the Company, you will need to sign the Company's standard
Confidentiality and Non-Compete agreement as a condition of your employment.

To indicate your acceptance of the Company's offer, please sign and date this
letter in the space provided below and return it to me. This letter agreement
sets forth the terms of your employment with the Company, and supercedes any
prior representations or agreements, whether written or oral. This letter
agreement may not be modified or amended except by a written agreement, signed
by a duly authorized officer of the Company and by you.


On Behalf of the Board of Directors,

/s/ ROBERT A. HOFF
------------------------------------
Robert A. Hoff



Agreed: /s/ CLIFF YOUNG
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       Cliff Young