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                                                                   Exhibit 10.20

January 20, 2003

David G. George
123 Marlborough Street
Boston, MA 02116

Dear David,

      It is my pleasure to present this offer to you to join us as the Vice
      President of Worldwide Sales reporting directly to Nanda Krish, President
      and CEO.

      The terms of our offer are as follows:

      SALARY:
              Your starting salary will be $150,000.00 per year ($5,769.23
      payable bi-weekly).

      INCENTIVE COMPENSATION:
              Your annual incentive compensation potential will be $150,000.00
              and will be based upon achievement of established bookings targets
              of $6,288,000 for the calendar year 2003 ($1,572,000 per quarter),
              a detailed copy of which will be provided to you on your start
              date. Payment of incentive compensation will be made as follows, 0
              to 74.99% achievement of quarterly bookings quota - no payout; 75%
              to 100% achievement of quarterly bookings quota - will be paid out
              ratably (i.e. if you achieve 75% of the quota, you will receive
              75% of your quarterly potential, for 76% achievement you will
              receive 76% of your quarterly incentive potential etc).

              For amounts over 100% of the annual bookings target of $6,288,000
              you will be paid as follows:

                           101% to 125% of target - 3%
                           126% to 175% of target - 5%
                           over 175% of target - 6%

              For avoidance of doubt, each quarter will be measured separately
              as achievement of the quarterly target of $1,572,000. No
              deductions will be taken for prior quarters shortfalls if any
              against target.

              You will be paid guaranteed incentive compensation of $37,500.00
              for Q1 2003. Such payment will be made in the first normal payroll
              after the close of the quarter.

         STOCK OPTIONS:
              Subject to approval of the Board of Directors, you will be granted
              a stock option to purchase up to 225,000 shares of FairMarket's
              common stock under FairMarket's 2000 Stock Option and Incentive
              Plan (the "2000 Plan"). The per share exercise price of the stock
              option will be the fair market value of FairMarket's common stock
              on the date of grant as determined by the Board of Directors. The
              details of the grant will be set forth in a separate stock option
              certificate evidencing your grant that you will receive following
              Board approval of your option grant and will otherwise be on the
              terms and conditions of the

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              2000 Plan. Such option will be granted as an incentive stock
              option to the extent permitted by the Internal Revenue Code.

              Subject to approval of the Board of Directors, you will be granted
              a stock option to purchase up to 25,000 shares of FairMarket's
              common stock under FairMarket's 2000 Stock Option and Incentive
              Plan (the "2000 Plan"). The per share exercise price of the stock
              option will be the fair market value of FairMarket's common stock
              on the date of grant as determined by the Board of Directors. The
              details of the grant will be set forth in a separate stock option
              certificate evidencing your grant that you will receive following
              Board approval of your option grant and will otherwise be on the
              terms and conditions of the 2000 Plan. The details will however
              provide that such options will accelerate in full if the Company
              achieves recognized revenue (as audited by PWC) for the calendar
              year 2003 in an amount greater than or equal to $10 million;
              otherwise such options will vest on the fourth year anniversary of
              the grant. Such option will be granted as an incentive stock
              option to the extent permitted by the Internal Revenue Code.

         START DATE:

              No later than Monday, January 27, 2003


         SALARY CONTINUATION:

              Should you accept our offer of employment, the employment
              relationship will be an at-will arrangement. In other words, you
              may terminate your employment with FairMarket at any time and for
              any reason. Similarly, FairMarket may terminate your employment at
              any time, for any reason subject to the provisions to be provided
              to you in a Severance agreement that will be provided to you on
              your start date. Such agreement will stipulate that after you have
              been employed by FairMarket for three (3) months and through the
              one (1) year anniversary of your employment with the company if
              FairMarket terminates your employment without cause (as defined in
              FairMarket's 2000 Stock Option and Incentive Plan I provided to
              you), the Company will provide you with 3 months of severance and
              benefit continuation and provide you with prorated vesting on any
              and all stock options granted Executive by FairMarket and not yet
              exercised, expired, surrendered or canceled based on period of
              employment. For avoidance of doubt, if the company terminated you
              without cause after 6 months of service, you would receive 3
              months of severance and benefit continuation and 6/48's of the
              225,000 options noted above.

         BENEFITS:

              Attached is a summary of our current benefits, outlining the
              benefit options offered to our employees, along with the breakdown
              of the portion of the cost paid by FairMarket and by our
              employees.

         401 (k) PLAN:

              You will be eligible to join FairMarket's 401 (k) Plan on the
              first day of the month following your start date.

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         PAID TIME OFF:

              During your first year of employment, you will accrue paid time
              off daily, at an annualized rate of twenty-five days per year.
              FairMarket employees also receive ten paid holidays annually.

         FORM I-9:

              FairMarket is required by federal law to have all new employees
              complete an I-9 form (Employment Eligibility and Verification) to
              verify that they are either U.S. Citizens or have permission to
              work in the U.S. You will be asked to produce documentation
              establishing your identity and work authorization. This
              documentation must be produced by the end of your third day of
              employment with FairMarket.

         INVENTION, CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT:

              As with most high-technology companies today, our offer of
              employment is contingent upon your signing the enclosed EMPLOYEE
              AGREEMENT REGARDING INVENTIONS, CONFIDENTIALITY AND
              NON-COMPETITION. This agreement establishes the confidentiality of
              company affairs and assigns and transfers to the company your
              entire, right, title and interest in and to all inventions made by
              you individually or jointly with others, during the course of your
              employment with FairMarket, which relate to company business. By
              signing this offer letter, you further represent that you are not
              a party to a non-compete agreement that would interfere with your
              employment responsibilities with FairMarket. Employment with
              FairMarket will not be valid, and a paycheck will not be issued,
              until this agreement is signed and returned to the Human Resources
              Department.

         This offer of employment is open for three days from the date of this
         letter. Within this time period, I would appreciate your confirming
         your acceptance by signing this letter in the space provided below and
         returning it to me by facsimile to 781-932-9250. By signing this
         letter, you also agree to abide by the Company's existing and future
         policies and procedures. A copy of this letter will be provided for
         your records.

         David, the executive team and I are all very excited about the great
         things FairMarket can achieve with you joining the team. If you have
         any questions, please do not hesitate to contact me directly. We look
         forward to having you join us.

                                            Sincerely,

                                            Janet Smith
                                            Chief Financial Officer

                                    ACCEPTED THIS ________ DAY OF JANUARY, 2003


                                    BY: _______________________________________
                                                    DAVID G. GEORGE