THIS  AGREEMENT  DATED FOR REFERENCE  THIS 17th DAY OF JUNE,  1999 BETWEEN:
JOHN  W.  COMBS,  of  the  City  of  Vancouver,   in  the  Province  of  British
Columbia.(the   "Executive")  AND:  DIGITAL  COMMERCE  INTERNATIONAL,   INC.,  a
corporation incorporated under the laws of the State of Delaware; ("DCII")

              WHEREAS   DCII  is  in  the   business  of  banking,   transaction
processing,  trust and  investment  services,  with  delivery  of such  services
principally through the Internet; and

              WHEREAS  DCII  desires to obtain the  services of an  executive to
provide the services described in this Agreement; and

              WHEREAS the Executive agrees to provide such services; and

              WHEREAS  DCII  wishes to retain  the  Executive  to  provide  such
services to DCII, and the Executive  wishes to provide such services to DCII, in
accordance with and subject to the terms of this Agreement;

         NOW THEREFORE THIS AGREEMENT  WITNESSETH that in  consideration  of the
mutual covenants and agreements herein contained and for other good and valuable
consideration, the parties agree as follows:

1.       TERM

         This  Agreement  has a term  of five  years  beginning  as of the  date
hereof, unless terminated earlier as hereinafter provided.

2.       DUTIES

         The Executive agrees that the Executive will provide the services under
this Agreement.  The Executive shall serve DCII and any  subsidiaries of DCII in
such  capacity or  capacities  and shall  perform such duties and exercise  such
powers  pertaining to the management and operation of DCII and any  subsidiaries
and  associates of DCII as may be  determined  from time to time by the Board of
Directors  of DCII,  provided  that same are  consistent  with the position of a
senior  executive of DCII.  Provided further and without limiting the foregoing,
the Executive shall:

              a. occupy the office of Chief Executive Officer (CEO) of DCII;

              b. devote his best efforts to the business and affairs of DCII;

              c.  perform  those duties that may  reasonably  be assigned to the
Executive diligently and faithfully to the best of the Executive's abilities and
in the best interest of DCII; and

              d. use his best efforts to promote the  interests  and goodwill of
DCII.

3.       REPORTING PROCEDURES

The  Executive  shall report to the Board of Directors  of DCII.  The  Executive
shall report fully on the  management,  operations and business  affairs of DCII
and advise to the best of his ability and in accordance with reasonable business
standards  on business  matters that may arise from time to time during the term
of this Agreement.

4.       REMUNERATION

              a. The annual fee payable to the Executive for the  performance of
its services shall be as follows:

                  Year 1:                    USD $250,000.00
                  Year 2:                    USD $300,000.00
                  Year 3:                    USD $350,000.00
                  Year 4:                    USD $400,000.00
                  Year 5:                    USD $450,000.00

         exclusive of bonuses,  benefits and other compensation.  The annual fee
    payable to the Executive  pursuant to the provisions of this Section 4 shall
    be payable in equal monthly  installments  in arrears on the 1st day of each
    month or in such other manner as may be mutually  agreed upon,  less, in any
    case, any deductions or withholdings required by law.

         Payment may be modified, at the option of the Executive, as follows:

              a. until such time as an underwriting (secondary offering) for the
company  in the gross  amount of US  $20,000,000  has been  completed  and funds
received by the Company; or
              b. until such time as the company achieves a market capitalization
of US $150,000,000;

    whichever first occurs, the Executive,  at the Executive's option, may agree
    to a modification of the payment  schedule for  compensation.  Specifically,
    the Executive would, firstly, agree to accept the cash payment in the amount
    of US $10,000  per month and accept a deferral  of the  balance  outstanding
    until such time as the  underwriting  or  capitalization  levels as detailed
    above have been achieved.

    Once said underwriting has been  successfully  completed or once the company
    achieves the market  capitalization as above the Executive shall immediately
    be paid the outstanding accrued balance in a lump sum cash payment.

              b. DCII shall  provide the Executive  with benefits  comparable to
those provided by DCII from time to time to other senior  executives of DCII and
shall permit the  Executive  to  participate  in any share  option  plan,  share
purchase  plan,  retirement  plan or similar plan  offering by DCII from time to
time to its senior  executives in the manner and to the extent authorized by the
board of  directors  of DCII.  In  addition  to the annual  remuneration  of the
Executive,  DCII may contribute to the retirement  savings plan of the Executive
or similar plan offering by DCII from time to time to its senior  executives for
each year of the term of this  Agreement  in an amount to be  determined  by the
Board of Directors of DCII.

5.       PERFORMANCE BONUS

         Once said  underwriting for the gross amount of US $20,000,000 has been
successfully   completed   and/or   once  the   company   achieves   the  market
capitalization of US $ 150,000,000 the Executive shall be entitled to a bonus of
US $ 150,000  which the Company  shall pay to the  Executive  in a lump sum cash
payment in accordance with the Executive's instruction.

         In addition to annual fee payable to the Executive, the Executive shall
participate in DCII's share option plan and executive bonus plan (the "Plan") or
similar  plan  offering  by DCII from time to time to its senior  executives  as
determined by the board of directors of DCII.

6.       FURTHER FEE ADJUSTMENTS

DCII and the Executive shall review,  on a yearly basis, the Executive's  annual
fee,  and yearly  bonus  entitlement,  if any,  provided  that there shall be no
change in the Executive's annual fee unless agreed to in writing by the parties.

7.       VACATION

         The  Executive  shall be entitled to eight  weeks'  vacation per fiscal
year of DCII at a time  approved in advance by the  Executive  Committee,  which
approval  shall not be  unreasonably  withheld  but shall take into  account the
staffing  requirements  of DCII and the need for the timely  performance  of the
Executive's  responsibilities.  For greater  certainty,  such  vacation will not
reduce the fees payable to the Executive pursuant to Section 4.

8.       AUTOMOBILE

         The  Executive  shall  receive from DCII a car  allowance of $1,500 per
month. In addition, DCII shall pay or reimburse the Executive for all reasonable
operating costs of its vehicle,  insurance,  maintenance,  gas and oil, properly
incurred or to be incurred in connection with the  Executive's  carrying out its
duties  hereunder.  The  Executive  shall supply DCII with the  originals of all
invoices or statements in respect of which the Executive seeks reimbursement.

9.       DISABILITY, LIFE, KEY-MAN INSURANCE

         DCII shall obtain and maintain a disability,  life,  key-man  insurance
policy in respect of any  disability  of the  Executive  during the term of this
Agreement, which provides for benefits payable to the Executive in the amount of
75% of the Executive's annual fee, to be paid if possible without deductions for
tax,  until the  Executive  reaches  the age 65.  This  insurance  policy  shall
constitute a taxable benefit to the Executive.

10.      EXPENSES

         In addition to the automobile  allowances  contemplated  by Paragraph 8
above, the Executive shall be reimbursed for all travel and other  out-of-pocket
expenses  incurred by it from time to time in  connection  with carrying out its
duties  hereunder.  For all such  expenses the  Executive  shall furnish to DCII
originals of all invoices or statements in respect of which the Executive  seeks
reimbursement.

11.      TERMINATION

         a.       For Cause

         DCII may terminate this Agreement  before the end of its term,  without
notice or any payment in lieu of notice, if:

         the Executive  disobeys  reasonable  instructions given by the Board of
         Directors of DCII that are consistent with this Agreement,  as follows:
         at the request of the Board of Directors, the Executive shall attend at
         the next meeting of the Board of Directors. At that time, the Executive
         shall give reason for the failure to perform  the  instructions  of the
         Board of Directors. The Executive may then be directed to carry out the
         instructions  of the  Board of  Directors  within no less than 15 days;
         such  term may be  extended  by the  Board  of  Directors  to  whatever
         reasonable term the Board of Directors decide (the "Period"). If at the
         end of the Period, the Executive has failed to perform the instructions
         of the Board of Directors, a Board of Directors meeting will be called,
         and the Board of Directors will be deemed to have sufficient grounds to
         terminate this Agreement for cause.

         b.       For Disability/Death

         The  Agreement may be  immediately  terminated by DCII if the Executive
         becomes  permanently  disabled,  or because of ill health,  physical or
         mental  disability,  or for other  causes  beyond  the  control  of the
         Executive, the Executive has been continuously unable, as determined by
         two  independent  physicians of at least ten years'  experience who are
         members  in good  standing  of the  Royal  College  of  Physicians  and
         Surgeons of Canada,  to perform his duties for 180 consecutive days, or
         if, during any 12 month period during the term of this  Agreement,  the
         Executive has been unable,  determined as set out above, to perform his
         duties for a total of 270 days.

         This  Agreement  shall  terminate  without  notice or  payment  in lieu
thereof upon the death of the Executive.

12.      SEVERANCE PAYMENTS

         a.       Upon termination of this Agreement:

              i. for cause pursuant to Paragraph 11(a);

              ii.  by  the  voluntary  termination  of  this  Agreement  by  the
Executive; or

              iii. by the non-renewal of this Agreement

         The Executive shall not be entitled to any severance payment other than
         compensation  earned by the Executive  before the date of  termination,
         calculated pro rata up to and including the date of termination.

              b. If this  Agreement is terminated  for any reason other than the
reasons  set forth in  subsection  12(a),  the  Executive  shall be  entitled to
receive the greater of:

                  i.       the total of:

              A. 3 years' annual fees at the then applicable annual fee rate;

              B. the present  value,  as determined by DCII's  auditors,  acting
reasonably,  of the benefits  described in Section 4(b) that would be enjoyed by
the  Executive  during  the  next 36  months  assuming  this  Agreement  was not
terminated  and assuming the then current level of benefits  were  continued for
those 36 months; and

              C. the present  value,  as determined by DCII's  auditors,  acting
reasonably,  of the amount that  DCII's  auditors  estimate  would be the amount
payable to the  Executive  out of the  Executive  Bonus Pool  assuming that this
Agreement was not  terminated  until the end of the current  fiscal year and all
other participants of the Executive Bonus Pool continued their participation for
the full then current fiscal year, and

              ii. the annual fees  otherwise  payable to the  Executive  for the
unexpired term of this Agreement.

         c. If  this  Agreement  is  terminated  as a  result  of the  permanent
disability  of the  Executive  or the  Executive  is  thereafter  in  receipt of
disability  insurance  benefits,  the  Executive  shall be  entitled to receive,
within 30 days of the date of such cessation of such disability, the payment set
out in Subsection  12(b) hereof.  In the event that the Executive is disentitled
from disability insurance benefits,  the Executive shall be entitled to receive,
within  30  days  of the  notice  of  disentitlement,  the  payment  set  out in
Subsection  12(b)  hereof.  The Executive  agrees to reasonably  comply with all
requirements  necessary for DCII to obtain disability  insurance for the term of
this Agreement.

13.      CHANGE OF CONTROL

         In  the  event  that  more  than  50%  of  the  total  shares  of  DCII
outstanding,  other  than  those  owned  or  controlled  by the  Executive,  are
purchased by a third party,  and DCII then  breaches  this  Agreement in any way
including,  without  limiting  the  generality  of the  foregoing,  reducing the
Executive's compensation or benefits under this Agreement or assigning duties to
the Executive which are not consistent  with the position of a senior  executive
at DCII, this Agreement shall be deemed to have been terminated by DCII pursuant
to Paragraph  12(b) of this  Agreement  and the payment set out therein shall be
provided to the Executive.

14.      CONFIDENTIALITY

         The Executive acknowledges and agrees that:

              a. in the course of  performing  its  duties and  responsibilities
under this Agreement,  it has had and will continue in the future to have access
to and has been and will be entrusted with detailed confidential information and
trade  secrets  (printed or  otherwise)  concerning  past,  present,  future and
contemplated  products,  services,   operations  and  marketing  techniques  and
procedures  of  DCII  and  its  subsidiaries,   including,  without  limitation,
information relating to clients, customers,  suppliers and employees of DCII and
its subsidiaries (collectively, "Trade Secrets"), the disclosure of any of which
to  competitors  of DCII  or to the  general  public,  or the use of same by the
Executive or any competitor of DCII or any of its subsidiaries,  would be highly
detrimental to the interests of DCII;

              b. in the course of  performing  duties and  responsibilities  for
DCI, the Executive has been and will continue in the future to have  significant
responsibility  for  maintaining  and  enhancing  the goodwill of DCII with such
customers,  clients and  suppliers  and would not have,  except by virtue of his
employment  with  DCII,  developed  a close  and  direct  relationship  with the
customers, clients and suppliers of DCII;

              c. the Executive,  as an officer of DCII, owes fiduciary duties to
DCII, including the duty to act in the best interest of DCII; and

              d. the right to maintain the confidentiality of the Trade Secrets,
the right to preserve  the  goodwill of DCII and the right to the benefit of any
relationships  that have  developed  between the  Executive  and the  customers,
clients,  and suppliers of DCII by virtue of carrying out its obligations  under
this Agreement with DCII constitute  proprietary  rights of DCII,  which DCII is
entitled to protect.

         In  acknowledgment  of the matters described above and in consideration
of the payments and  benefits to be received by the  Executive  pursuant to this
Agreement, the Executive hereby agrees that it will not, during the term of this
Agreement  or after its  termination  for any  reason  whatsoever,  directly  or
indirectly  disclose to any person or in any way make use of (other than for the
benefit  of DCII) in any  manner any of the Trade  Secrets,  provided  that such
Trade  Secrets  shall be deemed  not to include  information  that is or becomes
generally  available to the public other than as a result of  disclosure  by the
Executive.

15.      NON-SOLICITATION

         The  Executive  hereby  agrees  that he will  not,  either  during  his
employment by DCI or for two years  following  termination  of his employment by
DCII for whatever  reason,  be a party to or abet any  solicitation  of existing
customers, clients or suppliers of DCII or any of its subsidiaries,  to transfer
business from DCII or any of its  subsidiaries  to any other person,  or seek in
any way to persuade or entice any employee of DCII or any of its subsidiaries to
leave that employment or to be a party to or abet any such action.

16.      NON-COMPETITION

         The Executive hereby agrees that it will not, either during the term of
this Agreement,  or for 12 months following its termination for whatever reason,
directly  or  indirectly  carry  on, be  engaged  in or  employed  by or have an
interest in, a business in U.S.A.  or the Canada which offers  services or sells
products that compete with the services and products then offered by DCII.

17.      CONFLICT OF INTEREST

         During  the  term of  this  Agreement,  the  Executive  shall  promptly
disclose to the Executive  Committee full  information  concerning any interest,
direct or indirect, of the Executive (as owner, shareholder,  partner, lender or
other investor,  director,  officer,  employee,  consultant or otherwise) or any
affiliate or member of its family in any business  that is  reasonably  known to
the Executive to purchase or otherwise  obtain  services or products from, or to
sell  or  otherwise  provide  services  or  products  to  DCII  or to any of its
suppliers or customers.

18.      RETURN OF MATERIALS

         All files, forms, brochures, books, materials,  written correspondence,
memoranda,  documents,  manuals, computers and related hardware, computer disks,
software products and lists (including lists of customers,  suppliers,  products
and prices)  pertaining to the business of DCII or any of its  subsidiaries  and
associates  that may come into the possession or control of the Executive  shall
at all times remain the property of DCII or such subsidiary or associate, as the
case may be. On  termination  of this  Agreement  for any reason,  the Executive
agrees to deliver promptly to DCII all such property of DCII in their possession
or directly or indirectly under their control.  The Executive agrees not to make
for its personal or business use or that of any other  party,  reproductions  or
copies of any such property or other property of DCII.

19.      GOVERNING LAW

         This Agreement  shall be governed by and interpreted in accordance with
the laws of the State of Delaware,  USA and the parties  hereto do hereby attorn
to the jurisdiction of the courts of the said State.

20.      SEVERABILITY

         a. Subject to subsection  (b), any provision of this Agreement which is
determined  to be void and  unenforceable  shall  be  severable  from all  other
provisions hereof and shall not be deemed to affect or impair the enforceability
of any such other provisions.

         b. If any restriction as to capacity, responsibility,  activity, period
or geographic area imposed on a Party by this Agreement is finally determined by
a court  of  competent  jurisdiction  to be  unenforceable  (the  "Unenforceable
Restriction"), and so often as the same shall occur, such Party agrees that upon
written  notice from the other  specifying  for  inclusion in this  Agreement of
fewer  capacities or  responsibilities,  or any activity of lesser scope or of a
lesser  time  or  geographic  area  than  now  contained   herein  (the  "Lesser
Restriction"),  that  this  Agreement  shall  be  deemed  to be  amended  by the
substitution of the Lesser Restriction for the Unenforceable  Restriction,  with
retroactive effect to the date of this Agreement.

21.      ENFORCEABILITY

         The  Executive   hereby  confirm  and  agree  that  the  covenants  and
restrictions  pertaining to it contained in this Agreement,  including,  without
limitation, those contained in Sections 14, 15 and 16 hereof, are reasonable and
valid  and  hereby  further   acknowledge  and  agree  that  DCII  would  suffer
irreparable injury in the event of any breach by the Executive of its obligation
under any such  covenant  or  restriction.  Accordingly,  the  Executive  hereby
acknowledges  and agrees that damages  would be an  inadequate  remedy at law in
connection  with any such  breach and that DCII shall  therefore  be entitled to
temporary  and  permanent   injunctive  relief  enjoining  and  restraining  the
Executive from any such breach,  in addition to any other remedies  available to
DCII at law.

22.      NO ASSIGNMENT

         The Executive may not assign,  pledge or encumber its interests in this
Agreement  nor assign any of its rights or duties under this  Agreement  without
the prior written consent of DCII.

23.      SUCCESSORS

         This  Agreement  shall be  binding  on and inure to the  benefit of the
successors  and  assigns  of  DCII  and the  heirs,  executors,  personal  legal
representative and permitted assigns of the Executive.

24.      NOTICES

         Any notice or other  communications  required or  permitted to be given
hereunder shall be in writing and either  delivered by hand or mailed by prepaid
registered  mail.  At any time other  than  during a general  discontinuance  of
postal service due to strike, lock-out or otherwise, a notice so mailed shall be
deemed to have been received  three  business days after it is so delivered.  If
there is a general  discontinuance of postal service due to strike,  lock-out or
otherwise, a notice sent by prepaid registered mail shall be deemed to have been
received  five business days after the  resumption  of postal  service.  Notices
shall be addressed as follows:

         a.       If to DCII:




         b.       If to the Executive:



25.      EXECUTIVE COMMITTEE

         During the term of this Agreement,  if the Executive is also a director
of DCII, then he shall be required to be a member of the Executive  Committee of
DCII.  If at any time the  Executive  ceases  to be a  director  of DCII or this
Agreement terminates,  the Executive shall not be entitled to be a member of the
Executive Committee of DCII.

26.      CURRENCY

         All  reference  to  monetary  amounts in this  Agreement  are  referred
to/stated in legal currency of the United States of America.

         IN WITNESS  WHEREOF the parties  hereto have executed this Agreement as
of the date first above written.

JOHN W. COMBS

DIGITAL COMMERCE INTERNATIONAL, INC.
by its authorized signatories


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