May 31, 2000


Steve Pierson

Dear Steve:

INT.Net/UBNetworks is pleased to make the following offer of employment for the
position of Chief Technical Officer, for a two year term, with option to extend
at the discretion of yourself, and the Board of Directors. Compensation and
benefits are as follows:

BASE COMPENSATION - Your annual base salary will be $225,O00.00 paid at a rate
of $9,375.00 on a semi-monthly basis. The Company's pay periods are from the
1st to the 15th and from the 16th to the end of each month with the check being
delivered on the 10th and the 25th of each month, 10 days after the pay period
has ended on the 15th and end of each month.

BONUS - You will be e1igible to earn up to $225,000.00 per year discretionary
bonus. The bonus is based on 100% corporate performance, which includes, but is
not 1imited to top line financial, bottom line financial, and subscriber base.

STOCK OPTION - You will be granted an option to acquire 175,000 shares of common
stock. The strike price will be equal to the closing price on May 31, 2000. Your
vesting schedule is as follows: 37,500 shares to vest immediately, and carry a
one year restriction. Should you leave prior to twelve consecutive months of
employment, the 37,500 shares must be surrendered back to the company. 68,750
shares will vest exactly one year from your contract date. An additional 68,750
shares shall vest exactly two years from your contract date.

OTHER COMPENSATION - You will be compensated $800.00 per mouth for vehicle
expenses.

BENEFITS - You will be included in our 401(k) plan, Medical Insurance, Dental
Insurance, Vision Insurance, Employee Assistance Program.

OTHER BENEFITS - You will receive an executive gym membership at the Sports Club
- Irvine.


Initials: /s/ SP
<PAGE>


AT-WILL EMPLOYMENT - The Company is an at-will employer. This means that should
you come to work for the Company, you are free to resign at any time. Likewise,
the Company can end the employment relationship at any time, with or without
notice, and with or without cause. No written, oral, or implied agreement which
is contrary to the foregoing is valid unless signed by an authorized officer of
the Company.

All services performed by you for the Company will be considered work for hire,
as defined by the U.S. Copyright Act of 1976 (17 U.S.C. ss. 101). The Company
reserves complete ownership rights to any works produced by you within the scope
of your employment and/or with the assistance of the Company's facilities or
equipment. By signing this letter, you hereby assign to the Company all interest
and ownership in those works, whether published or not, and you agree to execute
any further agreements, upon the request of the Company, to perfect such
assignment.

No other promises or representations to induce you to accept employment have
been made. This offer is contingent upon you successfully passing a
pre-employment drug screening to be arranged by the Company.

Upon acceptance, your commencement date will be July 2, 2000.

In acceptance of our offer, please sign below and initial the bottom right hand
corner of page one. Please return the original, and retain the other copy for
your records. Additionally, please complete both the W-4 and I-9 forms enclosed.
You will be REQUIRED to provide original documents in support of the I-9 to
Human Resources on your first day of employment.

Sincerely,


Mary Blake
Vice Chairman
IJNT.Net/UBNetworks

Accepted this 31st day of May, 2000.


/s/ Steven Pierson
---------------------------
Signature Employee


* This offer subject to Board of Director approval.