EMPLOYMENT AGREEMENT
                              --------------------

THIS  effective  as  of  the  19th  day  of  May,  2000  (the "Effective Date"):

BETWEEN:

VIRTUALSELLERS.COM,  INC.,  a  company duly incorporated pursuant to the laws of
the  State of Illinois having an office at 120 North LaSalle Street, Suite 1000,
Chicago,  Illinois,  USA,  60602

(herein  "Company")

AND:

EDWARD  SHARPLESS,  an  individual

(herein  "Employee")

WHEREAS:

A.     The  Company  has  agreed  to purchase the assets owned by Sullivan Park,
LLC.  ("Sullivan  Park") and as a condition of such purchase the Company and the
Vendor  required  that  this  Agreement  be  entered into by the Company and the
Employee.

NOW,  THEREFORE,  in  consideration  of  the  foregoing  recitals and the mutual
covenants  set  forth  below,  the  parties  hereto  agree  as  follows:

1.     DUTIES  AND  DEVOTION  OF  TIME

1.1     Duties.  During  the  term  of  this  Agreement  the  Employee  will  be
responsible  for  the  duties  set  out  in  Schedule  "A"  attached hereto (the
"Duties").  Employee  shall  report to the Chief Executive Officer and the Board
of  the  Company.

1.2     Devotion  of  Time.  The  parties  hereto acknowledge and agree that the
work  of  the  Employee  is  and will be of such a nature that regular hours are
insufficient  and  impractical and occasions may arise whereby the Employee will
be  required  to work more than eight (8) hours per day and/or five (5) days per
week.  It  is  also anticipated that the Employee may be required to work during
evenings,  Saturdays,  Sundays  and Public Holidays in order to properly perform
the Duties.  The Employee agrees that the consideration set forth herein will be
in full and complete satisfaction for such work and services, regardless of when
and  where  such work and services are performed.  The Employee further releases
the  Company  from  any claims for overtime pay or other such compensation which
may  accrue  to  the Employee by reason of any existing or future legislation or
otherwise.  Notwithstanding  the  foregoing,  the Company agrees that so long as
the  Employee  properly  discharges  the  Duties,  the  Employee  may devote the
remainder  of  his  time and attention to other non-competing business pursuits,
including  without

<PAGE>

limitation,  serving  as  President  and  Chief  Executive  Officer  of
PromotionaPlanet.com,  Inc.,  a  Delaware  Corporation.

1.3     Business Opportunities the Property of the Company.  The Employee agrees
to communicate immediately to the Company all business opportunities, inventions
and  improvements in the nature of the business of the Company which, during the
term  of  this  Agreement,  the  Employee may conceive, make or discover, become
aware  of,  directly or indirectly, or have presented to him in any manner which
relates in any way to the Company, either as it is now or as it may develop, and
such  business  opportunities,  inventions  or  improvements  will  become  the
exclusive  property  of  the  Company  without any obligation on the part of the
Company  to  make  any  payments therefor in addition to the salary and benefits
herein  described  to the Employee.  Notwithstanding the foregoing, the Employee
shall  have  no  obligation  to  the  Company  with  respect  to  any  business
opportunities,  inventions  or  improvements  relating to PromotionalPlanet.com,
Inc.

1.4     No Personal Use.  The Employee will not use any of the work the Employee
performs  for  the Company for any personal purposes without first obtaining the
prior  written  consent  of  the  Company.

2.     SALARY,  BONUSES  AND  BENEFITS

2.1     Salary.  In  consideration  of  the  Employee  providing  the  services
referred to herein, the Company agrees to pay the Employee a monthly base salary
(the  "Monthly  Base  Salary")  of  ten  thousand  U.S.  dollars  ($10,000) less
applicable  deductions, payable bi-weekly, plus the performance bonus as set out
below,  subject  to  increase  from  time  to  time  as approved by the Board of
Directors  of  the  Company or as agreed to in writing from time to time by both
parties.

2.2     Benefits.  The  Company  will  provide,  maintain  and  pay  for:

(a)     medical  insurance  for  the  Employee  and  his  immediate  family  and
significant  others  as  is  provided  by  the  existing  medical  services plan
maintained  by  Sullivan  Park  heretofore  for  the  benefit of the Employee or
equivalent  insurance  reasonably  acceptable  to  the  Employee;

(b)     such  extended  health  and  other  benefits  for  the  Employee and his
immediate  family  and  significant  others  as  are provided to chief executive
officer  or  other  senior  management  employees of the Company, subject to the
eligibility  of  the  Employee;  and

(c)     all additional benefits and perquisites if and to the extent provided to
the chief executive officer or other members of the Company's senior management,
including  without  limitation,  disability  insurance,  life  insurance,
participation  in  profit-sharing  and retirement plans, stock options or equity
incentive  plans  and  company  automobiles.

2.3     Registration  of  Performance  Bonus  Shares.  To ensure that any shares
issued  to  the  Employee  under this Agreement are freely tradable, the Company
will  register  with  the

<PAGE>

United  States  Securities  and  Exchange Commission (the "SEC") any such shares
issued.  Upon  or as soon as is practical after the issuance of such shares, the
Company  will  file  a form S-8 or other appropriate form with the SEC to effect
registration.  The  Company will use its reasonable best efforts to complete the
registration  of such shares so that they are freely tradeable within sixty (60)
days  after  the  date  of  this  Agreement.

2.4     Signing  Bonus.  In consideration of the Employee agreeing to enter into
this  Agreement,  the  Company has agreed to pay the Employee a signing bonus of
two  hundred thousand (200,000) common shares in the capital of the Company (the
"Signing  Bonus").  Of  the Signing Bonus, one hundred thousand (100,000) shares
will  be  issued  upon  execution and delivery of this Agreement by both parties
hereto,  or  as  soon  thereafter  as  such  shares  can be registered under the
Securities  Act  of  1933.  The  Company will use its reasonable best efforts to
complete  the  registration of the aforementioned shares so that they are freely
tradeable  within  sixty  (60)  days  after  the  date  of  this Agreement.  The
remaining  one  hundred  thousand  (100,000) shares comprising the Signing Bonus
will  be  issued  upon  the  mutual  agreement of the parties as to the terms of
Schedule  "A"  and  any  additional compensation therewith, but in any event, no
later  than  sixty  (60) days after the date of this Agreement.  Such additional
equity  shall be registered within sixty (60) days after the date of such mutual
agreement  so  that such shares are freely tradeable by the Employee thereafter.

2.5     Payment  in Cash or Shares.  All payments (other than the Signing Bonus)
payable  by  the Company to the Employee, including the Monthly Base Salary, and
reimbursement  of expenses under Section 4.1 hereof, will be payable in cash or,
at  the  election of the Employee, and subject to the approval of the regulatory
authorities, will be paid in whole or in part in common shares in the capital of
the  Company ("Remuneration Shares"), issued at the 10 day average closing price
(for  the  10  days  prior  to  the Employee's election) of the Company's common
shares on any stock exchange or quotation system upon which the Company's common
shares  are  listed  or  quoted  for  trading.

3.     VACATION

3.1     Entitlement  to  Vacation.  The  Company  acknowledges that the Employee
will be entitled to an annual vacation of five (5) weeks.  The Employee will use
his  best  efforts  to ensure that such vacation is arranged with the Company in
advance  such  that  it  does  not  unduly affect the operations of the Company.

3.2     Increase  in  Vacation.  The  period set out in Section 3.1 above may be
increased  from  time  to  time  as agreed between the Employee and the Board of
Directors.

4.     REIMBURSEMENT  OF  EXPENSES

4.1     Reimbursement  of  Expenses.  The  Employee  will  be reimbursed for all
reasonable  out-of-pocket  expenses  incurred  by  the  Employee in or about the
execution  of  the  Duties  contained  herein, including without limitation, all
reasonable  travel  and promotional expenses payable or incurred by the Employee
in  connection  with  the  Duties  under  this  Agreement.  All  payments  and
reimbursements  will  be made within ten (10) days of submission by the Employee
of  vouchers,  bills  or  receipts  for  such  expenses.

<PAGE>

5.     CONFIDENTIAL  INFORMATION

5.1     Confidential Information.  The Employee will not, either during the term
of  this  Agreement  or  at  any  time  thereafter,  without specific consent in
writing,  disclose  or reveal in any manner whatsoever to any other person, firm
or  corporation,  nor will he use, directly or indirectly, for any purpose other
than  the  purposes  of  the  Company, the private affairs of the Company or any
confidential  information which he may acquire during the term of this Agreement
with  relation  to the business and affairs of the directors and shareholders of
the  Company,  unless  the  Employee is ordered to do so by a court of competent
jurisdiction  or  unless  required  by  any  statutory or other legal authority.

5.2     Non-Disclosure  Provisions.  The  foregoing provision will be subject to
the  further non-disclosure provisions contained in Schedule "B" attached hereto
and  incorporated  hereinafter  by  this  reference.

5.3     Provisions  Survive  Termination.  The provisions of this Section 5 will
survive  the  termination  of  this  Agreement.

6.     TERM

6.1     Term.  This  Agreement  will  remain  in  effect  until  terminated  in
accordance  with  any  of  the  provisions  contained  in  this  Agreement.

7.     TERMINATION

7.1     Termination  by Employee.  Notwithstanding any other provision contained
herein, the parties hereto agree that the Employee may terminate this Agreement,
with  or  without  cause,  by  giving  ninety  (90)  days written notice of such
intention  to  terminate.

7.2     Resignation  or  Cessation  of  Duties.  In  the event that the Employee
ceases  to  perform  all of the Duties contained herein, other than by reason of
the  Employee's death or disability, or if the Employee resigns unilaterally and
on  his  own initiative from all of his positions, this Agreement will be deemed
to  be  terminated by the Employee as of the date of such cessation of Duties or
such  resignation,  and  the  Company  will  have  no  further obligations under
Sections  2.1  and  2.2  hereof.

7.3     Termination by Company.  The Company may terminate this agreement at any
time  for  Cause.  "Cause"  shall mean:  (i) any act of fraud, theft or personal
dishonesty  by  the  Employee in connection with the Employee's responsibilities
hereunder  and  intended  to result in personal enrichment of the Employee, (ii)
conviction of or plea of nolo contendere to a felony (or a misdemeanor involving
moral  turpitude)  in connection with the Employee's responsibilities hereunder,
and  (iii)  a  material  violation  by  the  Employee  of  any of the Employee's
obligations  hereunder,  provided  that  the  Company gives the Employee written
notice of such violation and such violation remains uncured for thirty (30) days
after  such  notice is received by the Employee.  The parties further agree that
except  for  termination for Cause, the Company may not terminate this Agreement
without  payment,  at  that  time,  to  the  Employee of a termination allowance
equivalent to three (3) months of the Monthly Base Salary payable by the Company
to  the  Employee,  regardless  of  the  date  of  termination.

<PAGE>

7.4     Death.  In  the  event  of  the death of the Employee during the term of
this  Agreement, this Agreement will be terminated as of the date of such death.

7.5     Disability.  In the event that the Employee will during the term of this
Agreement by reason of illness or mental or physical disability or incapacity be
prevented  from  or  incapable  of  performing  the  Duties  hereunder, then the
Employee will be entitled to receive the remuneration provided for herein at the
rate specified hereinbefore for the period during which such illness, disability
or  incapacity  continues.

7.6     Termination  Payments.  Any payments made by the Company to the Employee
upon  the  termination  of  this  Agreement  will, be made in cash in a lump sum
payment.  All  payments  required  to  be  made  by  the Company to the Employee
pursuant to Section 7 hereof will be made in full, irrespective of the amount of
the  term  remaining  under  this  Agreement.

8.     RIGHTS  AND  OBLIGATIONS  UPON  TERMINATION

8.1     Rights  and  Obligations.  Upon  termination  of  this  Agreement,  the
Employee  will deliver up to the Company all documents, papers, plans, materials
and  other property of or relating to the affairs of the Company, which may then
be  in  its  or  the  Employee's  possession  or  under  his  control.

8.2     Released  Shares.  Termination shall not affect the Company's obligation
to  pay all shares owed under Section 2.4 of this Agreement or the obligation to
register  shares  under  Section  2.3.

9.     CLOSING

9.1     Closing  Date.  This  Agreement  will  be  effective  on  the  day after
completion  of  the  Purchase  (as  defined  below).

9.2     Conditions  of Closing.  The parties hereto agree that it is a condition
of  the  effectiveness of this Agreement that prior to or contemporaneously with
the execution of this Agreement, the Company complete the purchase of all of the
assets  of  Sullivan  Park.

10.     NOTICES  AND  REQUESTS

10.1     Notices and Requests.  All notices and requests in connection with this
Agreement  will  be  deemed  given  as  of  the  day they are received either by
messenger,  delivery  service,  or  mailed  by registered or certified mail with
postage  prepaid  and  return  receipt  requested  and  addressed  as  follows:

(a)     if  to  the  Company:

        VirtualSellers.com,  Inc.
        120  North  LaSalle  Street,  Suite  1000
        Chicago,  Illinois,  USA,  60602

with  a  copy  to:

        CLARK,  WILSON
        Suite  800-885  West  Georgia  Street
        Vancouver,  British  Columbia  V6C  3H1
        Attention:  Bernard  Pinsky

(b)     If  to  the  Employee:

        Sullivan  Park,  LLC
        1001  East  First  Street,  Suite  13
        Los  Angeles,  California,  USA  90012
        Attention:  Edward  Sharpless

with  a  copy  to:

        GIBSON,  DUNN  &  CRUTCHER
        2029  Century  Park  East,  Suite  4000
        Los  Angeles,  California,  USA  90067
        Attention:  Russell  Hansen

or to such other address as the party to receive notice or request so designates
by  written  notice  to  the  other.

11.     INDEPENDENT  PARTIES

11.1     Independent  Parties.  This  Agreement  is  intended  solely  as  an
employment  services  agreement  and  no  partnership,  agency,  joint  venture,
distributorship  or  other  form  of  agreement  is  intended.

12.     AGREEMENT  VOLUNTARY  AND  EQUITABLE

12.1     Agreement  Voluntary.  Each  of  the  parties acknowledges and declares
that  such  party  has  obtained  all  such professional advice (including legal
advice) as such party deems appropriate before executing this Agreement and that
such  party is relying wholly on its own judgment and knowledge and has not been
influenced to any extent whatsoever by any representations or statements made by
or  on  behalf  of  the  other  party regarding any matters dealt with herein or
incidental  thereto  save  as  set  out  herein.

12.2     Agreement  Equitable.  The parties further acknowledge and declare that
they  each  have  carefully  considered  and understand the provisions contained
herein,  including,  but  without  limiting the generality of the foregoing, the
Employee's  rights  upon  termination and the restrictions on the Employee after
termination  and agree that the said provisions are mutually fair and equitable,
and  that  they  executed this Agreement voluntarily and of their own free will.

13.     CONTRACT  NON-ASSIGNABLE;  INUREMENT

13.1     Contract Non-Assignable.  This Agreement and all other rights, benefits
and  privileges  contained  herein  may  not be assigned by the Employee without
consent.

<PAGE>

13.2     Inurement.  The  rights,  benefits  and  privileges  contained  herein,
including without limitation the benefits of Sections 2 and 7 hereof, will inure
to  the  benefit  of  and  be  binding upon the respective parties hereto, their
heirs,  executors,  administrators  and  successors  and  permitted  assigns.

14.     ENTIRE  AGREEMENT

14.1     Entire  Agreement.  This  Agreement  represents  the  entire  Agreement
between  the  parties  and  supersedes  any  and  all  prior  agreements  and
understandings,  whether  written  or  oral,  between  the  parties.

14.2     Previous  Agreements  Cancelled.  Save  and  except  for  the  express
provisions  of this Agreement, any and all previous agreements, written or oral,
between  the  parties  hereto or on their behalf relating to the services of the
Employee  for  the  Company  are hereby terminated and cancelled and each of the
parties  hereby releases and further discharges the other of and from all manner
of  actions, causes of action, claims and demands whatsoever under or in respect
of  any  such  Agreement.

15.     WAIVER

15.1     Waiver.  No  consent  or waiver, express or implied, by either party to
or  of  any breach or default by the other party in the performance by the other
of  its obligations herein will be deemed or construed to be a consent or waiver
to  or  of  any  breach  or  default of the same or any other obligation of such
party.  Failure  on  the  part of any party to complain of any act or failure to
act, or to declare either party in default irrespective of how long such failure
continues, will not constitute a waiver by such party of its rights herein or of
the  right  to  then  or  subsequently  declare  a  default.

16.     SEVERABILITY

16.1     Severability.  If  any  provision  contained herein is determined to be
void  or  enforceable  in whole or in part, it is to that extent deemed omitted.
The  remaining  provisions  will  not  be  affected  in  any  way.

17.     AMENDMENT

17.1     Amendment.  This  Agreement  will  not be amended or otherwise modified
except  by a written notice of even date herewith or subsequent hereto signed by
both  parties.

18.     HEADINGS

18.1     Headings.  The  headings of the sections and subsections herein are for
convenience  only  and will not control or affect the meaning or construction of
any  provisions  of  this  Agreement.

<PAGE>

19.     GOVERNING  LAW

19.1     Governing  Law.  This Agreement will be construed under and governed by
the  laws  of  the  State  of Illinois and the federal laws of the United States
applicable  therein,  and  each party irrevocably and unconditionally submits to
the non-exclusive jurisdiction of the courts such state and all courts competent
to  hear  appeals therefrom and waives, so far as is legally possible, its right
to  have  any  legal  action  relating  to  this  Agreement  tried  by  a  jury.

20.     EXECUTION

20.1     Execution  in  Several Counterparts.  This Agreement may be executed by
facsimile  and  in  several  counterparts, each of which will be deemed to be an
original  and all of which will together constitute one and the same instrument.

IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement on May 19,
2000.

VIRTUALSELLERS.COM,  INC.

Per:     /s/  Dennis  Sinclair
         Authorized  Signatory

/s/  Edward  Sharpless
Edward  Sharpless

<PAGE>

                                  SCHEDULE "A"

The  parties  shall  use their respective best efforts to mutually agree in good
faith  on  the  duties,  power  and  authority  of  the  Employee.

<PAGE>

                                  SCHEDULE "B"
                            NON-DISCLOSURE PROVISIONS
                            -------------------------

1.     CONFIDENTIAL  INFORMATION  AND  MATERIALS

(a)     "Confidential  Information"  will  mean,  for  the  purposes  of  this
Agreement,  non-public  information  which  the  Company  designates  as  being
confidential  or  which,  under  the  circumstances surrounding disclosure ought
reasonably  to  be  treated as confidential.  Confidential Information includes,
without  limitation,  information,  whether written, oral or communicated by any
other means, relating to released or unreleased the Company software or hardware
products,  the marketing or promotion of any product of the Company, the Company
business  policies  or practices, and information received from others which the
Company is obliged to treat as confidential.  Confidential Information disclosed
to  the  Employee  by  any subsidiary and/or agents of the Company is covered by
this  Agreement.

(b)     Confidential  Information  will  not include that information defined as
Confidential  Information  hereinabove  which  the  Employee  can  exclusively
establish:

(i)     is  or  subsequently  becomes  publicly  available without breach of any
obligation  of  confidentiality  owed  by  the  Company;

(ii)     became  known to the Employee prior to disclosure by the Company to the
Employee;

(iii)     became  known  to  the  Employee  from a source other than the Company
other  than  by  the  breach  of  any obligations of confidentiality owed to the
Company;  or

(iv)     is  independently  developed  by  the  Employee.

(c)     Confidential  Materials  will  include all tangible materials containing
Confidential  Information,  including,  without  limitation,  written or printed
documents  and  computer  disks  or  tapes,  whether  machine  or user readable.

2.     RESTRICTIONS

(a)     The  Employee  will  not  disclose any Confidential Information to third
parties  for  a  period  of  one  (1)  year  following  the  termination of this
Agreement,  except  as  provided  herein.  However,  the  Employee  may disclose
Confidential  Information  during  bona  fide  execution  of  the  Duties  or in
accordance with judicial or other governmental order, provided that the Employee
will  give  reasonable  notice  to the Company prior to such disclosure and will
comply  with  any  applicable  protective  order  or  equivalent.

<PAGE>

(b)     The  Employee  will  take  reasonable  security precautions, at least as
great  as  the precautions it takes to protect its own confidential information,
to  keep  confidential  the  Confidential  Information,  as defined hereinabove.

(c)     Confidential  Information  and  Materials  may be disclosed, reproduced,
summarized  or distributed only in pursuance of the business relationship of the
Employee  with the Company, and only as provided hereunder.  The Employee agrees
to  segregate  all  such  Confidential Materials from the materials of others in
order  to  prevent  co-mingling.

3.     RIGHTS  AND  REMEDIES

(a)     The  Employee  will notify the Company immediately upon discovery of any
unauthorized  use or disclosure of Confidential Information or Materials, or any
other  breach  of  this  Agreement by the Employee, and will co-operate with the
Company  in  every  reasonable manner to aid the Company to regain possession of
said  Confidential  Information  or  Materials  and  prevent  all  such  further
unauthorized  use.

(b)     The  Employee  will  return  all  originals,  copies,  reproductions and
summaries  of  or relating to the Confidential Information at the request of the
Company  or,  at  the  option  of  the Company, certify destruction of the same.

(c)     The parties hereto recognize that a breach by the Employee of any of the
provisions  contained herein would result in damages to the Company and that the
Company  could not be compensated adequately for such damages by monetary award.
Accordingly,  the  Employee  agrees  that  in  the  event of any such breach, in
addition to all other remedies available to the Company at law or in equity, the
Company  will  be entitled as a matter of right to apply to a court of competent
jurisdiction  for such relief by way of restraining order, injunction, decree or
otherwise,  as  may  be  appropriate to ensure compliance with the provisions of
this  Agreement.

4.     MISCELLANEOUS

(a)     All  Confidential  Information  and  Materials  are  and will remain the
property of the Company.  By disclosing information to the Employee, the Company
does  not grant any express or implied right to the Employee to or under any and
all  patents,  copyrights,  trademarks, or trade secret information belonging to
the  Company.

(b)     All obligations created herein will survive change or termination of any
and  all  business  relationships  between  the  parties.

(c)     The Company may from time to time request suggestions, feedback or other
information  from  the  Employee  on  Confidential Information or on released or
unreleased  software  belonging  to  the  Company.  Any suggestions, feedback or
other disclosures made by the Employee are and will be entirely voluntary on the
party  of  said  Employee and will not create any obligations on the part of the

<PAGE>

Company  or  a  confidential  agreement  between  the  Employee and the Company.
Instead,  the Company will be free to disclose and use any suggestions, feedback
or other information from the Employee as the Company sees fit, entirely without
obligation  of  any  kind  whatsoever  to  the  Employee.