EXHIBIT 10.3

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (this "Agreement"), is made and entered into
as of the 6th day of June, 2001, by and between CraftClick.com, Inc., a Delaware
corporation (the "Employer"), and Scott R. Smith (the "Executive").

                                    RECITALS

         A. The Employer desires to employ the Executive as an officer of the
Employer for a specified term and the Executive is willing to accept such
employment upon the terms and conditions hereinafter set forth.

         B. The Employer recognizes that circumstances may arise in which a
change of control of the Employer through acquisition or otherwise may occur
thereby causing uncertainty of employment without regard to the competence or
past contributions of the Executive which uncertainty may result in the loss of
valuable services of the Executive and the Employer and the Executive wish to
provide reasonable security to the Executive against changes in the employment
relationship in the event of any such change of control.

         NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements hereinafter contained, it is covenanted and agreed by and between
the parties hereto as follows:

                                   AGREEMENTS

         1. Position and Duties. The Employer hereby employs the Executive as
Chief Executive Officer and President of the Employer or in such other senior
executive capacity as shall be mutually agreed between the Employer and the
Executive. During the period of the Executive's employment hereunder, the
Executive shall devote his best efforts and full business time, energy, skills
and attention to the business and affairs of the Employer. The Executive's
duties and authority shall consist of and include all duties and authority
customarily performed and held by persons holding equivalent positions with
business organizations similar in nature and size to the Employer, as such
duties and authority are reasonably defined, modified and delegated from time to
time by the Board of Directors of the Employer (the "Board"). The Executive
shall have the powers necessary to perform the duties assigned to him and shall
be provided such supporting services, staff, secretarial and other assistance,
office space and accoutrements as shall be reasonably necessary and appropriate
in the light of such assigned duties.

         2. Compensation. As compensation for the services provided, and to be
provided by the Executive hereunder, the Executive shall receive the following
compensation, expense reimbursement and other benefits:

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                  (a) Base Compensation.

                      (i.)       During the term of his employment by the
                                 Company, the Executive shall receive an annual
                                 minimum base salary of One Hundred Thirty
                                 Thousand Dollars ($130,000), payable in
                                 installments in accordance with the regular
                                 payroll schedule of the Employer. Such base
                                 salary shall be subject to review annually
                                 beginning on the first day of the fiscal year
                                 immediately following the date on which
                                 payments begin under this section, and shall be
                                 maintained or increased during the term hereof
                                 in accordance with the Employer's established
                                 management compensation policies and plans;
                                 provided however, that for the second and third
                                 year after the first year in which there is an
                                 increase in base salary under this section, the
                                 minimum annual increase in base salary the
                                 Employee shall receive is ten percent of the
                                 annual minimum base salary in the preceding
                                 year. The Executive has agreed to defer base
                                 compensation in whole and/or in part until such
                                 time that the Employer has the funding (whether
                                 in the form of equity, debt, line of credit,
                                 revenue or other form) to support the agreed
                                 upon salary. The Executive's base salary has
                                 been deferred since January 1, 2000 to reflect
                                 services prior to formation of the corporation.
                                 The Executive has not waived this salary, and
                                 it and remains due and payable. The Employer
                                 agrees to pay such compensation in accordance
                                 with the terms of this Agreement.

                      (ii.)      During the term of his performing the functions
                                 of a consultant after the termination of his
                                 direct employment by the Company, the Executive
                                 shall receive a base salary equal to 1.5 times
                                 the annual amount of the base annual salary
                                 paid in the last period of employment with the
                                 company. Such amount will be paid in
                                 installments in accordance with the regular
                                 payment schedule of the Company.

                      (iii.)     The Executive shall also be entitled to salary
                                 for any and all periods during which his salary
                                 has been or will be deferred. This includes,
                                 without limitation, the time from January 1,
                                 2000 through the date of this Agreement, and
                                 until such time as the Employer shall commence
                                 payment of compensation under this Agreement.

                 (b) Performance Bonus. In addition to any stock or stock based
compensation which may be awarded to the Employee under the Employer's Stock
Incentive Plan or other stock based compensation plans, the Executive shall
receive an annual cash bonus, during the term of his employment by the Company,
in an amount not less than Twenty-Five Thousand Dollars ($25,000), payable

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within 45 days after the end of any fiscal year of the Employer during which
this Agreement is in effect, which shall be based upon predetermined and agreed
upon performance criteria mutually agreed upon by the Executive and the Board.
Performance bonuses will be tied to achieving specified corporate goals or
milestones, established by the Board of Directors, including, without
limitation, the following milestones: (1) completion of working prototypes of
the CDA(TM) product; (2) beta launch of a wireless portal; (3) securing of
commitments for funding; (4) revenue goals, shipment goals, or subscription
levels established at meetings of the Board; and/or (5) bringing the company
public.

                 (c) Automobile Allowance. During the term of his employment by
the Company, the Executive shall receive an automobile allowance which shall
provide a payment to the Executive, after required withholding taxes, equal to
Seven Hundred dollars ($700.00) per month, beginning on the date base salary
begins to be paid under subsection (a). Such allowance shall be subject to
review annually at the time of each review of base salary and shall be
maintained or increased during the term hereof in accordance with the Employer's
established management policies and plans, or Board decision. In addition to the
automobile allowance described above, the Employer shall also include the
Executive under its general corporate automobile insurance program and pay all
expenses thereof. This allowance will be deferred until such time that the
company has adequate funding or revenues to support paying this expense.

                 (d) Reimbursement of Expenses. During both the term of his
employment and his subsequent consultancy with the Company, the Executive shall
be reimbursed, upon submission of appropriate vouchers and supporting
documentation, for all travel, entertainment and other out-of-pocket expenses
reasonably and necessarily incurred by the Executive in the performance of his
duties hereunder and shall be entitled to attend seminars, conferences, trade
shows and meetings relating to the business of the Employer consistent with the
Employer's established policies in that regard.

                 (e) Other Benefits. During both the term of his employment and
his subsequent consultancy with the Company, the Executive shall be entitled to
all benefits specifically established for him and, when and to the extent he is
eligible therefor, to participate in all plans and benefits generally accorded
to executives of the Employer, including, but not limited to, pension,
profit-sharing, supplemental retirement, incentive compensation, bonus,
disability income, split-dollar life insurance, group life, medical and
hospitalization insurance, and similar or comparable plans, and also to
perquisites extended to similarly situated executives, provided, however, that
such plans, benefits and perquisites shall be no less than those made available
to all other employees of the Employer. Additionally, the Executive shall be
entitled to medical, hospital and dental insurance, term life insurance in the
amount of at least $2.25 million, and disability insurance for an amount equal
to at least his base salary during the term of this Agreement (including both
the period of his employment and his consultation with the Company, as described
herein), regardless of whether such benefits are extended to other employees of
the Employer.

                (f) Vacations. The Executive shall be entitled to an annual
vacation in accordance with the vacation policy of the Employer, which vacation

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shall be taken at a time or times mutually agreeable to the Employer and the
Executive; provided, however, that the Executive shall be entitled to at least
three weeks paid vacation annually.

                 (g) Withholding. The Employer shall be entitled to withhold
from amounts payable to the Executive hereunder, any federal, state or local
withholding or other taxes or charges which it is from time to time required to
withhold. The Employer shall be entitled to rely upon the opinion of its legal
counsel or financial advisor with regard to any question concerning the amount
or requirement of any such withholding.

           3. Confidentiality and Loyalty. The Executive acknowledges that
heretofore or hereafter during the course of his employment he has produced and
may hereafter produce and have access to material, records, data, trade secrets
and information not generally available to the public (collectively,
"Confidential Information") regarding the Employer and its subsidiaries and
affiliates. Accordingly, during and subsequent to termination of this Agreement,
the Executive shall hold in confidence and not directly or indirectly disclose,
use, copy or make lists of any such Confidential Information, except to the
extent that such information is or thereafter becomes lawfully available from
public sources, or such disclosure is authorized in writing by the Employer,
required by a law or any competent administrative agency or judicial authority,
or otherwise as reasonably necessary or appropriate in connection with
performance by the Executive of his duties hereunder. All records, files,
documents and other materials or copies thereof relating to the Employer's
business which the Executive shall prepare or use, shall be and remain the sole
property of the Employer, shall not be removed from the Employer's premises
without its written consent, and shall be promptly returned to the Employer upon
termination of the Executive's employment hereunder. The Executive agrees to
abide by the Employer's reasonable policies, as in effect from time to time,
respecting avoidance of interests conflicting with those of the Employer.

         4. Term and Termination.

                  (a) Basic Term. The Executive's employment commenced on
         January 1, 2000, prior to the formation of the corporation. The
         Executive continued his employment for Mobilepro Corp., which entered
         into a Merger Agreement with the Employer under the terms of an
         Employment Agreement and a Restated Employment Agreement. Any deferred
         salary owed and agreed to under the Employment Agreement and the
         Restated Employment Agreement with Mobilepro Corp. remains owed and
         due, and has not been waived by the Executive, and is adopted by the
         Employer under this Agreement. In addition, this term of employment
         under the present Agreement shall continue for three years from the
         date of this Agreement, the 6th of June 2001, which is the effective
         date (the "Effective Date"), and shall automatically extend for one (1)
         additional year commencing on each anniversary of the Effective Date
         unless terminated by either party effective as of the last day of the
         then current three (3) year period by written notice to that effect
         delivered to the other not less than sixty (60) days prior to the
         anniversary of such Effective Date. Subsequently, the Executive will
         remain a consultant to the firm for a period of two years.

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                  (b) Premature Termination. In the event of the termination of
         this Agreement by the Employer for any reason prior to the last day of
         the then current term, then the Employer shall pay the Executive
         severance pay as follows:

                           (i) If termination occurs for a reason stated in
                           accordance with the provisions of paragraph (d) of
                           this Section 4 (i.e., for "cause"), then such
                           severance pay shall total an amount equal to the one
                           half of the annual salary stated above, which shall
                           be payable monthly in equal installments for a period
                           of six months following the date of termination, on
                           the first day of each month, beginning with the month
                           following the date of termination;

                           (ii) If termination occurs for any reason other than
                           a termination in accordance with the provisions of
                           paragraph (d) of this Section 4 (i.e., for "cause"),
                           then notwithstanding any mitigation of damages by the
                           Executive, the Employer shall pay the Executive the
                           amount of the annual base salary for a period of two
                           years, which shall be payable monthly in equal
                           installments for a period of two years following the
                           date of termination, on the first day of each month,
                           beginning with the month following the date of
                           termination; however, such amount shall not become
                           due, owed, or payable in the event that the Executive
                           is engaged as a Consultant according to the terms
                           described below upon the termination of employment,
                           in which case, the provisions governing payment of
                           the Executive as a Consultant shall apply;

                           (iii) In any event, the Employer shall continue to
                           make such contributions to any employee benefit plan
                           for which the Executive was entitled to participate
                           in immediately prior to the date of such termination
                           and provide coverage under any health insurance
                           program maintained by the Employer, for the remainder
                           of the term of this Agreement; provided, however,
                           that the continued payment of these amounts by the
                           Employer shall not offset or diminish any
                           compensation or benefits accrued as of the date of
                           termination.

                           (iv) Payment to the Executive will be made on a
                           monthly basis during the remaining term of this
                           Agreement. At the election of the Employer, payments
                           may be made in a lump sum.

                  (c)      Constructive Termination.

                          (i) If at any time during the term of this Agreement,
         except in connection with a termination pursuant to paragraph (d) of
         this Section 4, the Executive is Constructively Discharged (as
         hereinafter defined) then the Executive shall have the right, by
         written notice to the Employer within sixty (60) days of such
         Constructive Discharge, to terminate his services hereunder, effective
         as of thirty (30) days after such notice, and the Executive shall have
         no further obligations under this Agreement other than as provided

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         in Section 3 hereof. Payment to the Executive will be made on a monthly
         basis according to the terms of section 4(b) above regarding premature
         termination.

                  (ii) For purposes of this Agreement, the Executive shall be
         "Constructively Discharged" upon the occurrence of any one of the
         following events:

                           (1)      The Executive is not re-elected or is
                                    removed from the positions with the Employer
                                    set forth in Section 1 hereof, other than as
                                    a result of the Executive's election or
                                    appointment to positions of equal or
                                    superior scope and responsibility; or

                           (2)      The Executive shall fail to be vested by the
                                    Employer with the powers, authority and
                                    support services of any of said offices; or

                  (iii)    The Employer shall notify the Executive that the
                           employment term of the Executive will not be extended
                           or further extended, as set forth in paragraph (a) of
                           this Section 4; or

                  (iv)     The Employer changes the primary employment location
                           of the Executive to a place that is more than twenty
                           (20) miles from the primary employment location as of
                           the Effective Date of this Agreement; or

                  (v)      The Employer otherwise commits a material breach of
                           its obligations under this Agreement.

         (d)      Termination for Cause. This Agreement may be terminated for
                  cause as hereinafter defined. The Executive shall be entitled
                  to at least thirty (30) days' prior written notice of the
                  Employer's intention to terminate his employment for any cause
                  (except the Executive's death) specifying the grounds for such
                  termination, a reasonable opportunity to cure any conduct or
                  act, if curable, alleged as grounds for such termination, and
                  a reasonable opportunity to present to the Board his position
                  regarding any dispute relating to the existence of such cause.
                  In the event termination is based upon a claim of physical or
                  mental incapacity, and a dispute regarding the Executive's
                  disability arises between the Executive and the Employer, each
                  party shall choose a physician who together will choose a
                  third physician to make a final determination. "Cause" shall
                  mean:

                  (i)      the Executive's death or his permanent disability,
                           which shall mean the Executive's inability, as a
                           result of physical or mental incapacity,
                           substantially to perform his duties hereunder for a
                           period of six (6) consecutive months;

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                  (ii)     a material violation by the Executive of any
                           applicable material law or regulation respecting the
                           business of the Employer;

                  (iii)    the Executive being found guilty of a felony or an
                           act of dishonesty in connection with the performance
                           of his duties as an officer of the Employer, or which
                           disqualifies the Executive from serving as an officer
                           or director of the Employer; or

                  (iv)     the willful or negligent failure of the Executive to
                           perform his duties hereunder in any material respect.

         (e) Termination upon Death. In the event payments are due and owing
         under this Agreement at the death of the Executive, payment shall be
         made to such beneficiary as Executive may designate in writing, or
         failing such designation, to the executor of his estate, in full
         settlement and satisfaction of all claims and demands on behalf of the
         Executive. Such payments shall be in addition to any other death
         benefits of the Employer for the benefit of the Executive and in full
         settlement and satisfaction of all payments provided for in this
         Agreement.

         (f) Termination upon Disability. The Employer may terminate the
         Executive's employment after the Executive is determined to be disabled
         under the current Employer program or by a physician engaged by the
         Employer. In the event of a dispute regarding the Executive's
         disability, each party shall choose a physician who together will
         choose a third physician to make a final determination. The Executive
         shall be entitled to the compensation and benefits provided for under
         this Agreement for any period during the term of this Agreement and
         prior to the establishment of the Executive's disability during which
         the Executive is unable to work due to a physical or mental infirmity.
         Notwithstanding anything contained in this Agreement to the contrary,
         until the date specified in a notice of termination relating to the
         Executive's disability, the Executive shall be entitled to return to
         his positions with the Employer as set forth in this Agreement in which
         event no disability of the Executive will be deemed to have occurred.

         (g) Termination upon Change of Control.

                  (i) In the event of a Change in Control (as defined below) of
         the Employer and the termination of the Executive's employment under
         either A or B below, the Executive shall be entitled to a payment equal
         to two (2) times the value of: (x) any salary and most recent bonus or
         incentive payments the Executive would have received had his
         termination been made pursuant to Subsection (b) plus (y) the value of
         any contributions to any employee benefit plan for which the Executive
         was entitled to participate in immediately prior to the date of such
         termination, and continued coverage under any health, hospital and

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         dental insurance then maintained for the Executive by the Employer for
         the remainder of the term of this Agreement. The following shall
         constitute termination under this paragraph:

                           B. The Executive terminates his employment under this
                           Agreement by a written notice to that effect
                           delivered to the Board within one (1) year after the
                           Change in Control.

                           C. The Agreement is terminated by the Employer or its
                           successor either in contemplation of or after the
                           Change in Control.

                  (ii) If it is determined, in the opinion of the certified
         public accountants then regularly retained by the Employer in
         consultation with legal counsel acceptable to the Executive, that any
         amount payable to the Executive by the Employer under this Agreement,
         or any other plan or agreement under which the Executive participates
         or is a party, would constitute an "Excess Parachute Payment" within
         the meaning of Section 280G of the Internal Revenue Code of 1986, as
         amended (the "Code") and be subject to the excise tax imposed by
         Section 4999 of the Code (the "Excise Tax"), the Employer shall pay to
         the Executive the amount of such Excise Tax and all federal and state
         income or other taxes with respect to the payment of the amount of such
         Excise Tax, including all such taxes with respect to any such
         additional amount. If at a later date, the Internal Revenue Service
         assesses a deficiency against the Executive for the Excise Tax which is
         greater than that which was determined at the time such amounts were
         paid, the Employer shall pay to the Executive the amount of such Excise
         Tax plus any interest, penalties and professional fees or expenses,
         incurred by the Executive as a result of such assessment, including all
         such taxes with respect to any such additional amount. The highest
         marginal tax rate applicable to individuals at the time of payment of
         such amounts will be used for purposes of determining the federal and
         state income and other taxes with respect thereto. The Employer shall
         withhold from any amounts paid under this Agreement the amount of any
         Excise Tax or other federal, state or local taxes then required to be
         withheld. Computations of the amount of any supplemental compensation
         paid under this subparagraph shall be made by the independent public
         accountants then regularly retained by the Employer in consultation
         with legal counsel acceptable to Executive. The Employer shall pay all
         accountant and legal counsel fees and expenses.

                  (iii) For purposes of this paragraph, the term "Change in
         Control" shall mean the following:

                           A.       The consummation of the acquisition by any
                                    person (as such term is defined in Section
                                    13(d) or 14(d) of the Securities Exchange
                                    Act of 1934, as amended (the "1934 Act")) of
                                    beneficial ownership (within the meaning of
                                    Rule 13d-3 promulgated under the 1934 Act)

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                                    of fifty-one percent (51.0%) or more of the
                                    combined voting power of the then
                                    outstanding voting securities of the
                                    Employer; or

                           B.       The individuals who, as of the date hereof,
                                    are members of the Board cease for any
                                    reason to constitute a majority of the
                                    Board, unless the election, or nomination
                                    for election by the stockholders of the
                                    Employer, of any new director was approved
                                    by a vote of a majority of the Board, and
                                    such new director shall, for purposes of
                                    this Agreement, be considered as a member of
                                    the Board; or

                           C.       Approval by stockholders of the Employer of:
                                    (1) a merger or consolidation if the
                                    stockholders immediately before such merger
                                    or consolidation do not, as a result of such
                                    merger or consolidation, own, directly or
                                    indirectly, more than fifty percent (50%) of
                                    the combined voting power of the then
                                    outstanding voting securities of the entity
                                    resulting from such merger or consolidation
                                    in substantially the same proportion as
                                    their ownership of the combined voting power
                                    of the voting securities outstanding
                                    immediately before such merger or
                                    consolidation; or (2) a complete liquidation
                                    or dissolution or an agreement for the sale
                                    or other disposition of all or substantially
                                    all of the assets of the Employer.

                  (iv) Notwithstanding the foregoing, a Change in Control shall
                  not be deemed to occur solely because fifty percent (50.0%) or
                  more of the combined voting power of the then outstanding
                  securities of the Employer are acquired by: (1) a trustee or
                  other fiduciary holding securities under one or more employee
                  benefit plans maintained for employees of the Employer; or (2)
                  any corporation which, immediately prior to such acquisition,
                  is owned directly or indirectly by the stockholders of the
                  Employer in the same proportion as their ownership of stock
                  immediately prior to such acquisition.

         (h) Treatment of Incentive Plan Grants. Notwithstanding any contained
         in Section 14 of the Company's Employee Stock Incentive Plan
         ("Incentive Plan") to the contrary, if Executive's employment is
         terminated, Executive shall retain all of the shares of restricted
         stock, stock appreciation rights and stock options granted to Executive
         under the Incentive Plan, whether vested or unvested. At the time of
         his termination, all unvested options to purchase shares of stock of
         the Company owned by or owing to the Executive shall automatically vest
         in the Executive. In addition, the Company shall pay the taxes due for
         any shares sold at that time.

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         5. Non-Competition Covenant.

             (a) Restrictive Covenant. In consideration of this Agreement and
the payment of the amounts described in Section 2 hereof, the Executive hereby
agrees that, except with the express prior written consent of the Employer, for
a period of one (1) year after the termination by the Executive of his
employment with the Employer, (the "Restrictive Period"), he will not directly
or indirectly compete with the business of the Employer, including, but not by
way of limitation, by directly or indirectly owning, managing, operating,
controlling, financing, or by directly or indirectly serving as an employee,
officer or director of or consultant to, or by soliciting or inducing, or
attempting to solicit or induce, any employee or agent of Employer to terminate
employment with Employer and become employed by any person, firm, partnership,
corporation, trust or other entity which owns or operates a business similar to
that of the Employer (the "Restrictive Covenant"). If the Executive violates the
Restrictive Covenant and the Employer brings legal action for injunctive or
other relief, the Employer shall not, as a result of the time involved in
obtaining such relief, be deprived of the benefit of the full period of the
Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to
have the duration specified herein computed from the date the relief is granted
but reduced by the time between the period when the Restrictive Period began to
run and the date of the first violation of the Restrictive Covenant by the
Executive. In the event that a successor assumes and agrees to perform this
Agreement, this Restrictive Covenant shall continue to apply only to the primary
service area of the Employer as it existed immediately before such assumption
and shall not apply to any of the successor's other offices. The foregoing
Restrictive Covenant shall not prohibit the Executive from owning directly or
indirectly capital stock or similar securities which are listed on a securities
exchange or quoted on the National Association of Securities Dealers Automated
Quotation System do not represent more than five percent (5%) of the outstanding
capital stock of any Corporation.

             (b) Remedies for Breach of Restrictive Covenant. The Executive
acknowledges that the restrictions contained in Sections 3 and 5 of this
Agreement are reasonable and necessary for the protection of the legitimate
business interests of the Employer, that any violation of these restrictions
would cause substantial injury to the Employer and such interests, that the
Employer would not have entered into this Agreement with the Executive without
receiving the additional consideration offered by the Executive in binding
himself to these restrictions and that such restrictions were a material
inducement to the Employer to enter into this Agreement. In the event of any
violation or threatened violation of these restrictions, the Employer, in
addition to and not in limitation of, any other rights, remedies or damages
available to the Employer under this Agreement or otherwise at law or in equity,
shall be entitled to preliminary and permanent injunctive relief to prevent or
restrain any such violation by the Executive and any and all persons directly or
indirectly acting for or with him, as the case may be.

         6. Intercorporate Transfers. If the Executive shall be voluntarily
transferred to an affiliate of the Employer, such transfer shall not be deemed
to terminate or modify this Agreement and the employing corporation to which the
Executive shall have been transferred shall, for all purposes of this Agreement,
be construed as standing in the same place and stead as the Employer as of the

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date of such transfer. For purposes hereof, an affiliate of the Employer shall
mean any corporation directly or indirectly controlling, controlled by, or under
common control with the Employer.

         7. Interest in Assets. Neither the Executive nor his estate shall
acquire hereunder any rights in funds or assets of the Employer, otherwise than
by and through the actual payment of amounts payable hereunder; nor shall the
Executive or his estate have any power to transfer, assign, anticipate,
hypothecate or otherwise encumber in advance any of said payments; nor shall any
of such payments be subject to seizure for the payment of any debt, judgment,
alimony, separate maintenance or be transferable by operation of law in the
event of bankruptcy, insolvency or otherwise of the Executive.

         8. Indemnification.

            (a) The Employer shall provide the Executive (including his heirs,
personal representatives, executors and administrators) for the term of this
Agreement with coverage under a standard directors' and officers' liability
insurance policy at the Employer's expense.

            (b) In addition to the insurance coverage provided for in paragraph
(a) of this Section 8, the Employer shall hold harmless and indemnify the
Executive (and his heirs, executors and administrators) to the fullest extent
permitted under applicable law against all expenses and liabilities reasonably
incurred by him in connection with or arising out of any action, suit or
proceeding in which he may be involved by reason of his having been an officer
of the Employer (whether or not he continues to be an officer at the time of
incurring such expenses or liabilities), such expenses and liabilities to
include, but not be limited to, judgments, court costs and attorneys' fees and
the cost of reasonable settlements.

            (c) In the event the Executive becomes a party, or is threatened to
be made a party, to any action, suit or proceeding for which the Employer has
agreed to provide insurance coverage or indemnification under this Section 8,
the Employer shall, to the full extent permitted under applicable law, advance
all expenses (including reasonable attorneys' fees), judgments, fines and
amounts paid in settlement (collectively "Expenses") incurred by the Executive
in connection with the investigation, defense, settlement, or appeal of any
threatened, pending or completed action, suit or proceeding, subject to receipt
by the Employer of a written undertaking from the Executive: (i) to reimburse
the Employer for all Expenses actually paid by the Employer to or on behalf of
the Executive in the event it shall be ultimately determined that the Executive
is not entitled to indemnification by the Employer for such Expenses; and (ii)
to assign to the Employer all rights of the Executive to indemnification, under
any policy of directors' and officers' liability insurance or otherwise, to the
extent of the amount of Expenses actually paid by the Employer to or on behalf
of the Executive.

         9. General Provisions.

            (a) Successors; Assignment. This Agreement shall be binding upon and
inure to the benefit of the Executive, the Employer and his and its respective
personal representatives, successors and assigns, and any successor or assign of
the Employer shall be deemed the "Employer" hereunder. The Employer shall

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require any successor to all or substantially all of the business and/or assets
of the Employer, whether directly or indirectly, by purchase, merger,
consolidation, acquisition of stock, or otherwise, by an agreement in form and
substance satisfactory to the Executive, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent as the Employer
would be required to perform if no such succession had taken place.

            (b) Entire Agreement; Modifications. This Agreement constitutes the
entire agreement between the parties respecting the subject matter hereof, and
supersedes all prior negotiations, undertakings, agreements and arrangements
with respect thereto, whether written or oral. Except as otherwise explicitly
provided herein, this Agreement may not be amended or modified except by written
agreement signed by the Executive and the Employer.

            (c) Enforcement and Governing Law. The provisions of this Agreement
shall be regarded as divisible and separate; if any of said provisions should be
declared invalid or unenforceable by a court of competent jurisdiction, the
validity and enforceability of the remaining provisions shall not be affected
thereby. This Agreement shall be construed and the legal relations of the
parties hereto shall be determined in accordance with the laws of the State of
Illinois without reference to the law regarding conflicts of law.

            (d) Arbitration. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration,
conducted before a panel of three arbitrators sitting in a location selected by
the Executive within thirty (30) miles from the location of the Employer, in
accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator's award in any court having
jurisdiction; provided, however, that the Executive shall be entitled to seek
specific performance of his right to be paid through the date of termination
during the pendency of any dispute or controversy arising under or in connection
with this Agreement.

            (e) Legal Fees. All reasonable legal fees paid or incurred by the
Executive pursuant to any dispute or question of interpretation relating to this
Agreement shall be paid or reimbursed by the Employer if the Executive is
successful on the merits pursuant to a legal judgment, arbitration or
settlement.

            (f) Waiver. No waiver by either party at any time of any breach by
the other party of, or compliance with, any condition or provision of this
Agreement to be performed by the other party, shall be deemed a waiver of any
similar or dissimilar provisions or conditions at the same time or any prior or
subsequent time.

            (g) Notices. Notices pursuant to this Agreement shall be in writing
and shall be deemed given when received; and, if mailed, shall be mailed by
United States registered or certified mail, return receipt requested, postage
prepaid; and if to the Employer, addressed to the principal headquarters of the
Employer, attention: Chairman; or, if to the Executive, to the address set forth
below the Executive's signature on this Agreement, or to such other address as
the party to be notified shall have given to the other.

                                 Page 12 of 13

<PAGE>


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




CRAFTCLICK.COM, INC.                        SCOTT R. SMITH



By: /s/ Howard Geisler                       /s/ Scott R. Smith
   ------------------------------------    -----------------------------
Name: Howard Geisler                          1240 Alexandria Blvd.
     ----------------------------------    -----------------------------
     Chairman of the Board of Directors       Crystal Lake, IL  60014
                                           -----------------------------










                                 Page 13 of 13