EXECUTIVE EMPLOYMENT AGREEMENT


THIS AGREEMENT dated for reference the 29th day of December, 2000


BETWEEN:

          MERILUS  TECHNOLOGIES  INC., a company  incorporated under the laws of
          the Province of British Columbia, Canada

          ("Merilus Canada")

AND:

          ROSS MRAZEK,  Businessman,  of 673 West 7th Avenue Vancouver,  British
          Columbia V5Z 1B6

          (the "Executive")


AND:

          GOLDEN SOIL, INC. , a company incorporated under the laws of the State
          of Nevada, USA

          ("Merilus USA")


WHEREAS:


A. Merilus  Canada is in the  business of  manufacturing  computer  hardware and
software products;

B.  Merilus  Canada has agreed to employ the  services of the  Executive as Vice
President- International Sales and the Executive has agreed to accept employment
with Merilus Canada on the terms and conditions hereinafter provided;

C. Merilus Canada is a wholly owned subsidiary of 613636 British Columbia,  Inc.
("613636") and 613636 is, in turn, a wholly owned subsidiary of Golden Soil;

D. It is  anticipated  that  Golden  Soil  will  soon be  changing  its  name to
"Merilus,  Inc." and that  613636  will soon be  changing  its name to  "Merilus
Holdings Inc."

                             ARTICLE 1 - EMPLOYMENT


1.1 Employment.  Merilus Canada agrees to employ the Executive and the Executive
agrees to accept such  employment on the terms and conditions  contained in this
Agreement.



                         ARTICLE 2 - DUTIES OF EXECUTIVE

2.1  Responsibilities.  The  Executive  shall  assume the  responsibilities  and
perform the duties as Vice President-International  Sales of Merilus Canada with
the following duties:

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The Executive shall also serve without additional compensation as an Officer and
Director of Merilus Canada in any of its parent companies or subsidiaries, if so
elected or appointed,  but if he is not so elected or appointed his compensation
hereunder shall in no way be affected.

Such duties may be revised from time to time at the sole discretion of the Board
of Directors of Merilus  Canada,  and the Executive shall perform such duties as
Merilus Canada may direct form time to time. The Executive  agrees to devote his
full time and energy to the  furtherance  of the business of Merilus  Canada and
shall  be loyal to  Merilus  Canada  and use his best  efforts  to  further  its
interests,  and shall not  during the term  hereof,  without  the prior  written
consent of Merilus  Canada,  work or perform  services in any  advisory or other
capacity  for any  individual,  firm ,  company  or  corporation  other than for
Merilus  Canada.  Notwithstanding  the  foregoing,  the  Executive  shall not be
precluded  from  devoting  such time to his personal or financial  affairs or to
community,  charitable, trade and professional activities as shall not interfere
with his duties to Merilus Canada.

                            ARTICLE 3 - COMPENSATION

3.1 Base Salary.  Merilus Canada shall pay the Executive as compensation for all
the services to be rendered by the Executive  hereunder a base salary equal to a
rate of US  Dollars  $125,000.00  per year (the "Base  Salary")  for each of the
years during the Initial Term hereof (as hereinafter  defined).  Thereafter,  if
this Agreement is extended  pursuant to Section 4.1, the Executive's base salary
shall be  subject to review in the  discretion  of the Board of  Directors.  The
Executive's  salary shall be payable  beginning with the period starting January
1, 2001 in equal monthly installments.

3.2 Performance  Bonuses. The Executive shall be eligible to receive performance
and merit based bonuses in the sole discretion of the Board of Directors.

3.3 Stock Options.  Subject to the Executive's  execution of and compliance with
the  terms of the  Incentive  Stock  Option  Agreement  in the form  attached  a
Schedule  "A" hereto ( the  "Incentive  Stock  Option  Agreement"),  Merilus USA
grants to the  Executive  options to acquire that number of shares of the common
stock of  Merilus  USA at the  price  and on the other  terms  contained  in the
Incentive  Stock  Option  Agreement.  Merilus  USA hereby  agrees to execute the
Incentive Stock Option Agreement concurrently herewith.

3.4 Other Benefits.  The Executive shall be entitled to receive extended health,
dental and vacation benefits and other benefits  substantially  similar to those
provided to other  Executives of Merilus  Canada.  Merilus Canada shall have the
right to change its benefit program at any time or times.

3.5 Reimbursement of Expenses. In addition to the compensation described in this
Agreement,  the Executive shall be entitled to  reimbursement  by Merilus Canada
for  all  actual,  reasonable  and  direct  expenses  incurred  by  him  in  the
performance  of his  duties  hereunder,  provided  such  expenses  are  properly
characterized  as being  business  expenses that are properly tax deductable for
Merilus  Canada,  and further  provided that such expenses were incurred only in
accordance  with  the  policies  and  procedures  established  by the  Board  of
Directors  from time to time.  The Executive  shall provide  Merilus Canada with
written  documentation  of such  expenses  in form  complying  with the  records
required  of  Merilus  Canada by  Canada  Customs  and  Revenue  Agency  for tax
deductibility  purposes  in such  cases,  and  reimbursement  for  each  item of
approved expense shall be made within a reasonable time after receipt by Merilus
Canada of the written documentation thereof.

3.6 Vacation. The Executive shall be entitled to four (4) number of weeks annual
paid vacation and such holidays as the Board of Directors may approve.  Vacation
entitlement cannot be carried forward beyond the year in which it is earned.

3.7  Withholdings.  All  amounts  payable  to the  Executive  pursuant  to  this
Agreement  shall be subject to the usual  deductions  at source for Income  Tax,
Canada  Pension  Plan,  Employment  Insurance  and  other  deductions  as may be
required from time to time.

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                        ARTICLE 4 - TERM AND TERMINATION

4.1 Term and Termination.  This Agreement shall be effective upon the date first
set forth above and, unless earlier terminated as provided herein,  shall remain
in full force and effect for an initial period which ends on December 31, 2002 (
the "Initial  Term").  This Agreement  shall be deemed to be renewed on the same
terms and conditions for  additional  successive  periods of one (1) year absent
notice from Merilus Canada or the Executive at least twelve (12) months prior to
the end of the term then in effect.  The purpose of the preceding sentence shall
be to provide, beginning on the anniversary date of this Agreement on January 1,
2002,  with a continuing term of this Agreement of greater than one (1) year but
no more  than two (2)  years at all times  thereafter  until  notice is given by
either party to this Agreement to the contrary.

Notwithstanding  anything  contained herein to the contrary,  Merilus Canada may
terminate the Executive's employment immediately for cause. For purposes of this
Agreement, "for cause" shall include, without limitation,  any of the following:
(i) the commission of any act of fraud, dishonesty materially harmful to Merilus
Canada, misappropriation or moral turpitude on the part of the Executive, (ii) a
material  breach by the  Executive of duties and  obligations  hereunder,  (iii)
continued  neglect by the  Executive  in  fulfilling  his duties as an Executive
officer  of  Merilus  Canada as a result of  alcoholism,  addiction  to  illegal
substances,  or excessive unauthorized  absenteeism,  after written notification
from the Board of Directors of such neglect, setting forth in detail the matters
involved  and the  Executive's  failure to cure the  problem  resulting  in such
neglect  within  a  reasonable  time  thereafter,  (iv)  the  Executive  becomes
Completely Disabled (as hereinafter defined), or (v) the death of the Executive.
For the  purposes  of this  Agreement,  "Completely  Disabled"  shall  mean  the
Executive's inability, due to illness,  accident or any other physical or mental
incapacity,  to perform the duties  provided  for herein for an  aggregate of 91
days during any period of 180 consecutive days during the term hereof.

     (a) Upon a termination for cause:

          (1)  the  Executive  shall be  entitled  to his  prorated  Base Salary
               through the date of termination;
          (2)  the Executive shall be entitled to reimbursement for any expenses
               incurred and properly documented pursuant to Section 3.5;
          (3)  the Executive shall be entitled to his pro rata amount of pay for
               vacation  earned  but not yet  taken  in the  year  during  which
               termination occurs;
          (4)  all benefits  provided by Merilus  Canada  referred to in Section
               3.4  shall  cease  on the  date  of  termination,  to the  extent
               permitted by law; and
          (5)  the Executive shall be entitled to exercise,  for a 30 day period
               following the termination date, all stock options that had vested
               as at the termination date.  Failure to exercise any vested stock
               options  within such 30 day period will result in  forfeiture  of
               all vested stock options.

         (b)  Notwithstanding  anything  contained  herein to the contrary,  the
Executive  shall have the right to voluntarily  terminate this Agreement and his
employment with Merilus Canada at any time. Such voluntary termination shall not
be considered a breach of this Agreement. Upon such voluntary termination:


          (1)  the  Executive  shall be  entitled  to his  prorated  Base Salary
               through the date of termination;
          (2)  the Executive shall be entitled to reimbursement for any expenses
               incurred and properly documented pursuant to Section 3.5;
          (3)  the  Executive  shall be  entitled  to his pro rata amount of pay
               for  vacation  earned but not yet taken in the year during  which
               termination occurs;
          (4)  all benefits  provided by Merilus  Canada  referred to in Section
               3.4  shall  cease  on the  date  of  termination,  to the  extent
               permitted by law; and
          (5)  the Executive shall be entitled to exercise,  for a 30 day period
               following the termination date, all stock options that had vested
               as at the termination date.  Failure to exercise any vested stock
               options  within such 30 day period will result in  forfeiture  of
               all vested stock options.

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                                                                               4

     (c) In  all  cases  of  termination  of  the  Executive  not  described  in
Subsections 4.1(a) or (b):

          (i)  the Executive shall be entitled to all Base Salary,  and benefits
               referred to in Section 3.4 for the lesser of:

               (A)  the period from the date of such  termination  until the end
                    of the Initial Term, as the same may have been extended, but
                    in no event less than six (6) months; or

               (B)  fifteen  (15)  months  from  the  date of such  termination,
                    provided  that there shall be deducted  from the sum payable
                    by Merilus Canada under this  subparagraph  4.2(c)(i),  on a
                    dollar  for  dollar  basis,  any  salary,   bonus  or  other
                    compensation  paid or accrued  payable to the Executive as a
                    result of  alternate  employment  during  the  fifteen  (15)
                    months from the date of termination;

          (ii) the Executive shall be entitled to his pro rata amount of pay for
               vacation  earned  but not yet  taken  in the  year  during  which
               termination occurs; and

          (iii)any  stock  options  held  by  the  Executive  which  would  have
               otherwise  become  vested  within the fifteen  (15) month  period
               immediately   following   such   termination   shall  be   deemed
               immediately vested and exercisable and the Executive shall have 6
               months  following the date of  termination to exercise all vested
               and deemed vested stock options.

4.2 Return of Documents.  Upon  termination  of employment  for any reason,  the
Executive shall return immediately to Merilus Canada all documents, property and
other  records of Merilus  Canada,  Merilus USA or any  affiliate and all copies
thereof,  within the Executive's possession,  custody or control,  including but
not  limited to any  materials  containing  any Trade  Secrets  or  Confidential
Information (each as defined below) or any portion thereof.  The Executive shall
be entitled to retain all  electronic  equipment  which has been assigned to him
for his personal use during employment  including  notebook  computer,  cellular
phone,  pager,  etc.  provided that the Executive shall  immediately  assume all
usage charges associated therewith commencing with the date of termination.



             ARTICLE 5 - TRADE SECRETS AND CONFIDENTIAL INFORMATION

5.1 Confidentiality.  Merilus Canada may disclose to the Executive certain Trade
Secrets and  Confidential  Information  (each as defined  below).  The Executive
acknowledges and agrees that the Trade Secrets and Confidential  Information are
the sole and exclusive  property of Merilus  Canada (or a third party  providing
such information to Merilus Canada ) and that Merilus Canada or such third party
owns all  worldwide  rights  therein  under  patent,  copyright,  trade  secret,
confidential   information,   or  other  property  rights  laws.  The  Executive
acknowledges   and  agrees  that  the   disclosure  of  the  Trade  Secrets  and
Confidential Information to the Executive does not confer upon the Executive any
license,  interest  or  rights  of  any  kind  in or to  the  Trade  Secrets  or
Confidential   Information.   The  Executive  may  use  the  Trade  Secrets  and
Confidential  Information  solely for the  benefit of  Merilus  Canada  wile the
Executive is employed or retained by Merilus  Canada.  Except in the performance
of services for Merilus  Canada,  the Executive  will hold in confidence and not
reproduce,  distribute,  transmit, reverse engineer, recompile,  disassemble, or
transfer,  directly or indirectly, in any form by any means, or for any purpose,
the Trade Secrets or the Confidential  Information or any portion  thereof.  The
Executive  agrees to return to Merilus  Canada,  upon request by Merilus Canada,
the Trade  Secrets  and  Confidential  Information  and all  materials  relating
thereto. Notwithstanding the above, the Executive may disclose any Trade Secrets
or Confidential  Information  compelled by summons or service of process,  or as
otherwise  required  by law.  The  Executive  agrees,  to the extend  reasonably
possible,  to provide  advance  notice to Merilus Canada of any such request for
information.

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5.2 Duration.  The Executive's  obligations  under this Agreement with regard to
the Trade Secrets shall remain in effect for as long as such  information  shall
remain a trade secret under applicable law. The Executive  acknowledges that its
obligations with regard to the Confidential  Information  shall remain in effect
while the  Executive is employed or retained by Merilus  Canada and for five (5)
years thereafter.  As used herein,  "Trade Secrets" means information of Merilus
Canada,  its  licensors,  suppliers,  customers,  or  prospective  licensors  or
customers, including, but not limited to, technical or nontechnical data, source
codes, formulas, patterns, compilations, programs, devices, methods, techniques,
drawings,  processes,  financial data, financial plans, product plans, or a list
of actual or potential customers or suppliers, which (i) derives economic value,
actual or potential,  from not being  generally  known to, and not being readily
ascertainable  by proper means by, other persons who can obtain  economic  value
from  its  disclosure  or use;  and  (ii) is the  subject  of  efforts  that are
reasonable  under the  circumstances  to maintain its  secrecy.  As used herein,
"Confidential Information" means information,  other than Trade Secrets, that is
of value to its owner and is treated as confidential, including, but not limited
to, future  business  plans,  financial  information,  marketing  strategies and
advertising campaigns, information regarding Merilus Canada's the Executives and
employees,  and the terms and conditions of this Agreement. For purposes of this
Agreement,  "Confidential  Information"  and "Trade  Secrets"  shall not include
anything or any information:  (i) that was or becomes generally available to the
public other than as a result of a disclosure  by the  Executive,  (ii) that was
available to the Executive on a nonconfidential basis prior to its disclosure to
the Executive by Merilus Canada,  (iii) that becomes  available to the Executive
on a  nonconfidential  basis from a source other than Merilus  Canada,  provided
that  such  source is not  prohibited  from  disclosing  such  information  by a
contractual or legal obligation to Merilus Canada of such  information,  or (iv)
that  the  Executive  can   conclusively   show  by  documentary   evidence  was
independently  developed  by  the  Executive  without  use  of  any  information
disclosed to the Executive by Merilus  Canada.  The Executive and Merilus Canada
acknowledge that the intent of this Section 5 is not to restrict the Executive's
employment following his tenure with Merilus Canada, but rather it is to protect
the  rights  that  Merilus  Canada  has in its Trade  Secrets  and  Confidential
Information.

                       ARTICLE 6 - COVENANT NOT TO COMPETE

In consideration of his employment hereunder, the Executive agrees as follows.

6.1 Term. The Executive will not, during the term of his employment with Merilus
Canada and for a period of two (2) years after termination for any reason of his
employment  with Merilus Canada,  directly or indirectly,  engage in or carry on
any business,  like or similar to that engaged in by Merilus Canada  (including,
without limitation, any business engaged in the manufacture and sale of hardware
and software internet connectivity and firewall solutions),  either individually
or as a stockholder,  director,  officer,  consultant,  independent  contractor,
employee, agent, member or otherwise of or through any corporation, partnership,
association,  joint  venture,  firm,  individual or  otherwise,  or in any other
capacity in any country in which  Merilus  Canada  either has an office or sells
its products through a distribution relationship.  The above two (2) year period
shall be extended by any period of time during which the Executive is in default
of the covenants contained in this Agreement.

6.2 Remedies.  In the event of a breach or threatened breach by the Executive of
all or any part of the  provisions  of  Section  6.1,  Merilus  Canada  shall be
entitled to an injunction  restraining  the Executive  from such breach  without
limiting  any other  rights or  remedies  available  to Merilus  Canada for such
breach or threatened breach.


                      ARTICLE 7 - CUSTOMER NON-SOLICITATION

7.1  Non-Solicitation  of Customers.  The Executive  agrees that for a period of
eighteen  (18)  months  immediately  following  termination  of the  Executive's
employment with Merilus Canada for any reason,  including,  without  limitation,
voluntary  resignation form employment by the Executive ( the  "Non-Solicitation
Period"), the Executive shall not, on the Executive's own behalf or on behalf of
any   person,   firm,   partnership,   association,   corporation   or  business
organization,  entity or enterprise,  solicit,  contact, call upon,  communicate
with or attempt to communicate  with any customer or prospect of Merilus Canada,
with a view to selling or  providing  any  product  or  service  competitive  or
potentially  competitive  with any product or service  sold or provided or under
development  by  Merilus  Canada  during  the time of two (2) years  immediately
preceding cessation of the Executive's employment with Merilus Canada.

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                                                                               6
                      ARTICLE 8 - EMPLOYEE NON-SOLICITATION

8.1 Non-Solicitation of Employees. Executive agrees that he shall not call upon,
solicit, recruit, or assist others in calling upon, recruiting or soliciting any
person who is or was an Employee of Merilus  Canada within the  Non-Solicitation
Period,  for the purpose of having  such  person work in any other  corporation,
association,  entity,  or business engaged in providing  products or services of
the same or similar kind as offered by Merilus Canada.

                          ARTICLE 9 - EQUITABLE RELIEF

9.1 Equitable Relief. The parties  acknowledge that a breach by the Executive of
any of the terms or conditions of this Agreement will result in irrevocable harm
to  Merilus  Canada  and  that  the  remedies  at law for  such  breach  may not
adequately  compensate  Merilus Canada for damages  suffered.  Accordingly,  the
Executive  agrees  that in the event of such  breach,  Merilus  Canada  shall be
entitled  to  injunctive  relief or such  other  equitable  remedy as a court of
competent  jurisdiction may provide.  Nothing contained herein will be construed
to limit Merilus  Canada's right to any remedies at law,  including the recovery
of damages for breach of this Agreement.


                            ARTICLE 10 - ARBITRATION

10.1 Arbitration. Any difference, claim or matter in dispute arising between the
parties out of this  Agreement or connected  therewith  (other than  requests by
Merilus  Canada for  injunctive  relief to enforce the  provisions of Sections 5
through  8  hereof)  shall  be  submitted  by them to  arbitration  by a  single
arbitrator under the provisions of the Commercial Arbitration Act (R.S.B.C. 1996
C. 55) or any successor statute.

                              ARTICLE 12 - GENERAL

12.1 This  Agreement  shall be governed by and construed in accordance  with the
laws of the Province of British Columbia.

12.2 No waiver by any party hereto of any default in  performance on the part of
the other  party  and no  waiver  by any  party of any  breach or of a series of
breaches of any of the terms,  covenants or conditions of this  Agreement  shall
constitute  a wavier of any  subsequent  or  continuing  breach  of such  terms,
covenants or conditions.  The failure of any party hereto to assert any claim in
timely fashion for any of its rights or remedies under this Agreement  shall not
be construed as a waiver of any such claim and shall not serve to modify,  alter
or restrict any such party's right to assert such claim at any time thereafter.

12.3 Should any part of this Agreement for any reason be declared invalid,  such
decision shall not affect the validity of any remaining portion, which remaining
portion shall remain in force and effect as if this  Agreement had been modified
as required or executed with the invalid  portion  thereof  eliminated and it is
hereby  declared  the  intention  of the  parties  hereto  that they  would have
executed  this  Agreement as so modified or would have  executed  the  remaining
portion of this Agreement  without  including  therein any such part,  parts, or
portion which may, for any reason be hereafter declared invalid.

12.4  This   Agreement   may  be   simultaneously   executed  and  delivered  in
counterparts, each of which when so executed and delivered shall be deemed to be
an original and such  counterparts  together  shall  constitute one and the same
agreement.

12.5 This  Agreement may be executed by the parties and  transmitted by telecopy
and if so executed and  transmitted  this  Agreement will be for all purposes as
effective as if the parties had delivered an executed original Agreement.
12.6 This  Agreement  shall enure to the benefit of and be binding  upon Merilus
Canada,  Merilus USA and the Executive and their  respective  heirs,  executors,
successors and assigns.

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


MERILUS TECHNOLOGIES INC.
Per:
------------------------
Authorized Signatory


Signed, sealed and delivered                )
by ROSS MRAZEK                              )
in the presence of:                         )
-------------------------                   )
Name                                        )
-------------------------                   )
Address                                     )       ----------------------------
-------------------------                   )        ROSS MRAZEK
Occupation                                  )


GOLDEN SOIL, INC.
Per:

-----------------------
Authorized Signatory