EMPLOYMENT AGREEMENT

Employment Agreement, between SonicSave.com (the "Company") and William E.
Connolly (the "Employee").

      1.    For good consideration, the Company employs the Employee on the
            following terms and conditions.

      2.    Term of Employment: Subject to the provision for termination set
            forth below this agreement will begin on May 1, 2000, unless sooner
            terminated.

      3.    Salary: The Company shall pay Employee a salary of $48,000 per year,
            for the services of the Employee, payable at regular payroll
            periods. Employee's salary may be increased during the first year to
            a maximum of $120,000/year.

      4.    Other Compensation: Employee to receive 300,000 shares of SonicSave
            stock immediately, with an option to buy 25,000 shares at the end of
            every year, beginning in the second year of employment, at a price
            of $.25/share, as long as Employee is still employed by Company.

      5.    Duties and Position: The Company hires the Employee in the capacity
            of Senior Vice President. The Employee's duties may be reasonably
            modified at the Company's direction from time to time.

      6.    Employee to Devote Full Time to Company: The Employee will devote
            full time, attention, and energies to the business of the Company
            and during this employment, will not engage in any other business
            activity, regardless of whether such activity is pursued for profit,
            gain, or other pecuniary advantage. Employee is not prohibited from
            making personal investments in any other businesses provided those
            investments do not require active involvement in the operation of
            said companies.

      7.    Confidentiality of Proprietary Information: Employee agrees, during
            or after the term of this employment, not to reveal confidential
            information, or trade secrets to any person, firm, corporation, or
            entity. Should Employee reveal or threaten to reveal this
            information, the Company shall be entitled to an injunction
            restraining the Employee from disclosing same, or from rendering any
            services to any entity to whom said information has been or is
            threatened to be disclosed. The right to secure an injunction is not
            exclusive, and the Company may pursue any other remedies it has
            against the Employee for a breach or threatened breach of this
            condition, including the recovery of damages from the Employee.

      8.    Reimbursement of Expenses: The Employee may incur reasonable
            expenses for furthering the Company's business, including expenses
            for entertainment, travel, and similar items. The Company shall
            reimburse Employee for all business

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            expenses after the Employee presents an itemized account of
            expenditures, pursuant to Company policy.

      9.    The Employee shall be entitled to a yearly vacation of 3 weeks at
            full pay for the first two years of employment, and 5 sick days. In
            the third year of employment Employee shall receive 4 weeks vacation
            at full pay.

      10.   Termination of Agreement: Without cause, the Company may terminate
            this agreement at any time upon 14 days' written notice to the
            Employee. If the Company requests, the Employee will continue to
            perform his/her duties and be paid his/her regular salary up to the
            date of termination. In addition, the Company will pay the Employee
            on the date of termination a severance allowance equal to two weeks
            of Employee's salary, less taxes and social security required to be
            withheld. Without cause, the Employee may terminate employment upon
            14 days written notice to the Company. Employee may be required to
            perform his/her duties and will be paid the regular salary to date
            of termination but shall not receive a severance allowance.
            Notwithstanding anything to the contrary contained in this
            agreement, the Company may terminate the Employee's employment upon
            30 days' notice to the Employee should any of the following events
            occur:

            a)    The sale of substantially all of the Company's assets to a
                  single purchaser or group of associated purchasers; or
            b)    The sale, exchange, or other disposition, in one transaction
                  of the majority of the Company's outstanding corporate shares;
                  or
            c)    The Company's decision to terminate its business and liquidate
                  its assets;
            d)    The merger or consolidation of the Company with another
                  company.
            e)    Bankruptcy or Chapter 11 Reorganization.

      11.   Death Benefit: Should Employee die during the term of employment,
            the Company shall pay to Employee's estate any compensation due
            through the end of the month in which death occurred.

      12.   Assistance in Litigation: Employee shall upon reasonable notice,
            furnish such information and proper assistance to the Company as it
            may reasonable require in connection with any litigation in which it
            is, or may become, a party either during or after employment.

      13.   Effect of Prior Agreements: This agreement supersedes any prior
            agreement between the Company or any predecessor of the Company and
            the Employee, except that this agreement shall not affect or operate
            to reduce any benefit or compensation inuring to the Employee of a
            kind elsewhere provided and not expressly provided in this agreement

      14.   Settlement by Arbitration: Any claim or controversy that arises out
            of or relates to this agreement, or the breach of it, shall be
            settled by arbitration in accordance

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            with the rules of the American Arbitration Association. Judgment
            upon the award rendered may be entered in any court with
            Jurisdiction.

      15.   Limited Effect of Waiver by Company: Should Company waive breach of
            any provision of this agreement by the Employee, that waiver will
            not operate or be construed as a waiver of further breach by the
            Employee.

      16.   Severability: If, for any reason, any provision of this agreement is
            held invalid, all other provision of this agreement shall remain in
            effect. If this agreement is held invalid or cannot be enforced,
            then to the full extent permitted by law any prior agreement between
            the Company (or any predecessor thereof) and the Employee shall be
            deemed reinstated as if this agreement had not been executed.

      17.   Assumption of Agreement by Company's Successors and Assignees: The
            Company's rights and obligations under this agreement will inure to
            the benefit and be binding upon the Company's successors and
            assignees.

      18.   Oral Modifications Not Binding: This instrument is the entire
            agreement of the Company and the Employee. Oral changes shall have
            no effect. It may be altered only by a written agreement signed by
            the party against whom enforcement of any waiver, change,
            modification, extension, or discharge is sought.

      19.   Employee acknowledges and agrees that the Stock has not been
            registered under the Securities Act of 1933, as amended (the "Act")
            in reliance upon the exemption from the registration provisions of
            the Act provided by Section 4(2) thereof. He also acknowledges and
            agrees that the Stock may not be sold, transferred or otherwise
            disposed of unless (i) the Stock has been registered under the Act
            or (ii) prior thereto, there is delivered to the Company a written
            opinion in form and substance reasonably satisfactory, that the
            proposed transaction may be effected without compliance with the
            registration provisions of the Act including, without limitation, by
            virtue of compliance with Rule 144 promulgated under the Act.

            Signed this ________ day of  ______________, ____________.


            ____________________________       _______________________________
            Company                            Employee