Exhibit 10.13

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 will receive 300,000 shares of SonicSave
      stock immediately. Also, the employee has the option to buy 100,000 shares
      at a price of $.25/share beginning in the second year of employment, which
      will vest 1/48 per month, as long as Employee is still employed by
      Company. This option is exercisable on or before the fifth year of
      employment.

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