Exhibit 10.10

                              Employment Agreement

             AGREEMENT   dated  as  of  July  2,  1999   between   NetAmericacom
Corporation (the "Company") and Ross Mayfield (the "Employee")

The Company and the Employee agree as follows:

                                  1. Employment

             1.1 Position.  The Company hereby employs the Employee as Executive
Vice  President of its  subsidiary,  Rate  Exchange  (Delaware),  Inc.,  and the
Employee accepts such employment and agrees to perform the services described in
this Section 1 in  accordance  with this  Agreement.  The duties of the Employee
shall be  those  customary  for an  Executive  Vice  President  of a  subsidiary
company.  In the execution of his duties, the Employee shall report to the Chief
Executive Officer.

             1.2 Term. The Employee's employment shall begin on July 2, 1999 and
continue until the term of the Employee's  employment is terminated  pursuant to
Article 3.

                                 2. Compensation

             2.1 Base Salary, For the duration of the Employee's employment, the
Employee  shall be paid a base  salary of $8,000 per  calendar  month.  The base
salary shall be prorated for actual  periods of employment  that are less than a
calendar month, and shall be payable monthly in arrears.

             2.2 Stock Options.  The Company shall issue to the Employee options
to  purchase  40,000  shares of common  stock of the  Company at $2.50 per share
("Options")  upon  commencement  of the term of the Employee's  employment.  The
Company and the  Employee  shall enter into a mutually  acceptable  stock option
agreement as promptly as practicable, which shall provide that:

         (i) One-half of the Options shall vest on July 2, 2000, if the Employee
      is still employed by the Company at such time, and the remaining  one-half
      of the  Options  shall  vest on July 2,  2001,  if the  Employee  is still
      employed by the Company at such time,  provided that all unvested  Options
      shall vest when the Employee is  terminated  by the Company  without Cause
      pursuant to Section 3.2.

         (ii) The Options shall be  exercisable  for a period of five years from
      the date hereof

         (iii)  The  Employee  shall  have the  option at any . time to effect a
      cashless  exercise of all Options that are then issued and vested (but not
      less than all).  Such  cashless  exercise  shall be based upon the average
      closing bid price of the shares for a 30-day  period ending on the day one
      business day prior to the date of notice of exercise (the "Market  Price")
      and shall  constitute  a  conversion  of the  exercised  Options into such
      number  of  shares  whose.  value  at the  Market  Price  is  equal to the
      "in-the-money" value of the Options exercised. The "in-the-money" value of
      the  Options  means (x) the  aggregate  value of all  shares  issuable  on
      exercise of the  Options,  at the Market  Price,  minus (y) the  aggregate
      price payable on exercise of the Options.

<PAGE>

         (iv)  The  Employee  shall  from  time to  time  enter  into  customary
      "lock-ups"  or  restrictions  on  trading  securitiess  of  Company at the
      request  of  underwriters  of  securities  of the  Company,  on terms  and
      conditions  substantially  similar  to those  agreed to by  directors  and
      principal shareholders of the Company.

Such  agreement  shall also contain terms and  conditions  customary for similar
issuances  of options  (including  without  limitation  provisions  by which the
number of shares and exercise  price for the Options would be adjusted for stock
splits, recapitahmtions, and be subject to customary anti-dilution protections).

             2.3. Benefits. The Employee shall be entitled to participate in the
employee benefit programs established by the Company, such as medical,  pension,
disability and life insurance plans, to the extent that the Employee is eligible
for such benefits in  accordance  with the  Company's  policies,  as they may be
changed from time to time.  Nothing in this  Agreement  requires the adoption or
maintenance  of any such  arrangements  or  plans.  The  Company  reimburse  the
Employee for reasonable expenses  necessarily incurred in the performance of the
Employee's  duties that are  pre-approved  and otherwise  incurred in accordance
with the Company's policies.

              2.4.  Indemnification.   The  Company  shall  indemnify  and  hold
harmless the Employee from and against  losses,  liabilities and claims of third
parties to the maximum  extent to which the Company is permitted  by  applicable
law to indemnify  the Employee as an officer of the Company,  provided  that the
Company  shall have no  obligation  to indemnify  the Employee  against  losses,
claims or liabilities  arising out of the Employee's breach of this Agreement or
the willful misconduct or gross negligence of the Employee.

                                 3. Termination

              3.1 Termination For Cause.  The Company may terminate  immediately
the Employee's  employment with the Company (and the Company's obligations under
this Agreement) for Cause. "Cause" means any of the following: (i) breach of the
Employee's obligations hereunder (ii) conmission of fraud or material deception,
whether or not in  connection  with the  Employee's  employment  by the Company,
(iii)  commission of a criminal  offense,  whether or not in connection with the
Employee's employment by the Company, (iv) destruction or theft of the Company's
property  or (v) use by the  Employee  of drugs or  alcohol  to an  extent  that
impairs the Employee's performance hereunder. Upon termination of the Employee's
employment pursuant to this subsection,  or upon the death of the Employee,  all
obligations  of the  Company to pay  compensation  and  provide  benefits to the
Employee shall cease.

              3.2  Termination  Without  Cause.  The  Company  may at  any  time
terminate the  Employee's  employment  with the Company  without  cause.  If the
Company elects to tenrlmate the Employee's employment without cause, the Company
shall  provide the Employee  with written  notice of such election (a "Notice of
Termination  Without  Cause"),  setting forth the day such  termination  will be
effective  (which  may be any date not less than 30 days  after the date of such
notite).  Notwithstanding  any such  termination,  the Company  shall pay to the
Employee  his

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                                                            Employment Agreement

<PAGE>


base salary pursuant to Section 3(a) for the remainder of the Severance  Period,
including without  limitation the portion of the Severance Period (if any) after
the termination of the Employee's  employment becomes effective.  The "Severance
Period"  means the period  beginning  on the date the Company  gives  Employee a
Notice of  Termination  Without  Cause  and  ending on July 2, 2001 (or upon the
earlier  termination with Cause). Such payments shall be made monthly in arrears
in accordance with the Company's normal payroll practices,  and shall be subject
to appropriate  deductions and  withholding.  The Company may elect to terminate
the  Employee's  employment  earlier  than  the  date  stated  in  a  Notice  of
Termination  Without Cause, but shall remain obligated to make payments pursuant
to this subsection for the remainder of the Severance  Period.  Upon termination
of the Employee's employment pursuant to this subsection, all obligations of the
Company to pay  compensation  and provide  benefits to the Employee shall cease,
other than payment of base salary as set forth above in this Section.

              3.3  Termination by the Employee.  Employee's  employment with the
Company  with  or  without  cause.  If the  Employee  elects  to  terminate  the
Employee's  employment,  the  Employee  shall  provide the Company  with written
notice of such  election  not less than 30 days before the day such  termination
will be effective.  Upon  termination of the Employee's  employment  pursuant to
this subsection,  all obligations of the Company to pay compensation and provide
benefits to the Employee shall cease.

                              4. Certain Covenants

             4.1  Covenant  Not To Compete.  During the period  beginning on the
date  hereof  and  ending on the first  anniversary  of the  termination  of the
Employee's  employment with the Company (or, if later, on the first  anniversary
of the end of the Severance Period),  the Employee covenants and agrees that the
Employee shall not:

           (i) directly or  indirectly  manage,  operate,  control,  serve as an
        employee  to,  be  employed  by,  participate  in,  own or invest in any
        business  which  competes  with  the  Company  (except  for the  passive
        ownership  of up to  5% of  the  common  stock  of  any  publicly-traded
        company);

           (ii) hire, offer to hire, entice away or in any other manner persuade
        or attempt to persuade any officer,  employee or agent of the Company to
        alter or discontinue his or her relationship with the Company;

           (iii) directly or indirectly  solicit,  divert, or attempt to solicit
        or divert any customers or business of the Company; or

           (iv) directly or indirectly  solicit,  divert, or in any other maimer
        persuade or attempt to persuade  any supplier of the Company to alter or
        discontinue its relationship with the Company.

The Company and the Employee  agree that this provision does not impose an undue
hardship on the Employee and is not injurious to the public; that this provision
is necessary  to protect the valuable  goodwill and the business of the Company;
that the nature of the Employee's  responsibilities  with the Company under this
Agreement require the Employee to have access to confidential  information which
is valuable and

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                                                            Employment Agreement
<PAGE>

confidential to the Company; and that the scope of this Section is reasonable in
terms of length of time and geographic scope.

              4.2 Confidentiality.  The Employee  acknowledges that by reason of
his  employment,  he will  have  access to trade  secrets  and  confidential  or
proprietary  information  belonging to the Company and its affiliates (including
without  limitation  Maroon Bells Capital  Partners,  Inc. and its  affiliates),
including  but not limited  to:  subscriber  fists,  potential  subscribers  and
methods of identifying potential  subscribers,  marketing plans, business plans,
long range plans, contract terms,  compensation  information,  other information
about  users (and  potential  users) of the  Compapy's  products  and  services,
financial information,  computer programs and pricing and cost information.  The
Employee  agrees that during the  Employee's  employment  and for an  indefinite
period  after  termination  of his  employment  (whether  by the  Company or the
Employee and whether with or without  Cause) the Employee  shall not directly or
indirectly  use,  reveal  or  divulge  any  trade  secrets  or  confidential  or
proprietary  information  belonging  to the  Company or its  affiliates  for anv
reason.  The  Employee's  obligation  under this provision is in addition to any
obligations  the Employee has under  applicable  law. The Employee agrees not to
violate in any way the rights that the Company or  affiliates  have with regard,
to trade secrets or proprietary or confidential information.

             4.3 Remedies.  Notwithstanding  other  provisions of this Agreement
regarding dispute resolution,  the Employee agrees that the Employee's violation
of either  Sections 4.1 or 4.2 of this Agreement  would cause the Company or its
affiliates  irreparable  hann  which  would  not be  adequately  compensated  by
monetary  damages,  and that an injunction may be granted by any court or courts
having  jurisdiction,  re g the  Employee  from  violation  of the terms of this
Agreement,  upon any breach or threatened  breach by the Employee of obligations
set forth in either  Section 4.1 or 4.2.  The  preceding  sentence  shall not be
construed  to limit the  Company  or its  affiliates  from any  other  relief or
damages to which it may be entitled as.a result of the  Employee's  violation of
any  obligation  owed the  Company  under law or  provision  of this  Agreement,
including either Section 4.1 or 4.2.

                              5. Dispute Resolution

             Any controversy, claim or dispute of whatever nature arising out of
or relating to this  Agreement,  whether such  controversy,  claim or dispute is
based upon statute,  contract,  tort, common law or otherwise,  and whether such
controversy,  claim or dispute existed prior to or arises after the date of this
Agreement (any such controversy,  claim or dispute being a "Dispute"),  shall.be
resolved in accordance  with the  procedures  set forth in this Article 5, which
procedures shall be the sole and exclusive  procedures for the resolution of any
Disputes (except as otherwise provided in Section 4.3).

             All Disputes  shall be resolved by  arbitration  in San  Francisco,
California,  in accordance with the then current Non-Administered  International
Arbitration Rules & Commentary of the CPR Institute by a sole arbitrator who has
had  both  training  and  experience  as an  arbitrator  of  general  corporate,
commercial and employment matters and who is and for at least ten years has been
a partner,  shareholder  or member in a law firm.  If the Company  and

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                                                            Employment Agreement
<PAGE>

Employee cannot agree on an arbitrator, then the arbitrator shall be selected by
the President of the CPR Institute in accordance  with the criteria set forth in
the preceding sentence. The arbitrator may decide any issue as to whether, or as
to the extent to which,  any  Dispute is  subject to the  arbitration  and other
dispute resolution  provisions in this Agreement.  The arbitrator must: (i) base
and render his or her award on the  provisions of this Agreement and (ii) render
his or her award in a writing  including an  explanation of the reasons for such
award and the provisions of this Agreement supporting such award.  Judgment upon
the  award  rendered  by the  arbitrator  may be  entered  by any  court  having
jurisdiction thereof. The statute of limitations  applicable to the commencement
of a lawsuit  shall  apply to the  commencement  of an  arbitration  under  this
subsection.  The  Employee  acknowledges  and agrees that the  Employee has been
given the  opportunity  to negotiate this  provision.  No exercise of any rights
under  this  Article  5 shall  limit the right of the  Company  or the  Employee
pursuant to this  Agreement  to  comrnence  any  judicial  proceeding  to obtain
injunctive  relief  Reasonable  attorneys'  fees  and  expenses  of  arbitration
incurred in any Dispute  relating to the  interpretation  or enforcement of this
Agreement shall be paid by the prevailing party in such Dispute.

                                6. Miscellaneous

             6.1 Notices. All notices and other  communications  hereunder shall
be in writing  (including  facsimile  transmissions,  and shall be given to each
party at the  address  or  telecopier  nwnber  set  forth  under its name on the
signature page hereof,  or such other address or telecopier number as such party
may hereafter  specify for the purpose by notice to the other.  Each such notice
or other  communication  shall be effective (a) if given by mail, 72 hours after
such  communication  is deposited in the malls with first class postage prepaid,
addressed  as  aforesaid  or (b)  otherwise,  when  delivered,at  the address or
received at the telecopier'number specified in this Section.

             6.2  Representation  of the Employee.  The Employee  represents and
warrants to the Company that the  Employee is free to enter into this  Agreement
and that he does not have any  commitment,  arrangement or  understanding  to or
with any party which restrains or is in conflict with the Employee's performance
of the  covenants,  services  and duties  provided  for in this  Agreement.  The
Employee agrees to indemnify the Company and to hold it hanniess against any and
all  liabilities  or claims  arising  out of breach of this  representation  and
warranty.

             6.3  Amendment,  No Waivers;  Integration.  Any  provision  of this
Agreement  may be amended or waived if, and only if such  amendment or waiver is
in writing  and  signed,  in the case of an  amendment,  by the  Company and the
Employee or, in the case of a waiver, by the party against whom the waiver is to
be effective. No failure or delay by any party in exercising any right, power or
privilege  hereunder  shall operate as a waiver  thereof nor shall any single or
partial  exercise  thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  Ile rights and remedies herein
provided  shall be  cumulative  and not  exclusive  of any  rights  or  remedies
provided by law.  This  Agreement,  together  with the  exhibits  and  schedules
hereto,  constitutes the entire  agreement among the parties with respect to the
subject matter hereof and supersedes all prior  agreements,  understandings  and
negotiations,  both  written and oral,  among any of the parties with respect to
the subject matter of this Agreement.

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                                                            Employment Agreement
<PAGE>

             6.4  Assignment.  Neither  party  hereto may  assign,  delegate  or
otherwise  transfer any of its  obligations or rights or obligations  under this
Agreement, provided that the Company may assign its rights and obligations under
this Agreement to a successor by sale, merger or liquidation,  if such successor
carries on the Company's business substantially in the form in which it is being
conducted at the time of the sale, merger or liquidation.

            6.5  Disclosure.  The  Employee  agrees to reveal  the terms of this
Agreement  to any future  employer or  potential  employer of the  Employee  and
authorizes the Company, at its election, to make such disclosure.

              6.6 Right of Set-off.  By accepting this  Agreement,  the Employee
consents to a deduction from any amounts the Company owes the Employee from time
to time (including amounts owed to the Employee as, wages or other compensation,
or  vacation  pay,  as well as any other  amounts  owed to the  Employee  by the
Company), to the extent of the amounts the Employee owes the Company. Whether or
not the  Company  elects to make any  set-off in whole or in part if the Company
does not  recover by means of set-off  the fall  amount  the  Employee  owes it,
calculated as set forth above, the Employee agrees to pay immediately the unpaid
balance to the Company.

              6.7  Severability.  In  the  event  that  any  provision  of  this
Agreement  or  compliance  by any of the  parties  with  any  provision  of this
Agreement shall  constitute a violation of any law, or be unenforceable or void,
then such provision,  to the extent only that it is in violation of law, void or
unenforceable, shall be deemed modified to the extent necessary so that it is no
longer  unenforceable,  void or in violation of law. if such modification is not
possible,  said provision, to the extent that it is in violation of law, void or
unenforceable,  shall be deemed severable from the remaining  provisions of this
Agreement, which provisions shall remain binding on the parties.

              6.8  Governing  Law.  This  Agreement  shall  be  governed  by and
construed in accordance with the laws of the State of California.

              6.9  Headings.  The headings and  captions in this  Agreement  are
included  for  convenience  of  reference  only  and  shall  be  ignored  in the
construction or interpretation hereof.

              6.10  Counterparts.  This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures  thereto and hereto  were upon the same  instrument.  This  Agreement
shall  become  effective  only  when  each  party  hereto  shall  have  received
(including  without  limitation by facsimile  transmission) a counterpart hereof
signed by each other party hereto.

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                                                            Employment Agreement
<PAGE>

               IN WITNESS WHEREOF,  the parties have executed and delivered this
Agreement as of the date hereof.

                                    NET AMERICA.COM CORPORATION



                                     By /s/  Douglas Cole
                                     ---------------------------
                                           Title:

                                     Address for Notices:
                                     -------------------
                                     1896 School Street
                                     Moraga, California 94556
                                     Telecopier: (925) 377-2010


                                     /s/ Ross Mayfield
                                     ---------------------------
                                     ROSS MAYFIELD

                                     Address for Notices:
                                     -------------------
                                     235 Churchill Avenue
                                     Palo Alto, California 94301
                                     Telecopier: (650) 473-9490


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                                                            Employment Agreement