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                                                                   EXHIBIT 10.20

January 20, 2003

David G. George
123 Marlborough Street
Boston, MA 02116

Dear David,

It is my pleasure to present this offer to you to join us as the Vice President
of Worldwide Sales reporting directly to Nanda Krish, President and CEO.

The terms of our offer are as follows:

                                     SALARY:
Your starting salary will be $150,000.00 per year ($5,769.23 payable bi-weekly).

                             INCENTIVE COMPENSATION:
Your annual incentive compensation potential will be $150,000.00 and will be
based upon achievement of established bookings targets of $6,288,000 for the
calendar year 2003 ($1,572,000 per quarter), a detailed copy of which will be
provided to you on your start date. Payment of incentive compensation will be
made as follows, 0 to 74.99% achievement of quarterly bookings quota - no
payout; 75% to 100% achievement of quarterly bookings quota - will be paid out
ratably (i.e. if you achieve 75% of the quota, you will receive 75% of your
quarterly potential, for 76% achievement you will receive 76% of your quarterly
incentive potential etc).

For amounts over 100% of the annual bookings target of $6,288,000 you will be
paid as follows:

101% to 125% of target - 3% 126% to 175% of target - 5% over 175% of target - 6%

For avoidance of doubt, each quarter will be measured separately as achievement
of the quarterly target of $1,572,000. No deductions will be taken for prior
quarters shortfalls if any against target.

You will be paid guaranteed incentive compensation of $37,500.00 for Q1 2003.
Such payment will be made in the first normal payroll after the close of the
quarter.

                                 STOCK OPTIONS:
Subject to approval of the Board of Directors, you will be granted a stock
option to purchase up to 225,000 shares of FairMarket's common stock under
FairMarket's 2000 Stock Option and Incentive Plan (the "2000 Plan"). The per
share exercise price of the stock option will be the fair market value of
FairMarket's common stock on the date of grant as determined by the Board of
Directors. The details of the grant will be set forth in a separate stock option
certificate evidencing your grant that you will receive following Board approval
of your option grant and will otherwise be on the terms and conditions of the
2000 Plan. Such option will be granted as an incentive stock option to the
extent permitted by the Internal Revenue Code.

Subject to approval of the Board of Directors, you will be granted a stock
option to purchase up to 25,000 shares of FairMarket's common stock under
FairMarket's 2000 Stock Option and Incentive Plan (the "2000 Plan"). The per
share exercise price of the stock option will be the fair market value of
FairMarket's common stock on the date of grant as determined by the Board of
Directors. The details of the grant will be set forth in a separate stock option
certificate evidencing your grant that you will receive following Board approval
of your option grant and will otherwise be on the terms and conditions of the
2000 Plan. The details will however provide that such options will accelerate in
full if the Company achieves recognized revenue (as audited by PWC) for the
calendar year 2003 in an amount greater than or equal to $10 million; otherwise
such options will vest on the fourth year anniversary of the grant. Such option
will be granted as an incentive stock option to the extent permitted by the
Internal Revenue Code.

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                                   START DATE:

                     No later than Monday, January 27, 2003

                              SALARY CONTINUATION:

Should you accept our offer of employment, the employment relationship will be
an at-will arrangement. In other words, you may terminate your employment with
FairMarket at any time and for any reason. Similarly, FairMarket may terminate
your employment at any time, for any reason subject to the provisions to be
provided to you in a Severance agreement that will be provided to you on your
start date. Such agreement will stipulate that after you have been employed by
FairMarket for three (3) months and through the one (1) year anniversary of your
employment with the company if FairMarket terminates your employment without
cause (as defined in FairMarket's 2000 Stock Option and Incentive Plan I
provided to you), the Company will provide you with 3 months of severance and
benefit continuation and provide you with prorated vesting on any and all stock
options granted Executive by FairMarket and not yet exercised, expired,
surrendered or canceled based on period of employment. For avoidance of doubt,
if the company terminated you without cause after 6 months of service, you would
receive 3 months of severance and benefit continuation and 6/48's of the 225,000
options noted above.

                                    BENEFITS:

Attached is a summary of our current benefits, outlining the benefit options
offered to our employees, along with the breakdown of the portion of the cost
paid by FairMarket and by our employees.

401 (k) PLAN:

You will be eligible to join FairMarket's 401 (k) Plan on the first day of the
month following your start date.

                                 PAID TIME OFF:

During your first year of employment, you will accrue paid time off daily, at an
annualized rate of twenty-five days per year. FairMarket employees also receive
ten paid holidays annually.

                                    FORM I-9:

FairMarket is required by federal law to have all new employees complete an I-9
form (Employment Eligibility and Verification) to verify that they are either
U.S. Citizens or have permission to work in the U.S. You will be asked to
produce documentation establishing your identity and work authorization. This
documentation must be produced by the end of your third day of employment with
FairMarket.

            INVENTION, CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT:

As with most high-technology companies today, our offer of employment is
contingent upon your signing the enclosed EMPLOYEE AGREEMENT REGARDING
INVENTIONS, CONFIDENTIALITY AND NON-COMPETITION. This agreement establishes the
confidentiality of company affairs and assigns and transfers to the company your
entire, right, title and interest in and to all inventions made by you
individually or jointly with others, during the course of your employment with
FairMarket, which relate to company business. By signing this offer letter, you
further represent that you are not a party to a non-compete agreement that would
interfere with your employment responsibilities with FairMarket. Employment with
FairMarket will not be valid, and a paycheck will not be issued, until this
agreement is signed and returned to the Human Resources Department.

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This offer of employment is open for three days from the date of this letter.
Within this time period, I would appreciate your confirming your acceptance by
signing this letter in the space provided below and returning it to me by
facsimile to 781-932-9250. By signing this letter, you also agree to abide by
the Company's existing and future policies and procedures. A copy of this letter
will be provided for your records.

David, the executive team and I are all very excited about the great things
FairMarket can achieve with you joining the team. If you have any questions,
please do not hesitate to contact me directly. We look forward to having you
join us.

Sincerely,

Janet Smith Chief Financial Officer

                   ACCEPTED THIS ________ DAY OF JANUARY, 2003

                   BY: _______________________________________
                                 DAVID G. GEORGE