EXHIBIT 10.3


                              EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made and entered into this 1st
day of January, 2004 by and between Schoolpop, Inc. ("Company") and Mickey
Freeman ("Executive").

                                    RECITALS

WHEREAS, Executive is willing to accept such employment by Company on the terms
set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, and other good and valuable consideration, Company and Executive
hereby agree as follows:

                                    ARTICLE 1

                                   EMPLOYMENT

1.1      Employment. Subject to the terms and conditions provided herein,
         Company hereby agrees, for the Term (as defined in Section 3.1), to
         employ Executive at no less than the Base Salary (as defined in Section
         2.1). Executive shall have the title of President of the Company
         reporting to Paul Robinson, Chief Executive Officer and Chairman of the
         Company. The Company may change the Executive's title and
         responsibilities but not decrease Base Salary during the Term of this
         Agreement. Executive hereby agrees to accept such employment.

1.2      Employment Duties. For the term of this Agreement, Executive shall have
         the duties set forth on Exhibit "A" attached hereto. During the Term,
         the Executive shall devote all of his business time, attention, skill
         and effort to the business and affairs of Company and carry out his
         duties and responsibilities faithfully and efficiently. It shall not be
         considered a violation of the foregoing for the Executive to serve on
         corporate, industry, civic, or charitable boards or committees - so
         long as such activities do not conflict with, or significantly
         interfere with, the performance of the Executive's responsibilities as
         an employee of Company in accordance with this Agreement.

                                    ARTICLE 2

                                  COMPENSATION

2.1      Base Salary. During the Term, Company agrees to pay Executive a base
         salary of one hundred and seventy-five thousand dollars ($175,000) per
         annum (the "Base Salary"). Executive's Base Salary may be increased
         during the Term at the discretion of the Company's Board of Directors.


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         The Base Salary shall be payable as current salary, in biweekly
         installments or in accordance with any then current company pay
         procedures, subject to all applicable withholdings and deductions.

2.2      Bonus based on Deferred Salary. The Company may elect to pay a bonus to
         Executive for services provided during the Term. The decision to pay
         any bonus and the actual payment of such bonus, if any, shall be at the
         sole and absolute discretion of the Company's Board of Directors.

2.3      Expenses. Company shall reimburse Executive for all reasonable
         expenses, incurred by Executive in carrying out his duties, provided,
         however, Company may require an itemized accounting of expenses
         reimbursed, in such detail as shall be necessary for compliance with
         all applicable tax laws.

2.4      Taxes. Company shall withhold from any amounts payable under this
         Agreement such federal, state or local taxes and other obligations as
         shall be required to be withheld pursuant to any applicable law or
         regulation.

2.5      Benefits. Executive shall participate in any medical plan, vacation and
         other benefits maintained by Company for its executives.

2.6      Vehicle Allowance. The Company will provide the Executive with a
         vehicle allowance of $750.00 per month during the Term. Employee
         acknowledges that the payment by the Company to him of a monthly
         vehicle allowance may result in taxable income if the business portion
         of the vehicle expense is less than the total amount paid to Executive
         under this Section 2.6, or if Executive does not maintain the records
         required by the Internal Revenue Code and the regulations thereunder.
         Executive has been advised to consult with a tax advisor to determine
         the tax liability of payments under this Section 2.6, and the record
         keeping associated with such payments.

2.7      Future Benefit Plans. Executive shall have the right to participate in
         any incentive stock or cash bonus plan(s) established for Company
         executives, with participation commensurate with Executive's then
         position and title, as determined in the discretion of Company's Board
         of Directors.

                                    ARTICLE 3

                              TERM AND TERMINATION

3.1      Term. The initial term of employment of Executive under this Agreement
         began on the 1st day of January, 2004 and will end on December 31,
         2004. Such one-year period is the "Initial Term." The Initial Term,
         together with any extensions, is referred to herein as the "Term."

3.2      Renewal. This Agreement may be extended beyond the Initial Term or any
         subsequent Term by mutual agreement of the parties, but will expire
         upon the expiration of the Initial Term or any subsequent Term unless


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         extended by a writing signed by Company and Executive. Base Salary for
         any additional one (1) year term of employment subsequent to the
         Initial Term shall be negotiated between the parties in advance of the
         beginning of each subsequent term. If the parties fail to negotiate a
         mutually acceptable salary for any subsequent term by the beginning of
         such term, the Executive shall be paid his then existing salary on a
         provisional basis until agreement is reached. If such agreement is not
         reached within ninety (90) days after the beginning of such term, then
         the Base Salary for the subsequent calendar year shall be equal to the
         Base Salary for the then current calendar year increased by a
         percentage equal to the increase of the Consumer Price Index from the
         first day of the then current calendar year to the first day of the
         subsequent calendar year. For purposes of this Paragraph, "Consumer
         Price Index" shall mean the Consumer Price Index For Wage Earners &
         Clerical Workers, United States Average, All Items (1982-1984=100) or
         any successor thereto and promulgated by the Bureau of Labor Statistics
         of the United States Department of Labor. Once such new Base Salary has
         been established, it shall be paid to the Executive retroactively from
         the beginning of that one (1) year term.

3.3      Termination. This Agreement may be terminated in the following manner:

         3.3.1    By Executive. Executive may terminate this Agreement for any
                  reason and at any time upon sixty (60) days written notice to
                  Company.

         3.3.2    Death or Disability. This Agreement shall terminate upon
                  Executive's death or if executive suffers a disability that
                  renders Executive unable, as determined in good faith by
                  Company's Board of Directors, to perform the essential
                  functions of the position, even with reasonable accommodation,
                  for three months in any 12-month period (referred to in this
                  Agreement as "Total Permanent Disability").

         3.3.3    Termination by Company for Cause. Company may terminate
                  Executive's employment and this Agreement "for cause"
                  immediately and without liability or further obligation
                  hereunder upon written notice to Executive. "Cause" as used
                  herein shall mean: (i) willful damaging of Company's property,
                  business, reputation or goodwill; (ii) commission of a felony;
                  (iii) theft, fraud or embezzlement; (iv) inattention to or
                  neglect of the duties to be performed by Executive that is not
                  the result of illness or accident and that is materially
                  harmful to Company; and (v) breach of any material term of
                  this Agreement, including, but not limited to, Article 4. No
                  act shall be willful if it is performed in good faith and with
                  the belief that it is in the Company's best interests.

         3.3.4    Termination without Cause. Executive is employed hereunder at
                  the pleasure of Company's Board of Directors; Company may
                  terminate Executive's employment without Cause at any time
                  during the Term by giving Executive thirty (30) days prior
                  written notice.

3.4      Obligations of Company upon Termination. Company shall have the
         following obligations upon any termination of this Agreement prior to
         the end of the Term:

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         3.4.1    Termination by Executive. If Executive terminates his
                  employment voluntarily Company shall promptly pay Executive
                  all Base Salary and unused vacation due to him as accrued
                  through the last day of employment.

         3.4.2    Termination by Death or Total Permanent Disability. If
                  Executive's employment is terminated by reason of Executive's
                  death or Total Permanent Disability, Company shall pay: (a) to
                  Executive or Executive's estate, as applicable, all Base
                  Salary and unused vacation accrued through the date of his
                  death, or the date of the determination of his Total Permanent
                  Disability, (b) to Executive or Executive's estate, as
                  applicable, severance payments equal to Executive's monthly
                  Base Salary for a period of three (3) consecutive months from
                  the date of his death, or the date of the determination of his
                  Total Permanent Disability, in accordance with Company's
                  customary payroll practices, and (c) COBRA premiums to
                  maintain health coverage on Executive or Executive's medical
                  dependants, as applicable, for three (3) consecutive months
                  from date of his death, or the date of the determination of
                  his Total Permanent Disability,

         3.4.3    Termination by Company for Cause. If Executive's employment is
                  terminated by Company for Cause, Company shall promptly pay
                  Executive all Base Salary and unused vacation due to him as
                  accrued through the last day of employment.

         3.4.4    Termination by Company without Cause. If Company terminates
                  the employment of Executive without Cause, upon receipt of a
                  general release ("Release and Waiver") in favor of the
                  Company, in form reasonably acceptable to the Company and its
                  counsel, including customary provisions such as mutual
                  non-disparagement, the Company shall (a) pay to Executive
                  severance payments equal to Executive's monthly Base Salary
                  for a period of three (3) consecutive months, in accordance
                  with Company's customary payroll practices, and (b) pay COBRA
                  premiums to maintain health coverage on Executive for three
                  (3) consecutive months from the date of his termination of
                  employment.

         3.4.5    Payment upon Termination. Whether the Executive's employment
                  with the Company is terminated due to the Executive
                  voluntarily terminating his employment or whether same is
                  effectuated due to a termination "for Cause" or without Cause,
                  all Base Salary (except as described in Section 3.4.4) and
                  unused vacation, if any, which may be due and owing from the
                  Company to the Executive pursuant to this Section 3.4 shall be
                  paid to the Executive within ten (10) business days of the
                  effective date of the termination of the Executive's
                  employment with the Company.

         3.4.6    Payment upon Non-Renewal. Not less than ninety (90) days prior
                  to the expiration of the Initial Term or any subsequent Term,
                  the Company shall provide the Executive with written notice of
                  its decision as to whether or not the Company intends to renew
                  this Agreement. In the event that Company decides not to renew
                  this Agreement, Company shall (a) pay to Executive severance
                  payments equal to Executive's monthly Base Salary for a period
                  of three (3) consecutive months, in accordance with Company's
                  customary payroll practices, and (b) pay COBRA premiums to


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                  maintain health coverage on Executive for three (3)
                  consecutive months from the date of his termination of
                  employment. In the event that Executive decides not to renew
                  this Agreement, Company shall not be obligated to pay any
                  severance payments to Executive.

3.5      Full Satisfaction. The payments received by Executive (or his legal
         representatives) under this Agreement that are attributable to the
         termination of Executive's employment shall be in full and complete
         satisfaction of any and all claims (except with respect to those claims
         the Executive may have as to stock) Executive (or his legal
         representatives) may have against the Company which are, in any way,
         related to the employment relationship between Executive and Company
         and Executive agrees to sign the Release and Waiver to this effect as a
         condition of Company's obligation to make any payments hereunder. In
         addition, Company will execute a Release and Waiver in favor of
         Executive with respect to any claims known to Company (except those
         which may arise out of criminal conduct) that Company may have against
         Executive which are, in any way, related to the employment relationship
         between Company and Executive.

                                    ARTICLE 4

                              RESTRICTIVE COVENANTS

4.1      Confidential Information. During the period of his employment,
         Executive shall hold in a fiduciary capacity for the benefit of Company
         and its affiliates all trade secrets, proprietary or confidential
         information, knowledge or data relating to Company, and/or their
         respective businesses, which shall have been obtained by Executive.
         Trade secret information includes formulas, patters, programs, customer
         lists, devices, techniques, or processes that: (1) derive independent
         economic value, actual or potential, from not being generally known to
         the public or to persons who can obtain economic value from their
         disclosure or use, and (2) are the subject of reasonable efforts under
         the circumstances to maintain their secrecy. After termination of
         Executive's employment with Company, Executive shall not, without the
         prior written consent of Company, use, communicate or divulge any such
         information, knowledge or data to anyone at any time.

4.2      Covenant Not to Compete. Executive agrees to not, during the course of
         employment and for a period of one year commencing upon the termination
         of employment, voluntarily or involuntarily, for any reason whatsoever
         directly or indirectly, individually or on behalf of persons not now
         parties to this Agreement, or as a partner, stockholder, director,
         officer, principal, agent, executive, or in any other capacity or
         relationship, (a) engage in any business or employment, or aid or
         endeavor to assist any business or legal entity, that works in the fund
         raising market for educational or charities in any geographical area in
         which Company does business; (b) create, assist in the creation, or
         manage or assist in the management a fund raising business focused on
         the education or charity markets; or (c) compete on the internet with
         the products and/or services of Company nationally or internationally.
         Company and Executive acknowledge the reasonableness of this covenant


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         not to compete and the reasonableness of the geographic area and
         duration of time which are a part of said covenant.

4.3      Solicitation of Customers by Executive. Unless waived in writing by
         Company, Executive further agrees that he will not, directly or
         indirectly, during the course of employment and for one year thereafter
         upon termination of this employment solicit the trade or patronage of
         any of the customers of Company or of anyone who has heretofore traded
         or dealt with Company, regardless of the location of such customers of
         Company throughout the world with respect to any technologies,
         services, products, trade secrets, or other matters in which Company is
         active.

4.4      Solicitation of Employees by Executive. Unless waived in writing by
         Company, Executive further agrees that he will not, directly or
         indirectly, during the course of employment and for one year thereafter
         induce any Company employee to leave the employ of Company if such
         employee was employed by Company at any time during the one year prior
         to termination of Executive's employment with Company. Further,
         Executive agrees not to solicit or to employ, retain or engage any such
         employee himself or on behalf of any other entity. In addition, it
         shall be a violation of this paragraph for Executive to employ, retain
         or engage any such Company employee as a consultant, agent, contract
         employee, independent contractor, etc. with respect to Executive for
         himself, or on behalf of any entity in which Executive has an ownership
         interest or by which Executive is employed.

4.5      Survival; Injunctive Relief. Executive agrees that Article 4 of this
         Agreement shall survive the termination of (1) this Agreement and (2)
         the period of his employment hereunder. Executive acknowledges that
         Company has no adequate remedy at law and would be irreparably harmed
         if Executive breaches or threatens to breach any of the provisions of
         Article 4 of this Agreement and, therefore, agrees that Company shall
         be entitled to injunctive relief to prevent any such breach or
         threatened breach thereof and to specific performance of the terms of
         such Article (in addition to any other legal or equitable remedy
         Company may have). Executive further agrees that Executive shall not,
         in any equity proceeding relating to the enforcement of Article 4 of
         this Agreement, raise the defense that Company has an adequate remedy
         at law. Nothing in this Agreement shall be construed to prevent
         Executive from raising any other defenses in such equity proceeding,
         including that Company has failed to pay Executive any salary
         continuation payment. Nothing in this Agreement shall be construed as
         prohibiting Company from pursuing any other remedies at law or in
         equity that it may have under and in respect of this Agreement or any
         other agreement.

                                    ARTICLE 5

                                  MISCELLANEOUS

5.1      Notice. All notices and other communications hereunder shall be in
         writing and shall be given to the other party by facsimile


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         transmission, hand delivery, nationally recognized overnight carrier or
         by registered or certified mail, return receipt requested, postage
         prepaid, addressed as follows:

         If to Executive:           Mickey Freeman
                                    2290 Millwater Crossing
                                    Dacula, GA 30019

         If to Company:             Paul Robinson, CEO
                                    Fundever, Inc.
                                    3100 Five Forks Trickum Road SW
                                    Suite 401
                                    Lilburn, GA 30047

         or to such other address as any party shall have furnished to the other
         in writing in accordance herewith. Any such notice and communications
         shall be effective when actually received by the addressee.

5.2      Successors and Assigns. This Agreement is intended to bind and inure to
         the benefit of and be enforceable by Executive and Company and their
         respective successors and assigns, except that Executive may not assign
         any of his rights or duties under this Agreement without Company's
         prior written consent. Notwithstanding the preceding, in the event of a
         merger between Company and BarPoint.com, Inc., a Delaware corporation,
         or one of its subsidiaries, the parties agree that Company's interest
         in this Agreement may be assigned to BarPoint.com, Inc., a Delaware
         corporation.

5.3      Attorney Fees. If any legal proceeding is necessary to enforce or
         interpret the terms of this Agreement, or to recover damages for breach
         of this Agreement, the prevailing party shall be entitled to reasonable
         attorney fees, as well as costs and disbursements, in addition to any
         other relief to which the prevailing party may be entitled.

5.4      Counterparts. This Agreement may be executed on separate copies, any
         one of which need not contain signatures of more than one party, but
         all of which taken together will constitute one and the same agreement.

5.5      Amendment. This Agreement may not be amended or modified otherwise than
         by a written agreement executed by the parties hereto or their
         respective successors and legal representatives.

5.6      Severability. If any term, provision, or part of this Agreement is
         found by a court to be invalid, illegal, or incapable of being enforced
         by any rule of law or public policy, all other terms, provisions, and
         parts of this Agreement shall nevertheless remain in full force and
         effect as long as the economic or legal substance of the transactions
         contemplated hereby is not affect in any manner materially adverse to
         any party. On such determination that any term, provision, or part of
         this Agreement is invalid, illegal, or incapable of being enforced,
         this Agreement shall be deemed to be modified so as to effect the
         parties' original intent as closely as possible to the end of the
         transactions contemplated by this agreement and the terms and


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         provisions of this Agreement are fulfilled to the greatest extent
         possible.

5.7      Captions. The captions of this Agreement are not part of the provisions
         hereof and shall not have any force or effect.

5.8      Choice of Law. All questions concerning the construction, validity, and
         interpretation of this Agreement will be governed by the internal law,
         and not the law of conflicts, of the State of Georgia. The proper venue
         for any action or proceeding arising from or related to this Agreement
         shall be Gwinnett County, Georgia.

5.10     Entire Agreement. This Agreement shall become effective upon execution
         by Company and constitutes the full and entire understanding and
         agreement of the parties with regard to the subjects hereof and
         supersedes in their entirety all other or prior agreements, whether
         oral or written, with respect to the subjects hereof.

IN WITNESS WHEREOF, the parties have duly executed this Employment Agreement as
of the day and year first above written.


Executive                             Schoolpop, Inc.

/s/ Mickey Freeman
------------------
Mickey Freeman                        By:/s/ Paul Robinson
                                         ---------------------------------------
                                         Paul Robinson, CEO

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                                   EXHIBIT "A"

                               EXECUTIVE'S DUTIES




I.       INVESTOR RELATIONS (DUAL ROLE WITH CFO)
         a. Investment Banker(s)
         b. Broker-Dealer(s)
         c. Legal/Support
         d. Board/Support

II.      ATLANTA SALES & SERVICE (SHORT TERM)
         a. Inside Sales
                  i. YRSSP, Platinum, Florida

         b. Customer Service
                    i. Gold and Silver
                  iii. General Inbound

         c. Account Management Process & Planning
                    i. Interface with NSC related to cross selling

III.     SHARE THE DREAM FOUNDATION - SELF FUNDING
         a. Serve as primary administrator
         b. Manage program
         c. Manage nonprofit

IV.      TRAINING & ORIENTATION
         a. YRSSP
         b. Individual Programs
         c. New Employeess
                    i. Sales, Service, & Otherwise
         d. Cross-company updates/programs

V.       STRATEGIC PLANNING
         a. Weekly Management Reports (put process in place to gather key data)
                    i. With CFO
         b. Quarterly Business Review Document (BRD)
                    i. Detailed pre-earnings/announcements/filings work
                   ii. With CFO

VI.      OPERATIONS
         a. Office Management
                    i. Phone, equipment, etc.
                   ii. Exec Admin help on this stuff


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VII.     STATE SPONSOR PROGRAM (TBD)
         a. Tate's/FL
         b. Others, as applicable

VIII.    GENERAL EXECUTIVE
         a. Marketing Support
         b. Management Support

IX.      OTHER POSSIBILITIES - TBD

         a. Acquisition Integration or Management
            i.   Manage Your Auction Stop (if pull in as subsidiary)
            ii.  K12 Group (or equivalent, if pull in as a subsidiary)
            iii. 529 Plan (e.g., Vesdia)

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