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                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
this 8th day of March, 2000 by and between U.S. Interactive, Inc., a Delaware
corporation (the "Company"), and Mohan Uttarwar (the "Executive").

                                   BACKGROUND

         The Company desires to employ the Executive, the Executive desires to
be employed by the Company, all on the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties intending to be legally bound agree as follows:

1.       Employment.

         Subject to and pursuant to the terms of this Agreement, effective as of
the date of this Agreement (the "Effective Date"), the Company hereby employs
the Executive, and the Executive shall be employed by and shall serve the
Company, in the capacity of President of SoftPlus, Inc., a wholly-owned
subsidiary of the Company ("SoftPlus"), reporting directly to the Chief
Executive Officer of the Company pursuant to the terms and conditions of this
Agreement, and Executive hereby accepts such employment.

2.       Term.

         Subject to the provisions for earlier termination provided herein, the
term of this Agreement (the "Term") shall commence on the Effective Date and
shall terminate one year from the date hereof.

3.       Duties.

         During the Term, the Executive shall be employed at the offices of the
Company in Cupertino, California, and shall have all duties and responsibilities
customarily associated with the position of President of SoftPlus, including
duties determined by the Board of Directors of the Company (the "Board") and the
Chief Executive Officer of the Company. The Executive shall also serve as a
member of the Board for the unexpired term of the vacancy on the Board ending on
the date of the annual meeting of the USI Stockholders in 2001, subject to
removal pursuant to the terms of the Company's Certificate of Incorporation and
Bylaws. The Executive shall devote his full time, ability, attention, energy,
knowledge and skill to perform all duties as assigned or delegated to him by the
Board and Chief Executive Officer of the Company.



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4.       Compensation.

         For services rendered by the Executive during the Term pursuant to this
Agreement, the Company shall pay or award compensation to Executive as follows:

         4.1. Base Compensation. The Company shall pay to the Executive a base
salary ("Base Compensation") of $200,000 (USD) per annum, payable in accordance
with the Company's customary payroll practices for its officers.

         4.2. Bonus Compensation. In addition to the Base Compensation, the
Board (or the Compensation Committee of the Board) may in its discretion award
the Executive a performance bonus (the "Performance Bonus") in cash or stock
options commensurate with the Executive's, the Company's and SoftPlus's
performances.

         4.3. Withholding. The Company shall deduct and withhold from the
compensation payable to the Executive hereunder any and all applicable federal,
state and local income and employment withholding taxes and any other amounts
required to be deducted or withheld by the Company under applicable statute or
regulation.

5.       Additional Benefits. In addition to Base Compensation and Performance
Bonus provided for in Section 4 above, in connection with the Executive's
employment by the Company, the Executive shall be entitled to receive:

         5.1. all fringe benefits customarily offered by the Company to its
senior executive officers, including without limitation, health plan benefits,
expense accounts, participation in any Company stock compensation plan and the
various employee benefit plans or programs (collectively, the "Benefit Plans")
provided to the employees of the Company in general, subject to the eligibility
requirements with respect to each such Benefit Plan, and to such other benefits
or perquisites as may be approved by the Board during the Term;

         5.2. reimbursement from the Company for all customary, ordinary,
reasonable and necessary business expenses incurred by the Executive in the
performance of his duties and responsibilities hereunder; and

         5.3. vacation benefits available under the Company's vacation policy in
effect for its senior executive officers, which may not be carried over from
year to year.

6.       Termination of Employment. The Executive's employment with the Company
shall terminate upon any one of the following events:

         6.1. Termination for Cause. Company may terminate the Executive's
employment upon fourteen (14) days written notice sent to the Executive stating
the Company's determination, made in good faith, that it is terminating the
Executive for "cause." For purposes of this Agreement, "cause" shall mean
termination based on:

              6.1.1. the failure or the refusal of the Executive to follow
lawful and proper directives of the Board or Chief Executive Officer of the
Company;

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              6.1.2. the Executive's material breach of this Agreement which, if
capable of cure, is not cured fully within ten (10) days after written notice
from the Board or Chief Executive Officer of the Company to the Executive
identifying such breach, provided, that such ten (10) day period shall be
extended to thirty (30) days if such breach is not reasonably susceptible to
cure within ten (10) days and the Executive shall have commenced to cure within
such ten (10) day period and is then proceeding with due diligence to cure such
breach;

              6.1.3. conviction of the Executive for (x) any crime constituting
a felony in the jurisdiction in which committed, (y) any crime involving moral
turpitude (whether or not a felony) or (z) any other criminal act against the
Company involving dishonesty whether or not a felony or willful misconduct
intended to injure the Company;

              6.1.4. substance abuse (including drunkenness) by the Executive
which is repeated after written notice from the Board or Chief Executive Officer
of the Company to the Executive identifying such abuse;

              6.1.5. willful malfeasance or gross misconduct by the Executive
which discredits or damages the Company; or

              6.1.6. conviction of or a no contest plea by the Executive for a
violation of the federal securities laws.

         6.2. Termination Without Cause. Company may terminate the Executive's
employment upon fourteen (14) days written notice sent to the Executive stating
that the Company is terminating his employment, without cause, which notice can
be given by the Company at any time after the Effective Date at the Company's
sole discretion, for any reason or for no reason.

         6.3. Voluntary Termination. The Executive may terminate the Executive's
employment effective upon fourteen (14) days written notice sent to the Company
from the Executive stating that the Executive is electing to terminate his
employment.

         6.4. Termination Upon Disability. Company may terminate the Executive's
employment upon fourteen (14) days written notice sent to the Executive stating
that the Company's determination made in good faith that, due to a mental or
physical incapacity of the Executive, the Executive has been unable to perform
his duties under this Agreement for a period of not less than three (3)
consecutive months.

         6.5. Termination Upon Death. The Executive's employment will terminate
immediately upon the Executive's death.

7.       Payment Upon Termination of Employment.

         7.1. Termination for Cause, Termination Without Cause or Voluntary
Termination. Upon any termination of the Executive's employment pursuant to
Section 6.1, 6.2 or 6.3the Company shall immediately pay to the Executive the
compensation and benefits otherwise payable to the Executive under Sections 4
and 5 through the date of termination. Additionally, if the termination is
pursuant to Section 6.2, the Company shall continue to pay to the Executive the
compensation and benefits otherwise payable to the Executive under Sections 4
and 5 through the Term. The Executive's rights under the Company's benefit plans
of general application shall be determined under the provisions of those plans.

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         7.2. Termination upon Disability. In the event of termination of the
Executive's employment with the Company pursuant to Section 6.4, the Company
shall:

              7.2.1. immediately pay to the Executive the compensation and
benefits otherwise payable to the Executive under Sections 4 and 5 through the
date of termination, less any amounts received by the Executive from any
Company-sponsored or SoftPlus-sponsored disability plan.

              7.2.2. for three (3) months from the termination date, the Company
shall continue to pay to the Executive all compensation and benefits otherwise
payable to the Executive under Sections 4 and 5 at the Executive's then-salary,
less any amounts received by the Executive from any Company-sponsored or
SoftPlus-sponsored disability plan, further, less applicable withholding taxes,
payable on the Company's normal payroll dates during that period.

         7.3. Termination upon Death. In the event of termination of the
Executive's employment with the Company pursuant to Section 6.5, all obligations
of the Company shall cease, except the Company shall immediately pay to the
Executive (or to the Executive's estate) the compensation and benefits otherwise
payable to the Executive under Sections 4 and 5 through the date of termination.

8.       No Conflicting Agreements. The Executive warrants that he is under no
obligation which would violate or be in conflict with the terms and conditions
of this Agreement.

9.       Resignation of Positions. Upon termination of employment for any reason
whatsoever, the Executive shall be deemed to have resigned from all offices and
directorships then held with the Company and all subsidiaries of the Company.

10.      Binding Effect; Assignment. Except as otherwise provided herein, the
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and permitted assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement. The Executive, and
any beneficiary or legal representative of the Executive, shall not assign all
or any portion of the Executive's rights or obligations under this Agreement
without the prior written consent of the Company.

11.     Notices. Any notice, request, instruction or other document to be given
hereunder by any party to any other party shall be in writing and shall be
deemed to have been given (i) if mailed with the United States Postal Service by
prepaid, first class, certified mail, return receipt requested, at the time of
receipt by the intended recipient, or (ii) if sent by facsimile transmission,
when so sent and receipt acknowledged by an appropriate telephone or facsimile
receipt (followed by a hard copy mailed in accordance with clause (i) of this
Section 11) addressed as follows:

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                  If to the Company, addressed to:

                                    U.S. Interactive, Inc.
                                    2012 Renaissance Boulevard
                                    King of Prussia, PA 19406
                                    Phone: (610) 313-9700
                                    Fax: (610) 382-8908
                                    Attn:  Chief Executive Officer

                  If to the Executive:

                                    Mr. Mohan Uttarwar
                                    18900 Stevens Creek Boulevard
                                    Suite 101
                                    Cupertino, CA 95014

or such other address as may be given from time to time under the terms of this
notice provision.

12.       Entire Agreement. This Agreement and the documents referred to herein
constitute the entire agreement among the parties and no party shall be liable
or bound to any other party in any manner by any warranties, representations, or
covenants except as specifically set forth herein or therein.

13.       Amendments and Waivers. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto. No
amendment or waiver may be charged against a party without that party's prior
written consent. Any amendment or waiver effected in accordance with this
paragraph shall be binding upon each transferee of any party hereto.

14.       Titles and Subtitles. The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.

15.       Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
each of which shall be deemed an original.

16.       Severability. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of this Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.

17.       Governing Law. This Agreement shall be governed by and construed under
the laws of the state of Delaware, without reference to conflicts of laws
principles.

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18.        Mediation and Arbitration. Any dispute which may arise between the
parties hereto as to the construction, interpretation or effect of this
Agreement which is not resolved by mutual agreement between the parties, shall
first be submitted to nonbinding mediation on terms and conditions to be
mutually agreed upon by the parties. In the event that a dispute is not resolved
by nonbinding mediation, the disputing party may give the other party notice of
such party's intention to cause the same to be submitted to arbitration. After
fifteen (15) days have elapsed from the giving of such notice, but not before
such time, the party who gave such notice may cause any such dispute which then
remains unresolved to be submitted to arbitration by submitting the same to the
office of the American Arbitration Association (the "AAA") acting in the state
of incorporation of the Company as determined by the Company (or any successor
thereto, but if no organization is then performing a function reasonably similar
to the AAA, then to a court of competent jurisdiction in accordance with the
rules of such court) with a request for arbitration to be conducted in
accordance with the rules thereof by one (1) arbitrator to be jointly selected
by the parties. The prevailing party's expenses, including without limitation
attorneys' fees, in connection with such arbitration shall be borne by the
losing party; provided, however, that if liability is allocated by the
arbitrator between the parties, the expenses of such arbitration, including
without limitation the parties' attorneys' fees, shall be borne by the parties
in proportion to their respective percentages or proportions of liability
assessed by the arbitrator. The decision of the arbitrator as to all matters
properly submitted to such arbitrator and as to the apportionment of expenses of
arbitration shall be conclusive and binding upon the parties and judgment upon
any award may be entered in any court of competent jurisdiction.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                   U.S. INTERACTIVE, INC.


                                   By:_________________________________
                                            Stephen T. Zarrilli
                                            Chief Executive Officer



                                   ____________________________________
                                   Mohan Uttarwar




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