Exhibit 10B--Employmnet Agreement



Employment
Agreement


By and AmongFocVs

Technologies, Inc.


andeasyQual.com,

Inc.


andEdward

Nichols


EMPLOYMENT
AGREEMENT


        This
Employment  Agreement (this "Agreement") is made and entered into as of December
13, 2000 (the  "Effective  Date"),  by and among  FocVs  Technologies,  Inc.,  a
Colorado corporation (the "Company"), easyQual.com, Inc., a Colorado corporation
(the "Parent Company") and Edward Nichols (the "Executive").


BACKGROUND


        The
Company is engaged in the business of providing, acquiring, developing,
marketing, and managing the marketing on a national basis those products and
processes for financial and service businesses and products via the internet
through its own proprietary technology service provider or automated financial
services provider (the “TSP” or the “Business”). The Company
wishes to employ Executive as Vice-President of the Company and Executive
desires to be so employed, upon the terms and conditions set forth in this
Agreement. 


AGREEMENTS


        
In consideration of the mutual covenants set forth in this Agreement, the
Company and Executive agree as follows: 


        1.
Definitions.   For  all  purposes  of  this   Agreement,   the  following
capitalized terms shall have the following meanings, and other capitalized terms
shall have the meanings stated elsewhere in this Agreement:


        
1.1 “Affiliate” means any Person (i) which, directly or
indirectly, Controls, is Controlled by, or is under common Control with, the
Company or (ii) if the Person is a natural person, any person related to such
Person by blood, adoption or marriage. 


        
1.2 “Control” means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policy of any
entity, whether through the ownership of voting securities or by any right to
vote the same, by contract, or otherwise, or the ownership, directly or
indirectly, of ten percent (10%) or more of the equity or profits interests in
such entity. 


        1.3
“Intellectual  Property”  means all trademarks,  trade names,  service
marks,  service names, logos,  patents,  patent rights,  patent applications and
other proprietary rights, including but not limited to the Company’s right,
title  and  interest  in and  to all  worldwide  marketing  rights,  copyrights,
copyright registrations,  copyright applications,  patent rights, trade secrets,
Know-How,  inventions,  inventors’  notes, white papers, drawings, designs,
utility  models,  design  protections,  and any right,  title or interest of the
Company in, to or under any of the foregoing  provided by the laws of any nation
or jurisdiction. 


        
1.4  “Know-How”  means  Company’s  confidential  and  proprietary
operating  know-how and technology  used or capable of being used to produce any
Internet  Related  application or telephony  application  and programs,  whether
existing 
 in laboratory notebooks,  reports, memoranda, computer data
bases, computer programs or related tangible or intangible items.










        
 1.5 “Person” means an individual, partnership, corporation,
association, trust, joint venture, unincorporated organization, or any
government, governmental department or agency or political subdivision thereof. 


        1.6
“Projections”  means  the pro  forma  statement  of cash  flow for the
Company attached as Exhibit A to this Agreement.


        
1.7 “Sale” means the merger of, or the sale or conveyance of
all or substantially all of the assets of, the Company, except by or into an
Affiliate of the Parent Company . 


        1.8
“Technical Documentation” means all technical and descriptive
materials relating to the acquisition, design, development, use or maintenance
of any Internet related computer software programs, mortgage or loan processing,
underwriting or interface computer programming code (object code and source
code), program documentation and materials. 


        1.9
“Termination By Company For Cause” means (a) the termination by the
Company of Executive’s employment (i) based on a determination that
Executive has engaged in conduct constituting willful misconduct or gross
negligence, or breach of a fiduciary duty, or (ii) because Executive has
materially breached or violated any of the provisions of the Company’s
employee handbook or other policies in effect from time to time that are
applicable to similarly-situated employees of the Company and that by their
terms may result in termination of employment, or (iii) because Executive has
breached in any material respect this Agreement (and, only if correction or cure
is possible, Executive has failed to correct or cure such breach within 30 days
after receiving notice from the Company specifying such breach in reasonable
detail, provided that if the breach as to which the Company gives such notice is
the same as or substantially similar to a breach that was the subject of a prior
notice by the Company, a Termination By Company for Cause will be deemed to have
occurred upon the giving of such notice, or (b) the termination by the Company
of Executive’s employment because he has been convicted of a felony or any
act involving the misuse or misappropriation of money or other property of
Company, or been adjudged by a court of competent jurisdiction to have defrauded
the Company, any Affiliate of the Company or any customer of the Company; (c)
Executive has made any materially false statement or misrepresentation in the
Consulting Development Agreement to which this contract is a part; or (d) the
termination by the Company of Executive’s employment because of
Executive’s failure to meet the minimum standards of performance set forth
in Exhibit A. 


        1.10
“Termination By Executive For Good Reason” means a termination by
Executive of his employment with the Company based on (i) a material diminution
of Executive’s duties as Vice-President of the Company, (ii) the breach by
the Company in any material respect of this Agreement (and, only if correction
or cure is possible, the failure by the Company to correct or cure such breach
within thirty days after receiving notice from Executive specifying such breach
in reasonable detail, provided that if the breach is the same as or
substantially similar to a breach that was the subject of a prior notice by
Executive, a Termination by Executive for Good Reason will be deemed to have
occurred upon the giving of such notice), or (iii) the Company ceasing to be
engaged in the Business or in any business that is substantially similar to the
Business, or (iv) the occurrence of a Sale. 


        1.11
“Termination By Company Without Cause” means a termination by the
Company of Executive’s employment that is not a Termination By Company for
Cause. 


        1.12
“Termination By Executive Without Good Reason” means a termination by
Executive of his employment with the Company that is not a Termination By
Executive For Good Reason. 


        2.
Employment.


        2.1
Employment. The Company hereby employs Executive in the capacity of
Vice–President of the Company and Executive hereby accepts such employment,
all subject to the terms and conditions set forth in this Agreement. Executive
will be responsible for the design, development, and implementation of the
national design, technical make-up and implementation of the business plan of
the Company and related service software applications and products, subject to
the direction and control of the Board of Directors of the Company, at all times
maintaining auditable records, accounts 







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and operations which
conform to the Parent Company’s Certified Public Accountant’s and
Regulatory demands for compliance with the laws, rules and regulations of the
Securities Exchange Commission, the NASD, RESPA, Truth in Lending and other
similar such laws and will perform such duties with respect to the Company as
are normally required of a Vice President of a technology company. Executive
shall report to Dean Kramer, Scott Salzman, Jim Saunders and Scott Sax and be
subject to the direction of the Parent Company. 


        2.2
Time  Devoted.  During the Employment Term,  Executive will devote all of
his business time, attention and skills to the Company.


        2.3
Reimbursement. The Company shall reimburse the Executive for all
reasonable expenses he incurs related to the Company’s business, including
expenses for travel, entertainment of business associates, service and usage
charges for business use of cellular phones and similar items, upon presentation
by the Executive from time to time of an itemized account of such expenditures. 


        3.
Term of Employment. The employment by the Company of Executive pursuant
to this Agreement will commence on the Effective Date and will expire on the
second anniversary of the Effective Date, or on such earlier date as
Executive’s employment is terminated pursuant to Section 5. The period of
such employment is referred to as the “Employment Term.” 


        4.
Compensation:  Deferred Compensation:  Non-Competition Consideration: Expense
Reimbursement; Benefits.


        4.1
Base Salary and Bonus.


        (a)
Base Salary.  The Company will pay to Executive, as his base compensation
for all  services  to be rendered by him  pursuant to this  Agreement,  a salary
(“Base  Salary”)  at the rate of One Hundred Twenty Five Thousand U.S.
dollars ($125,000.00) per annum for the period beginning on the Effective
Date and  continuing  for such periods as may be mutually  agreed herein between
the Company and the Executive for succeeding  annual periods;  however  provided
that Executive  shall have this Agreement  automatically  renewed for succeeding
annual periods provided that the minimum  performance  standards as set forth on
Exhibit A hereto are met for the first two years.


        4.2
Non-Competition Consideration. None.


        4.3
Incentive Compensation. See Exhibit B.


        4.4
Employment Benefits.


        (a)
The Executive shall be entitled to a minimum of fifteen (15) days of paid
vacation during each year of his employment with the Company, or as may be more
favorably provided in accordance with Company practice in that year. The
Executive shall also be entitled to leave for illness or temporary disability,
which may be paid or unpaid, in accordance with the policies of the Company in
effect at that time. 


        (b)
The Company shall provide the Executive and his dependents with health insurance
coverage.


        (c)
Executive will be entitled to all additional benefits which the Company may from
time to time make generally available to similarly situated employees, such as
participation in welfare benefit plans (including group insurance plans),
subject, in any event, to applicable eligibility requirements. In addition, the
Company shall employ such staff as reasonably requested by Executive to meet the
demands of his office and provide such tools, facilities and equipment
reasonably required to perform the tasks of Vice-President of the Company. 


        5.
Termination.


        5.1
Death. The Employment Term will terminate automatically in the event of
Executive’s death. Upon such termination, Executive will be entitled to
receive the payments described in Section 5.5(a). 


        5.2
Disability. If Executive becomes Disabled, subject to the restrictions of
applicable law the Company may elect to terminate the Employment  Term by giving
written notice of  termination to Executive,  which notice will specify the date
of  termination.  Upon such  termination,  Executive  will be released  from any
duties under (except as stated in Section 6) and will be entitled to receive the
payments described in Section 5.5(a).  “Disabled”  means the inability
of  Executive  substantially  to  perform  his  duties  for a period  of  ninety
consecutive  days or for a total of 180 days or more in any 360 day  period as a
result of a physical or mental illness, all as determined in good faith and on a
reasonable basis by Parent Company.  Parent Company will be deemed to have acted
in good faith if it acts in  reliance  on the  advice of one or more  physicians
reasonably  believed  by the Parent  Company to be  competent  in such  matters.






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        5.3
Termination By Company For Cause or Termination By Executive Without Good
Reason. The Employment Term will be terminated by a Termination By Company
For Cause or a Termination By Executive Without Good Reason. Upon either such
termination, Executive will be released from all duties under this Agreement
except as stated in Section 6) and will be entitled to receive the payments
described in Section 5.5(b). 


        5.4
Termination By Company Without Cause or Termination By Executive For Good
Reason. The Employment Term will be terminated by a Termination By Company
Without Cause or a Termination By Executive For Good Reason. Upon either such
termination, Executive will be released from all duties under this Agreement
(except as stated in Section 6) and Executive will be entitled to receive the
payments described in Section 5.5(a). 


        5.5
Payment Upon Termination. If the Employment Term is terminated before the
second anniversary of the Effective Date, in addition to any rights to payments
Executive may have under Sections 4.4 and 4.5, Executive shall be entitled to
the following which when paid or granted will be deemed to be paid or granted in
final settlement of any claims in connection with such termination Executive may
have against the Company or any Affiliate of the Company and after such payments
are made and, if applicable, rights granted, the Company and its Affiliates will
have no liability or obligation of any kind to Executive in connection with such
termination: 


        (a)
If there occurs a Termination  By Company  Without  Cause,  or a Termination  by
Executive for Good Reason,  or if Executive dies or his employment is terminated
by the Company  because he becomes  Disabled,  then  Executive (or his executor,
administrator or personal  representative,  as the case may be) will be entitled
to receive,  in regularly scheduled monthly payments after the effective date of
termination,  (i) Base Salary to and including the next  anniversary of the date
of this Agreement.


        (b)
If there occurs a Termination by Company For Cause or a Termination by Executive
Without  Good  Reason,  the Company  will pay to  Executive in a lump sum within
thirty  days after the  effective  date of  termination,  (i) Base Salary to and
including the effective date of such termination.


        5.6
Effective Date of Termination. The effective date of a termination of
Executive’s employment will be: (i) in the case of a Termination By Company
Without Good Cause, the date specified in a notice given by the Company to
Executive or, if no date is specified, on the date such notice is given; (ii) in
the case of a Termination By Executive Without Good Reason, the date specified
in a notice given by Executive to the Company or, if no date is specified, the
date on which such notice is given; (iii) in the case of a Termination By
Executive For Good Reason, the date notice of termination is given by Executive
or, if the Company is entitled to attempt to correct or cure the breach giving
rise to such proposed termination, the date that is thirty days after such
notice is given if such breach is not corrected or cured as of that date; (iv)
in the case of a Termination By Company For Cause, the date notice of
termination is given by the Company or, if Executive is entitled pursuant to
Section 1.13 to attempt to correct or cure the breach giving rise to such
proposed termination, the date that is thirty days after such notice is given if
such breach has not been corrected or cured as of that date; (v) in the case of
Executive’s death, the date of death; and (vi) in case Executive is
determined to be Disabled, the date the Parent Company determines that Executive
is Disabled. 


        6.
Confidentiality; Nondisclosure; Noncompetition.


        6.1
“Confidential Information” Defined. “Confidential
Information” means any and all information and data (oral or written)
relating to the Company or any Affiliate of the Company that is disclosed or
becomes known to Executive that is disclosed or becomes known to Executive
during the Employment Term as a direct or indirect result of Executive’s
employment by the Company which derives independent economic value, actual or
potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use and is the subject of efforts to maintain its secrecy
that are reasonable under the circumstances, including, but not limited to,
information and data relating to trade secrets, Intellectual Property, computer
software programs, Technical Documentation, customer lists, sales records and
other proprietary commercial information, business strategies, acquisition and
divestiture plans, sales and product information, financial or marketing data,
customer information, technology, manufacturing or other processes, product
formulations, information regarding applications and submissions (relating to
existing and proposed products or services) made to regulatory authorities, new
product or service plans, product or service development efforts, and other
commercial, product and service data, and information of a legal nature
(including information relating to existing, potential or threatened lawsuits by
or against the Company). 





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        6.2
Nondisclosure of Confidential Information.


        (a)
During  the  Employment  Term  and  for so  long  afterwards  as  the  pertinent
information  or  data  remains  Confidential  Information,  Executive  will  not
directly or indirectly  communicate,  disclose or disseminate  any  Confidential
Information  received by Executive or use any such Confidential  Information for
Executive's own benefit or that of any Person other than the Company without the
prior   written   consent  of  the  Company   except  when  and  to  the  extent
that:


        
        (i) such Confidential
Information is or late becomes generally available to the public through no
fault of Executive; or (ii) disclosure of any or all such Confidential
Information is by order of a court of competent jurisdiction; and in such event,
Executive will provide notice to the Company as soon thereafter as reasonably
possible of the service upon him or his representative of any subpoena or other
court order requiring such disclosure. 


        6.3
No Solicitation of Employees or Others. Executive will not, during the
Employment Term and for a period of two years thereafter, directly or
indirectly, without the prior written consent of Parent Company, hire, offer to
hire, entice away or in any other manner persuade or attempt to persuade any
then employee, officer, agent, lessor, lessee, licensee, customer or supplier of
the Company or any prospective customer or supplier which is actively
negotiating with the Company at the time of termination of the Employment Term,
to discontinue or alter (in a way that is adverse to the Company) his or its
relationship with the Company. 


        6.4
Non-competition. During the Employment Term and for a period of two years
thereafter, Executive will not directly or indirectly engage in competition with
the Company by (i) being associated in any capacity (whether as employee,
shareholder, owner, consultant, agent or otherwise and either on his own behalf
or on behalf of any other Person with whom he may be employed or associated)
with any Person that sells or offers to sell any products or services which are
in the same line of business as the Business and which compete in any area
within the United States where the products or services are offered or sold or
proposed to be offered or sold by the Company, or (ii) solicit or accept any
business (or help any other Person solicit or accept any business) from any
Person or entity which on the date of this Agreement is a customer of the
Company or which during the Employment Term becomes a customer of the Company.
Notwithstanding the foregoing, nothing herein shall prohibit Executive
from owning five percent or less of any securities of a competitor if such
securities are listed on a nationally recognized securities exchange or traded
over-the-counter on the NASDAQ market or otherwise. 


        6.5
Rights to Inventions, Etc.


        (a)
All trade secrets, Intellectual Property, Technical Documentation, inventions,
discoveries, designs, programming, technology or improvements thereto (whether
any of the foregoing are patentable or not), specifically including but not
limited to, computer programs, internet systems applications and related
documentation or any other work of authorship conceived, created or made by
Executive, alone or with others, during the term of Executive's employment by
the Company, whether or not during working hours or on the Company's premises,
which are (i) within the scope of the Business or other business operations of
the Company, or a reasonable or contemplated expansion thereof, (ii) related to
any work or project of the Company, present or contemplated, (iii) created with
the aid of the Company's materials, equipment or personnel or (iv) based upon
Confidential Information to which Executive has had or may have access as a
result of or in connection with his employment with the Company ("Company
Developments"), are the sole and exclusive property of the Company; and
Executive hereby assigns all rights, title and interest in and to all Company
Developments to the Company. Executive will promptly disclose in writing to the
Company any and all Company Developments of which he has actual
knowledge.


        (b)
If copyright protection is available for any Company Development, such Company
Development will be considered a work made for hire under the copyright laws and
will be the exclusive property of the Company. 


        (c)
Executive will execute for the benefit of the Company, at no expense to
Executive and without any additional compensation to Executive, all patent
applications, assignment instruments, affidavits and other documents which may
be determined by counsel to the Company to be necessary or desirable (a) to vest
in the Company all rights to Company Developments and (b) to enable the Company
to obtain patent coverage thereon (if applicable) in any and all countries.
Executive will execute and deliver any such documents required to comply with
this Section 6.5 at any time as requested by the Company, whether or not
Executive remains in the employ of the Company. 






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        (d)
Executive will treat Company Developments as confidential and will not use
Company Developments for any purpose other than in furtherance of his employment
by the Company and such confidential and nonuse status will be preserved until
such time as the subject Company Developments become public knowledge through no
fault of Executive or through no fault of any third party who is contractually
obligated to the Company to maintain those Company Developments in confidence.



        (e)
Executive hereby assigns any and all trade secrets, Intellectual Property,
Technical Documentation, inventions, discoveries, designs, programming,
technology or improvements thereto, specifically including but not limited to,
computer programs and related documentation or any other work of authorship
conceived, created or made by Executive while employed at the
Company.


        6.6
Injunctive Relief. The parties acknowledge and agree that: (a) the
Company will be irreparably injured in the event of a breach by Executive of any
of his obligations under this Section 6; (b) monetary damages will not be an
adequate remedy for any such breach; (c) the Company will be entitled to
injunctive relief, in addition to any other remedy which it may have, in the
event of any such breach; and (d) the existence of any claims which Executive
may have against the Company, whether under this Agreement or otherwise, will
not be a defense to the enforcement by the Company of any of its rights
under this Section 6. 


        6.7
Return of Documents.


        (a)
Upon the request of the Company, and, in any event, upon the termination of the
Employment Term, Executive will return all Confidential Information received by
Executive at any time during his employment by the Company in whatever form
contained or embodied. 


        (b)
In addition, upon the request of the Company, and in any event, upon the
termination of the Employment Term, Executive shall return all originals and
copies of books, records, documents, sales materials, tapes, keys, credit cards
and other tangible property of Company within Executive’s possession or
under his control. 


        6.8
Acknowledgment. Executive acknowledges that he will be directly and
materially involved as a senior executive in all important policy and
operational decisions of Company. Executive further acknowledges that the scope
of the foregoing restrictions has been specifically bargained between Company
and Executive, each being fully informed of all relevant facts. Accordingly,
Executive acknowledges that the foregoing restrictions of this Section 6 are
fair and reasonable, are minimally necessary to protect Company, its partners
and Affiliates and the public from the unfair competition of Executive who, as a
result of his employment with Company, will have had unlimited access to the
most confidential and important information of Company, its business and future
plans. Executive furthermore acknowledges that, as far as can be foreseen as of
the date of this Agreement, no unreasonable harm or injury will be suffered by
him from enforcement of the covenants contained herein and that he will be able
to earn a reasonable livelihood following termination of his employment
notwithstanding enforcement of the covenants contained herein. 


        6.9
Expenses. Executive, on the one hand, and the Company, on the other hand,
in addition to any other claims for damages such party may have under this
Agreement, will indemnify and hold harmless the party who prevails in any action
commenced in connection with a claim or controversy arising out of this Section
6, from and against any and all costs and expenses (including fees and
disbursements of the prevailing party’s counsel) arising out of such
action. 


        6.10
Non-exclusivity and Survival. The covenants of Executive contained in
this Section 6 are in addition to, and not in lieu of, any obligations which
Executive may have with respect to the subject matter of this Section, whether
by contract, as a matter of law or otherwise, and such covenants and their
enforceability will survive any termination of the Employment Term and
enforceability will survive any termination of the Employment Term by either
party and any investigation made with respect to the breach thereof by the
Company. 







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        6.11
Noninterference With Third-Party Rights. Executive represents and
warrants that (a) he is not a party to any agreement containing a non
competition clause or other restriction with respect to: (i) the services which
he is required to perform hereunder or (ii) the use or disclosure of any
information directly or indirectly related to the Company’s business, or
the services he is required to render pursuant hereto, and (b) only the Company
is entitled to the benefit of his work. 


        7.
Indemnification. The Company shall provide to the Executive, to the full
extent provided for under the laws of the Company’s state of incorporation
and the Company’s Bylaws, and except for cases of gross, willful or wanton
misconduct by the Executive, indemnification for claims or lawsuits which may be
threatened, asserted or commenced against the Executive by reason of the fact
that he is or was a director, officer, employee or other agent of the Company,
or is or was serving at the request of the Company as a director, officer,
employee or other agent of another corporation, partnership, joint venture,
trust, or other enterprise or employee benefit plan, provided that
indemnification shall not be provided in violation of applicable law. The
Executive shall cooperate with the Company in defense of such claims by the
Company. 


        8.
Miscellaneous Provisions.


        8.1
Execution in Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which taken
together will constitute one and the same agreement (and all signatures need not
appear on anyone counterpart), and this Agreement will become effective when one
or more counterparts has been signed by each party and delivered to the other
party. 


        8.2
Notices. All notices and other communications hereunder will be in
writing and will be deemed to be properly delivered or given if delivered in
person, by telecopy or by first class, prepaid, registered or certified mail, as
follows: 

	      
      
        If to the Company, to:	
FocVs Technologies, Inc.

6725 East Tennessee Suite 500

Denver, Colorado 80236

Telecopy No.: (303) 322-6999

Attn: Executive Vice President




	      
      
        with a copy to:	
Thomas F. Pierson, P.C.

1004 Depot Hill Rd. #1E

Broomfield, Co. 80020

Attn: Legal Department




	      
      
        If to Executive to:	
Edward Nichols

101 University Blvd., #420

Denver, Colorado 80206

(303) 388-1197





A party may change the
address to which notices are required to be sent by giving notice of such change
in the manner provided in this paragraph, provided that such notice will not be
effective until actual receipt by the other party. Notice will be deemed given:
(i) if delivered in person, upon receipt; (ii) if by telecopy, addressed as
provided above, on the date received if received during normal business hours,
and on the day following receipt if received after normal business hours; and
(iii) if by mail, addressed as provided above, on the date of first attempted
delivery. A party may change the address to which notices are to be delivered by
giving notice of such other address to the other party in the manner provided
above. 


        8.3
Amendment. No provision of this Agreement may be modified, amended,
waived or discharged in any manner except by a written instrument executed by
each of the parties hereto. 


        8.4
Entire Agreement. This Agreement constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements and understandings of the parties hereto, oral and written with
respect to the subject matter hereof. 


        8.5
Applicable. This Agreement will be governed by the laws of the State of
Colorado applicable to contracts made and to be wholly performed therein without
regard to its choice of law provisions. 






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        8.6
Headings. The headings contained herein are for the sole purpose of
convenience of reference and will not in any way limit or affect the meaning or
interpretation of any of the terms or provisions of this Agreement. 


        8.7
Binding Effect: Benefits: Successors. Executive may not delegate his
duties or assign his rights under this Agreement. This Agreement will inure to
the benefit of, and be binding upon, the parties and their respective heirs,
legal representatives, successors and permitted assigns. The Company will (i)
require any successor (whether direct or indirect and whether by purchase,
merger, consolidation or otherwise) to the Business of the Company, by an
agreement in form and substance reasonably satisfactory to Executive, to assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform if no such succession had taken
place, and upon such assumption all references in this Agreement to the Company
will be deemed, mutatis mutandis, to be references to the successor and
(ii) prior to permitting any such assumption, determine in good faith that the
successor is reasonably likely to be financially capable of performing the
obligations of the Company under this Agreement. Nothing in this Section will
affect the rights of Executive upon a Termination By Executive For Good Reason
based on a sale. 


        8.8
Waiver, etc. The failure of either of the parties at any time to enforce
any of the provisions of this Agreement will not be deemed or construed to be a
waiver of any such provision or in any way to affect the validity of this
Agreement or any provision hereof or the right of either of the parties
thereafter to enforce each and every provision of this Agreement. No waiver of
any breach of any provision of this Agreement will be effective unless set forth
in a written instrument executed by the party against whom or which enforcement
of such waiver is sought and no waiver of any such breach will be construed or
deemed to be a waiver of any other or subsequent breach. 


        8.9
Severability. If in any jurisdiction any term or provision hereof is
invalid or unenforceable: (i) the remaining terms and provisions thereof will be
unimpaired; (ii) any such invalidity or unenforceability in any jurisdiction
will not invalidate or render unenforceable such provision in any other
jurisdiction; and (iii) the invalid or unenforceable term or provision will, for
purposes of such jurisdiction be deemed replaced by a term or provision as
determined by a court, that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term or provision (but
such replacement will not in any case be more restrictive or burdensome on
Executive in any material respect). 


        8.10
Capacity, etc. Executive hereby represents and warrants to the Company
that: (i) he has full power, authority and capacity to execute and deliver this
Agreement, and to perform his obligations hereunder; (ii) such execution,
delivery and performance will not (and with the giving of notice or lapse of
time or both would not) result in the breach of any agreement or other
obligations to which he is a party or otherwise bound or subject; and (iii) this
Agreement is a valid and binding obligation of Executive enforceable against
Executive in accordance with its terms. The Company hereby represents and
warrants to Executive that: (i) it has received all necessary approvals and
consents for the execution of this Agreement; and (ii) this Agreement is a valid
and binding obligation of the Company enforceable against the Company in
accordance with its terms. 


        8.11
Binding Arbitration. In the event of any dispute between Executive and
the Company with respect to this Agreement, prior to initiating any legal action
with respect thereto, Executive and the Company shall submit their grievances to
binding, enforceable arbitration to be held before the Judicial Arbiter Group in
Denver, Colorado using the commercial arbitration rules of the American
Arbitration Association. 


        IN
WITNESS WHEREOF, this Agreement has been executed and delivered by the parties
hereto as of the date first above written.


FOCVS TECHNOLOGIES, INC.



By:///Signed//        
                
                
                
                
///Signed//        
                
                
                
                

           Scott
Salzman, President             
   
                
                
Edward Nichols, Executive



EASYQUAL.COM, INC.



By:///Signed//        
                
   

           James C.
Saunders, Chairman








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Exhibit A to
Employment Agreement

Edward Nichols

Performance Standards


_________________________________________           ______________________________________
____________SEATS PER QUARTER_________              _____________SALES PER QUARTER______
            -----------------                                    -----------------
                                      First Year
Q1------------------25--------------                    ------------------$25,000.00--------
__________

Q2------------------50--------------                    ------------------$50,000.00--------
Q3------------------75--------------                    ------------------$75,000.00--------
__________

Q4-----------------100--------------                    ------------------$100,000.00-------
                                      Second Year
Q1------------------75---------------                   ------------------$75,000.00--------
__________

Q2------------------75---------------                   ------------------$75,000.00--------
Q3------------------75---------------                   ------------------$75,000.00--------
__________

Q4------------------75---------------                   ------------------$75,000.00--------


        The
foregoing performance criteria represent the minimum standard for performance
under the preceding employment agreement and are to be considered concurrently
as requirements under the contract of employment. In the event Executive exceeds
the minimum performance set forth above in any single quarter, such excess shall
be credited to the following quarter’s minimum requirement. 


EXHIBIT B


        On
the Effective Date, easyQual.com, Inc. shall grant to Executive 600,000 options
to acquire shares of easyQual cormnon stock, which shall be exercisable upon the
completion of the following sales milestones regarding easyQual’s
Application Service Provider, FocVs: 


	 	
1.    At
750 seats, 200,000 shares shall be exercisable at an exercise price of $0.50 per
share;




	 	
2.    At
1000 seats, 200,000 shares shall be exercisable at an exercise price of $0.70
per share;




	 	
3.    At
1250 seats, 200,000 shares shall be exercisable at an exercise price of $1.00
per share.





        The
options shall be exercisable on a pro-rata basis in the event that the seat
sales by Executive are between 751 and 1249. Options that have not vested by two
years shall expire. Once vested, options shall remain exercisable for five
years. The Executive shall receive registration rights for the options on. terms
similar to other members of easyQual’s senior executive management. 







9