<PAGE>   1
                                                                    Exhibit 10.4

     Exhibit 10.4 is a form of Employment Agreement entered into between each of
the below named executive officers and significant employees. Each employment
agreement is identical in form with the exception of the base salary, restricted
stock grants, options and exercise price and severance payments; all of which
are set forth in the following tables.

                        SUMMARY SHEET OF PRINCIPAL TERMS
                        TO FORM OF EMPLOYMENT AGREEMENTS

         The Company entered in employment agreements with its Executive
Officers and the following key employees:

<TABLE>
<CAPTION>
                                                          Date        Expiration
    Employee                    Position                 Entered         Date

<S>                      <C>                            <C>           <C>
Robert J. Donahue        Chief Executive Officer        15-May-00     15-May-03
                         and Chairman
Daniel M. Wickersham     President                      15-May-00     15-May-03
Pere Valles              Chief Financial Officer        28-Dec-00     15-May-03
Colum P. Donahue         Chief Operating Officer        15-May-00     15-May-03
                         and Secretary
Fred Bigney              VP of Network Planning         15-May-00     15-May-03
Mike Dombrowski          Director of Engineering        15-May-00     15-May-03
Ted Broa                 Director of Operations         15-May-00     15-May-03
Chuck Roelle             Controller                     15-May-00     15-May-03
Donna Janick             Director of Administration     15-May-00     15-May-03
</TABLE>

         The table summarizes the principal terms of the employment agreements:

<TABLE>
<CAPTION>
                                                Option Grants
                                              ------------------
                                 Restricted
                         Base       Stock     No. of    Exercise   Severance
    Employee            Salary     Grants     options     price     Payment
    --------            ------     ------     -------     -----     -------
<S>                    <C>       <C>          <C>       <C>        <C>
Robert J. Donahue      230,000      75,000    250,000      8.00    18 Months
Daniel M. Wickersham   200,000     425,000    225,000      8.00    12 Months
Pere Valles            175,000     425,000    150,000      0.75    12 Months
Colum P. Donahue       150,000      75,000    200,000      8.00    12 Months
Fred Bigney            180,000     125,000     75,000      8.00    6 Months
Mike Dombrowski        125,000      35,000    100,000      8.00    6 Months
Ted Broa               110,000      75,000     75,000      8.00    6 Months
Chuck Roelle            75,000     115,000    100,000      8.00    6 Months
Donna Janick            70,000     125,000    100,000      8.00    12 Months
</TABLE>

       The stock granted to the employees vests in the following manner: 44% on
September 15, 2001, 22% on May 15, 2002 and 34% on May 15, 2003. The options
have the following vesting schedule: 33% on May 15, 2001, 33% on May 15, 2002
and 33% on May 15, 2003.



                                       1
<PAGE>   2
         The Company may terminate the employment agreements only for cause. In
case of termination without cause, the employee is entitled to the severance
payment shown on the table above and to the acceleration in the vesting of the
stock and options granted.







                                       2
<PAGE>   3

                          FORM OF EMPLOYMENT AGREEMENT


         This EMPLOYMENT AGREEMENT is entered into by and between GlobalNet
International, Inc., a Delaware corporation (the "Company"), and Robert Jerome
Donahue, the undersigned individual ("Executive").

                                    RECITALS

         WHEREAS, the Company has or will participate in a reorganization
transaction resulting in the merger of DTAS Corporation, DTAC Corporation, and
Donahue Holdings, Inc. (the "Reorganization Transaction");

         WHEREAS, the Company is presently contemplating a merger transaction
that would result in the merger of the Company with Rich Earth, Inc., a Delaware
corporation (the "Merger Transaction");

         WHEREAS, the Company wishes to provide Executive with certain equity
incentives that are conditioned upon, among other things, the Company
consummating both the Reorganization Transaction and the Merger Transaction;

         WHEREAS, the Company contemplates that the terms and conditions of this
Employment Agreement shall survive the Reorganization Transaction and the Merger
Transaction and be binding upon any successor to the Company subject to the
consent and approval of such successor company;

         WHEREAS, the Company and Executive desire to enter into an Employment
Agreement setting forth the terms and conditions of Executive's employment with
the Company.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the Company and Executive agree as follows:

         1. Employment.

                  A. The Company hereby employs Executive to serve as its
         Chairman and Chief Executive Officer, and in such other positions as
         the Company may determine in its sole discretion from time to time. The
         term of employment shall commence on March 1, 2000 and expire on May
         15, 2003 (the "Employment Period" or "Term"), provided that this
         contract shall automatically renew for successive one year periods
         provided that during any renewal term either party shall have the right
         to terminate the agreement upon thirty (30) days advance


                                       3
<PAGE>   4
         written notice. The term shall be for the Employment Period, plus any
         renewal term, unless earlier terminated as set forth herein.

                  B. Duties and Responsibilities. Executive shall have the
         duties and responsibilities as assigned to him from time to time by the
         Chief Executive Officer and the Board of Directors of the Company.

                  C. Location. The initial location at which Executive shall
         perform services for the Company shall be the Chicago area.

         2. Compensation.

                  (a) Base Salary. Executive shall be paid a base salary equal
         to $230,000 per year ("Base Salary"), payable in no less than monthly
         installments consistent with Company's payroll practices. Executive's
         Base Salary shall be reviewed on an annual basis, by the Board of
         Directors of the Company to determine if such Base Salary should be
         increased for the following year in recognition of services to the
         Company.

                  (b) Executive may also be eligible to receive an annual
         performance bonus (the "Performance Bonus") each year based on the
         Company meeting annual revenue and earning targets (the "Performance
         Targets") established by the Board of Directors after consultation with
         the Executive. In the event that a Performance Bonus is earned by the
         Executive, it shall be payable within ninety (90) days after the end of
         each calendar year subject to the Executive being employed at the end
         of such calendar year or at such other time as the Board of Directors
         may determine.

                  (c) Payment. Payment of all compensation and bonuses to
         Executive hereunder shall be made in accordance with the relevant
         Company policies in effect from time to time, including normal payroll
         practices, and shall be subject to all applicable employment and
         withholding taxes.

         3. Other Employment Benefits.

                  (d) Business Expenses. Upon submission of itemized expense
         statements in the manner specified by the Company, Executive shall be
         entitled to reimbursement for reasonable ordinary and necessary
         business and travel expenses duly incurred by Executive in the
         performance of his duties under this Agreement.

                  (e) Benefit Plans. Executive and his immediate family shall be
         entitled to participate in the Company's medical and dental plans, life
         and disability insurance plans and retirement plans subject to the
         terms and conditions of such plans and the policies of the Company.
         Executive shall be entitled to participate in any other benefit plan
         offered by the Company to its employees during the term of this
         Agreement (other than stock option or stock incentive plans, which are
         governed by Sections 3(d) and (e) below). Nothing in this Agreement
         shall


                                       4
<PAGE>   5
         preclude the Company or any affiliate of the Company from terminating
         or amending any employee benefit plan or program from time to time.

                  (f) Vacation. Executive shall be entitled to fifteen (15)
         working days of vacation for each full calendar year of service to the
         Company, exclusive of legal holidays, as long as the scheduling of
         Executive's vacation does not interfere with the Company's normal
         business operations. Vacation days shall accrue on a monthly basis and
         any unused vacation days which have accrued through the date of
         termination shall be paid to Executive and any vacation days used, but
         not accrued shall be paid by Executive to Company, or deducted from any
         amounts due Executive. Vacation days shall be prorated for any partial
         year of service to the Company. Vacation days not used during a
         calendar year shall be carried forward until March 31 of the following
         year after which such vacation time shall be forfeited.

                  (g) Stock Options. As of May 15, 2000, the Company grants to
         Executive, options to purchase 25 shares of the Common Stock of the
         Company; provided, however, that such options shall not become
         exercisable unless and until the Company completes the Reorganization
         Transaction and the Merger Transaction. Upon the consummation of the
         Reorganization Transaction and the Merger Transaction, these options
         will convert into the right to buy 250,000 shares of Common Stock (the
         "Options") of Rich Earth, Inc. ("Rich Earth"), the name of which will
         be changed to GlobalNet, Inc. and will be governed by the GlobalNet,
         Inc. 2000 Stock Plan (the "Equity Incentive Plan") and any stock option
         agreement representing the Options. The Equity Incentive Plan shall be
         subject to the approval of the shareholders and directors of Rich Earth
         prior to or within a reasonable period of time after the consummation
         of the Merger Transaction. The Options shall be further subject to the
         following vesting schedule and other terms and conditions:

                  (i) The Options will vest only as follows:

<TABLE>
<CAPTION>
                          II.      Event                           Vesting Amount
<S>                              <C>                          <C>
                             1)  If Executive is still an     One-third of the Options
                                  employee of the Company
                                  on May 15, 2001.

                             2)  If Executive is still an     One-third of the Options
                                  employee of the Company
                                  on May 15, 2002.

                             3)  If Executive is still an     One-third of the Options
                                  employee of the Company
                                  on May 15, 2003.
</TABLE>



                                       5
<PAGE>   6
                  (ii) The exercise price under the Options shall be $8.00 per
         share of Common Stock of Rich Earth, the fair market value of the
         Common Stock on the date of grant of the Options, provided that there
         shall be no adjustment to the exercise price as a result of the
         Reorganization Transaction or the Merger Transaction.

                  (iii) The vested Options shall be exercisable until the
         earlier of five (5) years after vesting or ninety (90) days after
         termination of Executive's employment with the Company. Subject to
         Section 13, no additional vesting of the Options shall occur after
         Executive's death, disability, or cessation of employment with the
         Company for any reason.

                  (iv) Issuance of the Options shall be in accordance with all
         applicable securities laws and the other terms and conditions of the
         Company's Equity Incentive Plan. Executive acknowledges that the Equity
         Incentive Plan contains additional covenants, conditions, and
         restrictions that shall be applicable to this grant and may provide for
         the execution of additional documents in connection with the grant,
         exercise or disposition of these Options and the underlying Common
         Stock.

                  (v) Executive acknowledges that the Company does not make, nor
         has it authorized anyone to make on its behalf, any representations or
         warranties as to the value of the Options or the Common Stock
         underlying the Options today or in the future. Executive understands
         and acknowledges that both the Options and the underlying Common Stock
         may have no value. Executive understands and acknowledges that in the
         event the Company or Rich Earth makes available its capital stock,
         including without limitation its Common Stock, in a public offering or
         a private placement, it is likely that the outstanding securities,
         including without limitation its Common Stock underlying the Options,
         could be subject to a reverse split.

                  (vi) Executive and Company agree that that portion of the
         Options that qualify for treatment as Incentive Stock Options in
         accordance with Section 422 of the Internal Revenue Code shall be
         treated by the parties as such. Executive acknowledges that the
         following additional rules may apply to the treatment of Incentive
         Stock Options:

                           (a) The exercise price and vesting period of any
                  Stock Option intended to be treated as an Incentive Stock
                  Option must comply with the provisions of Section 422 of the
                  IRC and the regulations thereunder. As of the Effective Date,
                  such provisions require, among other matters, that: (A) the
                  exercise price must not be less than the Fair Market Value of
                  the underlying stock as of the date the Incentive Stock Option
                  is granted, and not less than 110% of the Fair Market Value as
                  of such date in the case of a grant to a Significant
                  Stockholder; and (B) that the Incentive Stock Option not be
                  exercisable after the expiration of ten (10) years from the
                  date of grant


                                       6
<PAGE>   7
                  or the expiration of five (5) years from the date of grant in
                  the case of an Incentive Stock Option granted to a Significant
                  Stockholder.

                           (b) The aggregate Fair Market Value (determined as of
                  the respective date or dates of grant) of the Common Stock for
                  which one or more Options granted to any Recipient under this
                  Plan (or any other option plan of the Company or any of its
                  subsidiaries or affiliates) may for the first time become
                  exercisable as Incentive Stock Options under the federal tax
                  laws during any one calendar year may not exceed $ 100,000.

                           (c) Any Stock Options granted as Incentive Stock
                  Options pursuant to this Plan that for any reason fail or
                  cease to qualify as such will be treated as Nonqualified Stock
                  Options. If the limit described in subsection (2) above is
                  exceeded, the earliest granted Stock Options will be treated
                  as Incentive Stock Options, up to such limit.

                  (h) Car. At all times during the Employment Period, the
         Company shall, at its expense, reimburse the Executive for lease
         payments not to exceed $1,500 per month with respect to a late model
         car of style and make of the Executive's choosing.

                  (i) No Other Benefits. Except as may be approved by the
         Company in writing, Executive understands and acknowledges that the
         compensation and benefits specified in Sections 2 and 3 of this
         Agreement shall be in lieu of any and all other compensation, benefits
         and plans.

         4. Executive's Business Activities. Executive shall devote his entire
business time, attention and energy exclusively to the business and affairs of
the Company and its affiliates, as its business and affairs now exist and as
they hereafter may be changed. Executive may serve as a member of the Board of
Directors of other organizations that do not compete with the Company, and may
participate in other professional, civic, governmental organizations and
activities that do not materially affect his ability to carry out his duties
hereunder. Provided however, this section shall not be construed as preventing
the Executive from (a) investing his personal assets in businesses which do not
compete with the Company in such form or manner as will not require any services
on the part of the Executive in the operation or the affairs of the companies in
which such investments are made and in which his participation is solely that of
an investor, (b) purchasing securities in any corporation whose securities are
regularly traded provided that such purchase shall not result in his
collectively owning beneficially at any time one percent or more of the equity
securities of any corporation engaged in a business competitive to that of the
Company, and (c) participating in conferences, preparing or publishing papers or
books or teaching so long as the Board of Directors approves of such activities
prior to the Executive's engaging in them. Prior to commencing any activity
described in clause (c) above, the Executive shall inform the Board of Directors
of the Company in writing of any such activity.



                                       7
<PAGE>   8
         5. Termination of Employment.

                  (j) For Cause. Notwithstanding anything herein to the
         contrary, the Company may terminate Executive's employment hereunder
         for cause for any one of the following reasons: (i) conviction of a
         felony, any act involving moral turpitude, or a misdemeanor where
         imprisonment is imposed, (ii) commission of any act of theft, fraud,
         dishonesty, or falsification of any employment or Company records,
         (iii) improper disclosure of the Company's confidential or proprietary
         information, (iv) any action by the Executive which has a material
         detrimental effect on the Company's reputation or business, (v)
         Executive's failure or inability to perform any reasonable assigned
         duties after written notice from the Company of, and a reasonable
         opportunity to cure, such failure or inability, (vi) any breach of this
         Agreement, which breach is not cured within ten (10) days following
         written notice of such breach, (vii) a course of conduct amounting to
         gross incompetence, (viii) chronic and unexcused absenteeism, (ix)
         unlawful appropriation of a corporate opportunity, (x) a violation of
         employment policies, rules, and regulations (including rules
         prohibiting sexual harassment or discrimination), or (xi) misconduct in
         connection with the performance of any of Executive's duties,
         including, without limitations misappropriation of funds or property of
         the Company, securing or attempting to secure personally any profit in
         connection with any transaction entered into on behalf of the Company,
         misrepresentation to the Company, or any willful violation of law or
         regulations on Company premises or to which the Company is subject.
         Upon termination of Executive's employment with the Company for cause,
         the Company shall be under no further obligation to Executive, except
         to pay all accrued but unpaid base salary and accrued vacation to the
         date of termination thereof. In the event of a termination for cause,
         all non-vested Awards shall terminate and no longer be exercisable.

                  (k) Without Cause. The Company may terminate Executive's
         employment hereunder at any time upon thirty (30) days advance written
         notice without cause, provided, however, that Executive shall be
         entitled to severance pay in the amount of two (2) years of Base Salary
         in addition to accrued but unpaid Base Salary and accrued vacation,
         less deductions required by law, but if, and only if, Executive
         executes a valid and comprehensive release of any and all claims that
         the Executive may have against the Company in a form provided by the
         Company within ten (10) days of tender. In the event that the Company
         terminates Executive without cause, all non-vested Awards shall
         immediately vest and be exercisable. Executive may terminate his
         employment with the Company upon thirty (30) days advance written
         notice, provided that Executive shall not be entitled to any severance
         pay and all non-vested Awards shall immediately terminate and no longer
         be exercisable.

                  (l) Voluntary Termination Upon Change of Control. Executive
         may voluntarily terminate his employment under this Agreement within
         six (6) months following a Change of Control, as described in paragraph
         13, upon 30 days written notice and the Employee shall thereupon be
         entitled to receive the severance payment described herein, upon the
         occurrence of any of the following events, which have not been
         consented to in advance by the Employee in writing: (i) the requirement
         that the Employee move his personal residence, or perform his principal
         Employee functions, more than 50 miles


                                       8
<PAGE>   9
         from his primary office as of the date of the Change of Control, (ii),
         the material reduction in the Employee's Base Compensation or Variable
         Compensation as in effect on the date of the Change of Control of as
         the same may be increased from time to time, or (iii) the failure by
         GlobalNet to continue to provide the Employee with compensation and
         benefits provided for under the agreement, as the same may increased
         from time to time, or the taking of any action by GlobalNet which would
         reduce any such benefits in a material way or deprive the Employee of
         any material fringe benefit enjoyed by him at the time of the Change of
         Control, provided that such reduction is not part of a GlobalNet-wide
         reduction which affects all employees or all similarly situated
         employees.

                  (m) Resignation. Upon termination of employment, Executive
         shall be deemed to have resigned as an officer and/or a director of the
         Company, if he or she holds any such office or directorship.

                  (n) Cooperation/Disrepute. After notice of termination,
         Executive shall cooperate with the Company, as reasonably requested by
         the Company, to effect a transition of Executive's responsibilities and
         to ensure that the Company is aware of all matters being handled by
         Executive. During the Employment Period or any time thereafter,
         Executive agrees not to make any oral or written public statements
         disparaging the Company or any Company Affiliates.

         6. Disability of Executive. The Company may terminate this Agreement
without liability if Executive shall be permanently prevented from properly
performing his essential duties hereunder with reasonable accommodation by
reason of illness or other physical or mental incapacity for a period of more
than 180 consecutive days. Upon such termination, Executive shall be entitled to
all accrued but unpaid Base Salary and vacation.

         7. Death of Executive. In the event of the death of Executive during
the Employment Period, the Company's obligations hereunder shall automatically
cease and terminate provided, however, that within 15 days the Company shall pay
to the Executive's heirs or personal representatives Executive's Base Salary and
accrued vacation accrued to the date of death. Executive shall be entitled to
all Awards that have vested through the date of death and all non-vested Awards
shall continue to vest pursuant to the schedule in Section 3(d) as if Executive
were still an employee of the Company.

         8. Confidential Information and Invention Assignments. Executive is
simultaneously executing an Employee Non-Disclosure Agreement (the
"Non-Disclosure Agreement"). The obligations under the Non-Disclosure Agreement
shall survive termination of this Agreement.

         9. Covenant Not to Compete.

         (o) Covenant. Executive covenants and agrees with the Company that
except as expressly approved by the Board of Directors of the Company, from and
after the date of


                                       9
<PAGE>   10
this Agreement until two (2) years after the date the employment of Executive by
the Company terminates for any reason (the "Ending Date"), Executive, and
Executives' Affiliates, shall not directly or indirectly:

                  (i) except as an officer or employee of the Company (or any
         successor corporation into which it may be merged or consolidated),
         engage in, control, advise, manage, serve as a director, officer, or
         employee of, act as a consultant to, receive any economic benefit from,
         have any financial interest in or exert any influence upon, any
         business which conducts activities in the Territory (as hereinafter
         defined) similar to those conducted by the Company (or any successor
         corporation into which the Company may be merged or consolidated),
         provided that this restriction shall not apply to any activity in
         connection with a business that does not actually or potentially
         compete with the activities of the Company (or any successor
         corporation into which the Company may be merged or consolidated);

                  (ii) except in connection with any duties as an officer or
         employee of the Company (or any successor corporation into which they
         may be merged or consolidated), solicit, divert or attempt to solicit
         or divert any party who is, was, or was solicited to become, a customer
         or supplier of the Company at any time prior to the date of this
         Agreement, provided that this restriction shall not apply to any
         activity on behalf of a business that does not actually or potentially
         compete with the activities of the Company (or any successor
         corporation into which the Company may be merged or consolidated);

                  (iii) employ, solicit for employment or encourage to leave
         their employment, in each case, either as an employee, agent or
         representative, any person who was during the one year period prior to
         such employment, solicitation or encouragement or is an officer,
         employee, agent or representative of the Company (or any successor
         corporation into which the Company may be merged or consolidated);

                  (iv) avail himself of or invest in any business opportunity
         which is related to the activities conducted by the Company (or any
         successor corporation into which the Company may be merged or
         consolidated), and which came to his attention prior to the Ending
         Date,

                  (v) disturb, or attempt to disturb, any business relationship
         between any third party and the Company (or any successor corporation
         into which the Company may be merged or consolidated); or

                  (vi) make any statement to any third party, including the
         press or media, likely to result in adverse publicity for the Company
         (or any successor corporation into which the Company may be merged or
         consolidated).

         (p) Certain Remedies.



                                       10
<PAGE>   11
                  (i) In the event Executive or any Affiliate of Executive
         engages in any activity prohibited by subsections (a) above, Executive
         shall forfeit to the Company any non-vested Awards and all fights and
         amounts then remaining due to Executive or any Affiliate of Executive
         under this Agreement, including any remaining payments or installments
         due Executive, it being expressly understood and agreed, however, that
         such forfeiture shall not be the Company's sole remedy for such breach
         or otherwise limit the Company's other remedies available to it upon
         the occurrence of such breach.

                  (ii) Executive has reviewed the provisions of subsection (a)
         above with his legal counsel and he acknowledges that the Company would
         be irreparably injured by a violation of such subsections. Executive
         agrees that the Company, in addition to any other remedies available to
         it for such breach or threatened breach, shall be entitled to a seek
         preliminary injunction, temporary restraining order, or other
         equivalent relief, restraining Executive from any actual or threatened
         breach of any provision of subsection (a) above. If a bond is required
         to be posted in order for the Company to secure an injunction or other
         equitable remedy, the parties agree that said bond need not exceed a
         nominal sum.

         B. Severance. If at any time any of the provisions of subsections (a)
or (b) above shall be determined to be invalid or unenforceable by reason of
being vague or unreasonable as to duration, area, scope of activity or
otherwise, then such subsections shall be considered divisible (with the other
provisions to remain in full force and effect), and the invalid or unenforceable
provisions shall become and be deemed to be immediately amended to include only
such time, area, scope of activity and other restrictions, as shall be
determined to be reasonable and enforceable by the court or other body having
jurisdiction over the matter, and Executive expressly agrees that this
Agreement, as so amended, shall be valid and binding as though any invalid or
unenforceable provision had not been included herein.

         C. Certain Terms. As used above, the term "directly or indirectly"
shall include acts or omissions as proprietor, partner, joint venturer,
employer, salesman, agent, representative, employee, officer, director, lender
to or consultant for, or owner of any equity or other interest in, any person or
entity; the term "Territory" shall mean all States and foreign countries in
which the Company (or any successor corporation into which the Company may be
merged or consolidated) has transacted business or has proposed to transact
business, whether verbally or in writing, prior to the Ending Date; and the term
"Affiliate" includes (i) any member of Executive's immediate family and/or (ii)
any person or entity which Executive or any affiliate of Executive controls
and/or owns, directly or indirectly, an equity or similar interest of 1% or
more.



                                       11
<PAGE>   12
         10. Assignment and Transfer. Executive's rights and obligations under
this Agreement shall not be transferable by assignment or otherwise, and any
purported assignment, transfer or delegation thereof shall be void. This
Agreement shall inure to the benefit of, and be binding upon and enforceable by,
any purchaser of substantially all of Company's assets, any corporate successor
to Company, by merger or otherwise, or any assignee thereof.

         11. No Inconsistent Obligations. Executive is aware of no obligations,
legal or otherwise, inconsistent with the terms of this Agreement or with his
undertaking employment with the Company. Executive will not disclose to the
Company, or use, or induce the Company to use, any proprietary information or
trade secrets of others. Executive represents and warrants that he or she has
returned all property and confidential information belonging to all prior
employers.

         12. Miscellaneous.

         (q) Suit Against Company. Other than an action to enforce the payment
of Compensation provided for in Section 2 of this Agreement or an action to
enforce the delivery of vested stock options provided for in Section 3(d)
respectively, in the event that Executive brings any other action whatsoever
against the Company for any reason, all non-vested Awards shall immediately
terminate upon commencement of such action and shall no longer be exercisable.

         (r) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois without regard to conflict of
law principles.

         (s) Entire Agreement. This Agreement, together with the attached Equity
Incentive Plan, Non Disclosure Agreement, and any other documents or exhibits
referenced herein, contain the entire agreement and understanding between the
parties hereto and supersedes any prior or contemporaneous written or oral
agreements, representations and warranties between them respecting the subject
matter hereof.

         (t) Amendment. This Agreement may be amended only by a writing signed
by Executive and by a duly authorized representative of the Company.

         (u) Severability. If any term, provision, covenant or condition of this
Agreement, or the application thereof to any person, place or circumstance,
shall be held to be invalid, unenforceable or void, the remainder of this
Agreement and such term, provision, covenant or condition as applied to other
persons, places and circumstances shall remain in full force and effect.

         (v) Construction. The headings and captions of this Agreement are
provided for convenience only and are intended to have no effect in construing
or interpreting this Agreement. The language in all parts of this Agreement
shall be in all cases construed according to its fair meaning and not strictly
for or against the Company or Executive. The recitals contained in this
Agreement are incorporated into the terms and conditions of this Agreement and
shall form a part hereof.



                                       12
<PAGE>   13
         (w) Rights Cumulative. The rights and remedies provided by this
Agreement are cumulative, and the exercise of any right or remedy by either
party hereto (or by its successor), whether pursuant to this Agreement, to any
other agreement, or to law, shall not preclude or waive its right to exercise
any or all other rights and remedies.

         (x) Nonwaiver. No failure or neglect of either party hereto in any
instance to exercise any right, power or privilege hereunder or under law shall
constitute a waiver of any other right, power or privilege or of the same right,
power or privilege in any other instance. All waivers by either party hereto
must be contained in a written instrument signed by the party to be charged and,
in the case of the Company, by an officer of the Company (other than Executive)
or other person duly authorized by the Company.

         (y) Remedy for Breach. The parties hereto agree that, in the event of
breach or threatened breach of any covenants of Executive, the damage or
imminent damage to the value and the goodwill of the Company's business shall be
difficult to ascertain, and that therefor any remedy at law or in damages shall
be inadequate. Accordingly, the parties hereto agree that the Company shall be
entitled to seek injunctive relief against Executive in the event of any breach
or threatened breach of any of such provisions by Executive, in addition to any
other relief (including damages) available to the Company under this Agreement
or under law.

         (z) Notices. Any notice, request, consent or approval required or
permitted to be given under this Agreement or pursuant to law shall be
sufficient if in writing, and if and when either (i) hand delivered, (ii) sent
by facsimile provided there is proof of transmission, or (iii) sent by certified
or registered mail, with postage prepaid, to Executive's residence (as noted in
the Company's records), or to the Company's principal office, as the case may
be.

         (aa) Assistance in Litigation. Executive shall, during and after
termination of employment, upon reasonable notice, furnish such information and
proper assistance to the Company as may reasonably be required by the Company in
connection with any litigation in which it or any of its subsidiaries or
affiliates is, or may become a party; provided, however, that such assistance
following termination shall be furnished at mutually agreeable times and for
mutually agreeable compensation.

         (bb) Disputes. Any controversy, claim or dispute arising out of or
relating to this Agreement or the employment relationship, either during the
existence of the employment relationship or afterwards, between the parties
hereto, their assignees, their affiliates, their attorneys, or agents, shall be
litigated solely in state or federal court in Chicago, Illinois. Each party (1)
submits to the jurisdiction of such court, (2) waives the defense of an
inconvenient forum, (3) agrees that valid consent to service may be made by
mailing or delivery of such service to the Illinois Secretary of State (the
"Agent") or to the party at the party's last known address, if personal service
delivery can not be easily effected, and (4) authorizes and directs the Agent to
accept such service in the event that personal service delivery can not easily
be effected.

         13. Change in Control.



                                       13
<PAGE>   14
         (cc) Definitions. For purposes of this Agreement, a "Change in Control"
of the Company is deemed to have occurred as of the first day that any one or
more of the following conditions shall have been satisfied:

                           (i) the "Beneficial Ownership" of securities
                  representing more than fifty percent (50%) of the combined
                  voting power of the Company is acquired by any "person" as
                  defined in Section 13(d) and 14(d) of the Exchange Act (other
                  than any beneficial owner of more than 20% of the Rich Earth
                  stock as of the consummation of the Merger Transaction and
                  other than the Company, any trustee or other fiduciary holding
                  securities under an employee benefit plan of the Company, or
                  any corporation owned, directly or indirectly, by the
                  stockholders of the Company in substantially the same
                  proportions as their ownership of stock of the Company); or

                           (ii) the stockholders of the Company approve a
                  definitive agreement (1) to merge or consolidate the Company
                  with or into another corporation if, following the merger or
                  consolidation, the stockholders of the Company will possess
                  less than fifty percent (50%) of the total voting power of the
                  surviving entity, or (2) to sell or otherwise dispose of all
                  or substantially all of the Company's assets.

                  D. Excluded Transaction. For purposes of this Section 13, a
         "Change in Control" shall not include the Reorganization Transaction,
         Merger Transaction, or any other transaction entered into by and
         between the Company or its shareholders or affiliates and Rich Earth,
         Inc. or its shareholders or affiliates (collectively "Rich Earth").
         Upon the occurrence of any transaction with Rich Earth, any surviving
         corporation or acquiring corporation shall assume any Awards
         outstanding under this Agreement or shall substitute similar awards for
         those outstanding under the Agreement. Upon any such transaction with
         Rich Earth, the Beneficial Ownership of the Company for purposes of
         determining any future Change of Control shall include all shareholders
         of the Company and any surviving or acquiring corporation resulting
         from any Rich Earth transaction.

                  E. Acceleration of Vesting. In the event there is a "Change in
         Control" which is not an excluded transaction described in Section
         13(b) above, all non-vested Awards shall immediately vest and be
         exercisable.

         EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN
ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

NOTICE: EXECUTIVE REPRESENTS THAT HE HAS BEEN REPRESENTED BY INDEPENDENT COUNSEL
IN CONNECTION WITH THE NEGOTIATION AND EXECUTION OF THIS EMPLOYMENT AGREEMENT
AND THE


                                       14
<PAGE>   15
CONSIDERATION OF THE TAX IMPACTS OF ALL COMPENSATION, AND STOCK OPTIONS.

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of May 15, 2000.

COMPANY:                                  EXECUTIVE:

GLOBALNET INTERNATIONAL, INC.


By:__________________________             ___________________________________
Name:________________________             Name:     Robert Jerome Donahue
Title:_______________________             Address:  119 West Adams
                                                    Villa Park, IL  60181







                                       15