Exhibit 10.1

                              EMPLOYMENT AGREEMENT

DATE:             November 18, 1999, to be effective as of October 7, 1999

PARTIES:          Advantage Technologies, Inc., a Nevada corporation
                           1324 S. Mary Avenue
                           Sunnyvale, CA 94087                   ( "Company")

                           George J.  Bentley
                           2600 Lunada Lane
                           Alamo, CA 94507-1023                  ("Employee")


                                     RECITAL

          The  Company  desires to employ  and  retain  the  unique  experience,
abilities,  and services of Employee to perform  certain duties  pursuant to the
terms and conditions described herein.

                                    AGREEMENT

         The parties agree as follows:

          1.      EMPLOYMENT

                  1.1 Term. The Company  agrees to employ  Employee as President
and  Chief  Executive  Officer  for a term  commencing  on  October  7, 1999 and
continuing  for  a  period  of  twenty-four  (24)  months  thereafter  or  until
terminated in accordance with Section 6 herein.

                  1.2 Duties.  Employee  accepts  employment with the Company on
the terms and conditions set forth in this Agreement. Employee shall perform his
duties and shall exercise such specific authority as may be assigned to Employee
from time to time. In performing  such duties,  Employee shall be subject to the
direction and control of the Board of Directors of the Company. Employee further
agrees that in all aspects of such  employment,  Employee  shall comply with the
policies,  standards,  and regulations of the Company  established  from time to
time, and shall perform his duties faithfully, intelligently, to the best of his
ability,  and in the best  interest of the Company.  The devotion of  reasonable
periods of time by Employee for personal purposes,  outside business activities,
or  charitable  activities  shall  not be  deemed  a breach  of this  Agreement,
provided that such purposes or activities do not  materially  interfere with the
services required to be rendered to or on behalf of the Company.  All management
decisions  involving  the business of the Company,  including  but no limited to
mergers and acquisitions and the hiring and termination of management  personnel
shall require the prior approval of Employee.

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          2.      COMPENSATION

                  2.1   Base   Compensation.   The  base   compensation   ("Base
Compensation")to  be paid Employee for services  rendered  under this  Agreement
shall be $100,000.00 per annum, payable monthly.

                  2.2 Annual Bonus.  In addition to the Base  Compensation,  the
Company may pay Employee an annual bonus ("Annual Bonus") in the sole discretion
of the Board of Directors.

                  2.3  Benefits.  The Company shall provide to Employee the same
health  insurance  benefits  that the  Company  may  provide to other  similarly
employed  personnel,  subject  to  Employee's  satisfaction  of  the  respective
eligibility conditions for such benefits.

                  2.4 Reimbursement. Employee shall be entitled to reimbursement
from the Company for reasonable expenses necessarily incurred by Employee in the
performance of Employee's  duties under this  Agreement,  upon  presentation  of
vouchers  indicating  in detail  the amount  and  business  purpose of each such
expense  and  upon   compliance  with  the  Company's   reimbursement   policies
established from time to time.

          3. CONFIDENTIALITY

                  3.1 Confidentiality. Employee acknowledges and agrees that all
software  and  proprietary   information   regarding  software,   including  any
refinements,  modifications and changes to such software,  planning information,
lists of the Company's clients,  financial  information,  and other Company data
related to its business ("Confidential  Information") are valuable assets of the
Company.  Except for  information  that is a matter of public  record,  Employee
shall  not,  during  the term of this  Agreement  or after  the  termination  of
employment with the Company, disclose any Confidential Information to any person
or use any  Confidential  Information  for the  benefit of Employee or any other
person, except with the prior written consent of the Company.

                  3.2 Return of Documents. Employee acknowledges and agrees that
all  originals  and copies of records,  software,  computer  programs,  reports,
documents,  lists, plans,  drawings,  memoranda,  notes, and other documentation
related  to  the  business  of  the  Company  or  containing  any   Confidential
Information shall be the sole and exclusive  property of the Company,  and shall
be returned to the Company upon the  termination of employment  with the Company
or upon the written  request of the Company.  This provision  shall not apply to
any  personal  property of Employee  which has been used by Employee  during the
course of, and in connection with, his employment hereunder.

                  3.3 Injunction.  Employee agrees that it would be difficult to
measure  damage to the Company from any breach by Employee of Section 3.1 or 3.2
and that monetary  damages  would be an  inadequate  remedy for any such breach.
Accordingly,  Employee  agrees  that if  Employee  shall  breach  or take  steps
preliminary to breaching  Section 3.1 or 3.2, the Company shall be entitled,  in
addition to all other remedies it may have at law or in equity, to an injunction

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or other  appropriate  orders to restrain  any such breach,  without  showing or
proving any actual damage sustained by the Company.

                  3.4 No  Release.  Employee  agrees  that  the  termination  of
employment  with the Company  shall not release  Employee  from any  obligations
under Section 3.1, 3.2 or 3.3.


         4.       ILLNESS OR DISABILITY

         In the event  Employee  is unable to  perform  his  duties  under  this
Agreement due to illness or disability for a continuous period of two (2) weeks,
the Base  Compensation  which shall be otherwise  payable during said illness or
disability   shall  be  reduced  by  fifty  percent  (50%)  percent.   The  Base
Compensation  shall be  reinstated  upon  Employee's  resumption  of his  duties
hereunder.  In the event, however, that Employee is unable to perform his duties
under this Agreement,  for any reason,  for a continuous  period of 90 days, the
Company shall have the option to terminate this Agreement  immediately  pursuant
to Section 6.2.5 of this Agreement.

         5.       DEATH BENEFIT

         In the event of  Employee's  death  during  his  employment  under this
Agreement,  the Company shall pay to the Employee's estate the Base Compensation
and the Annual  Bonus,  if any,  due and owing  through  the end of the month in
which death occurred.

         6.       TERMINATION

                  6.1 Termination by Prior Notice.

                       6.1.1 The  employment  of  Employee by the Company may be
terminated  by the Company upon the giving of fourteen  (14) days' prior written
notice  to  Employee,  which  termination  shall  be  effective  on the 14th day
following such notice.

                       6.1.2  Employee may  terminate his  employment  hereunder
only upon the giving of six (6) months'  prior  written  notice to the  Company,
which  termination  shall be  effective  on the  last day of such six (6)  month
period.  During said six (6) month notice period,  Employee shall cooperate with
the Company in training Employee's replacement.

                       6.1.3 Employee's  employment  hereunder may be terminated
at any time by mutual agreement of the parties.

                  6.2 Immediate  Termination.  The employment of Employee by the
Company may be terminated immediately in the sole discretion of the Company upon
the occurrence of any one of the following events:

                       6.2.1  Employee   willfully  and  continuously  fails  or
refuses to comply with the policies,  standards,  and regulations of the Company
established from time to time;

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                       6.2.2 Employee engages in fraud, dishonesty, or any other
act of  misconduct  in the  performance  of  Employee's  duties on behalf of the
Company;

                       6.2.3  Employee  fails to perform any  provision  of this
Agreement to be performed by Employee;

                       6.2.4 All or substantially  all the assets of the Company
are sold,  transferred,  or  otherwise  disposed  of, the  Company's  assets are
distributed to its  shareholders  in liquidation,  or the Company's  business is
discontinued; or

                       6.2.5  Employee  suffers  a  permanent  disability.   For
purposes  of  this  Agreement,   "permanent  disability"  shall  be  defined  as
Employee's  inability,  due to illness,  accident,  or other  cause,  to perform
substantially  all of his duties  hereunder  for a period of ninety (90) days or
more despite reasonable accommodation by the Company, upon certification of such
disability by, in the discretion of the Company,  Employee's regularly attending
physician or a physician  selected by the Company.  Employee  shall be deemed to
have  become  subject to a  "permanent  disability"  on the date the Company has
determined that Employee is permanently disabled and so notifies Employee.

                  6.3  Payment  of  Compensation  Upon  Termination.   Upon  the
termination of employment of Employee hereunder,  the Company shall be obligated
to pay to  Employee  the  Base  Compensation  for  the  remaining  term  of this
Agreement, plus any earned but unpaid Annual Bonus to the date of termination.

         7.       COVENANT NOT TO COMPETE

         During  the term of his  employment  under  this  Agreement,  and for a
period of one(1) year thereafter, Employee shall not, directly or indirectly, as
proprietor,  partner,  limited partner,  member of a limited liability  company,
shareholder,  officer, director, employee, agent or representative,  engage in a
Competitive  Business Activity within the United States.  "Competitive  Business
Activity" shall mean the usual and customary  products and services  provided by
the  Company.  In  addition,  during  the  term  of his  employment  under  this
Agreement,  and for a period of one (1) year  thereafter,  Employee  shall  not,
directly  or  indirectly,  hire the  employees  of the  Company  to  engage in a
Competitive  Business  Activity  within  the United  States  nor shall  Employee
solicit any employees or customers to leave the Company.

         8.       REPRESENTATIONS AND WARRANTIES OF EMPLOYEE

         Employee  represents  and  warrants  to the  Company  that  there is no
employment  contract or any other  contractual  obligation to which  Employee is
subject  which  prevents  Employee  from  entering  into this  Agreement or from
performing fully Employee's duties under this Agreement.



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         9.                LEGAL COUNSEL

         This Agreement was prepared for the Company by the Law Office of Robert
C.  Laskowski.  Employee  has been  advised to obtain  his own legal  counsel in
connection with this Agreement and Employee has elected not to do so.

          10.     MISCELLANEOUS PROVISIONS

                  10.1 The wavier by either the  Company or Employee of a breach
of any provision of this  Agreement  will not operate by either the Company as a
waiver of any subsequent breach by either the Company or Employee.

                  10.2 This  Agreement  shall be binding upon and shall inure to
the benefit of both the Company and  Employee  and then  respective  successors,
heirs, and legal representatives; however, neither this Agreement nor any rights
hereunder may be assigned by either the Company or Employee  without the written
consent of the other party.

                  10.3 No amendment or variation of the terms and  conditions of
this Agreement  shall be valid unless it is in writing and signed by the Company
and Employee.

                  10.4 All notices  required or permitted to be given under this
Agreement shall be in writing.  Notices may be served by certified or registered
mail,  postage  prepaid  with  return  receipt  requested;  by private  courier,
prepaid;  by telex,  facsimile  or other  telecommunications  device  capable of
transmitting or creating a written record;  or personally.  Mailed notices shall
be deemed  delivered ten (10) days after mailing,  properly  addressed.  Notices
sent by courier shall be deemed  delivered on that date the courier warrants the
delivery will occur. Telex or telecommunicated notices shall be deemed delivered
when  receipt  is either  confirmed  by  confirming  transmission  equipment  or
acknowledged  by the  addressee  or  its  office.  Personal  delivery  shall  be
effective when accomplished. Unless a party changes its address by giving notice
to the other party as provided herein, notices shall be delivered to the parties
at the addresses first set forth above

                  10.5 In the event suit or action is  instituted to enforce any
of the terms of this  Agreement,  the  prevailing  party  shall be  entitled  to
recover  from the other  party such sum as the Court may adjudge  reasonable  as
attorney's fees at trial or on appeal, in addition to all other sums provided by
law.

                  10.6 This  Agreement  shall be  interpreted  and  enforced  in
accordance with the laws of the State of California

                  10.7 This  Agreement  constitutes  the  entire  agreement  and
understanding  of the  parties  with  respect to the subject  matter  hereof and
supercedes all prior oral or written agreements and understandings  with respect
thereto.

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         10.8 This Agreement may be executed in several counterpart copies, each
of which shall be deemed an original and shall constitute one agreement.


         IN WITNESS  WHEREOF,  this  Agreement  is  executed on the day and year
first above written.


Company:                            Advantage Technologies, Inc.

                                            By:/s/George J. Bentley
                                               -----------------------
                                                 George J. Bentley


Employee:                                      /s/George J. Bentley
                                               -----------------------
                                                 George J. Bentley










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