Exhibit 10.3


                              EMPLOYMENT AGREEMENT

     This Employment Agreement (this "Agreement") is entered into as of December
10,  2001  (the  "Effective   Date"),   by  and  between  Steven  J.  Ross  (the
"Executive"),  TekInsight.com,  Inc., a Delaware corporation  ("TekInsight") and
Tekinsight  Services,  Inc.,  a  wholly-owned  subsidiary  of  TekInsight  and a
Delaware  corporation  ("Services").  This  Agreement  replaces  the  Employment
Agreement between the Executive and Tekinsight dated January 2, 2001.

                                    RECITALS

         The parties desire that the Executive be employed by Tekinsight and
     Services, in the capacities described below, on the terms and conditions
hereinafter set forth, and the Executive is willing to accept such employment on
such terms and conditions.

                                    AGREEMENT

          The Executive, Tekinsight and Services agree as follows:

1.        Duties.

1.1       Retention.  TekInsight and Services do hereby hire,  engage and employ
          the Executive as the President and Chief Executive Officer of Services
          and  TekInsight  does hereby hire,  engage and employ the Executive as
          the President and Chief Executive  Officer of Tekinsight and any other
          wholly-owned  subsidiaries of Tekinsight (with TekInsight and Services
          being referred to together as the  "Company"),  and the Executive does
          hereby accept and agree to such hiring,  engagement,  and  employment.
          During  the  Period of  Employment  (as  defined  in  Section  2), the
          Executive  shall serve the Company in such  positions,  and shall have
          duties and authority consistent with such positions, subject, however,
          to the other provisions of this Agreement, directives of the Boards of
          Directors  of  each  constituent  of the  Company,  as  relevant  (the
          "Board"),  and the corporate  policies and budgets of each constituent
          of the  Company as they  presently  exist,  and as such  policies  and
          budgets  may be  amended,  modified,  changed,  or adopted  during the
          Period of Employment.  During the Period of Employment,  the Executive
          shall  report to the Board of each  constituent  of the  Company.  The
          Executive  shall  also  serve  as  a  member  of  the  Board  of  each
          constituent of the Company during the Period of Employment.

1.2       No  Other  Employment.   Throughout  the  Period  of  Employment,  the
          Executive  shall devote his full business time,  energy,  and skill to
          the  performance  of his duties for the Company  (vacations  and other
          leave authorized  under this Agreement  excepted) and shall devote his
          best efforts to advancing the interests of the Company.  The Executive
          agrees that any  appointment to or continuing  service on the board of
          directors  of any other  corporation  other than the  Company  must be
          approved in writing by the Board, such approval not to be unreasonably
          withheld  based upon such  appointment  not being  likely to interfere
          with the performance of the Executive's  duties  hereunder;  provided,
          that the Company's  advance approval is not required for the Executive
          to serve on the  board of  directors  or as an  officer  of any  other
          subsidiary of the Company, non-profit trade association, or non-profit
          civic,  educational  or other  charitable  organization  (in each case
          subject  to  the  following  sentence).   The  Executive's   continued
          membership  on any board or in any other  position  referenced  in the
          preceding sentence,  on or in which he may now or in the future serve,
          is subject to the  conditions (a) that the  Executive's  membership or
          position does not  materially  interfere  with the  performance of the
          Executive's  duties hereunder,  and (b) that the entity with which the
          Executive  is  affiliated  does not  compete  (within  the  meaning of

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          Section  9 of  this  Agreement,  without  giving  effect  to the  last
          sentence  thereof) with the business then being actively  conducted of
          any entity within the Company Group.  For purposes of this  Agreement,
          the  "Company  Group"  includes,  collectively,  the  Company  and any
          subsidiary or controlled affiliate of the Company.

1.3       No Breach of Contract.  The Executive hereby represents to the Company
          that his execution and delivery of this Agreement and the  performance
          of his duties  hereunder will not constitute a breach of, or otherwise
          contravene,  the terms of any employment or other  agreement or policy
          to which the  Executive  is a party or  otherwise  bound.  The Company
          hereby represents to the Executive that it is authorized to enter into
          this  Agreement and that the execution and delivery of this  Agreement
          and the  employment of the Executive  hereunder  will not constitute a
          breach of, or otherwise contravene, the terms of any law, agreement or
          policy by which it is bound.

2.        Period of Employment.

          The "Period of Employment" shall, unless sooner terminated as provided
          herein,  be a three (3) year period  commencing on the Effective  Date
          and ending at the close of  business on the day before the third (3rd)
          anniversary of the Effective Date.  "Remaining  Contract Period" shall
          mean the period between termination and the third (3rd) anniversary of
          the Effective Date.

3.        Compensation.

3.1       Base Salary. The Executive's Base Salary shall continue at the current
          annual rate of $350,000 until the closing of the proposed  acquisition
          of DynCorp Management Resources,  Inc. ("DMR"), at which time it shall
          be  increased  to a  rate  of  $400,000  annually  (as  used  in  this
          Agreement, "Base Salary" shall mean Base Salary as it may be increased
          by the Company, in its discretion, from time to time.) The Executive's
          Base  Salary,  as in effect from time to time,  shall not be decreased
          for  any  reason  or  for  any  purpose  (including  for  purposes  of
          determining any amounts due to the Executive upon a termination of his
          employment) during the Period of Employment.

3.2       Bonus. The Executive shall be eligible for incentive bonus payments of
          at least fifty  percent  (50%) of his Base  Salary  during each fiscal
          year  of the  Period  of  Employment,  beginning  July  1,  2001  (the
          "Bonus").  Upon meeting the criteria,  and approval by the Board, such
          Bonus shall be paid in  quarterly  installments  within 60 days of the
          Company's fiscal quarter-end.  During the first fiscal year under this
          contract, the Bonus criteria shall be as follows:

3.2.1     Quarter ended September 30, 2001. Shall become due upon the completion
          of the  acquisition  of DMR,  provided  that the  merger is  completed
          during the fiscal year ended June 30, 2002.

3.2.2     Quarter ended December 31, 2001.  Shall become due upon the completion
          of the  recapitalization  that is  planned  for the  financing  of the
          consolidated  entity of Services and DMR, provided that such financing
          is completed during the fiscal year ended June 30, 2002.

3.2.3     Quarter ended March 31, 2002.  Shall become due if the Company's Stock
          Price on March 31,  2002 meets or exceeds  the Stock Price on the date

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          of the  merger  with DMR.  "Stock  Price" is  defined  as the  average
          closing  price on Nasdaq during the ten (10) trading days prior to the
          date, weighted for trading volumes.

3.2.4     Quarter ended June 30, 2002.  Shall become due if the Company's  Stock
          Price on June 30, 2002 meets or exceeds 110% of the Stock Price on the
          date of the merger with DMR.

3.2.5     Fiscal  quarters after June 30, 2002.  Shall be determined by criteria
          established   by  mutual   consent   between  the  Executive  and  the
          Compensation Committee.

3.3       Note Receivable Extension.  The balance due under the note receivable,
          dated  January 2, 2001,  from  Executive,  originally in the amount of
          $170,000,  shall be extended  to the end of the Period of  Employment,
          under the same terms and conditions.

3.3.1

          Note Receivable Forgiveness.  If the Company's Stock Price on June 30,
          2002  meets  or  exceeds  110% of the  Stock  Price on the date of the
          merger  with DMR,  the  Company  shall  forgive  the note  payable  by
          Executive in the amount of $100,000.

3.4

          Equity  Compensation.  The Executive  shall be  considered  for annual
          stock option grants, in accordance with the policies and procedures of
          the  Company  then in effect for  executive  management  stock  option
          grants.

3.5

          Board of Director Compensation.  The Executive shall be compensated as
          a member of the Board of Directors in an amount  consistent with other
          non-employee  Board  members of the  Company,  including  annual stock
          option grants issued to Board members.

4.        Benefits.

4.1

          Health and Welfare.  During the Period of  Employment,  the  Executive
          shall be entitled to  participate  in all pension and welfare  benefit
          plans and programs generally made available to the Company's executive
          management,  as such plans or  programs  may be in effect from time to
          time, including, without limitation,  pension, profit sharing, savings
          and   other   retirement   plans   or   programs,   medical,   dental,
          hospitalization,   short-term   and  long-term   disability  and  life
          insurance plans, accidental death and dismemberment protection, travel
          accident  insurance,  and any other  pension  or  retirement  plans or
          programs and any other employee welfare benefit plans or programs that
          may be sponsored by the Company from time to time, including any plans
          that supplement the above-listed  types of plans or programs,  whether
          funded  or  unfunded.  The  Company  shall  supplement  the  insurance
          coverage  and  benefits  in a separate  executive  benefits  plan that
          includes  a  minimum  of  $1  million  life  insurance   coverage  and
          appropriate  long-term disability  coverage,  which benefit plans, for
          the Executive and his dependents, shall be fully paid by the Company.

4.2       Reimbursement of Business and Other Expenses; Perquisites

4.2.1     Expense Reimbursement. The Executive is authorized to incur reasonable
          expenses in carrying  out his duties and  responsibilities  under this
          Agreement  and  the  Company  shall  promptly  reimburse  him  for all
          reasonable  business expenses incurred in connection with carrying out
          the business of the Company,  subject to the  Company's  reimbursement
          policies and procedures for executive  officers in effect from time to
          time.  Business expenses shall include cellular phone costs and a home
          business telephone line, with broadband access.

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4.2.2     Other.  Executive shall participate in an executive perk fund with the
          same  parameters  as  are  made  available  to  other  members  of the
          Company's executive management.

4.3       Vacations  and Other  Leave.  During  the  Period of  Employment,  the
          Executive  shall  receive at least three (3) weeks paid  vacation  per
          year, accrued in advance upon the Effective Date of this Agreement, or
          on the extension date of future  periods.  The Executive shall also be
          entitled to all other  holiday and leave pay  generally  available  to
          other members of the Company's executive management.

5.        Death or Disability.

5.1       Definition of Disabled and Disability. For purposes of this Agreement,
          the terms  "Disabled"  and  "Disability"  shall  mean the  Executive's
          inability, because of physical or mental illness or injury, to perform
          the  essential  function  of his  customary  duties  pursuant  to this
          Agreement,   with  or  without  reasonable   accommodation,   and  the
          continuation  of such  disabled  condition for a period of one hundred
          twenty (120)  continuous days, or for not less than one hundred eighty
          (180) days during any continuous  twenty-four  (24) month period.  The
          Company  reserves the right, in good faith, to make the  determination
          of Disability under this Agreement based upon information  supplied by
          the Executive  and/or his medical  personnel,  as well as  information
          from  medical  personnel  or others  selected  by the  Company  or its
          insurers.

5.2       Termination  Due to  Death or  Disability.  If the  Executive  dies or
          becomes  Disabled  during  the  Period of  Employment,  the  Period of
          Employment and the Executive's  employment shall  automatically  cease
          and terminate as of the date of the  Executive's  death or the date of
          Disability  (which date shall be determined  under Section 5.1 above),
          as the case may be. In the event of the termination of the Executive's
          employment due to his death or  Disability,  the Executive (or, in the
          event of his death,  his estate)  shall be  entitled  to receive  only
          those  benefits  set  forth  in  Section  7.1;  provided  that  if the
          Executive's  employment  is  terminated  by reason of the  Executive's
          Disability,  he shall,  so long as his  Disability  continues,  remain
          eligible  for all benefits  provided  under any  long-term  disability
          programs  of the  Company  in effect at the time of such  termination,
          subject to the terms and conditions of any such programs,  as the same
          may be  changed,  modified  or  terminated  for  or  with  respect  to
          employees of the Company generally.

6.        Termination.

6.1       Termination For Cause. The Company may, by providing written notice to
          the Executive,  terminate the Period of Employment and the Executive's
          employment  hereunder  for Cause at any  time.  The term  "Cause"  for
          purposes of this Agreement shall mean:

         (a)   the Executive is convicted of, or has pleaded guilty or entered a
               plea of nolo  contendere  to,  a  felony  (under  the laws of the
               United States or any state thereof);

         (b)   fraudulent  conduct  by the  Executive  in  connection  with  the
               business or other  affairs of any member of the Company  Group or
               the theft,  embezzlement,  or other criminal  misappropriation of
               funds by the Executive from any member of the Company Group;

         (c)   the  Executive's  failure to perform the duties of the  President
               and Chief  Executive  Officer of either  TekInsight  or Services,
               after reasonable notice has been provided of such non-performance
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                                      -5-


               and,  if such  failure is curable,  Executive  has not cured such
               failure within a reasonable period following such notice;

         (d)   the Executive's  failure to comply with reasonable  directives of
               the  Board  which  are  communicated  to  him in  writing,  after
               reasonable notice has been provided of such  non-performance and,
               if such failure is curable,  Executive has not cured such failure
               within a reasonable period following such notice.

          If the Executive's  employment is terminated by the Company for Cause,
          the  termination  shall take effect on the effective date (pursuant to
          Section 14.9) of written notice of such termination to the Executive.

          In the event of the  termination  of the Period of Employment  and the
          Executive's  employment  hereunder due to a termination by the Company
          for Cause,  then the Executive shall be entitled to receive only those
          benefits set forth in Section 7.2.1,  and all amounts of principal and
          accrued  interest   outstanding   under  that  Note  and  any  related
          agreements  annexed  hereto as  Exhibit A,  shall be  accelerated  and
          immediately due and payable.

6.2       Termination  Without Cause.  The Company may, with or without  reason,
          terminate  the Period of  Employment  and the  Executive's  employment
          hereunder without Cause at any time by providing the Executive written
          notice  of  such  termination.   If  the  Executive's   employment  is
          terminated  without Cause,  the  termination  shall take effect on the
          effective  date  (pursuant to Section 14.9) of written  notice of such
          termination  to  the  Executive.  If  the  Executive's  employment  is
          terminated  without  Cause,  he shall be entitled to those benefits as
          specified in Section 7.1 (a), (b), (c) and (d).

          In the event of the  termination  of the Period of Employment  and the
          Executive's  employment  hereunder due to a termination by the Company
          without Cause (other than due to the Executive's death or Disability),
          the Executive shall be entitled to receive:

         (a)   those benefits set forth in Section 7.1 (a), (c) and (d) hereof;

         (b)   a Severance  Payment  equal to the lesser of (a) the aggregate of
               the  remaining  Base  Salary  payments  due under the term of the
               Agreement  or (b) the  Executive's  monthly  Base Salary plus the
               Bonus  amount  divided  by  twelve  (12),  as both are in  effect
               immediately  prior to such  termination,  payable over a 24 month
               period  (the   "Severance   Period"),   payable   one-half   upon
               termination  and  one-half  in monthly  installments  through the
               Severance  Period.  The Severance  Payment is not in addition to,
               but in lieu of, the remaining  payments due under the term of the
               Agreement.

         (c)   any options to purchase stock in the Company granted to Executive
               pursuant  to any  plan or  otherwise,  shall  become  immediately
               accelerated and fully vested.

         (d)   in the event Executive elects continued coverage under COBRA, the
               Company  will  reimburse   Executive  for  the  same  portion  of
               Executive's  COBRA health  insurance  premium that it paid during
               Executive's  employment  up until the earlier of either:  (i) the
               end of the Severance  Period, or (ii) the date on which Executive
               becomes covered under any other group health plan (as an employee
               or otherwise).
<PAGE>

                                      -6-

          If  a  diminution  of  the  Executive's  senior  management  position,
          responsibilities  or compensation  and benefits as President and Chief
          Executive  Officer or a change in his reporting  responsibility to the
          Board of Directors,  he may,  within four months of such diminution or
          change in reporting  responsibility,  terminate his  employment and be
          entitled to those benefits specified in Sections 6.2(a) and (b) above.

6.3       Change in Control.  In the event that  either:  1) a Change of Control
          (as defined below) of TekInsight occurs prior to the expiration of the
          Term and 2) the  Company  terminates  Executive's  employment  without
          Cause pursuant to Section 6.2 herein, within three (3) months prior to
          or following the effective date of a Change of Control of the Company,
          then: (i) Executive  will be entitled to those  benefits  described in
          Section 6.2, with the additional  provision that the Severance Payment
          paid  pursuant  to Section  6.2(b),  shall be paid over a period of 36
          months,  instead of 24 months,  and the entire amount of the Severance
          Payment shall be payable upon termination as a lump sum.

          For purposes of this Agreement, Change of Control means: (i) a sale or
          other  disposition  of all or  substantially  all  of  the  assets  of
          TekInsight;  (ii) a merger or consolidation in which TekInsight is not
          the  surviving  entity  and in which the  shareholders  of  TekInsight
          immediately prior to such  consolidation or merger own less than fifty
          percent (50%) of the surviving entity's voting power immediately after
          the  transaction;  (iii) a reverse  merger in which  TekInsight is the
          surviving   entity  but  the  shares  of  TekInsight's   Common  Stock
          outstanding  immediately  preceding the merger are converted by virtue
          of the merger into other property,  whether in the form of securities,
          cash,  or  otherwise,  and in which  the  shareholders  of  TekInsight
          immediately  prior to such merger own less than fifty percent (50%) of
          TekInsight's  voting power immediately after the transaction;  or (iv)
          any other  capital  reorganization  in which more than  fifty  percent
          (50%) of the  shares  of  TekInsight  entitled  to vote are  exchanged
          (other  than to form a holding  company in which the  shareholders  of
          TekInsight  immediately  prior to such  recapitalization  own not less
          than  fifty  percent  (50%)  of the  holding  company's  voting  power
          immediately  after the  transaction).  Change of Control  excludes the
          effects of the merger between TekInsight's wholly-owned subsidiary and
          DynCorp  Management  Resources,  Inc. (the  "Merger"),  as well as any
          financing  transactions  completed  within three months  following the
          effective date of the Merger.

6.4       Termination by Executive.  In the event that the Executive  terminates
          his  employment  with the Company  for any reason  other than death or
          Disability,  all amounts of principal and accrued interest outstanding
          that are due the Company shall be accelerated  and immediately due and
          payable.

7.        Expiration of Period of Employment.

7.1       Benefits  Upon  Expiration  of Period of  Employment.  If the  Company
          elects not to extend the Period of  Employment  pursuant to Section 2,
          unless the Executive's  employment is earlier  terminated  pursuant to
          Sections 6 or 7, termination of the Executive's  employment  hereunder
          shall  be  deemed  to  occur  at the  close  of  business  on the  day
          immediately  preceding the third  anniversary  of the  Effective  Date
          which  occurs  at  least  six  (6)  months   after   delivery  of  the
          non-extension  notice in  accordance  with  Section 2. If the  Company
          elects not to extend the Period of  Employment,  upon the  Executive's
          termination  in  accordance  with the  preceding  sentence  he will be
          entitled to receive:

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                                      -7-


         (a)   those benefits set forth in Section 7.2.1 hereof;

         (b)   the greater of: (i) those payments remaining due under the Period
               of Employment or (ii) an eighteen  month payout of payments equal
               to the Executive's annual Base Salary plus one year of the annual
               Bonus  amount in effect  immediately  prior to such  termination;
               such amount divided by eighteen (18), and

         (c)   all options  exercisable to acquire  shares of TekInsight  Common
               Stock  granted  to  the   Executive  by  TekInsight   during  his
               employment term will become fully vested.

         (d)   medical and other  insurance  coverage  benefits will be extended
               for a period of eighteen (18) months from the termination date

7.2       General Termination Provisions.

7.2.1     General Termination Benefits.  Subject to the other provisions of this
          Agreement,  in the case of any of the  foregoing  terminations  or the
          expiration  of the Period of  Employment,  the Executive or his estate
          shall be entitled to (without duplication of benefits):

         (a)

               any  accrued  but  unpaid  Base  Salary  as of the  date  of such
               termination, including unused vacation;

         (b)

               any earned but unpaid cash incentive  compensation as of the date
               of such termination;

         (c)

               any  reimbursements  or  allowances  due but not yet  paid to the
               Executive; and

         (d)   such employee benefits  described in Section 5.1 as the Executive
               or his estate may be entitled to  hereunder or under the employee
               benefit plans, programs and arrangements of the Company.

          All amounts due the  Executive in  accordance  with this Section 7.2.1
          shall  be paid  promptly  following  their  becoming  due as  provided
          hereunder.

7.2.2     Other  Termination  Provisions.  In the  event of any  termination  of
          employment  under  this  Agreement,  the  Executive  shall be under no
          obligation  to seek  other  employment  and  there  shall be no offset
          against  amounts due the Executive  under this Agreement on account of
          any remuneration attributable to any subsequent employment that he may
          obtain  except  (i) on account  of any  claims  the  Company  may have
          against the Executive  under the terms of this Agreement or otherwise,
          or (ii) on account of any amounts  outstanding  under the terms of the
          Note and any related agreements annexed hereto as Exhibit A, in either
          case the  amounts  of which  shall be offset  against  amounts  due to
          Executive under the Agreement. Any amounts due under Sections 5, 6, or
          7 are in the nature of severance payments  considered to be reasonable
          by the Company and are not in the nature of a penalty.

8.        Means and Effect of  Termination.  Any  termination of the Executive's
          employment  under  this  Agreement  shall be  communicated  by written
          notice of termination  from the terminating  party to the other party.
          The notice of termination shall indicate the specific  provision(s) of
          this Agreement  relied upon in effecting the termination and shall set
          forth in  reasonable  detail  the facts and  circumstances  alleged to
          provide a basis for termination,  if any such basis is required by the
          applicable provision(s) of this Agreement.

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9.        Non-Competition.

          The  Executive  acknowledges  and  recognizes  the highly  competitive
          nature of the businesses of the Company Group, the amount of sensitive
          and  confidential   information  involved  in  the  discharge  of  the
          Executive's  position as President and Chief Executive  Officer of the
          Company,  and the harm to the Company  Group that would result if such
          knowledge  or  expertise  was   disclosed  or  made   available  to  a
          competitor, and accordingly agrees as follows:

         (a)   During  the  Period  of  Employment  and,  as  a  result  of  the
               particular  nature  of  the  Executive's  relationship  with  the
               Company as its President and Chief Executive Officer, for the one
               (1) year period  immediately  following  the  termination  of the
               Period  of  Employment,  the  Executive  will  not,  directly  or
               indirectly,  (i) engage in any business for the  Executive's  own
               account that  competes with the business of any entity within the
               Company  Group,  (ii) enter the employ of, or render any services
               to, any person  engaged in any business  that  competes  with the
               business of any entity within the Company Group,  (iii) acquire a
               financial  interest in any person  engaged in any  business  that
               competes  with the  business  of any entity  within  the  Company
               Group,  directly  or  indirectly,  as  an  individual,   partner,
               shareholder,  officer,  director,  principal,  agent,  trustee or
               consultant,   or  (iv)  interfere  with  business   relationships
               (whether  formed  before  or after  the  date of this  Agreement)
               between the Company,  any of its affiliates or subsidiaries,  and
               any customers,  suppliers, officers, employees, partners, members
               or investors of any entity within the Company Group.

         (b)   Notwithstanding  anything to the contrary in this Agreement,  the
               Executive  may,  directly  or  indirectly,   own,  solely  as  an
               investment,  securities of any person  engaged in the business of
               any member of the Company  Group which are  publicly  traded on a
               national or  regional  stock  exchange or on an  over-the-counter
               market if the Executive (i) is not a controlling  person of, or a
               member of a group which controls,  such person and (ii) does not,
               directly or indirectly, own one percent (1%) or more of any class
               of securities of such person.

          For purposes of this  Agreement,  businesses in  competition  with the
          Company  Group shall  include  businesses  which any entity within the
          Company  Group has  specific  plans to conduct in the future and as to
          which planning the Executive is aware.

10.       Confidentiality; Assignment of Inventions.
10.1      Confidentiality.

10.1.1.   Confidential Information. During the term of Executive's employment by
          the Company or any other member of the Company Group,  and at any time
          following the termination of Executive's  employment by the Company or
          any other member of the Company Group,  for any or no reason,  whether
          voluntary or  involuntary,  with or without cause,  Employee will not,
          without the express prior written consent of the Company,  disclose to
          others,  use or publish  (other than as may be required by Executive's
          duties  while  employed  by the  Company  or any  other  member of the
          Company  Group,  or in the  ordinary  course  of the  business  of the
          Company or any other  member of the  Company  Group) any  proprietary,
          secret or confidential  information of the Company or any other member
          of the Company Group ("Company  Information"),  which for the purposes

<PAGE>
                                      -9-

          hereof shall include,  without limitation,  information  designated by
          the Company or any other member of the Company Group as "proprietary,"
          "secret," or  "confidential"  (or otherwise  similarly  designated) or
          information  which is not  generally  known to  those  outside  of the
          Company Group detailing, listing, describing or otherwise relating to:

          (i)   the business,  conduct or  operations  of the Company, any other
                member of the Company Group, or any of the customers, licensors,
                licensees,  suppliers, consultants or employees of any member of
                the Company Group; or

          (ii)  any materials, devices,  processes,  methods,  ways of business,
                programs,  and/or formulae, technology,  research,  development,
                lists  naming  the  parties  in the   categories   described  in
                subprovision   (i)  above  and  the like,  used  in  organizing,
                promoting,  conducting,  managing or exploiting  the products or
                services of any member of the Company Group; or

          (iii) the existence or  betterment   of,  or  possible  new  uses  or
                applications for,  any of the products or services of any member
                of the Company Group.

          The  obligations  of  confidentiality  set forth in this  Section 10.1
          extend to any proprietary information of any third parties contracting
          with any member of the Company  Group whether or not any member of the
          Company Group has undertaken an express  obligation of confidentiality
          with regard to such persons.  Notwithstanding the foregoing,  the term
          Company  Information  shall not apply to information  (u) Executive is
          compelled  pursuant  to an  order  of a court  or  other  body  having
          jurisdiction  over such  matter to do so (in  which  case the  Company
          shall be given prompt  written notice of such intention to divulge not
          less  that  five (5) days  prior to such  disclosure  or such  shorter
          period as the  circumstances  may  reasonably  permit),  (v) which the
          Company or any of its  affiliates  has  voluntarily  disclosed  to the
          public without  restriction,  (w) which has otherwise lawfully entered
          the public domain,  (x) which the Company or any of its affiliates has
          permitted Executive to disclose by its prior written consent,;  or (y)
          which  Executive  may  disclose  at a forum,  workshop  or round table
          conference with the prior knowledge and consent of the Company.

10.1.2.   Return  of   Confidential   Information.   Upon  the   termination  of
          Executive's  employment by the Company,  Executive agrees that he will
          not take from (nor keep copies or  duplicates  of), but will  promptly
          return to the Company,  any drawings,  notes, plans,  lists,  computer
          programs  or  files,  blueprints,   letters,  writings  or  any  other
          documents whatsoever or reproductions thereof recording, reflecting or
          embodying any Company Information.

10.1.3    Non-disclosure  Agreements with Third Parties.  Executive acknowledges
          that members of the Company Group are now and may hereafter be subject
          to non-disclosure or confidentiality  agreements with third persons or
          entities  pursuant to which  members of the Company Group must protect
          or refrain from use of proprietary  information  which is the property
          of such third persons.  Executive  hereby agrees upon the direction of
          the Company to be bound by the terms of such  agreements  in the event
          Executive  has  access  to  the  proprietary   information   protected
          thereunder  to  the  same  extent  as if  Executive  was  an  original
          individual signatory thereto.
<PAGE>
                                      -10-


10.2      Assignment of Inventions.

         (a)   Any  and  all   inventions,   processes,   procedures,   systems,
               discoveries,   designs,  configurations,   technology,  works  of
               authorship  (including  but not  limited to  computer  programs),
               trade secrets and  improvements  (whether or not  patentable  and
               whether or not they are made,  conceived  or reduced to  practice
               during  working  hours or using  the  data or  facilities  of any
               member of the Company  Group)  (collectively,  the  "Inventions")
               which  Executive  makes,  conceives,   reduces  to  practice,  or
               otherwise  acquires  during  the term of this  Agreement  (either
               solely or  jointly  with  others),  and which are  related to the
               present or planned business,  services or products of the Company
               or any  other  member  of the  Company  Group,  shall be the sole
               property  of the  Company  and  shall  at all  times  and for all
               purposes  be  regarded as  acquired  and held by  Executive  in a
               fiduciary  capacity  for the sole  benefit  of the  Company.  All
               Inventions  that  consist  of  works  of  authorship  capable  of
               protection under copyright laws shall be prepared by Executive as
               "works made for hire",  with the  understanding  that the Company
               shall own all of the exclusive rights to such works of authorship
               under  the  United  States  copyright  law and all  international
               copyright  conventions and foreign laws. Executive hereby assigns
               to the Company, without further compensation, all such Inventions
               and any and all patents,  copyrights,  trademarks, trade names or
               applications  therefor,  in  the  United  States  and  elsewhere,
               relating  thereto.  Executive  shall  promptly  disclose  to  the
               Company  and to no other  party  all such  Inventions  and  shall
               assist the Company for its own benefit in obtaining and enforcing
               patents and  copyright  registrations  on such  Inventions in all
               countries.   Upon   request,    Executive   shall   execute   all
               applications, assignments, instruments and papers and perform all
               acts (such as the giving of testimony in interference proceedings
               and infringement suits or other litigation)  necessary or desired
               by the Company to enable the Company and its successors,  assigns
               and nominees to secure and enjoy the full benefits and advantages
               of such Inventions.

         (b)   In the event the Company is unable,  after reasonable  effort, to
               secure  Executive's  signature  on  any  document  or  instrument
               necessary to secure  trademarks,  letters  patent,  copyrights or
               other  analogous  protection  relating to an  Invention,  whether
               because of Executive's  physical or mental  incapacity or for any
               other reason whatsoever,  Executive hereby irrevocably designates
               and  appoints  the Company and its duly  authorized  officers and
               agents as Executive's agent and attorney-in-fact,  to act for and
               in  Executive's  behalf  and stead to  execute  and file any such
               application  or  applications   and  to  do  all  other  lawfully
               permitted  acts  to  further  the  prosecution  and  issuance  of
               trademarks,   letters   patent,   copyright  or  other  analogous
               protection  thereon  with the same  legal  force and effect as if
               executed by Executive.

         (c)   Executive  hereby  represents  and  warrants to the Company  that
               Executive  (i) is not  presently  under  and will  not  hereafter
               become   subject  to  any  obligation  to  any  person  which  is
               inconsistent  or in conflict  with this  Agreement or which would
               prevent,  limit or impair in any way  Executive's  performance of
               Executive's  obligations hereunder and (ii) has not disclosed and
               will  not  disclose  to the  Company,  nor use for the  Company's
               benefit,  any  confidential  information  or trade secrets of any
               prior employer or principal,  unless and until such  confidential
               information  and  trade  secrets  have  become  public  knowledge
               without Executive's  participation,  or unless such disclosure is
               expressly  permitted by any agreement with such prior employer or
               principal.
<PAGE>
                                      -11-


11.       Antisolicitation; No Disparagement.

          The Executive promises and agrees that during the Period of Employment
          and for a period of two (2) years thereafter:

         (a)   he will not  influence or attempt to  influence  customers of any
               entity  within the Company  Group (as it may now or in the future
               be  composed),  either  directly or  indirectly,  to divert their
               business  away  from  the  Company   Group  to  any   individual,
               partnership,   firm,   corporation   or  other   entity  then  in
               competition  with the  business of any entity  within the Company
               Group; and

         (b)   he will not make disparaging statements, whether oral or written,
               regarding any entity within the Company Group.

          The Company  promises and agrees that during the Period of  Employment
          and for a period  of two (2)  years  thereafter  that it will not make
          disparaging statements, whether oral or written, regarding Executive.

12.       Soliciting Employees.

          The  Executive  promises  and  agrees  that for a  period  of one year
          following  termination  of his  employment  he will  not  directly  or
          indirectly  solicit any person who is then,  or at any time within six
          months prior  thereto was, an employee of an entity within the Company
          Group who earned on an annual basis  $25,000 or more as an employee of
          such  entity at any time  during the last six months of his or her own
          employment to work for any business,  individual,  partnership,  firm,
          corporation,  or other entity then in competition with the business of
          any entity within the Company Group.

13.       Indemnification.

          The Company  agrees to indemnify the  Executive to the fullest  extent
          permitted  by the law of the  jurisdiction  in which  the  Company  is
          incorporated  against claims asserted  against him personally  arising
          out of, or related to, the business of the Company or the  Executive's
          services  for  the  Company.   The  Company  shall  provide  officers'
          liability  insurance  coverage to the  Executive  consistent  with the
          levels of coverage that it provides  generally to its other  executive
          officers from time to time.

14.       General.

14.1      Assignment.  This  Agreement  is personal in its nature and neither of
          the parties hereto shall,  without the consent of the other, assign or
          transfer  this  Agreement  or any  rights  or  obligations  hereunder;
          provided, however, that, in the event of a merger,  consolidation,  or
          transfer  or sale of all or  substantially  all of the  assets  of the
          Company with or to any other  individual(s) or entity,  this Agreement
          shall,  subject to the provisions hereof, be binding upon and inure to
          the benefit of such successor and such successor  shall  discharge and
          perform all the promises,  covenants,  duties,  and obligations of the
          Company hereunder.

14.2      Governing Law. This Agreement and the legal  relations  hereby created
          between the parties  hereto shall be governed by and  construed  under

<PAGE>
                                      -12-


          and in accordance  with the internal laws of the State of  California,
          without regard to conflicts of laws principles thereof.

          The  Executive and the Company agree (a) that his or its legal counsel
          participated in the preparation of this Agreement  and/or he or it has
          had ample  opportunity  to have his or its legal counsel fully examine
          this Agreement, and (b) that the rule of construction that ambiguities
          are to be resolved against the drafting party shall not be employed in
          the  interpretation  of this  Agreement  to the favor of either  party
          hereto against the other.

14.3      Entire Agreement.  This Agreement embodies the entire agreement of the
          parties hereto respecting the matters within its scope. This Agreement
          supersedes  all prior  agreements  of the  parties  hereto  (including
          without  limitation the  Employment  Agreement  between  Executive and
          TekInsight  dated January 2, 2001) on the subject matter  hereof.  Any
          prior   negotiations,   correspondence,   agreements,   proposals   or
          understandings  relating to the subject  matter hereof shall he deemed
          to be  merged  into  this  Agreement  and to the  extent  inconsistent
          herewith, such negotiations, correspondence, agreements, proposals, or
          understandings  shall be deemed to be of no force or effect. There are
          no  representations,  warranties,  or agreements,  whether  express or
          implied,  or oral or  written,  with  respect  to the  subject  matter
          hereof, except as set forth herein.

14.4      Modifications.  This  Agreement  shall  not be  modified  by any  oral
          agreement,  either express or implied,  and all  modifications  hereof
          shall be in writing and signed by the parties hereto.

14.5      Waiver.  Failure  to insist  upon  strict  compliance  with any of the
          terms, covenants, or conditions hereof shall not be deemed a waiver of
          such  term,   covenant,   or  condition,   nor  shall  any  waiver  or
          relinquishment  of, or failure to insist upon strict  compliance with,
          any  right or power  hereunder  at any one or more  times be  deemed a
          waiver or  relinquishment  of such right or power at any other time or
          times.

14.6      Number and Gender.  Where the context  requires,  the  singular  shall
          include the plural,  the plural shall  include the  singular,  and any
          gender shall include all other genders.

14.7      Section  Headings.  The section headings in this Agreement are for the
          purpose of  convenience  only and shall not limit or otherwise  affect
          any of the terms hereof.

14.8      Severability.  In the  event  that a court of  competent  jurisdiction
          determines  that any portion of this  Agreement is in violation of any
          statute or public  policy,  then only the  portions of this  Agreement
          which violate such statute or public policy shall be stricken, and all
          portions of this Agreement  which do not violate any statute or public
          policy shall continue in full force and effect. Furthermore, any court
          order striking any portion of this Agreement shall modify the stricken
          terms as  narrowly  as  possible to give as much effect as possible to
          the intentions of the parties under this Agreement.

14.9      Notices.  All  notices  under this  Agreement  shall be in writing and
          shall be either  personally  delivered or mailed postage  prepaid,  by
          certified United States mail, return receipt  requested,  delivered by
          overnight courier, delivered by facsimile (with confirmation back), or
          delivered by e-mail (with proof of delivery):

          (a)     if to the Company,  at the address of the  Company's principal
                  executive  offices  to  the  attention of the  Chief Financial
                  Officer; or
<PAGE>
                                      -13-

          (b)     if  to  the  Executive,  at  the  address  of  the Executive's
                  principal  residence  as  last  reflected  on  the   Company's
                  records.

          Either party may change its address set forth above by written  notice
          given to the other party in accordance with the foregoing.  Any notice
          shall be effective when personally delivered,  three (3) business days
          after being mailed in  accordance  with the  foregoing,  one day after
          being  delivered to an overnight  courier of national  reputation when
          identified  for priority and next day  delivery,  or upon  delivery by
          facsimile or e-mail.

14.10     Counterparts.  This  Agreement  may  be  executed  in  any  number  of
          counterparts,  each of which  shall be deemed an  original  and all of
          which together shall constitute one and the same instrument.

14.11     Withholding  Taxes.  The Company may withhold from any amounts payable
          under this Agreement such federal, state and local income, employment,
          or other  taxes as may be  required  to be  withheld  pursuant  to any
          applicable law or regulation.

14.12     Section  280G.  Notwithstanding  anything to the contrary set forth in
          this  Agreement,  under no event shall the Company be obligated to pay
          to Executive any severance payments or other amounts which, when taken
          together with all other  payments and benefits  provided by Company to
          Executive in connection with such  termination of employment  (whether
          pursuant  to  this  Agreement  or  otherwise),   would  be  deemed  to
          constitute  excess parachute  payments subject to any excise tax under
          Sections  4999 and/or 280G of the Internal  Revenue  Code of 1986,  as
          amended.

               [Remainder of this page intentionally left blank.]



<PAGE>
                                      -14-


     IN WITNESS  WHEREOF,  the  Company and the  Executive  have  executed  this
Employment Agreement as of the date first above written.


                                                     THE COMPANY
                                                     Tekinsight Services, Inc.,
                                                     a Delaware corporation


                                                  By:/s/James Linesch
                                                     ---------------------------
                                                     James Linesch
                                                     Chief Financial Officer


                                                     Tekinsight.Com, Inc.,
                                                     a Delaware corporation


                                                  By:/s/James Linesch
                                                     ---------------------------
                                                     James Linesch
                                                     Chief Financial Officer


                                                     THE EXECUTIVE

                                                     /s/Steven J. Ross
                                                     ---------------------------
                                                     Steven J. Ross