EXHIBIT 10.15

                         EMPLOYMENT AGREEMENT LION, INC.
                       (Timothy F. Newberry, Co-President)

         This Employment  Agreement (this "Agreement") is made effective the 8th
day of December,  2003  ("Effective  Date"),  by LION,  Inc.  ("Employer"),  and
Timothy F. Newberry, Co-President of LION, Inc. ("Executive").

                                    RECITALS

         Employer desires  Executive's  employment with Employer,  and Executive
wishes to accept such  employment,  upon the terms and  conditions  set forth in
this Agreement.

                                    AGREEMENT

         The parties, intending to be legally bound, agree as follows:

                                 1. DEFINITIONS

         For the  purposes  of this  Agreement,  the  following  terms  have the
meanings specified or referred to in this Section 1.

         1.1 "Basic Compensation" is defined as Salary and Benefits (see Section
3.1.1 and 3.1.2).

         1.2  "Bonus Compensation" is defined in Section 3.2.

         1.3  "Cause" is defined in Section 6.2

         1.4 "Confidential  Information" is defined as the following information
and materials in written,  oral, magnetic,  photographic,  optical or other form
and  whether  now  existing  or  developed  or  created  during the term of this
Agreement which are proprietary to Employer and are highly sensitive in nature.

                  1.4.1  INFORMATION  MARKED  PROPRIETARY OR  CONFIDENTIAL.  All
data, documents, materials, drawings and information in tangible form and marked
"Proprietary" or "Confidential."

                  1.4.2  PRODUCTS.  Any  and  all  ideas,  designs,  inventions,
discoveries,   processes,   methods,  plans,  concepts,   methods,   techniques,
structures,  specifications,  design specifications,  design notes, flow charts,
documentation,  technical and engineering data, laboratory studies, test results
and any other  information  and  materials,  whether  or not in  tangible  form,
relating to Employer's operations.

                  1.4.3 TRADE SECRETS.  All Employer's trade secrets, as defined
in the  Washington  Trade Secrets Law, RCW 19.108 et seq. and including  without
limitation,  the specific terms of Employer's  relationships  or agreements with
significant  vendors  and  customers,   and  targeted  prospective  vendors  and
customers;  Employer's  customer list;  and  information  concerning  Employer's
management, finance, marketing and business plans.

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                  1.4.4  LEGAL  RIGHTS.  Patents,   copyrights,  trade  secrets,
trademarks, and service marks ("Intellectual Property"), including any documents
containing information concerning such Intellectual Property.

                  1.4.5 THIRD PARTY  INFORMATION.  Any and all  information  and
materials in Employer's possession or under its control from any other person or
entity  which  Employer is  obligated to treat as  confidential  or  proprietary
("Third Party Information").

                  1.4.6  NOT  GENERALLY  KNOWN.  Any  and  all  information  not
generally  known to the  public  or  within  the  industries  or trades in which
Employer competes.

         1.5  "Effective  Date" means the date stated in the first  paragraph of
the Agreement.

         1.6  "Employment  Period"  means the period  beginning on the Effective
Date and ending on termination of Executive's employment pursuant to Section 6.

         1.7 "Person" is any individual,  corporation  (including any non-profit
corporation),  general or limited partnership,  limited liability company, joint
venture, estate, trust, association, organization, or governmental body.

         1.8  "Post-Employment Period" is defined in Section 8.2.4.

         1.9  "Proprietary Items" is defined in Section 7.2.4.

         1.10  "Salary" is defined in Section 3.1.1.

         1.11 "Severance  Benefit" is defined as 50% of the  Executive's  annual
salary for the calendar  year in which this  Agreement is  terminated,  together
with  continuation of Benefits as defined in Sections 3.1.2 and 6.3.5 herein, at
the level the Executive is receiving at the time of  Termination  for six months
immediately following the Date of Termination.

         1.12     "Stock" - Common stock of LION, Inc.

                            2. EMPLOYMENT AND DUTIES

         2.1  EMPLOYMENT

         Employer  hereby  employs  Executive,   and  Executive  hereby  accepts
employment  by  Employer,  upon  the  terms  and  conditions  set  forth in this
Agreement.

         2.2  TERM

         Subject  to the  provision  of  Section  6,  the  term  of  Executive's
employment  under  this  Agreement  will be three (3)  years,  beginning  on the
effective  date  (December 8, 2003) and ending on the third  anniversary  of the
Effective Date.

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         2.3  DUTIES

         Executive  will  have such  duties  as are  assigned  or  delegated  to
Executive  by the  Chief  Executive  Officer  of  Employer  and  will  serve  as
Co-President,  Operations.  Executive  will  devote his entire  business,  time,
attention,  skill, and energy exclusively to the business of Employer,  will use
his best  efforts  to  promote  the  success of  Employer's  business,  and will
cooperate fully with the Chief  Executive  Officer and the Board of Directors in
the advancement of the best interests of Employer.  If Executive is elected as a
director  of  Employer  or as a director  or  officer of any of its  affiliates,
Executive will fulfill his duties as such director or officer without additional
compensation.

                                 3. COMPENSATION

         3.1  BASIC COMPENSATION

                  3.1.1  SALARY.  Executive  will be paid an  annual  salary  of
$200,000/year subject to adjustment as provided below (the "Salary"), which will
be payable in equal  periodic  installments  according to  Employer's  customary
payroll practices,  but no less frequently than monthly. The Salary and Benefits
(i.e.  Basic  Compensation)  will be reviewed by the Board of Directors not less
frequently than annually.

                  3.1.2 BENEFITS.  Executive will, during the Employment Period,
be permitted  to  participate  in such  pension,  profit  sharing,  bonus,  life
insurance,  hospitalization,  major medical, and other employee benefit plans of
Employer  that may be in effect from time to time,  to the extent  Executive  is
eligible under the terms of those plans (collectively, the "Benefits").

         3.2  BONUS COMPENSATION

         Annually the  Compensation  Committee will review and/or  determine any
bonus compensation plans or changes thereto for the Executive (Exhibit A).

                           4.0 FACILITIES AND EXPENSES

         4.1  GENERAL

         Employer will furnish Executive office space, equipment,  supplies, and
such other  facilities and personnel as Employer deems  necessary or appropriate
for the performance of Executive's  duties under this  Agreement.  Employer will
pay on behalf of Executive  (or reimburse  Executive  for)  reasonable  expenses
incurred  by  Executive  at the  request  of, or on behalf of,  Employer  in the
performance of Executive's duties pursuant to this Agreement,  and in accordance
with  Employer's  policies.  Executive must file expense reports with respect to
such expenses in accordance with Employer's policies.

         4.2  BUSINESS EXPENSES

         Employer shall  reimburse  Executive for all  reasonable,  ordinary and
necessary  business  expenses  incurred by Executive in the  performance  of his
duties and the promotion of the Employer's business.

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         4.3  CELLULAR PHONE

         Employer  will pay for and  provide  Executive  with a cellular  phone,
phone service and wireless  connectivity device for business use if so requested
by the Executive.

                            5. VACATIONS AND HOLIDAYS

         Executive will be entitled to vacation each calendar year in accordance
with the vacation  policies of Employer in effect for its employee officers from
time to time,  in any  event  not less  than  four (4)  weeks  vacation  a year.
Vacation  must be taken by  Executive  at such time or times as  approved by the
Board of  Directors.  Executive  will also be entitled to the paid  holidays set
forth in Employer's  policies.  Vacation  days and holidays  during any calendar
year that are not used by Executive during such calendar year may not be used in
any subsequent calendar year without Employer's prior written consent.

                                 6. TERMINATION

         6.1  EVENTS OF TERMINATION

         The Employment Period,  Executive's Salary and Benefits and any and all
other  rights of Executive  under this  Agreement or otherwise as an employee of
Employer will terminate (except as otherwise  provided in this Section 6) on the
earliest of:

                  6.1.1 Upon the death of Executive;

                  6.1.2  Upon written notice by Executive;

                  6.1.3  Upon written notice by Employer;

                  6.1.4 For Cause (as defined in Section 6.2),  immediately upon
notice  from  Employer  to  Executive,  or at such later time as such notice may
specify.

         6.2  DEFINITION OF "FOR CAUSE"

         For purposes of Section 6.2, "Cause for Employer" shall mean any of the
following:  (i) Executive's  theft,  dishonesty,  or falsification of Employer's
documents  or  records;  (ii)  Executive's  participation  in a fraud  or act of
dishonesty  against  Employer;  (iii) any action taken in bad faith by Executive
which has a  detrimental  effect on  Employer's  reputation  or  business;  (iv)
Executive's  willful  failure or  inability to perform any  reasonable  assigned
duties that is not remedied by Executive  within forty five (45) days of written
notice of such failure or inability from Employer;  (v)  Executive's  unremedied
material breach of this Agreement after receipt of the written notice  discussed
above,  or any  violation of  Employer's  written  policies  constituting  gross
intentional  misconduct adversely and demonstrably affecting Employer's business
or reputation;  or (vi) Executive's  conviction (including any plea of guilty or
NOLO CONTENDERE) of any felony or crime involving dishonesty.

         For purposes of Section 6.2,  "Cause for Executive"  shall mean any one
of the  following  events  which occurs  without  Executive's  consent:  (i) any
reduction of Executive's then existing  compensation or benefits,  except to the
extent that such  compensation  of all other  senior  executives


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of Employer is equally  reduced;  (ii) any material  diminution  of  Executive's
duties,  responsibilities,  authority,  reporting  structure,  titles or offices
provided Executive gives Employer written notice of such material diminution and
it is not  remedied  by  Employer  within  thirty  (30) days of  receipt of such
notice;  (iii) any  request  that  Executive  relocate to a work site that would
increase Executive's one-way commute distance by more than fifty (50) miles from
Executive's  then principal  residence;  (iv) any material breach by Employer of
its  obligations  under this  Agreement  that is not remedied by Company  within
thirty (30) days of written  notice of such breach from  Executive;  (v) another
entity or person  becoming  the  majority  owner  through a hostile  takeover of
Employer;  or (vi) a slate of directors is elected, a majority of which were not
recommended by the existing directors and management prior to the vote.

         6.3  TERMINATION PAY

         Effective  upon the  termination  of this  Agreement,  Employer will be
obligated to pay Executive only such compensation as is provided in this Section
6.3, and in lieu of all other amounts and in settlement and complete  release of
all claims Executive may have against Employer.

                  6.3.1  TERMINATION  BY EMPLOYER  FOR CAUSE OR  TERMINATION  BY
EXECUTIVE  WITHOUT CAUSE.  If Employer  terminates  this Agreement for Cause, or
Executive terminates this Agreement without cause, Executive will be entitled to
receive his Salary only through the date such termination is effective.

                  6.3.2  TERMINATION UPON DEATH. If this Agreement is terminated
because of Executive's  death,  Executive will be entitled to receive his Salary
through  the end of the  calendar  month  in  which  his  death  occurs,  plus a
Severance Benefit.

                  6.3.3  TERMINATION  BY  EMPLOYER  WITHOUT  CAUSE.  If Employer
terminates this Agreement without Cause,  Employer will pay Executive his Salary
through the end of the calendar month in which such termination occurs. Employer
will also pay the Severance Benefit.

                  6.3.4  TERMINATION  BY EXECUTIVE  FOR CAUSE.  If the Executive
terminates  this  Agreement  "for cause",  the Employer  will pay  Executive his
Salary through the end of the calendar month in which such  termination  occurs.
Employer will also pay the Severance Benefit.

                  6.3.5 BENEFITS.  Executive's  accrual of, or  participation in
plans providing for benefits will cease at the effective date of the termination
of this Agreement,  and Executive will be entitled to accrued Benefits  pursuant
to such plans only as provided in such plans.  Following the  Termination  Date,
the Executive  has the right to continue  coverage  under the  Company's  health
insurance plans as provided by the  Consolidated  Omnibus Budget  Reconciliation
Act of  1985,  as  amended  ("COBRA"),  provided  the  Executive  makes a timely
election for such continued coverage.  However, if the Executive terminates "for
cause" or the Employer  terminates the Executive "without cause",  Employer will
provide, at no expense to the Executive during the 6 month Severance Period, any
health insurance benefits provided under the Employer's Plans.

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                           7. NON-DISCLOSURE COVENANT

         7.1  ACKNOWLEDGMENTS BY THE EXECUTIVE

         Executive  acknowledges  that (a) during the Employment Period and as a
part of his  employment,  Executive  will be  afforded  access  to  Confidential
Information;  (b) public disclosure of such Confidential  Information could have
an adverse  effect on Employer and its business;  and (c) the provisions of this
Section 7 are reasonable and necessary to prevent the improper use or disclosure
of Confidential Information.

         7.2  AGREEMENTS OF THE EXECUTIVE

         In  consideration  of the  compensation  and  benefits  to be  paid  or
provided to Executive by Employer under this Agreement,  Executive  covenants as
follows:

                  7.2.1 During and following the  Employment  Period,  Executive
will hold in confidence the Confidential Information and will not disclose it to
any person except with the specific prior written  consent of Employer or except
as otherwise expressly permitted by the terms of this Agreement.

                  7.2.2 Any trade secrets of Employer will be entitled to all of
the  protections and benefits under  Washington  trade secret law, RCW 19.108 et
seq., and any other applicable law. If any information that Employer deems to be
a trade secret is found by a court of competent  jurisdiction  not to be a trade
secret for purposes of this Agreement,  such information will, nevertheless,  be
considered  Confidential  Information for purposes of this Agreement.  Executive
hereby waives any  requirement  that Employer submit proof of the economic value
of any trade secret or post a bond or other security.

                  7.2.3  None  of the  foregoing  obligations  and  restrictions
applies to any part of the Confidential  Information that Executive demonstrates
was or became  generally  available  to the  public  other than as a result of a
disclosure by Executive.

                  7.2.4  Executive  will not  remove  from  Employer's  premises
(except to the  extent  such  removal  is for  purposes  of the  performance  of
Executive's  duties  at  home  or  while  traveling,   or  except  as  otherwise
specifically  authorized  by Employer)  any document,  record,  notebook,  plan,
model,  component,  device, or computer software or code,  whether embodied in a
disk or in any other form  (collectively,  the "Proprietary  Items").  Executive
recognizes  that,  as between  Employer and  Executive,  all of the  Proprietary
Items,  whether or not  developed by Executive,  are the  exclusive  property of
Employer.  Upon  termination  of this  Agreement  by either  party,  or upon the
request of  Employer  during the  Employment  Period,  Executive  will return to
Employer all of the  Proprietary  Items in Executive's  possession or subject to
Executive's  control,  and  Executive  shall not retain any  copies,  abstracts,
sketches, or other physical embodiment of any of the Proprietary Items.

         7.3  DISPUTES OR CONTROVERSIES

         Executive  recognizes that should a dispute or controversy arising from
or  relating to this  Agreement  be  submitted  for  adjudication  to any court,
arbitration  panel,  or other third party,  the  preservation  of the secrecy of
Confidential   Information  may  be  jeopardized.   All  pleadings,   documents,
testimony,  and records relating to any such  adjudication will be maintained in
secrecy


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and  will  be  available  for  inspection  by  Employer,  Executive,  and  their
respective  attorneys and experts, who will agree, in advance and in writing, to
receive and maintain all such  information in secrecy,  except as may be limited
by them in writing.

                     8. NON-COMPETITION AND NON-INTERFERENCE

         8.1  ACKNOWLEDGMENTS BY THE EXECUTIVE

         Executive  acknowledges  that:  (a) the services to be performed by him
under this  Agreement  are of a special,  unique,  unusual,  extraordinary,  and
intellectual character;  (b) Employer competes with other businesses that are or
could  be  located  in any part of the  world;  and (c) the  provisions  of this
Section 8 are reasonable and necessary to protect Employer's business.

         Executive  acknowledges that the products or activities and services of
the  Employer  include,  but are not limited to, the  acquisition,  assemblence,
marketing and sales of Employer's products and services,  including industry web
site development and hosting,  rate and fee content information from lenders for
mortgage brokers,  and Internet-based  technology solutions for mortgage brokers
and lenders.  Executive further acknowledges that the products,  activities, and
services of the Employer may expand during  Executive's term of employment,  and
that the  provisions  of this Section 8 apply to all products,  activities,  and
services of Employer in effect at the time of Executive's termination.

         8.2  COVENANTS OF THE EXECUTIVE

         In  consideration  of  the   acknowledgments   by  Executive,   and  in
consideration  of the  compensation  and  benefits  to be  paid or  provided  to
Executive  by  Employer,  Executive  covenants  that he will  not,  directly  or
indirectly:

                  8.2.1 During the  Employment  Period,  except in the course of
his employment hereunder,  engage or invest in, own, manage,  operate,  finance,
control, or participate in the ownership,  management,  operation, financing, or
control of, be employed by,  associated  with, or in any manner  connected with,
lend  Executive's  name or any similar  name to, lend  Executive's  credit to or
render services or advice to, any business whose products or activities  compete
in whole or in part with the products or activities of Employer  anywhere within
the United States;  provided,  however, that Executive may purchase or otherwise
acquire up to (but not more than) one percent of any class of  securities of any
enterprise  (but  without  otherwise  participating  in the  activities  of such
enterprise) if such securities are listed on any national or regional securities
exchange or have been registered under Section 12(g) of the Securities  Exchange
Act of 1934;

                  8.2.2 Whether for  Executive's  own account or for the account
of any  other  person,  at  any  time  during  the  Employment  Period  and  the
Post-Employment  Period,  solicit  business  of the same or  similar  type being
carried on by  Employer,  from any person known by Executive to be a customer of
Employer,  whether or not Executive had personal contact with such person during
and by reason of Executive's employment with Employer;

                  8.2.3  Whether for  Executive's  own account or the account of
any  other  person  (a) at  any  time  during  the  Employment  Period  and  the
Post-Employment  Period,  solicit,  employ,  or otherwise engage as an employee,
independent contractor,  or otherwise, any person who is an employee of Employer
or in any  manner  induce or  attempt  to induce any  employee  of  Employer  to
terminate his employment with Employer; or (b) at any time during the Employment
Period and the


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Post Employment Period,  interfere with Employer's relationship with any person,
including  any  person  who at any time  during  the  Employment  Period  was an
employee, contractor, supplier, or customer of Employer; or

         8.2.4 At any time  during or after  the  Employment  Period,  disparage
Employer or any of its shareholders, directors, officers, employees, or agents.

         For purposes of this Section  8.2,  the term  "Post-Employment  Period"
means the 1 year period  beginning  on the date of  termination  of  Executive's
employment with Employer.

         If any  covenant  in  this  Section  8.2 is  held  to be  unreasonable,
arbitrary,  or against  public  policy,  such  covenant will be considered to be
divisible  with respect to scope,  time,  and  geographic  area, and such lesser
scope,  time,  or  geographic  area,  or all of them,  as a court  of  competent
jurisdiction  may determine to be  reasonable,  not  arbitrary,  and not against
public policy, will be effective, binding, and enforceable against Executive.

         The period of time  applicable to any covenant in this Section 8.2 will
be extended by the duration of any violation by Executive of such covenant.

         Executive will, while the covenant under this Section 8.2 is in effect,
give notice to Employer,  within ten days after accepting any other  employment,
of the identity of Executive's employer.  Employer may notify such employer that
Executive is bound by this Agreement and, at Employer's  election,  furnish such
employer with a copy of this Agreement or relevant portions thereof.

                              9. GENERAL PROVISIONS

         9.1  INJUNCTIVE RELIEF AND ADDITIONAL REMEDY

         Executive  acknowledges  that the  injury  that  would be  suffered  by
Employer as a result of a breach of the provisions of this Agreement  (including
any  provision  of Sections 7 and 8) would be  irreparable  and that an award of
monetary  damages to Employer for such a breach would be an  inadequate  remedy.
Consequently,  Employer will have the right,  in addition to any other rights it
may have,  to obtain  injunctive  relief to  restrain  any breach or  threatened
breach or otherwise to  specifically  enforce any  provision of this  Agreement.
Without limiting Employer's rights under this Section 9 or any other remedies of
Employer,  if  Executive  breaches  any of the  provisions  of  Section  7 or 8,
Employer  will have the right to cease  making  any  payments  otherwise  due to
Executive under this Agreement.

         9.2  COVENANTS OF SECTIONS 7 AND 8 ARE ESSENTIAL AND INDEPENDENT
              COVENANTS

         The covenants by Executive in Sections 7 and 8 are  essential  elements
of this  Agreement,  and  without  Executive's  agreement  to  comply  with such
covenants,  Employer  would not have  entered  into this  Agreement  or employed
Executive.  Executive  has  independently  consulted  his  counsel  and has been
advised in all respects  concerning  the  reasonableness  and  propriety of such
covenants,  with  specific  regard to the nature of the  business  conducted  by
Employer.

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         Executive's covenants in Sections 7 and 8 are independent covenants and
the existence of any claim by Executive against Employer under this Agreement or
otherwise, will not excuse Executive's breach of any covenant in Section 7 or 8.

         If Executive's  employment  hereunder  expires or is  terminated,  this
Agreement  will continue in full force and effect as is necessary or appropriate
to enforce the covenants and agreements of Executive in Sections 7 and 8.

         9.3  REPRESENTATIONS AND WARRANTIES BY THE EXECUTIVE

         Executive  represents  and warrants to Employer  that the execution and
delivery by Executive of this Agreement do not, and the performance by Executive
of  Executive's  obligations  hereunder  will not, with or without the giving of
notice  or the  passage  of time,  or both:  (a)  violate  any  judgment,  writ,
injunction, or order of any court, arbitrator, or governmental agency applicable
to Executive; or (b) conflict with, result in the breach of any provisions of or
the  termination  of, or  constitute  a default  under,  any  agreement to which
Executive is a party or by which Executive is or may be bound.

         9.4  OBLIGATIONS CONTINGENT ON PERFORMANCE

         The obligations of Employer hereunder,  including its obligation to pay
the   compensation   provided  for  herein,   are  contingent  upon  Executive's
performance of Executive's obligations hereunder.

         9.5  WAIVER

         The rights and remedies of the parties to this Agreement are cumulative
and not  alternative.  Neither  the  failure  nor any delay by  either  party in
exercising any right, power, or privilege under this Agreement will operate as a
waiver of such right, power, or privilege,  and no single or partial exercise of
any such right,  power, or privilege will preclude any other or further exercise
of such right, power, or privilege or the exercise of any other right, power, or
privilege.  To the maximum extent  permitted by applicable  law, (a) no claim or
right arising out of this Agreement can be discharged by one party,  in whole or
in part,  by a waiver or  renunciation  of the claim or right  unless in writing
signed by the other  party;  (b) no waiver  that may be given by a party will be
applicable  except in the specific  instance  for which it is given;  and (c) no
notice to or demand on one party will be deemed to be a waiver of any obligation
of such party or of the right of the party  giving such notice or demand to take
further action without notice or demand as provided in this Agreement.

         9.6  BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED

         This  Agreement  shall  inure to the  benefit  of, and shall be binding
upon, the parties hereto and their respective  successors,  assigns,  heirs, and
legal  representatives,  including  any entity with which  Employer may merge or
consolidate  or to  which  all  or  substantially  all  of  its  assets  may  be
transferred.  The duties and covenants of Executive under this Agreement,  being
personal, may not be delegated.

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         9.7  NOTICES

         All notices,  consents,  waivers,  and other  communications under this
Agreement must be in writing and will be deemed to have been duly given when (a)
delivered by hand (with written confirmation of receipt),  (b) sent by facsimile
(with  written  confirmation  of  receipt),  provided  that a copy is  mailed by
registered  mail,  return  receipt  requested,  or  (c)  when  received  by  the
addressee,  if  sent  by a  nationally  recognized  overnight  delivery  service
(receipt  requested),  in each case to the  appropriate  addresses and facsimile
numbers set forth below (or to such other  addresses and facsimile  numbers as a
party may designate by notice to the other parties):

         If to Executive:

         Timothy F. Newberry
         42 Miwok Drive
         San Anselmo, CA 94960
         Telephone No.: (415) 264-7243

or to such  other  addresses  and  faxes as the  parties  may from  time to time
designate in writing.

         If to Employer:

         Chief Executive Officer
         LION, Inc.
         4700-42nd Ave. SW, Suite 430
         Seattle, WA 98116
         Telephone No.: (206) 577-1440

or to such other  addresses and telephone  numbers as the Employer may from time
to time designate in writing.

         9.8  ENTIRE AGREEMENT; AMENDMENTS

         This Agreement  contains the entire agreement  between the parties with
respect to the subject  matter hereof and  supersedes  all prior  agreements and
understandings,  oral or written, between the parties hereto with respect to the
subject  matter hereof,  provided,  however,  that any prior or  contemporaneous
agreements   between  the  parties  concerning   confidentiality,   intellectual
property, inventions,  non-competition,  and/or non-solicitation shall remain in
full force and effect if and to the extent that they provide greater  protection
to Employer.  This Agreement may not be amended orally, but only by an agreement
in writing signed by the parties hereto.

         9.9  ARBITRATION

         Except when injunctive relief is sought by Employer pursuant to Section
9.1,  Employer  and  Executive  shall  settle any and all  claims,  disputes  or
controversies   arising  out  of  or  relating  to  Executive's   candidacy  for
employment, employment and/or cessation of employment with Employer, exclusively
by final and binding arbitration before a single neutral Arbitrator. Such claims
include claims under federal,  state and local statutory or common law; wrongful
termination;  claims for wages, including,  but not limited to, claims under the
Fair  Labor  Standards  Act,   Washington  Minimum  Wage  Act,  or  other  state
equivalent;  breach of public policy;  claims of  discrimination  or


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harassment,  including,  but not limited to, claims under the Age Discrimination
in Employment  Act,  Title VII of the Civil Rights Act of 1964, the Civil Rights
Act of 1991,  the Americans  with  Disabilities  Act, the Washington Law Against
Discrimination,   and  any  other  state  or  local   discrimination  laws.  The
arbitration shall be submitted to the American Arbitration  Association,  and it
shall be conducted in Seattle,  Washington  in  accordance  with the  Commercial
Dispute Resolution  Procedures then in effect.  Judgment upon the award rendered
may be entered only in King County Superior Court.

         9.10  GOVERNING LAW

         This  Agreement will be governed by the laws of the State of California
without regard to conflicts of laws principles.

         9.11  JURISDICTION

         Any action or proceeding  seeking to enforce any provision of, or based
on any right arising out of, this Agreement may be brought against either of the
parties in the courts of the State of  Washington,  County of King,  and each of
the parties  consents to the jurisdiction of such courts (and of the appropriate
appellate  courts) in any such action or proceeding  and waives any objection to
venue  laid  therein.  Process in any action or  proceeding  referred  to in the
preceding sentence may be served on either party anywhere in the world.

         9.12  SECTION HEADINGS, CONSTRUCTION

         The headings of Sections in this Agreement are provided for convenience
only and will not affect its construction or  interpretation.  All references to
"Section" or "Sections" refer to the  corresponding  Section or Sections of this
Agreement unless otherwise  specified.  All words used in this Agreement will be
construed to be of such gender or number as the  circumstances  require.  Unless
otherwise expressly provided,  the word "including" does not limit the preceding
words or terms.

         9.13  SEVERABILITY

         If any provision of this Agreement is held invalid or  unenforceable by
any court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

         9.14  DRAFTSMANSHIP

         There shall be no presumption of  draftsmanship  in the  preparation or
execution of this Agreement.

         9.15  COUNTERPARTS

         This  Agreement  may be executed in one or more  counterparts,  each of
which will be deemed to be an original copy of this  Agreement and all of which,
when taken together, will be deemed to constitute one and the same agreement.

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

EMPLOYER:                                  EXECUTIVE:



---------------------------------------    -------------------------------------
Randall D. Miles                           Timothy F. Newberry
Chief Executive Officer








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