EXHIBIT 10.13


SEVERANCE PACKAGE
AGREEMENT


This Severance Package Agreement (“Agreement”) between DEALS.COM, INC.,
a Utah corporation (the “Company”) and Douglas F. Greene (“Employee”) is
effective as of the 17th day of June, 1999.


Recitals


WHEREAS, Employee is a key employee of the Company;


WHEREAS, Employee is Vice President of Internet Development;


WHEREAS, Company desires to provide a severance package to Employee as
new and additional consideration for Employee’s past services to Company and
Employee’s continued services from the date of this Agreement.


NOW THEREFORE, in consideration of the mutual promises and covenants
set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged by each party, the parties
agree as follows:


1.             Recitals.  The above Recitals are hereby incorporated
into this Agreement.


2.             Grant
of Severance Benefits.  Company
hereby agrees to pay Employee a lump sum of SEVENTY FIVE THOUSAND U.S. DOLLARS
(U.S. $75,000) within thirty (30) days of any of the following:


(a)           Employee’s
termination by the Company for no cause. 
This Agreement, however, shall not apply to, and no severance payments
or consideration shall be provided for, any termination for cause.  “Cause” includes but is not limited to:  (i) neglect or deliberate or
intentional refusal to perform assigned duties and obligations or follow
policies or procedures, (ii) embezzlement, theft, or any other criminal
conduct, (iii) any grossly negligent activity, or (iv) any activity
that causes harm to the company, its reputation, or to its directors or
employees.


(b)           Employee
terminating employment with the Company at any time following any reduction in
his salary, any reduction in his duties and responsibilities.


(Hereafter, any event described under either
subparagraphs 2(a) or 2(b) to which this Agreement applies will be
referred to as a “Triggering Event”.)


Employee will continue to be covered under all of the Company’s health
and major medical plans then in effect for a period of one (1) year any
Triggering Event.  All stock options
granted to Employee under any plan or agreement shall immediately vest upon the
occurrence of any Triggering Event and shall be exercisable for a period of one
(1) year after the later occurrence of any Triggering Event.

















 


3.             No
Impairment of Prior Granted Employment Rights.  This Agreement does not infringe upon or impair any rights
granted to Employee under any previous employment agreements, including but not
limited to the agreement entered into between D2 Discounts Direct, the
Company’s predecessor in interest, and Employee dated February 5, 1999 as
amended.


4.             Interpretation.  If any part of this Agreement violates any
statute or public policy, that part will have no effect, and the rest of the
Agreement shall be fully enforceable. 
If any part of this Agreement is unenforceable because it is overly
broad, the court shall narrow its scope and then enforce that part to the
effect permissible.


5.             Assignment.  This Agreement shall be binding upon and
enure to the benefit of the successors and assigns of the parties.


6.             Entire
Agreement.  This Agreement replaces
and supercedes all other severance agreements that may have been entered into
by the Parties.  This Agreement
constitutes the entire understanding between the Company and Employee
concerning the subject matter hereof. 
This Agreement may not be modified except in writing.


7.             Attorney
Fees.  In the event any action in
law or equity or other proceeding is brought for the enforcement of this
Agreement or in connection with any of the provisions of this Agreement, the
successful or prevailing party shall be entitled to reasonable attorney’s fees
and other costs reasonably incurred in such action or proceeding.


8.             Applicable
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of
Utah.  Any dispute concerning this
Agreement can only be brought in the state or federal courts located in Utah.


9.             Authority.  The persons signing below warrant that they
are authorized to enter into this Agreement on behalf of their respective
principals identified below and that by their signatures they bind such
principals to this Agreement.


[SIGNATURES ON FOLLOWING PAGE]


 


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IN WITNESS WHEREOF, the parties hereto
acknowledge that they have read, understand and agree to all of the terms and
provisions of this Agreement and have caused this Agreement to be executed as
of the date first written above.  This
Agreement will expire one year from its effective date.


 


	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/
  Rob Brazell

  
	
   

  	
   

  	
   

  	
  Rob
  Brazell, Its CEO and Chairman of the

   Board of Directors

  



 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Douglas F. Greene

  
	
   

  	
   

  	
  Douglas
  F. Greene

  



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