EMPLOYMENT AGREEMENT


         This Employment Agreement (this "Agreement") is entered into as of
January 2, 2001 (the "Effective Date"), by and between Steven J. Ross (the
"Executive") and TekInsight.com, Inc., a Delaware corporation (the "Company").

                                    RECITALS

         The Company desires that the Executive be employed by the Company 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 and the Company agree as follows:

1.        Duties.

1.1       Retention.  The  Company  does  hereby  hire,  engage,  and employ the
          Executive as the President and Chief Executive Officer of 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
          position,  and shall have duties and  authority  consistent  with such
          position, subject, however, to the other provisions of this Agreement,
          directives of the Board of Directors of the Company (the "Board"), and
          the  corporate  policies and budgets 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. The Executive
          shall  also  serve as a member of the Board of  Directors  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  corporation  other than the Company must be approved
          in writing by the board of directors of the Company, 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   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 Section 9 of this  Agreement,  without giving effect to
          the last sentence

<PAGE>

          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
          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.

1.4       Termination  of  Consulting  Agreement.  The Executive and the Company
          hereby terminate the independent contractor Consulting Agreement; made
          and entered into as of the 15th day of May 2000, by and between Steven
          J. Ross and  BugSolver.com,  Inc. In connection with such termination,
          Mr. Ross agrees to cancel all stock options granted in connection with
          the agreement  pursuant to Section 6(f).  Such options were granted to
          him on February 1, 2000 under a  previously  outstanding  agreement by
          and between the Company and Mr. Ross, dated February 1, 2000.

2.       Period of Employment.

         The "Period of Employment" shall, unless sooner terminated as provided
         herein, be a one (1) year period commencing on the Effective Date and
         ending at the close of business on the day before the first (1st)
         anniversary of the Effective Date. Notwithstanding the preceding
         sentence, commencing on the first anniversary of the Effective Date and
         each anniversary thereof (each an "Extension Date"), the Period of
         Employment shall be automatically extended for an additional one-year
         period, unless the Company provides the other party hereto at least six
         (6) months prior written notice before the next scheduled Extension
         Date that the Period of Employment shall not be so extended. The term
         "Period of Employment" shall include any extension that becomes
         applicable pursuant to the preceding sentence.

3.       Compensation.

3.1

          Base Salary and Bonus. The Executive's initial Base Salary shall be at
          a rate of $350,000 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.  The  Executive  shall be eligible for  profit-sharing
          bonuses and/or discretionary bonuses, to be determined by the Board of
          Directors.


<PAGE>

3.2       Note  Receivable.  Executive  shall be  provided  with an  advance  of
          $170,000 in connection with the execution of this Agreement, the terms
          of which are set forth in the Note and other related documents annexed
          hereto as Exhibit A.

3.3       Equity Compensation. Upon execution of this Agreement, Executive shall
          be granted 400,000 options to purchase  Company Common Stock for $1.25
          per  share.  Such  options  shall  vest  according  to  the  following
          schedule:  (i) 300,000 options will become fully vested upon execution
          of this Agreement and (ii) the remaining 100,000 options shall vest 12
          months from the date hereof.  The Executive  shall be  considered  for
          additional annual stock option grants, in accordance with the policies
          and procedures of the Company then in effect for executive  management
          stock option grants.

3.4       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  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.

         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.
<PAGE>

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 6.1 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;
<PAGE>

         (c)   the  Executive's  failure to perform the duties of the  Company's
               President and Chief Executive  Officer,  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;

         (d)   the Executive's  failure to comply with reasonable  directives of
               the Company's Board of Directors 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)
          on the  consummation  of,  or  within  four  (4)  months  prior  to or
          following,  a Change in Control (as such term is defined below),  or a
          requirement   that  the  Executive   relocate  outside  the  state  of
          California, the Executive shall be entitled to receive:

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

         (b)   a lump sum  severance  payment  equal to  twelve  (12)  times the
               Executive's  monthly Base Salary in effect  immediately  prior to
               such termination; and

          If a Change in Control occurs,  or in the event of 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  Change in Control or  diminution  or
          change in reporting  responsibility,  terminate his  employment and be
          entitled to those benefits specified in Sections 6.2(a) and (b) above.

<PAGE>

         For purposes of this Section 6.2, "Change in Control" means any of the
         following:

         (w)   Change in a majority of the Board of Directors members during any
               12-month period.

         (x)   Approval by the shareholders of the Company of the dissolution or
               liquidation of the Company;

         (y)   Consummation of a merger, consolidation, or other reorganization,
               with or  into,  or the  sale of all or  substantially  all of the
               Company's  business  and/or assets as an entirety to, one or more
               entities  that are not  subsidiaries  or other  affiliates of the
               Company (a "Business Combination"), unless (1) as a result of the
               Business  Combination  more  than 70% of the  outstanding  voting
               power  entitled to vote generally in the election of directors of
               the  surviving  or  resulting  entity  or a parent  thereof  (the
               "Successor Entity")  immediately after the reorganization are, or
               will  be,  owned,  directly  or  indirectly,  by  holders  of the
               Company's voting securities outstanding  immediately prior to the
               Business  Combination;  and (2) no  "person"  or "group" [as such
               term  is used in  Sections  13(d)  and  14(d)  of the  Securities
               Exchange Act of 1934, as amended,  excluding the Successor Entity
               or  an  Excluded   Person  (as  such  term  is  defined   below)]
               beneficially owns,  directly or indirectly,  more than 30% of the
               outstanding   shares  or  the   combined   voting  power  of  the
               outstanding  voting  securities  of the Successor  Entity,  after
               giving effect to the Business  Combination,  except to the extent
               that such ownership existed prior to the Business Combination; or

         (z)   Any "person" or  "group"(as  such term is used in Sections  13(d)
               and 14(d) of the  Securities  Exchange Act of 1934,  as amended),
               other than an Excluded  Person becomes the  beneficial  owner (as
               defined in Rule 13d-3 under the Securities  Exchange Act of 1934,
               as  amended),  directly  or  indirectly,  of  securities  of  the
               Corporation  representing  more than 30% of the  combined  voting
               power of the Corporation's then outstanding  securities  entitled
               to then  vote  generally  in the  election  of  directors  of the
               Corporation,  other  than as a result  of an  acquisition  by any
               employee  benefit plan (or related trust) sponsored or maintained
               by the Company or a Successor Entity.

          "Excluded Person" means (a) any person described in and satisfying the
          conditions of Rule  13d-1(b)(1)  under the Securities  Exchange Act of
          1934, as amended,  (b) the Company,  (c) an employee  benefit plan (or
          related trust) sponsored or maintained by the Company or the Successor
          Entity,  or (d) any person who is the beneficial  owner (as defined in
          Rule 13d-3 under the  Securities  Exchange Act of 1934, as amended) of
          more  than  10% of the  outstanding  shares  of  Common  Stock  on the
          Effective Date (or any affiliate,  successor or related party of or to
          any such person).

   6.3    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
          under the Note and any related  agreements annexed hereto as Exhibit A
          shall be accelerated and immediately due and payable.
<PAGE>

   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 next 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:

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

         (b)   the  greater  of:  (i) those  payments  due  under the  Period of
               Employment or (ii) a lump sum  severance  payment equal to twelve
               (12)  times  the  Executive's   monthly  Base  Salary  in  effect
               immediately prior to such termination; and

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

         (d)   medical and other  insurance  coverage  benefits will be extended
               for a period of twelve (12) 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.
<PAGE>

              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.

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

<PAGE>

               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 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) Employee 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

<PAGE>

         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 an
         Affiliate has voluntarily disclosed to the public without restriction,
         (w) which has otherwise lawfully entered the public domain, (x) which
         the Company or an Affiliate has permitted Employee to disclose by its
         prior written consent; or (y) which Employee 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.

         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



<PAGE>

         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.

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

         (c)   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



<PAGE>

         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 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 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.


<PAGE>

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

         (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.


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<PAGE>



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

                                    THE COMPANY
                                    Tekinsight.com, Inc.,
                                    a Delaware corporation


                                    By:
                                       -----------------------------------------
                                       James Linesch
                                       Chief Financial Officer, on behalf of the
                                       Compensation Committee


                                    THE EXECUTIVE


                                       -----------------------------------------
                                       Steven J. Ross