EMPLOYMENT AGREEMENT

         This Agreement, is effective as of the 29th day of September, 1999 (the
"Effective  Date"),  and  is  made  and  entered  into  by  and  between  GALAXY
ENTERPRISES, INC., a Nevada Corporation,  having its principal place of business
in  Orem,  Utah  ("Galaxy"),  and  _______________  the  undersigned  individual
("Employee").

                                    RECITALS

         WHEREAS, Galaxy is in the business of developing and marketing computer
software and services to companies engaged in Internet commerce; and

         WHEREAS,  both  Galaxy  and  Employee  desire to  embody  the terms and
conditions of Employee's employment in a written agreement which shall supersede
any and all prior agreements of employment, whether written or oral.

         NOW,  THEREFORE,  in  consideration  of the  mutual  agreements  herein
contained, the parties hereby agree as follows:

                               GENERAL PROVISIONS

         1.  Employment and Term:  Galaxy hereby  employs  Employee and Employee
hereby agrees to serve Galaxy as ____________________________________.  The term
of Employee's  employment shall be Thirty-six (36) months, and shall hereinafter
be referred  to as the  "Initial  Term." The Initial  Term shall begin as of the
Effective Date. Unless and until Employee's employment with Galaxy is terminated
by Galaxy or  Employee  for any reason or no reason,  at the end of the  Initial
Term this Agreement shall  automatically  be renewed and extended for additional
periods of twelve (12) months each and Employee's  employment  with Galaxy shall
continue during the extended period.

         2. Employee's Time and Loyalty:  Employee shall devote  Employee's full
time and efforts to Galaxy  during the term of Employee's  employment.  Employee
shall  also act with  complete  loyalty  to  Galaxy,  and  during  the period of
Employee's  employment,  Employee  shall not engage in any  activity  or conduct
prohibited by Section 14.

         3.  Compensation:

          (a) Base  Salary:  As  compensation,  Galaxy shall pay Employee a base
     salary in the amount of $ per year ("Base  Salary").  Galaxy shall have the
     right,  in its sole  discretion,  to  prospectively  increase the amount of
     Employee's  Base Salary.  Base Salary  shall be paid  according to Galaxy's
     regular payroll schedule.

          (b) Discretionary Bonuses: In addition to Base Salary,  Employee shall
     be eligible to participate in the executive  bonus program (the  "Executive
     Bonus  Program").  Payment of any bonus under the  Executive  Bonus Program
     shall be at the sole  discretion  of Galaxy and shall be  according  to the
     then current practice and criteria  established by Galaxy.  Galaxy may upon
     reasonable notice to Employee,  discontinue the Executive Bonus Program for
     Employee effective the end of any employment year of Employee's employment.

         4. Employee's  Benefits:  In addition to Base Salary,  until Employee's
employment is terminated,  Employee  shall be entitled to all standard  employee
benefits  then in effect for  employees  of Galaxy who are  executive  officers.
These presently include 100% of all medical and life insurance  premiums and use
of a company automobile.

         5. Employee's  Conduct:  Employee shall conduct himself or herself in a
professional  manner at all times and  perform  the  duties set forth in Exhibit
"A", attached hereto,  and such other duties as shall be specified by Galaxy, in
a competent  and  responsible  manner and to Galaxy's  reasonable  satisfaction.
Employee  further  agrees to abide by the policies and  procedures as may be set
forth in handbooks, manuals and other materials provided by Galaxy.

         6.       Termination:

          (a)  Prior  Employment  Agreements.  Employee  has  been  continuously
     employed by Galaxy on a full-time  basis since  ____________________.  This
     Agreement  revokes,  amends and  replaces any and all other  agreements  of
     employment,  written or oral, between Employee and Galaxy.  Employee's past
     employment  with  Galaxy,  if any,  for more than six (6)  months  entitles
     Employee  to certain  termination  and  severance  benefits as set forth in
     Sections 6 and 7.

          (b)  Discretionary   Termination  by  Galaxy.  If  Employee  has  been
     previously employed full-time by Galaxy for more than six months before the
     Effective  Date,  then  during  and  after the  Initial  Term,  Galaxy  may
     terminate  Employee's  employment  at will,  subject to this  Agreement and
     Galaxy's obligation to pay Severance Pay to Employee as provided in Section
     7. If Employee  has not been  previously  employed  full-time by Galaxy for
     more than six months before the Effective  Date,  then during the first six
     (6) months of the Initial Term, Galaxy may terminate Employee's  employment
     by giving  Employee at least four (4) weeks' notice of  termination  or, in
     lieu of such notice,  by paying  Employee the amount of Base Salary and the
     benefits described in Section 4 otherwise due for such notice period.

          (c)  Discretionary  Termination by Employee.  During the Initial Term,
     Employee may terminate Employee's  employment by giving Galaxy at least two
     (2) weeks' notice of said resignation. After the Initial Term, Employee may
     terminate  Employee's  employment  by giving  Galaxy at least one (1) month
     notice.

          (d) Termination for Cause by Galaxy.  Notwithstanding anything in this
     Agreement,  during the Initial  Term and  thereafter  Galaxy may  terminate
     Employee's   employment   immediately  for  Cause.  For  purposes  of  this
     Agreement,  "Cause" shall  include (i) material  breach by Employee of this
     Agreement,  (ii)  performance by Employee deemed  unsatisfactory  to Galaxy
     acting   reasonably,   provided   Galaxy's   expectations  for  a  specific
     improvement or change have been communicated to Employee in writing with at
     least a  thirty  (30)  day  probation  period  allowed  for  the  requisite
     improvement,  (iii) Employee's  dishonesty or violation of company rules by
     Employee,  or (iv)  Employee's  conviction of or entrance of a plea of nolo
     contendere  to a felony or to any other  crime  that may be  punishable  by
     incarceration.

          (e)  Termination  upon Death or  Incapacity  of  Employee.  Employee's
     employment with Galaxy shall automatically terminate upon Employee's death,
     or at the exclusive  election of Galaxy,  upon the  Incapacity of Employee.
     For purposes of Sections 6 and 7,  termination of Employee's  employment by
     reason of Employee's death or Incapacity shall be considered termination of
     Employee's  employment by Galaxy  without  Cause and  Employee,  Employee's
     estate or  Employee's  designated  beneficiary,  as the case may be,  shall
     receive the Severance Pay, if any, pursuant to Section 7.

          (f)  Definition  of  Incapacity.   For  purposes  of  this  Agreement,
     "Incapacity"  shall  mean that  Employee  is for a period  of  thirty  (30)
     consecutive days or more, unable to perform Employee's duties  effectively,
     for reasons such as mental illness, mental deficiency,  physical illness or
     disability,  or other related condition. For purposes of this Agreement, if
     at any time a question  arises as to the  "Incapacity"  of  Employee,  then
     Galaxy shall  promptly  engage three (3)  physicians who are members of the
     American Medical Association to examine Employee and determine if by reason
     of  sickness or injury,  Employee is unable to perform the major  duties of
     Employee's  employment with Galaxy.  In the event Employee  appears to have
     mental capacity to act on Employee's own behalf,  then one (1) of the three
     (3)  physicians  engaged by Galaxy for this  purpose  shall be a  physician
     selected by Employee,  one (1) shall be a physician selected by Galaxy, and
     one (1) shall be a physician selected by the other two (2) physicians.  The
     decision  of the three (3)  physicians  shall be  certified  in  writing to
     Galaxy  and  shall  be sent by  Galaxy  to  Employee  or  Employee's  legal
     representative, and shall be conclusive for all purposes of this Agreement.

         7. Effect of Termination on  Compensation  and Benefits:  If Employee's
employment is terminated by Galaxy without Cause during the first six (6) months
of Employee's employment with Galaxy, Employee shall be entitled to receive only
the amount of Base Salary and benefits as set forth in Section 6(b).

         If Employee's  employment  is terminated by Galaxy  without Cause after
the first six (6) months of Employee's employment with Galaxy, Employee shall be
entitled to receive an amount equal to Base Salary  ("Severance Pay") for twelve
(12) months from the date of termination.

         If Galaxy without Cause does not renew Employee's employment at the end
of the Initial  Term,  or the end of any  employment  period  thereafter,  or if
Employee's employment is terminated by reason of Employee's death or Incapacity,
then Employee (or Employee's estate or designated  beneficiary,  as the case may
be) shall receive Severance Pay for the applicable Severance Pay Period.

           For purposes of this Agreement, a termination by Galaxy without Cause
includes a termination of employment by Employee within 30 days following any of
the following events: (i) the assignment of any duties to Employee  inconsistent
with, or reflecting a materially adverse change in, Employee's position, duties,
responsibilities or status with the Company, or the removal of Employee from, or
failure to reelect Employee to any of such positions,  or (ii) the relocation of
the Company's principal executive offices,  or relocating  Employee's  principal
place of  business,  in excess of twenty  five  (25)  miles  from the  Company's
current executive offices.

         If  Employee's  employment  is (i)  terminated  by  Employee,  or  (ii)
terminated for Cause or for Cause not renewed by Galaxy,  Employee shall receive
only  Employee's  Base  Salary and the  benefits  described  in Section 4 earned
through the date of such termination.

         If Employee's  employment is terminated by Galaxy  without  Cause,  all
outstanding stock options held by Employee shall vest and remain exercisable for
180 days after termination of employment.

         At the option of Galaxy, Severance Pay may be distributed in a lump sum
or in regular  biweekly checks over the Severance Pay Period.  Any Severance Pay
is subject to required payroll deductions and withholdings.

         Except as provided in this Section 7, Employee shall not be entitled to
any further or other Severance Pay, Base Salary, benefits, compensation, damages
or other amounts.  Employee understands and agrees that notwithstanding anything
in this  Agreement,  Galaxy's  obligation  to pay any Base  Salary,  benefits or
Severance Pay after termination of employment depends upon Employee's compliance
with the  agreements  and  covenants of Sections 10 through 14.  Notwithstanding
anything in this  Agreement,  Employee  shall not receive,  as Severance  Pay or
otherwise,  any health or life insurance coverage after the date of termination,
except COBRA benefits, if any, as and to the extent prescribed by law.

                              PROTECTION OF GALAXY

         8. Definition of Confidential Information:  In this Agreement, the term
"Confidential  Information,"  with respect to Galaxy or any third  party,  shall
mean any and all  information  of  Galaxy,  or, as the case may be, of any third
party,  including  any and all of the  following,  which are not  intended to be
mutually exclusive:

          (a)  intellectual  property,  trade  secrets,  know  how,  technology,
     computer programs (whether owned by Galaxy or any third party or used under
     license),  designs, data, research, lab books, methods, systems,  formulae,
     formulations, recipes, compositions, devices, processes and records;

          (b)  marketing  information  and methods,  including  marketing  data,
     market research, sales techniques, and the names, addresses,  telephone and
     telecopier  numbers,  and the  operation,  buying  habits and  practices of
     customers, potential customers, distributors and representatives;

          (c) information regarding employees, including terms and conditions of
     employment and performance evaluations;

          (d) information regarding purchasing methods and sources including the
     names  and  identifying  and  other   information   regarding  vendors  and
     suppliers,  costs of materials and prices at which  materials,  products or
     services are or have been obtained or sold; and

          (e)  financial  statements,   forecasts,  reports  and  all  financial
     information not disseminated to the public.

         9. Duty of  Confidentiality:  Employee agrees to hold all  Confidential
Information  of Galaxy in strictest  confidence.  During the term of  Employee's
employment,  Employee may have access to and become acquainted with Confidential
Information  of third  parties (such as suppliers and customers of Galaxy) which
is in  Galaxy's  possession.  Employee  agrees to also hold such third  parties'
Confidential  Information  in strictest  confidence  as if it were  Confidential
Information of Galaxy.

         During the term of Employee's employment and thereafter, Employee shall
not  directly or  indirectly  in any way use,  copy,  transfer  or disclose  any
Confidential  Information of Galaxy or of any third party, except as required in
the performance of Employee's duties for Galaxy,  or as specifically  authorized
by the Chief  Executive  Officer of Galaxy.  After the termination of Employee's
employment,  such  authorization  must be in writing.  The  parties  understand,
acknowledge  and  agree  that,  as  between  them,  all  items  of  Confidential
Information are important, material and confidential trade secrets of Galaxy and
affect the  successful  conduct of the business of Galaxy and its good will. Any
breach of this Section 10 is a material breach of this Agreement.

         All files,  documents,  works and other  materials  containing  any (i)
Confidential  Information of Galaxy,  (ii)  Confidential  Information of a third
party which is in  Galaxy's  possession,  or (iii)  information  which  Employee
prepares,  uses,  possess or controls that affects or relates to the business of
Galaxy, shall be and remain the sole property of Galaxy; and, with the exception
of ordinary work routinely taken home or on business trips, shall not be removed
from Galaxy's  facilities  without  prior  specific  authorization  of the Chief
Executive Officer of Galaxy.

         After Employee  ceases to be an employee of Galaxy,  Employee shall not
undertake any  employment or activity if the loyal and complete  fulfillment  of
the duties of such employment or activity would require  Employee to disclose or
use any Confidential Information in breach of this Section 10.

         Employee shall not have any obligation of confidentiality  with respect
to any  Confidential  Information  which  (through no fault of  Employee)  is or
becomes  publicly known as evidenced by printed  publication or other  published
work.

         Employee  hereby  covenants  not to  disparage,  orally or in  writing,
Galaxy or its management  (including Galaxy's products,  practices and policies)
to any Galaxy employee, associate, distributor or member of the public. Employee
understands  and agrees that  Employee  may lose any right to  Severance  Pay if
Employee breaches this covenant not to disparage.

         10. Return of Materials  Upon Notice of  Termination:  Employee  agrees
that  effective  when  Employee  gives Galaxy,  or receives from Galaxy,  notice
terminating Employee's  employment,  Employee shall immediately return to Galaxy
all property of Galaxy in Employee's possession,  use or control,  including any
and all originals and copies of any files, documents,  works and other materials
containing  any  Confidential  Information  of  Galaxy  or of any  third  party.
Employee  shall not take with him or her,  or cause or permit  any  unauthorized
destruction,  disclosure or copying of, or the removal from Galaxy's  facilities
of, any originals or copies of any files,  documents,  works and other materials
containing any Confidential Information of Galaxy or of any third party.

         11.  Ownership of Works of Authorship and  Inventions:  Employee hereby
assigns and transfers to Galaxy, any and all works of authorship, inventions and
innovations (whether deemed patentable or not), made by Employee (or by Employee
jointly with others) during the term of Employee's employment (whether same were
made during or after normal office hours or at or away from Galaxy's facilities)
which  relate to or are  useful in the  business  of  Galaxy.  For  purposes  of
copyright law, any such work of authorship shall be deemed a work made for hire.
Employee  agrees to promptly  disclose  to Galaxy all such works of  authorship,
inventions and innovations.  Employee agrees to execute any document  reasonably
requested and prepared by Galaxy that is necessary or  appropriate  to document,
perfect  or effect the  intention  of this  Section 12 or to secure any  patent,
copyright registration (as a work made for hire) or other protection thereof for
Galaxy.

         12. Prior  Relationships of  Confidentiality:  Employee  represents and
warrants that  Employee's  employment  under this Agreement does not violate any
other agreement binding Employee,  nor violate any obligation of confidentiality
between  Employee and any third party.  Further,  Employee  agrees that Employee
will not use for  Galaxy's  benefit,  or  disclose to Galaxy,  any  Confidential
Information  of any third party if Employee is prohibited by agreement  (such as
an agreement  with a prior  employer) or otherwise  from so using or  disclosing
such Confidential  Information.  Employee  represents and warrants that Employee
has  disclosed  to  Galaxy  any  such   obligations   of   confidentiality   and
prohibitions, if any. Employee agrees to indemnify and hold Galaxy harmless from
all  damages,   expenses,  costs  (including  reasonable  attorneys'  fees)  and
liability  incurred in connection  with, or resulting  from,  any breach of this
Section 13.

         13. Noncompetition and Nonsolicitation: Employee agrees to abide by the
following restrictive  covenant,  which shall apply in the United States and any
country  where (on the date the  notice  terminating  Employee's  employment  is
received)  Galaxy is doing  business or planning to do business  within the next
year through a subsidiary or joint  venture (the  "Restricted  Territory").  The
following restrictive covenant shall apply during the "Restrictive Period" which
is defined to mean the period

          (i) commencing with the Effective Date, and

          (ii) ending  one  (1)  year  after  the  later  of  (x)  the  date  of
               termination of Employee's  employment  (whether or not employment
               is terminated by Galaxy or Employee,  or for Cause or otherwise),
               or (y) the date of final  payment  of  Severance  Pay was paid to
               Employee  (or  would  have  been  paid but for a  breach  of this
               Agreement  by Employee  or for Cause  termination  of  Employee's
               employment).

         Employee hereby covenants and agrees that Employee shall not,  directly
or indirectly,  in the Restricted Territory during the Restricted Period, do any
of the following:

          (a) own an interest in, operate, join, control, participate in or be a
     distributor, agent, consultant,  independent contractor, employee, officer,
     director,  partner,  principal or shareholder of any individual,  person or
     entity  having  revenues  from the sale or license of computer  software or
     services used by companies  engaged in the promotion of e-business over the
     Internet.  However, nothing in this Section 14 shall prohibit Employee from
     acquiring or owning less than one percent  (1%) of any type of  outstanding
     publicly  traded  securities of any company which  Employee and  Employee's
     family are not otherwise associated or affiliated with.

          (b) plan for or organize any business  which competes or would compete
     with any product or service of Galaxy;  or combine with any other  employee
     or representative of Galaxy to organize any such competitive business.

          (c) solicit,  induce or influence (or seek to induce or influence) any
     person under  contract with Galaxy  (including any associate or distributor
     of Galaxy) to terminate or alter his or her relationship with Galaxy.

          (d) solicit any existing customer of Galaxy.

         Further,  the parties agree that Galaxy,  in its sole  discretion,  may
extend the Restrictive Period and the foregoing  restrictive  covenant for up to
an additional year. To do so, Galaxy must (i) give Employee at least ninety (90)
days prior notice of its intention to extend the restrictive covenant,  and (ii)
pay  Employee  an amount  equal to the Base  Salary for and during the period of
such  extension.  Any such payments shall be paid according to Galaxy's  regular
payroll schedule.

         It is the  intention  of the  parties  that the  foregoing  restrictive
covenant shall be enforced as written,  and, in any other event, enforced to the
greatest  extent  (but to no greater  extent) in time,  territory  and degree of
participation  as is permitted by applicable law.  Therefore,  the parties agree
that such covenant shall be construed to apply in time,  territory and degree of
participation  only so far as such  covenant is enforced by a court of competent
jurisdiction.  Thus,  as  generally  set forth in Section 19,  such  covenant is
hereby declared divisible and severable.

         14.  Acknowledgement:  Employee  acknowledges that Employee's covenants
and  agreements  in Section  14 are  reasonable  and  necessary  to protect  the
legitimate   interests  and   Confidential   Information  of  Galaxy.   Employee
acknowledges that Section 14 is not so broad as to prevent Employee from earning
a livelihood or practicing  Employee's  chosen  profession after  termination of
Employee's  employment.  The parties acknowledge and agree that the compensation
and  benefits  provided  for  under  this  Agreement  are  in  substantial  part
consideration for Employee's covenants in Section 14.

         Employee's  covenants  and  agreements  of Sections 10 through 16 shall
survive the termination of Employee's employment by any means, reason or party.

         15.  Enforcement:  For any breach of Section  10, 11, 12, 13, 14 or 15,
Employee agrees that Galaxy shall be entitled to equitable and other  injunctive
relief which may include,  but shall not be limited to (i) restraining  Employee
from  rendering  any  service  or  performing  any  activity  in  breach of this
Agreement,  (ii) an order for specific relief, (iii) other equitable relief, and
(iv) damages.  However, no remedy available under this Agreement (including this
Section 16) is intended to be exclusive of any other remedy,  and each and every
remedy  shall be  cumulative  and shall be in addition to every other  available
remedy  or  now  or  hereafter  existing  at law or in  equity,  by  statute  or
otherwise.  The  election  of any one or  more  remedies  by  Galaxy  shall  not
constitute any waiver of the right to pursue other available remedies.

                                  MISCELLANEOUS

         16.  Entire  Agreement:  This  Agreement  (including  the  recitals and
Exhibit  "A",  which is attached  hereto)  sets forth the entire  agreement  and
understanding between Employee and Galaxy and cannot be modified or altered, nor
can any provision  hereof be waived,  except in writing signed by Employee and a
duly authorized officer of Galaxy.

         17.  Interpretation:  The Section and other  headings in this Agreement
are for  purposes of  reference  only and shall not limit,  expand or  otherwise
affect the construction of any of the provisions of this Agreement. Whenever the
context  requires,  the  singular  shall  include the plural,  the plural  shall
include the singular, and the whole shall include any part thereof.

         18. Invalidity of Provision:  In case any one or more of the provisions
in this  Agreement  shall,  for any reason,  be held to be  invalid,  illegal or
unenforceable   in  any  respect,   such  invalid,   illegal  or   unenforceable
provision(s) shall be curtailed,  limited, construed or eliminated to the extent
necessary to remove such invalidity, illegality or unenforceability with respect
to the  applicable  law as it shall then be applied and the other  provisions of
this Agreement shall not be affected thereby.

         19. Binding Effect: This Agreement shall inure to the benefit of and be
binding upon Employee and  Employee's  heirs and personal  representatives,  and
upon Galaxy and its successors and assigns,  and is performable  and enforceable
in the State of Utah.

         20.  Waiver:  No  waiver  of any  provision  of  this  Agreement  shall
constitute a waiver of any other  provision,  whether or not similar,  nor shall
any waiver constitute a continuing waiver.

         21.  Notice:  Any notice  required or  permitted to be given under this
Agreement shall be in writing and shall be sufficient if personally delivered or
sent by  registered  or  certified  mail,  and  addressed,  if to  Employee,  to
Employee's  address  set forth in  Galaxy's  records,  or if to  Galaxy,  to its
principal office. Such notice shall be deemed given when delivered, if delivered
personally,  or, if sent by  registered  or  certified  mail,  at the earlier of
actual receipt or three (3) days after mailing in United States mail,  addressed
as aforesaid with postage prepaid.

         22. Governing Law: This Agreement shall be governed by and construed in
accordance  with the laws of the State of Utah.  Any  litigation  arising out of
this  Agreement  shall be conducted in  applicable  courts  located in Salt Lake
County, Utah, and the parties expressly consent to such jurisdiction and venue.

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

Employee:                                       Employer:

_________________________                     GALAXY ENTERPRISES, INC.

_________________________                     By _____________________________
Signature
                                              Name ___________________________

                                              Title __________________________


<PAGE>




1

                                   EXHIBIT "A"

                                       TO

                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                            GALAXY ENTERPRISES, INC.

                                       AND


                            -------------------------




                               Duties of Employee