EXHIBIT 10.44


                              EMPLOYMENT AGREEMENT


THIS AGREEMENT made as of  August 7, 2000

BETWEEN: JOSEPH KARWAT,  an individual,  of 1868 Drake Dr., Oakland  California,
         U.S.A. 94911

         ("Karwat")

AND:     E*COMNETRIX INC., a Canadian corporation, having its offices located at
         100 Shoreline Highway, Suite 386B, Mill Valley,  California,
         U.S.A., 94941

        ("ECOM" or the "Company")

WITNESSES THAT WHEREAS:

     A.   ECOM  entered into a Letter of Intent  dated  February  21,  2000,  as
          amended, with Exstream Data, Inc. ("EDI") of Oakland, California under
          which ECOM agreed to acquire ECOM in a share exchange transaction (the
          "Acquisition"); and

     B.   Karwat is the  President  of EDI and has  entered  into an  employment
          agreement   effective  as  of  September  1,  1994,   (the   "Original
          Agreement") with EDI; and

     C.   The Original  Agreement  terminates  at will,  and the parties wish to
          enter into this  agreement (the  "Agreement")  to replace the Original
          Agreement  effective upon the close of the Acquisition (the "Close" or
          "Closing Date");

NOW THEREFORE,  in consideration of the recitals, the following agreements,  the
payment of One Dollar  ($1.00)  made by each party to the other,  and other good
and valuable consideration, the receipt and sufficiency of which is acknowledged
by each party, the parties agree as follows:

                                   ARTICLE ONE
                                    SERVICES
     Services

     1.1  Subject to the terms and  conditions  herein  contained,  Karwat shall
          serve ECOM as its Chief Operating Officer and EDI as its President and
          Chief  Executive  Officer  which  services  may  include,  but are not
          limited to, operating management of ECOM, EDI and future subsidiaries.
          For purposes of this  agreement  "operating  management" is defined as
          management of technical  infrastructure  and related support  systems,
          and internal product and service development,  and service fulfilment,
          customer care and other back office customer support  operations,  and
          on a case by case basis the  integration of the operations of acquired
          companies (the "Official  Services").  From time to time Karwat may be
          asked to  perform  services  other  than the  Official  Services  (the
          "Unofficial Services"). The parties specifically acknowledge and agree
          that  the  addition  or  deletion  of   Unofficial   Services  to  the
          responsibilities  of  Karwat  shall  not  constitute  a breach of this
          Agreement by ECOM and shall not be construed as constructive dismissal
          of Karwat  by ECOM.  Karwat  shall  not be  entitled  to  receive  any
          additional  compensation  for providing  Unofficial  Services.  Formal
          changes to the definition of Official  Services,  as contained in this
          Agreement, will be at the sole discretion of the Board of Directors of
          ECOM not to include the vote of Karwat if he is a member

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          of the  Board of  Directors  of ECOM.  Upon the Close  Karwat  will be
          appointed as a Director of ECOM.

     Term of Services

     1.2  The term of this  Agreement  will  commence  on the  Closing  Date and
          Karwat's employment under this agreement will be `at will'.

     Performance of Service

     1.3  Karwat will  perform the work and  services for ECOM from time to time
          in the United  States of America and in such other  places as ECOM may
          require  from time to time.  Karwat  will not be  required to relocate
          from the San Francisco Bay Area.  During the term of the Agreement and
          so  long  as  Karwat  shall  remain  employed  by  ECOM  or any of its
          operating subsidiaries,  Karwat shall be entitled to the continued use
          of the exact physical space in which he presently maintains his office
          within  the suite of  offices  occupied  by ECOM at 180 Grand  Avenue,
          Oakland,  California so long as ECOM  continues to occupy the space at
          180 Grand Avenue, Oakland, California.

     1.4  The manner in which  services  are to be  performed  and the  specific
          hours to be worked by Karwat shall be determined  by Karwat,  provided
          that Karwat shall work as many hours as may be reasonably necessary to
          fulfil Karwat's obligations under this Agreement.

     1.5  Karwat's  service  shall be  exclusive  to ECOM  with  respect  to the
          business  currently  conducted or proposed to be conducted by ECOM and
          its operating subsidiaries.  Notwithstanding,  during the term of this
          Agreement, nothing shall prohibit Karwat from engaging (whether or not
          during normal  business  hours) in any other business or  professional
          activity,  whether or not such activity is pursued for gain, profit or
          other  pecuniary  advantage so long as such activity does not compete,
          directly or indirectly, with ECOM's business as currently conducted or
          proposed to be conducted; including, without limitation: (a) investing
          his  personal  assets in  businesses  that do not compete  with ECOM's
          business as  currently  conducted  or proposed  to be  conducted;  (b)
          providing services as a director,  consultant or advisor to businesses
          that do not compete  with ECOM's  business as conducted or proposed to
          be conducted;  (c) purchasing  securities in any  corporation or other
          entity that do not compete with ECOM's business as currently conducted
          or  proposed  to  be  conducted;   (d)  purchasing   securities  in  a
          corporation  whose securities are regularly traded (provided that such
          purchases shall not result in his collectively  owning beneficially at
          any time five  percent  (5%) or more of the equity  securities  of any
          corporation  engaged  in a  business  competitive  to that  of  ECOM's
          businesses  currently  conducted or proposed to be conducted;  and (e)
          engaging  in  charitable  activities,  participating  in  conferences,
          preparing or publishing papers or books or teaching.


                                   ARTICLE TWO
                                  REMUNERATION
     Compensation

     2.1  During the term of this Agreement,  in consideration  for the services
          provided by Karwat,  ECOM will pay Karwat Twelve Thousand Five Hundred
          US  dollars  (US$12,500)  per  month,  payable  beginning  on the next
          scheduled pay date subsequent to the Closing Date.

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     2.2  During the term of this Agreement  Karwat shall be entitled to similar
          benefits as are generally available to other employees of ECOM.

     2.3  As a condition  of this  Agreement  ECOM shall enter into a Piggy-back
          Registration Rights Declaration, of the form contained in Attachment A
          hereto, with Karwat subsequent to the Close.

     2.4  The parties acknowledge and agree that as material inducement to enter
          into this  Agreement that Karwat has been issued 550,000 stock options
          under separate agreements subject to the terms and conditions of those
          agreements.

     Expenses

     2.3  Karwat  will  be  reimbursed  for all  travelling,  office  and  other
          out-of-pocket  expenses  actually and  properly  incurred by Karwat in
          connection with the duties  hereunder  including,  but not limited to,
          parking expenses while at the company premises,  cellular phone usage,
          and Karwat's Lake View Club membership.  For all such expenses, Karwat
          will furnish to ECOM statements and vouchers.


                                  ARTICLE THREE
                               KARWAT'S COVENANTS
     Service

     3.1  Subject to  sections  1.3,  1.4 and 1.5,  Karwat will devote his time,
          attention  and  ability  to the  business  of ECOM and  will  well and
          faithfully  serve ECOM and will use his best  efforts  to promote  the
          interests of ECOM.

     Duties and Responsibilities

     3.2  Karwat will duly and diligently perform all the duties assigned to him
          while in the service of ECOM.

     Non-Disclosure

     3.3  (a)  For the purposes of this Agreement,  "Confidential Information"
               means  information  which is not generally  known about processes
               used and products sold and services provided by ECOM,  including,
               without   limitation,    information    relating   to   research,
               development,   design,   manufacture,   purchasing,   accounting,
               engineering, marketing, merchandising,  distributing, selling and
               servicing.



          (b)  Karwat will not (either  during the  continuance of their service
               or at any time thereafter) disclose any Confidential  Information
               to any person  other  than at the  request of ECOM and for ECOM's
               purposes and shall not (either during the  continuation  of their
               service or at any time  thereafter)  use for his own  purposes or
               for any purposes  other than those of ECOM any such  Confidential
               Information he may acquire in relation to the business of ECOM.


                                  ARTICLE FOUR
                                ECOM'S COVENANTS
     Hold Harmless

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     4.1  ECOM agrees to indemnify and hold Karwat  harmless with respect to any
          acts or omissions taken by Karwat as an officer, director, or employee
          of  ECOM  or EDI  except  as to any  acts or  omissions  which  Karwat
          knowingly and intentionally takes in violation of any applicable laws.
          ECOM  further  agrees  that its duty to  indemnify  and hold  harmless
          Karwat  includes the  obligation  to pay any and all legal fees Karwat
          incurs as a result of any legal  complaint  which has been filed prior
          to the  effective  date of this  Agreement  against  Karwat by William
          Perrell, an individual and shareholder of EDI. In the event a conflict
          of  interest  arises  between  Karwat  and ECOM with  respect to legal
          action filed by Perrell prior to the effective date of this Agreement,
          Karwat shall be entitled to select and retain  separate  legal counsel
          and ECOM shall continue to pay for Karwat's legal defense.


                                  ARTICLE FIVE
                             TERMINATION OF SERVICES

     Termination by ECOM for Cause or by ECOM or Karwat on Notice


     5.1 Either Karwat or ECOM may terminate this Agreement upon giving 90 days
         notice in writing.  ECOM may  terminate  this  Agreement by vote of its
         Board of  Directors,  not including  Karwat,  at any time for Cause (as
         that term is defined herein).  If Karwat's employment is terminated for
         Cause,  ECOM shall not be  obligated  to provide  Karwat the  severance
         payment set forth in Section 5.2. If Karwat  terminates this Agreement,
         with or without  notice,  ECOM shall not be obligated to provide Karwat
         the severance payment set forth in Section 5.2.

     5.2 If Karwat's employment or association with ECOM terminates due to an
         Involuntary Termination Without Cause or A Constructive Termination (as
         those terms are defined herein) at any time after the effective date of
         this Agreement,  Karwat shall be entitled to receive within ten days of
         the Involuntary Termination Without Cause or Constructive  Termination,
         a single  lump sum  severance  payment of One  Hundred  Fifty  Thousand
         Dollars  ($150,000),  subject to applicable  tax  withholdings.  In the
         event that ECOM terminates this Agreement under this section 5.2 Karwat
         will be entitled to no further  compensation except as specifically set
         forth under this section 5.2.  and for  services  rendered  through the
         effective date of termination.

     5.3 Karwat shall not be required to mitigate  damages or the amount of any
         payment  provided under this Agreement by seeking other  employment or
         otherwise, nor shall the amount of any payment provided for under this
         Agreement be reduced by any compensation  earned by Karwat as a result
         of  employment  by  another  employer  or by any  retirement  benefits
         received by Karwat after the date of Karwat's Involuntary  Termination
         Without Cause Or Constructive Termination.

     5.4 "Cause"  shall  mean (i)  conviction  of any  felony  involving  moral
         turpitude,  dishonesty  or fraud which  materially  harms  ECOM;  (ii)
         willful and material breach of the ECOM's written policies; or (iii) a
         knowing,  intentional  and material  breach of any agreement  with the
         ECOM including the terms of this Agreement  (other than as a result of
         death,  disability or action of the Company).  Cause shall not include
         any act or omission  undertaken  or omitted to be taken by Karwat that
         was done so at the  direction  of the Board of  Directors,  or that he
         believed  in good faith at the time was not illegal  after  reasonable
         inquiry; it shall be deemed reasonable and in good faith for Karwat to
         rely on advice provided by the Company's  legal counsel,  with respect
         to legal  issues,  and the  Company's  accountants,  with  respect  to
         accounting or accounting related issues.

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     5.5  "Constructive  Termination" means that Karwat  voluntarily  terminates
          employment with ECOM after any of the following are undertaken without
          Karwat's express written consent:  (i) the assignment to Karwat of any
          continuing  duties  or  responsibilities  that  result  in a  material
          diminution or  materially  adverse  change of his position,  status or
          circumstances  or  employment;  (ii) a  reduction  by ECOM in Karwat's
          salary;  (iii) any  failure by ECOM to  maintain in effect any benefit
          plan in which Karwat is participating, or the taking any action by the
          Company that would materially adversely affect Karwat's  participation
          in or reduce  Karwat's  benefits  under any of such  plans or  deprive
          Karwat of any fringe benefit then enjoyed by Karwat; (iv) a relocation
          of Karwat's  business office to a location more than 25 miles from the
          location at which he performed  duties as of the  effective  date,  or
          such  other  location  thereafter  that  Karwat  consents  to; (v) any
          material  breach  by ECOM of this  Agreement  or any  other  agreement
          between  Karwat and ECOM that  remains  uncured  for twenty  (20) days
          after  written  notice  thereof to the  Chairman or any two members of
          ECOM's  Board of  Directors;  and (vi)  after the  failure  by ECOM to
          obtain the assumption by any successor-in-interest or assignee of ECOM
          this Agreement or any other  materially  agreement  between Karwat and
          ECOM relating to Karwat's employment.

     5.6  "Involuntary  Termination  Without Cause" means Karwat's  dismissal or
          discharge from ECOM other than for Cause.

     Return of Property

     5.7  Upon any termination of this Agreement, Karwat will at once deliver or
          cause to be delivered to ECOM all books,  documents,  effects,  money,
          securities,  records of Confidential  Information or copies thereof or
          other  property  belonging  to ECOM or for  which  ECOM is  liable  to
          others,  which is in the  possession,  charge,  control  or custody of
          Karwat.

     Provisions which Operate Following Termination

     5.8  Notwithstanding  any  termination  of this  Agreement  for any  reason
          whatsoever and with or without  cause,  the provisions of sections 3.3
          and 5.3 of this  Agreement and any other  provisions of this Agreement
          necessary to give  efficacy  thereto  will  continue in full force and
          effect following such termination.

                                   ARTICLE SIX
                                     GENERAL
     Sections and Headings

     6.1  The  division of this  Agreement  into  Articles  and Sections and the
          insertion of headings are for the  convenience  of reference  only and
          will not affect the construction or interpretation of this Agreement.

     Benefit of Agreement

     6.2  This  Agreement  will enure to the benefit of and be binding  upon the
          successors and permitted  assigns of ECOM and Karwat  respectively and
          upon  the  heirs,   executors,   administrators   and  legal  personal
          representatives of Karwat. Karwat may not assign the whole or any part
          of their rights hereunder without the prior written consent of ECOM.

     Entire Agreement

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     6.3  This Agreement  constitutes the entire  agreement  between the parties
          with respect to the subject  matter hereof and cancels and  supersedes
          any prior understandings and agreements between the parties. There are
          no representations,  warranties,  forms,  conditions,  undertakings or
          collateral  agreements,  express,  implied or  statutory  between  the
          parties other than as expressly set forth in this Agreement.

     Amendments and Waivers

     6.4  No amendment  to this  Agreement  will be valid or binding  unless set
          forth in writing and duly  executed by all of the parties  hereto.  No
          waiver  of any  breach  of any  provision  of this  Agreement  will be
          effective  or binding  unless  made in writing and signed by the party
          purporting  to give the same and,  unless  otherwise  provided  in the
          written waiver, will be limited to the specific breach waived.

     Severability

     6.5  If any  provision  of this  Agreement is  determined  to be invalid or
          unenforceable in whole or in part, such invalidity or unenforceability
          will attach only to such  provision or part thereof and the  remaining
          part of such provision and all other  provisions  hereof will continue
          in full force and effect.

     Notices

     6.6  Any demand,  notice or other communication (a "Notice") to be given in
          connection  with this  Agreement  will be given in writing  and may be
          given by personal  delivery or by  registered  mail  addressed  to the
          recipient as follows:

          To Karwat:                1868 Drake Drive
                                    Oakland, California, U.S.A. 94911

          To the Board of
          Directors of ECOM:        Suite 386B
                                    100 Shoreline Highway
                                    Mill Valley, California, USA 94941

         or such other  address or  individual as may be designated by notice by
         either party to the other.  Any Notice given by personal  delivery will
         be deemed to have been given on the day of actual delivery thereof and,
         if made or given by  registered  mail,  on the fifth day  following the
         deposit thereof in the mail.

     Governing Law

     6.7  This  Agreement  shall be deemed to have been made and executed in the
          State of California and shall be construed in accordance with the laws
          of California  under the  jurisdiction  of the State of California and
          the laws of the United States applicable therein.

     Dispute Resolution

     6.8  Dispute  Resolution.   Any  dispute  under  this  Agreement  shall  be
          submitted to binding  arbitration in San Rafael,  California under the
          Rules of Arbitration of the American Arbitration  Association.  If

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          the parties can agree on a single arbitrator,  the arbitration will be
          conducted in front of such arbitrator,  but if they cannot,  then each
          side will appoint one  arbitrator  and those two  arbitrators  will in
          turn mutually agree on a third  arbitrator and the arbitration will be
          conducted in front of a panel of such three arbitrators.  Judgement on
          the  arbitration  award by such  arbitrator(s)  may be  entered in any
          court of competent  jurisdiction.  Notwithstanding the foregoing,  the
          parties  may  apply  to  any  court  of  competent   jurisdiction  for
          preliminary   injunctive  relief  pending  the  outcome  of  any  such
          arbitration  without  breach  of  this  arbitration   provision.   The
          prevailing  party shall be  entitled  to recover  from the other party
          reasonable  attorneys'  fees and costs incurred in connection with any
          such arbitration.

Counterparts

6.9      This  Agreement  may be  executed  in as  many  counterparts  as may be
         necessary or by facsimile  and each such  facsimile or  counterpart  so
         executed  will  be  deemed  to be an  original  and  such  counterparts
         together   will   constitute   one  and   the   same   instrument   and
         notwithstanding  the date of execution  will be deemed to bear the date
         as set out on the first page of this Agreement.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.

JOSEPH KARWAT

___/s/ Joseph Karwat____


E*COMNETRIX INC.


__/s/ [Illegible]________
Mark M. Smith, President


__/s/ [Illegible]________
J. Erik Mustad, CEO































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