<PAGE>   1

                                  EXHIBIT 10.11

                          Form of Employment Agreement

                              EMPLOYMENT AGREEMENT

THIS AGREEMENT made as of the 1st day of January, 2000.

BETWEEN:

              DELTA CAPITAL TECHNOLOGIES INC., a company subsisting under the
              laws of Delaware with an office at Suite 255, 999 - 8th St. SW
              Calgary, AB T2R 1J5 Canada.

              (the "Company")

AND:

              MIKE STEELE of 2351 Chicootimi Drive N.W., Calgary, Alberta

              (the "Executive")

WHEREAS:

A.     The Company trades on the NASD OTC Electronic Bulletin Board and is in
       the business of developing e-Business software;

B.     The Executive is a shareholder of The Matridigm Corporation and has
       experience in providing marketing, communications and advertising
       services;

C.     The Company is proposing to acquire The Matridigm Corporation and wishes
       to enter into an employment agreement with the Executive;

D.     For their mutual benefit, and with the approval of the Company's Board of
       Directors, the parties have agreed to set out all of the terms and
       conditions of their employment relationship in this employment agreement
       (the "Agreement").

       IN CONSIDERATION FOR the premises, and the mutual covenants and
agreements herein contained, the Company and the Executive have agreed that the
terms and conditions of their employment relationship shall be as follows:

1.     EMPLOYMENT AND DUTIES

1.1    The Executive's responsibilities and duties shall include those items
       outlined in the Position Profile attached as Schedule "A" to this
       Agreement, and such other duties and responsibilities as may reasonably
       be assigned to him/her from time to time by the Company's Chief Executive
       Officer (or other senior officer of the Company acting in such capacity).
       The Executive represents and warrants to the Company that he/she has the
       required skills and experience to perform the duties and discharge the
       responsibilities described in Schedule "A". The Executive shall
       faithfully and diligently perform the duties and discharge the
       responsibilities assigned to him/her, devoting his/her best efforts and
       full business time to the business and interests of the Company.



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1.2    While employed under this Agreement, the Executive shall not be involved,
       directly, and whether as principal, partner, agent, shareholder, officer,
       advisor, employee or in any other manner whatsoever, in any other
       business, enterprise or undertaking in direct competition with the
       Company, other than managing his/her personal investments and finances
       and participating in charitable activities which do not detract from the
       Executive fulfilling his/her responsibilities and duties to the Company.

1.3    All policies regarding employment, required behaviour and similar matters
       (collectively referred to as "Company Policies") published by the Company
       or delivered to the Executive prior to or following this Agreement are
       incorporated within this Agreement as though fully set forth in this
       Agreement. The Executive agrees to be bound by and adhere to all such
       Company Policies as presently exist or as may be hereafter issued or
       modified by the Company. Without limiting the foregoing, the Executive
       agrees to conduct business on behalf of the Company in a manner
       consistent with proper and ethical business practices and consistent with
       the best interests of the Company.

2.     TERM OF EMPLOYMENT

2.1    The Executive's employment under this Agreement, notwithstanding the date
       of this Agreement, shall be deemed to have commenced on January 1, 2000,
       and continue for a minimum of five (5) years from that date or until
       terminated pursuant to the provisions set out in Article 5 of this
       Agreement.

3.     COMPENSATION

3.1    For the services rendered by the Executive under this Agreement, the
       Company shall pay the Executive, less required statutory deductions, a
       base annual salary ("Base Salary"): and an annual incentive bonus in the
       form of cash and/or stock options ("Incentive Bonus"), a discretionary
       annual bonus dependent on the Company's financial performance ("Profit
       Bonus"), all as set out in Schedule "B" attached to this Agreement (all
       elements of compensation hereafter collectively described as "Total
       Compensation"). Although the Company will be responsible for the payment
       of the Total Compensation, the Company may, for administrative purposes,
       have The Matridigm Corporation pay the Total Compensation.

3.2    The Company has agreed, subject to the approval of the Company's Board of
       Directors, to grant the Executive options to purchase the Company's
       capital shares in those amounts and on those terms and conditions set out
       in Schedule "B".

3.3    The Executive shall be entitled to such employee benefits generally
       provided from time to time to full-time salaried employees of the Company
       or its subsidiaries, which will include coverage under the provincial
       Medical Services Plan (100% of the premium paid by the Company) and
       participation in a health and welfare group benefit insurance plan (the
       "Group Plan") providing Extended Medical, Dental, Vision, Pharmaceutical,
       Accidental Death & Dismemberment, Life Insurance, Short Term Disability
       and Long Term Disability coverages. It is understood and agreed that the
       extent to which the Company may supply and pay the premiums for such
       employee benefits are matters solely within the Company's discretion and
       may be changed from time to time as the Company, in its absolute
       discretion, may decide.



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3.4    The Executive agrees and acknowledges that it is a bona fide occupational
       qualification of his/her position with the Company that travel may be
       required. The Company shall pay or reimburse the Executive for all
       reasonable travel and entertainment expenses incurred by the Executive in
       connection with the performance of his/her duties, subject to the
       approval of the Company. The Executive shall only be entitled to
       reimbursement to the extent that the Executive follows the reasonable
       procedures established by the Company for reimbursement of such expenses
       which will include, but will not necessarily be limited to, providing
       satisfactory evidence of such expenditures. The Executive expressly
       agrees that said expenses are incurred as part of the Executive's work
       for the Company and are not compensation as set forth in paragraphs 3.1,
       3.2 and 3.3.

4.     VACATION

4.1    The Executive shall receive an annual paid vacation of four weeks. Such
       vacation entitlement will accrue to the Executive at the start of each
       fiscal year and shall be pro-rated in the years in which the Executive's
       employment pursuant to this Agreement begins and terminates. The
       Executive's vacation will be scheduled in consultation with the Company
       so that it will synchronize with the overall staffing needs of the
       Company.

5.     TERMINATION

5.1    The Company may terminate the Executive's employment at any time without
       notice, pay in lieu of notice or severance compensation of any kind, with
       the written consent of the Executive or if the Company has just cause for
       termination. It is agreed that just cause includes any material and
       intentional breach by the Executive of the terms of this Agreement, any
       conviction for a criminal or penal offence, and any conduct which
       constitutes just cause for summary dismissal under the law.

5.2    In the absence of written consent, just cause, or a Change in Control of
       the Company (as hereafter defined), subsequent to January 1, 2000 the
       Company may terminate the Executive's employment by:

       (a)    giving the Executive twelve (12) months written notice of
              termination of employment, and:

              (i)    paying to the Executive all of his Base Salary, Incentive
                     Bonus, Profit Bonus and Stock Options due to the Executive
                     during the twelve (12) month period following notice by the
                     Company;

       or, in the alternative,

       (b)    by immediately terminating the Executive's employment and paying
              the Executive (less any required statutory deductions) any Base
              Salary, Incentive Bonus, Profit Bonus, Stock Options and unused
              vacation pay accrued to the date of the termination in lieu of
              notice and:

              (i)    paying the Executive (less any required statutory
                     deduction) any Base Salary, Incentive Bonus, Profit Bonus,
                     Stock Options and vacation pay due to the Executive during
                     the twelve (12) month period following termination by the
                     Company.



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5.3    If and when the Company elects to terminate the Executive's employment
       pursuant to paragraph 5.2 of this Agreement, the Executive will accept,
       on the date given, the working notice, if any, and payment of the Base
       Salary, Incentive Bonus, Profit Bonus, Stock Options and, unused vacation
       pay, if any, therein described in full and final satisfaction and accord
       of any and all claims which the Executive has or may have for
       compensation resulting from, arising out of or connected with the
       termination of this Agreement and his/her employment with the Company, it
       being understood and agreed that payment of the said monies will serve to
       release and forever discharge the Company, its officers, directors,
       predecessors, successors and assigns from any and all manner of claims,
       complaints, actions, causes of action, damages, costs and expenses which
       the Executive then has or may have at common law, in equity or under
       statute.

5.4    This Agreement and the employment of the Executive by the Company shall
       terminate upon the death of the Executive, upon the Executive becoming
       disabled (as defined below) or upon the Executive reaching the age of 65
       years. For the purposes of this agreement, "Disabled" shall mean that the
       Executive shall have qualified for and be receiving benefits under the
       Company's long-term disability insurance plan or, if there is no such
       plan in place, that the Executive shall have qualified for and be
       receiving disability benefits under the Canada Employment Insurance Act
       and/or the Canada Pension Plan. In the event of the termination of the
       Executive's employment and this Agreement due to the Executive's death,
       the Company will not be required or liable to pay the Executive, his/her
       estate or any benefit plan insurer any compensation beyond the Base
       Salary, Incentive Bonus, Profit Bonus, unused vacation pay, and Group
       Plan premiums accrued due and owing under this Agreement as at the date
       of death, provided however, that the Company will be obliged to honour
       any share options set out in Article 3 of this Agreement which are
       exercised by the executors, administrators or representatives of the
       estate of the Executive within 120 days of the Executive's death.

5.5    The Executive may terminate this Agreement and his/her employment with
       the Company for Good Reason. For the purposes of this Agreement, "Good
       Reason" means termination by the Executive after:

       (a)    a material breach of the provisions of this Agreement by the
              Company;

       (b)    a material adverse change in the Executive's reporting
              relationships, duties or scope of responsibilities;

       (c)    failure of the Company to re-appoint Executive to an office or to
              a more senior office;

       (d)    failure of the Company's members to elect or re-elect the
              Executive to the Board of Directors;

       (e)    failure of the Company, by act, omission, amendment to the
              instruments governing its organization and operation or otherwise,
              to vest in the Executive and maintain the position, duties and
              responsibilities contemplated by this Agreement;

       (f)    failure by the Company to pay any portion of the compensation
              payable to the Executive under this Agreement; or

       (g)    a Change in Control (as defined below)of the Company, where either
              the Executive is unilaterally assigned duties or responsibilities
              materially inconsistent with, or diminished from, the Executive's
              duties and responsibilities with the company immediately prior to
              the Change in Control, or the Executive's status, duties,



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              responsibilities, titles or offices with the Company are
              materially diminished from those in effect immediately prior to
              the Change of Control, as determined in the good faith opinion of
              the Executive,

       provided however, Good Reason shall exist with respect to a matter
       described above that is capable of being corrected by the Company only if
       such matter is not corrected by the Company within a reasonable period of
       time following the Company's receipt of written notice of such matter
       from the Executive, and in no event shall a termination by the Executive
       occurring more than 60 days following any such written notice be for Good
       Reason.

5.6    This Agreement and the Executive's employment hereunder may also
       terminate as a result of the occurrence of a Qualifying Event (as defined
       below) during the period between 90 days prior to an announcement of and
       one-year after a Change in Control. For the purposes of this Agreement,
       either of the following shall constitute a "Qualifying Event":

       (a)    the express termination of the Executive's employment by the
              Company without just cause; or

       (b)    a constructive dismissal of the Executive whereby the Company
              unilaterally and materially changes a material term or condition
              of the Executive's contract of service other than as expressly
              permitted under this Agreement, provided, however, that with
              respect to a change described herein that is capable of being
              corrected by the Company, it shall only constitute a Qualifying
              Event if it is not corrected by the Company within a reasonable
              period of time following the Company's receipt of written notice
              of non-acceptance of such change from the Executive, which said
              notice of non-acceptance will only be effective if received by the
              Company within 60 days of the change.

5.7    For the purposes of this Agreement, a "Change in Control" shall be deemed
       to have occurred when:

       (a)    a person (meaning an individual, a partnership, or other group or
              association as defined in the Canada Business Corporations Act)
              alone or with its affiliates, associates or persons with whom such
              person is acting jointly or in concert, acquires beneficial
              ownership of more than 50% of the total voting rights attached to
              all classes of shares then outstanding of the Company having under
              all circumstances the right to vote on any resolution concerning
              the election of directors;

       (b)    the Company's shareholders approve an agreement to merge or
              consolidate, or otherwise reorganize, with or into one or more
              entities, as a result of which less than 50% of the total voting
              rights attached to all classes of shares of the surviving or
              resulting entity are, or are to be, owned by the former
              shareholders of the Company; or

       (c)    the shareholders or the directors of the Company approve the sale
              of 50% or more of the Company's business and/or assets.

5.8    If and when the Executive terminates his/her employment with the Company
       for Good Reason pursuant to paragraph 5.5 of this Agreement, or upon the
       occurrence of a Qualifying Event pursuant to paragraph 5.6 of this
       Agreement, the Company shall pay the Executive (less any required
       statutory deductions) any Base Salary, Incentive Bonus, Profit Bonus,
       Stock Options and pro-rated vacation pay accrued due to the date of such
       termination and which would otherwise have been owing for a period of
       twenty (20) months thereafter provided, however, that if such termination
       takes place prior to January 1, 2000 the payment to the Executive will



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       include the Stock Options that would otherwise have accrued to the
       Executive during the twenty month period following January 1, 2000.

5.9    If and when the Executive elects to terminate his employment pursuant to
       paragraph 5.6 of this Agreement, or upon the occurrence of a Qualifying
       Event pursuant to paragraph 5.7, and the Company pays the Executive the
       monies proscribed in paragraph 5.8 of this Agreement, the Executive will
       accept payment of the monies on the date of payment by the Company in
       full and final satisfaction and accord of any and all claims which the
       Executive has or may have for compensation resulting from, arising out of
       or connected with the termination of this Agreement and his/her
       employment with the Company, it being understood and agreed that payment
       of the said monies will serve to release and forever discharge the
       Company, its officers, directors, predecessors, successors and assigns
       from any and all manner of claims, complaints, actions, causes of action,
       damages, costs and expenses which the Executive then has or may have at
       common law, in equity or under statute.

5.10   The Executive may terminate his/her employment other than for Good Reason
       by giving the Company three month's written notice of termination. In
       such event, the Company will not be required or liable to pay the
       Executive or any benefit plan insurer any compensation or benefit
       premiums beyond those which are accrued due and owing under this
       Agreement as at the effective date of termination.

5.11   The Executive agrees that all materials, files, documents and data
       pertaining to the business carried on by the Company (the "Materials"),
       shall remain the property of the Company. Such Materials include not only
       paper, but all data stored on electromagnetic or optical disks,
       diskettes, tapes or other media accessible through the use of a computer.
       Upon termination of the Executive's employment, all such Materials in the
       possession of the Executive shall promptly be delivered up to the
       Company, and no samples, photostatic copy, duplication or reproduction of
       such Materials shall be made or taken by the Executive without the
       express written consent of the Company.

6.     NON-DISCLOSURE AND CONFIDENTIALITY

6.1    In this Article:

       (a)    "Confidential Information" means all information, data, facts,
              knowledge, plans, feasibility studies, approvals, business
              projections, trade secrets and know-how (whether or not reduced to
              writing or stored in electronic form) in any way concerning or
              relating to the business of the Company which is not in the public
              domain and which in any way has been or may be communicated to the
              Executive by the Company under this Agreement or is acquired by,
              or learned of by the Executive Confidant, either directly or
              indirectly, from the Company.

       (b)    "Confidant Group" means directors, officers, employees, agents and
              advisors of the Company and its affiliates and their respective
              directors, officers, employees, agents and advisors;

       (c)    "Person" shall be interpreted broadly to mean any corporate
              entity, association, proprietorship, group, joint venture,
              partnership or individual.

6.2    The Executive acknowledges that the Confidential Information is and will
       remain the sole and exclusive property of the Company and agrees that
       he/she will at all times keep all Confidential



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       Information in the strictest confidence, will hold all Confidential
       Information in trust for the Company; and will not at any time directly,
       indirectly or in any other manner:

       (a)    reproduce, exploit or disclose the Confidential Information, in
              whole or in part, to or for any Person;

       (b)    publish, or in any way participate or assist in the publishing of,
              any Confidential Information; or

       (c)    utilize any Confidential Information, except as provided below in
              Article 6.4 of this Agreement.

6.3    The Executive will take all steps available and will use its best efforts
       to ensure that each member of the Confidant Group will keep the
       Confidential Information in strictest confidence and that no member of
       the Confidant Group will reproduce, exploit or disclose the Confidential
       Information, in whole or in part, to or for any Person.

6.4    If the Company requests the return of any Confidential Information, the
       Executive will immediately:

       (a)    return all Confidential Information to the Company and will not
              retain any reproductions or extracts of the Confidential
              Information for any purpose; and

       (b)    destroy all documents, memoranda, notes and records prepared by
              the Executive based on or arising from the Confidential
              Information and certify such destruction to the Company in a form
              reasonably satisfactory to the Company.

6.5    The Executive may disclose Confidential Information only in the following
       limited circumstances:

       (a)    to a Person who has entered into a non-disclosure and
              confidentiality agreement with the Company in substantially the
              same form as this Agreement;

       (b)    to a member of the Confidant Group who is directly involved and
              needs to know the contents of the Confidential Information in
              order to analyze and evaluate the Company's business, who has been
              provided with a copy of this Agreement by the Executive and who
              has acknowledged in writing that he/she is bound by the terms of
              the Agreement;

       (c)    if required by law to disclose Confidential Information, in which
              case the Executive will first seek agreement with the Company on
              the form of the disclosure prior to its being made; or

       (d)    with the prior written permission of the Company.

6.6    Notwithstanding anything to the contrary, the provisions of this
       Agreement shall not apply to the following Confidential Information:

       (a)    Confidential Information which at the time of disclosure is
              already in the public domain;

       (b)    Confidential Information which, after disclosure, is published or
              otherwise becomes part of the public domain through no fault of
              the Executive;



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       (c)    Confidential Information which was already in the Executive's
              possession at the time of disclosure and was not acquired,
              directly or indirectly, from the Company; or

       (d)    Confidential Information which the Executive received from a third
              person who did not acquire it, directly or indirectly, from the
              Company and who did not require the Executive to hold it in
              confidence.

6.7    The Executive:

       (a)    acknowledges that the success, profitability and competitive
              position of the Company requires that strict confidentiality be
              maintained at all times with respect to all Confidential
              Information, and that any breach of such confidentiality is
              capable of causing substantial damage to the Company;

       (b)    acknowledges and agrees that a breach by him/her of any of the
              covenants contained in the above paragraphs 6.2, 6.3, 6.4 or 6.5
              of this Agreement would result in irreparable harm to the business
              carried on by the Company, such that the Company could not be
              adequately compensated for such harm by an award of damages.
              Accordingly, the Executive agrees that in the event of any such
              breach, in addition to all other remedies available to the Company
              at law or in equity, the Company shall be entitled as a matter of
              right to obtain from a Court of competent jurisdiction such relief
              by way of restraining order, injunction, decree or otherwise as
              may be appropriate to ensure compliance with the provisions of
              paragraphs 6.2, 6.3, 6.4 and 6.5 of this Agreement.

6.8    The covenants contained in this Article 6 of this Agreement shall remain
       in full force and effect, together with the Company's right to enforce
       such covenants and recover damages in the event of a breach of any such
       covenants, notwithstanding the termination of the Executive's employment
       with the Company.

7.     RESTRICTIVE COVENANTS

7.1    The Executive agrees that following termination of this Agreement, for a
       period of twelve (12) months, within a geographic radius of 100
       kilometers from any business office that the Company operates from time
       to time, or any business office that the Company reasonably intends to or
       may operate, the Executive will not individually or in partnership or in
       conjunction with any person, association, syndicate, partnership, firm,
       company, corporation or other business enterprise, whether as principal,
       partner, agent, shareholder, officer, advisor, employee or in any other
       manner whatsoever:

       (a)    except for the benefit of the Company or its subsidiaries or its
              affiliates, solicit any clients or customers of the Company or its
              subsidiaries with whom he/she has dealt in the course of being
              engaged in the business of the Company or its subsidiaries;

       (b)    solicit or intend to solicit, interfere with or endeavour to
              procure, recruit, entice or advise the Company's employees away
              from the Company for any reason, including, but not limited to,
              other employment opportunities existing or contemplated and within
              the knowledge of the Executive.

7.2    The Executive acknowledges that he/she has extensive knowledge of all the
       services and products proposed or to be provided by, and the present
       customers and clients of, the Company and its subsidiaries and therefore
       fully understands and accepts the scope of the restraints on



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       his/her activities set out above as being necessary, reasonable and
       fundamental to the protection of the competitive advantage of the Company
       in its business, its trade secrets, confidential information and
       goodwill, while at the same time do not place undue restrictions on
       his/her ability to utilize at the conclusion of his/her employment, the
       knowledge and skills gained by him/her while employed by the Company.

7.3    The Executive acknowledges and agrees that a breach by him/her of any of
       the covenants contained in paragraphs 7.1 or 7.2 of this Agreement would
       result in irreparable harm to the business carried on by the Company,
       such that the Company could not be adequately compensated for such harm
       by an award of damages. Accordingly, the Executive agrees that in the
       event of any such breach, in addition to all other remedies available to
       the Company at law or in equity, the Company shall be entitled as a
       matter of right to obtain from a Court of competent jurisdiction such
       relief by way of restraining order, injunction, decree or otherwise as
       may be appropriate to ensure compliance with the provisions of paragraphs
       7.1 and 7.2 of this Agreement.

7.4    The Company and the Executive acknowledge that the covenants made in
       section 7.1 of this Agreement are made in recognition of the Executive's
       specific knowledge of the Company's business and of the fact that the
       Company intends to carry on its business throughout the geographic area
       specified therein. If any of such covenants shall be held to be
       unreasonable by a Court of competent jurisdiction by reason of the area,
       duration or type or scope of service, then said covenant shall be given
       effect in such reduced form as may be decided or directed by such Court.
       Notwithstanding the foregoing, if any portion of such covenant should be
       declared to be unenforceable or invalid for any reason whatsoever, such
       declaration shall be severable from this Agreement and shall not affect
       the enforceability or validity of the remaining portions of such
       covenant.

8.     ENTIRE AGREEMENT

8.1    The terms of this Agreement may be amended or supplemented by those terms
       as may be set out in Schedule B. To the extent that there is an
       inconsistency between this Agreement and Schedule B, the terms and
       conditions contained in Schedule B shall prevail.

8.2    This Agreement, and any policies and Schedules, referred to herein
       constitute the complete and entire agreement between the Executive and
       the Company concerning the employment of the Executive and, as of the
       date this Agreement is executed, replace and supersede any and all prior
       agreements, written or oral, between the Executive and the Company or any
       of its predecessors or affiliates relating thereto. Except as
       specifically set forth in this Agreement, neither party makes any
       representation or warranty, express or implied, statutory or otherwise,
       to the other.

8.3    The Executive hereby agrees that all restrictions contained in this
       Agreement are reasonable and valid and hereby expressly waives any and
       all defences to their strict enforcement by the Company.

8.4    No waiver or modification of this Agreement or any covenant, condition or
       restriction herein contained shall be valid unless executed in writing by
       both the Company and the Executive.



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9.     CONSIDERATION

9.1    The parties acknowledge and agree that this Agreement has been executed
       by each of them in consideration of the mutual promises and covenants
       herein contained, and for other good and valuable consideration, the
       receipt and sufficiency of which is hereby acknowledged.

9.2    The parties hereby waive any and all defences relating to an alleged
       failure or lack of consideration in connection with this Agreement.

9.3    In the event that this Agreement provides a lesser benefit to the
       Executive than the minimum standard contained in any applicable
       provincial legislation, the minimum standard contained in the legislation
       shall prevail to the extent of such inconsistency.


10.    NOTICE

10.1   Any notice required to be given under this Agreement shall be
       sufficiently given if delivered by hand or sent by registered mail to the
       Executive at: 2351 Chicoutimi Drive N.W., Calgary, Alberta and to the
       Company at: Suite 255, 999 - 8th Street S.W., Calgary, Alberta.


11.    SEVERABILITY

11.1   All paragraphs and covenants contained in this Agreement are severable,
       and in the event that any of them shall be held to be invalid,
       unenforceable or void by a court or tribunal of competent jurisdiction,
       such paragraphs or covenants shall be severed and the remainder of this
       Agreement shall remain in full force and effect.


12.    INTERPRETATION

12.1   Headings are included in this Agreement for convenience of reference only
       and do not form part of this Agreement.


13.    GOVERNING LAW

13.1   This Agreement shall be governed by the laws of Alberta and the federal
       laws of Canada applicable therein.


14.    ENUREMENT

14.1   The provisions of this Agreement shall be binding upon the Executive,
       his/her heirs, executors, administrators, successors and assigns, and
       shall enure to the benefit of the Company, its successors and assigns.


15.    ASSIGNMENT

15.1   This Agreement may not be assigned by either party.



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16.    INDEPENDENT LEGAL ADVICE

16.1   By the execution of this Agreement, the Executive acknowledges that
       he/she has received independent legal advice with regard to all of the
       terms and conditions set forth herein. Should the Executive waive
       independent legal advice, he/she acknowledges that the Executive does so
       of his/her own free will, free of any duress, unconscionability, or such
       other factor as may be applicable. If the Executive waives independent
       legal advice, the Executive acknowledges same by affixing his/her
       initials next to this clause.

IN WITNESS WHEREOF this Agreement has been executed by the parties at
_________________, __________________, as of the day, month and year first above
written.

-------------------------------------------          )
Witness Signature                                    )     ---------------------
                                                     )     MICHAEL STEELE
-------------------------------------------          )
Witness Address                                      )
                                                     )
-------------------------------------------          )
                                                     )
                                                     )
-------------------------------------------          )
Occupation                                           )

DELTA CAPITAL TECHNOLOGIES INC.

Per:

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

            AUTHORIZED SIGNATORY





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                                  SCHEDULE "A"
                                 JOB DESCRIPTION

                        DELTA CAPITAL TECHNOLOGIES, INC.
                        SENIOR VP MARKETING & DEVELOPMENT
                                   (02/14/00)

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

      1.    NATURE OF WORK - OVERVIEW

      The Senior Vice President, Marketing & Development (The Marketing &
      Development VP), will join Delta Capital Technologies Board of Directors
      and Executive Management Committee in order to provide broad access to
      information, resources and decision making to assist in performance of his
      duties. The Marketing & Development VP will be responsible for Delta's
      overall marketing and the development as well as strengthening of current
      and future business units as described below.

      2.    NATURE OF THE WORK - DELTA MARKETING

      The Senior Vice President, Marketing & Development, reporting to the
      President & CEO, will develop the firm's detailed marketing strategy.
      Leading a marketing team, he will determine the demand for products and
      services offered by Delta, undertake comparative competitive analysis and
      identify potential consumers

      The Marketing & Development VP is responsible for developing pricing
      strategy with an eye towards maximizing Delta's revenues and share of
      market and, ultimately according to the company's business plan, its
      profits while ensuring that the Delta's customers are satisfied. In
      collaboration with Delta's management, The Marketing & Development VP
      shall monitor trends that indicate the need for new products and services
      and make recommendations to senior management with respect to product
      development. The Marketing & Development VP work shall work with in-house
      advertising and promotion personnel and outside consultants to best
      promote Delta's products and services and to attract potential users.

      The Marketing & Development VP shall institute an appropriate sales
      strategy and hire a sales team (s) in consultation with Delta senior
      management. He will oversee the assignment of sales territories and goals
      and establish training programs for sales representatives. He will advise
      sales representatives on ways to improve their sales performance. He will
      oversee regional sales teams and their staff, and deploy to the company's
      regional expansion plans.

      The Marketing & Development VP shall serve as a key liaison person between
      Delta's management and Delta's advertising & promotion agency, Matridigm
      Corporation, to which many advertising and promotional functions may be
      contracted out. He shall also work with inside staff and outside
      contractors in the development and execution of promotional strategies and
      programs.

      The Marketing & Development VP will work with Delta's senior management in
      development and execution of public relations programs directed toward
      Delta's general marketplace audiences and its investors and investor
      targets.


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      3.    NATURE OF WORK - BUSINESS UNIT DEVELOPMENT

      Delta contemplates the formation of new business units and the
      strengthening of existing business units through mergers, acquisitions and
      growth. The Marketing & Development VP shall play a vital role in
      determining the Company's strategic approach to business unit development
      and in the execution of approved strategies.

              a.     APPLICATION SERVICE PROVIDER - The Marketing & Development
                     VP will assume the lead role in the development of Delta's
                     Application Service Provider (ASP) business. He will, in
                     conjunction with senior management, oversee development of
                     the ASP business plan and, also in conjunction with senior
                     management, oversee the general staffing and other
                     requirements of this as yet undefined Delta business unit.
                     When the unit has been developed, it shall report to the VP
                     Marketing. In the alternative, Delta may develop this
                     business unit by way of acquisition. The Marketing &
                     Development VP- as a key member of Delta's management team
                     - will take the lead role in the identification of ASP
                     acquisition opportunities and their place within Delta's
                     corporate structure. The Marketing & Development VP's job
                     description will be adjusted as the form and nature of the
                     ASP business unit is defined.

              b.     MATRIDIGM CORPORATION - The Marketing & Development VP will
                     work with Delta's senior management and the management of
                     Delta's Matridigm Corporation subsidiary in the continued
                     development of that business unit's mainline advertising
                     and promotional activities. He shall liaise with Matridigm
                     Corporation as previously described in the "Nature of Work
                     - Delta Marketing" section above. The Marketing &
                     Development VP shall also work with Delta senior management
                     and Matridigm's management in the introduction of digital
                     services to the unit, including but not limited to, a
                     variety of Internet-enabled technologies and integration
                     services.


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                                  SCHEDULE "B"
                                  COMPENSATION

<TABLE>
<S>                          <C>
Base Salary:                 $84,000

Annual Salary Increase:      Years 1-2 - Inflation +3%
                             Years 3-5 (If applicable) - Inflation +5%

Profit Bonus (Annually):     One share of the executive bonus pool as set forth by the
                             Chairman of the Board of Directors of Delta Capital at his
                             sole discretion and based on the overall performance of the company.

Incentive Bonus (Annually):  The executive will receive a 20% of base salary bonus based on the
                             company's success in meeting its revenue and EBITDA objectives as
                             defined in the business plan. In addition, the executive will
                             receive the following performance incentives:

                             1. Additional 5% of base salary for exceeding revenue projections by 5%
                             2. Additional 10% of base salary for exceeding revenue projections by 10%
                             3. 100,000 bonus stock options at the $2 strike price for fiscal year 2000 upon
                                meeting the company's revenue objectives, vested at year-end.
                             4. 100,000 bonus stock options at the $2 strike price for launching the
                                "applications service provider" business as per the business plan*,
                                vested at year-end.

                               * The applications service provider (ASP) is defined as commercial ready and
                               deployed to plan when the company has met its ASP revenue objectives, acquired
                               or built a network and operations center, and deployed sales and marketing personnel.

                                    Bonus stock options beyond fiscal year 2000 will be based on organizational
                               goals and objectives established from time-to-time by the Chairman of the Board.

Warrants:                      As detailed in the Exchange Agreement.
</TABLE>


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                                  SCHEDULE "C"












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