EMPLOYMENT CONTRACT



THIS AGREEMENT is made as of October 16 , 2000.


AMONG:

                  MILINX  BUSINESS  GROUP,  INC., a Delaware  company  having an
                  ------------------------------
                  address   at   Suite   3827  -  1001  4th   Avenue,   Seattle,
                  Washington, 98154

                  (the "Company")

AND:

                  MAYNARD  L.  DOKKEN,  Businessman,  having an address at Suite
                  -------------------
                  2702 - 1050 Burrard Street, Vancouver, B.C., V6Z 2S3

                  (the "Executive")

AND:

                  MILINX BUSINESS  SERVICES,  INC., a British  Columbia  company
                  --------------------------------
                  having  an  address  at  Suite  218  - 470  Granville  Street,
                  Vancouver, B.C., V6C 1V5

                  ("Business Services")


WHEREAS:

A. The Company is, among other things,  an  application  service  provider,  and
Business Services is a wholly owned subsidiary of the Company;

B. The  Executive  is  considered  by the board of directors of the Company (the
"Board") to be of great value to the Company and has  acquired  outstanding  and
special skills and abilities and an extensive background in and knowledge of the
business and the industry in which the Company is engaged;

C. The Board  recognizes  that it is essential and in the best  interests of the
Company that the Company retain the continuing dedication of the Executive;

D. The Board  believes  that the past  service of the  Executive  to the Company
requires that the Executive receive fair treatment, particularly in the event of
a change of control of the Company, as defined in section 1.5 herein;



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                                     - 2 -

E. The Company has agreed to offer  employment to the  Executive  upon the terms
and  conditions  herein set forth,  which terms shall  supersede and replace any
prior agreements between the Company and the Executive; and

F. The Company will engage the  Executive,  but the Executive  will be initially
assigned to assist with the operation of Business  Services.  Business  Services
will  make all  payments  set out  herein on  behalf  of the  Company  while the
Executive is assigned to Business Services.


NOW  THEREFORE  in  consideration  of $10.00  paid by each  party to each of the
others,  receipt of which is  acknowledged,  and in  consideration of the mutual
covenants herein contained the parties hereto agree as follows:

1. EMPLOYMENT
   ----------

1.1 Offer and Acceptance:  Commencing October 16, 2000, the Company and Business
    --------------------
Services  hereby jointly offer  employment to the Executive to be the "President
and Chief Executive Officer" of the Company and Business Services, to assist the
Company  and  Business  Services  as set out herein,  and the  Executive  hereby
accepts such employment.

1.2 Full Time  Employment:  The Executive will devote his best efforts,  skills,
    ---------------------
judgement  and  abilities  to the  performance  of  his  employment  duties  and
responsibilities and will work on a full time basis for the Company and Business
Services.

1.3 Duties and Responsibilities:  The primary duties and responsibilities of the
    ---------------------------
Executive will be as follows:

     (a)  to act as director and CEO of the Company and Business Services.

     (b)  to manage,  direct and  supervise  the senior  management  of Business
          Services and the Company;

     (c)  to assist with development of the Company's business plan;

     (d)  to administer the business of Business Services and other subsidiaries
          of the Company;

     (e)  to provide corporate direction and governance including:

          (i)  exercising executive direction;

          (ii) heading global expansion;

          (iii) directing mergers and acquisitions;

          (iv) providing operational structuring and work-flow management;


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                                      -3-


          (v)  managing legal work, human resources and finance;

          (vi) managing development of research and technology; and

          (vii)attending to securities  and exchange  commission  compliance and
               public disclosure; and

     (f)  to perform such other tasks that,  from time to time,  fall within the
          scope of employment of the President and Chief Executive  Officer of a
          business similar to the business conducted by the Company and Business
          Services,

         (the "Services").

1.4 Obey Board:  The  Executive  will at all times obey and carry out all lawful
    ----------
orders  given to him by the  Board  and  board of  Business  Services  which are
consistent with the services agreed to be performed by the Executive.

1.5 Change of Control:  In the event of a change of control of the  Company,  or
    -----------------
Business  Services,  the Company and Business  Services shall continue to engage
and the Executive  shall continue to serve the Company and Business  Services in
the same capacity and have the same authority, responsibilities and status as he
had as of the date  immediately  prior to the  change of  control.  Following  a
change of control,  the Services  shall be performed at such  location as may be
mutually  agreed upon between the Company and the Executive.  For the purpose of
this Agreement,  a "change of control" (the "Change of Control") shall be deemed
to have occurred when:

         (a)      a person other than the current  control person of the Company
                  or  Business   Services  (as  that  term  is  defined  in  the
                  Securities Act (British Columbia) becomes a control person; or

         (b)      a majority of the  directors  elected at any annual or special
                  general  meeting  of  shareholders  of either  the  Company or
                  Business Services are not individuals nominated by the Company
                  then constituting the Board or board of Business Services.


2. REMUNERATION
   ------------

2.1 Annual Salary:  Business  Services and the Company will pay the Executive an
    -------------
annual salary of  CDN$175,000.00  per year (the  "Salary").  The Salary shall be
payable in equal semi-monthly  instalments of CDN$7,291.67,  payable in arrears,
subject to the usual statutory source deductions, including income tax and other
deductions  required by applicable  legislation.  Payment of the Salary shall be
made on the first and fifteenth day of each month,  provided that if such day is
not a business  day, the salary and any other  amounts  payable to the Executive
that are due on such  date  shall be paid to the  Executive  on the  immediately
preceding  business  day.  In the event that  Business  Services  or the Company


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                                      -4-


transfer the Executive to a location outside of Canada,  then the Salary will be
paid in United States dollars,  provided that in no case will the Salary be less
than $120,000.00 per annum, net of all taxes. The Company and Business  Services
will be responsible  for paying the wage of the  Executive,  although the Salary
and benefits set out herein  comprise the  aggregate of all of the  compensation
due to the Executive from both the Company and Business Services.

2.2 Deduction for Benefits:  The Executive  acknowledges that the Salary payable
    ----------------------
to the Executive,  shall be net of any statutory  source  deductions,  including
income  tax  and  other   deductions   required   by   applicable   legislation.
Notwithstanding  the  foregoing,  if any  additional  deductions are required by
applicable  government  legislation  as a consequence of any benefits or bonuses
received by the Executive  pursuant to the provisions of part 3 herein, all such
additional deductions required by applicable government legislation shall be for
the sole  account  of the  Company  and the  Salary  shall not be reduced in any
manner as a consequence of the receipt by the Executive of such benefits.

2.3 Increase in Annual  Salary:  Each year,  the Salary payable to the Executive
    --------------------------
pursuant  to section  2.1 shall be  reviewed  within 120 days of the end of each
fiscal year of the  Company by the Board or the  compensation  committee  of the
Board,  in  consultation  with the  Executive  and  shall be  increased  for the
following  fiscal  year  by  such  amount  as  determined  by the  Board  or the
committee, provided that in no event shall:

     (a)  the Salary be less than the  Salary  payable  in the  previous  fiscal
          year; and

     (b)  the  increase,  in  percentage  terms,  be less  than  the  percentage
          increase in the  consumer  price index,  as  published  by  Statistics
          Canada for the Greater Vancouver area over the previous year.

2.4 Bonus: The Company will, within 120 days of the end of each fiscal year, pay
    -----
to the Executive an annual bonus  consistent  with those offered by other public
companies   engaged  in  business   similar  to  the  Company  and  taking  into
consideration  achievement of key performance  standards  approved by the Board.
The compensation  committee appointed by the Board shall determine the bonus and
make recommendations to the Independent Directors of the Board for approval.

2.5 Stock  Options:  The  Company  has  granted to the  Executive  in lieu of an
    --------------
increase in salary or a bonus for the fiscal year ended June 30, 2000 the option
to  purchase  up to 250,000  shares of S-8 stock of the  Company at an  exercise
price of $2.00 per share,  such option to vest as follows:  50,000 shares on May
31, 2000, a further 50,000 shares on August 31, 2000, a further 50,000 shares on
November 30, 2000,  a further  50,000  shares on February 28, 2001 and the final
50,000 shares on May 31, 2001.  The option shall expire on January 31, 2002. The
Executive  agrees to enter  into the  Company's  standard  form of Stock  Option
Agreement  in respect of this  option;  however,  the  following  terms shall be
included in such standard of agreement:


     (a)  if desired by the Executive, the option may be exercised on a cashless
          basis; and


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                                      -5-


     (b)  all options will vest  immediately if the Executive's  employment with
          the Company and Business  Services or its  subsidiaries is terminated,
          for any reason.



3. REIMBURSEMENT OF EXPENSES AND BENEFITS TO EXECUTIVE
   ---------------------------------------------------

3.1  Executive  Travel:  In the event that the  Executive  is required to travel
     -----------------
during  the  course  of or in  connection  with his  employment  hereunder,  all
expenses  associated  with  such  travel  will be paid  for by the  Company  and
arranged in a first class manner,  including,  but not limited to, the following
conditions:

     (a)  all travel by the Executive will be in business class ;

     (b)  all  accommodation  will be by way of facilities of a standard no less
          than four star and any hotel; and

     (c)  the  Company  shall  reimburse  the  Executive  for all food and drink
          consumed by the Executive,  his spouse (if  accompanying the Executive
          strictly   for  business   purposes)   or  any   business   associates
          accompanying the Executive during his travels.

While the Executive is attending at locations other than the Executive's primary
location for providing the Services, if any personnel are required to assist the
Executive  in the  performance  of his duties,  the Company  will provide to the
Executive and will be responsible  for all reasonable  expenses  associated with
their services:

including all expenses associated with their travel, accommodation, food, or any
other similar  expenses  incurred in order to insure that such  individuals  are
available to assist the Executive in the performance of his services pursuant to
the terms of this Agreement.

If the  Executive  is required to remain in one location  outside of  Vancouver,
British  Columbia,  for more than twenty (20)  consecutive  business  days,  the
Company, at the option of the Executive, will arrange for an executive apartment
for the Executive  located within five  kilometres of the location the Executive
is required to work outside of Vancouver, B.C.

3.2 Electronic  Communications:  The Company requires that the Executive carry a
    --------------------------
cellular  telephone,  wireless  palm pilot,  or such other  business work device
which will allow the Executive to be available to attend to Company  business in
an efficient  manner.  The Company will be responsible for all costs  associated
with such cellular  phone,  palm pilot and other business work devices,  and the
Executive will be expected to reimburse the Company for the cost of personal and
non-business calls made on the Executive's cellular telephone.

The Company recognises the importance of the Executive having a "balanced life".
To this  end,  it is  important  that the  Executive  be able to be at home with


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                                      -6-


family on evenings and weekends. Unfortunately, it is a reality of the Company's
business that the Executive will regularly be required to be engaged in business
related activities while the Executive is at home on evenings and weekends.  The
Company will provide the Executive with computer hardware, software, scanner and
other devices,  together with related internet  hook-up and services,  facsimile
machine and 24-hour technical support in order to be able to allow the Executive
to work from home.

The Company  requires that the Executive attend as a member various business and
industry  clubs and  associations  and the Company  requires  that the Executive
regularly attend meetings and functions held by such clubs and associations. The
Executive's  attendance  at these  meetings  and  functions  is to  promote  the
business of the Company.

The Company  will  provide  the  executive  with a corporate  credit card with a
minimum $20,000.00  available credit limit. The Company will pay all charges and
fees on this  credit  card  every  month.  This  credit  card is to be used  for
business  related  expenses only and receipts for each charge are required.  The
Executive must reimburse the Company for any personal  expenses that are charged
on this credit card.


The Company  will  provide the  Executive  with a $1,000.00  cash advance if the
Executive so requests.  These funds are to be used by the Executive for business
related expenses and to entertain  business prospects or other business clients.
The  Executive  will  provide the Company with  receipts for such  entertainment
costs and will reimburse the Company to the extent that the advance  exceeds the
costs incurred by the Executive. The Company will reimburse the Executive to the
extent that the costs exceed the amount of the advance.

The  Company  will  provide  the  Executive  with a gym,  golf  or  recreational
membership,  at such  facilities  as the  Executive  may  determine  in his sole
discretion.

3.3 Entertainment Budget: The Company will pay, or reimburse the Executive,  for
    --------------------
all reasonable expenses incurred in entertaining  clients,  prospective business
associates,  other  employees  of the  Company  or  such  other  persons  as the
Executive  may  determine  from  time to time and  maintaining  expenses  within
budgets approved for entertaining.

3.4 Education:  The Company  requires that the Executive use his best efforts to
    ---------
obtain an MBA or  equivalent  through  an  evening  or week end  program  from a
recognised  institution.  The Company will pay, or reimburse the Executive,  for
all educational costs incurred by the Executive in respect of courses, seminars,
lectures or other educational  presentations which the Executive may participate
in during the term of this Agreement, where such courses further the interest of
the Company and will assist the  Executive  in the  performance  of the Services
pursuant to this Agreement,  such  determination to be at the sole discretion of
the Executive.  Reimbursement shall include all course fees, accommodations, and
all other related expenses.  For greater  certainty,  the Company will reimburse
the Executive for any educational  expenses  payable during the duration of this
agreement.

3.5  Automobile or Taxi Expense:  At the  Executive's  option,  the Company will
     --------------------------
provide an automobile  for the  Executive's  use in performing  the  Executive's


<PAGE>
                                       -7-

duties pursuant to this Agreement,  with all expenses associated with the use of
such  vehicle to be to the sole account of the  Company,  including  the cost of
acquisition or lease, insurance,  gasoline,  maintenance,  and any other related
expenses.  If the Executive  chooses not to use an automobile,  then the Company
will be responsible  for all expenses  associated  with the  Executive's  use of
taxis or  limousines  in  performing  the  Executive's  duties  pursuant to this
Agreement. If the Executive decides to use an automobile,  the Company will make
the  automobile  available for the term of this  agreement.  The Company will be
responsible to provide the automobile net of personal income taxes payable

3.6 Parking:  At the Executive's sole  discretion,  the Company will arrange for
    -------
the Executive to be provided with on-sight parking facilities for the parking of
his personal  vehicle,  with all costs  associated with such parking space to be
for the sole account of the Company. The Executive shall have the right to first
choice of parking  stalls.  For greater  certainty,  the parking  space shall be
located in the  building  in which the  Executive  is  required  to perform  the
services  pursuant to the terms  herein,  or at such  location as is  reasonably
close to such premises.

3
3.7 Office: The Company, at its own expense,  will provide the Executive with an
    ------
office  and  meeting  room  of  a  first  class  nature  commensurate  with  the
Executive's  senior  position.  If  possible,  such  office will be located at a
corner of the Company's  premises or at a location  suitable to the  Executive..
The Company  will  provide the  Executive  with such  support  staff,  as may be
required by the Executive.

3.8 Promotional  Gifts: The Company will be responsible for all costs associated
    ------------------
with, or will reimburse the Executive,  in respect of all gifts and  promotional
items gifted by the Executive in the course of his promoting the interest of the
Company,  provided  that the Company  will not be  obligated  to  reimburse  the
Executive  for single gifts  having an aggregate  cost to the Company of greater
than CDN$250.00.

3.9 Professional Services: The Company will pay, or reimburse the Executive, for
    ---------------------
all  professional  services  required by the  Executive in  connection  with his
employment  with the  Company,  including  all  legal  and  accounting  services
relating to:


     (a)  the  Executive's  personal  relationship  with the Company,  including
          issues relating to salary;

     (b)  taxation, trust and estate planning matters; and


In addition,  the Company  will pay for the services of a qualified  accountant,
personal  financial  planner and lawyer to assist the Executive with  retirement
and tax planning and related business activities. The Company also agrees to pay
for the services of such accountants,  legal and other advisors as the Executive
may  require  in  preparing  and  filing  annual  or other tax  returns  in such
jurisdictions as he may be required to do.

3.10  Paternity  Leave:  The  Executive  will be entitled to Paternity  Leave in
      ----------------
accordance  with the laws  governing  paternity  leave  in the  jurisdiction  of
residence.,


<PAGE>
                                      -8-


3.11  Vacations:  The  Executive  shall be entitled to six (6)  non-accumulative
      ---------
weeks paid vacation during each fiscal year of the Company, at such times as the
Executive may determine in his sole discretion. In addition, the Executive shall
be entitled to statutory  holidays and the number of paid holidays  provided for
under the current policies and procedures of the Company.

3.12 Sick Days:  The  Executive  shall be entitled to one (1) sick day per month
     ---------
and all unused sick days will be banked and carried over from month to month and
year to year until the end of the contract  and in any event the maximum  number
of banked days will not exceed twenty five (25) days.

3.13 Indemnity: The Company and Business Services,  jointly and severally, will,
     ---------
upon demand of the Executive, indemnify and save harmless the Executive from and
against any loss, cost, or damage,  including  consequential loss and costs on a
solicitor client basis, which are suffered by the Executive and which in any way
relate  to the  Executive's  conduct  (except  for  provisions  of  Section  5.3
Termination  by the Company)  while in the employment of the Company or Business
Services. This indemnity is absolute and unconditional, and without limiting the
generality of the  foregoing,  the  liability of the Company and Business  Group
will not be  considered to have been waived or in any way affected by any of the
following:


     (a)  any act or omission by the Executive or breach of this Agreement; and

     (b)  any amendment to this Agreement.


The Company and Business Services will pay all costs payable by the Executive as
and when such costs are incurred by the Executive related to the business of the
Company,  provided that the Executive provides the Company with written evidence
of such costs. This indemnity will survive the termination of this Agreement and
apply thereafter.

In addition to the foregoing,  the Company will provide the following  indemnity
in accordance with the by-laws of the Company:

     (c)  The Company will  indemnify  the Executive if the Executive is a party
          or is  threatened  to be made a party  or is  threatened  to be made a
          party  to  any  threatened,  pending  or  completed  action,  suit  or
          proceeding,  whether civil, criminal,  administrative or investigative
          (other than an action by or in the right of the  Company) by reason of
          the fact that the Executive is or was a director, officer, employee or
          agent of the  Company,  or is or was  serving  at the  request  of the
          Company as a director,  officer, employee or agent of another company,
          partnership,   joint  venture,  trust  or  other  enterprise,  against
          expenses  (including  attorneys' fees),  judgments,  fines and amounts
          paid in settlement  actually and reasonably  incurred by the Executive
          in  connection  with such action,  suit or proceeding if the Executive
          acted in good faith and in a manner the Executive  reasonably believed
          to be in or not opposed to the best  interests  of the  Company,  and,
          with respect to any criminal  action or proceeding,  had no reasonable
          cause to believe the Executive's conduct was unlawful. The termination
          of any action,  suit or  proceeding  by judgment,  order,  settlement,


<PAGE>
                                      -9-


          conviction, or upon a plea of nolo contendere or its equivalent, shall
          not, of itself, create a presumption that the Executive did not act in
          good faith and in a manner which the Executive  reasonably believed to
          be in or not opposed to the best  interests of the Company  and,  with
          respect to any criminal action or proceeding,  had reasonable cause to
          believe that the Executive's conduct was unlawful.

     (d)  The Company shall indemnify the Executive against expenses  (including
          attorneys' fees) actually and reasonably  incurred by the Executive in
          connection  with the  defence  or  settlement  of any  action  or suit
          relating  to  the  Executive's  employment  or  association  with  the
          Company,  if the  Executive  acted in good  faith and in a manner  the
          Executive  reasonably  believed  to be in or not  opposed  to the best
          interests of the Company; except that no indemnification shall be made
          in  respect of any  claim,  issue or matter as to which the  Executive
          shall have been  adjudged to be liable to the Company  unless and only
          to the extent  that the Court of  Chancery  or the court in which such
          action or suit was brought  shall  determine  upon  application  that,
          despite  the  adjudication  of  liability,  but in  view  of  all  the
          circumstances  of the  case,  such  person is  fairly  and  reasonably
          entitled  to be  indemnified  for such  expenses  which  the  Court of
          Chancery or such other court shall deem proper.

     (e)  To the extent that the Executive has been  successful on the merits or
          otherwise in defence of any action,  suit or proceeding referred to in
          this  paragraph or in defence of any claim,  issue or matter  therein,
          the  Executive  shall  be  indemnified   against  expenses  (including
          attorneys'  fees) actually and  reasonably  incurred by such person in
          connection therewith.


     (f)  Expenses  (including  attorneys'  fees)  incurred by the  Executive in
          defending any civil, criminal, administrative or investigative action,
          suit or proceeding  may be paid by the Company in advance of the final
          disposition  of such  action  suit or  proceeding  upon  receipt of an
          undertaking  by or on behalf of the  Executive to repay such amount if
          it shall  ultimately be determined  that the Executive is not entitled
          to be indemnified by the Company as authorized in this paragraph.


3.14 Director's Liability Insurance: The Company will pay for director liability
     ------------------------------
insurance for the Executive in the minimum amount of $3,000,000.00. In the event
of litigation,  the Company will advance funds on behalf of the Executive to pay
for the cost of such litigation pending payment by the insurance company.

3.157 Group Benefits:  The Executive will be eligible for the Executive Benefits
      --------------
plan  offered  by the  Company  or  Business  Services,  which  includes  annual
physicals,  extended health insurance,  and dental insurance.  In addition,  the
Company will also provide to the Executive the following:


<PAGE>
                                     -10-


     (a)  traveller's  insurance insuring the Executive during any travel by the
          Executive for the performance of the Services; and

     (b)  a  $5,000.00  per  annum  flexible  benefit  plan  including  mortgage
          discount plan.


The Company will provide the Executive  with proof of such insurance as and when
requested by the Executive.

3.16  Security  Codes:  The Company and  Business  Services  will provide to the
      ---------------
Executive  all entry  passwords,  security and access  codes to safes,  security
systems,  computer  locks or any other  type of lock  located  at the  Company's
offices or which are otherwise under the control of the Company.

3.17  Reimbursement:  The Company shall reimburse the Executive for all expenses
      -------------
incurred  by him  in the  performance  of  this  Agreement,  provided  that  the
Executive  provides the Company with written  expense  accounts  with respect to
each of the expenditures incurred in the prior calendar month.

3.18 Leased  Premises:  If,  pursuant  to section  3.1,  the Company  leases any
     ----------------
residential  premises  which are used by the  Executive  during  the term of his
employment  hereunder,  then upon the termination of the Executive's  employment
hereunder for any reason:


     (a)  the Company  shall use its best efforts to assign the lease in respect
          of such premises to the Executive,  or sub-let such leased premises to
          the  Executive,  on the  same  terms  that  the  Company  leased  such
          premises, for the balance of the term remaining in such lease; and

     (b)  the Company  will sell to the  Executive,  at fair market  value,  the
          contents of such premises.

3.19 Executive Privacy: The Company will not record (by video, audio or any
     -----------------
other means) any conversations,  speeches, presentations or other communications
of the Executive without the Executive's prior written consent.


4. OWNERSHIP OF INTELLECTUAL PROPERTY
   ----------------------------------

4.1 Title to Property:  During the term of the  Executive's  employment with the
    -----------------
Company  or  Business  Services,   the  Executive  will  promptly  disclose  all
discoveries,  ideas, improvements,  or inventions which are created,  conceived,
developed or discovered by the Executive,  alone or with others, during the term
of this  Agreement,  and which relate to the business of the Company or Business
Services  or  which  result  from the use of the  equipment  of the  Company  or
Business Services (the "Intellectual Property").  The Executive agrees to assign
to  Business  Services,  the  Company  or  their  nominees,  without  additional
compensation,  all of the Executive's rights in the Intellectual  Property.  The
Executive  will  assist the  Company  and  Business  Services in all ways in the
future,  including giving evidence and executing any documents deemed helpful or
necessary  by the  Company or  Business  Services,  to  establish,  perfect  and


<PAGE>
                                      -11-


register worldwide at the Company or Business Services' expense,  such rights in
the Intellectual  Property.  The Executive will not do anything in conflict with
the Company or Business  Services' rights in the Intellectual  Property and will
cooperate fully to protect the Intellectual Property against misappropriation or
infringement.

The  Executive  agrees  that the  Company,  or  Business  Services,  will be the
copyright owner of all copyrightable works of every kind and description created
or  developed  by the  Executive,  either  solely or  jointly  with  others,  in
connection  with  the  Executive's  employment  with  the  Company  or  Business
Services.  If  requested,  and at no further  expense to the Company or Business
Services,  the  Executive  will  execute  in  writing  any  acknowledgements  or
assignments of  copyrightable  ownership of such works as may be appropriate for
preservation  of the  worldwide  ownership of such  copyrights in the Company or
Business Services and their nominees.

Notwithstanding  the  foregoing,  if the  Executive  discloses to the Company or
Business Services any Intellectual  Property during the course of this Agreement
and the Company or Business Services fail to develop such Intellectual  Property
during the term of the Executive's employment,  such Intellectual Property shall
be  re-assigned  by  Business  Services  and the Company to the  Executive  upon
termination of this Agreement, and the Executive shall have all right, title and
interest  in  such   re-assigned   Intellectual   Property   (the   "Executive's
Intellectual  Property").  For the  purposes of this  paragraph,  the Company or
Business  Services  shall  be  deemed  not to have  developed  the  Intellectual
Property if:

     (a)  the Executive  has,  during the term of this  Agreement,  disclosed in
          writing such Intellectual Property to the Board; and

     (b)  the  Company  or  Business  Services  fail  to make a  minimum  direct
          investment  of  USD$100,000.00  towards  the  development,  testing or
          implementation  of such  disclosed  Intellectual  Property  within six
          months  of  the  Executive  disclosing  in  writing  the  Intellectual
          Property to the Board.


In respect of all of the  Executive's  Intellectual  Property,  the  Company and
Business Services will assist the Executive in all ways in the future, including
giving  evidence and executing any documents  deemed helpful or necessary by the
Executive,  to establish,  perfect and register  worldwide,  at the  Executive's
expense, such rights in the Executive's  Intellectual  Property. The Company and
Business  Services will not do anything in conflict with the Executive's  rights
in the Executive's Intellectual Property and will cooperate fully to protect the
Executive's Intellectual Property against misappropriation or infringement.

4.2 Return of  Documents:  The Executive  acknowledges  and agrees that it shall
    --------------------
return to the Company and Business  Services any documents,  software,  manuals,
reports,  charts,  equipment or any other  materials used in connection with his
employment  forthwith  after  termination  of the  engagement  of the  Executive
pursuant  to  the  terms  herein  and  after  receipt  by the  Executive  of any
compensation  which  he  is  entitled  to  receive  as  a  consequence  of  such
termination  pursuant to the terms herein.  Forthwith after  termination of this
Agreement,  the Company and Business  Services  will return to the Executive all
documents,  software,  manuals,  reports,  charts, and equipment relating to the
Executive's Intellectual Property.


<PAGE>
                                      -12-


5. TERM AND TERMINATION
   --------------------

5.1 Term: The Executive's  employment by the Company and Business  Services will
    ----
commence form the day first above written and will continue until  September 30,
2003,. unless terminated in accordance with the provisions hereof.


5.2  Termination by Executive:  The Executive may terminate his employment  with
     ------------------------
the Company and Business Services pursuant to the terms of this Agreement:


     (a)  at any time upon the  Executive  providing  the Company  and  Business
          Services with two (2) months prior notice in writing;

     (b)  upon a  material  breach  or  default  of any of  the  terms  of  this
          Agreement by the Company or Business Services, if such material breach
          or default has not been remedied within thirty (30) days after written
          notice  of  material  breach  or  default  has been  delivered  by the
          Executive to the Company and Business Services; or

     (c)  at any time  within 90 days of the date on which  there is a Change of
          Control which occurred without the consent of the Executive.

5.3 Termination by the Company:  The Company and Business Services may terminate
    --------------------------
the Executive's  employment under this Agreement at any time upon the occurrence
of any of the following events:

     (a)  the  conviction  of  the  Executive  of an  indictable  offence  which
          includes a significant  element of moral turpitude or which relates to
          fraud under the Criminal  Code  (Canada),  provided  that such offence
          results in material  detriment to the  Executive's  ability to perform
          the Services or materially  impairs the  reputation of the Company and
          Business Services;

     (b)  the Executive engages in conduct that constitutes wilful gross neglect
          or wilful gross  misconduct,  as determined by a Court or  independent
          arbitrator,  unless  the  executive  believed  in good faith that such
          action or  non-action  was not  contrary to the best  interests of the
          Company or Business Services;

     (c)  a  material  breach or default  of any term of this  Agreement  by the
          Executive  if such  material  breach or default has not been  remedied
          within  ninety (90) days after  written  notice of material  breach or
          default has been delivered by the Company to the Executive; or

     (d)  the Executive dying or becoming permanently disabled or disabled for a
          period  exceeding  180  consecutive  days or 180 days  calculated on a
          cumulative  basis over any twelve (12) month period during the term of
          this Agreement.


<PAGE>
                                      -13-


5.4  Severance:  In the event of the termination of the Executive's employment:
     ---------

     (a)  pursuant to subsection 5.2(b) or (c);

     (b)  pursuant to subsection 5.3(b) or (c);

     (c)  by way of the Company and Business Services terminating the employment
          of the Executive in breach of this Agreement; or

     (d)  by way of the Company and Business Services terminating this Agreement
          without cause,

the Company shall pay to the Executive  within ten (10) days of such termination
a  severance  payment  equal to the  compensation  paid to the  Executive  under
section 2.1 for a one year term plus the  reimbursement of all expenses properly
payable  to the  Executive  pursuant  to the  terms  of Part 3 up to the date of
termination.  The Company  will also pay for  outplacement  counselling  for the
Executive.



5.5 Compensation  otherwise due to the Executive upon Termination:  In the event
    -------------------------------------------------------------
of the  termination  of the  Executive's  employment  under  this  Agreement  in
circumstances other than those set out in section 5.4, the Company shall pay the
following amounts to the Executive within ten (10) days of termination:

     (a)  if terminated  pursuant to subsections  5.2(a), or 5.3(a), the Company
          shall pay to the  Executive  the full amount of  compensation  accrued
          pursuant to section 2.1 and Part 3 as of the date of termination,  and
          the Company shall have no further severance obligations; and

     (b)  If  terminated  pursuant  to  section  5.3(d) of this  Agreement,  the
          Company shall pay to the Executive:

          (i)  the amount of  compensation  accrued  pursuant  to section 2.1 of
               this Agreement as of the date of termination;

          (ii) the amount of  compensation  payable  under  section  2.1 of this
               Agreement for one (1) year after the date of termination; and

          (iii)an amount  equal to the annual  bonus most  recently  paid to the
               Executive pursuant to section 2.4 of this Agreement.


5.6 Constructive Dismissal by the Company: For greater certainty, the occurrence
    -------------------------------------
of any of the following  events shall be deemed to constitute the termination of
the Executive in breach of this Agreement:


<PAGE>
                                      -14-


     (a)  the Board fails to reappoint  the  Executive  as  President  and Chief
          Executive  Officer of the Company and  Business  Services  immediately
          following the close of each annual general meeting or other meeting of
          the Company at which  directors are elected,  or is unable to do so by
          law due to the Executive not having been elected as a director at each
          annual  general  meeting or other meeting of the Company (if required)
          at which directors are to be elected,  provided that the Executive has
          stood for  election as director  thereat and is  qualified to act as a
          director and officer of the Company;

     (b)  the Board or the board of Business Services removes the Executive from
          the position of President and Chief  Executive  Officer of the Company
          or Business Services; or

     (c)  the Board changes the Executive's  responsibilities  or authority in a
          fundamental respect and such change is not accepted by the Executive;

5.7 Remedies:  The rights of the Company and the Executive under this part 5 are
    --------
in  addition  to and  not in  derogation  of any  other  remedies  which  may be
available  to the  Company,  Business  Services  or the  Executive  at law or in
equity.

5.8 Cost of Dispute:  In addition to all other provisions of this agreement,  in
    ---------------
the event of a dispute between the Company and the Executive  regarding  payment
of salary,  bonus,  expenses,  or severance pay, the Company will pay all of the
Executives legal bills on a solicitor client basis.


6. REWARD FOR TENURE
   -----------------

6.1 Reward for Tenure  Allowance:  The  Company  shall pay to the  Executive  an
    ----------------------------
annual  reward  for  tenure  allowance  in the  amount of 3% of the  Executive's
pre-retirement  income  multiplied  by the number of full or  partial  years the
Executive  worked for the  Company or  Business  Services  prior to  retirement.
Payment of  retirement  allowance  shall  commence on the first day of the month
following  the date the  Executive  turns 60 years of age and continue  annually
until the Executive turns 85, in one or more of the following circumstances:


     (a)  the  Executive  has  continued  to provide his services to the Company
          until at least September 30, 2003;

     (b)  the Executive  has  terminated  the  Agreement  pursuant to subsection
          5.2(b) or (c); or

     (c)  the Company and Business  Services  have  terminated  the Executive in
          breach of this Agreement.

6.2  Acknowledgement of Executive:  The Executive hereby acknowledges that:
     ----------------------------
<PAGE>
                                      -15-


     (a)  the Company and Business Services have not and will not do anything to
          specifically  set  aside any of its  assets  to cover its  obligations
          herein,  and the Executive does not have any rights under any specific
          assets in order to secure the Company's obligations hereunder;

     (b)  the Company and Business  Services  have not given the  Executive  any
          assurances that it will be able to fund its  obligations  hereunder in
          any way whatsoever; and

     (c)  should the Company be unable to comply with its obligations in section
          6.1,  the  Executive's  only right  against the  Company and  Business
          Services  would be to enforce this  Agreement  against the Company and
          Business  Services in the courts and to seek  recovery as an unsecured
          creditor against the assets of the Company.

6.3 Funding of Reward for Tenure  Obligation:  Upon the occurrence of any of the
    ----------------------------------------
events set out in section 6.1, the Company will set aside in a trust arrangement
a  sufficient  amount to  provide  for the  funding  of the  reward  for  tenure
obligation  set out in  section  6.1,  so that  it will be able to  comply  with
section 6.1 when the reward for tenure allowance becomes due.


7 GENERAL PROVISIONS
  ------------------

7.1  Right  to Use  Executive's  Name  and  Likeness:  During  the  term of this
     -----------------------------------------------
Agreement,  the Executive  hereby grants to the Company and its subsidiaries the
right to use the Executive's name,  likeness and/or biography in connection with
the services  performed by the Executive under this Agreement in connection with
the  advertising  or  explanation  of any  project  with  respect  to which  the
Executive performs services for the Company or its subsidiaries.  If the Company
uses any material which the Executive finds  objectionable,  then forthwith upon
notice to the Company by the Executive,  the Company and its  subsidiaries  will
cease using such material.  If the Company releases  inaccurate material without
the Executive's written permission, the Company will indemnify the Executive for
any losses arising in connection with such release of inaccurate information.

7.2  Applicable  Law: This  Agreement will shall be governed by and construed in
     ---------------
accordance  with the laws of the  Province of British  Columbia  and the federal
laws of Canada  applicable  therein,  which shall be deemed to be the proper law
hereof.  The parties hereby submit to the  jurisdiction of the Courts of British
Columbia.

7.3 Notice:  Any notice  required to be given  under this  Agreement  will be in
    ------
writing  and may be  delivered  personally  or sent by prepaid  registered  post
addressed  to the  parties  at the above  mentioned  addresses  or at such other
address of which notice may be given by such party. Any notice will be deemed to
have been  received on the date of delivery,  if  personally  delivered,  and if
mailed as aforesaid then on the third business day following the day of mailing.


<PAGE>
                                      -16-

7.4 Joint  and  Several:  The  Company,  its  subsidiaries  (including  Business
    -------------------
Services) shall be jointly and severally liable for all payments set out herein.

7.5 Severability:  If any provision of this Agreement for any reason is declared
    ------------
invalid, such declaration shall not effect the validity of any remaining portion
of the Agreement,  which remaining portion shall remain in full force and effect
as if this  Agreement  had been  executed with the  individual  portion  thereof
eliminated,  and it is hereby  declared  the  intention of the parties that they
would have executed the remaining  portions of this Agreement  without including
therein any such part,  parts or portion  which may, for any reason be hereafter
declared invalid.

7.6 Time:  Time is hereby  expressly  made of the  essence  with  respect to the
    ----
performance by the parties of their respective obligations under this Agreement.

7.7  Waiver:  No  consent or waiver,  express or  implied,  by any party to this
     ------
Agreement of any breach or default by any other party in the  performance of its
obligations under this Agreement or of any of the terms, covenants or conditions
of this Agreement  shall be deemed or construed to be a consent or waiver of any
subsequent or continuing breach or default in such parties performance or in the
terms,  covenants and conditions of this Agreement.  The failure of any party to
this  Agreement to assert any claim in a timely fashion for any of its rights or
remedies  under this  Agreement  shall not be  construed as a waiver of any such
claim and shall not serve to modify,  alter or restrict any such parties  rights
to assert such claim at any time hereafter.

7.8 Currency: All references to dollars in this Agreement refer to U.S. dollars,
    --------
unless specifically stated otherwise.

7.9 Entire  Agreement:  This Agreement  constitutes the entire agreement between
    -----------------
the parties hereto and there are no  representations  or warranties,  express or
implied,  statutory or otherwise  other than as set forth in this  Agreement and
there are no agreements  collateral hereto other than as are expressly set forth
or referred to herein.  This Agreement cannot be amended or supplemented  except
by a written agreement executed by all parties hereto.

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

EXECUTED by                       ) MILINX BUSINESS GROUP INC.
MILINX BUSINESS GROUP INC.        ) per:
in the presence of:               )
                                  )------------------------------------
                                  )Authorized Signatory
--------------------------------- )
Witness


SIGNED, SEALED AND DELIVERED      )
by MAYNARD DOKKEN                 )
in the presence of:               )
                                  )------------------------------------
                                  )  MAYNARD DOKKEN
--------------------------------- )
Witness


EXECUTED by                       ) MILINX BUSINESS GROUP INC.
MILINX BUSINESS GROUP INC.        ) per:
in the presence of:               )
                                  )------------------------------------
                                  )Authorized Signatory
--------------------------------- )
Witness