-1-


                              EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the 16th day of August, 2001.

BETWEEN:
                  MILINX  BUSINESS  GROUP,  INC., a company  incorporated  under
                  ------------------------------
                  the laws of  Delaware,  having an address at Suite 3827,  1001
                  Fourth Avenue, Seattle, Washington, 98154
                  (the "Company")

AND:              Thomas W. Loker
                  1022 Belleterre Drive
                  Danville, California
                  94506
                  (the "Employee")

WHEREAS Company wishes to engage the Employee as the Chief Operating Officer and
President of Milinx Business Group, Inc.

NOW THEREFORE THIS AGREEMENT  WITNESSETH THAT in  consideration  of the premises
and  covenants  and  agreements  hereinafter  contained,  and for other good and
valuable  consideration  by each party to the other, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:

1.   EMPLOYMENT

1.1 Offer and Acceptance:  Commencing August 17, 2001, the Company hereby offers
employment  to the Employee as Chief  Operating  Officer and  President,  and to
assist the Company as set out  herein,  and the  Employee  hereby  accepts  such
employment.

1.2 Full Time  Employment:  The Employee will devote his best  efforts,  skills,
    ---------------------
judgement and abilities to the performance of

1.3      Duties and Responsibilities:
         ---------------------------

     o    business development strategies and implementation including corporate
          accounts, strategic alliances,  marketing,  communications and product
          material, sales, advertising,  client operations,  and training, sales
          and customer support operations

     o    Lead  the  design,  development  and  implementation  of the  software
          applications Application Services Model offered by 580880 BC Ltd.



<PAGE>
                                      -2-


          Milinx  Business  Services,   Inc.  Determine   appropriate   software
          platforms,   tools  and  environments  that  will  support  successful
          development of the software applications.

     o    Produce the appropriate software architecture,  align it with business
          initiatives focusing on building custom software product and solutions
          offerings based on ASP model and assist in managing current and future
          releases.

     o    Establish and maintain internal software  development  group,  through
          the definition of all roles and hiring requirements, that will develop
          these  application   services  as  the  foundation  of  the  company's
          software-services strategy.

     o    Work closely with CEO and CTO to determine  technical direction of the
          internal   software   development   effort  and  to  ensure   that  if
          successfully enforces the business strategy and policies.

The following are steps to be addressed over the first 60 days:

Step 1: Assessment
     The  objective  of the  Assessment  Step will be to validate and verify the
current  state  of  the  existing   company,   its   subsidiaries,   facilities,
intellectual  property  and other  assets  including  but not  limited  to...

     o    Intellectual property and technologies
     o    Current business plan and opportunities
     o    Shareholder base
     o    Assets and  liabilities  (both tangible and  intangible)
     o    Markets and their potential
     o    Financial status and structure
     o    Potential financing options and sources
     o    Internal and external assets and opportunities

     Also in the initial week or so of this period we will define a  preliminary
Public/Investor  Relations  strategy  and release  plan and  initiate a year end
closing of the books and other tactical steps to complete the S1 document.

Step 2: Synthesis
         Step  2 is  can be  otherwise  characterized  as  "War  Room"  planning
sessions  to  develop  the  revised   business   plans,   models  and  financing
requirements

     o    Define and agree on the mission and fundamental goals
     o    Define and agree on the opportunities
     o    Define and agree on the required assets
     o    Define and agree on Public/Investor relations plan


<PAGE>
                                      -3-


Model  financial  projections and  alternatives  (The goal will be to develop at
least 2  potentially  3  financial  models)  Define  the  business  plan (Both a
strategic 5 year plan and a tactical 12 month plan will be  completed)  at least
including the following proformas:

     o    Sources of revenues
     o    Salaries and Related Plans & Expenses
     o    Selling and Marketing Plans & Expenses
     o    Operational Plans & Expenses
     o    Administrative Plans & Expenses
     o    Research & Development Plans & Expenses
     o    Other  Income/Expenses
     o    Document Plan and Guidelines, Goals and Objectives
     o    Define corporate culture and agree on HR and incentive plan
     o    Secure Investment Banker Relationship

Step 3: Action
         The  objective  of Step 3 is to  place  into  full  swing  the  actions
necessary to  implement  the tactical and  strategic  plans.  o Begin  financing
activities

     o    Begin Staffing
     o    Inculcate staff in culture and initiate training
     o    Implement incentive plan
     o    Relaunch company
     o    Execute plan
     o    All other necessary objectives set by the CEO

The  Employee  must be familiar or  familiarize  himself  with SEC  regulations,
Insider  Trading and  Disclosure  Policies and all other Policies set by the CEO
such as but not limited to:  Policies  making,  Marketing  Plan,  Business Plan,
Reporting Structure, SEC Filings, Reporting to the Board, Budgeting,  Accounting
Review, Legal, Sales; Client Services; Product Development;  Telecommunications;
Business  Operations;  Human  Resources;  Work  Processes;  and other  necessary
operations  to build and achieve  the  revenue  targets,  gross  profit,  sales,
products development, network development and other goals set by the company for
sustained  business  growth  and  these  policies  must be  followed,  fully and
completely..

1.4 Fulfilment of Duties:  The Employee will at all times obey and carry out all
lawful orders given to him by the CEO and Board of Directors of the Company. The
Employee must be well communicated with the CEO, CFO and CTO.



<PAGE>
                                      -4-


1.5 Follow  Company  Policies:  The Employee will adhere to all of the Company's
    -------------------------
policies,  rules,  systems and  procedures  including  the  Disclosure,  Insider
Trading and  Information  Security  policies and act in a  reasonable  manner to
assure all employees follow these policies and all policies of the Company.  The
Company will do its best to familiarize the Employee with such policies,  rules,
systems and procedures, but reserves the right to change the provisions of these
at any time.

2.       SALARY AND BENEFITS

2.1
(a) Annual  Salary:  The Company will pay the Employee  $40,000 for the first 60
days.  The  Employee  will be paid a quarter of his salary due and  payable  two
banking days by executing of this formal agreement an additional  quarter of his
salary will be paid on or before  Friday  August 31, 2001 the remaining 50% will
be due and payable in two payments on the 15th and 30th days of September.

After the 60th day (October 16, 2001), his base salary will be $250,000 per year
($75,000  deferred  until  business plan funding) paid twice a month on the 15th
and the last day of the month. The Employee is responsible for the operation and
its  results.  An annual  increase  is  subject to Board  approval  based on his
performance  review and the Employee  has no right to claim  against the Company
for any delay of payment or  increase.  If the  Employee or the company does not
meet the  criteria,  the Board  will  determine  the any  amount of said  annual
increase.

The Employee will be  responsible  for any usual  statutory  source  deductions,
including  income tax and other  deductions  required by  applicable  government
legislation for the first 60 days or until a payroll system is in place.

(b) Performance  Bonus - $150,000 for meeting mutually agreed  milestones (to be
determined during first 60 days) Subject to majority of Board Approval.

2.2 Stock  Option:  The Company will provide the Employee a Stock Option plan as
    -------------
follows:

-    200,000 shares upon accepting the offer and vested after 60 days as long as
     the  Employee's  status has not changed before the 60 days. In the event of
     termination  prior to the date, the entitled  option shall be calculated as
     accrual  daily from the sign up date to the  ending day of the  employment.
     The Employee must provide his signed original of the Milinx Insider Trading
     Policy to the Company prior to any entitlement.

-    800,000 shares vesting over one year at the rate of 1/12 per month starting
     on October 16, 2001.  The options  will be offered at an exercise  price of
     the low of the last 30 days prior to the execution of this agreement.



<PAGE>
                                      -5-


If the  Employee is  employed  by the Company a liquidity  event such as sale or
merger of the  Company  will cause all his stock  options  set out above to vest
upon completion of such sale or merger.

These  option  shares  will not  continue  to vest if the  Employee  is not with
Milinx. The number of common shares shall be adjusted for splits, combinations.

2.3 Reimbursement of Business Expenses:  The Company will reimburse the Employee
    ----------------------------------
for pre-approved out-of-pocket expenses,  reasonably incurred in connection with
the performance by the Employee of his duties pursuant to the provisions of this
Agreement,  provided  that any single  expenditure  in excess of  $2,500.00,  or
aggregate  monthly  expenditures in excess of $10,000.00 per month, will require
the prior written  authorization of the CFO or CEO. After the events,  it is the
Employee's duty to provide detailed  reports with all receipts,  business cards,
and meeting results with the pre-authorized forms.

All of purchases of $500.00 or more must be made after  comparing at least three
quotes.

2.4 Vacations: The Employee shall be entitled to 3 weeks annual vacation and all
    ---------
statutory holidays stipulated in the standards of Washington, which shall accrue
on a monthly  basis  after the first 90 days  probationary  period.  The  yearly
entitlement shall accrued to a maximum balance of 1 1/2 months accrued vacation.
All accruals  beyond this 1 1/2 month  balance will be lost if not used prior to
exceeding this limit.

All vacations must be approved by the CEO or Chairman of the Board.

2.5  Parking:  The  Company  shall  provide  a  standard  parking  space for the
     -------
Employee's vehicle providing there is space available on the premises. Currently
there are no arrangements.

2.6 Group  Benefits:  The Employee will be eligible for the  Executive  employee
    ---------------
benefits  plan offered by the Company as arranged by the COO and approved by the
Board. Currently the Company does not have any arrangements.

2.7.  Education  and  Training:  The Company  may,  at its  option,  if and when
      ------------------------
requested by the Employee,  enrol the Employee in such  educational and training
courses  requested by the  Employee.  If the Board  approves an  educational  or
training course, the Company will reimburse the Employee, or pay for, all course
fees, travel and accommodations, provided that the Company pre-approves all such
expenses.  The  Employee  will  be  responsible  for  the  Employee's  food  and
entertainment  including  alcohol.  In the event the  Employee  terminates  this
agreement within one year following  termination of any educational and training
course or membership  paid for by the Company,  the Employee will  reimburse the



<PAGE>
                                      -6-


Company for the costs incurred by the Company in respect such course, or courses
or membership, including all related travel and accommodation expenses.

3.       OWNERSHIP OF INTELLECTUAL PROPERTY

3.1 Title to Property:  The Employee  covenants and agrees with the Company that
    -----------------
he will fully and freely (and without expense to the Company) communicate to the
Board and CEO, and the Employee hereby assigns to the Company,  all discoveries,
concepts,   inventions  or  improvements,   whether  patentable  or  not,  made,
discovered,  conceived,  invented  or  improved  by the  Employee as well as any
ideas, plans, concepts, copyrightable materials,  copyrights,  trademarks, trade
dress and any other  intellectual  property conceived or created by the Employee
(hereinafter  collectively  called the "IP Rights") during the period commencing
on the date hereof and ending on the date the Employee  ceases for any reason to
be an employee of the Company and in any way relating to any  process,  formula,
plan, skill, method of advertising,  marketing,  research, equipment, device, or
method of doing  business,  developed or being  developed,  made,  used, sold or
installed by or made known to the Employee  during the period of his  employment
hereunder or  resulting  from or suggested by any work which the Employee may do
for  the  Company  or its  affiliates  at the  request  of  the  Company  or its
affiliates and relating to any business  carried on or proposed to be carried on
by the Company or its affiliates.  The Employee  further agrees that he will, at
the  expense  of the  Company  at all  times  (both  during  the  period  of his
employment  hereunder  and at all times  thereafter)  assist  the  Company,  its
affiliates  or their  nominees in every way to protect the rights of the Company
and its  affiliates  under  this  section  3 and to vest in the  Company  or its
affiliates the entire right, title and interest,  including, without limitation,
the  copyright,  in and to any and all of the IP  Rights  and  that he will  not
disclose  to any  person,  firm or company or use any such IP Rights for his own
purposes or for any purposes other than those of the Company and its affiliates.
The Employee  hereby  represents  and warrants to the Company and its affiliates
that he does not currently have any IP Rights that have not been assigned to the
Company or its  affiliates  and,  to the  extent  that such  representation  and
warranty  is  incorrect  in any way,  the  Employee  hereby  sells,  assigns and
transfers  to the Company  and its  affiliates  any and all IP Rights  which the
Employee  currently has. The Employee hereby irrevocably and expressly waives in
favour of the Company any and all moral rights  arising  under the Copyright Act
(Canada) and worldwide, as amended or superseded,  or any similar legislation in
other  jurisdictions  and the Employee  agrees that the Company may use or alter
all work  product  of the  Employee,  as the  Company  sees fit in its  absolute
discretion.

3.2 Return of Documents or Corporate  Properties:  The Employee  shall return to
    --------------------------------------------
the Company any corporate properties including laptop,  printer,  cell phone and
their  accessories,   files  (electric  format)  documents,  software,  manuals,
reports,  charts,  equipment or any other  materials used in connection with his
employment  forthwith  after any written  request for return thereof is received
from the Company and the Employee shall not retain any copies.



<PAGE>
                                      -7-


3.3  Severance:  If the Company  decided for whatever  reason to terminate  your
     ---------
employment  with the Company,  then the Company  agrees to pay out to Employee a
severance payment of one month of paid severance for each month employed up to a
maximum  of 6  months  but  not  before  a  continuous  90  days  of  employment
probationary period, subject to the usual statutory deductions, including income
tax and other deductions required by applicable government legislation.

In addition,  the Employee shall receive all shares granted and options that had
vested to date after 60 days but not before a continuous  60 days of  employment
probationary period.

4. TERM OF EMPLOYMENT
   ------------------

4.1 Term: The term of this Agreement shall commence on August 17, 2001 and shall
    ----
continue  thereafter  for a term of two  years,  unless  terminated  earlier  in
accordance  with this Agreement  (the "Term").  There will be a 60 day probation
period. The term of this probation shall commence on August 17, 2001.

4.2  Termination  with Notice:  The Company may terminate the  employment of the
     ------------------------
Employee prior to the expiry of the Term, without cause, by either:

         (a)      providing  the Employee  with the minimum five  business  days
                  notice,  as amended or  replaced  from time to time,  in which
                  case the  Employee's  employment  will terminate at the end of
                  such notice period; or

         (b)      paying the Employee an amount  equal to one months  salary for
                  every one months of  continuous  employment up to a maximum of
                  six months otherwise  accrued over the period of time referred
                  to in  section  4.2(a)  above  in which  case  the  Employee's
                  employment will terminate immediately.

         Should his employment be terminated  without cause you will be eligible
         to receive a severance  payment of one month of paid severance for each
         month  employed up to a maximum of 6 months but not before a continuous
         90 days of employment  probationary  period.  The 6 months  entitlement
         must be after the first  anniversary  date of his employment  with good
         performance  review by the Board. The entitlement will be considered by
         the Board and the  Employee  should  not make any  claims  against  the
         Company.

4.3 Termination without Notice: If the Employee:
    --------------------------

          (i) is guilty of dishonesty;


<PAGE>
                                      -8-


     (ii) is guilty of conduct  detrimental  to the  business of the Company and
          the Board;

     (iii)is unable to perform the Employee's  duties as required by the Company
          and the Board  for a period of three  consecutive  months  because  of
          sickness, accident or other cause;

     (iv) carries  on or is  engaged  in the  business  during  company  time of
          providing  internet sales  services which are in competition  with the
          company's products and services;

     (v)  fails to  account  for any  monies  which  come  into  the  Employee's
          possession as a result of the Employee's  activities as an employee of
          the Company;

     (vi) fails to carry out the  services  and  duties to be  performed  by the
          Employee pursuant to the provisions of this Agreement; or

     (vii) breaches any of the covenants set out in this Agreement,

then, and not otherwise,  the Company may  immediately  terminate this Agreement
and the Employee's employment without any notice.

4.4 Termination by Employee:  The Employee may terminate his employment  without
    -----------------------
cause at any time  prior to the  expiry of the Term by  giving  the  Company  an
advance  written  notice to the Board two  months  minimum.  During  the  Notice
period,  if the Employee does not perform as his duties or damage the operation,
the Company has a right to terminate his employment with Cause  immediately.  In
this case,  the Employee  does not have any rights to claim against the Company.
The Employee will be responsible for any legal costs the employee may cause.

5. NON-COMPETITION AND RESTRICTIVE COVENANT
   ----------------------------------------

5.1  Restriction  During  Employment:  Throughout  the period of the  Employee's
     -------------------------------
employment  with the Company,  the Employee will render its services  solely for
the account and benefit of the Company and will not, without the written consent
of the  Company,  carry on or be  engaged  in  providing  such  services  on the
Employee's own account or for the account of others.

5.2 Restrictions After Termination: The Employee agrees that upon termination of
    ------------------------------
its  employment  for any reason  whatsoever,  whether by the  Employee or by the
Company,  the Employee will not,  throughout  the periods of time referred to in
section 2.3 below,  directly or  indirectly,  alone or in  association  with any
other person, firm or corporation,  or as an employee,  shareholder,  principal,
agent or director of any other firm or corporation:



<PAGE>
                                      -9-



         (i)      solicit  or accept  any  business  from any  present or former
                  customers or clients of the Company, or its affiliates that is
                  deemed to be in  competition  with the any of the Company's or
                  its' subsidiaries business(s);

         (ii)     solicit or accept any business  from any  computer  programmer
                  engaged by the Company unless such  programmer(s)  was engaged
                  in these  independent  activities  prior to  engagement by the
                  Company;


         (iii)    without  the  consent of the  Company,  which  consent  may be
                  withheld for any reasons, solicit, engage or employ any person
                  who was an employee or  contractor  of the Company on the date
                  of termination of the Employee's  employment with the Company,
                  or during  the six  months  preceding  such date  unless  such
                  employee(s)  was  brought  to  the  Company  by  Employee  and
                  therefore such consent shall not be unreasonably withheld; or

         (iv)     compete  with  or  engage  or  be  financially   concerned  or
                  interested in or advise, lend money to, guarantee the debts or
                  obligations  of any  business or any part  thereof of the same
                  kind  carried on by the Company or its  affiliates  during the
                  term of the Employee's  employment,  throughout  Canada or the
                  United States.

5.3 Duration of Restrictive Covenant
    --------------------------------

     Time from Commencement of
     Employment to Date of Termination       Duration of Restrictive Covenant
     ---------------------------------       --------------------------------

     zero to six months                      three months

     more than six months to 24 months       one year

     more than twenty-four months            three years


6. CONFIDENTIALITY COVENANT
   ------------------------

6.1 Definition of Confidential Information:  For the purposes of this Agreement,
    --------------------------------------
"Confidential   Information"   means  all  information,   data,  trade  secrets,
technology,  knowledge and know-how,  in whatever form and however communicated,
relating  directly or  indirectly  to the Company and its  affiliates,  or their
respective businesses,  operations,  joint ventures,  partnerships,  properties,
products,  markets,  customers,  techniques or strategies,  financial positions,
pricing, costs, financial statements, processes, facilities, research activities
or  technical  studies,  that is  delivered  or  disclosed by the Company to the
Employee or which the Employee  learns or obtains  through its employment by the
Company.


<PAGE>
                                      -10-

6.2 Confidentiality: All Confidential Information shall be treated as secret and
    ---------------
confidential  by the  Employee and shall not be disclosed by the Employee to any
person  without  the  prior  consent  of  the  Company  (which  consent  may  be
arbitrarily  withheld)  except to the extent  that the  Employee  is required by
court order to disclose the Confidential Information.

6.3  Fiduciary  Relationship:  The  Employee  acknowledges  and agrees that as a
     -----------------------
result of the sensitive  nature of the  Confidential  Information,  the Employee
holds the same in trust for the Company and its Authorized  Representatives  and
the Employee stands in a fiduciary relationship with the Company.

6.4 Use of  Confidential  Information:  The Employee  will not use  Confidential
    ---------------------------------
Information  for any purpose other than for carrying out its  obligations  as an
employee of the Company.

6.5 Authorized  Representatives:  The Employee shall take all reasonable efforts
    ---------------------------
to minimize the risk of disclosure of the  Confidential  Information by ensuring
that only authorized representatives of the Company whose duties require them to
possess the Confidential  Information  will have access thereto,  and shall take
all reasonable  precautions to safeguard and preserve the confidentiality of the
Confidential Information in accordance with this Agreement.

6.6  Ownership:  All  right,  title  and  interest  in and  to the  Confidential
     ---------
Information  shall remain the  exclusive  property of the Company.  No interest,
licence or other right respecting the Confidential Information is granted hereby
to the Employee by the Company.

7. GENERAL
   -------

7.1  Reasonableness:  The parties agree that all  restrictions in this Agreement
     --------------
are necessary and  fundamental  to the protection of the business of the Company
and that all such restrictions are reasonable and valid.

7.2 Continuing  Obligation:  Notwithstanding the termination of the Employee for
    ----------------------
any reason,  the Employee  will  continue to be bound by the terms of Articles 5
and 6 of this Agreement to the extent set out in those Articles.

7.3 Indemnity:  The Employee shall  indemnify and hold harmless the Company from
    ---------
any and all damages,  losses,  costs and expenses  (including without limitation
legal fees on a  solicitor  and own client  basis)  which may arise  directly or
indirectly from the Employee's breach of any of the Employee's covenants set out
under Articles 5 and 6 hereof.



<PAGE>
                                      -11-


7.4 Remedies: The Employee acknowledges to the Company that the Company would be
    --------
irreparably  damaged if any of the  provisions  contained in Articles 5 and 6 of
this  Agreement are not  performed by the Employee in accordance  with the terms
set out herein.  The Employee agrees that the Company shall have the right to an
immediate  injunction  or  other  available  equitable  relief  in any  court of
competent  jurisdiction  enjoining  any  breach  or  threatened  breach  of this
Agreement by the Employee.

7.5  Governing  law:  This  Agreement  shall be  governed  by and  construed  in
     --------------
accordance  with the laws of California and the  applicable  federal laws of the
USA,  and  the  parties  hereby  attorn  to the  exclusive  jurisdiction  of the
Washington courts.

7.6 Severability:  Should any part of this Agreement be declared or held invalid
    ------------
for any reason,  such invalidity  shall not affect the validity of the remainder
which shall  continue in force and effect and be construed as if this  Agreement
had been  executed  without the invalid  portion and it is hereby  declared  the
intention of the parties  hereto that this  Agreement  would have been  executed
without  reference  to any  portion  which may,  for any  reason,  be  hereafter
declared or held invalid.

7.7 Right of Set-off:  The Company may, at its  discretion,  set-off any amounts
    ----------------
owing to the Employee against amounts owed by the Employee to the Company.

7.8 Entire  Agreement:  This  Agreement  embodies the entire  understanding  and
    -----------------
agreement  between the parties with respect to the subject  matter  hereof,  and
supersedes any prior understandings and agreements relating thereto.

7.8 Personal  Nature:  This Agreement is a personal service contract and may not
    ----------------
be assigned in whole or in part by the Employee.

7.9 Enurement: This Agreement shall ensure to the benefit of and be binding upon
    --------
the parties and their respective successors and permitted assigns.

IN WITNESS WHEREOF this Agreement has been executed as of the date first written
above.  The Employee  reviewed the  company's SEC filings  thoroughly  and fully
understood   the  financial  or   operational   conditions  of  Milinx  and  its
subsidiaries  and has  signed  the  attached  Disclosure,  Insider  Trading  and
Information Security Policies.


                                  )  MILINX BUSINESS GROUP INC.
EXECUTED by                       )  per:
MILINX BUSINESS GROUP INC.        )
                                  )  ---------------------------------------
                                  )  Authorized Signatory
                                  )
                                  )

<PAGE>


                                      -12-


in the presence of:



--------------------------
Witness


EXECUTED by                       )
                                  )
                                  )
-----------------------------     )
in the presence of:               )
                                  )
                                  )
                                  )
--------------------------------- )------------------------------------------
Witness                              Thomas Loker