EMPLOYMENT AGREEMENT
                          Mind2Market - James R. Clark


     THIS AGREEMENT (this "Agreement"), dated as of the twentieth day of August,
2000,  by and  between  Mind2Market,  Inc.,  (M2M) a Colorado  corporation  (the
"Company"), and James R. Clark, ("Executive"),

      WHEREAS, the Company believes that Executive has unique experience and
skills that would significantly benefit the Company in the management of the
affairs of the Company; and

      WHEREAS, the Company acknowledges and recognizes the value of Executive's
services and deems it necessary and desirable to retain Executive's services;
and

      WHEREAS, both Executive and the Company desire to embody the terms and
conditions of Executive's employment in a written agreement which will supersede
all prior arrangements of employment, whether written or oral.

      NOW, THEREFORE, in consideration of the premises and of the convenants and
agreements herein contained, the parties hereto agree as follows:

      1.  Employment  Term.  The  Company  agrees  to,  and does  hereby  employ
          Executive to serve as CEO, and to perform the services as  hereinafter
          set forth commencing August 20, 2000.

      2.  Services of Executive. Executive agrees to devote such of his business
          time as is necessary  to the business and affairs of the Company,  and
          to use his best efforts to promote the  interests of the Company,  and
          to carry out such duties and perform such services as may be delegated
          to  Executive  from  time to time by the  Board  of  Directors  of the
          Company.  The Company  acknowledges  and agrees  that  nothing in this
          agreement shall prohibit Executive from also serving as an officer and
          director of any  subsidiary  of the Company  and its  affiliates,  and
          nothing in this Agreement shall prohibit Executive from being directly
          or indirectly  engaged in any other  business in any capacity with any
          other  corporation,  partnership,  venture or other entity, as long as
          such  business  does not  directly  conflict  with or compete with the
          Company  unless  approved by action of the Board of  Directors  of the
          Company.  It is  specifically  noted,  understood and agreed to by all
          parties that  Executive  also holds  executive  positions with DynaCor
          Systems Inc.,  and Global  Network Media Inc. (GNM) both of which have
          business relationships with the Company.

      3.   Compensation.

           (a)   In payment for the services set forth in paragraph 2 above, the
                 Company shall pay to Executive during the term hereof a salary
                 (referred to as "Base Salary") at the rate of $96,000 per
                 annum, payable not less than monthly throughout the term of
                 this Agreement. Executive shall also be entitled to participate
                 in any Company plan for the benefit of any or all of its
                 employees, including any deferred compensation plan (such as
                 pension, profit-sharing or thrift plan), or group hospital,
                 disability or life insurance plan, in accordance with the terms
                 of such plan.

<PAGE>

          (b)   Base Salary of Executive may be increased annually each year
                during the term of this Agreement by an amount determined by the
                Board of Directors of the Company.

      4.  Expenses.  The Company will arrange for the payment of reasonable  and
          necessary  expenses  incurred by  Executive  in  furtherance  of or in
          connection with the business of the Company, as stated in the approved
          Company  Reimbursable Expense Policy. If any such expenses are paid in
          the first  instance by  Executive,  the Company  will  arrange for his
          reimbursement   therefor.   The  Company   recognizes   that,  in  the
          performance  of his duties,  Executive  may be  required to  entertain
          various persons and  representatives  of  organizations  with whom the
          Company has or would like to have business relationships.  The Company
          will arrange for the  reimbursement of Executive upon  presentation of
          expense  vouchers for any reasonable such expenses which are adaptable
          to the usual accounting procedures established by the Company.

      5.  Termination of  Employment.  This is an  employment-at-will  contract.
          Executive's  employment  with the Company may be  terminated by either
          party at any time upon a thirty day written notice.

      6.  Disclosure of Information.  Executive hereby acknowledges that he will
          have access to certain trade secrets and  confidential  information of
          the Company and of affiliates of the Company and that such information
          constitutes  valuable,  special and unique property of the Company and
          such affiliates.  Executive shall not, during or after the term of his
          employment hereunder,  disclose any such trade secrets or confidential
          information  to any  person  or  entity  for  any  reason  or  purpose
          whatsoever except to the extent that such information becomes publicly
          disclosed  (other  than as a result of a breach of this  Agreement  by
          Executive) or to the extent required by law.  Executive further agrees
          that unless otherwise agreed by the Board of Directors of the Company,
          any intellectual  property developed by Executive in the course of his
          employment  with the Company  shall be developed on behalf of, and for
          the ownership of, the Company.

      7.  Actions of Board;  Affiliates.  For the purpose of this Agreement, all
          actions or consents  required or permitted to be taken or given by the
          Board of Directors of the Company with respect to this Agreement shall
          be to refer to an action or  consent  approved  by a  majority  of the
          Board of Directors of the Company other than Executive.

      8.  Notice. Any consent, notice, warning or other communication ("Notice")
          to be given  hereunder shall be in writing and shall be deemed to have
          been properly given when mailed by first class U.S. Mail, when sent by
          prepaid telegram, or when delivered in person,  addressed or delivered
          in each  case to the  address  set  forth  across  from  each  party's
          signature  below,  or to such other  address as either of the  parties
          shall designate to the other in the manner provided for giving notice.

      9.  Nature of Agreement.  No right,  title,  interest or benefit hereunder
          shall  ever  be  liable  for or  charged  with  any of  the  torts  or
          obligations of Executive or of any person claiming under Executive, or
          subject to seizure by any creditor of Executive or any person claiming
          under  Executive.  Neither  Executive  nor any person  claiming  under
          Executive  shall have the power to anticipate or dispose of any right,
          title,  interest  or benefit  hereunder  in any manner  until the same

<PAGE>

          shall  have  been  actually  distributed  to him free and clear of the
          terms of this Agreement.

      10. Binding Effect.  This Agreement shall be binding upon and inure to the
          benefit of any  successor  to the  Company  and all  persons  lawfully
          claiming  under  Executive.  This  Agreement  cannot  be  assigned  by
          Executive.

      11.  Entire Agreement. The parties hereto agree that this document
           contains the entire understanding and agreement between them with
           respect to the matters set forth herein and cannot be amended,
           modified or supplemented in any respect except by an agreement in
           writing signed by the party against whom enforcement of any
           amendment, modification or supplement is sought.

      12.  Waiver. The failure of either party to insist, in any one or more
           instances, upon performance of any of the terms or conditions of this
           Agreement shall not be construed as a waiver or a relinquishment of
           any right granted hereunder or of the future performance of any such
           term, convenant or condition, but the obligations of either party
           with respect thereto shall continue to full force and effect.

      IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its executive officer duly authorized, and Executive has executed
this Agreement, all effective as of the date first above written.

Address:                                   MIND2MARKET, INC.

                                           By:     _____________________________
___________________________                Name:   _____________________________
___________________________                Title:  _____________________________


Address:                                   EXECUTIVE
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