EMPLOYMENT AGREEMENT
                        Mind2Market - Charles H. Jacobson


     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 Charles H. Jacobson, ("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 Corporate  Secretary/Treasurer,  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.

      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 $60,000 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.

           (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.

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

<PAGE>

      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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