December 30, 2000


Mr. Daniel McKenzie
RR1
Georgetown, Ontario
L7G 4S4

Dear Dan:

         e-Auction  Global Trading Inc. (the  "Company") is pleased to offer you
the position of President and Chief  Executive  Officer with the Company,  which
commenced on January 1, 2000 and continues  until  terminated in accordance with
the terms  hereof.  The Board of  Directors  of the Company  have  approved  the
appointment.

SERVICES

1.       PERFORMANCE. In your capacity as President and Chief Executive Officer,
         you shall perform such duties and exercise such powers related  thereto
         as may from time to time be assigned  to you by the board of  directors
         of the Company. During the term of your engagement with the Company you
         shall  use your  best  efforts  to  promote,  develop  and  extend  the
         interests of the Company at all times. You will not, during the term of
         your  engagement,  perform work or services for any  competitor  of the
         Company.

         You  will  also be  appointed  to the  Board of  Directors  and will be
         invited to attend all Board and committee meetings.

COMPENSATION

2.       FEE.  The  Company  shall  pay or cause to be paid to you  during as of
         January 1, 2001 a fee of  $200,000.00CDN  per year ("Base Fee") payable
         in equal semi-monthly payments on the closest business days to the 15th
         and the last day of each month during the term of your  engagement with
         the  Company.  In  addition  you are  entitled  to a bonus  of  $50,000
         ("Bonus")  subject to meeting  the  benchmarks  included  on Schedule B
         attached.  Your Base Fee and Bonus  shall be reviewed by the Company on
         an annual basis and adjusted in accordance with the standard  practices
         of the Company.

         You will be provided with insured  benefits and other  perquisites (car
         allowance,  professional  fees,  employee  loans et  cetera) on a basis
         consistent with other members of the Company's senior management.

         You will be  entitled  to four weeks  vacation  per  annum,  subject to
         appropriate availability and notice.
<PAGE>

         Normal  and  reasonable   business   expenses  will  be  reimbursed  in
         accordance  with the Company's  policies and procedures on presentation
         of appropriate documentation.

OPTIONS

3.       OPTIONS.  You will be entitled to 1,500,000 options in e-Auction Global
         Trading Inc. (Nevada).  All options will be subject to e-Auction's 1999
         Stock Option Plan. Options will be vested  immediately.  Option pricing
         will be at approximately US$0.35.

         If  e-Auction  terminates  your  employment,  you will be retained as a
         consultant to the Company for a further two years. You will be required
         to provide  the  Company  with up to one hour of  consulting  per year.
         Remuneration  for the two year  period will be a minimum of $100.00 per
         year.  After the completion of your two years, you will have 90 days to
         exercise any and all  outstanding  vested  options which were vested at
         your termination.

TERMINATION OF ENGAGEMENT

4.       TERMINATION.  Your  engagement  hereunder may be terminated at any time
         (a) by mutual consent, without further obligation; (b) by you by giving
         the  Company  not  less  than  two (2)  weeks  written  notice  of your
         resignation;  or (c) by the Company at any time for cause,  which would
         not  constitute   Constructive   Dismissal,   however,   prior  to  any
         contemplated  dismissal,  you shall be given an  opportunity to know if
         you are engaging in activities that the Company deems to be grounds for
         dismissal,  and shall be granted reasonable opportunity to cure. In the
         event that you terminated  for any reason other than Just Cause,  which
         would not constitute Constructive Dismissal, all unvested options shall
         immediately vest and be exercisable. Just Cause shall be limited to the
         following:  your  conviction in a Canadian court for an act of criminal
         fraud (and  after all  appeals  have been  exhausted);  your  habitual,
         prolonged  absenteeism  from the work place;  or substance  abuse which
         impairs  your  performance  in the work  place.  In the event of death,
         illness or  disability,  any Option Shares not yet vested will continue
         to vest as if you were still providing all services required under this
         Agreement.

         If  the  Company   terminates   you  without   Just  Cause  or  through
         Constructive  Dismissal  you will  receive a total  amount equal to the
         greater of (i) the past 12 months  compensation;  and (ii)  $200,000.00
         plus Bonuses  earned over the past 12 months.  In any case, any bonuses
         which have been earned, will also be payable on a pro-rated basis.

         "Constructive  Dismissal"  shall  mean,  unless  consented  to  by  Dan
         McKenzie (i) where Dan McKenzie ceases to be an officer of the Company,
         unless Dan  McKenzie is  appointed  as an officer of a  successor  to a
         material portion of the assets of the Company; (ii) a material decrease
         in  the  title,   position,   responsibilities,   powers  or  reporting
         relationships  of Dan  McKenzie;  (iii) a  reduction  in the  Base  Fee
         (including Bonus entitlement) of Dan McKenzie; or (iv) a requirement to
         relocate to another city, province, state or country.

         If the Company  terminates you for any reason other than Just Cause you
         shall continue to receive health care,  dental care, life insurance and
         accidental  death  and  dismemberment  coverage  as well as  provincial
         health care premium subsidies (where applicable) during a period of two
         (2)  years  following  the date of  termination  unless  the  Executive
         declines coverage based upon coverage through another employer.
<PAGE>

5.       RETURN OF PROPERTY.  Upon any  termination of your  engagement with the
         Company,  you shall immediately deliver or cause to be delivered to the
         Company  all books,  documents,  effects,  money,  securities  or other
         property   belonging  to  the  Company,   including  all   confidential
         information,  however stored, belonging to the Company or for which the
         Company  is liable to  others,  which are in your  possession,  charge,
         control or custody.

CORPORATE PROPERTY

7.       COMPANY PROPERTY. You acknowledge and agree that all materials relating
         to  the  business  and  affairs  of  the  Company  including,   without
         limitation,  all  manuals,  documents,   reports,  equipment,   working
         materials and lists of customers  prepared by the Company or you in the
         course of your employment with the Company,  are for the benefit of the
         Company and are and will remain the property of the Company.

8.       CONFIDENTIAL  INFORMATION.  You agree to govern your conduct  regarding
         the handling of the Company's  confidential  information  in accordance
         with the provisions set out in Schedule A hereto.

COVENANTS

9.       NON-COMPETITION.  You agree that you will not, at any time,  during the
         term of your  engagement  with the Company,  for any reason,  and for a
         period  of one (1)  year  following  the  date of  termination  of your
         engagement with the Company,  within the geographic  areas in which the
         Company or any of its  affiliates,  as the case may be,  carries on its
         respective   businesses,   for  any  reason  whatsoever,   directly  or
         indirectly, either alone or in conjunction with any individual or firm,
         corporation,  association or other entity, whether as principal, agent,
         shareholder,  creditor or in any other capacity, carry on or be engaged
         in or be concerned with or interested  in, advise,  or permit your name
         or any part  thereof  to be used in any  business  which is  similar or
         directly competes with the business being carried on by the Company and
         any of its affiliates. The provisions of this section shall survive the
         termination of your engagement with the Company.

10.      NON-SOLICITATION.  You further agree that for a period of one (1) years
         following the date of termination of your  engagement with the Company,
         you shall not  solicit  orders to perform  work or deliver  products or
         services,  which are  similar or  competes  with the work,  services or
         products  being offered by the Company or any of its  affiliates,  from
         any  customer(s) of the Company or any of its affiliates  with whom you
         had dealings during your  engagement  with the Company,  nor shall you,
         directly or indirectly,  hire or retain any  employees,  consultants or
         independent contractors engaged by the Company or any of its affiliates
         or  induce  or  attempt  to  induce  any   employees,   consultants  or
         independent  contractors hired or retained by the Company or any of its
         affiliates to sever their  relationship  with the Company or any of its
         affiliates.   The   provisions   of  this  section  shall  survive  the
         termination of your engagement with the Company.

11.      REASONABLENESS.   You  acknowledge  and  agree  that  the  restrictions
         contained in sections 9 and 10 above are necessary and  fundamental  to
         the  protection and the interests of the Company and are reasonable and
         valid in the  circumstances and hereby waive all defenses which you may
         have in the strict  enforcement  thereof.  You further  acknowledge and
         agree  that a remedy in  damages  for any  breach of  sections 9 and 10
         above will be inadequate and that,  accordingly,  the Company or any of
         its affiliates  shall be entitled,  in addition to a remedy for damages
         and such other remedies to which it may be entitled,  to both temporary
         and permanent injunctive relief. The right of the Company or
<PAGE>

          any of its affiliates to such relief shall not be construed to prevent
          the  Company  or  any  of  its  affiliates   from   pursuing,   either
          consecutively  or  concurrently,  any and all other legal or equitable
          remedies available to it.

GENERAL

12.      WAIVER.  You  understand  that a failure by the  Company to enforce any
         particular provision of this Agreement is not to be considered a waiver
         of any of its rights and will not release you of any responsibility for
         performance under this Agreement.

13.      SEVERABILITY.  The various  sections of this Agreement are  independent
         and the  invalidity  of any one  particular  clause will not affect the
         enforceability of the other provisions of this Agreement.

14.      ENTIRE  AGREEMENT.  This  Agreement  and the Schedule  attached  hereto
         constitutes the entire agreement between the parties  pertaining to its
         subject matter and supersedes all prior and contemporaneous agreements,
         understandings,  negotiations and discussions, whether oral or written,
         of the parties and there are no  warranties,  representatives  or other
         agreements  between the parties in connection  with its subject  matter
         except as  specifically  set forth in this  Agreement.  No  supplement,
         modification,  amendment or waiver of this  Agreement  shall be binding
         unless executed in writing by both of the parties.

15.      CHANGE IN CONTROL.  In the event of a material change in control of the
         Company, all options will vest immediately.  Material change in control
         shall  be  defined  as  a  change  in  ownership,  either  directly  or
         indirectly, of more than 33% of the Company.

                  The  Company  is  confident  that you will make a  significant
         contribution  to our business.  If you are in agreement  with the terms
         and  conditions  described  herein,  please  indicate so by signing and
         returning  a  copy  of  this  letter  along  with  Schedule  A  to  the
         undersigned.

                                                   Yours very truly,

                                                   E-AUCTION GLOBAL TRADING INC.


                                                   By:/S/ David Hackett
                                                      ------------------------


Dated this        day of January, 2001.

                                                     /s/ Daniel McKenzie
-----------------------                              -----------------------
Witness                                                  DANIEL MCKENZIE


<PAGE>


                                   SCHEDULE A
                          E-AUCTION GLOBAL TRADING INC.
                            CONFIDENTIAL INFORMATION

1.   You  acknowledge  that you may,  in your  capacity as a  consultant  to the
     Company,  from  time to  time  receive  information,  knowledge,  data  and
     property   relating  to  the   business   of  the  Company   ("Confidential
     Information") which the Company wishes and is entitled to protect. The term
     Confidential  Information includes,  but is not limited to, any part of the
     computer  systems,  software  source code,  system logic and systems in any
     stage of actual or anticipated development, marketing plans, patents, trade
     secrets or other  intellectual  property,  know-how,  technical  expertise,
     financial  information,   forecasts,   assumptions,   product  information,
     customer information, marketing and development plans, cost and price data,
     internal policies and procedures and all other information  relating to the
     business of the Company, whether verbal or written,  regardless of the form
     or medium,  with  respect to the  business of the  Company,  as well as all
     proprietary  and  other  information  of a  confidential  nature  which  is
     provided to the Company by third parties.

2.   During and after your engagement with the Company,  you agree that you will
     hold the Confidential  Information in trust and confidence for the Company,
     and that you will not disclose the  Confidential  Information to any person
     or entity  without  the prior  written  approval  of the Company or use the
     Confidential  Information for any purpose other than the specific  purposes
     required in the  performance of your duties with the Company  hereunder and
     you will take all reasonable  precautions to prevent inadvertent disclosure
     of such Confidential Information.

3.   During and after your engagement with the Company,  you agree that you will
     not  use,  copy  or  transfer  any  Confidential  Information  without  the
     Company's  prior written  permission or as required by your duties with the
     Company and you will take all reasonable precautions to prevent inadvertent
     use, copying or transfer of any Confidential Information.  This prohibition
     against your use, copying or transfer of Confidential Information includes,
     but is not limited  to,  licensing  or  otherwise  exploiting,  directly or
     indirectly, any products or services (including software in any form) which
     embody  or  are  derived  from  Confidential  Information,   or  exercising
     judgement or  performing  analysis  based upon  knowledge  of  Confidential
     Information.  If the  Company  requests,  you will  immediately  return all
     Confidential Information in your possession or control to the Company.

4.   You agree that you will  advise the  Company  promptly  of any  information
     known to you  prior to your  engagement  with the  Company  which  could be
     included as Confidential  Information but which you consider to be excluded
     from the provisions of this Agreement.

5.   You acknowledge that the disclosure or use of the Confidential  Information
     by you  contrary  to the terms of this  Agreement  will  cause the  Company
     irreparable  harm, for which damages may not be adequate  compensation  and
     acknowledge that the Company may apply for equitable  relief,  including an
     injunction, in order to stop any breach or threatened breach by you of this
     Agreement. You are required to notify the Company immediately of any breach
     of your obligations under this Agreement which comes to your attention.

6.   The  obligations  of  confidentiality  hereunder  shall  not  apply  to any
     information that (a) is or becomes information in the public domain without
     any  act or  omission  by  you,  (b)  was in  your  possession  free of any
     obligation of confidentiality before being disclosed to you by the Company,
     (c) was  disclosed  to you by a third  party  without  breach by such third
     party of any obligation to keep such  information  confidential,  or (d) is
     required to be disclosed  under operation of law. You agree to disclose any
     information,  which you  believe,  is qualified  by this  paragraph  before
     acting upon it.

7.   You understand and acknowledge that the obligations of confidentiality  and
     non-disclosure contained in this Agreement shall continue in full force and
     effect  notwithstanding the termination of your engagement with the Company
     and that you must  continue to observe these  obligations  when seeking new
     employment.

8.   You acknowledge that all proprietary  items  including,  but not limited to
     improvements,  inventions,  know-how and discoveries,  technology, patents,
     copyrightable  materials,   computer  programs,   designs,   documentation,
     processes,  techniques  or  procedures  in any way related to the Company's
     business which are developed, invented, or written by you alone or together
     with others,  including  all  derivative  works,  during the course of
<PAGE>

     your  engagement  with  the  Company,  or at any  time  using  Confidential
     Information ("Developments") are the exclusive and confidential property of
     the Company and shall at all times be  regarded,  treated and  protected as
     such as provided in this Agreement.  You hereby disclaim any right in or to
     all such improvements,  inventions,  know-how and discoveries,  technology,
     patents,    copyrightable    materials,    computer   programs,    designs,
     documentation, processes, techniques or procedures.

9.   You must agree that you will  promptly  fully  disclose  to the Company all
     Developments  conceived  or made by you  (solely  or jointly  with  others)
     during the term of your  engagement  with the Company and you hereby  waive
     all your moral rights in all Developments as of the moment they are created
     and  transfer  all  your  interest  in  all  Developments,   including  all
     derivative works, exclusively to the Company on a world-wide,  royalty-free
     basis as of the moment  they are created  and, as required by the  Company,
     will  protect the  Company's  interest in such  Developments.  You agree to
     execute  any  documents  which  the  Company  feels are  necessary,  at the
     Company's  expense,  to enable  the  Company  to apply for or  enforce  its
     patent,  copyright,  industrial  design,  trademark  right,  or  any  other
     industrial or intellectual property rights in the Developments. You further
     agree to keep complete,  accurate and authentic notes, reference materials,
     data and records of all proprietary  items in the manner and form requested
     by the Company (which materials and all copies thereof are hereby agreed to
     be the property of the Company),  to mark all such items as  "confidential"
     and to surrender all such items to the Company at its request.

10.  You acknowledge that you are not a party to any prior agreements which have
     created, or which could create in any third party rights which are or could
     become inconsistent with your obligations  herein,  other than as disclosed
     in Exhibit A, and you agree that you will fully  disclose to the Company at
     your earliest  opportunity any such prior  agreements as well as any claims
     made or notices  provided by a third party which allege any such  agreement
     or interest.

11.  You  acknowledge  that,  from time to time,  the  Company  uses the  image,
     likeness, voice or other representation of its employees in connection with
     the production of corporate reports, advertising and promotional materials,
     and training  videos.  You hereby agree that if,  during the course of your
     employment,  you participate in such productions,  the Company may use your
     image, likeness, voice or other representation in perpetuity,  in all media
     and in all  territories  for the purposes  described  above without further
     compensation to you.

Acknowledged and agreed.

Dated this        day of January 2001.



-----------------------                              ---------------------------
Witness                                                  DANIEL MCKENZIE