EMPLOYMENT AGREEMENT

This Employment Agreement (hereinafter  "Agreement) is made as of the 6th day of
January  2000  by  and  between  PrimeHoldings.com,  Inc.  ("PrimeHoldings"),  a
Delaware  corporation,  and  Thomas  E.  Aliprandi,  a  resident  of  Utah  (the
"Employee").

                                   WITNESSETH:

WHEREAS,  the Employee has been employed by and a key executive of PrimeHoldings
in  charge  of  all  of its  business  and  operations,  including  those  of it
subsidiaries; and

WHEREAS,  by unanimous agreement by written consent of the Board of Directors of
PrimeHoldings  (the "Board"),  the Employee has been duly elected  President and
Chief Executive Officer of PrimeHoldings; and

WHEREAS,  PrimeHoldings  desires  to  continue  to employ the  Employee  and the
Employee is willing to continue such  employment,  all on the terms  hereinafter
set forth;

NOW, THEREFORE, the parties agree as follows:

1.       Employment.  PrimeHoldings hereby employs the Employee as its President
         and Chief  Executive  Officer on the terms  hereinafter set forth for a
         period of three (3) years from January 1, 2000, and the Employee hereby
         accepts such employment.

2.       Duties. The Employee will, to the best of his ability,  render services
         in such executive, supervisory and general administrative capacities as
         the Board  shall  from time to time  determine.  Without  limiting  the
         foregoing,  the Employee  shall devote his time,  energy and ability to
         perform  his  duties  and  shall  use  his  best   efforts  to  promote
         PrimeHoldings' interests in accordance with policies established by and
         under the  direction of the Board.  If elected a director or officer of
         PrimeHoldings or of any affiliate or subsidiary of  PrimeHoldings,  the
         Employee will serve in that capacity without compensation other than as
         expressly provided in this Agreement or any amendment hereto.

3.       Exclusivity.  The  Employee  will  devote  all of his  working  time to
         performing his duties under this  Agreement,  and during his employment
         with  PrimeHoldings  the Employee will not, without the express written
         consent of the Board:  (i) act for his own account in any manner  which
         is competitive with any of the businesses of  PrimeHoldings  (including
         any affiliate or subsidiary of PrimeHoldings), or which would interfere
         with the performance of his duties under this Agreement,  or (ii) serve
         as an officer, director or employee of or advisor to any other business
         entity  unaffiliated  with  PrimeHoldings,  or (iii) invest or have any
         financial  interest,  direct or indirect,  in any business  competitive
         with any of the businesses of PrimeHoldings (including any affiliate or
         subsidiary of PrimeHoldings),  provided,  however, that notwithstanding
         the foregoing,  the Employee may own up to 1% of the outstanding equity
         securities  of any  company  engaged in any such  competitive  business
         whose shares are listed on a national  securities exchange or regularly
         quoted  in an  over-the-counter  market  by one or  more  members  of a
         national or an affiliated securities association.  The Employee will be
         deemed to have an indirect  financial interest in any business in which
         any of the following has any financial interest: the Employee's spouse;
         any lineal  descendant  or  ancestor  of the  Employee;  any brother or
         sister of the Employee;  and any child (but not grandchild) of any such
         brother or sister.

4.       Compensation.

         4.1      Salary.  During the first year of his  employment,  and unless
                  adjusted by official action of the Board,  PrimeHoldings  will
                  pay the Employee a salary at the rate of $120,000.00 per year.
                  Thereafter  the Board  will  review the  Employee's  salary at
                  least annually.  The Employee will not be entitled to overtime
                  or  other  additional  compensation  as a result  of  services
                  performed  during  evenings,  weekends,  holidays  or at other
                  times.

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         4.2      Deductions.  PrimeHoldings  will deduct and withhold  from any
                  compensation payable to the Employee under this Agreement such
                  amounts as PrimeHoldings is required to deduct and withhold by
                  law.  PrimeHoldings may also deduct and withhold from any such
                  compensation,  to the extent permitted by law, such amounts as
                  the Employee may owe to PrimeHoldings.

         4.3      Automobile Allowance.  PrimeHoldings will provide the Employee
                  an automobile allowance of $1,000.00 per month.

         4.4      Termination Compensation. If PrimeHoldings terminates Employee
                  for any  reason,  with or  without  cause,  Employee  shall be
                  entitled   to   termination    compensation    at   Employee's
                  then-current  salary  and  according  the  number  of years of
                  employment   with   PrimeHoldings   or   any   subsidiary   of
                  PrimeHoldings, including any employment prior to the execution
                  of this Agreement, as follows:

                           One year - 6 months salary
                           Two years - 12 months salary
                           Three years - 24 months salary
                           Four years - 36 months salary

5.       Expenses.  PrimeHoldings  will  reimburse  the Employee for all proper,
         normal and reasonable  expenses  incurred by the Employee in performing
         his  obligations  under this  Agreement  upon the  Employee  furnishing
         PrimeHoldings  with  satisfactory  evidence of such  expenditures.  The
         Employee  will not incur any unusual or major  expenditure  without the
         Board's prior written approval.

6.       Benefits.

         6.1 Health  Insurance.  PrimeHoldings  will  provide the  Employee,  at
PrimeHoldings' expense, with medical,  hospital and disability insurance that is
not less  favorable  than  that  which it  provides  to any  other  employee  of
PrimeHoldings.

         6.2      Vacation. The Employee will be entitled to four (4) weeks paid
                  vacation during each year under this Agreement, in addition to
                  any holidays that PrimeHoldings observes. Unused vacation time
                  in any year will accrue and may be added to vacation  time for
                  any following year or, at the Employee's  option,  may be paid
                  as a cash  payment in an amount  equal to the amount of annual
                  salary attributable to the period of time of unused vacation.

         6.3      Illness.  The Employee's  salary and other rights and benefits
                  under  this  Agreement  will not be  suspended  or  terminated
                  because  the  Employee  is absent  from  work due to  illness,
                  accident or other  disability;  but  PrimeHoldings  may deduct
                  from the  Employee's  salary  under  Section  4.1 any  payment
                  received by the Employee under any disability  insurance which
                  PrimeHoldings  provides the Employee  pursuant to Section 6.1.
                  The  provisions  of this  Section 6.3 will not limit or affect
                  the rights of PrimeHoldings under Section 7.

7.       Death and Disability.

         7.1      If the Employee  dies prior to  expiration of the term of this
                  Agreement,  the  Agreement  shall  immediately  terminate  and
                  PrimeHoldings  will, within ten days, pay Employee's  personal
                  representative  an amount equal to Employee's  salary  through
                  the last day of the calendar  month in which the Employee dies
                  plus two additional months salary.

         7.2      If the Employee is unable to perform  substantially all of his
                  duties under this  Agreement  because of illness,  accident or
                  other disability  (collectively  referred to as "Disability"),
                  and the Disability  continues for more than three  consecutive
                  months or an  aggregate  of more than six  months  during  any
                  12-month   period,   then   PrimeHoldings   may   suspend  its
                  obligations to the Employee on or after the expiration of said
                  3- or  6-month  period  until  PrimeHoldings  terminates  such
                  suspension  as  hereinafter   provided.   PrimeHoldings   will
                  terminate any such  suspension  after the  Disability  has,

<PAGE>

                  in fact,  ended and after it has received  written notice from
                  the  Employee  that the  Disability  has  ended and that he is
                  ready,  willing and able to perform  fully his services  under
                  this  Agreement.  Termination  of such  suspension  will be no
                  later  than one week after  PrimeHoldings  has  received  such
                  notice  from  the  Employee.  If any  one or more  periods  of
                  suspension continue pursuant to the provisions of this Section
                  for three  consecutive  months or six months in the aggregate,
                  then PrimeHoldings may at any time prior to termination of the
                  then current  period of  suspension,  terminate the employee's
                  employment hereunder.

                  If the Employee or PrimeHoldings  asserts at any time that the
                  Employee is suffering a  Disability,  PrimeHoldings  may cause
                  the Employee to be examined by a doctor or doctors selected by
                  PrimeHoldings,  and the  Employee  will submit to all required
                  examinations  and will  cooperate  fully  with such  doctor or
                  doctors  and, if  requested  to do so, will make  available to
                  them his medical  records.  The  Employee's  own doctor may be
                  present.

8.       Results of The Employee's Services.

         8.1      PrimeHoldings will be entitled to and will own all the results
                  and proceeds of the Employee's  services under this Agreement,
                  including, without limitation, all rights throughout the world
                  to any copyright,  patent, trademark or other right and to all
                  ideas, inventions, products, programs, procedures, formats and
                  other  materials of any kind created or developed or worked on
                  by the Employee  during his employment by  PrimeHoldings;  the
                  same   shall   be  the   sole  and   exclusive   property   of
                  PrimeHoldings; and the Employee will not have any right, title
                  or interest of any nature or kind  therein.  Without  limiting
                  the foregoing, it will be presumed that any copyright, patent,
                  trademark  or other  right and any idea,  invention,  product,
                  program,  procedure,  format or material created, developed or
                  worked on by the  Employee  at any time during the term of his
                  employment  will be a  result  or  proceed  of the  Employee's
                  services  under this  Agreement.  The Employee  will take such
                  action and execute such documents as PrimeHoldings may request
                  to warrant and confirm  PrimeHoldings'  title to and ownership
                  of all such results and proceeds and to transfer and assign to
                  PrimeHoldings any rights which the Employee may have therein.

                  The  Employee's  right to any  compensation  or other  amounts
                  under this Agreement will not constitute a lien on any results
                  or proceeds of the Employee's services under this Agreement.

         8.2      PrimeHoldings  will also own, and promptly on receipt  thereof
                  the Employee will pay to  PrimeHoldings,  any monies and other
                  proceeds  to which the  Employee  is  entitled  on  account of
                  rights  pertaining  to  any  of  PrimeHoldings'   products  or
                  services  that the Employee  acquired  before the date of this
                  Agreement.

         8.3      The  Employee  acknowledges  that the  violation of any of the
                  provisions of Section 8.1 will cause irreparable loss and harm
                  to  PrimeHoldings  which cannot be  reasonably  or  adequately
                  compensated by damages in an action at law, and,  accordingly,
                  that  PrimeHoldings  will be entitled to injunctive  and other
                  equitable  relief to enforce the  provisions  of that Section;
                  but no action for any such relief shall be deemed to waive the
                  right of PrimeHoldings to an action for damages.

9.       Use of Employee's  Name, Etc.  PrimeHoldings is hereby granted the sole
         and  exclusive  right during the term of his  employment to make use of
         and to permit  others  to make use of the  Employee's  name,  pictures,
         photographs,  and other  likenesses,  and voice, in connection with the
         advertising,   publicity  and  exploitation  of  any  products,  or  in
         connection  with  the use or  implementation  of any of the  Employee's
         services  hereunder or the proceeds thereof.  This right shall continue
         in  perpetuity  as a  non-exclusive  and  non-compensable  right  after
         termination  of his  employment  for any reason  whatsoever  including,
         without  limitation,  termination by either party for cause or wrongful
         termination by either party. In no event, however,  shall the Employee,
         directly or  indirectly,  be  represented  as endorsing  any product or
         commodity without the Employee's written consent.

<PAGE>

10.      Insurance. If PrimeHoldings desires at any time or from time to time to
         apply for,  in its own name or  otherwise,  but at its  expense,  life,
         health,   accident   or  other   insurance   covering   the   Employee,
         PrimeHoldings  may do so and may take out  such  insurance  for any sum
         that it deems  desirable.  The  Employee  will have no right,  title or
         interest in or to such insurance. The Employee nevertheless will assist
         PrimeHoldings  in procuring the same by submitting from time to time to
         the customary medical, physical and other examinations,  and by signing
         such  applications,  statements and other  instruments as any reputable
         insurer may require.

11.      Uniqueness  of Services.  The Employee  acknowledges  that his services
         hereunder  are  of  a  special,  unique,  unusual,   extraordinary  and
         intellectual  character,  the loss of which  cannot  be  reasonably  or
         adequately  compensated  by damages  in an action at law.  Accordingly,
         PrimeHoldings will be entitled to injunctive and other equitable relief
         to prevent or cure any breach or threatened breach of this Agreement by
         the  Employee,  but no action  for any such  relief  shall be deemed to
         waive the right of PrimeHoldings to an action for damages.

12.      Negative Covenants.

         12.1     The  Employee  will  not,  during  or  after  the term of this
                  Agreement,  disclose  to any  third  person or use or take any
                  personal  advantage  of any  confidential  information  or any
                  trade secret of any kind or nature  obtained by him during the
                  term hereof or during his employment by PrimeHoldings.

         12.2.    To the full extent permitted by law, the Employee will not for
                  a  period  of  two  years  following  the  termination  of his
                  employment with PrimeHoldings:

                  (i)      attempt  to cause  any  person,  firm or  corporation
                           which  is  a  customer   of  or  has  a   contractual
                           relationship with  PrimeHoldings (or any affiliate or
                           subsidiary  of  PrimeHoldings)  at  the  time  of the
                           termination  of  his  employment  to  terminate  such
                           relationship with  PrimeHoldings (or any affiliate or
                           subsidiary  of  PrimeHoldings),  and  this  provision
                           shall apply regardless of whether such customer has a
                           valid contractual  arrangement with PrimeHoldings (or
                           any affiliate or subsidiary of PrimeHoldings);

                  (ii)     attempt to cause any  employee of  PrimeHoldings  (or
                           any  affiliate or  subsidiary  of  PrimeHoldings)  to
                           leave such employment;

                  (iii)    engage   any   person   who   was  an   employee   of
                           PrimeHoldings  (or any  affiliate  or  subsidiary  of
                           PrimeHoldings)  at the time of the termination of his
                           employment  or cause such person  otherwise to become
                           associated  with  the  Employee  or  with  any  other
                           person, corporation, partnership or other entity with
                           which the Employee may thereafter become associated;

                  (iv)     engage  in  any  activity  or  perform  any  services
                           competitive   with   any   business    conducted   by
                           PrimeHoldings  (or any  affiliate  or  subsidiary  of
                           PrimeHoldings),  in those geographical areas in which
                           PrimeHoldings  (or any  affiliate  or  subsidiary  of
                           PrimeHoldings) conducts such business, at the time of
                           such termination.

         12.3     The  Employee  acknowledges  that the  violation of any of the
                  provisions of this Section 12 will cause  irreparable loss and
                  harm to PrimeHoldings which cannot be reasonably or adequately
                  compensated by damages in an action at law, and,  accordingly,
                  that  PrimeHoldings  will be entitled to injunctive  and other
                  equitable  relief to prevent or cure any breach or  threatened
                  breach  thereof,  but no action for any such  relief  shall be
                  deemed to waive the right of  PrimeHoldings  to an action  for
                  damages.

13.      Governing Law; Remedies.

         13.1     This  Agreement  has been  executed  in the  State of Utah and
                  shall  be  governed  by  and  construed  in  all  respects  in
                  accordance with the laws of the State of Utah.

<PAGE>

         13.2     Except as otherwise expressly provided in this Agreement,  any
                  dispute  or  claim  arising  under  or  with  respect  to this
                  Agreement  will be resolved by  arbitration in Salt Lake City,
                  Utah, in accordance with the Rules for Commercial  Arbitration
                  of the American Arbitration Association. The decision or award
                  of the arbitrator shall be final and binding upon the parties.
                  Any  arbitral  award may be entered as a judgment  or order in
                  any court of competent jurisdiction.

         13.3     Notwithstanding  the provisions for  arbitration  contained in
                  this Agreement,  PrimeHoldings  will be entitled to injunctive
                  and other  equitable  relief  from the courts as  provided  in
                  Sections  8.3,  11 and 12.3 and as the  courts  may  otherwise
                  determine  appropriate;  and the Employee  agrees that it will
                  not  be  a  defense  to  any  request  for  such  relief  that
                  PrimeHoldings  has an adequate  remedy at law. For purposes of
                  any such proceeding  PrimeHoldings  and the Employee submit to
                  the  non-exclusive  jurisdiction of the courts of the State of
                  Utah and of the  United  States  located in the County of Salt
                  Lake,  State of Utah,  and each agrees not to raise and waives
                  any  objection  to or  defense  based on the venue of any such
                  court or forum non conveniens.

         13.4     A  court  of  competent  jurisdiction,  if it  determines  any
                  provision of this Agreement to be unreasonable in scope,  time
                  or  geography,  is  hereby  authorized  by  the  Employee  and
                  PrimeHoldings  to  enforce  the same in such  narrower  scope,
                  shorter time or lesser  geography as such court  determines to
                  be reasonable and proper under al the circumstances.

         13.5     PrimeHoldings  will also have such other legal remedies as may
                  be appropriate under the circumstance  including,  inter alia,
                  recovery  of damages  occasioned  by a breach.  PrimeHoldings'
                  rights  and  remedies  are  cumulative  and  the  exercise  or
                  enforcement  of any  one or more of  them  will  not  preclude
                  PrimeHoldings  from exercising or enforcing any other right or
                  remedy.

14.      Severability  of Provisions.  If any provision of this Agreement or the
         application of any such provision to any person or circumstance is held
         invalid,  the remainder of this Agreement,  and the application of such
         provision  other  than to the  extent it is held  invalid,  will not be
         invalidated or affected thereby.

15.      Waiver.   No  failure  by  PrimeHoldings  to  insist  upon  the  strict
         performance  of any term or condition of this  Agreement or to exercise
         any right or remedy available to it will constitute a waiver. No breach
         or default of any provision of this Agreement  will be waived,  altered
         or modified,  and PrimeHoldings may not waive any of its rights, except
         by a written  instrument  executed by  PrimeHoldings.  No waiver of any
         breach or default  will affect or alter any term or  condition  of this
         Agreement,  and such term or condition  will continue in full force and
         effect with respect to any other then exiting or  subsequent  breach or
         default thereof.

16.      Miscellaneous.

         16.1     This Agreement may be amended only by an instrument in writing
                  signed by PrimeHoldings and the Employee.

         16.2     This  Agreement  shall be binding  upon the  parties and their
                  respective successors and assigns.  PrimeHoldings may, without
                  the Employee's  consent,  transfer or assign any of its rights
                  and obligations under this Agreement to any corporation which,
                  directly  or   indirectly,   controls  or  is   controlled  by
                  PrimeHoldings or is under common control with PrimeHoldings or
                  to any corporation  succeeding to all or a substantial portion
                  of   PrimeHoldings'   business  and  assets,   provided   that
                  PrimeHoldings   shall  not  be   released   from  any  of  its
                  obligations  under this Agreement,  and provided  further that
                  any such  transferee  or assignee  agrees in writing to assume
                  all the obligations of PrimeHoldings hereunder.  Control means
                  the  power  to  elect  a  majority  of  the   directors  of  a
                  corporation or in any other manner to control or determine the
                  management of a corporation. Except as provided above, neither
                  PrimeHoldings  nor the Employee may, without the other's prior
                  written  consent,  transfer or assign any of its or his rights
                  or obligations under this

<PAGE>

                  Agreement,  and any such  transfer  or  assignment  or attempt
                  thereat without such consent shall be null and void.

         16.3     All notices under or in connection  with this Agreement  shall
                  be in writing and may be delivered personally or sent by mail,
                  courier,  fax, or other written means of  communication to the
                  parties at their  addresses and fax numbers set forth below or
                  to such other  addresses and fax numbers as to which notice is
                  given:

                          if to PrimeHoldings:  PrimeHoldings.com, Inc.
                                                6955 Union Park Center, Ste. 390
                                                Midvale, UT  84047
                                                Fax: 801-562-1441

                          if to the Employee:   Thomas E. Aliprandi
                                                1979 E. Westminster Ave.
                                                Salt Lake City, UT  84108

                  Notice will be deemed given on receipt.

         16.4     Section headings are for purposes of convenient reference only
                  and will not  affect  the  meaning  or  interpretation  of any
                  provision of this Agreement.

         16.5     This Agreement constitutes the entire agreement of the parties
                  and supersedes any and all prior agreements or  understandings
                  between them.

         16.6     The  provisions  of Sections 8, 9, 11, 12 and 13 will  survive
                  termination of the Employee's  employment  with  PrimeHoldings
                  for any reason whatsoever and regardless of fault.

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

PRIMEHOLDINGS.COM, INC., by:                         EMPLOYEE:

/s/ David E. Shepardson III                          /s/ Thomas E. Aliprandi
-------------------------------------                ---------------------------
David E. Shepardson III                              Thomas E. Aliprandi
Vice President & Corporate Secretary
By order of the Board of Directors