EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into, effective as
of March 17, 1999, between DOGWOOD TREE CAPITAL CORP., a Florida corporation
("Employer"), and DAVID D'ARCANGELO ("Employee").


                                 R E C I T A L S
                                 ---------------

         A. Employer desires to engage in various aspects of web development
services business, including internet based seminars and the up-sale of
miscellaneous products and services.

         B. Employee desires to join the Employer as its Chairman.

         C. To set forth the terms and conditions of his employment with the
Employer, the Employee desires to enter into this Agreement.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein, Employer and Employee, intending to
be legally bound, hereby agree as follows:


                                A G R E E M E N T
                                -----------------

         1. TERM OF EMPLOYMENT. Employer hereby employs Employee, and Employee
hereby accepts employment with Employer, for a period of three (3) years
terminating April 1, 2002 ("Employment Period"); provided that this Agreement
shall be automatically renewed for successive one (1) year terms unless either
party elects not to renew this Agreement by delivering written notice of its
election to the other party no later than ninety (90) days prior to the end of
the current term. Notwithstanding anything in this Section 1 to the contrary,
this Agreement may be terminated at any time in accordance with Section 6.

         2. DUTIES OF EMPLOYEE. Employee shall serve in the capacity as Chairman
of Employer at Employer's office in San Diego, California, or at such other
place as Employer may direct; provided that Employer shall not direct or cause
Employee to perform his services from an office outside of San Diego County,
California, except for periods of travel that are deemed necessary for purposes
of fulfilling Employee's responsibilities hereunder. Employee shall have the
responsibility to generally and actively supervise and manage all the business
activities and functions of the Employer and its subordinate officers, agents
and employees. Except during vacation periods or in accordance with Employer's
personnel policies covering executive leaves and reasonable periods of illness
or other incapacitation, Employee shall devote his services to Employer's
business and interests in a manner consistent with Employee's title and office
and Employer's needs for his services. Employee shall perform the duties of

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Employee's office and those assigned to Employee by the Employer's board of
directors with fidelity, to the best of Employee's ability, and in the best
interest of Employer. During the term of this Agreement, the Employee shall
devote his entire productive time, attention, knowledge and skill to the
business and interest of the Employer as contemplated in this Agreement. The
Employee further agrees to devote all of his skills and efforts to the
performance of, and to perform diligently and on a timely basis, such duties as
shall be assigned to the employee from time to time by the Employer's board of
directors so long as such other services and duties are not inconsistent with
any other term of this Agreement.

         3. COMPENSATION OF EMPLOYEE. As compensation for Employee's services
hereunder, Employee shall receive a base salary of Eight Thousand Three Hundred
Thirty-Three Dollars and Thirty-Four Cents ($8,333.34) per month, payable in
bi-monthly installments of Four Thousand One Hundred Sixty-Six Dollars and
Sixty-Seven Cents ($4,166.67) each, or a ratable portion thereof for periods of
less than one-half month. Such salary shall be adjusted to reflect Employee's
responsibility at such time when either the Employer has raised sufficient
capital or Employer's profits can warrant such. Salary shall be adjusted to be
commensurate with chairmen of similar public organizations but shall be no less
than $200,000 per year plus company automobile. Employee shall determine the
date of such adjustments by given the Board of Directors thirty (30) days'
notice.

         4. EXPENSE REIMBURSEMENTS. Employee shall be reimbursed for reasonable
and actual out-of-pocket expenses incurred by Employee in performance of
Employee's duties and responsibilities hereunder in accordance with Employer's
established personnel policy covering executive officer expense reimbursements,
as such policy may be amended, revised or otherwise changed from time to time.
Employee shall furnish proper vouchers and expense reports and shall be
reimbursed only for those expenses which shall be reimbursable.

         5. VACATION, SICK LEAVE AND OTHER FRINGE BENEFITS. Employee shall be
entitled to two (2) weeks vacation per every twelve (12) month period of
employment hereunder. Employee shall also be entitled to leaves for illness or
other incapacitation as is consistent with Employee's title and Employer's needs
for Employee's services, except as otherwise provided for in Section 6.2.
Employee shall be entitled during Employee's employment hereunder to share or
participate in such medical insurance programs or other "fringe" benefit plans
or programs as shall be made available to executive officers employed by
Employer generally, in accordance with Employer's established personnel
policies, if any, or as established, amended, revised or otherwise changed from
time to time, covering executive officer employee benefits. Employer agrees to
also review Employee's performance on an annual basis for consideration of stock
options.

         6. TERMINATION.

                  6.1 TERMINATION BY EMPLOYER FOR CAUSE. Employer may terminate
this Agreement and Employee's employment hereunder for Cause (as defined herein)
any time effective upon written notice to Employee. As used herein, the term
"Cause" shall mean:

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<PAGE>

                           6.1.1 Habitual neglect in the performance of
Employee's material duties as set forth in Section 2 which continues uncorrected
for a period of ten (10) days after written notice thereof by Employer to
Employee; or

                           6.1.2 Negligence involving misfeasance or nonfeasance
by Employee in the performance of Employee's material duties as set forth in
Section 2 which continues uncorrected for a period of ten (10) days after
written notice thereof by Employer to Employee; or

                           6.1.3 A material breach of that certain Employee
NonDisclosure and Invention Assignment Agreement entered into by Employee.

                           6.1.4 Insubordination or nonfeasance by Employee of
any services or duties as may be assigned to Employee by the board of directors,
except to the extent that such services or duties would involve a violation of
law or materially expand or conflict with Employee's duties set forth in Section
2.

                  6.2 TERMINATION UPON DEATH OR DISABILITY. This Agreement and
Employee's employment hereunder shall terminate upon Employee's death or
Disability (as defined herein). For this purpose, "Disability" means incapacity,
whether by reason of physical or mental illness or disability, which prevents
Employee from substantially performing Employee's material duties as set forth
in Section 2 for six (6) months, or for shorter periods aggregating six (6)
months in any twelve (12) successive calendar months. Upon termination for
Disability, unless Employer shall have in force a disability insurance policy
providing for benefits in an amount at least equal to the benefits provided in
this Section 6.2, upon termination for Disability, Employer shall continue to
pay the base compensation payments pursuant to Section 3 to the Employee's court
appointed conservator until the date [three (3)] months following the effective
date of Disability. Upon termination for death, Employer shall continue to pay
the base compensation payments pursuant to Section 3 to the surviving spouse of
Employee (or if there is none to Employee's estate) until the date three (3)
months following the date of death. Termination for death shall become effective
upon the occurrence of such event and termination for Disability shall become
effective upon written notice by Employer to Employee.

                  6.3 EVENTS UPON TERMINATION. The termination of this Agreement
pursuant to Section 6 shall also result in the termination of all rights and
benefits of Employee under this Agreement except for any rights to compensation
accrued under Section 3 prior to the date of termination or rights to expense
reimbursement under Section 4 and, upon death of Disability as provided in
Section 6.2, the rights provided in Section 6.2 hereof.

         7. EMPLOYEE'S REPRESENTATIONS. Employee represents and warrants that
Employee is free to enter into this Agreement and to perform each of the
provisions contained herein. Employee represents and warrants that Employee is
not restricted or prohibited, contractually or otherwise, from entering into and
performing this Agreement, and that Employee's execution and performance of this
Agreement is not a violation or breach of any agreement between Employee and any
other person or entity.

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<PAGE>

         8. INDEMNIFICATION. Employer agrees to forever indemnify and hold
Employee harmless from and against any and all liability, loss, costs, claims or
expenses (including, without limitation, reasonable attorney fees and
disbursements) arising out of or relating to any claim brought by any party
(including, without limitation, any governmental agency) relating to Employee's
employment with Employer, Employee's lawful duties and activities in respect
thereto, or the business of Employer.

         9. GENERAL PROVISIONS.

                  9.1 SEVERABLE PROVISIONS. The provisions of this Agreement are
severable, and if any one or more provisions may be determined to be judicially
unenforceable, in whole or in part, the remaining provisions shall nevertheless
be binding and enforceable.

                  9.2 ASSIGNMENT. Neither this Agreement nor any of the rights
or obligations of Employee or the Company hereunder shall be assignable.

                  9.3 NOTICES. Any notice to be given to Employer under the
terms of this Agreement shall be addressed to Employer at the address of
Employer's principal place of business, and any notice to be given to Employee
shall be addressed to Employee at his home address last shown on the records of
Employer, or at such other address as either party may hereafter designate in
writing to the other. Any notice required or permitted under this Agreement
shall be in writing and shall be deemed effective: (i) upon receipt in the event
of delivery by hand, including delivery made by private delivery or overnight
mail service where either the recipient or delivery agent executes a written
receipt or confirmation of delivery; or (ii) 48 hours after deposited in the
United States mail, registered or certified mail, return receipt requested,
postage prepaid.

                  9.4 WAIVER. Either party's failure to enforce any provision or
provisions of this Agreement shall not in any way be construed as a waiver of
any such provision or provisions, or prevent that party thereafter from
enforcing each and every other provision of this Agreement.

                  9.5 ENTIRE AGREEMENT; AMENDMENTS. This Agreement supersedes
any and all other agreements, either oral or in writing, between the parties
hereto with respect to the employment of Employee by Employer and contains all
of the covenants and agreements between the parties with respect to the
employment of Employee by Employer. Each party to this Agreement acknowledges
that no representations, inducements, promises or agreements, orally or
otherwise, have been made by any party, or anyone acting on behalf of any party,
which are not embodied herein, and that no other agreement, statement or promise
not contained in this Agreement will be effective only if it is in writing
signed by the party to be charged.

                  9.6 TITLES AND HEADINGS. Titles and headings to sections of
this Agreement are for the purpose of reference only and shall in no way limit,
define or otherwise affect the interpretation or construction of such
provisions.

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                  9.7 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.

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

                                                     "EMPLOYER"

                                                     DOGWOOD TREE CAPITAL CORP.,
                                                     a Florida corporation

                                                     By: /S/
                                                        ------------------------


                                                     "EMPLOYEE"

                                                     /S/ David D'Arcangelo
                                                     ---------------------------
                                                     DAVID D'ARCANGELO

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