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                                                                    EXHIBIT 10.3

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is made as of April 4,
2000, by and between, EVENTURES GROUP, INC., a Delaware corporation, with its
principal office at 300 Crescent Court, Suite 800, Dallas, Texas 75201 (the
"COMPANY"), and THOMAS P. MCMILLIN residing at 6706 Stefani Drive, Dallas, Texas
75225 ("EXECUTIVE").

                                   WITNESSETH:

         WHEREAS, effective April 3, 2000 (the "COMMENCEMENT DATE"), the Company
desires to employ Executive as its Executive Vice President, and Executive
desires to accept such employment; and

         WHEREAS, the Company and Executive desire to enter into this Agreement
as to the terms of his employment by the Company.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the parties
agree as follows:

         1. Term of Employment. Except for earlier termination as provided in
Section 7 hereof, Executive's employment under this Agreement shall be for a
three (3) year term (the "EMPLOYMENT TERM") commencing on the Commencement Date
and ending on April 2, 2003 (the "EXPIRATION DATE").

         2. Position.

                  (a) Executive shall serve as the Executive Vice President of
         the Company (the "EXECUTIVE VICE PRESIDENT"), reporting directly to the
         Chief Executive Officer of the Company (the "CHIEF EXECUTIVE OFFICER").
         If requested by the Board of Directors of the Company (the "BOARD") or
         the Chief Executive Officer, Executive shall also serve on the Board
         and committees thereof, as an executive, officer and director of
         subsidiaries of the Company and/or as a director of associated
         companies of the Company without additional compensation and subject to
         any policy of the Compensation Committee of the Company's Board (the
         "COMPENSATION COMMITTEE") with regard to retention or turnover of the
         director's fees.

                  (b) Executive shall have such duties and authority, consistent
         with his position, as shall be assigned to him from time to time by the
         Chief Executive Officer.

                  (c) During the Employment Term, Executive shall devote
         substantially all of his business time and efforts to the performance
         of his duties hereunder. Nothing contained herein shall be construed to
         prohibit Executive from (i) owning less than ten percent (10%) of the
         outstanding securities of any publicly traded entity, (ii) pursuing any
         business opportunity that is not in Competition, as such term is
         defined in Section 10(b) below, with the Company or its subsidiaries or
         any portfolio company in which the Company or its subsidiaries hold
         securities (other than entities in which the Company or


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         its subsidiaries make a nominal investment) (provided the time devoted
         by Executive to such personal investment does not materially interfere
         with Executive's duties hereunder), (iii) continuing service as a
         consultant of Broadband NOW, in the same capacity and extent as
         Executive rendered such service immediately prior to the Commencement
         Date, (iv) continuing service on the boards of directors of the
         companies set forth on Exhibit "D" attached hereto or, with the written
         consent of the Board, on the board of directors of any other company
         that is not in Competition with the Company or its subsidiaries or any
         portfolio company in which the Company or its subsidiaries hold
         securities (other than entities in which the Company or its
         subsidiaries make a nominal investment), or (v) service on the boards
         of directors of a reasonable number of charitable organizations so long
         as such service is not inconsistent with his position and duties
         hereunder (such activities described in clause (i), (ii), (iii), (iv)
         or (v) immediately preceding being herein referred to as the "ALLOWED
         ACTIVITIES"). Executive shall be entitled to retain any consideration
         that he receives from service permitted by clauses (iii) and (iv) of
         the immediately preceding sentence on any board of directors of a
         corporation unrelated to the Company. For purposes of this Section 2(c)
         and Section 10(b) to the extent expressly applicable, a "nominal
         investment" of the Company or its subsidiaries will be determined in
         relation to the size of investments made from time to time by the
         Company or its subsidiaries in its portfolio companies (including,
         without limitation, investments made in exchange for cash, securities
         or services rendered).

         3. Base Salary. During the Employment Term, the Company shall pay
Executive a Base Salary at the annual rate of One Hundred Eighty Thousand
Dollars ($180,000). Base Salary shall be payable in accordance with the usual
payroll practices of the Company. Executive's Base Salary may be reviewed
annually by the Board or the Compensation Committee and may be increased, but
not decreased, from time to time by the Board or the Compensation Committee. The
Base Salary as determined as aforesaid, from time to time for the applicable
fiscal year shall constitute "BASE SALARY" for purposes of this Agreement.

         4. Incentive Compensation.

                  (a) Bonus. For each fiscal year or portion thereof during the
         Employment Term, Executive shall be entitled to participate in an
         incentive bonus plan established by the Company on such terms and
         conditions, and subject to such standards, as shall be determined from
         time to time in the sole discretion of the Board or the Compensation
         Committee. Such incentive bonus for any such fiscal year shall be
         payable in cash and shall not be greater than fifty percent (50%) of
         Executive's rate of Base Salary in effect for the fiscal year to which
         such incentive bonus relates. During the Employment Term, the Company
         shall maintain an incentive bonus plan providing a target bonus equal
         to not less than fifty percent (50%) of Executive's rate of Base Salary
         in effect for the fiscal year to which the bonus relates.

                  (b) Stock Options. The Company hereby grants to Executive
         stock options (the "STOCK OPTIONS") to purchase 1,360,000 shares of
         Common Stock of the Company. The Stock Options shall be granted
         pursuant to a stock option award agreement or agreements between
         Executive and the Company substantially in the form attached hereto as
         Exhibit "B" (the "STOCK OPTION GRANTS"). The exercise price for such
         Stock Options



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         shall be equal to $23.00 per share of Common Stock. Subject to the
         terms and provisions of the Stock Option Grants, the Stock Options
         shall become exercisable on the dates indicated below as to that number
         of shares of Common Stock of the Company as set forth below opposite
         each such date.

<TABLE>
<CAPTION>
                            Date              Number of Shares
                            ----              ----------------
<S>                                           <C>
                         July 2, 2000             340,000
                        April 2, 2001             340,000
                        April 2, 2002             340,000
                        April 2, 2003             340,000
</TABLE>

         The foregoing schedule to the contrary notwithstanding, the Stock
         Options shall become fully and immediately exercisable in the event the
         Employment Term terminates prior to the Expiration Date by reason of
         termination of the Executive's employment hereunder by Executive for
         Good Reason or by the Company without Cause (as such terms are
         hereinafter defined). The Stock Options shall in all events expire on
         the date ten years after the Commencement Date, if not terminated or
         canceled earlier. The Executive shall be permitted to transfer the
         Stock Options to the Executive's immediate family members and/or lineal
         descendents (or a trust or family limited partnership established
         solely for the benefit of any such immediate family member and/or
         lineal descendent). Notwithstanding anything in the Stock Option Grants
         to the contrary, to the extent any provisions contained therein are
         inconsistent with or differ from the explicit terms and conditions of
         this Agreement, the terms and conditions of this Agreement shall
         control. To the extent this Agreement does not specifically address an
         issue or term set forth in the Stock Option Grants, then the provisions
         and terms of the Stock Option Grants shall apply.

                  (c) Adjustments. As more fully specified in the Stock Option
         Grants, the number of shares covered by, and the option price per share
         of, the Stock Options will be subject to adjustment by the Company for
         any stock split, reclassification, combination or similar change in the
         Company's capital stock.

         5. Employee Benefits and Vacation.

                  (a) During the Employment Term, Executive shall be entitled to
         participate in all pension, profit sharing, long-term incentive
         compensation, retirement, savings, welfare and other employee benefit
         plans and arrangements and fringe benefits and perquisites generally
         maintained by the Company from time to time for the benefit of senior
         executive officers of the Company of a comparable level, in each case
         in accordance with their respective terms as in effect from time to
         time (other than any special arrangement entered into by contract with
         an executive or that applies on a grandfathered basis). Without
         limiting the foregoing, the Company shall pay all premiums for
         Executive and his dependent family members under health,
         hospitalization, disability, dental, life and other employee benefit
         plans that the Company may have in effect from time to time. Executive
         acknowledges that the Company does not currently provide a profit
         sharing plan, and has no current intention of providing profit sharing
         benefits to its employees.


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                  (b) During the Employment Term, Executive shall be entitled to
         at least three (3) weeks paid vacation each year in accordance with the
         Company's policies in effect from time to time. Executive shall also be
         entitled to such periods of sick leave as is customarily provided by
         the Company to its senior executive employees.

         6. Business Expenses. The Company shall reimburse Executive for the
reasonable travel, entertainment and other business expenses incurred by
Executive, subject to such pre-approval procedures as may be established from
time to time by the Board, in the performance of his duties hereunder, in
accordance with the Company's policies as in effect from time to time.

         7. Termination.

                  (a) The employment of Executive and the Employment Term shall
         terminate as provided in Section 1 hereof or, if earlier, upon the
         earliest to occur of any of the following events:

                           (i)      the death of Executive;

                           (ii)     the termination of Executive's employment by
                                    the Company due to Executive's Disability
                                    (as defined in Exhibit "A") pursuant to
                                    Section 7(b) hereof;

                           (iii)    the termination of Executive's employment by
                                    Executive for Good Reason (as defined in
                                    Exhibit "A") pursuant to Section 7(c)
                                    hereof,

                           (iv)     the termination of Executive's employment by
                                    the Company without Cause (as defined in
                                    Exhibit "A") pursuant to Section 7(e)
                                    hereof;

                           (v)      the termination of employment by Executive
                                    without Good Reason upon thirty (30) days
                                    prior written notice pursuant to Section
                                    7(f) hereof; or

                           (vi)     the termination of Executive's employment by
                                    the Company for Cause pursuant to Section
                                    7(d) hereof.

                  (b) Disability. If Executive is unable to perform his material
         duties hereunder due to a physical or mental condition and the Company
         desires to terminate Executive's employment for Disability (as defined
         in Exhibit "A"), the Company shall deliver to Executive a written
         Notice of Disability Termination (herein so called), effective upon the
         date (the "DISABILITY TERMINATION DATE") which is the later of (i) the
         date such condition becomes a Disability or (ii) thirty (30) days
         following the delivery of the Notice of Disability Termination;
         provided that the Disability Termination Date shall be suspended, and
         the Employment Term shall not terminate, so long as Executive returns
         to the full performance of his duties by and following such date.

                  (c) Termination for Good Reason. A Termination for Good Reason
         (herein so called) means a termination by Executive by written notice
         given within thirty (30) days


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         after Executive knows of the occurrence of the Good Reason event,
         unless such circumstances are corrected prior to the date of
         termination specified in the Notice of Termination for Good Reason and
         the Company informs Executive of such correction prior to such date. In
         such event, the Employment Term shall not terminate. A Notice of
         Termination for Good Reason shall mean a notice that shall indicate the
         specific Good Reason event in Section (d) of Exhibit "A" relied upon
         and shall set forth in reasonable detail the facts and circumstances
         claimed to provide a basis for Termination for Good Reason. The failure
         by Executive to set forth in the Notice of Termination for Good Reason
         any facts or circumstances which contribute to the showing of Good
         Reason shall not waive any right of Executive hereunder or preclude
         Executive from asserting such fact or circumstance in enforcing his
         rights hereunder. The Notice of Termination for Good Reason shall
         provide for a date of termination not less than thirty (30) nor more
         than sixty (60) days after the date such Notice of Termination for Good
         Reason is given.

                  (d) Cause. Subject to the notification provisions of this
         Section 7(d), Executive's employment hereunder may be terminated by the
         Company for Cause. A Notice of Termination for Cause (herein so called)
         shall mean a notice that shall indicate the specific termination
         provision in Section (a) of Exhibit "A" relied upon and shall set forth
         in reasonable detail the facts and circumstances which provide for a
         basis for Termination for Cause. The effective date of termination for
         a Termination for Cause shall be the date indicated in the Notice of
         Termination. Any purported Termination for Cause which is held by a
         court by a non-appealable final judgment not to have been based on the
         grounds set forth in this Agreement or not to have followed the
         procedures set forth in this Agreement shall be deemed a termination by
         the Company without Cause.

                  (e) Termination without Cause. The Company may terminate its
         employment of Executive for reasons other than Cause at any time upon
         thirty (30) days prior written notice.

                  (f) Voluntary Resignation. Executive may terminate his
         employment with the Company at any time upon thirty (30) days prior
         written notice.

         8. Consequences of Termination of Employment. Executive shall be
entitled to the following compensation from the Company (in lieu of all other
sums owed or payable to Executive) upon the termination of employment as
described below:

                  (a) Death, Disability, Voluntary Resignation without Good
         Reason or by the Company with Cause. If Executive's employment and the
         Employment Term are terminated (1) by reason of Executive's death or
         Disability, (2) by Executive without Good Reason or (3) by the Company
         for Cause, the employment period under this Agreement shall terminate
         without further obligations to Executive or Executive's legal
         representatives under this Agreement except for: (i) any Base Salary
         earned but unpaid, any accrued but unused vacation pay payable pursuant
         to the Company's policies and any unreimbursed business expenses
         payable pursuant to Section 6 (which amounts, in the case of the death
         of Executive, shall be promptly paid in a lump sum to Executive's
         estate), (ii) any other amounts or benefits earned, accrued and owing
         to Executive under the then applicable employee benefit plans, long
         term incentive plans or equity plans and


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         programs of the Company, including, without limitation, any earned but
         unpaid incentive bonus for any prior completed fiscal year, and (iii)
         except in the case of a termination by the Company for Cause or by
         Executive without Good Reason, a pro-rata portion (based on the number
         of days Executive is employed by the Company during the fiscal year of
         such termination) of Executive's incentive bonus earned for the fiscal
         year in which termination occurs, which, in any case, shall be paid in
         accordance with the applicable plans, programs and agreements, and any
         unpaid reimbursable business expenses (such amounts referred to in
         clauses (i) and (ii), collectively, the "ACCRUED AMOUNTS").

                  (b) Termination by Executive for Good Reason or Termination by
         Company without Cause. If Executive's employment and the Employment
         Term are terminated (i) by Executive for Good Reason, or (ii) by the
         Company without Cause (and other than for Disability or as a result of
         expiration of the Employment Term), Executive shall be entitled to
         receive the Accrued Amounts and shall, subject to Sections 9(b), 9(c)
         and 10 hereof, be entitled to receive equal monthly payments of an
         amount equal to his monthly rate of Base Salary in effect at the time
         of such termination plus his incentive bonus paid for the most recently
         ended fiscal year (provided, however, if Executive was employed
         hereunder for only a portion of such prior fiscal year, such bonus
         shall be annualized for purposes of this calculation, and, if no bonus
         was paid for such prior fiscal year, the current fiscal year's bonus,
         at 100 percent of target, shall be deemed to be the incentive bonus
         paid for the most recently ended fiscal year for purposes of this
         calculation) divided by twelve (12) for a period equal to the greater
         of (x) twelve (12) months or (y) the remaining period of time from the
         date of such termination through the Expiration Date. Notwithstanding
         the immediately preceding sentence to the contrary, (1) if Executive's
         employment is terminated by the Company without Cause (and other than
         for Disability or as a result of expiration of the Employment Term), or
         if Executive terminates his employment for Good Reason, other than Good
         Reason as defined in clause (i)(b) or clause (iv) of Section (d) of
         Exhibit "A", the Severance Payments shall be paid to Executive in a
         lump-sum following such termination, and (2) if Executive terminates
         his employment for Good Reason as defined in clause (i)(b) or clause
         (iv) of Section (d) of Exhibit "A", he shall, following the date which
         is six (6) months following the date of such termination, upon his
         request, receive payment in a lump-sum of the Severance Payments
         remaining unpaid on such date.

                  (c) Termination Upon Expiration of Employment Term. If
         Executive's employment with the Company terminates on the Expiration
         Date by reason of expiration of the Employment Term, Executive shall be
         entitled to receive the Accrued Amounts and shall, subject to Sections
         9(b), 9(c) and 10 hereof, be entitled to receive equal monthly payments
         of an amount equal to his monthly rate of Base Salary in effect
         immediately prior to the Expiration Date plus his incentive bonus paid
         for the most recently ended fiscal year divided by twelve (12) for a
         period of twelve (12) months.

         9. No Mitigation; No Set-Off.

                  (a) In the event of any termination of employment under
         Section 8, Executive shall be under no obligation to seek other
         employment and there shall be no offset against any amounts due
         Executive under this Agreement on account of any remuneration




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         attributable to any subsequent employment that Executive may obtain.
         Any amounts due under Section 8 are in the nature of severance payments
         and are not in the nature of a penalty. Such amounts are inclusive, and
         in lieu of any amounts payable under any other salary continuation or
         cash severance arrangement of the Company and to the extent paid or
         provided under any other such arrangement shall be offset from the
         amount due hereunder.

                  (b)(i) Executive agrees that, as a condition to receiving the
         payments and benefits provided under Section 8(b) or (c) hereunder he
         will execute, deliver and not revoke (within the time period permitted
         by applicable law) a release of all claims of any kind whatsoever
         against the Company, its affiliates, officers, directors, employees,
         agents and shareholders in the then standard form being used by the
         Company for senior executives (but without release of the right of
         indemnification hereunder or under the Company's By-laws or rights
         under benefit or equity plans that by their terms are intended to
         survive termination of his employment or claims that the Company
         fulfill its obligations under this Agreement).

                           (ii) The Company agrees that, as a condition to
                  Executive's agreements under Section 10 hereof, the Company
                  will execute and deliver a release of all claims of any kind
                  whatsoever against Executive (but without release of claims
                  that Executive fulfill his obligations under this Agreement).
                  The Company's release under this paragraph (b)(ii) of this
                  Section 9 shall be executed and delivered simultaneously with
                  the execution and delivery of Executive's release under
                  paragraph (b)(i) of this Section 9. The releases referred to
                  in this paragraph (b) of this Section 9 shall apply to all
                  claims described in this paragraph existing from the beginning
                  of time through the date of each party's execution of his or
                  its release.

                  (c) Upon any termination of employment, Executive hereby
         resigns as an officer and director of the Company, any subsidiary and
         any affiliate and as a fiduciary of any benefit plan of any of the
         foregoing. Executive shall promptly execute any further documentation
         thereof as requested by the Company and, if Executive is to receive any
         payments from the Company, execution of such further documentation
         shall be a condition thereof.

         10. Confidential Information, Non-Competition and Non-Solicitation of
the Company.

                  (a)(i) Executive acknowledges that as a result of his
         employment by the Company, Executive will obtain secret and
         confidential information as to the Company and its affiliates and
         create relationships with customers, suppliers and other persons
         dealing with the Company and its affiliates and the Company and its
         affiliates will suffer irreparable damage, which would be difficult to
         ascertain, if Executive should use such confidential information or
         take advantage of such relationships and that because of the nature of
         the information that will be known to or obtained by Executive and the
         relationships created it is necessary for the Company and its
         affiliates to be protected by


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         the prohibition against Competition as set forth herein, as well as the
         confidentiality restrictions set forth herein.

                           (ii) Executive acknowledges (A) that the retention of
                  nonclerical employees, employed by the Company and its
                  affiliates in which the Company and its affiliates have
                  invested training and depends on for the operation of their
                  businesses, is important to the businesses of the Company and
                  its affiliates, and (B) that Executive will obtain unique
                  information as to such employees as an executive of the
                  Company and will develop a unique relationship with such
                  persons as a result of being an executive of the Company.
                  Therefore, it is necessary for the Company and its affiliates
                  to be protected from Executive's Solicitation (defined below)
                  of such employees as set forth below.

                           (iii) Executive acknowledges that the provisions of
                  this Agreement are reasonable and necessary for the protection
                  of the businesses of the Company and its affiliates and that
                  part of the compensation paid under this Agreement and the
                  agreement to pay severance in certain instances is in
                  consideration for the agreements in this Section 10.

                  (b) COMPETITION shall mean: participating, directly or
         indirectly, as an individual proprietor, partner, stockholder, officer,
         employee, director, joint venturer, investor, lender with equity
         participation, consultant or in any capacity whatsoever (within the
         United States of America, or in any country where the Company or its
         affiliates do business) in a Competing Business; provided, however,
         that such participation shall not include (i) the ownership of not more
         than ten percent (10%) of the total outstanding stock of a publicly
         held company; (ii) following a termination of Executive's employment
         hereunder, the ownership of not more than five percent (5%) of the
         total outstanding stock of a private company if Executive is neither a
         member of, or represented on, the board of directors of such private
         company and does not have an executive officer role in such private
         company; (iii) the Allowed Activities; or (iv) any activity engaged in
         with the prior written approval of the Board. As used herein,
         "Competing Business" means any business that the Company and/or its
         subsidiaries and/or any entity in which the Company and/or its
         subsidiaries holds securities (other than entities in which the Company
         or its subsidiaries make a "nominal investment" (determined as
         described in Section 2(c) hereof)) are engaged in (I) from time to time
         (while Executive is employed by the Company) or (II) at the time of
         termination (upon termination of Executive's employment) (consisting
         principally of the services described in the Company's Registration
         Statement on Form 10 under the Securities Exchange Act of 1934, as
         amended, and any amendments thereof). For purposes of the immediately
         preceding sentence, but solely following a termination of Executive's
         employment hereunder, the Company and its subsidiaries shall be deemed
         to have made a "nominal investment" in an entity if, at the time of
         such termination of employment, the Company and its subsidiaries own or
         control less than ten percent (10%) of the outstanding equity
         interests, on a fully diluted basis, of such entity. The Company shall
         furnish Executive with a list of all Competing Businesses on or
         promptly following termination of his employment hereunder.


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                  (c) SOLICITATION shall mean: recruiting, soliciting or
         inducing, of any nonclerical employee or employees of the Company or
         its affiliates to terminate their employment with the Company or its
         affiliates or hiring or assisting another person or entity to hire any
         nonclerical employee of the Company or its affiliates or any person who
         within twelve (12) months before had been a nonclerical employee of the
         Company or its affiliates and were recruited or solicited for such
         employment or other retention while an employee of the Company,
         provided, however, that solicitation shall not include any of the
         foregoing activities engaged in with the prior written approval of the
         Board.

                  (d) If any restriction set forth with regard to Competition or
         Solicitation is found by any court of competent jurisdiction, or in
         arbitration, to be unenforceable because it extends for too long a
         period of time or over too great a range of activities or in too broad
         a geographic area, it shall be interpreted to extend over the maximum
         period of time, range of activities or geographic area as to which it
         may be enforceable. In the event that the agreements in this Section 10
         shall be determined by any court of competent jurisdiction to be
         unenforceable by reason of their extending for too great a period of
         time or over too great a geographical area or by reason of their being
         too extensive in any other respect, they shall be interpreted to extend
         only over the maximum period of time for which they may be enforceable
         and/or over the maximum geographical area as to which they may be
         enforceable and/or to the maximum extent in all other respects as to
         which they may be enforceable, all as determined by such court in such
         action.

                  (e) During the Employment Term and for two (2) years following
         a termination of Executive's employment for any reason whatsoever,
         whether by the Company or by Executive and whether or not for Cause,
         Good Reason or non-extension of the Employment Term, Executive shall
         hold in a fiduciary capacity for the benefit of the Company and its
         affiliates all secret or confidential information, knowledge or data
         relating to the Company and its affiliates, and their respective
         businesses, including any confidential information as to customers of
         the Company and its affiliates, (i) obtained by Executive during his
         employment by the Company and its affiliates and (ii) not otherwise
         public knowledge or known within the applicable industry. Executive
         shall not, without prior written consent of the Company, unless
         compelled pursuant to the order of a court or other governmental or
         legal body having jurisdiction over such matter, communicate or divulge
         any such information, knowledge or data to anyone other than the
         Company and those designated by it. In the event Executive is compelled
         by order of a court or other governmental or legal body to communicate
         or divulge any such information, knowledge or data to anyone other than
         the foregoing, he shall promptly notify the Company of any such order
         and he shall cooperate fully with the Company in protecting such
         information (at the Company's expense) to the extent possible under
         applicable law.

                  (f) Upon termination of his employment with the Company and
         its affiliates, or at any time as the Company may request, Executive
         will promptly deliver to the Company, as requested, all documents
         (whether prepared by the Company, an affiliate, Executive or a third
         party) relating to the Company, an affiliate or any of their businesses
         or property which he may possess or have under his direction or control
         other than documents provided to Executive in his capacity as a
         participant in any employee benefit


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         plan, policy or program of the Company or any agreement by and between
         Executive and the Company with regard to Executive's employment or
         severance.

                  (g) During the Employment Term and for two (2) years following
         a termination of Executive's employment for any reason whatsoever,
         whether by the Company or by Executive and whether or not for Cause,
         Good Reason or non-extension of the Employment Term, Executive will not
         engage in Solicitation.

                  (h) During the Employment Term and for the Restricted Period
         (as hereinafter defined) following a termination of Executive's
         employment, Executive will not enter into Competition with the Company.
         The Restricted Period shall be (i) for a termination for Cause, twelve
         (12) months following the date of termination, (ii) for termination
         without Cause by the Company, or by Executive for Good Reason, as
         defined in clause (i)(b) or clause (iv) of Section (d) of Exhibit "A",
         the period in which the Company is making payments to Executive as
         specified in Section 8(b) above, (iii) for a termination as a result of
         the voluntary resignation of Executive without Good Reason, twelve (12)
         months from the date of termination; and (iv) termination as a result
         of expiration or non-renewal of this Agreement, after the Company has
         made a good faith offer for continued employment, nine (9) months
         following the date of termination. For avoidance of doubt, there shall
         be no Restricted Period following termination of Executive's employment
         without Cause by the Company (and other than for Disability or as a
         result of expiration of the Employment Term) or for Good Reason by
         Executive (other than as defined in clause (i)(b) or clause (iv) of
         Section (d) of Exhibit "A"), or if the Employment Term expires and the
         Company fails to make a good faith offer for continued employment.

                  (i) In the event of a breach or potential breach of this
         Section 10, Executive acknowledges that the Company and its affiliates
         will be caused irreparable injury and that money damages may not be an
         adequate remedy and agree that the Company and its affiliates shall be
         entitled to injunctive relief (in addition to its other remedies at
         law) to have the provisions of this Section 10 enforced. It is hereby
         acknowledged that the provisions of this Section 10 are for the benefit
         of the Company and all of the affiliates of the Company and each such
         entity may enforce the provisions of this Section 10 and only the
         applicable entity can waive the rights hereunder with respect to its
         confidential information and employees.

                  (j) Furthermore, in addition to and not in limitation of any
         other remedies provided herein or at law or in equity, in the event of
         breach of this Section 10 by Executive, while he is receiving amounts
         under Section 8(b) or (c) hereof, Executive shall not be entitled to
         receive any future amounts pursuant to Section 8(b) or (c) hereof after
         the earlier to occur of (i) ninety (90) days following the Company's
         notification of Executive of its good faith determination of such
         breach, specifying in reasonable detail the grounds for such
         determination, and (ii) a final determination by an arbitrator or court
         of competent jurisdiction of such breach, and, upon such final
         determination, which is not appealable, he shall reimburse the Company
         for any amounts previously paid to Executive pursuant to Section 8(b)
         or (c) hereof.


                                       10
<PAGE>   11


         11. Indemnification. The Company shall indemnify and hold harmless
Executive to the extent provided in the Certificate of Incorporation, the
By-Laws of the Company and the Delaware General Corporation Law as amended and
as applicable, for any action or inaction of Executive while serving as an
officer and director of the Company or, at the Company's request, as an officer
or director of any subsidiary or affiliate of the Company or as a fiduciary of
any benefit plan. The Company shall cover Executive under directors and officers
liability insurance both during and, while potential liability exists, after the
Employment Term in the same amount and to the same extent as the Company covers
its other officers and directors.

         12. Intellectual Property.

                  (a) Executive shall disclose promptly to the Company
         copyrights, trade secrets, proprietary information, patents, unpatented
         inventions, trademarks, service marks, processes, techniques, methods,
         know-how, flow charts, diagrams, computer programs and/or databases,
         and any and all significant conceptions and ideas for inventions,
         improvements and valuable discoveries, whether patentable or not (all
         of the foregoing, collectively, "INTELLECTUAL PROPERTY"), which are
         conceived, created, developed or made by Executive, solely or jointly
         with another, during the period of employment or within one (1) year
         thereafter, and which are substantially related to the business or
         activities of the Company or its subsidiaries which Executive
         conceived, created, developed or made as a result of his employment by
         the Company or any of its subsidiaries. Executive hereby assigns and
         agrees to assign all of his right, title and interest throughout the
         world in any Intellectual Property to the Company or its nominee.
         Whenever requested to do so by the Company, Executive shall execute any
         and all applications, assignments or other instruments that the Company
         shall deem necessary to apply for and obtain registrations of
         copyrights or marks, or Letters Patent of the United States or any
         foreign country or to otherwise protect the Company's interest in
         Intellectual Property.

                  (b) Executive agrees that he will not, during or after the
         Employment Term, disclose the specific terms of the Company's
         relationships or agreements with its significant vendors or customers
         or any other significant material trade secrets of the Company, whether
         in existence or proposed (other than any of the foregoing that becomes
         public knowledge other than through disclosure by Executive), to any
         person, firm, partnership, corporation or business for any reason or
         purpose whatsoever, except as is disclosed in the ordinary course of
         business, unless compelled by a court order upon advice of counsel.

         13. Legal and Other Fees and Expenses. In the event that a claim for
payment or benefits under this Agreement is disputed, the Company shall pay all
reasonable attorney, accountant and other professional fees and reasonable
expenses incurred in such dispute unless the finder of fact determines that the
Company is the prevailing party in such dispute.

         14. Certain Additional Payments. Executive shall be grossed up for any
excise tax payable under Section 4999 of the Internal Revenue Code of 1986, as
amended (the "Code"), in accordance with Exhibit C attached hereto.


                                       11
<PAGE>   12


         15. Resolution of Disputes. The parties shall use their best efforts
and good will to settle all disputes by amicable negotiations. The Company and
Executive agree, for purposes of the resolution of any disputes under this
Agreement, that such disputes shall be settled by arbitration in Dallas, Texas,
or such other place agreed to by the parties, in accordance with the rules and
procedures of the American Arbitration Association, as follows:

                  (a) Any such arbitration shall be heard before a panel
         consisting of one to three arbitrators, each of whom shall be
         impartial. All arbitrators shall be appointed in the first instance by
         agreement between the parties hereto. If the parties cannot agree upon
         a single arbitrator, each of the Company and the Executive shall be
         entitled to appoint one arbitrator. These two appointed arbitrators
         shall then appoint a third arbitrator by their mutual agreement.

                  (b) An arbitration may be commenced by either party to this
         Agreement by the service of a written request for arbitration upon the
         other affected party. Such request for arbitration shall summarize the
         controversy or claim to be arbitrated. If the panel of arbitrators is
         not appointed within thirty (30) days following such service, either
         party may apply to any court within the State of Texas for an order
         appointing arbitrators qualified as set forth below. No request for
         arbitration shall be valid if it relates to a claim, dispute,
         disagreement or controversy that would have been time barred under the
         applicable statute of limitations had such claim, dispute, disagreement
         or controversy been submitted to the courts of the State of Texas.

                  (c) The parties hereby expressly waive punitive damages, and
         under no circumstances shall an award contain any amount that in any
         way reflects punitive damages.

                  (d) Judgment on the award rendered by the arbitrators may be
         entered in any court having jurisdiction thereof.

         16. Miscellaneous.

                  (a) Governing Law. This Agreement shall be governed by and
         construed in accordance with the laws of the State of Texas without
         reference to principles of conflict of laws.

                  (b) Entire Agreement/Amendments. This Agreement and the
         instruments contemplated herein, contain the entire understanding of
         the parties with respect to the employment of Executive by the Company
         from and after the Commencement Date and supersedes any prior
         agreements between the Company and Executive with respect thereto.
         There are no restrictions, agreements, promises, warranties, covenants
         or undertakings between the parties with respect to the subject matter
         herein other than those expressly set forth herein and therein. This
         Agreement may not be altered, modified, or amended except by written
         instrument signed by the parties hereto.

                  (c) Construction and Severability. If any provision of this
         Agreement shall be held invalid, illegal or unenforceable in any
         jurisdiction, the validity, legality and


                                       12
<PAGE>   13

         enforceability of the remaining provisions contained herein shall not
         in any way be affected or impaired, and the parties undertake to
         implement all efforts which are necessary, desirable and sufficient to
         amend, supplement or substitute all and any such invalid, illegal or
         unenforceable provisions with enforceable and valid provisions which
         would produce as nearly as may be possible the result previously
         intended by the parties without renegotiation of any material terms and
         conditions stipulated herein.

                  (d) No Waiver. Any failure of a party to insist upon strict
         adherence to any term of this Agreement on any occasion shall not be
         considered a waiver of such party's rights or deprive such party of the
         right thereafter to insist upon strict adherence to that term or any
         other term of this Agreement. Any such waiver must be in writing and
         signed by Executive or an authorized officer of the Company, as the
         case may be.

                  (e) Assignment. This Agreement shall not be assignable by
         Executive. This Agreement shall be assignable by the Company only to an
         entity which is owned, directly or indirectly, in whole or in part by
         the Company or by any successor to the Company or an acquirer of all or
         substantially all of the assets of the Company or all or substantially
         all of the assets of a group of subsidiaries and divisions of the
         Company, provided such entity or acquirer promptly assumes all of the
         obligations hereunder of the Company in a writing delivered to
         Executive and otherwise complies with the provisions hereof with regard
         to such assumption. Upon such assignment and assumption, all references
         to the Company herein shall be to such assignee.

                  (f) Successors; Binding Agreement; Third Party Beneficiaries.
         This Agreement shall inure to the beneficiaries and permitted assignees
         of the parties hereto. In the event of Executive's death while
         receiving amounts payable pursuant to Section 8(b) hereof, any
         remaining amounts shall be paid to Executive's estate.

                  (g) Communications. For the purpose of this Agreement, notices
         and all other communications provided for in this Agreement shall be in
         writing and shall be deemed to have been duly given (i) when faxed or
         delivered, or (ii) two (2) business days after being mailed by United
         States registered or certified mail, return receipt requested, postage
         prepaid, addressed to the respective addresses set forth on the initial
         page of this Agreement, provided that all notices to the Company shall
         be directed to the attention of the General Counsel and Secretary of
         the Company, or to such other address as any party may have furnished
         to the other in writing in accordance herewith. Notice of change of
         address shall be effective only upon receipt.

                  (h) Withholding Taxes. The Company may withhold from any and
         all amounts payable under this Agreement such Federal, state and local
         taxes as may be required to be withheld pursuant to any applicable law
         or regulation.

                  (i) Survivorship. The respective rights and obligations of the
         parties hereunder, including without limitation Section 10 and Section
         11 hereof, shall survive any termination of Executive's employment to
         the extent necessary to the agreed preservation of such rights and
         obligations.


                                       13
<PAGE>   14


                  (j) Counterparts. This Agreement may be signed in
         counterparts, each of which shall be an original, with the same effect
         as if the signatures thereto and hereto were upon the same instrument.

                  (k) Headings. The headings of the sections contained in this
         Agreement are for convenience only and shall not be deemed to control
         or affect the meaning or construction of any provision of this
         Agreement.

                  (l) Executive's Representation. Executive represents and
         warrants to the Company that there is no legal impediment to him
         entering into this Agreement, and entering into this Agreement will not
         violate any agreement to which he is a party or any other legal
         restrictions, and he has provided to the Company true and complete
         copies of any agreements or covenants to which he is a party that could
         restrict or adversely affect his performance under this Agreement.
         Executive further represents and warrants that in performing his duties
         hereunder he will not wrongfully use or disclose any confidential
         information of any prior employer or other person or entity.


                                       14
<PAGE>   15


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


                                 COMPANY:

                                 eVENTURES GROUP, INC.,
                                 a Delaware corporation


                                 By:       /s/ Clark K. Hunt
                                         ---------------------------------------
                                 Name:         Clark K. Hunt
                                         ---------------------------------------
                                 Title:  Chairman of the Compensation Committee
                                         ---------------------------------------

                                 EXECUTIVE:

                                     /s/ Thomas P. McMillin
                                 -----------------------------------------------
                                 THOMAS P. MCMILLIN


                                       15
<PAGE>   16

                                   EXHIBIT "A"
                                     TO THE
                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                              EVENTURES GROUP, INC.
                                       AND
                               THOMAS P. MCMILLIN

                                   DEFINITIONS

         (a) Cause. For purposes of this Agreement, the term "CAUSE" shall be
limited to the following:

                  (i)      Executive's willful misconduct with regard to the
                           Company or its affiliates or their business, assets
                           or employees (including, without limitation,
                           Executive's fraud or embezzlement), or Executive's
                           willful misconduct other than the foregoing, which in
                           any case has a material adverse impact on the Company
                           or its affiliates, whether economic, or
                           reputationwise or otherwise, each as determined by
                           the Board, and which is not fully rectified or cured,
                           if susceptible to rectification or cure, within
                           thirty (30) days after written notice is given to
                           Executive; provided, however, that this clause (i)
                           shall not include an action or omission of Executive
                           done or omitted to be done in his good faith exercise
                           of business judgment or in good faith reliance on
                           advice of legal counsel to the Company;

                  (ii)     Executive's conviction of, or pleading nolo
                           contendere to, a felony or other crime involving
                           fraud or dishonesty;

                  (iii)    Executive's refusal or willful failure to follow the
                           lawful written direction of the Board, the Chief
                           Executive Officer or his designee which is not
                           remedied within ten (10) business days after receipt
                           by Executive of a written notice specifying the
                           details thereto;

                  (iv)     Executive's breach of Section 10 or Section 12
                           hereof, which has a material adverse economic impact
                           on the Company or its affiliates, as determined by
                           the Board; or

                  (v)      the representations or warranties in Section 16(l)
                           hereof prove false, which has a material adverse
                           economic impact on the Company or its affiliates, as
                           determined by the Board.

         (b) Change in Control. For purposes of this Agreement, the term "CHANGE
IN CONTROL" shall mean the occurrence of any of the following:


                                       1
<PAGE>   17
                  (i)      any "person" as such term is used in Sections 13(d)
                           and 14(d) of the Securities Exchange Act of 1934
                           ("Act") (other than (a) Permitted Assignees, (b) the
                           Company, (c) any trustee or other fiduciary holding
                           securities under any employee benefit plan of the
                           Company, or (d) any company owned, directly or
                           indirectly, by the stockholders of the Company in
                           substantially the same proportions as their ownership
                           of Common Stock of the Company) is or becomes the
                           "beneficial owner" (as defined in Rule 13d-3 under
                           the Act), directly or indirectly, of securities of
                           the Company representing fifty percent (50%) or more
                           of the combined voting power of the Company's then
                           outstanding securities. Permitted Assignees shall
                           mean the holders of the equity securities (whether or
                           not voting) of any shareholder of the Company owning
                           more than fifteen percent (15%) of the Company on the
                           date after the date of execution of this Agreement,
                           so long as the voting power and disposition authority
                           with respect to the securities of such holders is
                           held directly or indirectly by any two or three of
                           the following individuals: Barrett N. Wissman, Clark
                           K. Hunt or James R. Holland;

                  (ii)     during any period of two (2) consecutive years,
                           individuals who at the beginning of such period
                           constitute the Board, and any new director (other
                           than a director designated by a person who has
                           entered into an agreement with the Company to effect
                           a transaction described in clause (i), (iii), or (iv)
                           of this paragraph) whose election by the Board or
                           nomination for election by the Company's stockholders
                           was approved by a vote of at least two-thirds of the
                           directors then still in office who either were
                           directors at the beginning of the two-year period or
                           whose election or nomination for election was
                           previously so approved, cease for any reason to
                           constitute at least a majority of the Board;

                  (iii)    a merger or consolidation of the Company with any
                           other corporation, other than a merger or
                           consolidation which would result in the voting
                           securities of the Company outstanding immediately
                           prior thereto continuing to represent (either by
                           remaining outstanding or by being converted into
                           voting securities of the surviving entity) more than
                           fifty percent (50%) of the combined voting power of
                           the voting securities of the Company or such
                           surviving entity outstanding immediately after such
                           merger or consolidation; or

                  (iv)     the stockholders of the Company approve a plan of
                           complete liquidation of the Company or the sale or
                           disposition by the Company of assets where the
                           proceeds thereof are not retained by


                                       2
<PAGE>   18

                           the Company, in a single transaction or a series of
                           related transactions, that result in a 66-2/3 percent
                           or greater decline in the enterprise value of the
                           Company, valued based on the weighted average fair
                           market value of any outstanding class of stock of the
                           Company plus the book value of the outstanding
                           indebtedness of the Company.

         (c) Disability. For purposes of this Agreement, "DISABILITY" shall mean
if Executive is unable to perform his material duties pursuant to this
Agreement, as determined by the Board, because of mental or physical incapacity,
including, without limitation, alcoholism or drug abuse, which requires a leave
of absence in excess of ninety (90) consecutive days in any twelve (12) month
period.

         (d) Good Reason. For purposes of this Agreement, "GOOD REASON" shall
mean the occurrence, without Executive's express written consent, in the case of
(i), (ii), (iii) or (iv), of any of the following circumstances:

                  (i)      (a) any material demotion of Executive from his
                           position as Executive Vice President or (b) any
                           assignment of duties to Executive materially and
                           adversely inconsistent with Executive's position as
                           Executive Vice President (except in connection with
                           the termination of Executive's employment for Cause
                           or due to Disability or as a result of Executive's
                           death, or temporarily as a result of Executive's
                           illness or other absence);

                  (ii)     a failure by the Company to pay to Executive any
                           amounts due under this Agreement in accordance with
                           the terms hereof, which failure is not cured within
                           fifteen (15) days following receipt by the Company of
                           written notice from Executive of such failure;

                  (iii)    the termination of Jeffrey A. Marcus' ("Marcus")
                           employment with the Company under any circumstances
                           other than death, "Disability," termination by the
                           Company with "Cause," or termination by Marcus
                           without "Good Reason," as each such term is defined
                           in that certain Employment Agreement made as of April
                           3, 2000, by and between the Company and Marcus;

                  (iv)     any other material breach by the Company of this
                           Agreement that remains uncured for fifteen (15) days
                           after written notice thereof by Executive to the
                           Company;

                  (v)      a Change in Control; or

                  (vi)     the Board requires Executive to relocate to an area
                           other than the Dallas, Texas greater metropolitan
                           area; or if the Company's


                                       3
<PAGE>   19


                           corporate headquarters are located in an area other
                           than the Dallas, Texas greater metropolitan area, to
                           an area more than fifty (50) miles from the Company's
                           corporate headquarters, and Executive declines to so
                           relocate.


                                       4
<PAGE>   20



                                   EXHIBIT "B"
                                     TO THE
                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                              EVENTURES GROUP, INC.
                                       AND
                               THOMAS P. MCMILLIN

                               STOCK OPTION GRANTS


                                       5
<PAGE>   21



                                   EXHIBIT "C"
                                     TO THE
                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                              EVENTURES GROUP, INC.
                                       AND
                               THOMAS P. MCMILLIN

                                GROSS-UP PAYMENT

As provided in Section 14 of the Employment Agreement of which this Exhibit C is
a part:

                  (a) In the event that Executive shall become entitled to
payments and/or benefits provided by this Agreement or any other amounts in the
"nature of compensation" (whether pursuant to the terms of this Agreement or any
other plan, arrangement or agreement with the Company, any person whose actions
result in a change of ownership or effective control covered by Section
280G(b)(2) of the Code or any person affiliated with the Company or such person)
as a result of such change in ownership or effective control (collectively the
"Company Payments"), and such Company Payments will be subject to the tax (the
"Excise Tax") imposed by Section 4999 of the Code, the Company shall pay to
Executive, subject to required withholding, at the time specified in subsection
(d) below an additional amount (the "Gross-up Payment") such that the net amount
retained by Executive, after deduction of any Excise Tax on the Company Payments
and on the Gross-Up Payment provided for under this paragraph (a) and any U.S.
federal, state, and local income or payroll tax upon the Gross-up Payment
provided for by this paragraph (a), but before deduction for any U.S. federal,
state, and local income or payroll tax on the Company Payments, shall be equal
to the Company Payments.

                  (b) In the event that the Excise Tax is subsequently
determined by the Company to be less than the amount taken into account
hereunder at the time the Gross-up Payment is made, Executive shall repay to the
Company, at the time that the amount of such reduction in Excise Tax is finally
determined, the portion of the prior Gross-up Payment attributable to such
reduction (plus the portion of the Gross-up Payment attributable to the Excise
Tax and U.S. federal, state and local income tax imposed on the portion of the
Gross-up Payment being repaid by Executive), plus interest on the amount of such
repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the
event that the Excise Tax is later determined by the Company or the Internal
Revenue Service to exceed the amount taken into account hereunder at the time
the Gross-up Payment is made (including by reason of any payment the existence
or amount of which cannot be determined at the time of the Gross-up Payment),
the Company shall make an additional Gross-up Payment in respect of such excess
(plus any interest or penalties payable with respect to such excess) at the time
that the amount of such excess is finally determined.

                  (c) The Gross-up Payment or portion thereof provided for in
subsection (c) above shall be paid not later than the thirtieth (30th) day
following delivery by Executive to the Company of notice that an event that
subjects Executive to the Excise Tax has occurred; provided, however, that if
the amount of such Gross-up Payment or portion thereof cannot be


                                       6
<PAGE>   22


finally determined on or before such day, the Company shall pay to Executive on
such day an estimate, as determined in good faith by the Company, of the minimum
amount of such payments and shall pay the remainder of such payments (together
with interest at the rate provided in Section 1274(b)(2)(B) of the Code)
promptly following such time as the amount thereof has been determined. In the
event that the amount of the estimated payments exceeds the amount subsequently
determined to have been due, such excess shall constitute a loan by the Company
to Executive, payable on the fifth day after demand by the Company (together
with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

                  (d) In the event of any controversy with the Internal Revenue
Service (or other taxing authority) with regard to the Excise Tax, Executive
shall permit the Company to control issues related to the Excise Tax, but
Executive shall control any other issues. In the event of any conference with
any taxing authority as to the Excise Tax or associated income taxes, Executive
shall permit the representative of the Company to accompany Executive, and
Executive and Executive's representative shall cooperate with the Company and
its representative.

                  (e) The Company and Executive shall promptly deliver to each
other copies of any written communications, and summaries of any verbal
communications, with any taxing authority regarding the Excise Tax covered by
this Exhibit C.

                                       7