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                                                                    EXHIBIT 10.1


                              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 JEFFREY A. MARCUS residing at 6801 Turtle Creek Blvd., Dallas,
Texas 75205 ("EXECUTIVE").

                                   WITNESSETH:

     WHEREAS, effective April 3, 2000 (the "COMMENCEMENT DATE"), the Company
desires to employ Executive as its Chairman and Chief Executive Officer, 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 Chairman of the Board and Chief
     Executive Officer of the Company (the "CHIEF EXECUTIVE OFFICER"), reporting
     directly to the Board of Directors of the Company (the "BOARD"). During the
     Employment Term, the Company shall use its reasonable best efforts to
     nominate Executive to serve as Chairman of the Board and upon such
     nomination, Executive shall agree to so serve. If requested by the Board,
     Executive shall also serve on committees of the Board, subject to
     Executive's consent (which consent shall not be unreasonably withheld),
     and/or as an executive, officer and director of subsidiaries 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 Board.
     Executive shall be responsible for, and have control over, the operations
     of the Company, subject to supervision only by the Board and the applicable
     requirements of the Delaware General Corporation Law.

          (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



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     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
     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, or (iv) continuing
     service on any board of directors on which Executive serves as of the
     Commencement Date or service as a director of a 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), provided, however, that Executive shall not hold more than
     five (5) board seats of for-profit businesses at any time exclusive of his
     membership on the Board or the board of directors of any subsidiary or
     affiliate of the Company (such activities described in clause (i), (ii),
     (iii) or (iv) 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 Two Hundred Thousand Dollars
($200,000). 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.


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          (b) Stock Options. The Company hereby grants to Executive stock
     options (the "STOCK OPTIONS") to purchase 3,910,000 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 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                             977,500
                          April 2, 2001                             977,500
                          April 2, 2002                             977,500
                          April 2, 2003                             977,500
</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).


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     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.

          (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.

          (c) If the Company shall provide employment-related benefits of the
     type described in this Section 5 to any other senior executive of the
     Company in an aggregate amount greater, or on more favorable terms and
     conditions, on an aggregate basis, than such benefits are provided to
     Executive, Executive shall be provided such benefits in a substantially
     comparable amount and/or under the substantially comparable terms and
     conditions, as applicable, on an aggregate basis.

     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

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              (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 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. Executive's employment hereunder may be terminated by the
     Company for Cause following delivery to Executive of a Notice of
     Termination (as defined in this Section 7(d)) and a meeting of the Board at
     which Executive is given the opportunity to appear. 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.


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          (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 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 (the
     "Severance Payments"). Notwithstanding the immediately preceding sentence
     to the contrary, 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, the Severance Payments shall be paid to Executive in a lump-sum
     following such termination.


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          (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 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


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          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 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


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     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.

          (c) SOLICITATION shall, subject to paragraph (g) of this Section 10
     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


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     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. In the event Executive's cooperation with
     the Company's protection of such information is required in accordance with
     the immediately preceding sentence, the Company shall pay or reimburse
     reasonable expenses, costs and fees incurred by Executive to provide such
     cooperation (against reasonable documentation therefor in accordance with
     Company policies).

          (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 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; provided, however, that if Executive's employment and the
     Employment Term are terminated by Executive for Good Reason, or by the
     Company without Cause, or due to non-extension of the Employment Term and
     the Company fails to make a good faith offer for continued employment, then
     Solicitation shall not include any of the activities described in paragraph
     (c) of this Section 10 with respect to any employee of Marcus & Partners
     immediately prior to the Commencement Date who became an employee of the
     Company, including, without limitation, the following three individuals:
     Thomas P. McMillin, Daniel J. Wilson, and Chad E. Coben; provided further,
     however, that if Executive's employment and the Employment Term are
     terminated due to non-extension of the Employment Term and the Company has
     made a good faith offer for continued employment, then Solicitation shall
     not include any of the activities described in paragraph (c) of this
     Section 10 engaged in after nine (9) months following the date of such
     termination with respect to any employee of Marcus & Partners immediately
     prior to the Commencement Date who became an employee of the Company,
     including, without limitation, the following three individuals: Thomas P.
     McMillin, Daniel J. Wilson, and Chad E. Coben.

          (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


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          for Cause, twelve (12) months from the date of such termination; (ii)
          for a termination as a result of the voluntary resignation of
          Executive without Good Reason, twelve (12) months from the date of
          termination; and (iii) for 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 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.

          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


                                       11
<PAGE>   12
     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 non-prevailing party
shall pay all reasonable attorney, accountant and other professional fees and
reasonable expenses incurred by the prevailing party associated with such claim.

     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.

     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


                                       12
<PAGE>   13

     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 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


                                       13
<PAGE>   14


     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.

          (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


                                       14
<PAGE>   15

     performing his duties hereunder he will not wrongfully use or disclose any
     confidential information of any prior employer or other person or entity.


























                                       15
<PAGE>   16




     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 Compensation Committee
                                    -------------------------------------------


                               EXECUTIVE:
                               ----------

                                     /s/ Jeffrey A. Marcus
                               ------------------------------------------------
                               JEFFREY A. MARCUS












                                       16
<PAGE>   17



                                   EXHIBIT "A"
                                     TO THE
                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                              eVENTURES GROUP, INC.
                                       AND
                                JEFFREY A. MARCUS

                                   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 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>   18
              (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


                                       2
<PAGE>   19

                     retained by 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), (iv) or (v), of any of the following circumstances:

              (i)    (a) any demotion of Executive from his position as Chairman
                     and Chief Executive Officer, (b) any assignment of duties
                     to Executive materially and adversely inconsistent with
                     Executive's position as Chairman and Chief Executive
                     Officer, or (c) any material adverse change in the job
                     duties, reporting relationship, benefits, perquisites, or
                     office accommodations of the Executive (except, in any
                     case, 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;

              (iii)  the failure to elect and maintain Executive as a member of
                     the Board and as Chairman of the Board at any time during
                     the Employment Term;

              (iv)   any other material breach by the Company of this Agreement;

              (v)    relocation of the Company's headquarters following the
                     Commencement Date;

              (vi)   a Change in Control; or

              (vii)  any claim, litigation, investigation or other legal action
                     by a governmental agency or other third party arising out
                     of the operations of the Company and its subsidiaries prior
                     to the Commencement Date which would reasonably be expected
                     to have


                                       3
<PAGE>   20


                    a material adverse effect on the financial condition,
                    operations or prospects of the Company and its subsidiaries
                    or would reasonably be expected to result in a material
                    liability for any or all of the officers and directors of
                    the Company and its subsidiaries (whether or not indemnified
                    or insured); provided that to the extent this clause relates
                    to any filings made by the Company and its subsidiaries with
                    the Securities and Exchange Commission prior to the
                    Commencement Date, this clause also applies to such filing
                    in the form in which it is ultimately declared effective.

























                                       4
<PAGE>   21




                                   EXHIBIT "B"
                                     TO THE
                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                              eVENTURES GROUP, INC.
                                       AND
                                JEFFREY A. MARCUS

                               STOCK OPTION GRANTS









                                       5
<PAGE>   22






                                   EXHIBIT "C"
                                     TO THE
                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                              eVENTURES GROUP, INC.
                                       AND
                                JEFFREY A. MARCUS

                                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>   23


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