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                                                                   EXHIBIT 10.13




                              EMPLOYMENT AGREEMENT




         THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is made as of April 17,
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 SUSIE C. HOLLIDAY residing at 500 Ravenaux Drive, Southlake,
Texas 76092 ("EXECUTIVE").


                                   WITNESSETH:

         WHEREAS, effective April 17, 2000 (the "COMMENCEMENT DATE"), the
Company desires to employ Executive as its Senior Vice President - Accounting
and Administration, and Executive desires to accept such employment; and

         WHEREAS, the Company and Executive desire to enter into this Agreement
as to the terms of her 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 17, 2003 (the "EXPIRATION DATE").

         2. Position.

                  (a) Executive shall serve as Senior Vice President -
         Accounting and Administration of the Company (the "SENIOR VICE
         PRESIDENT"), reporting directly to the Executive Vice President of the
         Company (the "EXECUTIVE VICE PRESIDENT"). If requested by the Board of
         Directors of the Company (the "BOARD") or the Executive Vice President,
         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 her position, as shall be assigned to her from time to time by the
         Executive Vice President.

                  (c) During the Employment Term, Executive shall devote
         substantially all of her business time and efforts to the performance
         of her 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, or (ii) pursuing
         any business opportunity that is not in Competition, as such term is
         defined in





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         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) (such activities being herein
         referred to as the "ALLOWED ACTIVITIES"). For purposes hereof, 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. Subject to the remaining terms of this Section 3,
during the Employment Term, the Company shall pay Executive a Base Salary at the
annual rate of One Hundred Fifty Thousand Dollars ($150,000). 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; provided, however, that the
Base Salary shall be increased beginning on the first anniversary of the
Commencement Date and on each successive anniversary date thereafter during the
Employment Term, in each case, at the annual rate of increase of the Consumer
Price Index as measured by the United State Department of Labor, Bureau of Labor
Statistics, All Items, Consumer Price Index for All Urban Consumers (the "CPI").
In determining the amount of any such annual increase, the base shall be the CPI
for the first day of the calendar year preceding the year for which the Base
Salary increase is being calculated, and such base shall be compared with the
CPI as of the last day of such year. If the CPI is no longer published in
substantially its current form by the U.S. Department of Labor, then a successor
index shall be substituted by mutual agreement of the Company and Executive. 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 twenty-five percent (25%)
         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 twenty-five percent (25%) 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 200,000 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 $18.00 per share of Common Stock. Subject to the
         terms and provisions of the





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         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>
             April 17, 2001                             66,667
             April 17, 2002                             66,667
             April 17, 2003                             66,666
</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 her 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






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         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 her 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 her 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 her 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 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,





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         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 (c) 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 her 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 her
         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





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         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 her monthly rate of Base Salary in effect at the time
         of such termination plus her 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) six (6) months or (y) the remaining period of time from the date
         of such termination through the Expiration Date.

                  (c) Termination as a Result of Nonextension of Employment
         Term. If Executive's employment with the Company terminates on the
         Expiration Date by reason of expiration of the Employment Term and the
         Company's failure to offer to extend 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 her monthly rate of Base Salary in
         effect immediately prior to the Expiration Date plus her incentive
         bonus paid for the most recently ended fiscal year divided by twelve
         (12) for a period of six (6) 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 she
         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





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         Company's By-laws or rights under benefit or equity plans that by their
         terms are intended to survive termination of her 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 her 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 her 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 her
         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





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                  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, 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 mere ownership of not more than ten percent (10%) of the total
         outstanding stock of a publicly held company; (ii) the Allowed
         Activities; or (iii) 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) 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).

                  (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, or otherwise cease
         their relationship 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






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         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 her 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, she shall promptly notify the Company of any such order and
         she 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 her 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 she may possess or have under her direction or
         control other than documents provided to Executive in her 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.

                  (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, the
         period in which the Company is making payments to Executive as
         specified in Section 8(b) above, and (iii) for a termination as a
         result of the voluntary resignation of Executive without Good Reason or
         expiration or non-renewal of this Agreement, twelve (12) months
         following the date of such termination. Notwithstanding the immediately
         preceding sentence to the contrary, if the Company terminates
         Executive's employment without Cause (other than as a result of
         expiration of the Employment Term), or if Executive terminates her
         employment for Good Reason, and, after a period of six (6) months
         following the date of either such termination, Executive waives, in
         writing, at any time after such six-month period, her right to receive
         any future amounts that would otherwise be payable after the expiration
         of such six-month period under Section 8(b) hereof, the Restricted
         Period shall terminate following such six-month period and waiver.





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                  (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 she 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, Executive 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 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 her employment by
         the Company or any of its subsidiaries. Executive hereby assigns and
         agrees to assign all of her 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





                                       10
<PAGE>   11

         States or any foreign country or to otherwise protect the Company's
         interest in Intellectual Property.

                  (b) Executive agrees that she 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, 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.

         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.





                                       11
<PAGE>   12

                  (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 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.





                                       12
<PAGE>   13

                  (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 her
         entering into, or performing her obligations under this Agreement and
         neither entering into this Agreement nor performing services hereunder
         will violate any agreement to which she is a party or any other legal
         restrictions. Executive further represents and warrants that in
         performing her duties hereunder she will not use or disclose any
         confidential information of any prior employer or other person or
         entity.






                                       13
<PAGE>   14



         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/ Thomas P. McMillin
                                    --------------------------------------
                                 Name:  Thomas P. McMillin
                                      ------------------------------------
                                 Title: Executive Vice President
                                       -----------------------------------



                                 EXECUTIVE:


                                        /s/ Susie C. Holliday
                                 -----------------------------------------
                                 SUSIE C. HOLLIDAY








                                       14
<PAGE>   15


                                   EXHIBIT "A"
                                     TO THE
                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                              eVENTURES GROUP, INC.
                                       AND
                                SUSIE C. HOLLIDAY

                                   DEFINITIONS


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

                           (i)      Executive's willful misconduct or gross
                                    negligence with regard to the Company or its
                                    affiliates or their business, assets or
                                    employees (including, without limitation,
                                    Executive's fraud, embezzlement or other act
                                    of dishonesty with regard to the Company or
                                    its affiliates), 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 her 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, dishonesty or moral
                                    turpitude or which carries a minimum prison
                                    sentence upon conviction of one (1) year or
                                    longer;

                           (iii)    Executive's refusal or willful failure to
                                    follow the lawful written direction of the
                                    Board, the Executive Vice President 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 a fiduciary duty owed
                                    to the Company or its affiliates, including,
                                    but not limited to, Section 10 or Section 12
                                    hereof, as determined by the Board;

                           (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; or





                                       1
<PAGE>   16

                           (vi)     any other breach by Executive of this
                                    Agreement, which has a material adverse
                                    impact on the Company or its affiliates,
                                    whether economic, reputationwise or
                                    otherwise, each as determined by the Board,
                                    that remains uncured for thirty (30) days
                                    after written notice is given to Executive.

                  (b) Disability. For purposes of this Agreement, "DISABILITY"
shall mean if Executive is unable to perform her 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.

                  (c) 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), or (iii), of any of the following circumstances:

                           (i)      (a) any material demotion of Executive from
                                    her position as Senior Vice President -
                                    Accounting and Administration or (b) any
                                    assignment of duties to Executive materially
                                    and adversely inconsistent with Executive's
                                    position as Senior Vice President -
                                    Accounting and Administration (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)    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; or

                           (iv)     the Board requires Executive to relocate to
                                    an area other than the Dallas, Texas greater
                                    metropolitan area, and Executive declines to
                                    so relocate.






                                       2
<PAGE>   17




                                   EXHIBIT "B"
                                     TO THE
                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                              eVENTURES GROUP, INC.
                                       AND
                                SUSIE C. HOLLIDAY

                               STOCK OPTION GRANTS





                                       3
<PAGE>   18


                                   EXHIBIT "C"
                                     TO THE
                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                              eVENTURES GROUP, INC.
                                       AND
                                SUSIE C. HOLLIDAY

                                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 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




                                       4
<PAGE>   19

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.






                                       5