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                                                                    EXHIBIT 10.7


                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
by and between NETZEE, INC., a Georgia corporation (the "Company"), and RICHARD
S. EISWIRTH, JR., an individual resident of the State of Georgia (the
"Executive"), to be effective as of the 1st day of March, 2000 (the "Effective
Date").

         The Company and the Executive previously entered into that certain
Employment Agreement, dated September 1, 1999 (the "Old Agreement"), whereby the
Executive was employed by the Company as the Company's Executive Vice President
of Finance and Chief Financial Officer. The Company and the Executive desire to
mutually terminate the Old Agreement, effective as of the Effective Date, and
adopt this Agreement for the purpose of making such changes as the parties
herein agree, in consideration for the outstanding efforts and achievements of
the Executive since the commencement of the Old Agreement.

         In this regard, the Company desires to continue the employment of the
Executive as its Executive Vice President of Finance and Chief Financial
Officer, and the Executive is willing to continue to serve the Company on the
terms and conditions provided herein.

Defined Terms: Capitalized terms used in this Agreement that are not otherwise
defined herein are defined at Section 19 hereof.


         1.       Employment. The Company hereby employs the Executive, and the
                  Executive hereby agrees to serve the Company, as the Executive
                  Vice President of Finance and Chief Financial Officer of the
                  Company, upon the terms and conditions set forth herein. The
                  Executive shall be the only Executive Vice President of
                  Finance and Chief Financial Officer of the Company. The
                  Executive shall have such authority and responsibilities as
                  are consistent with his position as provided herein and as may
                  be set forth in the Bylaws or assigned by the Chief Executive
                  Officer of the Company (the "CEO") from time to time. The
                  Executive shall report to the CEO.

                  The Executive shall devote his full business time, attention,
                  skill, and efforts to the performance of his duties hereunder,
                  except during periods of illness or periods of vacation and
                  leaves of absence consistent with Company policy. This
                  employment relationship between the Executive and the Company
                  shall be exclusive; provided, however, the Executive may
                  devote reasonable periods of time (and be exclusively entitled
                  to all compensation and other income related thereto) to
                  continue to provide consulting services to other persons and
                  organizations, to serve as a director or advisor to other
                  organizations, to perform charitable and other community
                  activities,


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                  and to manage his personal investments; provided, further,
                  however, that such activities do not interfere with the
                  performance of his duties hereunder and are not adverse to the
                  interests of the Company.

                  Unless otherwise agreed to by the Executive, the Executive
                  shall be headquartered at the Company's offices in and around
                  the metropolitan area of Atlanta, Georgia, but shall do such
                  traveling as is reasonably required of him in the performance
                  of his duties.

         2.       Term. Unless earlier terminated as provided herein, the
                  Executive's employment under this Agreement shall commence as
                  of the Effective Date and shall continue until August 31,
                  2001(the "Initial Term"); provided, however, the Company may
                  extend the Initial Term for two (2) addition years (the
                  "Extended Term"), effective September 1, 2001, upon (i)
                  written notice to the Executive on or before January 15, 2001,
                  and (ii) a minimum of a seven percent (7%) increase to the
                  Executive's then existing base salary (as described at Section
                  3.a. below). (The Initial Term and the Extended Term shall be
                  individually and collectively referred to herein as the
                  "Term.")

         3.       Compensation and Benefits.

                  a.       The Company shall pay to the Executive a base salary
                           at a rate of not less than $140,000 per annum, in
                           accordance with the salary payment practices of the
                           Company in effect from time to time.

                           On or before each September 1st of the Term
                           (beginning September 1, 2000) the CEO (or
                           Compensation Committee) shall review the base salary
                           of the Executive and increase (but not decrease) such
                           base salary by an amount determined in the discretion
                           of the CEO (or Compensation Committee).

                  b.       During the Term, the Executive shall be eligible to
                           participate in any management incentive programs
                           established by the Company and to receive incentive
                           compensation based upon achievement of targeted
                           levels of performance and such other criteria as the
                           CEO (or Compensation Committee) may establish from
                           time to time. In addition, the CEO (or the
                           Compensation Committee) shall annually consider (on
                           or before each September 1st) the Executive's
                           performance and determine if additional bonus is
                           appropriate.

                  c.       The Executive may participate in any executive stock
                           incentive plans established by the Company from time
                           to time and shall be eligible for the grant of stock
                           options, stock, and/or other awards provided
                           thereunder. Additionally, the Board (or the
                           Compensation Committee), upon


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                           recommendation by the CEO, shall annually consider
                           (on or before each September 1st) the Executive's
                           performance and determine if additional grants of
                           stock options, stock, and/or other awards are
                           appropriate.

                  d.       The Executive shall continue to participate in all
                           retirement, welfare, deferred compensation, life and
                           health insurance (including health insurance for
                           Executive's spouse and his dependants), and other
                           benefit plans or programs of the Company now or
                           hereafter applicable to the Executive or applicable
                           generally to executives of the Company or to a class
                           of executives that includes senior executives of the
                           Company; provided, however, that during any period
                           during the Term that the Executive is subject to a
                           Disability, and during the 180-day period of physical
                           or mental infirmity leading up to the Executive's
                           Disability, the amount of the Executive's
                           compensation provided under Section 3.a. shall be
                           reduced by the sum of the amounts, if any, paid to
                           the Executive for the same period under any
                           disability benefit or pension plan of the Company or
                           any of its subsidiaries.

                  e.       The Company shall provide to the Executive an
                           automobile owned or leased by the Company of a make
                           and model appropriate to the Executive's status (in
                           the reasonable business judgement of the Executive)
                           or, in lieu thereof at the Executive's option, shall
                           provide the Executive with an monthly allowance of
                           not less than $1,000 to partially cover the cost of
                           an automobile owned or leased by the Executive.

                  f.       The Executive shall be entitled to three (3) weeks
                           paid vacation (in addition to Company-wide holiday
                           periods) each year during the Term, to be taken in
                           accordance with the Company's vacation policies for
                           executives, as in effect from time to time.

                  g.       The Company shall reimburse the Executive's expenses
                           for dues and capital assessments (but not initiation
                           fees) of one (1) country and (1) dining club
                           membership currently held (or to be held) by the
                           Executive; provided, however, that if the Executive
                           during the term of his employment with the Company
                           ceases his membership in any such clubs and any bonds
                           or other capital payments made by the Company are
                           repaid to the Executive, the Executive shall pay over
                           such payments to the Company.

                  h.       The Company shall reimburse the Executive for
                           first-class travel and accommodations, seminar, and
                           other expenses related to the Executive's duties that
                           are incurred and accounted for in accordance with the
                           practices of the Company, as in effect from time to
                           time. Further, the Company shall reimburse the
                           Executive for all fees, dues, seminars (including
                           travel and lodging) and other related costs and
                           expenses reasonably required by the


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                           Executive to maintain his status as a certified
                           public accountant in each state that the Executive
                           is, or may be, so certified.

                           Upon the prior approval of the CEO, the Executive
                           shall be entitled to personal use of assets of the
                           Company, free of charge or assessment, whether or not
                           such personal use is separate or in conjunction with
                           a business purpose.

                  i.       The Company agrees that the Executive shall be
                           entitled to invest in venture capital and similar
                           investments whether or not the Company also
                           participates in such investments.

         4.       Termination.

                  a.       The Executive's employment under this Agreement may
                           be terminated prior to the end of the Initial Term,
                           or if extended, the Extended Term, only as follows:

                           (i)      upon the death of the Executive;

                           (ii)     by the Company due to the Disability of the
                                    Executive upon delivery of a Notice of
                                    Termination to the Executive;

                           (iii)    by the Company for Cause upon delivery of a
                                    Notice of Termination to the Executive;

                           (iv)     by the Company without Cause upon delivery
                                    of a Notice of Termination;

                           (v)      following a Change in Control, by the
                                    Executive for any reason upon delivery of a
                                    Notice of Termination to the Company within
                                    a 90-day period beginning on the 30th day
                                    after any occurrence of a Change in Control
                                    or within a 90-day period beginning on the
                                    one year anniversary of the occurrence of
                                    any Change in Control; and

                           (vi)     by the Executive upon a material breach of
                                    this Agreement by the Company, upon delivery
                                    of a Notice of Termination to the Company at
                                    least thirty (30) days prior to the
                                    Termination Date and chance to cure therein.

                  b.       If the Executive's employment with the Company shall
                           be terminated during the Term (i) by reason of the
                           Executive's death, or (ii) by the Company for
                           Disability or Cause, the Company shall pay to the
                           Executive (or in the case


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                           of his death, the Executive's estate) within 15 days
                           after the Termination Date, a lump sum cash payment
                           equal to the Accrued Compensation and, if such
                           termination is other than by the Company for Cause,
                           the Pro Rata Bonus.

                  c.       If the Executive's employment with the Company shall
                           be terminated during the Term pursuant to Sections
                           4.a. (iv), (v), or (vi), the Executive shall be
                           entitled to all of the following:

                           (i)      the Company shall pay to the Executive in
                                    cash, as a lump-sum, within 15 days of the
                                    Termination Date, an amount equal to all
                                    Accrued Compensation and the Pro Rata Bonus;

                           (ii)     the Company shall pay to the Executive in
                                    cash, as a lump-sum, within 15 days of the
                                    Termination Date, an amount equal to the
                                    base salary (as described in Section 3.a.),
                                    then in effect, that would otherwise have
                                    been payable to the Executive during the
                                    Term if such Term was not earlier
                                    terminated; provided, however, if the
                                    otherwise remaining Term is less than 365
                                    days, such remaining Term shall
                                    automatically be deemed to be 365 days;

                           (iii)    the Company shall pay to the Executive in
                                    cash, as a lump-sum, within 15 days of the
                                    Termination Date an amount equal to the
                                    product of the Bonus Amount, multiplied by
                                    the number of months that were otherwise
                                    remaining in the Term, divided by 12;

                           (iv)     the Company shall pay to the Executive in
                                    cash, as a lump-sum, within 15 days of the
                                    Termination Date, an amount equal to those
                                    amounts described in Sections 3.e. and 3.g.
                                    that would have otherwise been payable
                                    during the Term if such Term was not earlier
                                    terminated;

                           (v)      the restrictions on any outstanding
                                    incentive awards (including stock options)
                                    granted to the Executive under any Company
                                    plan or arrangement shall lapse and such
                                    incentive award shall become 100% vested,
                                    and all stock options and stock appreciation
                                    rights granted to the Executive by the
                                    Company shall become immediately exercisable
                                    and shall become 100% vested; and

                           (vi)     upon a Termination Date occurring prior to
                                    the earlier of (A) an Initial Public
                                    Offering, or (B) the date in which the
                                    Company becomes subject to the reporting
                                    requirements set forth in the Securities
                                    Exchange Act of 1934, the Company shall,
                                    within 15 days


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                                    after the Termination Date, offer to
                                    repurchase all of the Company's capital
                                    stock and other debt and securities of the
                                    Company (collectively, the "Company Equity")
                                    then owned by the Executive, at a purchase
                                    price equal to the Fair Market Value of such
                                    Company Equity, as determined in accordance
                                    with the provisions below. The question of
                                    the Fair Market Value of the Company Equity
                                    shall be submitted to three impartial and
                                    reputable appraisers. The Executive and the
                                    Company shall each select one appraiser, and
                                    such appraisers shall select a third,
                                    independent appraiser. The three appraisers
                                    shall thereafter proceed as expeditiously as
                                    possible to determine (by concurrence of a
                                    majority of such appraisers) the Fair Market
                                    Value of the Company Equity, and the
                                    appraisers shall deliver an appraisal report
                                    to the Executive and the Company as soon as
                                    practicable after it is completed. The
                                    determination of the question of the Fair
                                    Market Value of the Company Equity by such
                                    appraisers shall be final and binding on the
                                    Executive and the Company for purposes of
                                    this Agreement. The Company shall pay the
                                    reasonable fees and expenses of such
                                    appraisers. For the purposes hereof, "Fair
                                    Market Value" shall mean the relevant
                                    percentage of the fair value of the business
                                    of the Company represented by the Company
                                    Equity as to which such determination is
                                    being made, which shall be determined on a
                                    going concern basis and as between a willing
                                    seller and a willing buyer, taking into
                                    account the Company's financial condition,
                                    performance, market share and other relevant
                                    criteria, but not taking into account the
                                    absence of a public market for the shares or
                                    that the shares constitute a minority
                                    interest in the Company.

                  d.       The Executive shall not be required to mitigate the
                           amount of any payment provided for in this Agreement
                           by seeking other employment or otherwise, and no such
                           payment shall be offset nor reduced by the amount of
                           any compensation or benefits provided to the
                           Executive in any subsequent employment.



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                  e.       In the event that any payment or benefit (within the
                           meaning of Section 280G(b)(2) of the Internal Revenue
                           Code of 1986, as amended (the "Code")) to the
                           Executive or for his benefit paid or payable or
                           distributed or distributable pursuant to the terms of
                           this Agreement or otherwise in connection with, or
                           arising out of, his employment with the Company or a
                           change in ownership or effective control of the
                           Company or of a substantial portion of its assets ( a
                           "Payment" or "Payments"), would be subject to the
                           excise tax imposed by Section 4999 of the Code and/or
                           any interest or penalties are incurred by the
                           Executive with respect to such excise tax (such
                           excise tax, together with any such interest and
                           penalties, are hereinafter


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                           collectively referred to as the "Excise Tax"), then
                           the Executive shall promptly receive an additional
                           payment (a "Gross-Up Payment") in an amount such that
                           after payment by the Executive of all taxes
                           (including any interest or penalties, other than
                           interest and penalties imposed by reason of the
                           Executive's failure to file timely a tax return or
                           pay taxes shown due on his return, imposed with
                           respect to such taxes and the Excise Tax, including
                           any Excise Tax imposed upon the Gross-Up Payment, the
                           Executive would retain an amount equal to such
                           original payment or benefit.

                  f.       The severance pay and benefits provided for in this
                           Section 4 shall be in lieu of any other severance or
                           termination pay to which the Executive may be
                           entitled under any Company severance or termination
                           plan, program, practice or arrangement. The
                           Executive's entitlement to any other compensation or
                           benefits shall be determined in accordance with the
                           Company's executive benefit plans and other
                           applicable programs, policies and practices then in
                           effect.

         5.       Protection of Trade Secrets and Confidential Information.

                  a.       Through exercise of his rights and performance of his
                           obligations under this Agreement, Executive will be
                           exposed to "Trade Secrets" and "Confidential
                           Information" (as those terms are defined below).
                           "Trade Secrets" shall mean information or data or of
                           about the Company or any affiliated entity,
                           including, but not limited to, technical or
                           nontechnical data, formulas, patterns, compilations,
                           programs, devices, methods, techniques, drawings,
                           processes, financial data, financial plans, products
                           plans, or lists of actual or potential customers,
                           clients, distributors, or licensees, that: (i) derive
                           economic value, actual or potential, from not being
                           generally known to, and not being readily
                           ascertainable by proper means by, other persons who
                           can obtain economic value from their disclosure or
                           use; and (ii) are the subject of efforts that are
                           reasonable under the circumstances to maintain their
                           secrecy. To the extent that the foregoing definition
                           is inconsistent with a definition of "trade secret"
                           mandated under applicable law, the latter definition
                           shall govern for purposes of interpreting Executive's
                           obligations under this Agreement. Except as required
                           to perform his obligations under this Agreement or
                           except with Company's prior written permission,
                           Executive shall not use, redistribute, market,
                           publish, disclose or divulge to any other person or
                           entity any Trade Secrets of the Company. The
                           Executive's obligations under this provision shall
                           remain in force (during and after the Term) for so
                           long as such information or data shall continue to
                           constitute a "trade secret" under applicable law.
                           Executive agrees to cooperate with any and all
                           confidentiality requirements of the Company and
                           Executive shall immediately notify the Company of any
                           unauthorized disclosure or use of


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                           any Trade Secrets of which Executive becomes aware.

                  b.       The Executive agrees to maintain in strict confidence
                           and, except as necessary to perform his duties for
                           the Company, not to use or disclose any Confidential
                           Business Information at any time during the term of
                           his employment and for a period of one year after the
                           later of (i) the Executive's last date of employment
                           and (ii) the last day of the period with respect to
                           which the Executive received compensation by reason
                           of his termination of employment. "Confidential
                           Business Information" shall mean any non-public
                           information of a competitively sensitive or personal
                           nature, other than Trade Secrets, acquired by the
                           Executive, directly or indirectly, in connection with
                           the Executive's employment (including his employment
                           with the Company prior to the date of this
                           Agreement), including (without limitation) oral and
                           written information concerning the Company or its
                           affiliates relating to financial position and results
                           of operations (revenues, margins, assets, net income,
                           etc.), annual and long-range business plans,
                           marketing plans and methods, account invoices, oral
                           or written customer information, and personnel
                           information. Confidential Business Information also
                           includes information recorded in manuals, memoranda,
                           projections, minutes, plans, computer programs, and
                           records, whether or not legended or otherwise
                           identified by the company and its affiliates as
                           Confidential Business Information, as well as
                           information that is the subject of meetings and
                           discussions and not so recorded; provided, however,
                           that Confidential Business Information shall not
                           include information that is generally available to
                           the public, other than as a result of disclosure,
                           directly or indirectly, by the Executive, or was
                           available to the Executive on a non-confidential
                           basis prior to its disclosure to the Executive.

                  c.       Upon termination of employment, the Executive shall
                           leave with the Company all business records relating
                           to the Company and its affiliates including, without
                           limitation, all contracts, calendars, and other
                           materials or business records concerning its business
                           or customers, including all physical, electronic, and
                           computer copies thereof, whether or not the Executive
                           prepared such materials or records himself. Upon such
                           termination, the Executive shall retain no copies of
                           any such materials.

                  d.       As set forth above, the Executive shall not disclose
                           Trade Secrets or Confidential Business Information.
                           However, nothing in this provision shall prevent the
                           Executive from disclosing Trade Secrets or
                           Confidential Business Information pursuant to a court
                           order or court-issued subpoena, so long as the
                           Executive first notifies (unless such notice is
                           impracticable or impossible) the Company of said
                           order or subpoena in sufficient time to allow the
                           Company to seek an appropriate protective order. The
                           Executive agrees that if he


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                           receives any formal or informal discovery request,
                           court order, or subpoena requesting that he disclose
                           Trade Secrets or Confidential Business Information,
                           he will immediately notify the Company and provide
                           the Company with a copy of said request, court order,
                           or subpoena.

         6.       Non-Solicitation and Related Matters.

                  a.       If the Executive is terminated for Cause or if the
                           Executive resigns without Adequate Justification,
                           then for a period of two years following the date of
                           termination, the Executive shall not (except on
                           behalf of or with the prior written consent of the
                           Company) either directly or indirectly, on the
                           Executive's own behalf or in the service or on behalf
                           of others, (i) solicit, divert, or appropriate to or
                           for a Competing Business, or (ii) attempt to solicit,
                           divert, or appropriate to or for a Competing
                           Business, any person or entity that was a customer or
                           prospective customer of the Company on the date of
                           termination and with whom the Executive had direct
                           material contact within twelve months of the
                           Executive's last date of employment.

                  b.       If the Executive is terminated for Cause or if the
                           Executive resigns without Adequate Justification,
                           then for a period of two years following the date of
                           termination, the Executive shall not, either directly
                           or indirectly, on the Executive's own behalf or in
                           the service or on behalf of others, (i) solicit,
                           divert, or hire away, or (ii) attempt to solicit,
                           divert, or hire away any employee of, or consultant
                           to, the Company or any of its affiliates engaged or
                           experienced in the Business, regardless of whether
                           the employee or consultant is full-time or temporary,
                           the employment or engagement is pursuant to written
                           agreement, or the employment is for a determined
                           period or is at will.

                  c.       The Executive acknowledges and agrees that great loss
                           and irreparable damage would be suffered by the
                           Company if the Executive should breach or violate any
                           of the terms or provisions of the covenants and
                           agreements set forth in this Section 6. The Executive
                           further acknowledges and agrees that each of these
                           covenants and agreements is reasonably necessary to
                           protect and preserve the interests of the Company.
                           The parties agree that money damages for any breach
                           of clauses (a) and (b) of this Section 6 will be
                           insufficient to compensate for any breaches thereof,
                           and that the Executive or any of the Executive's
                           affiliates, as the case may be, will, to the extent
                           permitted by law, waive in any proceeding initiated
                           to enforce such provisions any claim or defense that
                           an adequate remedy at law exists. The existence of
                           any claim, demand, action, or cause of action against
                           the Company, whether predicated upon this Agreement
                           or otherwise, shall not constitute a defense to the
                           enforcement by the Company of any of the


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                           covenants or agreements in this Agreement; provided,
                           however, that nothing in this Agreement shall be
                           deemed to deny the Executive the right to defend
                           against this enforcement on the basis that the
                           Company has no right to its enforcement under the
                           terms of this Agreement.

                  d.       The Executive acknowledges and agrees that: (i) the
                           covenants and agreements contained in clauses (a)
                           through (e) of this Section 6 are the essence of this
                           Agreement; (ii) that the Executive has received good,
                           adequate and valuable consideration for each of these
                           covenants; and (iii) each of these covenants is
                           reasonable and necessary to protect and preserve the
                           interests and properties of the Company. The
                           Executive also acknowledges and agrees that: (i)
                           irreparable loss and damage will be suffered by the
                           company should the Executive breach any of these
                           covenants and agreements; (ii) each of these
                           covenants and agreements in clauses (a) and (b) of
                           this Section 6 is separate, distinct and severable
                           not only from the other covenants and agreements but
                           also from the remaining provisions of this Agreement;
                           and (iii) the unenforceability of any covenants or
                           agreements shall not affect the validity or
                           enforceability of any of the other covenants or
                           agreements or any other provision or provisions of
                           this Agreement. The Executive acknowledges and agrees
                           that if any of the provisions of clauses (a) and (b)
                           of this Section 6 shall ever be deemed to exceed the
                           time, activity, or geographic limitations permitted
                           by applicable law, then such provisions shall be and
                           hereby are reformed to the maximum time, activity, or
                           geographical limitations permitted by applicable law.

                  e.       The Executive and the Company hereby acknowledge that
                           it may be appropriate from time to time to modify the
                           terms of this Section 6 and the definition of the
                           term "Business" to reflect changes in the Company's
                           business and affairs so that the scope of the
                           limitations placed on the Executive's activities by
                           this Section 6 accomplishes the parties' intent in
                           relation to the then current facts and circumstances.
                           Any such amendment shall be effective only when
                           completed in writing and signed by the Executive and
                           the Company.

         7.       Successors; Binding Agreement.

                  a.       This Agreement shall be binding upon and shall inure
                           to the benefit of the Company, its Successors and
                           Assigns and the Company shall require any Successors
                           and Assigns to expressly assume and agree to perform
                           this Agreement in the same manner and to the same
                           extent that the Company would be required to perform
                           it if no such succession or assignment had taken
                           place.


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                  b.       Neither this Agreement not any right or interest
                           hereunder shall be assignable or transferable by the
                           Executive, his beneficiaries or legal
                           representatives, except by will or by the laws of
                           descent and distribution. This Agreement shall inure
                           to the benefit of and be enforceable by the
                           Executive's legal personal representative.

         8.       Fees and Expenses. The Company shall pay all reasonable legal
                  fees and related expenses (including but not limited to the
                  costs of experts, accountants and counsel) incurred by the
                  Executive as they become due as a result of any of the
                  following: (a) the preparation, negotiation, counsel, and
                  execution of this Agreement; (b) the termination of the
                  Executive's employment (including all such fees and expenses,
                  if any, incurred in contesting or disputing any such
                  termination of employment); or (c) the Executive seeking to
                  obtain or enforce any right or benefit provided by this
                  Agreement.

         9.       Notice. For the purposes of this Agreement, notices and all
                  other communications provided for in this Agreement (including
                  the Notice of Termination) shall be in writing and shall be
                  deemed to have been duly given when personally delivered or
                  sent by certified mail, return receipt requested, postage
                  prepaid, addressed to the respective addresses last given by
                  each party to the other; provided, however, that all notices
                  to the Company shall be directed to the attention of the
                  Chairman of Board with a copy to the Secretary of the Company.
                  All notices and communications shall be deemed to have been
                  received on the date of delivery thereof.

         10.      Settlement of Claim. The Company's obligation to make the
                  payments provided for in this Agreement and otherwise to
                  perform its obligations hereunder shall not be affected by any
                  circumstances, including, without limitation, any set-off,
                  counterclaim, recoupment, defense or other right that the
                  Company may have against the Executive or others. The Company
                  may, however, withhold from any benefits payable under this
                  Agreement all federal, state, city, or other taxes as shall be
                  required pursuant to any law or governmental regulation or
                  ruling.

         11.      Modification and Waiver. No provisions of this Agreement may
                  be modified, waived or discharged unless such waiver,
                  modification or discharge is agreed to in writing and signed
                  by the Executive and the Company. No waiver by any party
                  hereto at any time of any breach by the other party hereto of,
                  or compliance with, any condition or provision of this
                  Agreement to be performed by such other party shall be deemed
                  a waiver of similar or dissimilar provisions or conditions at
                  the same or at any prior or subsequent time.

         12.      Governing Law. This Agreement shall be governed by and
                  construed and enforced in accordance with the laws of the
                  State of Georgia without giving effect to the conflict of laws
                  principles thereof. Any action brought by any party to this


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<PAGE>   13

                  Agreement shall be brought and maintained in a court of
                  competent jurisdiction in State Georgia.

         13.      Severability. The provisions of this Agreement shall be deemed
                  severable and the invalidity or unenforceability of any
                  provision shall not affect the validity or enforceability of
                  the other provisions hereof.

         14.      Entire Agreement. This Agreement constitutes the entire
                  agreement between the parties hereto and supersedes all prior
                  agreements (including the Old Agreement), understandings and
                  arrangements, oral or written, between the parties hereto with
                  respect to the subject matter hereof.

         15.      Headings. The headings of Sections herein are included solely
                  for convenience of reference and shall not control the meaning
                  or interpretation of any of the provisions of this Agreement.

         16.      Counterparts. This Agreement may be executed in one or more
                  counterparts, each of which shall be deemed an original but
                  all of which together shall constitute one and the same
                  instrument.

         17.      Piggyback Registration Rights.

                  a.       Rights. Subject to the provision of this Section 17,
                           if the Company proposes to make a registered public
                           offering of shares of its Common Stock, excluding an
                           Initial Public Offering, of any of its securities
                           under the Act (whether to be sold by it or by one or
                           more third parties), other than an offering
                           registered on Form S-8, Form S-4, or comparable
                           forms, the Company shall, not less than 45 days prior
                           to the proposed filing date of the registration form,
                           given written notice of the proposed registration to
                           the Executive, and at the written request of the
                           Executive delivered to the Company within 15 days
                           after the receipt of such notice, shall, subject to
                           the provisions of subsection (b) below, include in
                           such registration and offering, and in any
                           underwriting of such offering, all shares of Common
                           Stock as may have been designated in the Executive's
                           request.

                  b.       Offering Reduction. If a registration in which the
                           Executive has the right to participate pursuant to
                           this Section 17 is an underwritten offering, and if
                           the managing underwriters determine in their
                           reasonable discretion that the number of securities
                           requested to be included in such registration exceeds
                           the number that can be sold in such offering, then
                           the Company shall include in such registration only
                           the number of shares of Common Stock requested to be
                           sold by the Company as the managing underwriters
                           shall determine; and the Executive and all other
                           persons who have exercised registration rights


                                       12
<PAGE>   14

                           with respect to the proposed offering shall
                           participate in the offering in proportion to the
                           number of shares of Common Stock so requested by each
                           of them to be so included.

         18.      Other Registration Issues.

                  a.       The Company shall have no obligation to include
                           shares of Common Stock owned by the Executive in a
                           registration statement pursuant to Section 17 hereof,
                           unless and until the Executive has furnished the
                           Company with all information and statements about or
                           pertaining to the Executive in such reasonable detail
                           as is reasonably deemed by the Company to be
                           necessary or appropriate with respect to the
                           preparation of the registration statement. Whenever
                           the Executive has requested that any shares of Common
                           Stock be registered pursuant to Section 17 hereof,
                           subject to the provisions of those Sections, the
                           Company shall, as expeditiously as reasonably
                           possible:

                           (i)      prepare and file with the SEC a registration
                                    statement with respect to such shares and
                                    use its best efforts to cause such
                                    registration statement to become effective
                                    as soon as reasonably practicable thereafter
                                    (provided that before filing a registration
                                    statement or prospectus or any amendments or
                                    supplements thereto, the Company shall
                                    furnish counsel for the Executive with
                                    copies of all such documents proposed to be
                                    filed);

                           (ii)     prepare and file with the SEC such
                                    amendments and supplements to such
                                    registration statement and prospectus used
                                    in connection therewith as may be necessary
                                    to keep such registration statement
                                    effective for a period of not less than nine
                                    (9) months or until the underwriters have
                                    completed the distribution described in such
                                    registration statement, whichever occurs
                                    first;

                           (iii)    furnish to the Executive such number of
                                    copies of such registration statement, each
                                    amendment and supplement thereto, the
                                    prospectus included in such registration
                                    statement (including each preliminary
                                    prospectus), and such other documents as the
                                    Executive may reasonably request;

                           (iv)     use its best efforts to register or qualify
                                    such shares under such other securities or
                                    Blue Sky Laws of such jurisdictions as the
                                    Executive reasonably requests (and to
                                    maintain such registrations and
                                    qualifications effective for a period of
                                    nine months or until the underwriters have
                                    completed the distribution of such shares,
                                    whichever occurs first), and to do any and
                                    all other acts and things


                                       13
<PAGE>   15

                                    which may be necessary or advisable to
                                    enable the Executive or underwriters to
                                    consummate the disposition in such
                                    jurisdictions of such shares; provided,
                                    further, however, that, notwithstanding
                                    anything to the contrary in this Agreement
                                    with respect to the bearing of expenses, if
                                    any such jurisdiction shall require that
                                    expenses incurred in connection with the
                                    qualification of such shares in that
                                    jurisdiction be borne in part or full by the
                                    Executive, then the Executive shall pay such
                                    expenses to the extent required by such
                                    jurisdiction;

                           (v)      cause all such shares to be listed on
                                    securities exchanges, if any, on which
                                    similar securities issued by the Company are
                                    then listed;

                           (vi)     provide a transfer agent and registrar for
                                    all such shares not later than the effective
                                    date of such registration statements;

                           (vii)    enter into such customary agreements
                                    (including an underwriting agreement in
                                    customary form) and take all such other
                                    actions as the Executive and underwriters
                                    reasonably request (and subject to approval
                                    by the Company's counsel) in order to
                                    expedite or facilitate the disposition of
                                    such shares; and

                           (viii)   make available for inspection by the
                                    Executive, by any underwriter participating
                                    in any distribution pursuant to such
                                    registration statement, and by any attorney,
                                    accountant or other agent retained by the
                                    Executive or underwriter, or by any such
                                    underwriter, all financial and other
                                    records, pertinent corporate documents, and
                                    properties (other than confidential
                                    intellectual property) of the Company;
                                    provided, however, that the Company may
                                    condition delivery of any information,
                                    records or corporate documents upon the
                                    receipt from the Executive and the
                                    underwriter and their counsel, accountants,
                                    advisors and agents, of a confidentiality
                                    agreement in form and substance acceptable
                                    to the Company and its counsel in the
                                    exercise of their exclusive discretion.

                  b.       Holdback Agreement. In the event that the Company
                           effects an underwritten public offering of any of the
                           Company's equity securities, the Executive agrees, if
                           requested by the managing underwriters, not to effect
                           any sale or distribution, including any sale pursuant
                           to Rule 144 under the Act, of any equity securities
                           (except as party of such underwritten offering)
                           during the 180-day period commencing with the
                           effective date of the registration statement for such
                           offering.


                                       14
<PAGE>   16


                  c.       Stockholder Expenses. If, pursuant to Section 17
                           hereof, shares of Common Stock owned by the Executive
                           are included in a registration statement, then the
                           Executive shall pay all transfer taxes, if any,
                           relating to the sale of its shares, the fees and
                           expenses of his own counsel, and its pro rata portion
                           of any underwriting discounts, fees or commissions or
                           the equivalent thereof.

                  d.       The Company's Expenses. Except for the fees and
                           expenses specified in Section 18(c) hereof and except
                           as provided below in this Section 18(d), the Company
                           shall pay all expenses incident to the registration
                           and to the Company's performance of or compliance
                           with this Agreement, including, without limitation,
                           all registration and filing fees, fees and expenses
                           of compliance with securities or Blue Sky Laws,
                           underwriting discounts, fees and commissions (other
                           than the Executive's pro rata portion of any
                           underwriting discounts or commissions or the
                           equivalent thereof), printing expenses, messenger and
                           delivery expenses, and fees and expenses of counsel
                           for the Company and all independent certified public
                           accountants and other persons retained by the
                           Company. If the Company shall previously have paid,
                           pursuant to this Section 18(d), the expenses of a
                           registration, then the Executive shall pay all
                           expenses described in this Section 18(d) (but not
                           expenses described in Section 18(e) hereof).

                  e.       Other. With respect to any registration pursuant to
                           Section 17 hereof, the Company shall pay its internal
                           expenses (including, without limitation, all salaries
                           and expenses of its officers and employees performing
                           legal or accounting duties) and the expenses and fees
                           for listing the securities to be registered on
                           exchanges on which similar securities issued by the
                           Company are then listed.

                  f.       Indemnity. In the event that any shares of Common
                           Stock owned by the Executive are offered or sold by
                           means of a registration statement pursuant to Section
                           17 hereof, the Company agrees to indemnify and hold
                           harmless the Executive and each person, if any, who
                           controls or may control the Executive within the
                           meaning of the Act (the Executive and any such other
                           persons being hereinafter referred to individually as
                           an "Indemnified Person" and collectively as
                           "Indemnified Persons") from and against all demands,
                           claims, actions or causes of action, assessments,
                           losses, damages, liabilities, costs, and expenses,
                           including, without limitation, interest, penalties,
                           and reasonable attorneys fees and disbursements,
                           asserted against, resulting to, imposed upon or
                           incurred by such Indemnified Person, jointly or
                           severally, directly or indirectly (hereinafter
                           referred to in this Section 18(f) in the singular as
                           a "claim" and in the plural as "claims"), based upon,
                           arising out of, or resulting from any untrue
                           statement or alleged untrue statement of a


                                       15
<PAGE>   17

                           material fact contained in the registration
                           statement, any preliminary or final prospectus
                           contained therein, or any amendment or supplement
                           thereto, or any document incident to registration or
                           qualification of any such shares, or any omission or
                           alleged omission to state therein a material fact
                           necessary to make the statements made therein, in the
                           light of the circumstances under which they were
                           made, not misleading, or any violation by the Company
                           of the Act of any state securities or Blue Sky Laws,
                           except insofar as such claim is based upon, arises
                           out of or results from information developed or
                           certified by the Executive for use in connection with
                           the registration statement or arises out of or
                           results from the omission of information known to the
                           Executive prior to the violation or alleged
                           violation. The Executive agrees to indemnify and hold
                           harmless the Company, its officers and directors, and
                           each person, if any, who controls or may control the
                           Company within the meaning of the Act (the Company,
                           its officers and directors, and any such persons also
                           being hereinafter referred to individually in this
                           context as an "Indemnified Person" and collectively
                           as "Indemnified Persons"(from and against all claims
                           based upon, arising out of, or resulting from any
                           untrue statement of a material fact contained in the
                           registration statement, or any omission to state
                           therein a material fact necessary in order to make
                           the statement made therein, in the light of the
                           circumstances under which they were made, not
                           misleading, to the extent that such claim is based
                           upon, arises out of, or results from information
                           developed or certified by the Executive for use in
                           connection with the registration statement or arises
                           out of, or results from an omission of information
                           known to the Executive prior to the violation or
                           alleged violation; provided, however, that the
                           maximum amount of liability in respect of such
                           indemnification shall be limited to an amount equal
                           to the net proceeds actually received by the Company
                           or the Executive from the sale of such shares
                           effected pursuant to such registration. The
                           indemnifications set forth herein shall be in
                           addition to any liability the Company or the
                           Executive may otherwise have to the Indemnified
                           Persons. Promptly after actually receiving definitive
                           notice of any claim in respect of which an
                           Indemnified Person may seek indemnification under
                           this Section 18(f), such Indemnified Person shall
                           submit written notice thereof to either the Company
                           or the Executive, as the case may be (sometimes being
                           hereinafter referred to as an "Indemnifying Person").
                           The omission of the Indemnified Person so to notify
                           the Indemnifying Person of any such claim shall not
                           relieve the Indemnifying Person from any liability it
                           may have hereunder except to the extent that (a) such
                           liability was caused or increased by such omission,
                           or (b) the ability of the Indemnifying Person to
                           reduce such liability was materially adversely
                           affected by such omission. In addition, the omission
                           of the Indemnified Person to notify the Indemnifying
                           Person of any such claim shall not relieve the
                           Indemnifying Person to notify the Indemnifying Person
                           of any such claim shall not relieve the Indemnifying


                                       16
<PAGE>   18

                           Person from any liability it may have otherwise
                           hereunder. The Indemnifying Person shall have the
                           right to undertake, by counsel or representatives of
                           its own choosing, the defense, compromise or
                           settlement (without admitting liability of the
                           Indemnified Person) of any such claim asserted, such
                           defense, compromise or settlement to be undertaken at
                           the expense and risk of the Indemnifying Person, and
                           the Indemnified Person shall have the right to engage
                           separate counsel, at its own expense, whom counsel
                           for the Indemnifying Person shall keep informed and
                           consult with in a reasonable manner. In the event the
                           Indemnifying Person shall elect not to undertake such
                           defense by its own representatives, the Indemnifying
                           Person shall give prompt written notice of such
                           election tot he Indemnified Person, and the
                           Indemnified Person shall give prompt written notice
                           os such election to the Indemnified Person, and the
                           Indemnified Person shall undertake the defense,
                           compromise or settlement (without admitting liability
                           of the Indemnified Person) thereof on behalf of and
                           for the account and risk of the Indemnifying Person
                           by counsel or other representatives designed by the
                           Indemnified Person. In the event that any claim shall
                           arise out of a transaction or cover any period or
                           periods wherein the Company and the Executive shall
                           each be liable hereunder for part of the liability or
                           obligation arising therefrom, then the parties shall,
                           each choosing its own counsel and bearing its own
                           expenses, defend such claims, and no settlement or
                           compromise of such claim may be made without the
                           joint consent or approval of the Company and the
                           Executive. Notwithstanding the foregoing, no
                           Indemnifying Person shall be obligated hereunder with
                           respect to amounts paid in settlement of any claim if
                           such settlement is effected without the consent of
                           such Indemnifying Person (which consent shall not be
                           unreasonably withheld).

         19.      Definitions. For purposes of this Agreement, the following
                  terms shall have the following meanings:

                  a.       "Accrued Compensation" shall mean the aggregate
                           amount of all amounts earned or accrued through the
                           Termination Date but not paid as of the Termination
                           Date including (i) base salary and other amounts set
                           forth in Sections 3.e., f., g., and h., (ii)
                           reimbursement for expenses incurred by the Executive
                           on behalf of the Company during the period ending on
                           the Termination Date and not otherwise reimbursed
                           hereunder, and (iii) bonuses and incentive
                           compensation (other than the Pro Rata Bonus).

                  b.       "Act" shall mean the Securities Act of 1933, as
                           amended.

                  c.       "Adequate Justification" shall mean the occurrence
                           after a Change in Control of any of the following
                           events or conditions: (i) a material failure of the


                                       17
<PAGE>   19

                           Company to comply with the terms of this Agreement;
                           (ii) any relocation of the Executive outside the
                           Atlanta, Georgia metropolitan area; or (iii) other
                           than as provided for herein, the removal of the
                           Executive from the position and/or duties described
                           above or any other substantial diminution in the
                           Executive's authority or the Executive's
                           responsibilities that is not approved by a majority
                           of the members of the Board.

                  d.       "Bonus Amount" shall mean the greater of (i) the most
                           recent annual bonuses paid or payable to the
                           Executive, or (ii) the average of the annual bonuses
                           paid or payable to the Executive during all previous
                           fiscal years ended prior to the Termination Date.

                  e.       "Business" shall mean the design, development,
                           marketing and implementation of electronic banking
                           software and services for financial institutions.

                  f.       "Bylaws" shall mean the Bylaws of the Company, as
                           amended, supplemented or otherwise modified form time
                           to time.

                  g.       "Cause" shall mean the occurrence of any of the
                           following:

                           1.       any act that constitutes, on the part of the
                                    Executive, fraud or gross malfeasance of
                                    duty; provided, however, that such conduct
                                    shall not constitute Cause:

                                    (1.)     unless (1) there shall have been
                                             delivered to the Executive a
                                             written notice setting forth with
                                             specificity the reasons that the
                                             Board believes the Executive's
                                             conduct constitutes the criteria
                                             set forth in clause (i), (2) the
                                             Executive shall have been provided
                                             the opportunity, if such behavior
                                             is susceptible to cure, to cure the
                                             specific inappropriate behavior
                                             within 30 days following written
                                             notice, (3) after such 30-day
                                             period, the Board of Directors
                                             determines that the behavior has
                                             not been cured, and (4) the
                                             termination is evidenced by a
                                             resolution adopted in good faith by
                                             two-thirds of the members of the
                                             Board (other than the Executive);
                                             or

                                    (2.)     if such conduct (1) was believed by
                                             the Executive in good faith to have
                                             been in or not opposed to the
                                             interests of the Company, and (2)
                                             was not intended to and did not
                                             result in the direct or indirect
                                             gain to or personal enrichment of
                                             the Executive; or


                                       18
<PAGE>   20


                           (ii)     the conviction (from which no appeal may be
                                    or is timely taken) or plea of other than
                                    "not guilty" of the Executive of a felony or
                                    misdemeanor if such misdemeanor involves
                                    moral turpitude; or

                           (iii)    the material breach of this Agreement by the
                                    Executive, upon forty-five (45) days written
                                    notice thereof and chance to cure therein.

                  b.       A "Change in Control" shall mean the occurrence
                           during the Term of any of the following events:

                           (i)      An acquisition (other than directly from the
                                    Company) of any voting securities of the
                                    Company (the "Voting Securities") by any
                                    "Person" (as the term "person" is used for
                                    purposes of Section 13(d) or 14(d) of the
                                    Securities Exchange act of 1934 (the "1934
                                    Act")) immediately after which such Person
                                    has "Beneficial Ownership" (within the
                                    meaning of Rule 13d-3 promulgated under the
                                    1934 Act) of 35% or more of the combined
                                    voting power of the Company's then
                                    outstanding Voting Securities; provided,
                                    however, that in determining whether a
                                    Change in Control has occurred, Voting
                                    Securities that are acquired in a
                                    "Non-Control Acquisition" (as defined below)
                                    shall not constitute an acquisition that
                                    would cause a Change in Control. A
                                    "Non-Control Acquisition" shall mean an
                                    acquisition by (1) an employee benefit plan
                                    (or a trust forming a part thereof)
                                    maintained by (x) the Company or (y) any
                                    corporation or other Person of which a
                                    majority of its voting power or its equity
                                    securities or equity interest is owned
                                    directly or indirectly by the Company (a
                                    "Subsidiary"), (2) the Company or any
                                    Subsidiary, or (3) any Person in connection
                                    with a "Non-Control Transaction" (as defined
                                    below);

                           (ii)     The individuals who, as of the date of the
                                    Initial Public Offering, are members of the
                                    Board (the "Incumbent Board") cease for any
                                    reason to constitute at least two-thirds of
                                    the Board following the date of the Initial
                                    Public Offering; provided, however, that if
                                    the election, or nomination for election by
                                    the Company's stockholders, of any new
                                    director was approved by a vote of at least
                                    two-thirds of the Incumbent Board, such new
                                    director shall, for purposes of this
                                    Agreement, be considered as a member of the
                                    Incumbent Board; provided, further, however,
                                    that no individual shall be considered a
                                    member of the Incumbent Board if such
                                    individual initially assumed office as a
                                    result of either an actual or threatened
                                    "Election Contest" (as described in Rule
                                    14a-11 promulgated under the 1934 Act) or
                                    other actual or threatened solicitation of
                                    proxies or consents by or on behalf of a
                                    Person other than the Board (a "Proxy
                                    Contest") including


                                       19
<PAGE>   21

                                    by reason of any agreement intended to avoid
                                    or settle any Election contest or Proxy
                                    Contest; or (1)


                           (iii)    Approval by stockholders of the Company of:

                                    (A.)     A merger, consolidation, or
                                             reorganization involving the
                                             Company, unless

                                             (1)      the stockholders of the
                                                      Company, immediately
                                                      before such merger,
                                                      consolidation or
                                                      reorganization, own,
                                                      directly or indirectly,
                                                      immediately following such
                                                      merger, consolidation or
                                                      reorganization, own at
                                                      least two-thirds of the
                                                      combined voting power of
                                                      the outstanding voting
                                                      securities of the
                                                      corporation resulting form
                                                      such merger or
                                                      consolidation or
                                                      reorganization (the
                                                      "Surviving Corporation")
                                                      in substantially the same
                                                      proportion as their
                                                      ownership of the Voting
                                                      Securities immediately
                                                      before such merger,
                                                      consolidation or
                                                      reorganization, and

                                             (2)      the individuals who were
                                                      members of the Incumbent
                                                      Board immediately prior to
                                                      the execution of the
                                                      agreement providing for
                                                      such merger, consolidation
                                                      or reorganization
                                                      constitute at least
                                                      two-thirds of the members
                                                      of the board of directors
                                                      of the Surviving
                                                      Corporation.

                                                      (A transaction described
                                                      in clauses (1) and (2)
                                                      shall herein be referred
                                                      to as a "Non-Control
                                                      Transaction")

                           (B)      A complete liquidation or dissolution of the
                                    Company; or

                           (C)      An agreement for the sale or other
                                    disposition of all or substantially all of
                                    the assets of the Company to any Person
                                    (other than a transfer to a Subsidiary).


                  Notwithstanding anything contained in this Agreement to the
                  contrary, if the Executive's employment is terminated prior to
                  a Change in Control and the Executive reasonably demonstrates
                  that such termination (A) was at the request of a third party
                  who has indicated an intention or taken steps reasonably
                  calculated to effect a Change in Control and who effectuates a
                  Change in Control (a "Third Party") or (B) otherwise occurred
                  in connection with, or in anticipation of, a Change in Control
                  that actually occurs, then for


                                       20
<PAGE>   22

                  all purposes of this Agreement, the date of a Change in
                  Control with respect to the Executive shall mean the date
                  immediately prior to the date of such termination of the
                  Executive's employment.

         i.       "Compensation Committee" shall mean the compensation committee
                  of the Board.

         j.       "Competing Business" shall mean any business that, in whole or
                  in part, is the same or substantially the same as the
                  Business, unless such Business is operated and/or conducted by
                  an affiliate of the Company.

         k.       "Disability" shall mean the inability of the Executive to
                  perform substantially all of his current duties as required
                  hereunder for a continuous period of 90 days because of mental
                  or physical condition, illness or injury.

         l.       "Initial Public Offering" shall mean the closing of the first
                  public offering of the Company's common stock registered under
                  the Act in which aggregate proceeds to the Company, net of all
                  underwriting discounts and commissions and other expenses of
                  issuance and distribution as stated in the prospectus relating
                  to such offering, are equal to at least twelve million dollars
                  ($12,000,000).

         m.       "Notice of Termination" shall mean a written notice of
                  termination from the Company or the Executive, as the case may
                  be, that specifies an effective date of termination, indicates
                  the specific termination provision in this Agreement relied
                  upon, and sets forth in reasonable detail the facts and
                  circumstances claimed to provide a basis for termination of
                  the Executive's employment under the provision so indicated.

         n.       "Pro Rata Bonus" shall mean an amount equal to the Bonus
                  Amount multiplied by a fraction the numerator of which is the
                  number of days in the fiscal year through the Termination Date
                  and the denominator of which is 365.

         o.       "Successors and Assigns" shall mean a corporation or other
                  entity acquiring all or substantially all the assets and
                  business of the Company (including this Agreement), whether by
                  operation of law or otherwise.

         p.       "Termination Date" shall mean, in the case of the Executive's
                  death, his date of death, and in all other cases, the date
                  specified in the Notice of Termination.

                          [Continued on the next page.]


                                       21
<PAGE>   23




         IN WITNESS WHEREOF, the Company and Executive have caused this
Agreement to be executed, effective as of the Effective Date.



                                COMPANY:

                                NETZEE, INC.


                                by:  /s/ Glenn W. Sturm
                                    ---------------------------------------


                                Name: Glen W. Sturm
                                    ---------------------------------------


                                Title: Chief Executive Officer
                                    ---------------------------------------




                                EXECUTIVE:


                                 /s/ Richard S. Eiswirth, Jr.
                                --------------------------------------------
                                RICHARD S. EISWIRTH, JR.



                                       22