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                                                                    Exhibit 10.8
                              EMPLOYMENT AGREEMENT
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     This Employment Agreement (the "Agreement") is made this 12th day of
February, 1999, by and between Activeworlds.com, Inc., a corporation organized
under the laws of the State of Delaware, having its principal offices at 4
Middle Street, Newburyport, Massachusetts 01950 (the "Employer"), and Roland
Vilett of Berkeley, California (the "Employee").  This Agreement supersedes any
and all prior employment agreements between the Employer and Employee, whether
written or oral, and the terms of such prior agreements shall hereafter be
deemed to be null and void and of no continuing effect.

     WHEREAS, the Employer and Employee are desirous of entering into an
Employment Agreement, to replace all prior employment agreements, whether
written or oral, which have been entered into between the Employee and the
Employer;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Employer and the
Employee agree as follows:

     1. Employment.  The Employer hereby agrees to employ the Employee, and the
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Employee hereby accepts employment, all upon the terms, conditions and covenants
set forth in this Agreement.

     2. Duties.  The Employer hereby employs the Employee to serve as its Lead
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Computer Programmer and in such other capacities as Employer may request him to
hold from time to time, with all powers and duties customarily associated with
such positions.  The Employee shall be required to devote an average of 40 hours
per week to his duties hereunder.

     3. Term. Subject to Section 11, the term of this Agreement shall begin on
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the date hereof and, unless terminated sooner pursuant to Section 11, shall
continue until January 20, 2005 (the "Term"). The Term shall automatically be
renewed for an additional three (3) year period unless, not later than 90 days
prior to the expiration of the Term, the party desiring to terminate this
Agreement shall have notified the other in writing of its intention to
terminate, which in the case of the Employer shall be authorized by the
Employer's Board of Directors.

     4. Compensation and Benefits.
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        (a) In each year of this Agreement the Employer shall pay to the
Employee an annual base salary, which in the first year of the Term shall be in
the amount of One Hundred Thousand Dollars ($100,000.00). In each subsequent
year the base salary shall automatically be increased by ten percent (10%), from
the amount of salary payable in the immediately preceding year or by such
greater amount as is determined by the Board of Directors. In no event shall the
annual base salary be reduced. The payment of the annual salary shall be made in
accordance with the Employer's general payroll policies and shall be prorated
for any partial years of employment hereunder. The Board of Directors shall have
the right to increase, but not decrease, the annual salary from year to year,
and, in its discretion, to pay bonuses to the Employee as it deems appropriate.


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         (b) In addition to such other stock option rights as have heretofore
been granted to the Employee, the Employee shall be granted options to purchase
from the Employer up to One Hundred Seventy Five Thousand (175,000) shares of
the Employer's authorized but unissued common stock, $0.001 par value (the
"Common Stock"), at an exercise price of $6.125 per share, which options are
subject to the terms and conditions to be set forth more specifically in a Stock
Option Agreement between the Employer and Employee.

         (c) The Employee shall be entitled to participate (to the extent that
he is eligible) in all other employee benefits, if any, provided by the Employer
for its employees, which may include participation in any qualified pension or
profit sharing plan, eligibility for participation in any group life, health
(including family dependent coverage), dental and eye care benefits. If a
"change in control" occurs (as defined in Section 13), the Employee may choose,
within one year following the event giving rise to the change in control, to
receive instead of any regularly-provided employee benefit or other benefit
provided for hereunder, the similar benefit provided by the Employer prior to
such event, if any, for the balance of the Term hereunder. If there is no
benefit then provided which is similar to a previously-provided employee
benefit, or if the benefit elected by the Employee cannot be provided by the
Employer, then the Employer (or its successor) shall pay the Employee, no less
than monthly, as additional compensation, a cash amount equal to the value of
the benefit to the Employee. This provision shall survive any termination of
this Agreement.

     5.  Vacation and Conventions. The Employee shall be entitled each year to
four weeks of paid vacation, prorated for any partial year. In addition, the
Employee will be entitled to leaves of absence, at full pay, for attendance at
conventions, seminars or as otherwise reasonably determined by the Employee and
reasonably approved in advance of such leaves of absence by the Employer.
Employer acknowledges as of the date hereof, Employee has accrued four (4) weeks
of paid vacation.

     6.  Reimbursement for Expenses. The Employer shall reimburse the Employee
for reasonable items of travel, entertainment or meals incurred while working
outside of the Employee's principal office, and reasonable miscellaneous
expenses incurred or paid by the Employee in the performance of his duties under
this Agreement (including conventions and seminars provided the same have been
approved by Employer in advance), upon presentation by the Employee of such
expense statements, vouchers or other supporting information as the Employer may
reasonably require.

     7.  Office.  The Employer shall provide the Employee with administrative
assistance, office equipment and supplies and such other facilities and services
as are necessary to the Employee's position and required for the performance of
his duties.

     8.  Non-Competition.

         (a) Employee agrees that, to the fullest extent permitted by law,
 during the Term of this Agreement and for the period of one (1) year after the
 date of termination of employment with Employer (for whatever reasons),
 Employee will not conduct business with Employer's customers, or act in any
 manner to solicit business from such customers or seek to hire any employee of
 the Employer or induce any person to leave the employ of the Employer.

         (b) In the event of a breach or threatened breach of the provisions in
 this clause, Employer shall be entitled to an injunction restraining such
 breach, it being recognized than any injury arising from a breach would be
 irreparable and would have no adequate remedy at law; but nothing herein shall
 be construed as prohibiting Employer from pursuing any other remedy available
 for such breach or threatened breach. In the event that Employee breaches or
 threatens a breach of this Agreement, Employer shall be entitled to have its
 reasonable legal fees and costs paid by the Employee for any legal services
 relating to the breach or threatened breach.

         (c) The parties hereto believe that these restrictive covenants are
 reasonable and are in no way intended to restrict Employee, upon termination of
 his employment with Employer, from continuing to earn a living, as an employee,
 in his prior trade, business specialty or other area of prior experience.
 However, if at any time it shall be determined by any court of competent
 jurisdiction that this covenant or any portion of it, as written, is
 unenforceable because the restrictions are unreasonable, the parties hereto
 agree that such portions as shall have been determined to be unreasonably
 restrictive shall thereupon be deemed so amended as to make such restrictions
 reasonable in the determination of such court, and the said covenants, as so
 modified, shall be enforceable and enforced between the Parties to the same
 extent as if such amendments had been made prior to the date of any alleged
 breach of said covenants. For purposes of this paragraph 8, the term Employer
 shall include all present affiliates, subsidiaries or parent companies of
 Employer.

     9.  Withholding. The Employer shall withhold or deduct from the Employee's
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compensation any amounts required by law to be so withheld or deducted.

    10.  Termination.  This Agreement shall be terminated (except for those
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obligations of the Employer which by their terms survive termination) by the
occurrence of any of the following:

         (a)  The Employee's death.

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         (b) The action by the Board of Directors following the Employee's
"disability". For this purpose, "disability" means a physical or mental illness
or other incapacity which prevents the Employee from performing substantially
all of his duties for a period of twelve (12) months. For purposes of this
Agreement, disability shall be deemed a continuation of any prior disability if
the disability is related to the prior disability and commences within four (4)
months of the termination of the prior disability. Disability, and any relation
to any prior disability, shall be determined by a physician mutually acceptable
to the parties to this Agreement or appointed by a court having personal
jurisdiction over the Employee.

         (c) Action of the Board of Directors of the Employer for Cause. "Cause"
is defined as the occurrence of any of the following events: (i) Employee's
willful and material breach of this Agreement, repeated after written notice of
such breach has been given to Employee; (ii) Employee's refusal or intentional
failure to carry out the reasonable directives of the Board of Directors; (iii)
Employee's habitual gross neglect of a substantial portion of his duties
hereunder, which has not been cured by the Employee within 30 days after prior
written notice thereof is given by the Employer to the Employee; and (iv) the
Employee's conviction of a felony. In no event shall "cause" be deemed to mean
the Board of Director's mere

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disagreement, after the fact, with any lawful action undertaken by the Employee
in the good faith exercise of his business judgment.

         (d) Upon the written notice of the Employee to Employer with "good
reason", effective upon Employer's receipt of said notice. "Good reason" is
defined as a material breach of this Agreement by the Employer and includes, but
is not limited to, any decrease in the salary or benefits provided to the
Employee or relegating the Employee to duties which are unrelated to or at a
lower level of responsibility than those currently performed by Employee.
Provided, however, that for the purposes of this Section 11(e) the term Employer
shall include (A) the surviving entity in the event of any merger between the
Employer and another entity; or (B) any company holding at least a majority of
the outstanding common stock of the Employer, in the event that a controlling
interest in the shares of the Employer were acquired by any other entity.

         (e) Upon Employee's written notice of termination given to Employer
(given for any reason, or no reason), termination to be effective upon the date
set forth in said notice, such date to be not less than 90 days following the
date of said notice.

     11. Confidential and Proprietary Information.
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         (a) Employee covenants and agrees that he shall not publish, disclose
to any third party or in any way use for his own benefit or the benefit of third
parties any confidential information, including without limitation, the
Employer's business plan, any balance sheet or income statement information
(including but not limited to the value, amount or condition of capital assets
and/or inventory, sales figures, profitability, etc.), or any other financial
data, banking information, credit information, trade strategies, trade secrets,
marketing techniques, methodologies , computer software or computer code,
financial statements or related data, customer lists or information pertaining
to customers or distribution methods, existing and intended markets, property
acquisition opportunities and listings, litigation strategies or status (except
to the extent a matter of public record), employee information, the Employer's
ownership, and any other confidential information concerning the Employer's
business, structure or affairs, without the prior written approval of the
President or Chief Financial Officer of the Employer. All such confidential
information shall be the sole and exclusive property of the Employer.

         (b) The nondisclosure obligations of this Agreement shall not be
imposed with known in the industry at large or to the general public by means of
publication or otherwise, but shall be imposed regarding information which may
have been communicated to the Employee, directly or indirectly, by officers,
Directors or other employees of the Employer, whether rightfully or wrongfully;
provided, however, that the combination of any such information which is exempt
from the nondisclosure obligations of this agreement with other information
which is subject to the nondisclosure obligations of this agreement shall make
such combination in its entirety subject to such nondisclosure obligations
unless such specific combination itself falls within one of the above-stated
exceptions. The nondisclosure obligations of this agreement also shall not apply
to the legal counsel, accountants and other agents of the Employee, to the
extent necessary to assist the Employee in evaluating his rights and duties
under this Agreement; provided that any such party shall be informed of and
deemed bound by the terms hereof, and the Employee shall indemnify the

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Employer and hold it harmless for any violation hereof by any such attorney,
accountant or other agent.

         (c) Upon termination of his employment with the Employer for any
reason, the Employee shall forthwith deliver to the Employer and return, and
shall not retain, any originals and copies of any books, papers, customer or
client contracts, customer lists, files, computer software, computer code and
data bases, books of account, notes and other documents and data or other
writings, tapes or records of the Employer, regardless of form, format or media,
maintained by or in the possession of the Employee, all of which are hereby
agreed to be the property of the Employer.

         (d) Any and all inventions, processes, procedures, systems,
discoveries, designs, configurations, technology, works of authorship (including
but not limited to computer programs or computer code), trade secrets and
improvements (whether or not patentable and whether or not they are made,
conceived or reduced to practice during working hours or using the Employer's
data or facilities) (collectively the "Inventions") which the Employee makes,
conceives, reduces to practice, or otherwise acquires during the Term of this
Agreement (either solely or jointly with others), and which are related to the
Employer's present or planned business, services or products, shall be the sole
property of the Employer and shall at all times and for all purposes be regarded
as acquired and held by the Employee in a fiduciary capacity for the sole
benefit of the Employer. All Inventions that consist of works of authorship
capable of protection under copyright laws shall be prepared by the Employee as
works made for hire, with the understanding that the Employer shall own all of
the exclusive rights to such works or authorship under the United States
copyright law and all international copyright conventions and foreign laws. The
Employee hereby assigns to the Employer, without further compensation, all such
Inventions and any and all patents, copyrights, trademarks, trade names or
applications therefor, in the United States and elsewhere, relating thereto.

     12. Change in Control Defined.  A "change in control" occurs upon the
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occurrence of one of the following events, but only if the Employee elects,
within one year thereafter, to have such event treated as a change in control:

         (a) An event that would be required to be reported in response to Item
5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange
Act of 1934 (the "exchange Act"), or any successor thereof, assuming the
Employer was a reporting company or was otherwise required to file reports under
the Exchange Act.

         (b) Any "person" (as such terms is defined in Sections 13(d) and
14(d)(2) of the Exchange Act) who is not currently an owner of securities of the
Employer, is or becomes the beneficial owner, directly or indirectly, of
securities of the Employer representing 20% or more of the combined voting power
of the Employer's then outstanding securities pursuant to a tender offer or
otherwise.

         (c) During any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the Employer cease
for any reason to constitute at least a majority thereof unless the election of
each director, who was not a

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director at the beginning of the period, was approved by a vote of at least two-
thirds of the directors then still in office who were directors at the beginning
of the period.

     13. Notice. Any notices required to be given pursuant to the provisions of
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this Agreement shall be in writing and delivered by hand delivery, express
delivery service or by certified mail return receipt requested to the parties at
the following addresses:

      Employer:  Activeworlds.com, Inc.
                 4 Middle Street
                 Newburyport, MA  01950

      Employee:  Roland Vilett
                 1373 Francisco Street
                 Berkeley, CA   94702

     14. Successors; Binding Effect.
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         (a) The Employer shall require any successor (whether direct or
indirect by purchase of assets, purchase or exchange of stock, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Employer, by agreement in form and substance satisfactory to the
Employee, to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Employer would be required to perform it
if no such succession had taken place. Failure of the Employer to obtain such
agreement prior to the effectiveness of any such succession shall be a breach of
this Agreement. As used in this Agreement, "Employer" shall mean
Activeworlds.com, Inc. and any successor to the business and/or assets of
Activeworlds.com, Inc. which executes and delivers the agreement provided for in
this Section 14(a) or which otherwise becomes bound by all of the terms and
provisions of this Agreement by operation of law.

         (b) This Agreement and all rights of the Employee hereunder shall inure
to the benefit of and be enforceable by the administrators, successors, heirs,
distributees, devisees and legatees of the Employee. If the Employee should die
prior to the payment to him of any amounts due him hereunder, all such payments
shall be made in accordance with this Section 14(b).

     15. Arbitration. At the election of the Employee, any dispute respecting
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this Agreement, whether commenced by the Employer or Employee may be resolved by
arbitration before a three person panel of independent arbitrators pursuant to
the Commercial Rules of the American Arbitration Association ("AAA"). Any
arbitration compelled pursuant to this section shall be held at the AAA office
in Oakland, California. Employee shall be entitled to a stay of any legal
proceeding instituted by the Employer, with the exception of the injunctive
relief referred to in Section 16, in the event that an election to arbitrate
pursuant to this Section is made.

     16. Injunctive Relief.  Employee acknowledges that in certain situations
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Employer would not have any adequate remedy at law in the event Employee
breaches this Agreement and that Employer will suffer irreparable damage and
injury in such event.  Employee agrees that Employer, in addition to any other
available rights and remedies available hereunder (including

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without limitation, incidental and consequential damages), and notwithstanding
the provisions of Section 17 hereof, shall be entitled to equitable relief,
including an injunction restricting Employee from committing or continuing any
violation of this Agreement. Any action to seek an injunction pursuant to this
Section 18 may be brought in a court of competent jurisdiction in Boston,
Massachusetts and the parties hereto consent to the venue and jurisdiction of
such court.

     17. Authority. Each party represents that its undersigned representative or
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corporate officer has all requisite power and authority to enter into this
agreement and to execute any and all instruments and documents on its behalf
necessary to and in performance of their respective obligations hereunder.

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

     19. Severability.  If any provisions of this Agreement shall be held to be
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invalid or unenforceable to any extent or in any application, then the remainder
of this Agreement and such term and condition, except to such extent or in such
application, shall not be affected thereby, and each and every term and
condition of this Agreement shall be valid and enforced to the fullest extent
and in the broadest application permitted by law.

     20. Headings.  The Section and paragraph headings contained herein are for
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convenience and reference only, and shall be given no effect in the
interpretation of any term or condition of this Agreement.

     21. Miscellaneous. This Agreement is entered into and shall be construed
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under the laws of the State of California applicable to contracts made and to be
entirely performed within that State. In the event that, notwithstanding Section
15 hereof, any litigation relating to this Agreement is held to be permissible,
the venue thereof shall be in the appropriate court with jurisdiction over the
matter in dispute for the county in which the Employee resides at the time of
the filing of the lawsuit in question. This Agreement shall be amended, modified
or terminated only by an instrument in writing, signed by the party or parties
to be charged. This Agreement shall inure to the benefits of the parties and
their successors in interest. This Agreement is the entire agreement of the
parties relating to the employment of the Employee by the Employer and
supersedes all previous written or oral agreements.

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     IN WITNESS WHEREOF the parties have executed this Agreement under seal the
day and year first above written.

EMPLOYEE:                ACTIVEWORLDS.COM, INC.


______________           ____________________________________
Roland Vilett            Richard F. Noll, President

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