Employment Agreement

         AGREEMENT  dated as of April 1, 1999 between  NetAmerica  International
Corporation (the "Company") and Doug Cole (the "Employee").

              The Company and the Employee agree as follows:

              1. Employment.  (a) The Company hereby employs the Employee as its
Chairman,  and the Employee  accepts such  employment  and agrees to perform the
services described in this Section 1 in accordance with this Agreement.
              (b) The Employee shall provide services and business advice to the
Company  as  needed by the  Company  from  time to time  during  the term of the
Employee's  employment,  include without  limitation  identification of business
acquisition  opportunities,  the  provision of strategic  advice  regarding  the
Company's  business  generally,  detailed  review of the Company's  business and
operating  plans,  advice  regarding  and (as  required)  representation  of the
Company in  negotiations  with sources of debt and equity  financing,  potential
acquisition  targets  and others,  and such  assistance  as the Chief  Executive
Officer or the Board of  Directors of the Company may require from time to time.
In the  execution  of his  duties,  the  Employee  shall  report to the Board of
Directors.  The Employee is hereby also engaged to serve,  without  compensation
other than that provided in this Agreement,  as a member of, and as Chairman of,
the Board of Directors of the Company  during the term of Employee's  employment
with the  Company.  The  Employee  shall use his best  efforts  to  promote  the
interest of the Company.

              2. Term.  The Employee's  employment  shall begin on April 1, 1999
and continue until the term of the Employee's  employment is terminated pursuant
to Section 5.

              3.  Compensation.  (a)  Base  Salary.  For  the  duration  of  the
Employee's  employment,  the Employee shall be paid a base salary of $14,000 per
calendar  month.  The base  salary  shall be  prorated  for  actual  periods  of
employment that are less than a calendar month,  and shall be payable monthly in
arrears.
              (b) Stock Options. The Company shall issue to the Employee options
to  purchase  100,000  shares of common  stock of the Company at $1.60 per share
("Options")  upon  commencement  of the term of the Employee's  employment.  The
Company and the  Employee  shall enter into a mutually  acceptable  stock option
agreement as promptly as practicable, which shall provide that:

              (i) All Options shall be vested and exercisable on issuance as set
    forth above,  and shall be exercisable for a period of 5 years from the date
    of issuance.

              (ii)The  Employee  shall  have the  option at any time to effect a
    cashless  exercise of all  Options  that are then issued and vested (but not
    less than all).  Such  cashless  exercise  shall be based  upon the  average
    closing  bid price of the shares for a 30-day  period  ending on the day one
    business day prior to the date of notice of exercise  (the  "Market  Price")
    and shall constitute a conversion of the exercised  Options into such number
    of shares  whose  value at the Market  Price is equal to the  "in-the-money"
    value of the  Options  exercised.  The  "in-the-money"  value of the Options
    means (x) the  aggregate  value of all shares  issuable  on  exercise of the
    Options,  at the Market  Price,  minus (y) the  aggregate  price  payable on
    exercise of the Options.

              (iii) The  Employee  shall from time to time enter into  customary
    "lock-ups" or restrictions on trading securities of Company at the request
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    of  underwriters  of  securities  of the  Company,  on terms and  conditions
    substantially  similar  to  those  agreed  to  by  directors  and  principal
    shareholders of the Company.

Such  agreement  shall also contain terms and  conditions  customary for similar
issuances  of options  (including  without  limitation  provisions  by which the
number of shares and exercise  price for the Options would be adjusted for stock
splits,  recapitalizations,   and  be  subject  to  customary  to  anti-dilution
protections).

         (c) Discretionary Bonus. The Company may pay the Employee cash bonuses,
in amounts to be determined by the Board of Directors of the Company (other than
the Emplyee) or a compensation committee of the Board of Director, of up to 100%
of his salary.  The determination of the amount of such bonus will be determined
by Board of Directors of the Company or its  compensation  committee in its sole
discretion.

        (d) Special Fundraising Bonus. The Company shall pay the Employee a cash
bonus of $125,000  upon the receipt by the  Company,  on or before  December 31,
1999 of at least  $3,000,000  aggregate net proceeds from borrowing and issuance
of debt or equity securities.

         (e)Special  Acquisition  Bonus.  Upon  completion  of each  transaction
pursuant  to  which  the  Company  acquires  all  of the  common  stock  of,  or
substantially all of the customers of, another entity, the Company shall pay the
Employee a bonus in cash or in kind of 1% of the aggregate consideration paid by
the Company in such transaction, in the same form in which the Company paid such
consideration in such transaction.  It is understood that the Company's Board of
Directors will determine  whether to pursue or complete a financing  transaction
or  acquisition,  and in  making  such  determination  the Board  shall  have no
obligation to the Employee,  but shall act in accordance with its fiduciary duty
to Company's shareholders generally.

         4. Other Benefits. (a) General Programs. The Employee shall be entitled
to participate in the employee benefit programs established by the Company, such
as medical, pension, disability and life insurance plans, to the extent that the
Employee  is  eligible  for such  benefits  in  accordance  with  the  Company's
policies,  as they may be changed from time to time.  Nothing in this  Agreement
requires the adoption or maintenance of any such  arrangements or plans. So long
as the Company is not providing medical  insurance to the Employee,  the Company
will  reimburse  the  Employee for all  reasonable  costs he incurs in obtaining
medical insurance coverage (pursuant to COBRA or otherwise).

              (b)  Expense  Reimbursement.   The  Company  shall  reimburse  the
    Employee for reasonable expenses  necessarily incurred in the performance of
    the  Employee's  duties  that are  pre-approved  and  otherwise  incurred in
    accordance with the Company's policies.

              (b) Indemnification. The Company shall indemnify and hold harmless
    the  Employee  from and  against  losses,  liabilities  and  claims of third
    parties  to the  maximum  extent  to  which  the  Company  is  permitted  by
    applicable  law to indemnify  the Employee as an officer and director of the
    Company, provided that the Company shall have no obligation to indemnify the
    Employee against losses, claims or liabilities arising out of the Employee's
    breach of this  Agreement or the willful  misconduct or gross  negligence of
    the Employee.

              5.  Termination by the Company.  (a)  Termination  For Cause.  The
Company may terminate  immediately  the Employee's  employment  with the Company
(and the Company's  obligations  under this Agreement) for Cause.  "Cause" means
any of the following:  (i) breach of the Employee's obligations hereunder,  (ii)
commission of fraud or material deception, whether or not in connection with the
Employee's  employment by the Company,  (iii) commission of a criminal  offense,
whether or not in connection with the Employee's employment by the Company, (iv)
destruction or theft of the Company's property or (v) use by the Employee of

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<PAGE>

drugs or alcohol to an extent that impairs the Employee's performance hereunder.
Upon termination of the Employee's  employment  pursuant to this subsection,  or
upon the death of the Employee,  all  obligations of the Company to pay fees and
compensation  and provide  benefits to the  Employee,  and the  Company's  other
obligations hereunder, shall cease.

              (b)  Termination  Without  Cause.  The  Company  may at  any  time
terminate the  Employee's  employment  with the Company  without  cause.  If the
Company  elects to terminates  the  Employee's  employment  without  cause,  the
Company  shall  provide the  Employee  with written  notice of such  election (a
"Notice of Termination  Without Cause"),  setting forth the day such termination
will be effective (which may be the date of such notice or any time thereafter).
Notwithstanding any such termination,  the Company shall pay to the Employee his
base salary pursuant to Section 3(a) for the remainder of the Severance  Period,
including without  limitation the portion of the Severance Period (if any) after
the termination of the Employee's  employment becomes effective.  The "Severance
Period"  means the period  beginning  on the date the Company  gives  Employee a
Notice of Termination  Without Cause and ending 180 days thereafter (or upon the
earlier  termination with Cause). Such payments shall be made monthly in arrears
in accordance with the Company's normal payroll practices,  and shall be subject
to appropriate  deductions and  withholding.  The Company may elect to terminate
the  Employee's  employment  earlier  than  the  date  stated  in  a  Notice  of
Termination  Without Cause, but shall remain obligated to make payments pursuant
to this subsection for the remainder of the Severance  Period.  Upon termination
of the Employee's employment pursuant to this subsection, all obligations of the
Company to pay  compensation  and provide  benefits to the Employee,  other than
payment of base salary as set forth above in this Section, shall cease.

             6. Covenant Not To Compete. During the period beginning on the date
hereof and ending on termination of the Employee's  employment  with the Company
(or, if later, at the end of the Severance  Period),  the Employee covenants and
agrees that the Employee shall not:

              (a) directly or indirectly manage,  operate,  control,  serve as a
       employee  to,  be  employed  by,  participate  in,  own or  invest in any
       business  which  competes  with  the  Company  (except  for  the  passive
       ownership  of up to  5%  of  the  common  stock  of  any  publicly-traded
       company);

              (b)  hire,  offer  to hire,  entice  away or in any  other  manner
       persuade or attempt to  persuade  any  officer,  employee or agent of the
       Company to alter or discontinue his or her relationship with the Company;

              (c) directly or indirectly solicit,  divert, or attempt to solicit
       or divert any customers or business of the Company; or

              (d) directly or indirectly solicit, divert, or in any other manner
       persuade or attempt to persuade  any  supplier or the Company to alter or
       discontinue its relationship with the Company.

The Company and the Employee  agree that this provision does not impose an undue
hardship on the Employee and is not injurious to the public; that this provision
is necessary  to protect the valuable  goodwill and the business of the Company;
that the nature of the Employee's responsibilities with the Company under this

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<PAGE>

Agreement require the Employee to have access to confidential  information which
is valuable and confidential to the Company;  and that the scope of this Section
is reasonable in terms of length of time and geographic scope.

              7.  Confidentiality.  The Employee  acknowledges that by reason of
his  employment,  he will  have  access to trade  secrets  and  confidential  or
proprietary  information  belonging to the Company and its affiliates (including
without  limitation  Maroon Bells Capital  Partners,  Inc. and its  affiliates),
including  but not limited  to:  subscriber  lists,  potential  subscribers  and
methods of identifying potential  subscribers,  marketing plans, business plans,
long range plans, contract terms,  compensation  information,  other information
about  users (and  potential  users) of the  Company's  products  and  services,
financial information,  computer programs and pricing and cost information.  The
Employee  agrees that during the  Employee's  employment  and for an  indefinite
period  after  termination  of his  employment  (whether  by the  Company or the
Employee and whether with or without  Cause) the Employee  shall not directly or
indirectly  use,  reveal  or  divulge  any  trade  secrets  or  confidential  or
proprietary  information  belonging  to the  Company or its  affiliates  for any
reason.  The  Employee's  obligation  under this provision is in addition to any
obligations  the Employee has under  applicable  law. The Employee agrees not to
violate in any way the rights that the Company or affiliates have with regard to
trade secrets or proprietary or confidential information.

              8. Remedies.  Notwithstanding  other  provisions of this Agreement
regarding dispute resolution,  the Employee agrees that the Employee's violation
of either  Sections  6 or 7 of this  Agreement  would  cause the  Company or its
affiliates  irreparable  harm  which  would  not be  adequately  compensated  by
monetary  damages,  and that an injunction may be granted by any court or courts
having  jurisdiction,  restraining  the Employee from  violation of the terms of
this  Agreement,  upon any  breach  or  threatened  breach  by the  Employee  of
obligations set forth in either Section 6 or 7. The preceding sentence shall not
be  construed  to limit the Company or its  affiliates  from any other relief or
damages to which it may be entitled to as a result of the  Employee's  violation
of any  obligation  owed the Company  under law or provision of this  Agreement,
including either Section 6 or 7.

              9.  Dispute  Resolution.  Any  controversy,  claim or  dispute  of
whatever  nature  arising  out of or relating to this  Agreement,  whether  such
controversy,  claim or dispute is based upon statute, contract, tort, common law
or otherwise, and whether such controversy, claim or dispute existed prior to or
arises after the date of this Agreement (any such controversy,  claim or dispute
being a "Dispute"),  shall be resolved in  accordance  with the  procedures  set
forth in this  Section  9,  which  procedures  shall  be the sole and  exclusive
procedures for the resolution of any Disputes  (except as otherwise  provided in
Section 8).

              All Disputes  shall be resolved by  arbitration  in San Francisco,
California,  in accordance with the then current Non-Administered  International
Arbitration Rules & Commentary of the CPR Institute by a sole arbitrator who has
had  both  training  and  experience  as an  arbitrator  of  general  corporate,
commercial  and  employment  matters  and who is and for at least  ten years has
been,  a  partner,  shareholder  or  member in a law firm.  If the  Company  and
Employee cannot agree on an arbitrator, then the arbitrator shall be selected by
the President of the CPR Institute in accordance  with the criteria set forth in
the preceding sentence. The arbitrator may decide any issue as to whether, or as
to the extent to which, any Dispute is subject to the arbitration and other

                                      -4-
<PAGE>

dispute resolution  provisions in this Agreement.  The arbitrator must: (i) base
and render his or her award on the  provisions of this Agreement and (ii) render
his or her award in a writing  including an  explanation of the reasons for such
award and the provisions of this Agreement supporting such award.  Judgment upon
the  award  rendered  by the  arbitrator  may be  entered  by any  court  having
jurisdiction thereof. The statute of limitations  applicable to the commencement
of a lawsuit  shall  apply to the  commencement  of an  arbitration  under  this
subsection.  The  Employee  acknowledges  and agrees that the  Employee has been
given the  opportunity  to negotiate this  provision.  No exercise of any rights
under  this  Section  9 shall  limit the right of the  Company  or the  Employee
pursuant  to this  Agreement  to  commence  any  judicial  proceeding  to obtain
injunctive  relief.  Reasonable  attorneys'  fees and  expenses  of  arbitration
incurred in any Dispute  relating to the  interpretation  or enforcement of this
Agreement shall be paid by the prevailing party in such Dispute.

              10.  Representation of the Employee.  The Employee  represents and
warrants to the Company that the  Employee is free to enter into this  Agreement
and that he does not have any  commitment,  arrangement or  understanding  to or
with any party which restrains or is in conflict with the Employee's performance
of the  covenants,  services  and duties  provided  for in this  Agreement.  The
Employee agrees to indemnify the Company and to hold it harmless against any and
all  liabilities  or claims  arising  out of breach of this  representation  and
warranty.

              11.  Miscellaneous.  (a) Notices. All notices,  requests and other
communications to any party hereunder shall be in writing  (including  facsimile
transmission or similar writing) and shall be given,

              if to the Employee:
              -------------------


              Telecopier:

              if to the Company:
              ------------------
              c/o


              Telecopier:

              with a copy to:
              ---------------
              Scot J. Johnston
              Dorsey & Whitney LLP
              1420 Fifth Avenue
              Seattle, Washington 98101

or such other address or telecopier  number as such party may hereafter  specify
for the  purpose by notice to the  others.  Each such  notice,  request or other
communication  shall be  effective  (a) if given by mail,  72 hours  after  such
communication  is  deposited  in the mails with  first  class  postage  prepaid,
addressed  as  aforesaid  or (b)  otherwise,  when  delivered  at the address or
received at the telecopier number specified in this Section.  Failure to provide
a copy of any notice to a person that is not a party to this Agreement shall not
affect the effectiveness of the notice to such party.

                                       -5-
<PAGE>

              (b)  Amendment;  No Waivers;  Integration.  Any  provision of this
Agreement may be amended or waived if, and only if, such  amendment or waiver is
in writing and signed, in the case of an amendment, by each party hereto, or, in
the case of a waiver,  by the party  against whom the waiver is to be effective.
No failure or delay by any party in  exercising  any right,  power or  privilege
hereunder  shall  operate  as a waiver  thereof  nor shall any single or partial
exercise  thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.  The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by law.
This Agreement, together with the exhibits and schedules hereto, constitutes the
entire agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements,  understandings and negotiations,  both written
and oral,  among any of the parties with  respect to the subject  matter of this
Agreement.

              (c)  Assignment.  Neither  party  hereto may  assign,  delegate or
otherwise  transfer any of its  obligations or rights or obligations  under this
Agreement, provided that the Company may assign its rights and obligations under
this Agreement to a successor by sale, merger or liquidation,  if such successor
carries on the Company's business substantially in the form in which it is being
conducted at the time of the sale, merger or liquidation.

              (d)  Disclosure.  The Employee  agrees to reveal the terms of this
Agreement  to any future  employer or  potential  employer of the  Employee  and
authorizes the Company, at its election, to make such disclosure.

              (e) Right of Set-off.  By accepting this  Agreement,  the Employee
consents to a deduction from any amounts the Company owes the Employee from time
to time (including amounts owed to the Employee as wages or other  compensation,
or  vacation  pay,  as well as any other  amounts  owed to the  Employee  by the
Company), to the extent of the amounts the Employee owes the Company. Whether or
not the Company  elects to make any set-off in whole or in part,  if the Company
does not  recover by means of set-off  the full  amount  the  Employee  owes it,
calculated as set forth above, the Employee agrees to pay immediately the unpaid
balance to the Company.

              (f)  Severability.  In  the  event  that  any  provision  of  this
Agreement  or  compliance  by any of the  parties  with  any  provision  of this
Agreement shall  constitute a violation of any law, or be unenforceable or void,
then such provision,  to the extent only that it is in violation of law, void or
unenforceable, shall be deemed modified to the extent necessary so that it is no
longer  unenforceable,  void or in violation of law. If such modification is not
possible,  said provision, to the extent that it is in violation of law, void or
unenforceable,  shall be deemed severable from the remaining  provisions of this
Agreement, which provisions shall remain binding on the parties.

              (g)  Governing  Law.  This  Agreement  shall  be  governed  by and
construed in accordance with the laws of the State of California.

              (h)  Headings.The  headings  and  captions in this  Agreement  are
included  for  convenience  of  reference  only  and  shall  be  ignored  in the
construction or interpretation hereof.

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


                                       -6-
<PAGE>

              IN WITNESS  WHEREOF,  the parties have executed and delivered this
Agreement as of the date hereof.
                                     NETAMERICA INTERNATIONAL CORPORATION



                                     By________________________________
                                     Title:



                                     --------------------------------
                                     DOUG COLE


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