The effective date of this Agreement by and between TOPTEAM, INC , a Delaware corporation (the
"Company"), and ROBERT M. WALLACE (the "Officer") shall be effective as of January 1, 2000.
WHEREAS, the Company desires to employ Officer, and Officer desires to accept such employment with the
Company upon the terms and conditions set forth herein,
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the Company
and the Officer agree as follows:
1. EMPLOYMENT AND DUTIES. The Company hereby employs Officer as CHAIRMAN OF THE
BOARD and Officer hereby accepts employment by the Company upon the terms and conditions set forth
herein, with the authority and responsibilities customarily afforded the CHAIRMAN OF THE BOARD of a
company. Officer shall faithfully and diligently develop and direct all aspects of the Company's business plan and
reporting requirements that the Company's Board of Directors may adopt, in accordance with the Company's
bylaws, and do and perform all acts in the ordinary cause of the Company's business (with such limits as the
Board of Directors of the Company may prescribe) necessary and conducive to the Company's best interests.
Officer shall report directly to the Board of Directors of the Company. Officer shall devote a reasonable amount
of his time, energy, and skill to the business of the Company (and its subsidiaries) and to the promotion of the
Company's best interests. Provided, however, the parties hereto acknowledge Officer's substantial duties and
obligations as an officer of eMarketplace, Inc. and Gateway Advisors, Inc. and agree that Officer may dedicate a
substantial portion of his time undertaking such duties and obligations. The primary place of employment shall be
at the Company's offices in San Jose, CA.
2. TERM. The term of this Agreement shall commence January 1, 2000, and shall expire December 31, 2005,
unless sooner terminated as hereinafter set forth (the "Term"). This Agre