The effective date of this Agreement by and between EMARKETPLACE, INC., a Delaware corporation (the
"Company"), and BRIAN P. BURNS, JR. (the "Officer") is entered into as of December 31, 1999.
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 VICE PRESIDENT -
ADMINISTRATION/CORPORATE DEVELOPMENT and Officer hereby accepts employment by the
Company upon the terms and conditions set forth herein, with the authority and responsibilities customarily
afforded the VICE PRESIDENT - ADMINISTRATION/CORPORATE DEVELOPMENT of a company.
Officer shall faithfully and diligently assist in the development and direction 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 to the Chief Executive Officer and Board of Directors of the Company. Officer shall devote
full time, energy, and skill to the business of the Company (and its subsidiaries) and to the promotion of the
Company's best interests, except for vacations, and absences made necessary because of illness; provided,
however, Officer may devote a reasonable amount of time to his duties with TopTeam, Inc. and Gateway
Advisors, Inc. The primary place of employment shall be at the Company's principal offices in San Jose, CA.
2. TERM. The term of this Agreement shall commence December 31, 1999, and shall expire December 31,
2005, unless sooner terminated as hereinafter set forth (the