EMPLOYMENT AGREEMENT

This Agreement made and entered into this 1st day of March, 2000, by and between
Rimmer Computer, Inc., and Merlin Gunderson. The parties recite that:

A. Employer is engaged in information  systems and electronic  commerce services
and maintains business premises at 7579 East Main Street, Scottsdale, AZ 85251.

B.  Employee is willing to be employed by  employer,  and employer is willing to
employ  employee,  on the terms and conditions  hereinafter  set forth.  For the
reasons  set forth  above,  and in  consideration  of the mutual  covenants  and
promises of the parties  hereto,  employer  and  employee  covenant and agree as
follows:

1. AGREEMENT TO EMPLOY AND BE EMPLOYED

Employer hereby employs employee at the above-mentioned  premises,  and employee
hereby accepts and agrees to such  employment.  The initial job title is that of
Treasurer.

2. DESCRIPTION OF EMPLOYEE'S DUTIES

Subject to the supervision and pursuant to the orders,  advice, and direction of
employer, employee shall perform such duties as are customarily performed by one
holding such position in other  businesses or enterprises of the same or similar
nature as that engaged in by employer.  Employee shall additionally  render such
other and  unrelated  services and duties as may be assigned to him from time to
time by employer.

3. MANNER OF PERFORMANCE OF EMPLOYEE'S DUTIES

Employee shall at all times  faithfully,  industriously,  and to the best of his
ability,  experience, and talent, perform all duties that may be required of and
from him pursuant to the express and implicit  terms hereof,  to the  reasonable
satisfaction  of employer.  Such duties shall be rendered at the above mentioned
premises  and at such  other  place or places as  employer  shall in good  faith
require or as the interests,  needs,  business,  and  opportunities  of employer
shall require or make advisable.

4. DURATION OF EMPLOYMENT

The term of  employment  shall  be 1 years,  commencing  on March 1,  2000,  and
terminating March 1, 2001,  subject,  however, to prior termination as otherwise
provided herein.

5. COMPENSATION; REIMBURSEMENT

Employer shall pay employee and employee agrees to accept from employer, in full
payment for employee's  services  hereunder,  compensation  at the rate of sixty
thousand Dollars  ($36,000) per annum,  payable $3,000 per month,  with a salary
review at the six month  point  and  annually  thereafter.  In  addition  to the
foregoing,   employer  will  reimburse  employee  for  any  and  all  necessary,
customary,  and usual expenses incurred by him while traveling for and on behalf
of the  employer  pursuant to  employer's  directions.  Salary  reviews will not
result in a decreased compensation rate.
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6. EMPLOYEE'S LOYALTY TO EMPLOYER'S INTERESTS

Employee shall devote all of his time,  attention,  knowledge,  and skill solely
and exclusively to the business and interests of employer, and employer shall be
entitled to all benefits,  emoluments,  profits, or other issues arising from or
incident  to any and all  work,  services,  and  advice  of  employee.  Employee
expressly agrees that during the term hereof he will not be interested, directly
or indirectly, in any form, fashion, or manner, as partner,  officer,  director,
stockholder,  advisor,  employee, or in any other form or capacity, in any other
business similar to employer's business or any allied trade, except that nothing
herein  contained  shall be deemed to prevent or limit the right of  employee to
invest any of his surplus funds in the capital stock or other  securities of any
corporation whose stock or securities are publicly owned or are regularly traded
on any public exchange, nor shall anything herein contained by deemed to prevent
employee from investing or limit employee's right to invest his surplus funds in
real estate.

7. NONCOMPETITION

The  Employee  shall not, at any times  during the period  hereof,  and for four
years from the date of  termination of this  Agreement,  directly or indirectly,
within a  geographic  area of 100 miles,  engage in, or become  involved in, any
competitive or similar business as that of the within Employer.

8. NONDISCLOSURE OF INFORMATION CONCERNING BUSINESS

Employee will not at any time, in any fashion,  form, or manner, either directly
or  indirectly  divulge,  disclose,  or  communicate  to any  person,  firm,  or
corporation in any manner  whatsoever any  information of any kind,  nature,  or
description  concerning  any matters  affecting  or relating to the  business of
employer,  including,  without limitation,  the names of any its customers,  the
prices  it  obtains  or has  obtained,  or at  which  it  sells  or has sold its
products,  or any other  information  concerning  the business of employer,  its
manner of  operation,  or its  plans,  p or other date of any kind,  nature,  or
description  without regard to whether any or all of the foregoing matters would
be deemed  confidential,  material,  or important.  The parties hereby stipulate
that,  as between them,  the  foregoing  matters are  important,  material,  and
confidential,  and gravely  affect the effective and  successful  conduct of the
business  of  employer,  and its good will,  and that any breach of the terms of
this section is a material breach of this agreement.

9. OPTION TO TERMINATE ON PERMANENT DISABILITY OF EMPLOYEE

Not withstanding anything in this agreement to the contrary,  employer is hereby
given the option to terminate  this  agreement in the event that during the term
hereof  employee shall become  permanently  disabled,  as the term  "permanently
disabled" is  hereinafter  fixed and defined.  Such option shall be exercised by
employer giving notice to employee by registered mail,  addressed to him in care
of employer at the above stated  address,  or at such other  address as employee
shall designate in writing,  of its intention to terminate this agreement on the
last day of the month during which such notice is mailed.  On the giving of such
notice this  agreement and the term hereof shall cease and come to an end on the
last day of the month in which the  notice is  mailed,  with the same  force and
effect as if such last day of the month  were the date  originally  set forth as
the termination  date. For purposes of this agreement,  employee shall be deemed
to have become  permanently  disabled  if,  during any year of the term  hereof,
because of ill health, physical or mental disability, or for other causes beyond
his control,  he shall have been continuously unable or unwilling or have failed
to perform his duties hereunder for thirty (30) consecutive  days, or if, during
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any year of the term  hereof,  he shall have been  unable or  unwilling  or have
failed to perform  his duties for a total  period of thirty  (30) days,  whether
consecutive  or not.  For the  purposes  hereof,  the term "any year of the term
hereof" is defined to mean any period of 12 calendar  months  commencing  on the
first  day of  January  and  terminating  on the  last  day of  December  of the
following year during the term hereof.

10. EMPLOYEE'S COMMITMENTS BINDING ON EMPLOYER ONLY ON WRITTEN CONSENT

Employee shall not have the right to make any contracts or other commitments for
or on behalf of employer without the written consent of employer.

11. CONTRACT TERMS TO BE EXCLUSIVE

This  written  agreement  contains  the sole and entire  agreement  between  the
parties,  and supersedes any and all other agreements  between them. The parties
acknowledge  and agree  that  neither of them has made any  representation  with
respect to the subject matter of this agreement or any representations  inducing
the  execution  and  delivery   hereof  except  such   representations   as  are
specifically  set forth herein,  and each party  acknowledges  that he or it has
relied on his or its own judgment in entering  into the  agreement.  The parties
further  acknowledge  that  any  statements  or  representations  that  may have
heretofore  been  made by  either of them to the other are void and of no effect
and that  neither  of them has  relied  thereon  in  connection  with his or its
dealings with the other.

12. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING

No waiver or  modification of this agreement or of any covenant,  condition,  or
limitation  herein  contained shall be valid unless in writing and duly executed
by the  party  to be  charged  t  Furthermore,  no  evidence  of any  waiver  or
modification  shall be  offered  or  received  in  evidence  in any  proceeding,
arbitration,  or litigation between the parties arising out of or affecting this
agreement,  or the rights or  obligations  of any party  hereunder,  unless such
waiver or modification is in writing, duly executed as aforesaid. The provisions
of this paragraph may not be waived except as herein set forth.

13. CONTRACT GOVERNED BY LAW

This agreement and  performance  hereunder shall be construed in accordance with
the laws of the State of Arizona.

14. BINDING EFFECT OF AGREEMENT

This  agreement  shall be binding on and inure to the benefit of the  respective
parties and their  respective  heirs,  legal  representatives,  successors,  and
assigns.

Executed on the date first above written.

/s/                 , Employer    Date 3/1/00
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/s/                 , Employee    Date 3/1/00
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Source: OneCLE Business Contracts.