Vice President, Marketing and Business Development Employment Agreement - Jay Sears

CYBERNET DATA SYSTEMS, INC. 5 RIVER ROAD SUITE 130

WILTON, CONNECTICUT 06987

VOICE: 203-834-6282

FAX: 203-834-6280

EMAIL: susan@edgar-online.com



May 19, 1997



Mr. Jay Sears 2373 Broadway Apt. 830 New York, NY 10024



Dear Jay:



This letter serves as a letter of understanding between Cybernet Data Systems, Inc. (the "Company") and you concerning your employment by the Company.



1. The Company shall employ you, and you shall serve the company as Vice President, Marketing and Business Development. Your responsibilities will include the promotion of the Company's products and services and the development of key business relationships.



2. As consideration for your services, you shall be entitled to receive compensation as follows:



a) Base salary at the rate of $80,000 per year.



b). 16,000 shares of stock, representing approximately .20% in the

Company after the first 90 days of service (effective August 19, 1997)

with the Company. Should any liquidity event (ex. a public or private

sale of the Company) takes place prior to this 90 day term, ownership

of the 16,000 shares will become immediate.



c). Within 180 days, the Company intends to establish a plan for

employees to accumulate greater shares of stock in the Company, and you

will be a beneficiary of such a plan.



d). You are eligible for a discretionary bonus, and that if and when

such a bonus program is formalized in any manner, you will be a

beneficiary of such a plan.



e). Your employment shall begin on May 27, 1997 and shall continue

until termination by either party upon not less ...