Employment Agreement, Dated July 26, 2000

EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into by and between NETZEE, INC., a Georgia corporation (the "Company") and CATHERINE G. SILVER, an individual resident of the State of Georgia (the "Executive"), to be effective as of the 26th day of July, 2000 (the "Effective Date).


The Executive is currently employed by the Company as the Company's President and General Manager. The Company and the Executive desire to adopt this Agreement in consideration for the outstanding efforts and achievements of the Executive during her employment with the Company.


In this regard, the Company desires to continue the employment of the Executive as its President and General Manager, and the Executive is willing to continue to serve the Company on the terms and conditions provided herein.


Defined Terms: Capitalized terms used in this Agreement that are not otherwise defined herein are defined at Section 18 hereof.


1. Employment. The Company hereby employs the Executive, and the Executive
hereby agrees to serve the Company, as the President and General
Manager of the Company, upon the terms and conditions set forth herein.
The Executive shall have such authority and responsibilities as are
consistent with her position as provided herein and as may be set forth
in by Bylaws or assigned by the Chief Executive Officer of the Company
(the "CEO") from time to time. The Executive shall report to the CEO.


The Executive shall devote her full business time, attention, skill,
and efforts to the performance of her duties hereunder, except during
periods of illness or periods of vacation and leaves of absence
consistent with Company policy. This employment relationship between
the Executive and the Company shall be exclusive; provided, however,
the Executive may devote reasonable periods of time (and be exclusively
entitled to all compensation and other income related thereto) to
continue to provide consulting services to other persons and
organizations, to serve as a director or advisor to other
organizations, to perform charitable and other community activities,
and to manage her personal investments; provided, further, however,
that such activities do not interfere with the performance of her
duties hereunder and are not adverse to the interests of the Company.


Unless otherwise agreed to by the Executive, the Executive shall be
headquartered at the Company's offices in and around Atlanta, Georgia
but shall do such traveling as is reasonably required of her in the
performance of her duties.


2. Term. Unless earlier terminated as provided herein, the Executive's
employment under this Agreement shall commence as of the Effective Date
and shall continue until August 31, 2002 (the "Initial Term"). This
Agreement and the Executive's employment


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hereunder shall automatically continue for successive one-year periods
(the "Extended Term"), with Executive to receive a minimum of seven
percent (7%) increase to the Executive's then existing bas salary (as
described at Section 3.a. below) at the beginning of each successive
year. (The Initial Term and the Extended Term shall be individually and
collectively referred to herein as the "Term.")


3. Compensation Benefits.


a. The Company shall pay to the Executive a base salary at a rate
of not less than $200,000 per annum, in accordance with the
salary payment practices of the Company in effect from time to
time.


On or before each September 15 of the Term (beginning
September 1, 2000) the CEO (or Compensation Committee) shall
review the base salary of the Executive and increase (but not
decrease) such base salary by an amount determined in the
discretion of the CEO (or Compensation Committee).


b. During the Term, the Executive shall be eligible to
participate in any management incentive programs established
by the Company and to receive incentive compensation based
upon achievement of targeted levels of performance and such
other criteria as the CEO (or Compensation Committee) may
establish from time to time. In addition, the CEO (or the
Compensation Committee) shall annually consider (on or before
each September 15) the Executive's performance and determine
if additional bonus is appropriate.


c. The Executive may participate in any executive stock incentive
plans established by the Company from time to time and shall
be eligible for the grant of stock options, stock, and/or
other awards provided thereunder. Additionally, the Board (or
the Compensation Committee), upon recommendation by the CEO,
shall annually consider (on or before each September 15) the
Executive's performance and determine if additional grants of
stock options, stock, and/or other awards are appropriate. Any
grants of stock options shall be described in and subject to
the terms and conditions of a separate stock option agreement
between the Company and the Executive.


d. The Executive shall continue to participate in all retirement,
welfare, deferred compensation, life and health insurance
(including health insurance for Executive's spouse and his
dependants), and other benefit plans or programs of the
Company now or hereafter applicable to the Executive or
applicable generally to executives of the Company or to a
class of executives that includes senior executives of the
Company; provided, however, that during any period during the
Term that the Executive is subject to a Disability, and during
the 180-day period of physical or mental infirmity leading up
to the Executive's Disability, the amount of the Executive's
compensation provided under Section 3.a. shall be reduced by
the sum of the amounts, if any, paid to the Executive for the
same period under any disability benefit or pension plan of
the company or any of its subsidiaries.


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e. The Company shall provide to the Executive an automobile owned
or leased by the Company of a make and model appropriate to
the Executive's status (in the reasonable business judgment of
the Executive) or, in lieu thereof at the Executive's option,
shall provide the Executive with a monthly allowance of not
less than $800 to partially cover the cost of an automobile
owned or leased by the Executive.


f. The Executive shall be entitled to four (4) weeks paid
vacation (in addition to Company-wide holiday periods) each
year during the Term, to be taken in accordance with the
Company's vacation policies for executives, as in effect from
time to time.


g. The Company shall reimburse the Executive's expenses for dues
and capital assessments (but not initiation fees) of one (1)
country and (1) dining club membership currently held (or to
be held) by the Executive; provided, however, that if the
Executive during the term of her employment with the Company
ceases her membership in any such clubs and any bonds or other
capital payments made by the Company are repaid to the
Executive, the Executive shall pay over such payments to the
Company.


h. The Company shall reimburse the Executive for first-class
travel and accommodations, seminar, and other expenses related
to the Executive's duties that are incurred and accounted for
in accordance with the practices of the company, as in effect
from time to time.


Upon the prior approval of the CEO, the Executive shall be
entitled to personal use of assets of the company, free of
charge or assessment, whether or not such personal use is
separate or in conjunction with a business purpose.


i. The Company agrees that the Executive shall be entitled to
invest in venture capital and similar investments whether or
not the Company also participates in such investments.


4. Termination.


a. The Executive's employment under this Agreement may be
terminated prior to the end of the Initial Term, or if
extended, the Extended Term, only as follows:


i. upon the death of the Executive;


ii. by the Company due to the Disability of the Executive
upon delivery of a Notice of Termination to the
Executive;


iii. by the Company for Cause upon delivery of a Notice of
Termination to the Executive;


iv. by the Company without Cause upon delivery of a
Notice of Termination;


v. following a Change in Control, by the Executive upon
delivery of a Notice of Termination to the Company
within a 90-day period beginning on the 30th day


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after any occurrence of a Change in Control or within
a 90-day period beginning on the one year anniversary
of the occurrence of any Change in Control;


vi. by the Executive upon a material breach of this
Agreement by the Company, upon delivery of a Notice
of Termination to the Company at least thirty (30)
days prior to the Termination Date and chance to cure
therein; and


vii. by the Executive upon submitting her resignation in
writing to the Company at least thirty (30) days
prior to the Termination Date.


b. If the Executive's employment with the Company shall be terminated
during the Term (i) by reason of the Executive's death, or (ii) by the
Company for Disability or Cause, the company shall pay to the Executive
(or in the case of her death, the Executive's estate) within 15 days
after the Termination Date, a lump sum cash payment equal to the
Accrued Compensation and, if such termination is other than by the
Company for Cause, the Pro Rata Bonus.


c. If the Executives employment with the Company shall be terminated
during the Term pursuant to Sections 4.a (iv), (v), or (vi), the
Executive shall be entitled to all of the following:


i. the Company shall pay to the Executive in cash, as a lump-sum,
within 15 days of the Termination Date, an amount equal to all
Accrued Compensation and the Pro Rata Bonus;


ii. the Company shall pay to the Executive in cash, as a lump-sum,
within 15 days of the Termination Date, an amount equal to the
base salary (as described in Section 3.a.), then in effect,
that would otherwise have been payable to the Executive during
the Term if such Term was not earlier terminated; provided,
however, if the otherwise remaining Term is less than 365
days, such remaining Term shall automatically be deemed to be
365 days;


iii. the Company shall pay to the Executive in cash, as a lump-sum,
within 15 days of the Termination Date an amount equal to the
product of the Bonus Amount, multiplied by the number of
months that were otherwise remaining in the Term, divided by
12;


iv. the Company shall pay to the Executive in cash, as a lump-sum,
within 15 days of the Termination Date, an amount equal to
those amounts described in Sections 3.e. and 3.g. that would
have otherwise been payable during the Term if such Term was
not earlier terminated;


v. upon a Termination Date occurring prior to the earlier of (A)
an Initial Public Offering, or (B) the date in which the
Company becomes subject to the reporting requirements set
forth in the Securities Exchange Act of 1934, the Company
shall, within 15 days after the Termination Date, offer to
repurchase all of the Company's capital stock and other debt
and securities of the


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Company (collectively, the "Company Equity") then owned by the
Executive, at a purchase price equal to the Fair Market Value
of such Company Equity, as determined in accordance with the
provisions below. The question of the Fair Market Value of the
Company Equity shall be submitted to three impartial and
reputable appraisers. The Executive and the Company shall each
select one appraiser, and such appraisers shall select a
third, independent appraiser. The three appraisers shall
thereafter proceed as expeditiously as possible to determine
(by concurrence of a majority of such appraisers) the Fair
Market Value of the Company Equity, and the appraisers shall
deliver an appraisal report to the Executive and the Company
as soon as practicable after it is completed. The
determination of the question of the Fair Market Value of the
Company Equity by such appraisers shall be final and binding
on the Executive and the Company for purposes of this
Agreement. The Company shall pay the reasonable fees and
expenses of such appraisers. For the purposes hereof, "Fair
Market Value" shall mean the relevant percentage of the fair
value of the business of the Company represented by the
Company Equity as to which such determination is being made,
which shall be determined on a going concern basis and as
between a willing seller and a willing buyer, taking into
account the Company's financial condition, performance, market
share and other relevant criteria, but not taking into account
the absence of a public market for the shares or that the
shares constitute a minority interest in the Company.


d. The Executive shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or
otherwise, and no such payment shall be offset nor reduced by the
amount of any compensation or benefits provided to the Executive in any
subsequent employment.


e. In the event that any payment or benefit (within the meaning of Section
280G(b)(2) of the Internal Revenue Code of 1986, as amended (the
"Code")) to the Executive or for her benefit paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise in connection with, or arising out of, her employment with
the Company or a change in ownership or effective control of the
Company or of a substantial portion of its assets (a "Payment" or
"Payments"), would be subject to the excise tax imposed by Section 4999
of the Code and/or any interest or penalties are incurred by the
Executive with respect to such excise tax (such excise tax, together
with any such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax"), then the Executive shall promptly
receive an additional payment (a "Gross-Up Payment") in an amount such
that after payment by the Executive of all taxes (including any
interest or penalties, other than interest and penalties imposed by
reason of the Executive's failure to file timely a tax return or pay
taxes shown due on her return, imposed with respect to such taxes and
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