ABLEAUCTIONS COM INC
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>


                                                                    EXHIBIT 10.1


                              EMPLOYMENT AGREEMENT

THIS AGREEMENT is made effective the 26th day of July, 2000.

BETWEEN:

          SURPLUS OFFICE SYSTEMS,  LLC, a limited company incorporated under the
          laws of  Washington  and  having an office  located  at 543 - 5701 6th
          Avenue South, Seattle, Washington, 98108

          - and -

          ABLE AUCTIONS  (1991) LTD., a company  incorporated  under the laws of
          British  Columbia  and  having  an  office  located  at 1963  Lougheed
          Highway, Coquitlam, British Columbia, V3K 3T8

          (collectively, the "Company")

                                                               OF THE FIRST PART

AND:

          BRETT JOHNSTON, of 2996 Spuraway Avenue, Coquitlam,  British Columbia,
          V3C 2E3

          (the "Employee")

                                                              OF THE SECOND PART

WHEREAS:

A.  The   Company   is   engaged   in  the   business   of  the   manufacturing,
re-manufacturing, and retail sales of office furniture (the "Business");

B. The Employee has  represented  to the Company that he is qualified to provide
management services to the Company in connection with the Business; and

C. The Company  wishes to employ the Employee to provide  those  services to the
Company on the terms and subject to the following conditions;

NOW  THEREFORE  THIS  AGREEMENT  WITNESSES  that the parties  mutually  agree as
follows:

1. EMPLOYMENT

1.1 Subject to the terms and conditions of this  Agreement,  the Company employs
the Employee to perform the duties set out in section 2.1.

1.2 The Employee's obligation to perform the duties and the Company's obligation
to pay the  remuneration  to the  Employee  will  commence on July 26, 2000 (the
"Effective Date") and will continue for a term of three years from the Effective
Date unless earlier terminated in accordance with Article 5 (the "Term").


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1.3 At the end of the Term,  the parties may renew this Agreement in writing for
a further term of three years or as the parties otherwise agree.

2. DUTIES

2.1 The  Employee  will use his best  efforts to manage the  Business in the San
Francisco  Bay Area and to perform any other  duties and  functions  that may be
directed by the Company's Board of Directors (the "Duties").

2.2 The  Employee  will  perform  the Duties in a  diligent,  professional,  and
efficient manner to preserve and enhance the Company's  corporate image and will
faithfully devote his full time,  effort,  and ability to the performance of the
Duties.

3. REMUNERATION

3.1 The  Company  will pay the  Employee  a base  annual  salary of  US$125,000,
payable  in  bi-monthly  instalments  of  US$5,208.33  (less  applicable  source
deductions)  on the 15th day (or the  business day  immediately  before the 15th
day,  if the latter is not a  business  day) and the last  business  day of each
month during the Term.

3.2 The  Company  will also pay the  Employee a bonus at the end of each  fiscal
year equal to the positive amount, if any, calculated as follows:

     2% of gross sales of the Business  generated in the San  Francisco Bay Area
     in that fiscal year, minus US$125,000 (the annual base salary)

     Where the Employee performs  services  hereunder for less than 12 months in
any fiscal  year,  the  calculation  of 2% of gross  sales will be based only on
sales  achieved  during those months of services and the amount to be subtracted
will be the total amount of salary  actually  paid to the Employee  during those
months.

     Despite the foregoing,  the bonuses will only be payable to the extent that
the Business  remains  profitable  in the San  Francisco Bay Area in that fiscal
year,  and any bonuses  payable will be reduced as appropriate if payment of the
entire  bonus  earned  would  result in the  Business  suffering a loss for that
fiscal year. Gross sales and  profitability  will be calculated for the purposes
of this section in accordance with generally accepted accounting principles.

3.3 The  Company  will  reimburse  the  Employee  for all  travelling  and other
expenses,  including  expenses  incurred  by the  Employee  in moving to the San
Francisco Bay Area up to a maximum of CDN$5,000,  actually and properly incurred
by him in connection with the Duties. The Employee will provide the Company with
receipts and statements for all expenses at the Company's request.

3.4  Ableauctions.com,  Inc.  (the  "Parent  Company")  will  also  grant to the
Employee,  subject to  regulatory  approval,  an  incentive  stock  option  (the
"Option") to acquire  100,000  shares of its common  stock (the  "Shares") at an
exercise price of US$8.66 per Share,  exercisable in stages for three years from
the date of grant of the Option as follows:

     (a)  the  first  33,333  Shares  may be  purchased  on or after  the  first
          anniversary of the date of grant;

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     (b)  the  second  33,333  Shares  may be  purchased  on or after the second
          anniversary of the date of grant; and

     (c)  the  final  33,334  Shares  may be  purchased  on or after  the  third
          anniversary of the date of grant.

          The  Parent  Company  and the  Employee  will  enter  into a  separate
incentive  stock  option  agreement  setting  out in more  detail  the terms and
conditions of the Option.

3.5 Unless the Company  has a vehicle  available  for the  Employee's  use,  the
Employee will provide,  maintain, and use his own vehicle for the performance of
the Duties.  The Company will pay the Employee a vehicle allowance of US$500 per
month.

3.6 During the Term,  the  Employee  will be  entitled  to a total of four weeks
vacation in each calendar year and the Employee  agrees to take vacations at the
times that the President of the Company may reasonably  approve having regard to
the Company's operations.

3.7 The Employee will be entitled to participate in any medical or other benefit
plans or  programs  that may be  established  by the  Company  during  the Term,
provided that:

     (a)  the Employee will contribute US$200 per month toward monthly premiums;
          and

     (b)  the Company  will  contribute  not more than  US$800 per month  toward
          monthly  premiums  in respect of the  Employee,  his  spouse,  and any
          children.

3.8 The Company  will  continue to pay the  premiums  and any other costs of the
life insurance  policy for the Employee and the  beneficiary of such policy will
remain the Employee's wife.

4. RELATIONSHIP OF THE PARTIES

4.1 The Duties are personal in character  and the Employee  cannot assign either
this  Agreement  or any rights or  benefits  arising  under this  Agreement.  In
performing  the  Duties,  the  Employee  will  operate as and have the status of
employee  and will not act or hold  himself  out as or be an agent or partner of
the Company.

5. TERMINATION

5.1 This Agreement and the employment of the Employee may be terminated:

     (a)  at any time by  notice  from the  Company  to the  Employee  for "just
          cause" (as defined below);

     (b)  after the first  year from the  Effective  Date,  if the  Employee  by
          reason  of  illness  or  mental or  physical  disability  fails for 60
          consecutive  days to perform the Duties,  then by three months' notice
          from the Company to the Employee.

     For the purposes of this Agreement, "just cause" is defined as follows:

     (c)  the Employee's  continued  failure or negligence to perform any of the
          Duties in the  manner or within  the time  required  or the  continued
          breach of or default in any of the Employee's  covenants,  duties,  or
          obligations 30 days after the Company delivers a



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          written  demand for  substantial  performance  to the Employee,  which
          demand  specifically  identifies  the manner in which the Employee has
          not performed the Duties or the nature of the breach or default;

     (d)  the Company acting reasonably determines the Employee has violated the
          confidentiality  of any  information as provided for in this Agreement
          or has become of unsound mind or is declared incompetent to handle his
          own personal affairs;

     (e)  any  dishonesty  or  misconduct  on  the  part  of the  Employee  that
          materially affects the Company;

     (f)  the  conviction  of  the  Employee  for  any  crime   involving  moral
          turpitude, fraud, or misrepresentation; or

     (g)  the Employee  becomes bankrupt or makes any arrangement or composition
          with its creditors.

5.2 On termination  of this Agreement for any reason,  the Employee will deliver
to the  Company  all  documents  pertaining  to  the  Company  or its  Business,
including without limitation all correspondence,  reports, contracts, data bases
related to the Company, and anything included in the definition of "Confidential
Information" set out in section 6.1.

6. CONFIDENTIALITY AND NON-COMPETITION

6.1 For the  purposes of this  Article 6,  "Confidential  Information"  includes
without limitation:

     (a)  trade secrets  concerning  the business and affairs of the Company and
          its affiliates (collectively, the "Companies"), data, know-how, ideas,
          past and current supplier and customer lists,  current and anticipated
          customer  requirements,  price lists, market studies,  business plans,
          computer  software  and  programs  (including  object  code and source
          code),   computer   software  and  database   technologies,   systems,
          structures  and  architectures  (and related  formulae,  compositions,
          processes, improvements,  devices, inventions,  discoveries, concepts,
          designs, methods, and information), and any other information, however
          documented, that is a trade secret; and

     (b)  information  concerning  the  business  and affairs of the  Companies,
          which includes historical financial statements,  financial projections
          and budgets,  historical and projected sales, capital spending budgets
          and plans,  the names and backgrounds of key personnel,  and personnel
          training and techniques and materials, however documented; and

     (c)  notes, analyses, compilations,  reports, studies, summaries, and other
          material  prepared by or for the  Companies  containing  or based,  in
          whole or in part, on any information included in the foregoing.

6.2 The  Employee  acknowledges  and agrees  that all  Confidential  Information
prepared,  produced,  developed, known, or obtained by the Employee, directly or
indirectly,  whether before or after the date hereof, belongs exclusively to the
Companies, which will be entitled to all rights, interests, profits, or benefits
in respect thereof.

6.3 The Employee will not disclose at any time any  Confidential  Information to
any person not expressly  authorized in writing by the Company for that purpose.
The Employee will comply with


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any  directions  that  the  Company  may  make to  ensure  the  safeguarding  or
confidentiality of all Confidential Information.

6.4 The Employee  will not  disseminate  or distribute  any of the  Confidential
Information to the media,  members of the public,  shareholders  of the Company,
prospective  investors,  members  of  the  investment  or  brokerage  community,
securities  regulators,  or any other third  party,  without  the Company  first
reviewing and approving the  Confidential  Information  before  dissemination or
distribution.

6.5 The Employee will not make any copies,  summaries, or other reproductions of
any Confidential  Information  without the Company's express written permission,
provided  that the  Company  permits the  Employee  to maintain  one copy of the
Confidential Information for his own use during the Term.

6.6 The  Employee  will not,  either  directly  or  indirectly,  use for his own
benefit or for the benefit of any third party any Confidential Information.

6.7 The Employee  acknowledges and agrees that  Confidential  Information is and
will be of a  special  and  unique  character,  the  loss  of  which  cannot  be
reasonably,  readily, or accurately  calculated in monetary terms.  Accordingly,
the  Companies  will be  entitled to  injunctive  or other  equitable  relief to
prevent  or cure any  breach  or  threatened  breach  of this  Agreement  by the
Employee.  Resort to equitable  relief,  however,  will not be construed to be a
waiver of any other right or remedy that the  Companies  may have for damages or
otherwise.

6.8 The  Employee  agrees that  during the Term and any  renewal  term and for a
period of two years following the date of termination of this Agreement, he will
not, either for himself or for any other person:

     (a)  encourage  or  entice  any  persons  who are  employees  or  full-time
          independent  contractors  of  the  Companies  (collectively,  "Service
          Providers")  at any time during the Term or any renewal  term,  or who
          were Service  Providers at any time within the 30 days  preceding  the
          date of this  Agreement,  to seek  employment  or service with persons
          other than the Companies; or

     (b)  offer employment or service or contracts,  directly or indirectly,  to
          any persons who are Service  Providers  at any time during the Term or
          any renewal term, or who were Service Providers at any time within the
          30 days preceding the date of this Agreement; or

     (c)  in any way interfere with the  relationship  between the Companies and
          any Service Providers;

     (d)  induce or  attempt  to induce  any  customer,  supplier,  or  business
          relation  of the  Companies  to cease doing  business  with any of the
          Companies,  or in any way interfere with the  Companies'  relationship
          with any customer, supplier, or business relation of the Companies.

6.9 The Employee  agrees with the Company that he will not,  except as a Service
Provider of any of the Companies:

     (a)  at  any  time  during  the  Term  or any  renewal  term  or any  other
          association  with any of the  Companies  and during any notice  period
          while  the  Employee  is  receiving   remuneration  from  any  of  the
          Companies, or


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     (b)  where  the Term or the  association  of the  Employee  with any of the
          Companies is terminated for whatever reason, for a period of two years
          thereafter,

either  individually  or in a partnership or jointly or in conjunction  with any
person, firm, corporation,  government,  association, or syndicate as principal,
agent, employee,  director,  officer,  consultant, or in any other manner, carry
on, manage,  operate,  or engage or participate in any business whose activities
compete  in whole or in part  with the  Business  or any other  business  of the
Companies  within the Greater  Vancouver area or the San Francisco Bay Area. The
Employee  agrees that this covenant is reasonable  with respect to its duration,
geographical area, and scope.

6.10 If the  Employee  breaches  any of the  provisions  of this  Article 6, the
Companies or any of them will be entitled to damages  from the Employee  and, in
addition to its rights to damages and any other rights any of the  Companies may
have, to obtain  injunctive or other equitable  relief to restrain any breach or
threatened  breach or otherwise to  specifically  enforce the provisions of this
Article 6, it being  agreed  that money  damages  alone would be  inadequate  to
compensate the Companies and would be an inadequate remedy for such breach.  The
remedies  afforded to the Companies by this Agreement will be cumulative and not
alternative  and will be in  addition to and not in  substitution  for any other
rights and remedies available to the participants at law or in equity, including
the remedy of injunctive relief.

6.11 On termination of this Agreement,  the Employee will furnish to the Company
a certificate in a form approved by the Company's  solicitors that declares that
the Employee has not:

     (a)  divulged,  disclosed,  distributed, or otherwise made available to any
          person any of the Confidential Information; or

     (b)  reproduced or made any use of the Confidential Information for his own
          benefit or for the benefit of any third party; or

     (c)  acted  contrary to this  Article 6, except  with the  Company's  prior
          written consent.

7. NOTICES

7.1 Any  notices to be given by either  party to the other will be  sufficiently
given  if  delivered  personally  or  transmitted  by  facsimile  or if  sent by
registered mail, postage prepaid,  to the parties at their respective  addresses
shown on the first page of this  Agreement,  or to any other addresses as either
party may  notify to the other  from  time to time in  writing.  Notice  will be
deemed to have been given at the time of  delivery,  if  delivered  in person or
transmitted by facsimile, or within three business days from the date of posting
if mailed.

8. FURTHER ASSURANCES

8.1 Each party will at any time and from time to time,  at the other's  request,
sign and deliver  other  documents  and do other things that the other party may
reasonably  request to carry out and give full effect to the terms,  conditions,
and intent of this Agreement.

9. ENUREMENT

9.1 This Agreement is binding on the parties to this  Agreement,  and will enure
to the  benefit of the  Companies  and their  successors  and  assigns,  and the
Employee, his heirs, personal representatives, and permitted assigns.


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10. ASSIGNMENT

10.1 The Company may assign this Agreement to any affiliated company upon notice
to the Employee.

11. WAIVER

11.1 The rights and remedies of the parties to this Agreement are cumulative and
not  alternative.  Neither the failure nor any delay by any party in  exercising
any right,  power, or privilege under this Agreement will operate as a waiver of
such right,  power, or privilege,  and no single or partial exercise of any such
right,  power, or privilege will preclude any other or further  exercise of such
right,  power,  or  privilege  or the  exercise of any other  right,  power,  or
privilege. To the maximum extent permitted by applicable law,

     (a)  no claim or right  arising out of this  Agreement can be discharged by
          one party,  in whole or in part,  by a waiver or  renunciation  of the
          claim or right unless in writing signed by the other party;

     (b)  no waiver  that may be given by a party will be  applicable  except in
          the specific instance for which it is given; and

     (c)  no notice  to or demand on one party  will be deemed to be a waiver of
          any  obligation  of that party or of the right of the party giving the
          notice or demand to take further  action  without  notice or demand as
          provided in this Agreement.

12. SEVERABILITY

12.1  If  any  provision  of  this   Agreement  is  determined  to  be  void  or
unenforceable  in whole or in part,  that provision will be deemed not to affect
or impair the validity of any other  provision of this Agreement and the void or
unenforceable provision will be severable from this Agreement.

13. GOVERNING LAW

13.1 This  Agreement  will be governed by and construed in  accordance  with the
laws  of  Washington  and  the  parties  irrevocably  attorn  to the  courts  of
Washington.

     IN WITNESS  WHEREOF the parties  have signed this  Agreement as of the date
written on the first page of this Agreement.

SURPLUS OFFICE SYSTEMS, LLC                  ABLE AUCTIONS (1991) LTD.
Per:                                         Per:

-----------------------------------          -----------------------------------
Authorized Signatory                         Authorized Signatory



-----------------------------------
BRETT JOHNSTON

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