VIRTUALSELLERS COM INC
EMPLOYMENT AGREEMENT - EVERETT PALMER
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>14
<FILENAME>0014.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - EVERETT PALMER
<TEXT>


                              EMPLOYMENT AGREEMENT

THIS  AGREEMENT  effective  as  of  the  15th  day of June, 1999 (the "Effective
Date").

BETWEEN:

VIRTUALSELLERS.COM,  INC.,  a  company duly incorporated pursuant to the federal
laws  of  Canada  having  an  office  at  120  North LaSalle Street, Suite 1000,
Chicago,  Illinois,  USA,  60602

(the  "Company")
                                                               OF THE FIRST PART

AND:

EVERETT  PALMER,  businessman  of  4521 PGA Blvd., Apt. 333, Palm Beach Gardens,
Florida,  USA,  33418

(the  "Employee")
                                                              OF THE SECOND PART

WITNESSES  THAT  WHEREAS:

I.          The  Company  is  a publicly traded company and is engaged in, inter
alia,  the  business  of  e-commerce  and  telecommunications;

II.          The  Employee  has  certain  skills  and  expertise required by the
Company  for  its  operations;

III.          The  Company  wishes  to obtain and the Employee wishes to provide
certain  services  to  the Company on the terms and conditions contained herein;

NOW,  THEREFORE,  in  consideration  of  the  foregoing  recitals and the mutual
covenants  set  forth  below,  the  parties  hereto  agree  as  follows:

1.          DUTIES  AND  DEVOTION  OF  TIME

1.1          Duties.  During  the  term  of this Agreement the Employee shall be
responsible  for  the  duties  contained  in  Schedule  "A"  attached hereto and
incorporated  herein  by  this  reference  (the  "Duties").

1.2          Devotion  of  Time.  The  parties hereto acknowledge and agree that
the work of the Employee is and shall be of such a nature that regular hours may
not be sufficient and occasions may arise whereby the Employee shall be required
to  work  more  than eight (8) hours per day and/or five (5) days per week.  The
Employee  agrees  that  the  consideration set forth herein shall be in full and
complete  satisfaction  for such work and services, regardless of when and where

<PAGE>

such work and services are performed.  The Employee further releases the Company
from  any claims for overtime pay or other such compensation which may accrue to
the Employee.  Notwithstanding the foregoing, the Company agrees that so long as
the  Employee  properly discharges his duties hereunder, the Employee may devote
the  remainder  of  his  time  and  attention  to  other  non-competing business
pursuits.

1.3          Business  Opportunities  the Property of the Company.  The Employee
agrees  to  communicate  immediately  to the Company all business opportunities,
inventions  and  improvements  in  the  nature  of the Company's business which,
during  the term of this Agreement, the Employee may conceive, make or discover,
become  aware of, directly or indirectly, or have presented to him in any manner
which  relates  in  any  way  to  the  Company, either as it is now or as it may
develop,  and  such  business  opportunities,  inventions  or improvements shall
become  the exclusive property of the Company without any obligation on the part
of  the  Company  to  make  any  payments therefor in addition to the salary and
benefits  herein  described  to  the  Employee.

1.4          No  Personal  Use.  The  Employee shall not use any of the work the
Employee  shall  perform for the Company for any personal purposes without first
obtaining  the  prior  written  consent  of  the  Company.

2.          SALARY,  BONUSES  AND  BENEFITS

2.1          Salary.  In  consideration  of  the Employee providing the services
referred to herein, the Company agrees to pay the Employee an annual base salary
(the  "Annual Base Salary") of seventy five thousand U.S. dollars ($75,000) less
applicable  deductions,  payable  bi-weekly  subject to increase as from time to
time  approved  by  the  Board  of  Directors  of  the  Company.

2.2          Benefits.  The  Company  shall  provide,  maintain  and  pay  for:

(a)     medical  insurance  for  the  Employee  and  his  immediate family as is
provided  by  the  Company's  medical  services  plan;  and

(b)     such  extended  health  and  other  benefits  for  the  Employee and his
immediate  family as are provided to senior management employees of the Company,
subject  to  the  eligibility  of  the  Employee.

2.3          Payment  in Cash or Shares.  All payments payable by the Company to
the  Employee,  including  the  Annual Base Salary and reimbursement of expenses
under  Section  4.1  hereof, shall be payable in cash or, at the election of the
Employee,  and  subject to the approval of the regulatory authorities, such will
be paid in whole or in part in common shares in the capital stock of the Company
("Remuneration  Shares"), issued at the 10 day average closing price (for the 10
days  prior  to  the  Employee's election) of the Company's common shares on any
stock  exchange  or  quotation system upon which the Company's common shares are
listed  for  trading.

2.4          Compensation  Shares  .  In  consideration of the Employee entering
into  this  Agreement and continuing in such employment for a period of at least
one  year,  the  Company also agrees to pay the Employee one million (1,000,000)
common  shares  (the "Compensation Shares") in the capital of the Company.  Upon
or  as  soon  as  is  practical  after  the  issuance  of  the

<PAGE>

last  tranche  of  the  Compensation Shares, the Company will file a form S-8 or
other appropriate form with the United States Securities and Exchange Commission
(the  "SEC") to effect registration.  The Shares shall vest as to 250,000 shares
on  each  of  the  following  dates  ("Vesting  Dates"):

(a)     the  Effective  Date  -  250,000  shares;
(b)     three  months  after  the  Effective  Date  -  250,000  shares;
(c)     six  months  after  the  Effective  Date  -  250,000  shares;  and
(d)     nine  months  after  the  Effective  Date  -  250,000.

The share certificates representing the first 250,000 of the Compensation Shares
will  be  delivered  by  the Company to the Employee within ten (10) days of the
execution  of  this  Agreement by the parties.  The remaining share certificates
shall  be  delivered on or immediately after each of the Vesting Dates.  If this
Agreement  is  terminated  for  any reason, those Shares that have vested in the
Employee  at  the  date  of  notice  of termination shall be deemed to have been
earned by the Employee, no reduction or refund shall take place and no claim for
any  additional shares, compensation, severance or consideration of any kind may
be  made  by  the  Employee.

2.5          Number  of  Shares  The  number  of  shares payable to the Employee
hereunder  is  subject to adjustment from time to time if the Company is subject
to  a  consolidation, merger or transfer of assets which reclassifies or changes
its  outstanding  common  shares,  in  which  case the successor corporation (or
corporation  controlling  the  successor corporation of the Company, as the case
may  be)  shall  by operation of law assume the Company's obligations under this
Agreement.  As a condition to the consummation of such transaction, the Employee
shall  arrange for the person or entity obligated to issue securities or deliver
cash  or  other  assets  to  assume,  concurrently with the consummation of such
transaction,  the Employee's obligations hereunder by executing an instrument so
providing  and  further  providing  for  adjustments  which  shall  be as nearly
equivalent  as  may  be  practical  to  the  adjustments  provided  herein.

3.          VACATION

3.1          Entitlement  to  Vacation.  The  Company  acknowledges  that  the
Employee  shall  be  entitled  to  an  annual  vacation of three (3) weeks.  The
Employee  shall  use  his  best efforts to ensure that such vacation is arranged
with  the Company in advance such that his does not unduly affect the operations
of  the  Company.

3.2          Increase  in Vacation.  The period set out in Section 3.1 above may
be  increased  from  time  to time as mutually agreed to by the Employee and the
Board  of  Directors  of  the  Company.

4.          REIMBURSEMENT  OF  EXPENSES

4.1          Reimbursement  of  Expenses.  The  Employee shall be reimbursed for
all  reasonable  out-of-pocket expenses incurred by the Employee in or about the
execution of the Duties contained herein.  All payments and reimbursements shall
be made within thirty (30) days of submission by the Employee of vouchers, bills
or  receipts  for  such  expenses.

5.          CONFIDENTIAL  INFORMATION

<PAGE>

5.1          Confidential  Information.  The  Employee  shall not, either during
the  term  of  this  Agreement  or  for a term of three years after termination,
without specific consent in writing, disclose or reveal in any manner whatsoever
to  any  other  person,  firm  or  corporation,  nor  will  it  use, directly or
indirectly,  for any purpose other than the purposes of the Company, the private
affairs  of  the  Company  or  any confidential information which he may acquire
during  the  term of this Agreement with relation to the business and affairs of
the directors and shareholders of the Company, unless the Employee is ordered to
do  so  by a court of competent jurisdiction or unless required by any statutory
authority.

5.2          Non-Disclosure  Provisions.  The  foregoing  provision  shall  be
subject  to  the  further  non-disclosure  provisions  contained in Schedule "B"
attached  hereto  and  incorporated  herein  by  this  reference.

5.3          Provisions  Survive  Termination.  The  provisions  of this section
shall  survive  the  termination  of this Agreement for a period of three years.

6.          TERM

6.1          Term.  This  Agreement  shall  remain in effect until terminated in
accordance  with  any  of  the  provisions  contained  in  this  Agreement.

7.          TERMINATION

7.1          Termination  by  Employee.  Notwithstanding  any  other  provision
contained  herein, the parties hereto agree that the Employee may terminate this
Agreement,  with  or without cause, by giving thirty (30) days written notice of
such  intention  to  terminate.

7.2          Resignation or Cessation of Duties.  In the event that the Employee
ceases  to  perform  all of the Duties contained herein, other than by reason of
the  Employee's death or disability, or if the Employee resigns unilaterally and
on  his  own initiative from all of his positions this Agreement shall be deemed
to  be  terminated by the Employee as of the date of such cessation of Duties or
such  resignation,  and  the  Company  shall  have  no further obligations under
Section  2  hereof.

7.3          Termination  by  Company.  The Company may terminate this agreement
at  any  time  for  just  cause.  The  parties  further  agree  that  except for
termination for just cause, the Company may not terminate this Agreement without
payment,  at that time, to the Employee of a termination allowance equivalent to
fourteen  (14) days in value of the Annual Base Salary payable by the Company to
the  Employee,  regardless  of  the  date  of  termination.

7.4          Death.  In  the  event of the death of the Employee during the term
of  this  Agreement,  this  Agreement shall be terminated as of the date of such
death.

8.          RIGHTS  AND  OBLIGATIONS  UPON  TERMINATION

8.1          Rights  and  Obligations.  Upon  termination of this Agreement, the
Employee shall deliver up to the Company all documents, papers, plans, materials
and  other  property  of  or

<PAGE>

relating  to  the  affairs  of  the  Company, other than the Employee's personal
papers in regard to his role in the Company, which may then be in the Employee's
possession  or  under  his  control.

9.          NOTICES  AND  REQUESTS

9.1          Notices  and Requests.  All notices and requests in connection with
this  Agreement  shall be deemed given as of the day they are received either by
messenger,  delivery  service,  or  mailed  by registered or certified mail with
postage  prepaid  and  return  receipt  requested  and  addressed  as  follows:

(a)     if  to  the  Company:

VirtualSellers.com,  Inc.
120  North  LaSalle  Street,  Suite  1000
Chicago,  Illinois,  USA,  60602

with  a  copy  to:

CLARK,  WILSON
Suite  800-885  West  Georgia  Street
Vancouver,  British  Columbia
V6C  3H1
Attention:  Bernard  Pinsky

(b)     If  to  the  Employee:

Everett  Palmer
113  Settlers  Landing  Road
Suffolk,  Virginia,  USA,  23435

or to such other address as the party to receive notice or request so designates
by  written  notice  to  the  other.

10.          INDEPENDENT  PARTIES

10.1          Independent  Parties.  This  Agreement  is  intended  solely  as a
management  services  agreement  and  no  partnership,  agency,  joint  venture,
distributorship  or  other  form  of  agreement  is  intended.

11.          AGREEMENT  VOLUNTARY  AND  EQUITABLE

11.1          Agreement  Voluntary.  The parties acknowledge and declare that in
executing  this Agreement they are each relying wholly on their own judgment and
knowledge  and  have  not  been  influenced  to  any  extent  whatsoever  by any
representations  or statements made by or on behalf of the other party regarding
any  matters  dealt  with  herein  or  incidental  thereto.

11.2          Agreement  Equitable.  The parties further acknowledge and declare
that they each have carefully considered and understand the provisions contained
herein,  including,  but  without

<PAGE>

limiting the generality of the foregoing, the Employee's rights upon termination
and  the  restrictions on the Employee after termination and agree that the said
provisions  are  mutually  fair  and  equitable,  and  that  they  executed this
Agreement  voluntarily  and  of  their  own  free  will.

12.          CONTRACT  NON-ASSIGNABLE;  INUREMENT

12.1          Contract  Non-Assignable.  This  Agreement  and  all other rights,
benefits  and  privileges  contained herein may not be assigned by the Employee.

12.2          Inurement.  The  rights, benefits and privileges contained herein,
including  without  limitation  the  benefits  of Sections 2 and 7 hereof, shall
inure to the benefit of and be binding upon the respective parties hereto, their
heirs,  executors,  administrators  and  successors.

13.          ENTIRE  AGREEMENT

13.1          Entire  Agreement.  This Agreement represents the entire Agreement
between  the  parties  and  supersedes  any  and  all  prior  agreements  and
understandings,  whether  written  or  oral,  between the parties.  The Employee
acknowledges  that  it  was  not  included  to  enter into this Agreement by any
representation,  warranty,  promise  or  other  statement,  except  as contained
herein.

13.2          Previous  Agreements  Cancelled.  Save  and except for the express
provisions  of this Agreement, any and all previous agreements, written or oral,
between  the  parties  hereto or on their behalf relating to the services of the
Employee  for  the  Company  are hereby terminated and cancelled and each of the
parties  hereby releases and further discharges the other of and from all manner
of  actions, causes of action, claims and demands whatsoever under or in respect
of  any  such  Agreement.

14.          WAIVER

14.1          Waiver.  No consent or waiver, express or implied, by either party
to  or  of  any  breach  or default by the other party in the performance by the
other  of its obligations herein shall be deemed or construed to be a consent or
waiver  to  or  of  any breach or default of the same or any other obligation of
such  party.  Failure on the part of any party to complain of any act or failure
to  act,  or  to  declare  either party in default irrespective of how long such
failure  continues,  shall  not  constitute a waiver by such party of its rights
herein  or  of  the  right  to  then  or  subsequently  declare  a  default.

15.          SEVERABILITY

15.1          Severability.  If  any provision contained herein is determined to
be  void  or  unenforceable  in  whole  or  in part, it is to that extent deemed
omitted.  The  remaining  provisions  shall  not  be  affected  in  any  way.

16.          AMENDMENT

16.1          Amendment.  This  Agreement  shall  not  be  amended  or otherwise
modified  except  by a written notice of even date herewith or subsequent hereto
signed  by  both  parties.

<PAGE>

17.          HEADINGS

17.1          Headings.  The headings of the sections and subsections herein are
for convenience only and shall not control or affect the meaning or construction
of  any  provisions  of  this  Agreement.

18.          GOVERNING  LAW

18.1          Governing  Law.  This  Agreement  shall  be  construed  under  and
governed  by the laws of the State of Illinois and the laws of the United States
applicable  therein.

19.          EXECUTION

19.1          Execution in Several Counterparts.  This Agreement may be executed
by facsimile and in several counterparts, each of which shall be deemed to be an
original and all of which shall together constitute one and the same instrument.

IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
15th  day  of  June,  1999.

VIRTUALSELLERS.COM,  INC.

per:          /s/  signed
    Authorized  Signatory


<TABLE>
<CAPTION>


<S>                                                                  <C>  <C>
                                                                       )
SIGNED, SEALED AND DELIVERED by                                        )
EVERETT PALMER in the presence of:.                                    )
                                                                       )
Cary Berman . . . . . . . . . . . . . . . . . . . . . . . . . . . .    )
-------------------------------------------------------------------    )
Name. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    )             /s/ Everett Palmer
120 N. LaSalle 1000                                                    )             ------------------
-------------------------------------------------------------------    )                 EVERETT PALMER
Address . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    )
Chicago IL 60602                                                       )
-------------------------------------------------------------------    )
/s/ Cary Berman . . . . . . . . . . . . . . . . . . . . . . . . . .    )
-------------------------------------------------------------------    )
Occupation. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    )
</TABLE>

<PAGE>

                                  SCHEDULE "A"

                                Employee'S DUTIES

1.          The  Employee  shall  be  appointed  by the Company as the full time
Chief  Financial  Officer  of  the  Company,  and the Employee shall faithfully,
honestly and diligently serve the Company and each of the Company's subsidiaries
(if  any)  in  these  capacities.

<PAGE>

                                  SCHEDULE "B"

                            NON-DISCLOSURE PROVISIONS

1.          CONFIDENTIAL  INFORMATION  AND  MATERIALS

     (a)     "Confidential  Information"  shall  mean,  for the purposes of this
Agreement,  non-public  information  which  the  Company  designates  as  being
confidential  or  which,  under  the  circumstances surrounding disclosure ought
reasonably  to  be  treated as confidential.  Confidential Information includes,
without  limitation,  information,  whether written, oral or communicated by any
other  means,  relating  to  released or unreleased Company software or hardware
products,  the  marketing  or  promotion  of  any  product of the Company or the
Company  business  policies  or  practices, and information received from others
which the Company is obliged to treat as confidential.  Confidential Information
disclosed  to  the  Employee  by  any subsidiary and/or agents of the Company is
covered  by  this  Agreement.

     (b)     Confidential Information shall not include that information defined
as  Confidential  Information  hereinabove  which  the  Employee can exclusively
establish:

(i)     is  or  subsequently  becomes  publicly  available without breach of any
obligation  of  confidentiality  owed  by  the  Company;

(ii)     became  known to the Employee prior to disclosure by the Company to the
Employee;

(iii)     became  known  to  the  Employee  from a source other than the Company
other  than  by  the  breach  of  any obligations of confidentiality owed to the
Company;  or

(iv)     is  independently  developed  by  the  Employee.

     (c)     Confidential  Materials  shall  include  all  tangible  materials
containing  Confidential  Information, including, without limitation, written or
printed documents and computer disks or tapes, whether machine or user readable.

2.          RESTRICTIONS

     (a)     The  Employee  shall  not  disclose any Confidential Information to
third  parties for a period of three (3) years following the termination of this
Agreement,  except  as  provided  herein.  However,  the  Employee  may disclose
Confidential  Information  during  bona  fide  execution  of  the  Duties  or in
accordance with judicial or other governmental order, provided that the Employee
shall  give  reasonable notice to the Company prior to such disclosure and shall
comply  with  any  applicable  protective  order  or  equivalent.

     (b)     The  Employee  shall take reasonable security precautions, at least
as  great  as  the  precautions  it  takes  to  protect  its  own  confidential
information,  to  keep  confidential  the  Confidential  Information, as defined
hereinabove.

<PAGE>

     (c)     Confidential  Information  and  Materials  may  be  disclosed,
reproduced,  summarized  or  distributed  only  in  pursuance  of  the  business
relationship  of  the Employee with the Company, and only as provided hereunder.

3.          RIGHTS  AND  REMEDIES

     (a)     The Employee shall notify the Company immediately upon discovery of
any  unauthorized use or disclosure of Confidential Information or Materials, or
any  other  breach  of this Agreement by the Employee, and shall co-operate with
the  Company  in every reasonable manner to aid the Company to regain possession
of  said  Confidential  Information  or  Materials  and prevent all such further
unauthorized  use.

     (b)     The  Employee shall return all originals, copies, reproductions and
summaries  of  or relating to the Confidential Information at the request of the
Company  or,  at  the  option  of  the Company, certify destruction of the same.

     (c)     The  parties  hereto recognize that a breach by the Employee of any
of  the  provisions  contained herein would result in damages to the Company and
that  it could not be compensated adequately for such damages by monetary award.
Accordingly,  the  Employee  agrees  that  in  the  event of any such breach, in
addition to all other remedies available to the Company at law or in equity, the
Company  shall be entitled as a matter of right to apply to a court of competent
jurisdiction  for such relief by way of restraining order, injunction, decree or
otherwise,  as  may  be  appropriate to ensure compliance with the provisions of
this  Agreement.

4.          MISCELLANEOUS

     (a)     All Confidential Information and Materials are and shall remain the
property  of the Company. By disclosing information to the Employee, the Company
do  not  grant  any express or implied right to the Employee to or under any and
all  patents,  copyrights,  trademarks, or trade secret information belonging to
the  Company.

     (b)     All  obligations created herein shall survive change or termination
of  any and all business relationships between the parties for a period of three
years  after  such  termination.

     (c)     The  Company may from time to time request suggestions, feedback or
other  information  from the Employee on Confidential Information or on released
or  unreleased  software belonging to the Company.  Any suggestions, feedback or
other  disclosures  made  by the Employee are and shall be entirely voluntary on
the  party  of said Employee and shall not create any obligations on the part of
the  Company  or  a confidential agreement between the Employee and the Company.
Instead, the Company shall be free to disclose and use any suggestions, feedback
or other information from the Employee as the Company sees fit, entirely without
obligation  of  any  kind  whatsoever  to  the  Employee.


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</DOCUMENT>
