INTERNET PICTURES CORP
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>5
<FILENAME>g68084ex10-6.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>

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                                  EXHIBIT 10.6




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                    EMPLOYMENT AND NON COMPETITION AGREEMENT


         THIS AGREEMENT is made and entered into this 7TH day of JANUARY, 2000,
by and between Interactive Pictures Corporation (IPIX) having its principal
place of business at 1009 Commerce Park Drive, Oak Ridge, TN 37830, hereinafter
referred to as the "Employer", and STEVEN HICKS whose present address is 4110
TOWANDA TRAIL, KNOXVILLE, TENNESSEE 37919 hereinafter referred to as the
"Employee".

1.       EMPLOYMENT. The Employer hereby agrees to employ the Employee and
         Employee hereby accepts employment with the Employer in the capacity of
         EXECUTIVE VICE PRESIDENT, STRATEGY AND CHIEF KNOWLEDGE OFFICER upon the
         terms and conditions set out herein.

2.       TERM. The term of this Agreement shall begin on FEBRUARY 14, 2000, and
         shall continue indefinitely unless notification of either party of a
         change in the employment status under the guidelines of paragraph 12 or
         13.

3.       COMPENSATION. The Employer shall pay the Employee, as compensation for
         the services rendered by the Employee, a starting salary of TEN
         THOUSAND FOUR HUNDRED AND SIXTEEN DOLLARS AND SIXTY-SEVEN CENTS
         ($10,416.67), per paycheck, payable bi-monthly on the 15th and the
         30th. Salary payments shall be subject to withholding and other
         applicable taxes. Compensation will be reviewed on a regular basis per
         corporate policies. Expectation is for a 40 hour work week with
         vacation and holidays described by the benefits plan.

4.       DUTIES. The Employee shall perform for the Employer, the duties set out
         in the attached Exhibit "A".

5.       EXTENT OF SERVICES. The Employee shall devote his entire time,
         attention and energies to the Employer's business and shall, not,
         during the term of this Agreement, be engaged in any other business
         activity, whether or not such business activity is pursued for gain,
         profit or other pecuniary advantage without written approval of the
         Employer. The Employee further agrees that he will perform all of the
         duties assigned to him to the best of his ability and in the manner
         satisfactory to the Employer, that he will truthfully and accurately
         maintain all records, preserve all such records and make all such
         reports as the Employer may require; that he will fully account for all
         money and all of the property of the Employer of which he may have
         custody and will pay over and deliver the same whenever and however he
         may be directed to do so. Services will be appraised on an annual basis
         through a corporate employee appraisal system.


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6.       DISCLOSURE OF INFORMATION. The Employee agrees not to disclose to
         anyone, either during or after his employment, any confidential
         information obtained by him as a result of his employment by the
         Employer without the consent of the Employer in writing. He further
         agrees that, on leaving his employment, he will not take with him,
         without permission of the Employer in writing, any drawing, blueprint,
         or other reproduction, customer names, price list, plans, names of
         operation processes, nor any material of any kind including, but not
         limited to, software and electronic designs. Unless specifically
         prohibited by statutory law, the Employee agrees that, in the event of
         a breach or threatened breach by the Employee of the provisions of this
         paragraph, the Employer shall be entitled to a temporary restraining
         order and a preliminary injunction restraining the Employee from
         disclosing, in whole or in part, the list of the Employer's customers,
         or from rending any services to any person, firm, corporation,
         association or other entity to whom such list, in whole or in part, has
         been disclosed or is threatened to be disclosed. Nothing herein shall
         be construed as prohibiting the Employer from pursuing any other
         remedies available to the Employer for such breach or threatened
         breach, including recovery of damages from the Employee.

7.       COVENANT NOT TO COMPETE. In recognition of Employee's acknowledgment
         that his services to be rendered to IPIX are of a special and unusual
         character which have a unique value to Employer, the loss of which
         cannot adequately be compensated by damages in action at law; in view
         of (1) the unique value to Employer of the services of Employee for
         which Employer has employed Employee; and (2) the confidential
         information to be obtained by or disclosed to Employee as an employee
         of Employer; and as a material inducement to Employer to employ
         Employee and to pay to Employee the compensation for such services to
         be rendered to Employer by Employee (it being understood and agreed by
         the parties hereto that such compensation shall also be paid and
         received in consideration hereof), Employee covenants and agrees as
         follows:

                  (i)  PERIOD OF COVENANT. the period of this non-competition
                  covenant shall begin on the date hereof and shall terminate on
                  the second anniversary following the termination of Employee's
                  employment (whether or not such employment is pursuant tot his
                  Agreement) with this Employer or on the second anniversary
                  following the date the Employee fully complies with the terms
                  of this non-competition covenant, whichever is longer (the
                  "Non-competition Period").

                  (ii) NATURE AND AREA OF COMPETITION. Employee agrees that for
                  the Non-competition Period, through the world, he shall not,
                  directly or indirectly, as owner or operator of any
                  corporation, partnership, association or agency or as
                  employee, agent, consultant or independent contractor, engage
                  in the business of designing or selling video immersive
                  imaging or telerobotic devices ("Competitive Business").
                  Employee hereby warrants that the execution of this Agreement
                  shall not violate any other agreements previously entered into
                  by Employee.


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                  (iii)    SOLICITATION. Employee agrees that during the
                  Non-competition Period he will not directly or indirectly, on
                  behalf of himself or on behalf of any person, firm,
                  partnership, corporation, association, or entity,

                           (1) Call upon any of the customers of Employer who
                           are such at the time of Employee's termination for
                           the purpose of soliciting or providing any
                           Competitive Business;

                           (2) Call upon any of the other employees or
                           representatives of Employer who are such at the time
                           of Employee's termination for the purpose of
                           soliciting or inducing such employees or
                           representatives to discontinue their relationship
                           with Employer or to establish a relationship with
                           Employee;

                           (3) Call upon any providers of data to the Company's
                           database for the purpose of obtaining data for any
                           Competitive Business; or

                           (4) Solicit, divert or take away or attempt to
                           solicit, divert or take away any of the customers,
                           clients, business or patrons of Employer or the other
                           employees or representatives maintaining a
                           relationship with Employer who are such at the time
                           of Employee's termination.

                  (iv)     ACCOUNTING FOR PROFITS. Employee covenants and agrees
                  that, if he shall violate any of his covenants or agreements
                  under this Agreement, Employer shall be entitled to an
                  accounting and repayment of all profits, compensation,
                  commissions, remunerations or benefits which Employee directly
                  or indirectly has realized and/or may realize as a result of,
                  growing out of or in connection with any such violation; such
                  remedy shall be in addition to and not in limitation of any
                  injunctive relief or other rights or remedies to which
                  Employer is or may be entitled at law or in equity or under
                  this Agreement.

                  (v)      REASONABLENESS OF RESTRICTIONS. Employee has
                  carefully read and considered the provision of this Section 7
                  and, having done so, agrees that the restrictions set forth in
                  such Section (including, but not limited to, the time period
                  or restriction and the geographical areas of restriction set
                  forth in this Section 7) are fair and reasonable and are
                  reasonably required for the protection of the interests of
                  IPIX, its officers, directors and other employees.

                           In the event that, notwithstanding the foregoing, any
                  part of the covenants set forth in this Section 7 shall be
                  held to be invalid or unenforceable, the remaining parts
                  thereof shall nevertheless continue to be valid and
                  enforceable s though the invalid or unenforceable parts had


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                  not been included therein. In the event that any provision of
                  this Section 7 relating to time period and/or areas of
                  restriction shall be declared by a court of competent
                  jurisdiction to exceed the maximum time period and/or areas
                  such court deems reasonable and enforceable, said time period
                  and/or areas of restriction shall be deemed to become and
                  thereafter be the maximum time period and/or areas which such
                  court deems reasonable and enforceable.

                  (vi)     INJUNCTION. In the event of a breach or threatened
                  breach by Employee of the provisions of this Agreement,
                  Employer shall, in addition to any other rights and remedies
                  available to it, at law or otherwise, be entitled to an
                  injunction to be issued by any court of competent jurisdiction
                  enjoining and restraining Employee from committing any
                  violation of this Agreement.

                  (vii)    COSTS. Should it become necessary for Employer to
                  file suit to enforce the covenants contained herein, the
                  prevailing party shall be entitled to cover, in addition to
                  all other damages provided for herein, the costs incurred in
                  conducting the suit including a reasonable attorney's fee.

8.       NOTICES. Any notice required or desired to be given under this
         Agreement shall be given in writing, sent by certified mail, return
         receipt requested, to his residence in the case of the Employee, or to
         its principal place of business, in the case of Employer.

9.       WAIVER OF BREACH. The waiver by Employer of a breach of any provision
         of this Agreement by the Employee shall not operate or be construed as
         a waiver of any subsequent breach by the Employee. No waiver shall be
         valid unless in writing and signed by Employer.

10.      ASSIGNMENT. The Employee acknowledges that the services to be rendered
         by him are unique and personal. Accordingly, the Employee may not
         assign any of his rights or delegate any of his duties or obligations
         under this Agreement. The rights and obligations of the Employer under
         this Agreement shall inure to the benefit of and shall be binding upon
         the successors and assigns of the Employer.

11.      TERMINATION UPON SALE OF BUSINESS. Notwithstanding anything to the
         contrary, the Employer may terminate this Agreement upon twenty-one
         (21) says notice to the Employee upon the happening of any of the
         following events:

         a.       The sale of the Employer's business or substantially all of
                  its assets to a single purchaser or to a group of associated
                  purchasers;

         b.       The sale, exchange or other disposition, in one transaction,
                  of at least a fifty (50%) percent interest in the Employer's
                  business;


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         c.       The merger or consolidation of the Employer's business in a
                  transaction in which the owners of the business receive less
                  than a fifty (50%) percent interest in the new or continuing
                  operation.

12.      TERMINATION WITHOUT CAUSE. The Employer may terminate this Agreement
         without cause at any time upon fourteen (14) days written notice to the
         Employee. In such event, the Employee, if requested by the Employer,
         shall continue to render his services, and shall be paid his regular
         compensation and earned vacation up to and to the date of termination
         and, in addition, there shall be paid to the Employee, on the date of
         termination, a severance allowance equal to sixth months' base
         compensation. If iPIX headquarters is relocated to another region of
         the country and you opt not to relocate and as a result, you terminate
         your employment, you will receive six months base compensation. The
         Employee may terminate this Agreement without cause upon fourteen (14)
         days written notice to the Employer. The Employee shall continue to
         render his services and shall be paid hs regular compensation and
         earned vacation days up to the date of termination.

13.      TERMINATION WITH CAUSE. Employment terminated for cause - as used
         herein, "for cause" shall mean dishonesty, fraud, gross neglect or
         gross malperformance of duty, intentional damage to substantial
         property of Employer, conviction of a crime involving moral turpitude
         or the performance of any act materially detrimental to the interest of
         Employer which was intended by the Employee to have such affect. In
         such event, no severance allowance shall be paid to the Employee; but
         the Employee shall continue to render services and shall be paid his
         regular compensation and earned vacation days up to the date of
         termination.

14.      ENTIRE AGREEMENT. This Agreement contains the entire understanding of
         the parties. It may be changed only by an Agreement in writing, signed
         by the parties hereto.

15.      GOVERNING LAW. This agreement, and all transactions contemplated
         hereby, shall be governed by, construed and enforced in accordance with
         the laws of the State of California. The parties herein waive trial by
         jury and agree to submit to the personal jurisdiction and venue of a
         court of subject matter jurisdiction located in the State of
         California. In the event that litigation results from or arises out of
         this Agreement or the performance thereof, the parties agree to
         reimburse the prevailing party's reasonable attorney's fees, court
         costs, and all other expenses, whether or not taxable by the court as
         costs, in addition to any other relief to which the prevailing party
         may be entitled. In such event, no action shall be entertained by said
         court or any court of competent jurisdiction if filed more than one
         year subsequent to the date the cause (s) of action actually accrued
         regardless of whether damages were otherwise as of said time
         calculable.

16.      INDEMNITY. The Employer shall indemnify the Employee and hold him
         harmless for any acts or decisions made by him in good faith while
         performing services for


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         the Employer and will use its best efforts to obtain coverage for the
         Employee under any insurance policy now in force or hereinafter
         obtained during the term of this Agreement covering the other officers,
         and/or employees of the Employer against lawsuits

17.      WORKING FACILITIES. The Employee shall be provided such other
         facilities and services as are suitable to his position and appropriate
         for the performance of his duties.

18.      CONTRACTUAL PROCEDURES. Unless specifically disallowed by law, should
         litigation arise hereunder, service of process, therefore, may be
         obtained through certified mail, return receipt requested; the parties
         hereto waiving any and all rights they may have to object to the method
         by which service was perfected.

19.      BENEFITS. The Company provides extensive benefits in accordance with
         the policies established by the Board of Directors. These benefits
         reviewed annually by the Board of Directors and may be modified,
         amended, altered, discontinued or canceled at any time in the
         discretion of the Board of Directors and without breaching this
         contract. Exhibit "B" give the present benefits program in effect at
         the time of employment.

20.      ASSIGNMENT.

         In consideration of my employment by IPIX and the wages, salaries and
         other benefits which I will acquire, I agree:

         (a)      To assign and transfer to IPIX all right, title and interest
                  to all inventions, discoveries or improvements, patentable or
                  unpatentable, conceived or made by me, either alone or with
                  others, during the period of my employment which fall within
                  or arise out of the nature of my employment, arise as a result
                  of my employment or fall within or arise out of the fields of
                  business, work or investigation of IPIX and to make and
                  maintain adequate and current written records of all of the
                  foregoing; and

         (b)      To execute any and all instruments and do all things which
                  IPIX deems necessary to vest and maintain and protect and
                  enforce in IPIX the entire right, title and interest to all
                  such inventions, discoveries and improvements in any and all
                  countries at IPIX's request and without additional
                  remuneration to me.

21.      WAIVER.

         Failure to insist upon strict compliance with any provision hereof
shall not be deemed a waiver of such provision or any other provision hereof.


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22.      MODIFICATION.

         This Agreement may not be modified except by an agreement in writing
         executed by the parties hereto. The invalidity or unenforceability of
         any provision hereof shall not affect the validity or enforceability of
         any other provision.






   IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT ON THIS
                      __26___ DAY OF __JANUARY____, 2000.


                                            "EMPLOYER":

                                            Interactive Pictures Corporation

                                            By:    /Joseph Viglione/
                                                -------------------------------
                                                Joseph Viglione
                                                Vice President, Administration

                                            "EMPLOYEE":

                                                        /Steven Hicks/
                                                -------------------------------
                                                         Steven Hicks


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                                    EXHIBIT A



Job Description:           Executive Vice President, Strategy and
                           Chief Knowledge Officer



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                                    EXHIBIT B


MEDICAL INSURANCE

Physician services require $15 co-pay within the network. A $500 deductible (3x
family) applies toward all expenses not covered by the plan, 100% coverage after
deductible is met. The Company covers the total cost of the employee and 75% of
dependent coverage. The remaining 25% of dependent coverage is paid through
payroll deduction.

DENTAL/VISION INSURANCE

Dental and vision insurance is provided at no cost to the employee. There is a
$15 a month charge for dental coverage and a $10 a month charge for vision
coverage for dependents.

DISABILITY INSURANCE

The Company provides Short-term and Long-term Disability insurance at no cost to
the employee. Short-term insures up to 90 days of the disability with benefit
based on years of service. Long-term takes effect after 90 calendar days of
disability. It pays 60% of salary up to $5,000 per month until age 70.

LIFE INSURANCE

The Company insures, with no cost to the employee, at a rate of 2 x base salary.

PAID LEAVE

Nine Corporate holidays are observed during the year. Vacation may be used after
3 months of employment at a rate of 12 days from 1-4 years, 15 days after 5-9
years and 20 days after 10 or more years of service.

EDUCATION/PROFESSIONAL DEVELOPMENT BENEFITS

The Company offers assistance to employees and their dependents for
reimbursement of educational expenses up to $1,000 a year up to 5 years of
service.

PROFESSIONAL SOCIETY MEMBERSHIP

The Company encourages active participation in professional societies and will
fund 50% of the membership fees in any related professional society.

RETIREMENT 401K PLAN

The Company provides a pre-retirement savings plan one the employee has
completed six months of service. The plan allows the employee to defer up to 16%
of the associates salary and the Company matches $.65 on each dollar you
contribute up to 6.15% with vesting after 3 years.


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