NETRADIO CORP
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>c58490ex10-2.htm
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>

<HTML>
<HEAD>
<TITLE>ex10-2</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->



<P align="right"><B>EXHIBIT 10.2</B>

<P align="center"><B>EXECUTIVE EMPLOYMENT AGREEMENT</B>

<P>This Executive Employment Agreement (&#147;Agreement&#148;) made effective as of the 23rd day of August, 2000, by and
between NetRadio Corporation, a Minnesota corporation (&#147;Company&#148;) and Michael Wise (&#147;Executive&#148;).

<P>WHEREAS, the Executive desires to become employed by the Company on the terms set forth in this Agreement; and

<P>WHEREAS, the Company desires to employ the Executive on the terms set forth in this Agreement.

<P>NOW THEREFORE, in consideration of the foregoing premises, mutual covenants and obligations contained in this
Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

<P>1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Employment. Subject to the terms and conditions of this Agreement, the Company hereby employs Executive, and
Executive hereby accepts employment with the Company, as its Chief Financial Officer. Executive agrees to devote
substantially all of his working time and to give his best effort to performing his duties on behalf of Company.
Company agrees not to transfer Executive to another position during the term of this Agreement without
Executive&#146;s consent.

<P>2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Term. Unless sooner terminated as provided herein, the term of Executive&#146;s employment hereunder is for a two-
(2)&nbsp;year term, commencing August&nbsp;1, 2000 (the &#147;Employment Period&#148;). This Agreement may be renewed after the
Employment Period by mutual written agreement between Executive and Company.

<P>3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Compensation. During the Employment Period, Executive&#146;s compensation shall be as follows:

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>3.1. Salary. The Company will pay to Executive a base salary of $145,000 per calendar year, prorated for
partial calendar years. Executive&#146;s salary will be paid in semimonthly installments or in accordance with the
general practices of the Company. In no event will Executive&#146;s salary be reduced unless such reduction is part of
a general reduction in the base salary for all executive officers of the Company implemented as a result of
financial difficulties experienced by the Company.</TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>3.2. Bonus. The Company will pay Executive a guaranteed bonus of $35,000 during the first year of the
Employment Period, with the payment to be made forty-five (45)&nbsp;days after the end of the Company&#146;s fiscal year.
In addition, Executive may be eligible for additional bonus compensation pursuant to the terms of the separate
Executive Incentive Plan adopted by the Company. After the first year of the employment period, Executive will be
eligible for bonus compensation pursuant to the terms of the Executive Compensation Plan.</TD>
</TR>
</TABLE>
<P align="center">&nbsp;
<!-- PAGEBREAK -->
<P><HR noshade><P>




<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>3.3. Fringe Benefits. Executive will be entitled to participate in and to receive benefits under such
benefit plans as the Company may establish and maintain from time to time during the term hereof and for which
Executive qualifies, subject, however, to the Company&#146;s right to amend, supplement or terminate such plans at any
time in its sole discretion.</TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>3.4. Vacation. Executive will be entitled to fifteen (15)&nbsp;days of paid vacation per calendar year of
Executive&#146;s employment hereunder, prorated for partial calendar years.</TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>3.5. Stock Options. Executive will be granted 125,000 incentive stock options for shares of NetRadio
common stock, subject to the terms of the Company&#146;s Amended and Restated 1998 Stock Option Plan and the separate
Incentive Stock Option Agreement between the Company and Executive. Those shares shall vest according to the
following schedule provided Executive remains employed with the Company on the scheduled vesting date: 41,666
shares shall vest on the one-year anniversary of the date of the grant; 41,667 shares shall vest on the second
anniversary of the grant; and 41,667 shares shall vest on the third anniversary of the date of the grant. The
strike price for all shares granted to Executive hereunder shall be the market price the date the option is
approved by the Company&#146;s Board of Directors. If there is any inconsistency between the language of this
Agreement and the Stock Option Agreement with respect to stock options, the terms of the Stock Option Agreement
shall control.</TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>3.6. Expenses. The Company will reimburse Executive for all reasonable business expenses incurred in
performing services hereunder, upon Executive&#146;s presentation to the Company from time to time of itemized
accounts describing such expenditures, all in accordance with the Company&#146;s policy in effect from time to time
with respect to the reimbursement of business expenses.</TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>3.7. Withholding. All payments to Executive under this Agreement will be subject to applicable withholding
for federal and state income taxes, FICA contributions and other required deductions.</TD>
</TR>
</TABLE>
<P>4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Termination. This Agreement may be terminated as follows:

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>4.1. By the Company for Company Cause. The Company may terminate this Agreement for Company Cause upon
Executive&#146;s breach of this Agreement, as defined below. Except as to Sections&nbsp;4.1(ii), 4.1(iii) and 4.1(iv)
below, the Company shall give Executive sixty (60)&nbsp;days advance written notice of such termination, which notice
shall be via registered mail, return receipt requested, and which shall describe in detail the acts or omissions
which the Company believes constitute such breach. The Company shall not be allowed to terminate this Agreement
pursuant to Section&nbsp;4.1(i) if Executive is able to cure such breach within sixty (60)&nbsp;days following delivery of
such notice. However, in no event shall a breach of the provisions of Sections&nbsp;4.1(ii), 4.1(iii) and 4.1(iv) be
subject to cure. Acts or omissions which constitute a breach of this Agreement constituting &#147;Company Cause&#148; shall
be limited to the following:</TD>
</TR>
</TABLE>
<P align="center">2
<!-- PAGEBREAK -->
<P><HR noshade><P>


<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%" align="center">
<TR valign="bottom">
<TD width="9%"></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="86%">&nbsp;</TD>
</TR>
<TR valign="top">
<td></td>
<td>(i)</td>
<td></td>
        <TD valign="top"> Refusal of the Executive to perform the Executive&#146;s reasonable duties hereunder or
substantial and habitual neglect by Executive of his obligations under this Agreement which is not
remedied by Executive within sixty (60)&nbsp;days after his receipt of written notice;</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
<td></td>
<td>(ii)</td>
<td></td>
        <TD valign="top"> Gross misconduct of Executive which is materially detrimental to the Company;</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
<td></td>
<td>(iii)</td>
<td></td>
        <TD valign="top"> Any fraud, theft or embezzlement by Executive of the Company&#146;s assets; or</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
<td></td>
<td>(iv)</td>
<td></td>
        <TD valign="top"> The commission of any other unlawful or criminal act which is punishable as a felony, or
any crime involving dishonesty</TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>4.2. Death. Subject to the provisions of Section&nbsp;5, this Agreement shall terminate upon Executive&#146;s death.</TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>4.3. Total Disability. Subject to the provisions of Section&nbsp;5, this Agreement shall terminate upon
Executive&#146;s Total Disability defined to mean that Executive is unable to perform the essential duties of his
position, either with or without reasonable accommodation, for a period of 180&nbsp;days.</TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>4.4. By Executive for Executive Cause. Executive shall have the right to terminate this Agreement upon
thirty (30)&nbsp;days written notice to the Company upon the occurrence, without Executive&#146;s consent, of any one or
more of the following events, provided that Executive shall not have the right to terminate this Agreement if the
Company is able to cure such event within thirty (30)&nbsp;days following delivery of such notice:</TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%" align="center">
<TR valign="bottom">
        <TD width="9%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="86%">&nbsp;</TD>
</TR>
<TR valign="top">
         <TD></TD>
         <TD>(i)</TD>
         <TD></TD>
        <TD  align="left" valign="top">&nbsp;Executive is removed without his consent as Chief Financial Officer of the Company and
such removal is not pursuant to Section&nbsp;4.1 hereof;</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
        <TD></TD>
        <TD>(ii)</TD>
        <TD></TD>
        <TD  align="left" valign="top">&nbsp;Executive&#146;s duties as Chief Financial Officer are reduced to such an extent as to
constitute a constructive removal of Executive from the position of Chief Financial Officer; or</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="top">
        <TD></TD>
        <TD>(iii)</TD>
        <TD></TD>
        <TD  align="left" valign="top">The Company requires Executive to be based anywhere other than within 50 miles of the
Minneapolis/St. Paul, Minnesota metropolitan statistical area, except for required travel on the
Company&#146;s business to an extent substantially consistent with the business travel obligations which
Executive has typically undertaken on behalf of Company prior to the date of this Agreement.</TD>
</TR>
</TABLE>
</CENTER>
<P>5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consequences of Termination of Agreement.

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>5.1. Death. In the event that this Agreement is terminated due to Executive&#146;s death, Executive&#146;s estate
shall be paid in addition to any amount due Executive under any other document or agreement with the Company:</TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%" align="center">
<TR valign="bottom">
<TD width="9%"></TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="86%">&nbsp;</TD>
</TR>
<TR valign="top">
        <TD></TD>
        <TD>(i)</TD>
        <TD></TD>
        <TD  align="left" valign="top"> His base salary through the end of the month in which his death occurred;</TD>
</TR>
</TABLE>
</CENTER>
<P align="center">3
<!-- PAGEBREAK -->
<P><HR noshade><P>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%" align="center">
<TR valign="bottom">
        <TD width="9%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="86%">&nbsp;</TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD></TD>
        <TD valign="top">(ii)</TD>
        <TD></TD>
        <TD  align="left" valign="top">
Any commissions owing to Executive for sales which were made prior to the time of death,
to be paid in accordance with paragraph 3.3 of this Agreement;</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD></TD>
        <TD valign="top">(iii)</TD>
        <TD></TD>
        <TD  align="left" valign="top">
His accrued but unpaid vacation days for the year in which his death occurred; and</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD></TD>
        <TD valign="top">(iv)</TD>
        <TD></TD>
        <TD  align="left" valign="top">
Any unpaid expense reimbursement.</TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>

<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>5.2. Total Disability. In the event that this Agreement is terminated due to Executive&#146;s Total Disability,
Executive shall receive:</TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%" align="center">
<TR valign="bottom">
        <TD width="9%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="86%">&nbsp;</TD>
</TR>

<TR valign="bottom">
        <TD></TD>
        <TD valign="top">(i)</TD>
        <TD></TD>
        <TD  align="left" valign="top">
His base salary through the end of the sixth (6th) month which defines the Total
Disability;</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD></TD>
        <TD valign="top">(ii)</TD>
        <TD></TD>
        <TD  align="left" valign="top">
Any commissions owing to Executive for sales which were made prior to the end of the
sixth (6th) month which defines the Total Disability, to be paid in accordance with paragraph 3.3 of
this Agreement;</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD></TD>
        <TD valign="top">(iii)</TD>
        <TD></TD>
        <TD  align="left" valign="top">
His accrued but unpaid vacation days for the year in which such Total Disability
occurred;</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD></TD>
        <TD valign="top">(iv)</TD>
        <TD></TD>
        <TD  align="left" valign="top">
Any unpaid expense reimbursement; and</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD></TD>
        <TD valign="top">(v)</TD>
        <TD></TD>
        <TD  align="left" valign="top">
Any restricted stock or stock options which are scheduled to vest prior to the end of the
sixth (6th) month which defines the Total Disability shall vest as scheduled.</TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>5.3. Termination by the Company for Company Cause or by Executive Without Executive Cause. If Executive is
terminated pursuant to Section&nbsp;5.1 hereof, or if Executive voluntarily terminates his employment prior to the end
of the Employment Period (and such termination is not pursuant to Section&nbsp;5.5), the Company shall pay to
Executive:</TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%" align="center">
<TR valign="bottom">
        <TD width="9%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="86%">&nbsp;</TD>
</TR>

<TR valign="bottom">
<TD></TD>
<TD valign="top">(i)</TD>
<TD></TD>
        <TD valign="top"> His base salary through the termination date and commissions owing for sales which were
made prior to the termination date to be paid in accordance with paragraph 3.3 of this Agreement; and</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
<TD></TD>
<TD valign="top">(ii)</TD>
<TD></TD>
        <TD valign="top"> Any unpaid expense reimbursement</TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>5.4. Termination by Executive for Executive Cause or by the Company Without Company Cause. If Executive
terminates this Agreement for Executive Cause, or if the Company terminates this Agreement other than in
accordance with Section&nbsp;4.1 hereof, the Company shall pay or distribute to Executive:</TD>
</TR>
</TABLE>
<P align="center">&nbsp;4
<!-- PAGEBREAK -->
<P><HR noshade><P>


<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%" align="center">
<TR valign="bottom">
        <TD width="9%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="86%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD></TD>
        <TD valign="top">(i)</TD>
        <TD></TD>
        <TD  align="left" valign="top">

His base salary, bonus, COBRA-eligible fringe benefits in which he participated or the
economic value thereof, and any other payments or distributions to which, but for such termination,
Executive would have been entitled under Section&nbsp;3 hereof for the remaining term of the Employment
Period, paid in regular installments according to the Company&#146;s then-current standard payroll
practices;</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD></TD>
        <TD valign="top">(ii)</TD>
        <TD></TD>
        <TD valign="top"> Any commissions which, but for such termination, Executive would have been paid during
the remainder of the Employment Period;</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD></TD>
        <TD valign="top">(iii)</TD>
        <TD></TD>
        <TD valign="top">His accrued but unpaid vacation days through the date of termination;</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">

        <TD></TD>
        <TD valign="top">(iv)</TD>
        <TD></TD>
        <TD valign="top">Any unpaid expense reimbursement; and</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD></TD>
        <TD valign="top">(v)</TD>
        <TD></TD>
        <TD valign="top">All unvested stock options or restricted stock previously granted to Executive shall
immediately vest</TD>
</TR>
</TABLE>
</CENTER>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="9%">&nbsp;</TD>
        <TD width="3%" align="left">&nbsp;</TD>
        <TD width="3%"></td>
<TD width="86%"></TD>
</tr>
<TR valign="top">
<td></td>
<td colspan="3">Bonus payable to Executive under this paragraph will be at least the amount Executive received in the year
preceding Executive&#146;s termination from employment and will be paid within thirty (30)&nbsp;days following the date of
termination. All amounts due under this paragraph shall be paid regardless of whether Executive obtains other
employment during the remainder of the Employment Period, and shall not be subject to setoff on the basis that
Executive has found other employment.</TD>
<td></td>
</TR>
</TABLE>
<P>6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Change in Control.

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>6.1. Effect of Termination Due to Change in Control. If after or due to a &#147;Change in Control&#148; (as that
term is defined below) and prior to the expiration of the Employment Period Executive&#146;s employment is terminated
for any reason, Executive is entitled to the following compensation and benefits:</TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%" align="center">
<TR valign="bottom">
        <TD width="9%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="86%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD></TD>
        <TD valign="top">(i)</TD>
        <TD></TD>
       <TD  align="left" valign="top">
 Executive will receive severance payments for the remainder of the Employment Period, in
an amount equal to remaining salary and bonuses outlined in Paragraph&nbsp;3 herein, with such payments to
be made in the same manner as if Executive had remained employed hereunder;</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD></TD>
        <TD valign="top">(ii)</TD>
        <TD></TD>
       <TD  align="left" valign="top">
 All unvested stock options or restricted stock previously granted to Executive shall
immediately vest;</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD></TD>
        <TD valign="top">(iii)</TD>
        <TD></TD>
       <TD  align="left" valign="top">
Executive shall receive payment for his accrued but unpaid vacation days remaining for
the Employment Period; and</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD></TD>
        <TD valign="top">(iv)</TD>
        <TD></TD>
       <TD  align="left" valign="top">
Any unpaid expense reimbursements</TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>6.2. Change in Control. For purposes of this Section&nbsp;6.2, the term &#147;Change in Control&#148; shall mean (a)&nbsp;the
sale, lease, exchange or other transfer of all or substantially all of the assets of the Company (in one
transaction or in a series of related transactions) to a</TD>
</TR>
</TABLE>
<P align="center">&nbsp;5
<!-- PAGEBREAK -->
<P><HR noshade><P>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>corporation that is not controlled by the Company, (b)&nbsp;the approval by the shareholders of the Company of any
plan or proposal for the liquidation or dissolution of the Company, or (c)&nbsp;a Change in Control of the Company of
a nature that would be required to be reported (assuming such event has not been previously reported) in response
to Item&nbsp;1(a) of the Current Report on Form&nbsp;8-K, as in effect on the effective date of this Agreement, pursuant to
Section&nbsp;13 or 15(d) of the Exchange Act, whether or not the Company is then subject to such reporting
requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have
occurred at such time as (d)&nbsp;any person becomes, after the date of this Agreement, the &#147;beneficial owner&#148; (as
defined in Rule&nbsp;13d-3 under the Exchange Act), directly or indirectly, of 50% or more of the combined voting
power of the Company&#146;s outstanding securities ordinarily having the right to vote at election of directors, or
(e)&nbsp;individuals who constitute the board of directors of the Company on the date of this Agreement cease for any
reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the
date of this Agreement whose election or nomination for election by the Company&#146;s shareholders was approved by a
vote of at least a majority of the directors comprising the board of directors of the Company on the date of this
Agreement (either by a specific vote or by approval of the proxy statement of the Company in which such person is
named as a nominee for director, without objection to such nomination) shall be, for the purposes of this
clause (e), considered as though such person were a member of the board of directors of the Company on the date of
this Agreement.</TD>
</TR>
</TABLE>
<P>7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Ownership of Properties; Confidentiality; Restrictive Covenants.

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>7.1 Confidential Information. Executive will not, during his employment or at any time after termination
of his employment, make available or divulge to any person, firm, corporation or other entity any information of
or regarding Company or any of Company&#146;s affiliates, or any confidential information pertaining to the business
of any customer or supplier of Company, specifically including, but not limited to, any and all versions of
Company&#146;s proprietary computer software (including source code and object code, hardware, firmware and related
documentation), content development, production and programming strategies, technical information pertaining to
Company&#146;s products and services including product data, product specifications, diagrams, flow charts, drawings,
test results, processes, inventions, research projects and product development, trade secrets, customer lists and
customer information, supplier lists and supplier information, purchasing techniques, advertising strategies,
business policies, business plans, financial information including cost information, profits, sales information,
accounting and unpublished financial information, methods of operation, marketing programs and methods, customer
price lists, information concerning Company&#146;s current and former employees including their compensation,
strengths, weaknesses and skills, information submitted to Company by its customers, suppliers, employees,
consultants or co-ventures, or any other confidential or secret information concerning the business and affairs
of Company or any of its affiliates that is not generally known to the public (hereafter, collectively referred
to as &#147;Confidential Information&#148;).</TD>
</TR>
</TABLE>
<P align="center">&nbsp;6
<!-- PAGEBREAK -->
<P><HR noshade><P>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>7.2. Prohibition Against Use of Confidential Information. Executive will not, during or subsequent to the
termination of Executive&#146;s employment under this Agreement, use or disclose (other than in connection with
Executive&#146;s employment with the Company) any Confidential Information to any person not employed by the Company
or not authorized by the Company to receive such Confidential Information. The obligations contained in Section&nbsp;7
will survive as long as the Company, in its sole judgment, considers the information to be Confidential
Information.</TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>7.3. Return of Proprietary Property. Executive agrees that all property in Executive&#146;s possession
belonging to the Company including, without limitation, all documents, reports, manuals, memoranda, electronic
data, computer printouts, customer lists, Company credit cards, keys, products, access cards, Company
automobiles, and all other property relating to the business of the Company are the exclusive property of the
Company even if the Executive authored, developed, created or assisted in authoring, developing or creating such
property. Executive shall return to the Company all such documents and property which are in Executive&#146;s
possession or subject to Executive&#146;s control, and all copies of any of the foregoing, immediately upon
termination of Executive&#146;s employment or at such earlier time as the Company may reasonably request.</TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>7.4. Restrictive Covenants. During the term of Executive&#146;s employment with Company, and for a period of
six (6)&nbsp;months thereafter, Executive will not:</TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%" align="center">
<TR valign="bottom">
        <TD width="9%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="86%">&nbsp;</TD>
</TR>
<TR valign="bottom">
<td></td>
<td valign="top">(i)</td>
<td></td>
        <TD valign="top"> Own, manage, operate or control, or participate in the ownership, management, operation or
control of, or be employed by or act as a consultant or advisor to or be connected in any manner
with, any corporation, person, firm or other entity that is competitive with the Company;</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
<td></td>
<td>(ii)</td>
<td></td>
        <TD valign="top"> Solicit customers or the business of any person, firm, corporation or other entity who
shall have been a customer or account of Company or any of Company&#146;s affiliates while Executive was
employed by Company for the purpose of selling to such customer or account any product or service
similar to or which competes with any product or service which shall have been sold by Company or any
of Company&#146;s affiliates during Executive&#146;s employment with Company;</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
<td></td>
<td>(iii)</td>
<td></td>
        <TD valign="top"> Induce or attempt to induce any employee of or consultant to Company to do any of the
foregoing or to discontinue such association with Company; or</TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
<td></td>
<td>(iv)</td>
<td></td>
        <TD valign="top"> During Executive&#146;s employment with Company, Executive shall not engage in any business
activity that is competitive with Company&#146;s business activities. Further, during Executive&#146;s
employment with Company, Executive shall not engage in any other activities that conflict with
Company&#146;s best interests</TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>7.5. Survival of Restrictive Covenants. The restrictive covenants contained in paragraph 7.4 shall survive
expiration or termination of this Agreement.</TD>
</TR>
</TABLE>
<P align="center">7
<!-- PAGEBREAK -->
<P><HR noshade><P>




<P>8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Miscellaneous.

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>8.1. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Company&#146;s
successors and assigns provided, however, that this Agreement may not be assigned by any of the parties hereto
without the prior written consent of each of the parties hereto. This Agreement shall be binding upon and inure
to the benefit of any successor of the Company, including a purchaser of either the stock or assets of the
Company, and any such successor shall absolutely and unconditionally assume all of the Company&#146;s obligations
hereunder.</TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>8.2. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which together shall constitute one and the same instrument.</TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>8.3. Construction. Wherever possible, each provision of this Agreement will be interpreted so that it is
valid under the applicable law. If any provision of this Agreement is to any extent invalid under the applicable
law, that provision will still be effective to the extent it remains valid. The remainder of this Agreement also
will continue to be valid, and the entire Agreement will continue to be valid in other jurisdictions.</TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>8.4. Waivers. No failure or delay by either the Company or Executive in exercising any right or remedy
under this Agreement will waive any provision of this Agreement, nor will any single or partial exercise by
either the Company or Executive of any right or remedy under this Agreement preclude either of them from
otherwise or further exercising these rights or remedies, or any other rights or remedies granted by any law or
any related document.</TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>8.5. Captions. The headings in this Agreement are for convenience of reference only and do not affect the
interpretation of this Agreement.</TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>8.6. Modification/Entire Agreement. This Agreement may not be altered, modified or amended except by an
instrument in writing signed by all of the parties hereto. No person, whether or not an officer, agent, employee
or representative of any party, has made or has any authority to make for or on behalf of that party any
agreement, representation, warranty, statement, promise, arrangement, or understanding not expressly set forth in
this Agreement or in any other document executed by the parties concurrently herewith. This Agreement and all
other documents executed by the parties concurrently herewith, including the Stock Option Agreement and
Restricted Stock Agreement, constitute the entire agreement between the parties on the subject matters contained
herein and supersedes all express or implied, prior or concurrent, with respect to the subject matter hereof.</TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD>&nbsp;</TD>
        <TD>8.7. Governing Law. The laws of the State of Minnesota shall govern the validity, construction and
performance of this Agreement. Courts in the State of Minnesota shall be the exclusive forum for resolving any
disputes relating to this Agreement.</TD>
</TR>
</TABLE>
<P align="center">8
<!-- PAGEBREAK -->
<P><HR noshade><P>




<P>IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="50%">&nbsp;</TD>
        <TD width="50%"><FONT size="3">EXECUTIVE:</font></TD>
</TR>
<tr><td><tr><td><tr><td><tr><td>
<p>&nbsp;
</TABLE>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="50%">&nbsp;</TD>
       <TD width="50%"><FONT size="3">/s/ MICHAEL P. WISE<hr size="1" width="55%" align="left">

Michael Wise</font><BR></td>
</tr>
<tr><Td><tr><Td><tr><Td><tr><Td>
<p>&nbsp;


</TR>
</TABLE>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="50%">&nbsp;</TD>
        <TD width="50%"></TD>
</TR>

<TR valign="top">
<td></td>
        <TD>NETRADIO CORPORATION</TD>
</tr>
<tr><td><tr><td><tr><td><tr><td>
<p>&nbsp;
<tr><td><tr><td><tr><td><tr><td>
<p>&nbsp;
<TR valign="top">
<td></td>
<td><FONT size="3">By: /s/ EDWARD
TOMECHKO<hr size="1" width="55%" align="left">
Its: President &#38;
CEO<hr size="1" width="55%" align="left"></font></td>
</TABLE>


<P align="center">9
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
