NEWGEN RESULTS CORP
EXHIBIT 10.38
<DOCUMENT>
<TYPE>EX-10.38
<SEQUENCE>11
<FILENAME>ex-10_38.txt
<DESCRIPTION>EXHIBIT 10.38
<TEXT>

<PAGE>

===============================================================================

                              EMPLOYMENT AGREEMENT

                                 BY AND BETWEEN

                                  CARABUNGA.COM
                             A DELAWARE CORPORATION

                                       AND

                                 JAMES K. ROCHE

===============================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE
<S>      <C>                                                                                                    <C>
1.       EMPLOYMENT...............................................................................................1

2.       LOYAL AND CONSCIENTIOUS PERFORMANCE; NON-COMPETITION.....................................................1

3.       TERM OF EMPLOYMENT.......................................................................................2

4.       COMPENSATION OF EXECUTIVE................................................................................2

5.       TERMINATION..............................................................................................3

6.       DEATH OR DISABILITY DURING TERM OF EMPLOYMENT............................................................5

7.       OTHER BENEFITS...........................................................................................5

8.       EXPENSE REIMBURSEMENT....................................................................................6

9.       CONFIDENTIAL AND PROPRIETARY INFORMATION; NONSOLICITATION................................................6

10.      ASSIGNMENT...............................................................................................6

11.      NOTICES..................................................................................................6

12.      CHOICE OF LAW............................................................................................6

13.      INTEGRATION..............................................................................................6

14.      WAIVER...................................................................................................7

15.      SEVERABILITY.............................................................................................7

16.      INTERPRETATION...........................................................................................7

17.      REPRESENTATIONS AND WARRANTIES...........................................................................7

</TABLE>

                                          i.
<PAGE>

                                 EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
effective as of January 1, 2000, by and between CARABUNGA.COM, a Delaware
corporation (the "Company") and JAMES K. ROCHE ("Executive").  The Company
and Executive are hereinafter collectively referred to as the "Parties," and
individually referred to as each or any "Party."

                                     RECITALS:

     A.   The Company desires assurance of the association and services of
Executive in order to retain Executive's experience, skills, abilities,
background and knowledge, and is willing to engage Executive's services on
the terms and conditions set forth in this Agreement.

     B.   Executive desires to be in the employ of the Company, and is
willing to accept such employment on the terms and conditions set forth in
this Agreement.

                                     AGREEMENT:

     In consideration of the foregoing premises and the mutual covenants
herein contained, and for other good and valuable consideration, the Parties,
intending to be legally bound, agree as follows:

       1.     EMPLOYMENT.

              1.1    The Company hereby employs Executive, and Executive
hereby accepts employment by the Company, upon the terms and conditions set
forth in this Agreement.

              1.2    Executive shall be the President of the Company or shall
serve in such other executive managerial capacity or capacities as the Board
of Directors of the Company (the "Board") may from time to time prescribe.

              1.3    Executive shall do and perform all services, acts or
things necessary or advisable to manage and conduct the business of the
Company, provided, however, that at all times during his employment Executive
shall be subject to the direction and policies from time to time established
by the Board.

       2.     LOYAL AND CONSCIENTIOUS PERFORMANCE; NON-COMPETITION.

              2.1    During his employment by the Company, Executive shall
devote his full business and professional energies, interest, abilities and
time to the proper and efficient performance of this Agreement.

              2.2    During the term of this Agreement and any period during
which the Executive is receiving compensation or any other consideration from
the Company, including severance pay pursuant to Sections 5.1 and 5.4 herein,
Executive shall not, without the prior written consent of the Board, engage
in competition with the Company or any of its affiliates, either directly or
indirectly, in any manner or capacity, as adviser, principal, agent,
affiliate,

                                     1
<PAGE>

promoter, partner, officer, director, employee, stockholder, owner, co-owner,
consultant, or member of any association or otherwise, in any phase of the
business of developing, manufacturing and/or marketing of products or
services which are in the same field of use or which otherwise directly or
indirectly compete or could reasonably be expected to compete, directly or
indirectly, with the products or services or proposed products or services of
the Company and/or its affiliates.

              2.3    During the term of this Agreement, and any period during
which he receives compensation or any other consideration from the Company,
including severance pay pursuant to Sections 5.1 and 5.4 herein, Executive
agrees not to acquire, assume or participate in, directly or indirectly, any
position, investment or interest known by Executive to be adverse or
antagonistic to the Company, its business or prospects, financial or
otherwise or in any company, person or entity that is, directly or
indirectly, in competition with the business of the Company or any of its
affiliates. Ownership by the Executive, as a passive investment, of less than
two percent (2%) of the outstanding shares of capital stock of any
corporation with one or more classes of its capital stock listed on a
national securities exchange or publicly traded on the Nasdaq Stock Market or
in the over-the-counter market shall not constitute a breach of this
paragraph.

              2.4    While employed by the Company and for two (2) years
thereafter, the Executive agrees that he will not, either directly or through
others: i) solicit or attempt to solicit any employee, consultant or
independent contractor of the Company or any of its affiliates to terminate
his or her relationship with the Company in order to become an employee,
consultant or independent contractor to or for any other person or business
entity; or ii) to solicit or attempt to solicit the business of any customer,
supplier, service provider, vendor or distributor of the Company or any of
its affiliates, which, at the time of termination or two (2) years
immediately prior thereto, was doing business with the Company or any of its
affiliates or listed on Company's or any of its affiliates' customer,
supplier, service provider, vendor or distributor lists.

       3.     TERM OF EMPLOYMENT.  Subject to the Section 5 of this
Agreement, Executive shall be employed by the Company for a two (2) year
term, commencing on the date first above written.  Upon the expiration of the
two year term, this agreement shall be extended for additional periods of one
year each, unless terminated by either party at least thirty days prior to
the expiration of the then current term.

       4.     COMPENSATION OF EXECUTIVE.

              4.1    BASE SALARY.  The Company shall pay Executive a salary
at a rate equal to one hundred fifty thousand dollars ($150,000) per year.
Such base salary shall be payable semi-monthly and shall be prorated for any
partial employment on the basis of a 365 day year.  The Board shall annually
consider whether to increase the Base Salary, which decision shall be in the
sole discretion of the Board.

              4.2    BONUS.  Executive's performance shall be reviewed by the
Board on a periodic basis (but not less than once in each year during the term
of this Agreement) and the Board may, in its sole discretion, award such bonuses
to Executive as shall be appropriate or


                                  2.
<PAGE>

desirable based on Executive's and the Company's performance, as well as such
other criteria that the Board may deem advisable in its sole and absolute
discretion.

              4.3    WITHHOLDING TAXES, ETC.  All of Executive's compensation
shall be subject to customary withholding taxes and any other employment
taxes as are commonly required to be collected or withheld by the Company.

       5.     TERMINATION.

              5.1    TERMINATION BY COMPANY WITHOUT CAUSE.     The Company
may terminate Executive's employment hereunder without Cause (as defined in
Section 5.2 herein) in its sole discretion upon written notice to the
Executive. If Executive's employment under this Agreement is terminated by
the Company without Cause, the Executive shall be entitled to: the
Executive's accrued base salary, a pro-rata portion of the bonus received by
Executive during the preceding year and accrued and unused vacation earned
through the Executive's last day of employment, less standard deductions and
withholdings.  In addition, upon Executive's furnishing to the Company an
executed waiver and release of claims (a form of which is attached hereto as
Exhibit A), the Executive shall be entitled to (i) the continuation of the
Executive's monthly base salary in effect at the time of termination plus a
monthly payment equal to one-twelfth (1/12) of the bonus Executive received
during the preceding year for a period of twelve  months (the "Cause
Severance Period"), less standard deductions and withholdings and (ii) in the
event that Executive elects continued coverage under COBRA, the Company, as
part of this Agreement and in consideration thereof, will reimburse Executive
for the same portion of Executive's COBRA health insurance premium that it
paid during Executive's employment up until the earlier of either (i) the
last day of the Cause Severance Period or, (ii) the date in which Executive
begins full-time employment with another company or business entity, provided
that Executive will be responsible for the same portion of the COBRA health
insurance premium that Executive paid during Executive's employment with the
Company.

              5.2    TERMINATION BY COMPANY FOR CAUSE.  At the direction of
the Board, the Company may terminate Executive's employment hereunder for
Cause by delivery of written notice to Executive specifying the cause or
causes relied upon for such termination.  Executive shall be entitled to
receive Executive's accrued base salary and any accrued but unused vacation
earned through the date of termination, less standard deductions and
withholdings.  Grounds for the Company to terminate for "Cause" shall consist
of the occurrence of any of the following events:

                     5.2.1  Executive's failure or refusal to perform the
duties reasonably related to the capacity in which he is employed hereunder
which have been or may be assigned to him by the Board, and Executive has not
corrected such conduct within thirty (30) days of written notice thereof from
the Company to Executive;

                     5.2.2  Executive's performance of any action when
specifically and reasonably instructed not to do so by the Board;

                     5.2.3  Executive's commission of any fraud against the
Company or use or appropriation for his personal use or benefit of any funds
or properties of the Company in a material amount not authorized by the Board
to be so used or appropriated;

                     5.2.4  Executive's conviction of any crime involving
moral turpitude;

                                  3.
<PAGE>

                     5.2.5  Executive's material breach of any provision of
this Agreement or any other agreement between Executive and the Company, and
Executive's failure to cure such breach within thirty (30) days of written
notice thereof from the Company to Executive.

              5.3    TERMINATION BY EXECUTIVE WITHOUT GOOD REASON.  Executive
may voluntarily terminate his employment hereunder without Good Reason (as
defined in Section 5.4  herein) in his sole discretion by giving prior
written notice to the Company.  Executive shall be entitled to receive
Executive's accrued base salary earned through the date of termination and
any accrued but unused vacation pay, less standard deductions and
withholdings.

              5.4    TERMINATION BY EXECUTIVE FOR GOOD REASON.  Executive may
terminate his employment hereunder for Good Reason by delivery of written
notice to the Company specifying the reason or reasons relied upon for such
termination.  If Executive's employment under this Agreement is terminated by
Executive for Good Reason, the Executive shall be entitled to the Executive's
accrued base salary and accrued and unused vacation earned through the
Executive's last day of employment, subject to standard deductions and
withholdings.  In addition, upon Executive's furnishing to the Company a an
executed waiver and release of claims (a form of which is attached hereto as
Exhibit A), the Executive shall be entitled to:  (i) the continuation of the
Executive's monthly base salary in effect at the time of termination, plus a
monthly payment equal to one-twelfth (1/12) of the bonus Executive received
during the preceding year less standard deductions and withholdings, for a
period of twelve (12) months (the "Good Reason Severance Period") and (ii) in
the event that Executive elects continued coverage under COBRA, the Company,
as part of this Agreement and in consideration thereof, will reimburse
Executive for the same portion of Executive's COBRA health insurance premium
that it paid during Executive's employment up until the earlier of either (i)
the last day of the Good Reason Severance Period or, (ii) the date in which
Executive begins full-time employment with another company or business
entity, provided that Executive will be responsible for the same portion of
the COBRA health insurance premium that Executive paid during Executive's
employment with the Company.  Grounds for Executive to terminate his
employment for 'Good Reason" shall consist of the occurrence of any of the
following events:

                     5.4.1  If the Company requires Executive to perform any
act which is illegal, including commission of any crime involving moral
turpitude, notwithstanding Executive's notice thereof to the Board;

                     5.4.2  If the Company is in material breach of any
provision of this Agreement and the Company has not cured such breach within
thirty (30) days of written notice thereof from Executive to the Company; and

                     5.4.3  If, without Executive's prior consent, there is a
substantial change in Executive's duties or responsibilities relating to his
employment with the Company.

              5.5    TERMINATION UPON DEATH OR DISABILITY.  Executive's
employment hereunder shall terminate without notice upon the date of
Executive's death or the date when Executive becomes "completely disabled" as
that term is defined in Section 6.2.

              5.6    COVENANT NOT TO COMPETE.  Notwithstanding any provisions in
this Agreement to the contrary, including any provisions contained in this
Section 5, the Company's

                                  4.
<PAGE>

obligations, and the Executive's rights, pursuant to Sections 5.1 and 5.4
shall cease and be rendered a nullity immediately should the Executive
violate the provision of Sections 2.2 or 2.3 herein or should the Executive
violate the terms and conditions of the Executive's Proprietary Information
and Inventions Agreement.

              5.7    TERMINATION OF OBLIGATIONS.  In the event of the
termination of the Executive's employment hereunder and pursuant to this
Section 5, the Company shall have no obligation to pay Executive any Base
Salary, bonus or other compensation or benefits, except as provided in this
Section 5 or for benefits due to the Executive (and/or the Executive's
dependents under the terms of the Company's benefit plans).  The Company may
offset any amounts Executive owes it or its subsidiaries against any amount
it owes Executive pursuant to this Section 5.

              5.8    POST-TERMINATION CONSULTING AGREEMENT.  Upon termination
or resignation of Executive's employment with the Company for any reason, and
at the Company's sole and absolute discretion, the Company and Executive, may
enter into a Consulting Agreement, in the form attached hereto as Exhibit C.
The Company will notify Executive in writing of its intent to enter into such
Consulting Agreement within 14 days of the termination of employment.
Notwithstanding the foregoing, if the Company requires that Executive enter
into the Consulting Agreement, and Executive fails to deliver an executed
copy of the Consulting Agreement to the Company, the Consulting Agreement
will be deemed to be entered into by both parties and shall continue in full
force and effect.

       6.     DEATH OR DISABILITY DURING TERM OF EMPLOYMENT.

              6.1    PAYMENT OF BASE SALARY.  Upon termination of Executive's
employment pursuant to Section 5.5, Executive or his estate or personal
representative, as the case may be, shall be entitled to receive Executive's
Base Salary at the applicable rate set forth in Section 4.1 for a period of
three (3) months following the date of death or the date when Executive
becomes completely disabled.

              6.2    DISABILITY DEFINED.  The term "completely disabled" as
used in this Agreement shall mean the inability of Executive to perform his
duties under this Agreement because he has become permanently disabled within
the meaning of the policy of disability income insurance provided to him by
the Company.

       7.     OTHER BENEFITS.

              7.1    BENEFIT PLANS.  Executive shall be eligible to
participate in and be covered by any pension, profit sharing, life insurance,
accident insurance, health insurance, hospitalization, disability, medical
reimbursement or other plan(s) maintained from time to time by the Company
for its employees. The Company shall provide Executive with long-term
disability benefits.

              7.2    VACATION.  During each fiscal year of the Term of
Employment, Executive shall be entitled to vacation of twenty (20) working
days (which shall accrue ratably) in each such fiscal year at full salary.
In the event that Executive accrues forty (40) days of vacation, no further
vacation shall accrue until the accrued balance is brought below forty (40)
days.

                                  5.
<PAGE>

       8.     EXPENSE REIMBURSEMENT.  The Company shall pay on Executive's
behalf, or reimburse Executive for, any expenses reasonably incurred in
connection with his employment and which are not incurred in violation of any
policy or policies regarding expenses which may be adopted by the Board from
time to time.  Executive agrees to submit receipts and other documentation to
support the above expenses as a condition of reimbursement therefor.

       9.     CONFIDENTIAL AND PROPRIETARY INFORMATION; NONSOLICITATION.

              9.1    The Executive agrees to continue to abide by the
Proprietary Information and Inventions Agreement executed by Executive on
_____________ and attached hereto as Exhibit B.

       10.    ASSIGNMENT. This Agreement and any agreements referenced herein
constitute the entire agreement between the parties and may be waived,
modified or amended only by an agreement in writing signed by both parties.

       11.    NOTICES.  All notices or demands of any kind required or
permitted to be given by the Company or Executive under this Agreement shall
be given in writing and shall be personally delivered (and receipted for) or
mailed by certified mail, return receipt requested, postage prepaid,
addressed as follows:

                     If to the Company:

                            Board of Directors of Carabunga.com
                            12680 High Bluff Drive, Suite 300
                            San Diego, California 92130
                            Attn: Chairman

                     If to Executive:

                            James K. Roche
                            1835 Amalfi Drive, #304
                            Encinitas, CA 92024


Any such written notice shall be deemed received when personally delivered or
three (3) days after its deposit in the United States mail as specified
above. Either Party may change his/its address for notices by giving notice
to the other Party in the manner specified in this section.

       12.    CHOICE OF LAW.  This Agreement is made in San Diego,
California. This Agreement shall be construed and interpreted in accordance
with the internal laws of the State of California.

       13.    INTEGRATION.  This Agreement, including Exhibits A and B
hereto, dated as of the date hereof between Executive and the Company,
contains the entire agreement of the parties relating to the subject matter
of this Agreement, and supersedes all prior oral and written employment
agreements or arrangements between the Parties, including the prior
employment

                                       6.
<PAGE>

agreement between the Parties dated April 29, 1999.  This Agreement cannot be
amended or modified except by a written agreement signed by Executive and the
Company.

       14.    WAIVER.  No term, covenant or condition of this Agreement or
any breach thereof shall be deemed waived, except with the written consent of
the Party against whom the waiver is claimed, and any waiver of any such
term, covenant, condition or breach shall not be deemed to be a waiver of any
preceding or succeeding breach of the same or any other term, covenant,
condition or breach.

       15.    SEVERABILITY.  If any provision set forth in this Agreement is
determined by any arbitrator or court of competent jurisdiction to be invalid
or unenforceable for any reason, such provision, to the specific extent that
it is unenforceable, shall be interpreted to the maximum extent as to which
it is valid and enforceable in order to effectuate the Parties' intent to the
greatest extent possible.  Any such deletion or interpretation shall have no
effect on the validity or enforceability of any remaining provision of this
Agreement.

       16.    INTERPRETATION.  The headings set forth in this Agreement are
for convenience only and shall not be used in interpreting this Agreement.

       17.    REPRESENTATIONS AND WARRANTIES.  Executive represents and
warrants that he is not restricted or prohibited, contractually or otherwise,
from entering into and performing each of the terms and covenants contained
in this Agreement, and that his execution and performance of this Agreement
will not violate or breach any other agreement between Executive and any
other person or entity.

       IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first above written.

                                    The Company:

                                    CARABUNGA.COM
                                    a Delaware corporation


                                    By:    /s/ Gerald L. Benowitz
                                           -----------------------
                                    Name:  Gerald L. Benowitz
                                           -----------------------
                                    Title: President & CEO
                                           -----------------------


                                    Executive:

                                           /s/ James K. Roche
                                           -----------------------
                                           JAMES K. ROCHE


                                     7.
<PAGE>

                                     EXHIBIT A

                            RELEASE AND WAIVER OF CLAIMS

     In consideration of the payments and other benefits set forth in Section
__ of the Employment Agreement dated ___________, to which this form is
attached, I, JAMES K. ROCHE, hereby furnish CARABUNGA.COM (the "Company"),
with the following release and waiver ("Release and Waiver").

     I hereby release, and forever discharge the Company, its officers,
directors, agents, employees, stockholders, successors, assigns, affiliates,
parent, subsidiaries, and Benefit Plans, of and from any and all claims,
liabilities, demands, causes of action, costs, expenses, attorneys' fees,
damages, indemnities and obligations of every kind and nature, in law,
equity, or otherwise, known and unknown, suspected and unsuspected, disclosed
and undisclosed, arising at any time prior to and including my employment
Termination Date with respect to any claims relating to my employment and the
termination of my employment, including but not limited to, claims pursuant
to any federal, state or local law relating to employment, including, but not
limited to, discrimination claims, claims under the California Fair
Employment and Housing Act, and the Federal Age Discrimination in Employment
Act of 1967, as amended ("ADEA"), or claims for wrongful termination, breach
of the covenant of good faith, contract claims, tort claims, and wage or
benefit claims, including but not limited to, claims for salary, bonuses,
commissions, stock, stock options, vacation pay, fringe benefits, severance
pay or any form of compensation.

     I also acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows:  "A GENERAL RELEASE DOES NOT
EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." I hereby expressly waive
and relinquish all rights and benefits under that section and any law of any
jurisdiction of similar effect with respect to any claims I may have against
the Company.

     I acknowledge that, among other rights, I am waiving and releasing any
rights I may have under ADEA, that this Release and Waiver is knowing and
voluntary, and that the consideration given for this Release and Waiver is in
addition to anything of value to which I was already entitled as an employee
of the Company.  I further acknowledge that I have been advised, as required
by the Older Workers Benefit Protection Act, that:  (a) the Release and
Waiver granted herein does not relate to claims which may arise after this
Release and Waiver is executed; (b) I have the right to consult with an
attorney prior to executing this Release and Waiver (although I may choose
voluntarily not to do so); and if I am over 40 years of age upon execution of
this Release and Waiver: (c) I have twenty-one (21) days from the date of
termination of my employment with the Company in which to consider this
Release and Waiver (although I may choose voluntarily to execute this Release
and Waiver earlier); (d) I have seven (7) days following the execution of
this Release and Waiver to revoke my consent to this Release and Waiver; and
(e) this Release and Waiver shall not be effective until the seven (7) day
revocation period has expired.

Date: __________________                By:__________________________________
                                           JAMES K. ROCHE


<PAGE>

                                     EXHIBIT B

                                   CARABUNGA.COM

                           EMPLOYEE INVENTION ASSIGNMENT
                                        AND
                             CONFIDENTIALITY AGREEMENT


<PAGE>

                                      EXHIBIT C

                                CONSULTING AGREEMENT

     THIS CONSULTING AGREEMENT (this "Agreement") is made and entered into
effective as of ___________, 2000 by and between CARABUNGA.COM, a Delaware
corporation (the "Company") and JAMES K. ROCHE ("Consultant").

     A.   The Company provides consulting, marketing and database management
services to automobile dealerships and manufacturers;

     B.   Consultant is the Senior Vice President and Chief Financial Officer
of the Company pursuant to an employment agreement dated as of the date
hereof (the "Employment Agreement"); and

     C.   Because of Consultant's intimate knowledge of the business of the
Company, the Company desires the option to engage the services of Consultant,
and Consultant desires to be so engaged, upon notice of termination of
employment pursuant to the Employment Agreement.

     NOW, THEREFORE, in consideration of the above facts and the mutual
promises set forth in this Agreement, the parties agree as follows:

     1.   SERVICES.  In the event Consultant's employment under the
Employment Agreement is terminated, by either the Company or by Consultant,
for any reason other than death or disability, then, the Company shall have
the option to engage Consultant to perform the services and undertake the
duties and responsibilities set forth in Schedule A attached hereto and
incorporated herein (collectively, the "Services") for a period of twelve
months from the date on which Consultant's employment with the Company is
terminated.  The Company agrees to notify the Executive of its decision
within fourteen (14) days of the date of termination of Executive's
employment.   Consultant agrees to render the Services under the terms and
conditions set forth in this Agreement.

     2.   TERM.  The term of this Agreement (the "Term") shall commence upon
the date Consultant's employment with the Company is terminated and shall
remain in full force and effect for a period of twelve (12) months or until
either party terminates the Agreement upon thirty days written notice to the
other party.  In the event the Company does not elect to engage Consultant
within fourteen (14) days of the date of termination of Consultant's
employment, then this Agreement shall have no effect and shall not be binding
upon either the Company or upon Consultant.

     3.   CONSULTING FEES.  As payment for the Services, Consultant shall
receive payment as set forth in Schedule B attached hereto and incorporated
herein, which shall constitute complete payment for the Services.  In the
event Consultant's employment with the Company is terminated for Cause or
Without Good Reason, then the Company shall be entitled to set off against
the consulting fees any other income Consultant receives during the Term from
other employment or from contracting engagements with any entity other than
the Company. Consultant agrees to immediately inform the Company of any other
such income he earns during the Term.

<PAGE>

     4.   NO OTHER BENEFITS.  During the Term, Consultant shall not be
entitled to any other compensation or benefits, including benefits provided
generally to employees of the Company, and Consultant's compensation shall
not be subject to withholding, unless, in the Company's view, withholding is
required by applicable law.

     5.   CONFIDENTIAL INFORMATION.  In connection with the performance of
Services hereunder, Consultant may become familiar with trade secrets and
confidential information of the Company (which shall include all trade
secrets and work product resulting from Consultant's provision of the
Services to the Company), which derive independent economic value, actual or
potential, from not being generally known to the public or to other persons
who can obtain economic value from its disclosure or use ("Confidential
Information").  Except as may be reasonably necessary while providing the
Services, Consultant agrees that, during the Term of this Agreement and
thereafter, Consultant and any agents and employees of Consultant will not
disclose or utilize any of the Confidential Information (including without
limitation details regarding the Company's services, plans for new services,
supplier and customer information and relationships, information regarding
the Company's employees, and business and financial information relating to
the actual or planned business, products, practices and techniques of the
Company) to which Consultant has been privy, unless Consultant becomes
legally required to disclose any such Confidential Information, in which
event Consultant shall provide the Company with prompt notice thereof so that
the Company may seek a protective order or other appropriate remedy.  Upon
the termination of this Agreement, Consultant shall deliver to the Company
all equipment, notes, documents, memoranda, reports, files, books,
correspondence, lists or other written or graphic records and the like
belonging to the Company which are or have been in Consultant's possession or
control.

     6.   PRESERVATION OF CONFIDENTIAL INFORMATION; NONCOMPETITION.

          Consultant agrees that in order to protect the Confidential
Information of the Company and in consideration of the fees receives
hereunder and the Company's execution of the Employment Agreement, during the
Term of this Agreement, Consultant shall not engage as an advisor, principal,
agent, partner, officer, director, stockholder, employee, member of any
association or otherwise in any business or activity conducted within the
United States or Canada which:

          6.1  is substantially similar to any business or activity of the
Company as the same is conducted or proposed to be conducted (as evidenced by
a written plan) by the Company as of the first day of the Term; or

          6.2  is competitive with any business or activity of the Company as
the same is conducted or proposed to be conducted (as evidenced by a written
plan) by the Company on the first day of the Term.

     7.   CUSTOMERS AND EMPLOYEES.  Consultant agrees that during the Term
and for a period of one year thereafter, he will not solicit or cause to be
solicited (i) any of the existing customers of the Company for purposes of
obtaining their custom or trade for a business which is competitive with the
business which is conducted by the Company as of the Notice Date or

<PAGE>

during the Term, or (ii) any of the existing employees of the Company for
purposes of obtaining their employment services.

     8.   SEVERABILITY.  To the extent any provision of this Agreement shall
be adjudicated to be invalid or unenforceable, it shall be considered deleted
herefrom and the remainder of such provision and of this Agreement shall be
unaffected, such deletion to apply only with respect to the operation of this
Agreement in the particular jurisdiction in which such adjudication is made.
In furtherance and not in limitation of the foregoing, should the duration or
geographical extent of, or business activities covered by, any provision of
this Agreement be in excess of that which is valid and enforceable under
applicable law, then such provision shall be construed to cover only the
duration, extent or activities which may validly and enforceably be covered.

     9.   REMEDIES.  In any event of a breach of Consultant's obligations
under this Agreement, Consultant agrees that (a) any and all proceeds, funds,
payments and proprietary interests, of every kind and description, arising
from, or attributable to, such breach shall be the sole and exclusive
property of the Company and (b) the Company shall be entitled to recover any
additional actual damages incurred as a result of such breach.

     10.  INJUNCTIVE RELIEF.  Consultant understands and agrees that the
Company could not be reasonably or adequately compensated in damages in an
action at law for Consultant's breach of his obligations under this
Agreement.  Accordingly, Consultant specifically agrees that the Company
shall be entitled to an injunction enjoining Consultant or any person or
persons acting for or with Consultant in any capacity whatsoever from
violating any of the terms herein. This provision with respect to injunctive
relief shall not diminish the right of the Company to claim and recover
damages pursuant to Section 9 in addition to injunctive relief.

     11.  REPRESENTATIONS AND WARRANTIES.  Consultant represents and warrants
that (a) Consultant is not restricted or prohibited, contractually or
otherwise, from entering into and performing each of the terms and covenants
contained in this Agreement, and (b) Consultant's execution and performance
of this Agreement is not a violation or breach of any other agreement to
which Consultant is a party.

     12.  GOVERNING LAW.  This Agreement is made in San Diego, California and
shall be interpreted and enforced under the internal laws of the State of
California.

     13.  ENTIRE AGREEMENT.  This Agreement and any agreements referenced
herein constitute the entire agreement between the parties and may be waived,
modified or amended only by an agreement in writing signed by both parties.

     14.  ASSIGNMENT.  This Agreement shall inure to the benefit of, and be
binding upon, the successors and permitted assigns of the parties hereto.
This Agreement may not be assigned by Consultant.  This Agreement may not be
assigned by the Company except in connection with a merger of the Company or
pursuant to the sale, transfer or other conveyance of all or substantially
all of the assets of the Company.

     15.  WAIVER.  No covenant, term or condition of this Agreement or breach
thereof shall be deemed waived unless the waiver is in writing, signed by the
party against whom

<PAGE>

enforcement is sought, and any waiver shall not be deemed to be a waiver of
any preceding or succeeding breach of the same or any other covenant, term or
condition.

     16.  NOTICE.  All notices and other communications required or permitted
to be given under this Agreement shall be in writing and shall be deemed to
have been given if delivered personally or sent by certified mail, return
receipt requested, postage prepaid, to the parties at the following addresses
or to such other address as either party to this Agreement shall specify by
notice to the other:

          If to Company:

                         Carabunga.com
                         12680 High Bluff Drive, Suite 300
                         San Diego, California 92130
                         Attn:  Chairman

          If to Consultant:

                         James K. Roche
                         1835 Amalfi Drive, #304
                         Encinitas, CA 92024

     17.  HEADINGS.  Headings or captions of paragraphs or sections of this
Agreement are for convenience of reference only and shall not be considered
in the interpretation of this Agreement.

     18.  ATTORNEY CONSULTATION.  Each party has been informed of his/its
right to consult with his/its attorney prior to signing this Agreement and
has either done so or has considered the matter and decided not to do so.

                                   The Company:

                                   CARABUNGA.COM
                                   a Delaware corporation


                                   By:______________________________
                                   Name: ___________________________
                                   Title: __________________________


                                   Consultant:


                                   __________________________________
                                   JAMES K. ROCHE

<PAGE>

                                     SCHEDULE A


                       SERVICES, DUTIES AND RESPONSIBILITIES

     During the Term, Consultant shall, upon request, consult with the
Company by telephone, by mail and in person from time to time on a part-time
basis during regular business hours.  The consultation shall concern the
management, operation, marketing, sales, purchasing, leasing, financing and
other aspects of the business of the Company, and may include Consultant's
direct contacting of hird parties at the reasonable request of the Company.
Unless otherwise agreed in writing by the parties, the consultation shall not
exceed five (5) hours per week on average during the Term.

<PAGE>

                                      SCHEDULE B


                                    CONSULTING FEE

     In the event Consultant's employment with the Company is terminated
without Cause or Consultant resigns from the Company for Good Reason and
Consultant is receiving severance pay pursuant to Sections 5.1 or 5.4 of the
Employment Agreement, Consultant shall receive no additional fees for the
Services provided hereunder.

     In the event Consultant's employment with the Company is terminated for
Cause or Consultant resigns from the Company without Good Reason (pursuant to
Sections 5.2 or 5.2 of the Employment Agreement), the Company shall pay
Consultant for the Services a consulting fee equal to Consultant's base
salary on the date of termination according to the Company's regular payroll
during the Term of the Agreement.

     The Company shall pay on Consultant's behalf, or reimburse Consultant
for, any expenses reasonably incurred in connection with his rendering of the
Services and which are not incurred in violation of any policy or policies
regarding expenses which may be adopted by the Board of Directors from time
to time.  Consultant agrees to submit receipts and other documentation to
support the above expenses as a condition of reimbursement therefor

</TEXT>
</DOCUMENT>
