VIRTUALSELLERS COM INC
EMPLOYMENT AGREEMENT - MICHAEL PETERSON
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>29
<FILENAME>0029.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - MICHAEL PETERSON
<TEXT>


                              EMPLOYMENT AGREEMENT
                              --------------------

THIS  AGREEMENT effective  as  of  the  1st  day  of  June,  2000
(the "Effective Date"):

BETWEEN:

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

(herein  "Company")

                                                               OF THE FIRST PART

AND:

MICHAEL  PETERSEN,  540  Spring  Lake Road, Columbia, South Carolina, USA, 29206

(herein  "Employee")

                                                              OF THE SECOND PART

WHEREAS  the  Company  has requested the assistance of the Employee in providing
certain  employment  services,  as  hereinafter  described;

WHEREAS  the  Employee has agreed to provide such assistance and services to the
Company  in  accordance  with  the  terms  and  conditions  herein  set  forth;

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

1.     DUTIES  AND  DEVOTION  OF  TIME

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

1.2     Devotion  of  Time.  The  parties  hereto acknowledge and agree that the
work  of  the  Employee  is and shall be of such a nature that regular hours are
insufficient  and impractical and occasions may arise whereby the Employee shall
be  required  to work more than eight (8) hours per day and/or five (5) days per
week.  It  is  also anticipated that the Employee may be required to work during
evenings,  Saturdays, Sundays and Public Holidays.  The Employee agrees that the
consideration  set  forth  herein shall be in full and complete satisfaction for
such  work and services, regardless of when and where such work and services are
performed.  The  Employee  further  releases  the  Company  from  any claims for
overtime  pay  or  other  such  compensation

<PAGE>

which may accrue to the Employee by reason of any existing or future legislation
or otherwise.  Notwithstanding the foregoing, the Company agrees that so long as
the  Employee  properly discharges his duties hereunder, the Employee may devote
the  remainder  of  his  time  and  attention  to  other  non-competing business
pursuits.

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

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

2.     SALARY,  BONUSES  AND  BENEFITS

2.1     Salary.  In  consideration  of  the  Employee  providing  the  services
referred to herein, the Company agrees to pay the Employee a monthly base salary
(the  "Monthly  Base  Salary")  of  five  thousand U.S. dollars ($5,000.00) less
applicable  deductions, payable bi-weekly, plus the performance bonus as set out
below,  subject  to  increase  from  time  to  time  as approved by the Board of
Directors  of  the  Company or as agreed to in writing from time to time by both
parties.

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

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

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

2.3     Performance  Bonus.  The  Company will pay to the Employee a performance
bonus  (the  "Performance  Bonus")  consisting  of  share  purchase options (the
"Performance Options")to purchase an aggregate of fifty thousand (50,000) common
shares  in  the  capital  of  the  Company  for  the  realization  of  specified
performance objectives, as initially defined in Schedule "B" attached hereto and
incorporated  hereinafter  by  reference  (the  "Objectives").  The  Performance
Options will have an exercise price which is equivalent to the fair market value
of  the  Company's common shares on the date of grant of the Performance Options
and  such other terms as are determined by the Company's Board of Directors.  In
addition,  upon  realization  of  the  Objectives,  the  employee's Monthly Base
Salary,  as prescribed in section 2.1 of this Agreement, shall increase to seven
thousand  U.S.  dollars  ($7,000.00) per month and section 2.1 of this Agreement
shall  be  amended  accordingly.

<PAGE>

2.4     Signing  Bonus.  In  consideration  of  the  Employee entering into this
Agreement,  the  Company  agrees  to  issue  to  the  Employee  a  signing bonus
consisting  of share purchase options to purchase an aggregate of fifty thousand
(50,000)  common  shares  in  the  capital  of  the  Company (the "Signing Bonus
Options").  The Signing Bonus Options shall be issued within thirty (30) days of
the execution of this Agreement by all parties hereto. The Signing Bonus Options
will  have an exercise price which is equivalent to the fair market value of the
Company's  common  shares  on  the  date  of  grant  and such other terms as are
determined  by  the  Company's  Board  of  Directors.

2.5     Resale  Restrictions.  The  Employee acknowledges that any common shares
(the  "Option  Shares") issued pursuant to an exercise of either the Performance
Options  or  the Signing Bonus Options will be subject to a one year hold period
and  such  other  restrictions  as are imposed by the Employee's jurisdiction of
residence.  The Employee agrees to execute any collateral agreements required in
connection  with  the  issuance  of  the  Performance Options, the Signing Bonus
Options  or  the  Option  Shares.

3.     VACATION

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

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

4.     REIMBURSEMENT  OF  EXPENSES

4.1     Reimbursement  of  Expenses.  The  Employee  shall be reimbursed for all
reasonable  out-of-pocket  expenses  incurred  by  the  Employee in or about the
execution  of  the  Duties  contained  herein, including without limitation, all
reasonable  travel  and promotional expenses payable or incurred by the Employee
in  connection  with  the  Duties  under  this  Agreement.  All  payments  and
reimbursements  shall be made within ten (10) days of submission by the Employee
of  vouchers,  bills  or  receipts  for  such  expenses.

5.     CONFIDENTIAL  INFORMATION

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

<PAGE>

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

5.3     Provisions  Survive  Termination.  The  provisions of this section shall
survive  the  termination  of  this  Agreement.

6.     TERM

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

7.     TERMINATION

7.1     Termination  by Employee.  Notwithstanding any other provision contained
herein, the parties hereto agree that the Employee may terminate this Agreement,
with  or  without  cause,  by  giving  ninety  (90)  days written notice of such
intention  to  terminate.

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

7.3     Termination by Company.  The Company may terminate this agreement at any
time  for just cause.  The parties further agree that except for termination for
just  cause,  the  Company  may not terminate this Agreement without payment, at
that  time,  to  the  Employee  of a termination allowance equivalent to one (1)
month  of  the  Monthly  Base  Salary  payable  by  the Company to the Employee,
regardless  of  the  date  of  termination.

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

7.5     Disability.  In the event that the Employee will during the term of this
Agreement by reason of illness or mental or physical disability or incapacity be
prevented  from  or  incapable  of  performing  the  Duties  hereunder, then the
Employee  shall  be  entitled to receive the remuneration provided for herein at
the  rate  specified  hereinbefore  for  the  period  during which such illness,
disability  or  incapacity  will  continue, but not exceeding six (6) successive
months.  If  such  illness,  disability or incapacity continues or will continue
for  a period longer than six (6) successive months, then this Agreement may, at
the  option  of  the  Director  of  the  Company,  forthwith  be  terminated.

7.6     Termination  Payments.  Any payments made by the Company to the Employee
upon  the  termination  of  this  Agreement shall, be made in cash in a lump sum
payment, or, if the Company does not have available funds, in equal monthly cash
instalments  over one year with interest at 8% per annum.  All payments required
to  be  made  by  the  Company  to  the  Employee  pursuant  to

<PAGE>

Section  7  hereof shall be made in full, irrespective of the amount of the term
remaining  under  this  Agreement.

8.     RIGHTS  AND  OBLIGATIONS  UPON  TERMINATION

8.1     Rights  and  Obligations.  Upon  termination  of  this  Agreement,  the
Employee shall deliver up to the Company all documents, papers, plans, materials
and  other property of or relating to the affairs of the Company, other than the
Employee's  personal papers in regard to his role in the Company, which may then
be  in  its  or  the  Employee's  possession  or  under  his  control.

9.     CLOSING

9.1     Closing  Date.  This  Agreement  shall  be  effective  on  the day after
completion  of  the  Purchase  (as  defined  below).

9.2     Conditions  of  Closing.  The  parties  hereto  agree that it shall be a
condition  of the execution of this Agreement that prior to or contemporaneously
with  the  execution  of  this  Agreement:

(a)     this  Agreement  shall  be  approved  by  the  Board of Directors of the
Company;

(b)     the  Employee  shall  terminate  any  previously  existing  employment
contracts  or  terms;  and

(c)     the  Company  shall complete the purchase (the "Purchase") of all of the
assets  of  Sullivan  Park,  LLC ("Sullivan Park") pursuant to an Asset Purchase
Agreement  between  the  Company  and  Sullivan  Park.

10.     NOTICES  AND  REQUESTS

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

(a)     if  to  the  Company:

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

with  a  copy  to:

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

Attention:  Bernard  Pinsky

<PAGE>

(b)     If  to  the  Employee:

Michael  Petersen
540  Spring  Lake  Road
Columbia,  South  Carolina  29206
USA

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

11.     INDEPENDENT  PARTIES

11.1     Independent  Parties.  This  Agreement  is  intended  solely  as  an
employment  services  agreement  and  no  partnership,  agency,  joint  venture,
distributorship  or  other  form  of  agreement  is  intended.

12.     AGREEMENT  VOLUNTARY  AND  EQUITABLE

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

12.2     Agreement  Equitable.  The parties further acknowledge and declare that
they  each  have  carefully  considered  and understand the provisions contained
herein,  including,  but  without  limiting the generality of the foregoing, the
Employee's  rights  upon  termination and the restrictions on the Employee after
termination  and agree that the said provisions are mutually fair and equitable,
and  that  they  executed this Agreement voluntarily and of their own free will.

13.     CONTRACT  NON-ASSIGNABLE;  INUREMENT

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

13.2     Inurement.  The  rights,  benefits  and  privileges  contained  herein,
including  without  limitation  the  benefits  of Sections 2 and 3 hereof, shall
inure to the benefit of and be binding upon the respective parties hereto, their
heirs,  executors,  administrators  and  successors.

14.     ENTIRE  AGREEMENT

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

14.2     Previous  Agreements  Cancelled.  Save  and  except  for  the  express
provisions  of this Agreement, any and all previous agreements, written or oral,
between  the  parties  hereto  or  on

<PAGE>

their behalf relating to the services of the Employee for the Company are hereby
terminated  and  cancelled  and  each of the parties hereby releases and further
discharges the other of and from all manner of actions, causes of action, claims
and  demands  whatsoever  under  or  in  respect  of  any  such  Agreement.

15.     WAIVER

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

16.     SEVERABILITY

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

17.     AMENDMENT

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

18.     HEADINGS

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

19.     GOVERNING  LAW

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

<PAGE>

20.      EXECUTION

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

IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
day  of  April,  2000.

VIRTUALSELLERS.COM,  INC.

Per:     /s/  Dennis  Sinclair
         ---------------------
         Authorized  Signatory

<TABLE>
<CAPTION>



<S>                                                                    <C>                    <C>
  )
SIGNED, SEALED and DELIVERED by MICHAEL PETERSON
in the presence of:.                                                   )
                                                                       )
                                                                       )
Signature                                                              )
                                                                       )                      /s/ Michael Peterson
Print Name                                                             )                       -------------------
                                                                       )                          MICHAEL PETERSON
Address                                                                )
                                                                       )
Occupation                                                             )
</TABLE>

<PAGE>

                                  SCHEDULE "A"

The Employee's Duties include those duties that are assigned to him from time to
time  by  the  Board  of  Directors  of  the  Company.

<PAGE>

                                  SCHEDULE "B"

                                   OBJECTIVES

Preparation  and  development  of  a  server  to host the TAME language/software
applications,  (with  the  server  to  be  capable  of  fast  CGI applications).

<PAGE>

                                  SCHEDULE "C"

                            NON-DISCLOSURE PROVISIONS
                            -------------------------

1.     CONFIDENTIAL  INFORMATION  AND  MATERIALS

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

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

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

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

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

(iv)     is  independently  developed  by  the  Employee.

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

2.     RESTRICTIONS

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

<PAGE>

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

(c)     Confidential  Information  and  Materials  may be disclosed, reproduced,
summarized  or distributed only in pursuance of the business relationship of the
Employee  with the Company, and only as provided hereunder.  The Employee agrees
to  segregate  all  such  Confidential Materials from the materials of others in
order  to  prevent  co-mingling.

3.     RIGHTS  AND  REMEDIES

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

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

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

4.     MISCELLANEOUS

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

(b)     All  obligations  created  herein shall survive change or termination of
any  and  all  business  relationships  between  the  parties.

(c)     The Company may from time to time request suggestions, feedback or other
information  from  the  Employee  on  Confidential Information or on released or
unreleased  software  belonging  to  the  Company.  Any suggestions, feedback or
other  disclosures  made  by the Employee are and shall be entirely voluntary on
the  party  of said Employee and shall not create any obligations on the part of
the

<PAGE>

Company  or  a  confidential  agreement  between  the  Employee and the Company.
Instead, the Company shall be free to disclose and use any suggestions, feedback
or other information from the Employee as the Company sees fit, entirely without
obligation  of  any  kind  whatsoever  to  the  Employee.


</TEXT>
</DOCUMENT>
