Employment Agreement (2001)Full Document 

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                         VENTURENET CAPITAL GROUP, INC.

                              EMPLOYMENT AGREEMENT
                                SHARON L. SHEARS

            THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
as of January 1, 2001, between VentureNet Capital Group, Inc., a Delaware
corporation (the "Company"), and Sharon L. Shears, an individual (the


            WHEREAS, the Company wishes to employ the Executive as
Vice-President and Comptroller of the Company;

            WHEREAS, the Executive wishes to enter into the employ of the
Company as its Vice-President and Comptroller;

            WHEREAS, to provide Executive with incentive to enter into its
employ, the Company desires to provide Executive with compensation under the
conditions set forth in this Agreement; and

            WHEREAS, Company and the Executive wish to define their relationship
and to ensure employment on the terms and conditions of this Agreement.

            NOW, THEREFORE, in consideration of the foregoing and of the
respective covenants and agreements of the parties herein contained, the parties
hereto, intending to be legally bound, hereby agree as follows:


            The purpose of this Agreement is to define the relationship between
the Company, as employer of Executive, and Executive, as an employee of the

            2. EMPLOYMENT

            During the term of this Agreement, Executive shall serve as the
Vice-President and Comptroller of the Company and perform the tasks incident to
these positions. The Executive shall report to the Board of Directors of the
Company. Executive's position is full-time and Executive shall devote as much
time as may be necessary to perform Executive's duties.

            3. TERM OF EMPLOYMENT

            Subject to prior termination pursuant to Section 11 hereof, this
Agreement shall terminate on May 31, 2001 and shall commence on the date hereof
(the "Employment Period").

            4. COMPENSATION

            4.1 SALARY

            The Company will pay the Executive a basic contract fee of one
million (1,000,000) shares of the common stock of Company as of the date of
execution hereof. Said shares shall be issued under an S-8 registration or other
appropriate registration at the Company's expense. The Company shall from time
to time execute, or use diligent efforts to cause to be executed, all such
documents and agreements as are necessary to vest in the Executive no less than
the preferential treatment (including without limitation, liquidation preference
and anti-dilution rights) granted to other current or future holders of the
common stock.

            4.2 BONUS

            Executive may be entitled to receive, in addition to the annual base
salary referenced above, an annual bonus in an amount to be determined by the
Board of Directors of the Company in its sole discretion.

            4.3 STOCK OPTIONS

            Nothing contained in this Agreement shall affect the right of
Executive to receive benefits or other shares under any option plan existing or
adopted by the Company. The options, if any, will be designated as incentive
stock options to the extent permitted under the Plan and applicable law.


            The Company shall reimburse Executive for all reasonable and
necessary expenses incurred by Executive in connection with his employment
hereunder, in accordance with the general policy of the Company regarding
reimbursement of Executive's expenses or pursuant to an applicable travel

            6. BENEFITS

            Executive shall be entitled to receive such health, dental, personal
disability, life insurance and flexible time-off benefits as are provided for
other executives of the Company with similar duties and work requirements and as
may be authorized and adopted from time to time in the future by the Company.
Executive shall be entitled to the number of weeks of paid vacation each year as
the Company grants to its senior executives.

            7. NONCOMPETITION

            Executive agrees that during the Employment Period and for a period
of twelve (12) months thereafter, he will not, except in furtherance of his

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