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Employment Agreement - Inc. and Clayton Lewis

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  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
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  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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Clayton Lewis
833 35th Avenue
Seattle, WA  98122

Dear Clayton:

     On behalf of, Inc., a Washington corporation (the "Company"),
I am pleased to offer you the position of Director of Marketing of the Company.
Speaking for myself, as well as the other members of the Company's management
team, we are all very impressed with your credentials and we look forward to
your future success in this position.

     The terms of your new position with the Company are as set forth below:

     1.   Position.

          a.   You will become the Director of Marketing of the Company, working
out of the Company's headquarters office in Seattle, Washington.  As Director of
Marketing, you will have overall responsibility for brand and business strategic
relationships.  You will report to the Company's President, Glenn Ballman.

          b.   You agree to the best of your ability and experience that you
will at all times loyally and conscientiously perform all of the duties and
obligations required of and from you pursuant to the express and implicit terms
hereof, and to the reasonable satisfaction of the Company.  During the term of
your employment, you further agree that you will devote all of your business
time and attention to the business of the Company, the Company will be entitled
to all of the benefits and profits arising from or incident to all such work
services and advice, you will not render commercial or professional services of
any nature to any person or organization, whether or not for compensation,
without the prior written consent of the Company's board of directors, and you
will not directly or indirectly engage or participate in any business that is
competitive in any manner with the business of the Company.  Nothing in this
letter agreement will prevent you from accepting speaking or presentation
engagements in exchange for honoraria or from serving on boards of charitable
organizations, or from owing no more than one percent (1%) of the outstanding
equity securities of a corporation whose stock is listed on a national stock

     2.   Start Date.  Subject to fulfillment of any conditions imposed by this
letter agreement, you will commence this new position with the Company on
_______________ ___, 1999.

     3.   Proof of Right to Work.  For purposes of federal immigration law, you
will be required to provide to the Company documentary evidence of your identity
and eligibility for employment in the United States.  Such documentation must be
provided to us within three (3) business days of your date of hire, or our
employment relationship with you may be terminated.

     4.   Compensation.

Clayton Lewis
_______________, 2000
Page 2

          a.   Base Salary.  You will be paid a monthly salary of $6666, which
is equivalent to $80,000 on an annualized basis. Your salary will be payable in
two equal payments per month pursuant to the Company's regular payroll policy
(or in the same manner as other employees of the Company).

          [b.  Bonus.  You will be eligible to receive an incentive bonus of up
to $10,000 for the fiscal year ending December 1999.  You will also be eligible
to earn incentive bonuses in future years, again based on achievement of

          c.   Annual Review.  Your base salary will be reviewed at the end of
each calendar year as part of the Company'' normal salary review process.

     5.   Stock Options.

          [a.  Initial Grant.  Employees of the Company are eligible for Stock
Options after the initial three (3) months of employment (the "Initial Three
Month Period"), subject to approval by the Company's board of directors.  In
connection with the commencement of your employment, the Company will recommend
that the Company's board of directors grant you an option to purchase 25,000
shares of the Company's Common Stock ("Shares) with an exercise price equal to
the fair market value on the date of the grant.  These option shares will vest
monthly over a 4-year period (with a 12-month cliff).  Vesting will, of course,
depend on your continued employment with the Company.  The option will be an
incentive stock option to the maximum extent allowed by the tax code and will be
subject to the terms of the Company's 1999 Plan and the Stock Option Agreement
between you and the Company.

          b.   Subsequent Option Grants.  Subject to the discretion of the
Company's Board of Directors, you may be eligible to receive additional grants
of stock options or purchase rights from time to time in the future, on such
terms and subject to such conditions as the Company's board of directors shall
determined as of the date of any such grant.]

          [You will be eligible to participate in any stock option or other
incentive programs available to officers or employees of the Company.]

     6.   Benefits.

          a.   Insurance Benefits.  The Company will provide you with standard
medical and dental insurance benefits.  In addition, the Company currently
indemnifies all officers and directors to the maximum extent permitted by law,
and you will be requested to enter into the Company's standard form of
Indemnification Agreement giving you such protection.  Pursuant to the
Indemnification Agreement, the  Company will agree to advance any expenses for
which indemnification is available to the extent allowed by applicable law.

          b.   Vacation.  You will be entitled to 2 weeks' paid vacation per
year, pro-rated for the remainder of this calendar year.

Clayton Lewis
_______________, 2000
Page 3

     7.   Confidential Information and Invention Assignment Agreement.  Your
acceptance of this offer and commencement of employment with the Company is
contingent upon the execution and delivery to an officer of the Company, of the
Company's Confidential Information and Invention Assignment Agreement, a copy of
which is enclosed for your review and execution (the "Confidentiality
Agreement"), prior to or on your Start Date.

     8.   Confidentiality of Terms.  You agree to follow the Company's strict
policy that employees must not disclose, either directly or indirectly, any
information, including any of the terms of this agreement, regarding salary,
bonuses, or stock purchases or option allocations to any person, including other
employees of the Company; provided, however, that you may discuss such terms
with members of your immediate family and any legal, tax or accounting
specialists who provide you with individual legal, tax or accounting advice.

     9.   At-Will Employment.  Your employment with the Company will be on an
"at will" basis, meaning that either you or the Company may terminate your
employment at any time for any reason or no reason, without further obligation
or liability.

     We are all delighted to be able to extend you this offer and look forward
to working with you.  To indicate your acceptance of the Company's offer, please
sign and date this letter in the space provided below and return it to me, along
with a signed and dated copy of the Confidentiality Agreement.  This letter,
together with the Confidentiality Agreement, set forth the terms of your
employment with the Company and supersede any prior representations or
agreements, whether written or oral.  This letter may not be modified or amended
except by a written agreement, signed by the Company and by you.

                                    Very truly yours,

                                    MEGADEPOT.COM, INC.,
                                    a Washington corporation

                                    By:  /s/ Glenn Ballman
                                    Title:  CEO


Clayton Lewis

/s/ Clayton Lewis


Enclosure:  Confidential Information and Invention Assignment Agreement