EMPLOYMENT AGREEMENT



            THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into to

be effective as of January 18, 2001, by and between Lifef/x Networks, Inc. (the

"Company"), a Delaware corporation doing business in Massachusetts, and Richard

A. Guttendorf ("Executive"), an individual residing in Maryland.



            The parties hereby agree as follows:



         1. Employment; Term.



             (a) The Company hereby employs Executive, and Executive hereby

accepts employment with the Company, upon the terms and conditions contained in

this Agreement. The term of Executive's employment hereunder (the "Employment

Period") shall commence on January 18, 2001 (the "Effective Date") and shall

continue for a period of two (2) years from and after the Effective Date, unless

sooner terminated as hereinafter provided.



             (b) The Employment Period may be extended for two (2) successive

one year periods by mutual written agreement of the parties hereto. If either

party intends not to renew this Agreement upon the expiration of the Employment

Period then in effect, such party shall give the other party notice of such

intention not less than thirty (30) days prior to the expiration of such

Employment Period. Failure to provide notice of such intention shall not

constitute either a renewal of this Agreement or an extension of the Employment

Period.



         2. Duties.



             (a) During the Employment Period, Executive shall serve as the

Chief financial Officer. Executive shall report directly to the Chief Executive

Officer. Executive shall faithfully perform for the Company the duties of

Executive's office which shall include such duties of an executive, technical,

managerial or administrative nature as may be specified and designated from time

to time by the Chief Executive Officer and the Chairman of the Board of the

Company. Executive shall devote substantially all of Executive's business time

and effort to the performance of Executive's duties for the Company hereunder.

<PAGE>   2

         3. Compensation. Commencing on January 18, 2001, the Company shall pay

to Executive a salary at an annual rate of $210,000. The salary payable pursuant

to this Section 3 (the "Base Salary") shall be payable in accordance with the

Company's payroll practices, as in effect from time to time. In addition to

Executive's Base Salary, Executive shall be entitled to annual consideration for

a bonus based on Executive's and the Company's performance of mutually

acceptable performance objectives, such bonus, if any, to be determined by the

Chief Executive Officer, in his/her sole discretion.



         4. Stock Option Grant. Following the execution of this Agreement and

subject to the approval of the Board of Directors of the Company's parent

company, Lifef/x, Inc. ("Parent"), the Company will cause Parent to grant

Executive a non-qualified option (the "Option") to purchase 225,000 shares of

Parent's Common Stock, subject to the terms and conditions of Parent's stock

option plan and agreements. Twenty percent (20%) of the Option will vest on the

Effective Date and the balance will vest in equal quarterly installments over a

period of two (2) years at each employment anniversary date until fully vested.

The Option exercise price shall be the average of the closing prices of the

stock for the ten business days preceding the start of employment. The unvested

balance of stock options shall vest immediately in the event of the Executive's

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