EMPLOYMENT AGREEMENT



     THIS AGREEMENT, by and between John Repko (the "Employee") and Apropos

Technology, Inc., an Illinois corporation (the "Company"), is made as of the

26th day of November, 2002.



     In consideration of the mutual covenants herein contained, and in

consideration of the employment of Employee by the Company, the parties agree as

follows:



     1.  DUTIES AND SCOPE OF EMPLOYMENT.



     (a) POSITION. The Company agrees to employ the Employee under the terms of

this Agreement in the position of Chief Technology Officer (CTO). As Chief

Technology Officer (CTO), the employee shall report to the President of the

Company. The primary duties and responsibilities of the Chief Technology Officer

are defined on Exhibit A. Exhibit A is intended to demonstrate Employee's

primary duties and responsibilities as envisioned by the President as of the

date hereof. The Employee's duties shall not be limited by this Exhibit.

Accordingly, Employee's responsibilities may be modified, reduced or expanded at

any time to accommodate the Company's needs, consistent with Employee's position

with the Company. Employee shall use his best efforts to fulfill his duties and

responsibilities.



     (b) OTHER ACTIVITIES. During the term of this Agreement, the Employee shall

devote his full business efforts and time to the Company during normal working

hours. Employee shall not be involved in any other activities with an

expectation of profit, other than passive investments, during these hours.



     2.  COMPENSATION.



     (a) BASE SALARY AND BONUS. Effective September 1, 2002, the Employee shall

be paid a base salary (the "Base Compensation") of $185,000 per year, payable in

accordance with the Company's standard payroll policies. The President shall

review Employee's performance and the Company's financial and operating results

on at least an annual basis and shall report his findings to the Compensation

Committee. The Compensation Committee, in its sole discretion, may increase

Employee's base salary as it deems appropriate based on such review.



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     (b) BONUS. Employee shall also be eligible for a bonus of up to $60,000 for

each full fiscal year if financial and personal targets are achieved. In the

event Employee's employment with the Company terminates for any reason other

than pursuant to Section 6(c) hereof (voluntary termination by the Employee) or

6(b)(ii) hereof (Termination for Cause), Employee shall be entitled to receive a

pro rated bonus for such year, determined by multiplying the aggregate bonus

that he would have earned for the entire year by a fraction representing the

portion of the year during which he was employed. Such bonus shall be paid on

February 15th of the following year. If Employee's employment with the Company

terminates pursuant to Section 6(c) hereof or Section 6(b)(ii) hereof, Employee

shall be deemed to have forfeited his entire bonus for such year and no such

bonus shall be due or payable by the Company.



     (c) STOCK OPTIONS. On the Commencement Date, the Employee received stock

options to purchase an aggregate of 100,000 Common Shares of the Company (the

"Common Shares").



     (d) VACATION. Employee shall be entitled to three (3) weeks paid vacation

during each year of employment. Such vacation shall be taken at a time mutually

convenient for both the Company and the Employee. Unused vacation time may not

be accrued from year to year during the term of this Agreement without the

Company's prior written approval. In the event this Agreement is terminated by

either the Company or the Employee, the Employee shall be paid for any unused,

accrued vacation time.



     3.  DEFINITIONS. As used herein, the following definitions shall apply:

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