EMPLOYMENT AGREEMENT



This Employment Agreement ("Agreement") dated as of March 1, 2000 is between

PowerChannel Holdings, Inc., a Delaware corporation ("PowerChannel" or

"Company") and James B. Gambrell IV ("Executive").



                                    Recitals



Whereas Executive is a key employee of PowerChannel.



Whereas Company desires to encourage Executive to remain in the service of

PowerChannel.



                                   Agreement



NOW, THEREFORE, the parties agree as follows:



1.     Definitions. As used in this agreement the following terms have the

       following meanings:



(a)   "Board," means the board of directors of PowerChannel.



(b)    "Cause" means a material breach of this agreement by Executive or the

       willful and continued failure by Executive to substantially perform his

       duties to the Company (not including any such failure resulting from his

       incapacity due to physical or mental illness. Mere general

       dissatisfaction with the performance of Executive's duties shall not

       constitute Cause. Factors that may constitute cause include, without

       limitation: (i) actual fraud, embezzlement or intentional misconduct

       which has caused demonstrable and serious injury to the Company; or (ii)

       any conviction of or failure to contest prosecution for a felony.

       Executive shall not be deemed to have been terminated for Cause unless

       and until there shall have been delivered to Executive a copy of a

       resolution adopted by the Board at a meeting of the Board (after

       reasonable notice to Executive and an opportunity for Executive, together

       with his counsel, to be heard before the Board), finding that in the good

       faith opinion of the Board Executive was guilty of conduct set forth in

       the preceding paragraph and specifying the particulars thereof in detail.



(c)    "Change in Control" means any (1) consolidation or merger of PowerChannel

       in which PowerChannel is not the continuing or surviving corporation or

       pursuant to which Common Shares are converted into cash, securities or

       other property, other than a consolidation or merger of PowerChannel in

       which the holders of the Common Shares immediately prior to the merger

       have the same proportionate ownership of common stock of the surviving

       corporation immediately after the consolidation or merger; or (2) any

       sale, lease, exchange or other transfer (in one transaction or a series

       of transactions) of all, or substantially all, of the assets of

       PowerChannel; or (3) an amount of common stock of PowerChannel greater

       than 30% being owned by a single entity other than existing shareholders

       of PowerChannel as of the date hereof.



(d)    "Code" means the Internal Revenue Code of 1986, as amended.



(e)    "Common Shares" means the share of common stock of PowerChannel.



(f)    "Confidential Information" has the meaning set forth in Section 6(a).



(g)    "Company" or "PowerChannel" means PowerChannel Holdings, Inc., its

       subsidiaries, affiliates and related companies.



<PAGE>



(h)    "Good Reason" shall mean, without Executive's consent, any of the

       following:



       (1)    The assignment to Executive of any duties inconsistent with

              Executive's position and duties with the Company on the date

              hereof; a substantial alteration in the nature of Executive's

              responsibilities from those in effect on the date hereof; or the

              failure to provide Executive with substantially the same

              perquisites as he has on the date hereof, including but not

              limited to an office and appropriate support services.



       (2)    A reduction in Executive's Base Compensation.

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