Employment Agreement - NetSelect Inc. and Catherine Giffen


                                 NETSELECT, INC.
                             EMPLOYMENT AGREEMENT

     This Agreement (the 'Agreement') is made effective as of the 27th day of
March, 1998, between NetSelect, Inc., a Delaware corporation ('Company'), and
Catherine Giffen ('Executive').

     WHEREAS, the Company desires to secure the services of Vice President,
Administration, and Executive desires to perform such services for the Company,
on the terms and conditions as set forth herein;

     NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements set forth below, it is mutually agreed as follows:

     1.   Effective Date, Term and Duties.  The term of employment of Executive
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by the Company hereunder shall commence upon April 15, 1998 (the 'Commencement
Date') and shall continue thereafter on the same terms and conditions (such term
being hereinafter referred to as the 'Employment Period') until terminated
pursuant to Section 4.  Executive's employment with the Company is on an 'at
will' basis, and either Executive or the Company may terminate Executive's
employment with the Company at any time, for any or no reason.  Executive shall
have such duties as the Chief Executive Officer of the Company may from time to
time prescribe consistent with her position as Vice President of Administration
(the 'Services').  Executive shall devote her full time, attention, energies and
best efforts to the business of the Company.  The Company shall maintain an
appropriate office for Executive in Westlake Village, California.

     2.   Compensation.  The Company shall pay and Executive shall accept as
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full consideration for the Services compensation consisting of the following:

          2.1  Base Salary.  $120,000 per year base salary, payable in bi-
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monthly installments in accordance with the Company's normal payroll practices,
less such deductions or withholdings required by law.

          2.2  Bonus.  Executive will be eligible to earn an annual target bonus
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in the amount of twenty-five percent (25%) of Executive's base salary based on
the achievement of certain business and financial objectives that Executive and
the Company's Chief Executive Officer will mutually determine in good faith. The
objectives for Executive's first year will be determined promptly after the
execution of this Agreement; objectives for future years will be determined
promptly after the beginning of each fiscal year of the Company. Such bonus
shall be paid semi-annually and shall be prorated for 1998.

     Stock Options.  Executive shall be entitled to a grant of a stock option
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for 20,000 shares of NetSelect Common Stock under the Company's 1996 Stock
Option Plan to be awarded by the Compensation Committee of the Company's Board
of Directors within thirty (30) days after the date hereof (the 'Option').  Such
Option shall be granted at an exercise price of $5.00 per share and shall have a
ten-year term, unless earlier terminated as set forth in the stock option

 
agreement. Subject to Section 4 below, such Option shall vest as to twenty-five
percent (25%) of the shares on each anniversary of the Commencement Date until
such Option is vested with respect to 100% of the shares.

     Review.  Executive's performance and compensation package will be reviewed
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and reevaluated after four months of service.

     3.   Benefits and Expenses.  Executive will receive the Company's customary
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employee benefits package for similarly situated executives of the Company,
including full participation in current and future medical insurance plans.
Executive shall be entitled to vacation in accordance with the policies as
periodically established by the Board of Directors for similarly situated
executives of the Company, which shall in no event be less than two weeks in the
first year of the Employment Period and three weeks in the second year of the
Employment Period.  The Company shall reimburse the Executive for all reasonable
travel and other business expenses incurred by her in connection with the
performance of the Executive's duties under this Agreement during the Employment
Period.

     4.   Benefits Upon Termination of Employment Period. Executive's employment
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by the Company shall terminate immediately upon Executive's receipt of written
notice by the Company, upon the Company's receipt of written notice by
Executive, or upon Executive's death or permanent disability.

     5.   Cooperation with the Company After Termination of the Employment
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Period.  Following termination of the Employment Period by Executive, subject to
Executive's employment duties with a subsequent employer, Executive shall fully
cooperate with the Company in all matters relating to the winding up of her
pending work on behalf of the Company and the orderly transfer of any such
pending work to other employees of the Company as may be designated by the
Company.

     6.   Confidentiality/Non-Solicitation.  Executive acknowledges that as an
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employee of the Company, Executive will have access to certain Company
confidential information and Executive may, during the course of Executive's
employment, develop certain information that will be the property of the
Company.  To protect the interest of the Company, Executive agrees to sign the
Company's standard Confidentiality Agreement as a condition of Executive's
employment.  In addition, the Executive agrees with the Company that during her
employment with the Company and for a period expiring two (2) years after the
date of termination of such employment, he will not solicit any of the Company's
then-current employees to terminate their employment with the Company or to
become employed by any firm, company or other business enterprise with which the
Executive may then be connected.

     7.   General.
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          7.1  Severability.  If for any reason a court of competent
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jurisdiction or arbitrator finds any provision of this agreement to be
unenforceable, the provision shall be deemed amended as necessary to conform to
applicable laws, or regulations, or if it cannot be so 

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amended without materially altering the intention of the parties, the remainder
of the Agreement shall continue in full force and effect as if the offending
provision were not contained herein.

     7.2  Notices.  All notices and other communications required or permitted
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to be given under this Agreement shall be in writing and shall be considered
effective upon personal service or upon depositing such notice in the U.S. Mail,
postage prepaid, return receipt requested and addressed to the Chairman of the
Board of the Company as its principal corporate address, and to Executive at her
most recent address shown on the Company's corporate records, or at any other
address which he may specify in any appropriate notice to the Company.

     7.3  Counterparts.  This Agreement may be executed in any number of
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counterparts, each of which shall be deemed an original and all of which taken
together constitutes one and the same instrument and in making proof hereof it
shall not be necessary to produce or account for more than one such counterpart.

     7.4  Entire Agreement.  The parties hereto acknowledge that each has read
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this Agreement, understands it, and agrees to be bound by its terms.  The
parties further agree that this Agreement and the referenced stock option
agreement constitute the complete and exclusive statement of the agreement
between the parties and supersedes all proposals (oral or written),
understandings, representations, conditions, covenants, and all other
communications between the parties relating to the subject matter hereof.

     7.5  Governing Law.  This Agreement shall be governed by the law of the
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State of California.

     7.6  Assignment and Successors.  The Company shall have the right to assign
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its rights and obligations under this Agreement to an entity which acquires
substantially all of the assets of the Company.  The rights and obligation of
the Company under this Agreement shall inure to the benefit and shall be binding
upon the successors and assigns of the Company.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.

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NETSELECT, INC.                              EXECUTIVE

By: /s/ Stuart Wolff
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Name: Stuart Wolff                           /s/ Catherine Giffen
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                                             Catherine Giffen
Title: CEO                                   27 March 98
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