EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT(this "Agreement") is made and entered into as of the 31st day of December 2001,
between eRoomSystem Technologies, Inc., a Nevada corporation (the "Company"), and David S. Harkness, an individual (the "Executive").

WITNESSETH:

WHEREAS,the Company and the Executive deem it to be in their respective best interests to enter into an agreement
providing for the Company's employment of Executive pursuant to the terms herein stated.

NOW, THEREFORE,in consideration of the mutual provisions herein contained, the parties agree as follows:

1.Duties.The Company hereby employs the Executive as the Chief Executive Officer and President of the Company,
with the powers and duties in that capacity to be those powers and duties customary to such positions in similar publicly held corporations, together with any other duties of a senior executive nature
as may be reasonably requested by the Board of Directors (the "Board") from time to time, which may include duties for one or more subsidiaries or affiliates of the Company. The Executive, in his
capacity as an employee and officer of the Company, shall be responsible to obey the reasonable and lawful directives of the Board.

2.Term of Employment.The term of employment pursuant to this Agreement shall be one year commencing on the
date of this Agreement and ending on December 31, 2002 (the "Term of Employment"), subject to earlier termination in accordance with Section 7 below. The Term of Employment and this
Agreement shall be automatically extended for successive one-year periods following the expiration of the Term of Employment, unless (i) terminated earlier in accordance with
Section 7, or (ii) either the Company or the Executive notifies the other in writing, at least thirty days prior to such expiration, that the Term of Employment and this Agreement
shall not be so extended.

3.Compensation.The Executive shall receive the following compensation for his services during the Term of
Employment hereunder:



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4.Expense Reimbursement.The Company shall reimburse the Executive for all expenses incurred by him in the
performance of his duties hereunder as required by the Board, including, but not limited to, transportation expenses, accommodations, entertainment, and other expenses incurred in connection with the
business of the Company, in accordance with the Company's expense reimbursement policies, but specifically excluding automobile related expenses as outlined in Section 3(d) above.

5.Indemnification.The Company shall indemnify the Executive in his capacity as an officer and a director and
hold him harmless from any cost, expense or liability arising out of or relating to any acts or decisions made by him on behalf of or in the course of performing services for the Company to the
maximum extent provided by the Company's bylaws and applicable law.

6.Scope of Employment.The Executive agrees to devote in good faith his full time and best efforts (allowing
for usual vacations and sick leave), during reasonable business hours, to the duties that he is required to render to the Company hereunder, and agrees to travel to the extent he deems
necessary to perform such duties. Notwithstanding the foregoing, the Executive shall be permitted to engage in other charitable, community or business affairs that may, from time to time, require
minor portions of his time, but which shall not interfere or be inconsistent with his duties hereunder.

7.Termination.This Agreement and the employment of the Executive hereunder shall or may be terminated for any
of the following reasons:



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Except
as otherwise provided in subsection (a) above, upon the termination of this Agreement and the employment of Executive hereunder, the Company shall have no further obligation or
liability whatsoever to Employee under this Agreement except with respect to any stock options granted under the Plan which have vested as of such date or salary earned by the Executive and not paid
by the Company prior to the date of termination.

8.Assignment.By reason of the special and unique nature of the services hereunder, it is agreed that neither
party hereto may assign any interest, rights or duties which it or he may have in this Agreement without the prior written consent of the other party, except that upon any merger, liquidation, or sale
of all or substantially all of the assets of the Company to another corporation, this Agreement shall inure to the benefit of and be binding upon the Executive and the purchasing, surviving, or
resulting company or corporation in the same manner and to the same extent as though such company or corporation were the Company.

9.Confidentiality.

(a)  Recognizing
that the knowledge and information about, or relationships with, the business associates, partners, customers, clients, suppliers, personnel and agents of
the Company and its affiliated companies and the business, financing and marketing methods, systems, plans, policies, techniques and know-how of the Company and of its affiliated companies
(collectively, "Confidential Information") which the Executive has heretofore and shall hereafter receive, obtain or establish as an employee of the Company, or otherwise, is valuable and a unique
asset of the Company, the Executive agrees that, during the Term of Employment and for a period of three (3) years thereafter, he shall hold all Confidential Information in the strictest
confidence, and shall not (otherwise than pursuant to his duties hereunder), directly or indirectly, disclose without the express written consent of the Company, any Confidential Information
pertaining to any person, firm, corporation or other entity, for any reason or purpose whatsoever. The Executive acknowledges and agrees that Confidential Information shall be deemed to include,
without limitation, all knowledge, data or information stored on any electronic or other media. The Executive acknowledges and agrees that all memoranda, notes, records and other documents made or
compiled by the Executive or made available to the Executive concerning any Confidential Information shall be the Company's exclusive property and shall be delivered by the Executive to the Company
upon expiration or termination of this Agreement or at any other time upon the request of the Company.

(b)  The
Executive hereby acknowledges that the services to be rendered by him are of a special, unique and extraordinary character and, in connection with such services, he
will have access to Confidential Information. By reason of this, the Executive consents and agrees that if he violates any of the provisions of this Agreement with respect to confidentiality, the
Company would sustain irreparable harm and, therefore, in addition to any other remedies which the Company may have under this Agreement or otherwise, the Company will be entitled to an injunction to
be issued by any court of competent jurisdiction restraining the Executive from committing or continuing any such violation of this Agreement.

(c)  The
provisions of this Section 9 shall survive the expiration or termination (for any reason) of this Agreement or any part thereof, without regard to the reason
therefor.

10.Covenant Not to Compete; Nonsolicitation.

(a)  The
parties acknowledge that the Executive's performance of all terms of this Agreement is necessary to protect the Company's legitimate business interests. The
Executive agrees, that, during the

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Term of Employment and for a period of three (3) years thereafter, he will not, on behalf of himself, or on behalf of any person, company, corporation, partnership or other entity or
enterprise, directly or indirectly, as an employee, proprietor, owner, stockholder, partner, member, officer, director, manager, lender, advisor, consultant or otherwise engage in any business or
activity competitive with the business activities of the Company or any subsidiary of the Company as it is now or hereafter undertaken by the Company or any subsidiary. The Executive further agrees
that he will not, directly or indirectly, during the Term of Employment and for a period of two years thereafter, solicit the trade or patronage of any customers or prospective customers of the
Company, any subsidiary of the Company or of anyone who has heretofore traded or dealt with the Company or any subsidiary of the Company with respect to any technologies, services, products, trade
secrets or other matters in which the Company is active.

(b)  The
Executive hereby acknowledges that the services to be rendered by him under this Agreement are of a special, unique and extraordinary character and, in connection
with such services, he will have access to Confidential Information. By reason thereof, the Executive consents and agrees that if he violates any of the provisions of this Agreement with respect to
noncompetition or nonsolicitation, the Company would sustain irreparable harm and, therefore, in addition to any other remedies which the Company may have under this Agreement or otherwise, the
Company shall be entitled to an injunction to be issued by any court of competent jurisdiction restraining the Executive from committing or continuing any such violation of this Agreement.

(c)  The
provisions of this Section 10 shall survive the expiration or termination of this Agreement or any part thereof, without regard to the reason therefor.

11.Arbitration.Unless otherwise indicated, any dispute arising out of the terms and conditions of this
Agreement or the Executive's employment with the Company shall be settled by binding arbitration to be held in Las Vegas, Nevada, in accordance with the rules for employment disputes of the American
Arbitration Association then in effect. The prevailing party in such proceeding shall be entitled to recover the costs of arbitration from the other party, including, without limitation, reasonable
attorneys' fee.

12.Governing Law.This Agreement shall be subject to, and governed by, the laws of the State of Nevada without
reference to any principles of conflict of law.

13.Notices.All notices and other communications required or permitted under this Agreement shall be in writing
(including a writing delivered by facsimile transmission) and shall be deemed to have been duly given (a) when delivered, if sent by registered or certified mail (return receipt requested),
(b) when delivered, if delivered personally or by facsimile, or (c) on the second following business day, if sent by overnight mail or overnight courier, in each case to the parties at
the following addresses (or at such other addresses as shall be specified by like notice):

If to the Company:

eRoomSystem Technologies, Inc.
390 North 3050 East
St. George, Utah 84790
Attention: General CounselIf to the Executive:

11521 North 6090 West
Highland, UT 84003


14.Severability.If any provision hereof is unenforceable, illegal or invalid for any reason whatsoever, such
fact shall not affect the remaining provisions hereof. If any of the provisions hereof which impose restrictions on the Executive are, with respect to such restrictions, determined by a final judgment
of any court of competent jurisdiction to be unenforceable or invalid because of the geographic scope or time duration of such restrictions, such provisions hall be deemed retroactively modified to
provide for the maximum geographic scope and time duration which would make such

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provisions enforceable and valid. However, no such retroactive modification shall affect any of the Company's rights hereunder arising out of the breach of any such restrictive provisions, including,
without limitation, the Company's rights to terminate this Agreement.

15.Waiver.No failure or delay on the part of the Company or the Executive in exercising any right, power or
remedy hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy hereunder. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

16.Modification.No amendment, modification, termination or waiver of any provision of this Agreement nor
consent to any departure by the Executive or the Company therefrom shall in any event be effective unless the same shall be in writing and signed by a duly authorized officer of the Company or by the
Executive, as the case may be. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

17.Taxes.The Compensation payable is stated in gross amounts and shall be subject to such withholding taxes
and other taxes as may be required by law.

IN WITNESS WHEREOF,the Company has caused this Agreement to be executed by its duly authorized officer, and the Executive has hereunto
set his signature as of the day and year first above written.

|eRoomSystem Technologies, Inc.,a Nevada corporation |  | Executive                                                       
|--------------------------------------------------- |  | ----------------------------------------------------------------
|By:                                                 |  | /s/GREGORY L. HRNCIRGregory L. Hrncir
General Counsel; Secretary

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