Exhibit 10.5

                              EMPLOYMENT AGREEMENT

        EMPLOYMENT  AGREEMENT  made as of May 22, 1999,  between  Barrington  L.
Simon, an individual residing at Ancaster,  Ontario (hereinafter  referred to as
the "Employee")  Management  Group,  Inc., a Nevada  Corporation with offices at
Suite 301, 3060 Burlington,  Ontario, L7M lA3, and Suite 216, 4475 Mission Blvd,
San Diego, CA 92109 (hereinafter referred to as the "Employer'"),

        WHEREAS,  the Employer desires to employ the Employee,  and the Employee
desires to serve as an  employee  of the  Employer  on the terms and  conditions
hereinafter set forth,

        NOW THEREFORE,  in  consideration of the mutual covenant and promises of
the parties hereto, the Employer and the Employee agree as follows:

         1.  Employment:  The Employer  hereby  agrees to employ the Employee as
President to perform managerial and executive functions of the Employer, and the
Employee  hereby  agrees to perform such  services for the Employer on the terms
and  conditions  hereinafter  stated,  subject to the directives of the Board of
Directors of the Employer.

         2. Term of Employment: The term of this Agreement shall begin on May 1,
1999,  and  shall  continue  in full  force  and  effect  until  April  30 2004.
Notwithstanding  the foregoing the Employer may terminate  this Agreement at any
time  without  cause upon sixty (60) days  written  notice to  Employee in which
event the  Employer  shall pay  severance  to Employee  pursuant to Section 8(g)
hereof.

         3.  Compensation:  During the term of this Agreement,  for all services
rendered by Employee under this  Agreement,  the Employer shall pay the Employee
an annual base salary of two hundred fifty thousand  dollars  ($250,000)  (U.S.)
per  annum,  payable  in  arrears  at a rate of twenty  thousand  eight  hundred
thirty-three  dollars and thirty-three cents ($20,833.33) (U.S.) on the last day
of each  month.  The  Employee's  base salary may be  increased  by the Board of
Directors  from time to time in its sole and absolute  discretion In addition to
the annual base salary  described  in this  Section,  Employee  may receive cash
performance  bonuses  in the  sole  and  absolute  discretion  of the  Board  of
Directors of the Employer.

         4. Stock Option:  All options to purchase shares of the Common Stock of
the Employer as follows:

            (a) The Employee shall be granted  options on January 1 of each year
equal to three (3) times the Employee's annual salary.

            (b) The purchase price of the options will be set at one hundred and
twenty five percent (125%) of the closing price of the  Employer's  common stock
on December 31 of the year prior.

         5. Fringe Benefits:

            (a) During  the term  hereof,  commencing  on the day and year first
above  written,  the Employer  shall (i) provide the Employee and his  immediate
family with medical and

<PAGE>

hospitalization  insurance  substantially similar to that provided for the other
executive  personnel  of the  Employer  in similar  management  positions,  (ii)
reimburse the Employee and his  immediate  family for dental  expenses  incurred
each year up to two hundred fifty dollars ($250.00), provided that the aggregate
amount of such reimbursement in any year shall. not exceed five thousand dollars
($5,000.00)  (such  reimbursement  shall be in addition to any dental  insurance
provided to the  Employee  and his  immediate  family under any dental plan from
time to time  maintained by the Company),  and (iii) life insurance in an amount
equal to four (4) times Employee's annual base salary.

            (b) The  Employee is  authorized  to incur on behalf the of Employer
only such reasonable expenses (including travel and entertainment) in connection
with the  business of the  Employer  as are in  conformity  with the  Employer's
published  guidelines.  The  Employer  shall  reimburse  Employee  for all  such
reasonable  expenses  incurred in  connection  with the business of the Employer
upon the  presentation  by the  Employee,  first  time to time,  of an  itemized
account of such  expenditures,  which  account shall be in form and substance in
conformity  with the rules and  regulations of the Internal  Revenue  Service or
Canadian tax  authorities.  The total amount of reimbursable  expenses shall not
exceed fifty-thousand dollars ($50,000) in any one (1) calendar year.

            (c) During the term hereof the Employer shall provide  Employee with
an automobile  expense allowance equal to five hundred dollars ($500) per month,
plus gas.

         6. Duties and Extent of Services:  Upon the execution of this Agreement
and  throughout  its term,  the  Employee  shall  assume the  position  of Chief
Executive  Officer  for the  Employer  and  shall  undertake  all of the  duties
incident  to such  office in addition  to  rendering  all such other  management
duties as the Board of Directors  may  reasonably  request.  The parties  hereto
shall take whatever  action is necessary to cause the election or appointment of
the Employee to such  position.  The  Employee  shall exert his best efforts and
shall devote his time and attention to the affairs of the  Employer.  During the
term of this Agreement the Employee shall not, directly or indirectly,  alone or
as a member of a  partnership  (in the capacity of a general  partner or limited
liability  company (in the capacity of a manager),  or as an officer,  director,
significant  shareholder (i.e., owning or holding  beneficially or of record ten
percent  (10%) or more of the voting  shares of an  entity),  or employee of any
other corporation or entity, be engaged in or concerned with any other duties or
pursuits whatsoever for pecuniary gain requiring more than ten percent (10%), of
his time without the prior written consent of the Employer.

         7.  Vacation:  During  each  year of the  term of this  Agreement,  the
Employee shall be entitled to six (6) weeks vacation, the time of which shall be
subject to the prior  approval of the Board of  Directors of the  Employer.  The
Employee  shall also be entitled  to six (6)  discretionary  leave  days,  which
accrue at one-half (1/2) day per month.


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<PAGE>


         8.  Termination:  Unless  renewed as provided  herein,  the  Employee's
employment  hereunder  shall  terminate  on April 30,  2004,  or sooner upon the
occurrence of any of the following events:

            (b) The  termination of the Employee's  employment  hereunder by the
Employer,  at its option, to be exercised by written notice from the Employer to
the  Employee,  upon the  employee's  incapacity  or  inability  to perform  his
services as contemplated herein for a period of at least twenty (20) consecutive
days or an aggregate of thirty (30) consecutive or  non-consecutive  days during
any twelve  (12) month  period  during the term  hereof due to the fact that his
physical or mental health shall have become impaired so as to make it impossible
or impractical for him to perform the duties and  responsibilities  contemplated
for him hereunder; or

            (c) The termination for cause of the Employee's employment hereunder
by the  Employer,  at its option,  to be  exercised  by written  notice from the
Employer to the  Employee in the event the Employee IS derelict in his duties or
commits  any  misconduct  with  respect  to  the  Employer's  affairs  and  such
dereliction or misconduct shall continue for a period of ten (10) days after the
Employer  shall  have  given  the  Employee   written  notice   specifying  such
dereliction  or  misconduct,  and advising him that the Employer  shall have the
right to  terminate  his  employment  hereunder  in the  event  such  misconduct
continues through such ten (10) day period.

            (d) In the  event  that the  Employee  commits  an act  constituting
common law fraud or any crime,  which  could  reasonably  be expected to have an
adverse impact on the Employer, its business or assets.

            (e) In the  event  that the  Employee  should  fail  (other  than on
account of illness or other  incapacity)  or refuse to carry out the  reasonable
directives of the Board  Directors of the Employer.  and such failure or refusal
shall  continue for a period of twenty (20) days after the  Employer  shall have
given the Employee  written notice  specifying  such  directives and wherein the
Employee has failed or refused to carry out the same,  and advising him that the
Employer shall have the right to terminate his employment hereunder in the event
such failure or refusal continues through such ten (10) day period.

            (f) Cessation of the Employer's business.

            (g) On sixty (60) days written notice from the Employer  pursuant to
Section 2 hereof if (i) the  Employer  terminates  this  Agreement  pursuant  to
Section 2 hereof on sixty  (60) days  notice  without  cause or (ii)  there is a
Change in Control (as  hereinafter  defined) that occurs prior to the expiration
or termination  of this Agreement and,  within three (3) months after the Change
in Control,  (A) Employee's  employment is terminated by the Employer  otherwise
than for the reasons set forth in Sections (8)(a), (b), (c), (d), (e) and/or (f)
hereof or (B) Employee terminates his employment for Good Reason (as hereinafter
defined),  then Employer  shall pay to Employee as severance pay, a total amount
equal to (i) his annual base  salary,  payable in twelve (12) equal  consecutive
monthly  installments  (without  interest)  beginning  one (1) month  after such
termination  plus (ii) the fringe  benefits  described  in Section  5(a) for the
twelve (12) month period commencing on the effective date of such termination.


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<PAGE>

        Employee  expressly  understands  that payment of such severance pay and
benefits (or portion  thereof if such  payments  terminate  pursuant to the last
sentence of this paragraph) represents liquidated damages in full and settlement
of any and all amounts  owed by Employer to  Employee  under this  Agreement  or
otherwise  except  for  the  accrued  portion,  if  any,  bonus,  stock  option,
commission,  vacation or other benefit to which  Employee is expressly  entitled
pursuant to any formal,  written plan or agreement  maintained  by the Employer.
Notwithstanding the foregoing, if Employee obtains full-time employment from any
person or entity or accepts  an  engagement  as a  self-employed  consultant  or
similar position during such twelve (12) month period,  then, upon  commencement
of any such  employment  or the  severance  pay and benefits  payable under this
Section 8(g) shall immediately be reduced by an amount equal to the compensation
tier and/or  benefits  payable by such employment or engagement and the Employer
shall have no further obligation to Employee under this Agreement or otherwise.

            (h) As used in this Agreement, the following terms have the meanings
set forth below:

               (i)  "Affiliate"  of  a  person  means  any  person  directly  or
indirectly  controlling,  controlled  by or under common  control with the first
person.

               (ii)  "Associate" has the meaning  ascribed thereto in Rule 12b-2
under the Exchange Act as in effect on the date hereof.

               (iii)  "Change in  Control"  means the  occurrence  of ANY of the
following events:

            (A)  A  consolidation,  merger,  combination  or  other  transaction
between  Parent or  Employer,  and any other  corporation  or other legal entity
(other than an  Affiliate of Parent OR Employer) in which shares of common stock
of  Parent  or  Employer  are  exchanged  for or  changed  into  other  stock or
securities,  cash and/or other proper, if as a result of such transaction,  less
than fifty  percent  (50%) of the combined  voting power of the common stock (or
other securities entitled to vote generally in the election of directors) of the
surviving or resulting entity is beneficially owned (as hereinafter  defined) by
the  beneficial  owners of the Parent's or  Employer's  common stock as the case
may, be as of the date hereof ("Current Shareholders") and the number of persons
serving on the Board of Directors of the  surviving or resulting  entity who are
Affiliates, Associates, designees or nominees any single "person" (as defined in
Section  13(d)(3) of the Exchange  Act) other than the Current  Shareholders  is
greater than the number of persons  serving on such Board of  Directors  who are
Affiliates, Associates, designees or nominees of the Current Shareholders;

            (B) A sale of all or at least fifty percent (50%)  (measured by book
value of the most recent  annual or  quarterly  BALANCE  sheet) of tie assets of
Parent or Employer to other corporation of or other legal entity (other than one
of the Current Shareholders or any Affiliate of Parent or Employer); and

            (C) A sale or other  disposition of shares of common stock of Parent
or Employer  by the Current  Shareholders  to any  corporation  or other legal
entity (other than one of the Current Shareholders or any Affiliate of Parent or
Employer)  as a result  of which  less  than


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<PAGE>

twenty-five  percent  (25%) of the  then-outstanding  common  stock of Parent or
Employer  is  beneficially  owned  (as  hereinafter   defined)  by  the  Current
Shareholders  and the number of persons serving on Parent's or Employer's  Board
of Directors who are Affiliates, Associates, designees or nominees of any single
"person"  (as defined in Section  13(d) (3)of the  Exchange  Act) other than the
Current  Shareholders  is greater than the number of persons serving on Parent's
or Employer's  Board of Directors who are Affiliates,  Associates,  designees or
nominees of the Current Shareholders.

        Beneficial  ownership  will be determined by applying the definition set
forth in Rule 13d3 under the Exchange Act as in effect on the date hereof. Also,
for purposes of this Agreement, any person who, on the date on which a Change in
control  occurs,  is serving on Parent's or Employer's  Board of Directors  will
deemed  to  be  Affiliate,   Associate,  Designee  or  Nominee  of  the  Current
Shareholders  after the Change in Control for as long as such person serves as a
director of Parent or Employer or of any entity that  survives or results from a
transaction described in Section S(h) (iii).

               (iv)  "Employer"  includes any successor to all or  substantially
all of the 'businesses or assets of the Employer.

               (v) "Exchange Act" means the Securities  Exchange Act of 1934, as
amended form time to time.

               (vi) "Good Reason" means that,  following a Change in Control and
without  Employee's  written,  consent,  (A)  there  has  been  a  material  and
significant  adverse  change  in the  nature or scope of  Employee's  authority,
duties or responsibilities in effect immediately prior to the Change in Control;
(B)  there has been a  reduction  in  Employee's  annual  base  salary in effect
immediately  prior to the Change in Control or an adverse  change in  Employee's
total  compensation  such  that  Employee's  compensation  and  benefits  in the
aggregate  are not  materially  comparable  to his  aggregate  compensation  and
benefits  in  effect  immediately  prior to the  Change in  Control;  or (C) the
principal  place of  Employee's  employment is relocated to a place that is more
than two hundred (200) miles from the principal  place of Employee's  employment
immediately  prior to the Change in Control or  Employee  is required to be away
from his office in the  course of  discharging  his duties and  responsibilities
materially  and  significantly  more than was  required  prior to the  Change in
Control.

        In the event of any  termination  (other  than by the  Employer  without
cause on thirty (30) days' notice pursuant to Section 2), the Employer shall pay
to the Employee such portion of his annual base salary  payable to the date such
termination  becomes  effective  (reduced by any amount payable  pursuant to any
disability insurance policies),  and thereafter the Employee shall have no claim
for any further compensation hereunder;  provided, however, that in the event of
the Employee's death, his death shall be deemed to have occurred on the last day
of the month in which he dies. Upon any termination  Employee shall also receive
all the benefits to which he is entitled under the  Consolidated  Omnibus Budget
Reconciliation  Act  ("COBRA"),  provided  that if the  Employee  is entitled to
receive severance and fringe benefits  described in Section 8(g), COBRA benefits
shall  commence  at the  expiration  of the twelve  (12) month (or such  shorter
period) as is provided in such Section.


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<PAGE>

         9.  Restrictions On The Employee:  During the period  commencing on the
date hereof and ending two (2) years  after the  termination  of the  Employee's
employment  by the Employer for any reason,  the Employee  shall not directly or
indirectly  induce or attempt to induce any of the  employees of the Employer to
leave the employ of Employer.  If this  Agreement is  terminated by the Employer
pursuant to Section 2 hereof, the foregoing two (2) year period shall be reduced
to one (1) year.

         10. Covenant Not To Compete:  During the period  commencing on the date
hereof,  and ending  three (3) years  after the  termination  of the  Employee's
employment for any reason,  the Employee shall not, except as a passive investor
in publicly held companies, engage in, or own or control any interest in, or act
a9  principal,  director,  officer  employee of, or  consultant  to, any firm or
corporation  which is in  competition  with the Employer or its Parent.  If this
Agreement  is  terminated  by the  Employer  pursuant  to Section 2 hereof,  the
foregoing three (3) year period shall be reduced to two (2) years

         11. Proprietary Information:

            (a) For purposes of this Agreement,  "proprietary information" shall
mean any proprietary information relating to the business of the Employer or its
Parent or any  entity in which the  Employer  or its  Parent  has a  controlling
interest  that has not  previously  been  publicly  released by duly  authorized
representatives  of the Employer and shall include (but shall not be limited to)
information  encompassed in all proposals,  marketing and sales plans, financial
information,  costs, pricing  information,  computer programs (including without
limitation   source  code,  object  code,   algorithms  and  models),   customer
information,  customer lists, and all methods, concepts, know-how or ideas in or
reasonably  related  to the  business  of  Employer  or any  entity in which the
Employer has a controlling interest.  The Employee agrees to regard and preserve
as confidential all proprietary  information  whether he has such information in
his memory or in writing or other tangible or intangible form. The Employee will
not,  without  written  authority  from  the  Employer  to do  so,  directly  or
indirectly,  use for his benefit or  purposes,  nor  disclose to others,  either
during the term of his  employment  hereunder,  or thereafter,  any  proprietary
information except as required by the conditions of his employment  hereunder or
pursuant to court order (in which case Employee  shall give the Employer  prompt
written  notice  so that  the  Employer  may  seek a  protective  order or other
appropriate   remedy  and/or  waive  compliance  with  the  provisions  of  this
Agreement.  The Employee  agrees not to remove from the premises of the Employer
or any  subsidiary  or affiliate of the  Employer,  except as an employee of the
Employer in pursuit of the business of the Employer or any of its  subsidiaries,
affiliates  or any entity in which the Employer has a controlling  interest,  or
except as  specifically  permitted in writing by the  Employer,  any document or
object  containing  or  reflecting  any  proprietary  information.  The Employee
recognizes that all such documents and objects,  whether  developed by him or by
someone  else,  are  the  exclusive   property  of  the  employer.   Proprietary
information  shall not  include  information  which is  presently  in the public
domain in or which comes into the public domain through no fault of the Employee
or which is disclosed to the Employee by a third party lawfully in possession of
such information with a right to disclose same.

            (b) All proprietary  information and all of the Employee's  interest
in trade secrets, trademarks, computer programs, customer information,  customer
lists, employee lists,


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<PAGE>

products, procedure,  copyrights,  patents and developments hereafter to the end
of the period of employment  hereunder developed by the Employee as a result of,
or in connection with, his employment  hereunder,  shall belong to the Employer;
and without further compensation,  but at the Employer's expense, forthwith upon
request of the Employer, Employee shall execute any and all such assignments and
other  documents  and  take  any and all  such  other  action  as  Employer  may
reasonably  request in order to vest in Employer all the Employee's right, title
and  interest  in and to all of the  aforesaid  items,  free and clear of liens,
charges and encumbrances.

            (c) The Employee  expressly  agrees that the  covenants set forth in
Sections  9,  10 and 11 of  this  Agreement  are  being  given  to  Employer  in
connection  with the  employment  of the  Employee  by  Employer  and that  such
covenants  are  intended  to protect  Employer  against  the  completion  by the
Employee,  within the terms stated,  to the fullest extent deemed reasonable and
permitted m law and equity. In the event that the foregoing limitations upon the
conduct of the Employee are beyond those permitted by law, such limitation, both
as to time and geographical area, shall be, and be deemed to be, reduced in stop
and effect to the maximum extent permitted by law.

         12. Injunctive Relief: The Employee acknowledges that the injury to the
Employer  resulting from any violation by him of any of the covenants  contained
in this  Agreement  will be of such a  character  that it cannot  be  adequately
compensated by money damages, and, accordingly, the Employer may, in addition to
pursuing  its  other  remedies,  obtain  an  injunction  from any  court  having
jurisdiction of the, matter retaining any such violation.

         13.  Representation of Employee:  The Employee  represents and warrants
that neither the execution and delivery of this Agreement nor the performance of
his duties hereunder  violates the provisions of any other agreement to which he
is a party or by which he is bound.

         14. Parties; Non-Assignability: As used herein, the term the "Employer"
shall mean and include the Employer,  its Parent and any subsidiary  thereof and
any successor thereto unless the context indicates otherwise.  Any assignment of
this  Agreement  shall be  subject  to the  provisions  of  Section  8(g).  This
Agreement and all rights hereunder are personal to the Employee and shall not be
assignable by him and any purported  assignment shall be null and void and shall
not be binding on the Employer.

         15. Entire  Agreement:  This  Agreement  contains the entire  agreement
between the parties hereto with respect to the transactions  contemplated herein
and  supersedes all previous  representations,  negotiations,  commitments,  and
writing with respect thereto.

         16. Amendment or Alteration: No amendment or alteration of the terms of
this  Agreement  shall be valid  unless made in writing and signed by all of the
parties hereto.

         17. Choice of Law: of This  Agreement  shall be governed by the laws of
the State of Nevada.

         18.  Arbitration:  Any controversy,  claim, or breach arising out of or
relating to this Agreement or the breach thereof shall be settled by arbitration
in Toronto,  Canada,  in accordance  with the rules of the American  Arbitration
Association and the judgment upon the award rendered shall be entered by consent
in any court having jurisdiction thereof.


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<PAGE>

         19. Notices:  Any notices  required or permitted to be given under this
Agreement  shall be sufficient if in writing,  and if sent by registered mail to
the  residence  of the  Employee,  or to be  principal  office of the  Employer,
respectively.

         20. Waiver of Breach. The waiver by any party hereto of a breach of any
provision  of this  Agreement  shall not operate or be construed as a waiver any
subsequent breach by any of the parties hereto.

         21. Binding  Effect:  The terms of this Agreement shall be binding upon
and inure to the benefit of the  parties  hereto and their  respective  personal
representatives, heirs, administrators, successors, and permitted assigns.

         22.  Gender:  Pronouns in any gender,  shall be construed as masculine,
feminine, or neuter as the context requires in this Agreement.

        IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the
day and year first above written.

LIGHT MANAGEMENT GROUP, INC.


By:  Bryan Latimer                          By:  Ian Brock
     -----------------------------               -------------------------------
Signature: /s/ Bryan Latimer                Signature: /s/ Ian Brock
           -----------------------                     -------------------------


BARRINGTON L. SIMON


Signature: /s/ Barrington L. Simon
           -----------------------


                                       8

<PAGE>

                             STOCK OPTION AGREEMENT

By way of compensation  recognizing the additional performance of the CEO, Light
Management  Group agrees to the following option package of Barrington L. Simon.
This option  package shall be in addition to any other  compensation  due to Mr.
Simon.  The  following  schedule  constitutes  the common share  amounts and the
exercise price:

1.      One Hundred  Thousand  shares  (100,000) @ Twenty-Five  Cents (0.25) per
        share;
2.      One Hundred Thousand shares (100,000) @ Fifty Cents ($0.50) per share;
3.      Two Hundred Fifty  Thousand  shares  (250,000) @ One Dollar  ($1.00) per
        share;
4.      Two Hundred  Fifty  Thousand  shares  (250,000) @ One Dollar Fifty Cents
        ($1.50) per share;
5.      Five Hundred  Thousand shares (500,000) @ Two Dollars ($2.00) per share.
        All of these options will have registration rights by way of S-8.

The subject  options to purchase  common  shares in Light  Management  Group are
effective  upon  signing  this Option  Agreement by both parties and the subject
options shall be immediately vested an any unexercised options shall expire five
years from date of signing this Agreement.

This agreement is effective and binding upon signing.

LIGHT MANAGEMENT GROUP


/s/ Don Iwacha                               /s/ Barrington L. Simon
-----------------------------                -----------------------------
    Don Iwacha                                   Barrington L. Simon


Date:  July 5, 2000                          Date:  5/7/2000
     -----------------                            ----------------