Exhibit 10.5
                              EMPLOYMENT AGREEMENT

This  Employment  Agreement  (the  "Agreement")  is made and entered  into as of
September 17, 2000, between Statmon  Technologies Corp. (a Delaware  Corporation
("STC" or the "Company") and Geoffrey  Talbot,  of Los Angeles,  California (the
"Executive").

WHEREAS,  the  Company  was  incorporated  on June  17,  2000 as an  Information
Technology ("IT") and Internet Protocol ("IP") business formed to develop,  own,
distribute and support remote control,  device and computer  network  monitoring
software,  operating systems and generally IT related  intellectual  properties.
The  Company  owns all rights,  interest  and title to the  properties  known as
Statmon(R) 2000 and Taskmon 2000.

WHEREAS, Executive is a co-founder of the Company;

WHEREAS,  the Company may form or acquire other  subsidiaries  and assets in the
future;

WHEREAS,  the  Company  intends to complete a series of private  placements  and
intends to complete a public offering ("Offering") or public company merger with
the  objective of the  Company's  securities  being listed on a national  U.S.A.
stock exchange;

WHEREAS,  Company  desires to employ  Executive as Chairman and Chief  Executive
Officer as  described  below and to use its best  efforts to cause  Executive to
remain  appointed  as a director  of the  Company  and all  subsidiaries  of the
Company, whether now in existence or hereinafter formed, and to employ Executive
in the offices described above;

WHEREAS,  Executive  desires to be  employed  by Company as  Chairman  and Chief
Executive  Officer  and to serve as a director  of Company  and to perform  such
duties as are assigned to him by the Board of Directors (the "Board") subject to
the terms, covenants and conditions set forth herein;

NOW,  THEREFORE,  for and in  consideration of the mutual covenants and promises
herein contained, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:

1. Employment.

Company  hereby agrees to employ  Executive and engage the services of Executive
during the Term (as hereinafter defined) as Chairman and Chief Executive Officer
with the title, Chief Executive Officer,  as a director of the Company and every
subsidiary  of  the  Company.   Executive   agrees  to  serve  Company  and  its
subsidiaries in such capacities and positions  during the Term.  Executive shall
report to the Board, and subject to the delegated authority of the Board. During
the term of this Agreement,  Executive shall faithfully  devote his best efforts
and such time and energy as shall be necessary to the  satisfactory  performance
and  discharge  of his duties  and  responsibilities  hereunder,  subject to the
reasonable  policies  and  directives  of the Board of Directors of the Company;
provided,  however,  that Executives  duties and  responsibilities  shall at all
times be consistent with his positions as set forth above. Executive shall fully
disclose any extra curricular


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business activity other than reasonable,  personal investments and shall have no
business  interests  during  the  Term  which  materially   interfere  with  his
performance and discharge of his duties  hereunder,  at the total  discretion of
the Board.

2. Term.

The term of Executive's  employment  hereunder shall be for a period  commencing
upon the date of this  Agreement  and  ending  five (5)  years  from the date of
closing  financing in the aggregate of a minimum of $1,000,000 in gross proceeds
(the "Term").

3. Compensation.

      (a)   Base Salary. During the Term, Executive shall receive a base minimum
            salary payable in equal  bi-monthly  installments  at an annual rate
            for each year of the term as specified below:

                           First year:                  $160,000
                           Second year                  $205,000
                           Third year                   $245,000
                           Fourth year                  $275,000
                           Fifth year                   $300,000

            Based on the profit performance of the Company, additional increases
            may be negotiated and approved by the Compensation Committee. In the
            event that the Company is unable to raise an aggregate of $2 million
            of new capital,  the Executive agrees to renegotiate his Base Salary
            for years 3, 4 and 5 down. Notwithstanding anything to the contrary,
            under no circumstances  shall Executive's Base Salary during each of
            the Years  3,4,  and 5 be less than the Base  Salary  for the Second
            Year ($205,000).

      (b)   Bonus.  With respect to each year or partial year of the Term during
            which  Executive  shall  be  employed  hereunder,   Executive  shall
            participate  in any and all bonus  plans at the same  level as Chief
            Technology  Officer.  Such  bonus  plans  to be  set  yearly  at the
            discretion of the compensation committee.

      (c)   Profit Sharing Plan & Retirement  Plan. With respect to each year or
            partial  year of the Term during which  Executive  shall be employed
            hereunder,  Executive shall be paid , in addition to the base salary
            set forth above,  an amount at the  discretion  of the  compensation
            committee at the same level as Chief Technology  Officer pursuant to
            any  Profit  Sharing  Plan  and/or  Retirement  Plan  offered by the
            Company.

      (d)   Incentive   Plan.   In   addition  to  the  base  salary  and  other
            compensation  specified  herein,  Executive  shall  be  entitled  to
            receive the following:

            (i)   Shares and  Options.  Prior to the  commencement  of the Term,
                  Executive has been issued 800,000 fully paid and nonassessable
                  "Founders"  shares  of common  stock of  Company  for  nominal
                  consideration ("Founders shares"). The Founder shares


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                  have full piggyback  registration rights and are subject to an
                  escrow agreement,  to be released at 20% per annum starting at
                  the  commencement  of this  agreement  and  every  anniversary
                  thereafter  except in the following  circumstances  which will
                  cause all shares to immediately vest:

                  a.    the Company's market capitalization  exceeds $50 million
                        in any 90 day  period,  commencing  12 months  after the
                        Company's share trade on a national stock  exchange.

                  b.    the voting  control of the Company  changes by more than
                        40 %.

                  c.    Termination without cause.

            (ii)  Other  Options  and  Warrants.  In  addition to the options or
                  warrants   described  in  (i)  above,   the  Executive   shall
                  participate  at a level  in the  granting  of all  options  or
                  warrants for stock and any  qualified or non  qualified  stock
                  option plan,  phantom stock plans,  employee  stock  ownership
                  plans or other similar such plans or arrangements  established
                  from  time to time by the  Company  at the  same  level as the
                  Chief  Technology   Officer  determined  by  the  compensation
                  committee.

      (e)   Benefits. In addition to the compensation  specified in this Section
            3,  Company  shall,  at no  cost  to  Executive  and  for as long as
            Executive  shall  remain  employed   pursuant  hereto,   provide  to
            Executive and Executive's  family,  normal industry standard medical
            reimbursement, health disability and provide Executive with benefits
            thereunder commensurate with the executive offices held by Executive
            hereunder.

      (f)   Expenses. During the term of this Agreement,  Executive shall submit
            monthly  invoices  to  Company  for  appropriate  travel  and  other
            reasonable  and necessary  expenses  incurred in the  performance of
            Executive's  services  hereunder.  Company  shall make  payments  to
            Executive to reimburse  Executive for such expenses  promptly  after
            receipt  and  approval  of  such  invoices  by   Executives   direct
            supervisor.  For  domestic  flights  of one hour or more and for all
            international flights, Executive shall be entitled to business class
            travel  or  first  class if  business  class  in not  available,  at
            Company's  sole cost and expense.  A relocation  allowance of $5,000
            will be granted to  Executive  for  moving  from Los  Angeles to San
            Diego.

      (g)   Automobile.,  Company  shall  provide to  Executive  an  appropriate
            luxury  automobile (not exceeding  $80,000) of Executives choice and
            exclusive  use. At Company's  option the automobile may be leased or
            purchased and shall be fully maintained at the Company's expense.

      (h)   Vacation.  Executive  shall be  entitled  to four (4)  weeks of paid
            vacation  days  in  each  calendar  year.  Executive  shall  also be
            entitled  to all  paid  holidays  given  by  Company  to  its  other
            employees.

      (i)   Officer Liability Insurance.  To the extent commercially  available,
            the Company shall provide at no cost to the Executive, appropriate


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            personal  liability  insurance  covering the Executive's  acts as an
            officer and director of Company to the fullest extent that insurance
            coverage is available for such acts. Company shall not, however,  be
            obligated  to obtain  insurance  for  Executive's  conduct  which is
            dishonest, fraudulent or grossly negligent.

      (j)   Life  Insurance.  Company shall  provide to Executive  personal term
            life insurance in the amount of $2,000,000  throughout the Term. The
            beneficiary of such policy to be designated by the Executive.

      (k)   Long-term  Disability.  Company shall provide to Executive Long-term
            Disability insurance in the amount of $300,000 throughout the Term.

4. Termination.

Executive's  employment  with the  Company  shall cease and  terminate  upon the
occurrence of any one of the following events

      (a)   Term. Termination shall be effective upon the expiration of the Term
            pursuant to Section 2 hereof unless  Company and Executive  agree in
            writing  to extend the  employment.  Such  expiration  of Term shall
            terminate  any and all  obligations  of the Executive to the Company
            under Section 1 of this Agreement.  The Company shall continue to be
            obligated to the Executive under this Agreement for the following:

            (i) any and all earned and unpaid base salary, bonus, profit sharing
            and/or  retirement plan, vested interests under incentive plans, and
            unused vacation time pursuant to sections 3(a),  3(b),  3(c),  3(d),
            and 3(h) as of the  date of  termination.  Such  earned  and  unpaid
            salary under 3(a) and unused  vacation time under 3(h) shall be paid
            within thirty (30) days of the date of termination.  At the election
            of the  Executive,  such earned and unpaid bonus under 3(b),  profit
            sharing and/or  retirement plan under 3(c), and vested  interests in
            incentive  plans  under 3(d) shall be paid  within one  hundred  and
            eighty (180) days of  termination  at the then Fair Market Value (as
            hereinafter defined.)

            (ii) any and all  incurred  and  unreimbursed  expenses  pursuant to
            Section 3(f). Such unreimbursed expenses shall be paid within thirty
            (30) days of the receipt of expense report.

            (iii)  any and all  incurred  or  future  losses,  claims,  damages,
            liabilities,   expenses,  judgments,  fines,  settlements  or  other
            amounts arising from any and all claims,  costs,  demands,  actions,
            suits or other  proceedings  pursuant  to Section  6. Such  incurred
            amounts shall be paid within thirty (30) days of  termination;  such
            future  amounts  shall be paid within thirty (30) days of submission
            of written claim by Executive to Company.

            (iv) any and all  obligations  and provisions  pursuant to Section 5
            remain in effect.


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            All other  obligations of the Company shall  terminate upon the date
            of termination.

      (b)   Death. In the event of the Death of the Executive,  such death shall
            terminate  any and all  obligations  of the Executive to the Company
            under this Agreement  effective as of the date of death. The Company
            shall continue to be obligated to the Executive, Executive's estate,
            legal representative,  heirs or assigns under this Agreement for the
            following:

            (i) any and all earned and unpaid base salary, bonus, profit sharing
            and/or  retirement  plan,  vested  interests in incentive plans, and
            unused vacation time pursuant to sections 3(a),  3(b),  3(c),  3(d),
            and 3(h) as of the date of death.  Such  earned  and  unpaid  salary
            under 3(a) and unused  vacation time under 3(h) shall be paid within
            thirty  (30)  days of the  date of  death.  At the  election  of the
            Executor or Administrator of the Executive's estate, such earned and
            unpaid bonus under 3(b), profit sharing and/or retirement plan under
            3(c),  and vested  interests in incentive  plans under 3(d) shall be
            paid within one  hundred and eighty  (180) days of death at the then
            Fair Market Value (as hereinafter defined).

            (ii) any and all  incurred  and  unreimbursed  expenses  pursuant to
            Section 3(f). Such unreimbursed expenses shall be paid within thirty
            (30) days of the receipt of expense report.

            (iii) any and all benefits  pursuant to section 3(e) for the benefit
            of the  Executive's  family shall be  continued  for a period of one
            hundred and eighty (180) days from the date of death.

            (iv) any and all  incurred  losses,  claims,  damages,  liabilities,
            expenses,  judgments,  fines,  settlements or other amounts  arising
            from any and all claims,  costs,  demands,  actions,  suits or other
            proceedings pursuant to Section 6. Such amounts shall be paid within
            thirty (30) days of death.

            (v) any and all  obligations  and  provisions  pursuant to Section 5
            remain in effect.

            All other  obligations of the Company shall  terminate upon the date
            of death.

      (c)   Incompetence.  In the event of the physical or mental  disability of
            the Executive so as to render  Executive  incapable of substantially
            complying with the obligations of the Executive as set forth in this
            Agreement  for a period in excess of four (4)  months,  the  Company
            may,  prior to the date  the  Executive  resumes  the  rendering  of
            services  pursuant  to this  Agreement,  terminate  the  Executive's
            employment  upon  receipt by  Executive  of written  notice  sent by
            registered or certified mail. Such disability shall be determined by
            the unanimous  opinion of two medical  doctors,  board certified and
            licensed to practice  medicine in the state of California,  at least
            one of  whom  is  appointed  by the  Executive.  Such  notice  shall
            terminate any and all obligations


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            of the Executive to the Company  under  Section 1 of this  Agreement
            effective  as of the date of receipt of such notice of  termination.
            The Company  shall  continue to be obligated to the  Executive,  his
            legal  representative,  or  assigns  under  this  Agreement  for the
            following:

            (1) any and all earned and unpaid base salary, bonus, profit sharing
            and/or  retirement plan, vested interests under incentive plans, and
            unused vacation time pursuant to sections 3(a),  3(b),  3(c),  3(d),
            and 3(h) as of the  date of  termination.  Such  earned  and  unpaid
            salary under 3(a) and unused  vacation time under 3(h) shall be paid
            within thirty (30) days of the date of termination.  At the election
            of the  Executive,  such earned and unpaid bonus under 3(b),  profit
            sharing and/or  retirement plan under 3(c), and vested  interests in
            incentive  plans  under 3(d) shall be paid  within one  hundred  and
            eighty (180) days of  termination  at the then Fair Market Value (as
            hereinafter defined.)

            (ii) any and all  incurred  and  unreimbursed  expenses  pursuant to
            Section 3(f). Such unreimbursed expenses shall be paid within thirty
            (30) days of the receipt of expense report.

            (iii) any and all benefits  pursuant to section 3(e) for the benefit
            of the  Executive  and  Executive's  family shall be continued for a
            period  of one  hundred  and  eighty  (180)  days  from  the date of
            termination.

            (iv) the Company shall continue to provide  Executive with long term
            disability  insurance,  pursuant to Section  3(k) for so long as the
            disability may continue.

            (v)  any  and  all  incurred  or  future  losses,  claims,  damages,
            liabilities,   expenses,  judgments,  fines,  settlements  or  other
            amounts arising from any and all claims,  costs,  demands,  actions,
            suits or other  proceedings  pursuant  to Section  6. Such  incurred
            amounts shall be paid within thirty (30) days of  termination;  such
            future  amounts  shall be paid within thirty (30) days of submission
            of written claim by Executive to Company.

            (vi) any and all  obligations  and provisions  pursuant to Section 5
            remain in effect.

            All other  obligations of the Company shall  terminate upon the date
            of termination.

      (d)   Cause. No termination for Cause, as hereinafter defined,  shall take
            place until the following: In the event the Board seeks to terminate
            Executive  for  Cause,  the  Board  shall  give  written  notice  to
            Executive  within ten (10) days of a meeting  of the  Board,  during
            which  meeting the Executive  and  Executive's  counsel shall have a
            reasonable  opportunity  to address the Board.  Such written  notice
            shall set forth in  particularity  the  Board's  proposed  basis for
            termination  for Cause.  Any  resolution to terminate  Executive for
            Cause  must be duly  adopted  by  unanimous  consent  of the  Board.
            Termination  shall be  effective  thirty  (30) days after  Executive
            receives written notice of the Board's


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            resolution to terminate  Executive  for Cause.  For purposes of this
            Section,  "Cause"  is  defined  as (i)  Executive's  fraud,  willful
            misconduct or gross negligence in connection with the performance of
            his obligations under this Agreement or (ii) Executive's  conviction
            of, or plea of guilty to, a felony.

            Upon termination for Cause, any and all obligations of the Executive
            to  the  Company  under  Section  1  of  this  Agreement   shall  be
            terminated.  The  Company  shall  continue  to be  obligated  to the
            Executive under this Agreement for the following:

            (i) any and all earned and unpaid base salary, bonus, profit sharing
            and/or  retirement plan, vested interests under incentive plans, and
            unused vacation time pursuant to sections 3(a),  3(b),  3(c),  3(d),
            and 3(h) as of the  date of  termination.  Such  earned  and  unpaid
            salary under 3(a) and unused  vacation time under 3(h) shall be paid
            within thirty (30) days of the date of termination.  At the election
            of the  Executive,  such earned and unpaid bonus under 3(b),  profit
            sharing and/or  retirement plan under 3(c), and vested  interests in
            incentive  plans  under 3(d) shall be paid  within one  hundred  and
            eighty (180) days of  termination  at the then Fair Market Value (as
            hereinafter defined.)

            (ii) any and all  incurred  and  unreimbursed  expenses  pursuant to
            Section 3(f). Such unreimbursed expenses shall be paid within thirty
            (30) days of the receipt of expense report.

            (iii) any and all benefits  pursuant to section 3(e) for the benefit
            of the  Executive  and  Executive's  family shall be continued for a
            period  of one  hundred  and  eighty  (180)  days  from  the date of
            termination.

            (iv)  any  and all  incurred  or  future  losses,  claims,  damages,
            liabilities,   expenses,  judgments,  fines,  settlements  or  other
            amounts arising from any and all claims,  costs,  demands,  actions,
            suits or other  proceedings  pursuant  to Section  6. Such  incurred
            amounts shall be paid within thirty (30) days of  termination;  such
            future  amounts  shall be paid within thirty (30) days of submission
            of written claim by Executive to Company.

            (v) any and all  obligations  and  provisions  pursuant to Section 5
            remain i n effect.

            All other  obligations of the Company shall  terminate upon the date
            of termination.

      (e)   Resignation.  Termination  shall be  effective  five (5) days  after
            Company  receives  written  notice of  resignation  from  Executive,
            delivered  in  person  or by  registered  or  certified  mail.  Such
            resignation shall terminate any and all obligations of the Executive
            to the Company under Section 1 of this Agreement.  The Company shall
            continue to be obligated to the Executive  under this  Agreement for
            the following:


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            (i) any and all earned and unpaid base salary, bonus, profit sharing
            and/or  retirement plan, vested interests under incentive plans, and
            unused vacation time pursuant to sections 3(a),  3(b),  3(c),  3(d),
            and 3(h) as of the  date of  termination.  Such  earned  and  unpaid
            salary under 3(a) and unused  vacation time under 3(h) shall be paid
            within thirty (30) days of the date of termination.  At the election
            of the  Executive,  such earned and unpaid bonus under 3(b),  profit
            sharing and/or  retirement plan under 3(c), and vested  interests in
            incentive  plans  under 3(d) shall be paid  within one  hundred  and
            eighty (180) days of  termination  at the then Fair Market Value (as
            hereinafter defined.)

            (ii) any and all  incurred  and  unreimbursed  expenses  pursuant to
            Section 3(f). Such unreimbursed expenses shall be paid within thirty
            (30) days of the receipt of expense report.

            (iii)  any and all  incurred  or  future  losses,  claims,  damages,
            liabilities,   expenses,  judgments,  fines,  settlements  or  other
            amounts arising from any and all claims,  costs,  demands,  actions,
            suits or other  proceedings  pursuant  to Section  6. Such  incurred
            amounts shall be paid within thirty (30) days of  termination;  such
            future  amounts  shall be paid within thirty (30) days of submission
            of written claim by Executive to Company.

            (iv) any and all  obligations  and provisions  pursuant to Section 5
            remain in effect.

            All other  obligations of the Company shall  terminate upon the date
            of termination.

      (f)   Convenience of Company.  The Company shall have the unilateral right
            to terminate the employment of the Executive  effective  ninety (90)
            days after  receipt by Executive of written  notice of  termination,
            delivered  in  person  or by  registered  or  certified  mail.  Such
            termination  shall terminate any and all obligations of Executive to
            Company  under  Section  1 of  this  Agreement.  The  Company  shall
            continue to be obligated to the Executive  under this  Agreement for
            any and all obligations for the remainder of the Term, including but
            not limited to, the following:

            (i) any and all base salary  pursuant to Section  3(a);  any and all
            benefits  pursuant  to  Section  3(e);  the  monetary  value  of the
            automobile allowance pursuant to Section 3(g); the monetary value of
            any and all vacation and holiday time pursuant to Section 3(h). Such
            amounts  under this  paragraph  3(f)(1)  shall be paid within thirty
            (30) days of termination.

            (ii) any and all bonuses  pursuant to Section 3(b),  such  remaining
            bonus amounts shall be calculated as follows: the ratio between such
            remaining  bonus amounts and remaining  base salary amounts shall be
            equal to the ratio  between  all past  bonuses  and past base salary
            amounts. At the option of the Executive,  such bonuses shall be paid
            within thirty (30) days of termination.


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            (iii) any and all profit sharing and/or retirement accounts pursuant
            to Section 3(c), such remaining  account amounts shall be calculated
            as follows:  the ratio between such  remaining  account  amounts and
            remaining  base salary  amounts  shall be equal to the ratio between
            all past account amounts and past base salary amounts. At the option
            of the  Executive,  such accounts  shall be paid or rolled over to a
            new retirement account within thirty (30) days of termination.

            (iv)  any  and  all   interests   pursuant  to  Section  3(d)  shall
            immediately  vest. At the option of the  Executive,  such  interests
            shall be paid  within  thirty (30) days of  termination  at the then
            Fair Market Value (as hereinafter defined).

            (v)  any  and  all  incurred  or  future  losses,  claims,  damages,
            liabilities,   expenses,  judgments,  fines,  settlements  or  other
            amounts arising from any and all claims,  costs,  demands,  actions,
            suits or other  proceedings  pursuant  to Section  6. Such  incurred
            amounts shall be paid within thirty (30) days of  termination;  such
            future  amounts  shall be paid within thirty (30) days of submission
            of written claim by Executive to Company.

            (vi) any and all  obligations  and provisions  pursuant to Section 5
            remain in effect.

            (vii) any and all other  obligations of the Company to the Executive
            shall remain in effect until the remainder of the Term.

            Fair Market  Value for  purposes of this  section  shall be the then
            fair market value as  determined by an MAI  appraiser,  appointed by
            both  Executive and Company.  In the event the Executive and Company
            are  unable  to reach  agreement  as to one  appraiser,  each  shall
            appoint an appraiser,  and one shall be appointed by the independent
            public  accounting  firm of Arthur  Andersen & Co.  The Fair  Market
            Value  shall be the  average of the three  appraisals.  Fair  Market
            Value shall be calculated based on Executive's  proportionate  share
            of the fair market  value of the total  outstanding  shares  without
            regards to any minority discount. Costs shall be borne by the person
            or  persons  appointing  the  appraiser.  The cost of the  appraiser
            appointed  by  Arthur  Andersen  & Co.  shall be  equally  shared by
            Executive and Company.

5. Change in Control.

This  Agreement  survives  any and all  changes in  control,  including  but not
limited to the following events:

      (a)   Company  shall sell,  assign,  transfer or  otherwise  convey all or
            substantially all of the assets of Company.

      (b)   Company shall merge or consolidate into a company or corporation and
            Company shall not survive such merger or consolidation.


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      (c)   The  ownership  of Company  shall alter or change by more that forty
            percent (40%).

      (d)   The  composition  of the Board  shall be  changed by more than fifty
            percent (50%).

6. Indemnification.

Company shall indemnify and hold harmless Executive from and against any and all
losses,  claims,  damages,  liabilities,  expenses  (including  legal  fees  and
expenses  to be paid as  incurred),  judgments,  fines,  settlements  and  other
amounts arising from any and all claims, costs, demands, actions, suits or other
proceedings (whether civil, criminal,  administrative or investigative) in which
Executive may be involved, or threatened to be involved as a party or otherwise.
(a) by reason of Executive's status as an officer and director of Company or (b)
which relate to the business of Company,  its property or client  relationships,
whether  or  not  Executive  continues  in the  capacity  that  entitled  him to
indemnification  at the time any such  liability or expense is paid or incurred:
(i) so  long  as  Executive  acted  in  good  faith  and in a  manner  Executive
reasonably  believed to be in or not opposed to the best  interests  of Company,
Company's  business,  property  or  clients,  and with  respect to any  criminal
precedent,  had  reasonable  cause to believe  his  conduct  did not  constitute
willful or wanton  misconduct,  fraud or gross  negligence or (ii) to the extent
that Executive has been  successful on the merits or otherwise in defense of any
action,  suit or other proceeding,  or in defense of any claim,  issue or matter
raised therein. The termination of proceeding by judgment,  order, settlement or
its equivalent,  shall not, of itself,  create a presumption  that Executive did
not act in good faith and in a manner that Executive  reasonably  believed to be
in the best interests of Company.

Expenses   incurred  in   defending  a  civil,   criminal,   administrative   or
investigative  action,  suit or other  proceedings  shall be paid by  Company in
advance of the final disposition of such proceeding if so requested by Executive
and upon the receipt of a written  undertaking  by or on behalf of  Executive to
repay such amount if it shall  ultimately  be determined  that  Executive is not
entitled to be indemnified by Company.

The indemnification  provided hereby shall be in addition to any other rights to
which  Executive  may be  entitled  under any  agreement,  as a matter of law or
otherwise,  and shall  continue to Executive  after he has ceased to serve as an
officer or director  hereunder and shall inure to the benefit of his  respective
heirs, successors, assigns and administrators.

7. Non-competition Agreement.

If Executive's  employment  hereunder shall terminate for any reason, other than
as a result of a breach of this  Agreement  by Company,  Executive  agrees for a
period of three  years after such  termination  not to engage in business in the
United  States  of  America,  as an  employee,  director,  consultant,  partner,
proprietor  or  shareholder  (other than as a shareholder  of a publicly  traded
company  owning less than five percent (5%) of the voting power of all shares of
said company  entitled to vote) where such business shall be in competition with
business  conducted by Company or any of its  subsidiaries or affiliates  during
the six months period prior to such  termination and conducted by Company or any
or its subsidiaries or affiliates at the time such competitive activity shall be
undertaken by Executive.


                                    10 of 13
<PAGE>

8. Confidential Information.

The  Executive  acknowledges  that in his  employment  hereunder  he  occupies a
position of trust and confidence  and agrees that he will treat as  confidential
and,  other than in the course of his  duties as a director  and  officer of the
Company  and  affiliates,  will  not,  without  written  authorization  from the
Company,  directly or indirectly  disclose to any person,  firm,  association or
corporation  or use for his own  benefit or gain any  confidential  information,
plans,  products,  customer  and/or supplier lists or any other trade secrets or
confidential material or information of the Company or any affiliate, where such
information,  plans,  products,  lists or other  trade  secrets or  confidential
material  was or  were  learned  by  the  Executive  during  the  course  of his
employment hereunder.

9. Equitable Relief

The Executive  acknowledges and agrees that a breach by him of the provisions of
Section 7 or 8 hereof will cause the Company irreparable injury and damage which
cannot be compensated by money damages. The Executive therefore expressly agrees
that the Company shall be entitled to injunctive  or other  equitable  relief to
prevent a breach of any  provision  of Section 7 or 8 of this  Agreement  and to
secure its  enforcement in addition to any other remedies which may be available
to the Company.

10. Prior Employment.

Executive  warrants  and  represents  that he is under no  contractual  or legal
restrictions  with respect to his obligations and duties  hereunder and that his
employment  will not violate any agreement or contract to which he is a party or
by which he is bound.  Executive shall indemnify and save Company  harmless from
any damages or injury Company might sustain as a result of the violation of this
Section 10 (including actual, reasonable attorney's fees).

11. Miscellaneous.

      (a)   Amendment.  This  Agreement  may be amended or modified from time to
            time,  but only by a written  instrument  executed  by both  parties
            hereto.

      (b)   Notices.  Any notices  required or permitted  hereunder  shall be in
            writing and shall be deemed given when personally  delivered or when
            sent by  registered  or  certified  mail,  postage  prepaid,  return
            receipt  requested,  addressed  to  the  other  party  at its or his
            address set forth below its or his signature to this  Agreement,  or
            at such other  address as it or he may specify  from time to time by
            notice hereunder.

      (c)   Entire Agreement This Agreement contains the entire understanding of
            the parties  hereto with  respect to the subject  matter  hereof and
            supersedes   all   prior   or    contemporaneous    discussions   or
            understandings with respect to the subject matter.

      (d)   Successors  and  Assigns.  This  Agreement  is a  personal  services
            contract and shall  require the personal  services of Executive  but
            shall


                                    11 of 13
<PAGE>

            otherwise  be  binding  upon and shall  inure to the  benefit of the
            parties   hereto   and   their    respective    heirs,    executors,
            administrators, legal representatives, successors and assigns.

      (e)   Governing Law. This Agreement  shall be governed by and  constructed
            in accordance with the laws of the State of California.

      (f)   Jurisdiction.  Any  matters  arising  hereunder  or  related to this
            Agreement  that may be litigated,  shall be litigated only in courts
            having sites with the City of Los Angeles. The parties hereto hereby
            consent to and  submit to the  jurisdiction  of any local,  state or
            federal court located in Los Angeles, California. All parties hereto
            hereby waive any right they may have to transfer or change the venue
            of litigation  brought  against any of them by other parties  hereto
            relating to this Agreement.

      (g)   Non-waiver  of Breach.  A waiver by any party hereto of a particular
            breach or default in connection with any provision of this Agreement
            shall not be deemed a waiver of any subsequent  default or breach of
            the same or any other provision of this Agreement.

      (h)   Invalid Provision.  If any provision of this Agreement is held to be
            illegal,  invalid,  or  unenforceable  under present or future laws,
            such provision shall be severable,  and the remaining  provisions of
            this  Agreement  shall remain in full force and effect and shall not
            be affected by such illegal,  invalid, or unenforceable provision or
            by its severance herefrom.

      (i)   Captions.  The  captions  in  this  Agreement  are for  purposes  of
            reference  only and  shall  not be  considered  in  construing  this
            Agreement.


                                    12 of 13
<PAGE>

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date first above written.

                                       COMPANY:
                                       STATMON TECHNOLOGIES CORP.


                                       BY:
                                          --------------------------------------
                                          Mr. Peter Upfold
                                          Vice Chairman
                                          114 N. Doheny Drive
                                          Los Angeles , CA 90048

                                       EXECUTIVE:


                                          --------------------------------------
                                          Mr. Geoffrey Talbot
                                          114 N. Doheny Drive
                                          Los Angeles, CA 90048


                                    13 of 13
<PAGE>

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

      THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made as
of July 1, 2004, by and among STATMON TECHNOLOGIES CORP., a Nevada corporation (
"Company") and GEOFFREY TALBOT ("Executive").

                               Statement of Facts

      A. Company and Executive are parties to that certain Employment  Agreement
dated as of September 17, 2000 (the "Employment Agreement").

      B. Despite the date the Employment Agreement was executed,  the Employment
Agreement's  commencement  date was delayed until certain  conditions (the "Loan
Conditions")  contained in certain loan  agreements  to which  Company was bound
were satisfied.

      C. As of July 1, 2004,  the Board of Directors  of Company has  determined
that Company has satisfied the Loan Conditions (the "New Commencement Date").

      D. All services  rendered by Executive prior to the New Commencement  Date
were categorized as consulting  services and all compensation  paid to Executive
for such services was deemed to be consulting fees.

      E. The parties  desire to amend the  Employment  Agreement  to reflect the
foregoing events.

      NOW,  THEREFORE,  in  consideration  of the  premises,  the  covenants and
agreements  contained  herein,  and other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
hereby agree as follows:

<PAGE>

                               Statement of Terms

      1. Amendment to Employment Agreement.  Subject to the terms and conditions
of this Amendment, the Employment Agreement is hereby amended as follows:

            (a) The  Statement of Facts above are hereby  incorporated  into and
made a part of the Employment Agreement.

            (b)  Section 2 of the  Employment  Agreement  is hereby  amended and
restated to read as follows:

            "2. Term.

            The term of Executive's  employment  hereunder shall be for a period
commencing  July 1, 2004 and  ending  July 1,  2009."

            (c) Section 3(a) of the  Employment  Agreement is hereby amended and
restated to read as follows:

            "3. Compensation.

              (a) Base Salary.  During the Term,  Executive shall receive a base
minimum salary payable in equal semi-monthly  installments at an annual rate for
the First Year of $160,000  and the Second Year of  $200,000.  For years  three,
four and five of the employment agreements, annual salary increases, performance
and  incentive  bonuses  including  the  issuance  of stock  options,  are to be
negotiated  and  approved  by the  Compensation  Committee  on an  annual  basis
immediately  prior to the Company  filing the previous years Form 10K or June 30
whichever event occurs first.

      2. Consent.  Company hereby acknowledges Executive is entitled to the Base
Salary  specified in Section 3(a) of the  Employment  Agreement,  subject to any
performance thresholds specified therein.

      3. No Other Amendments.  Except for the amendments  expressly set forth in
this  Amendment,  the Employment  Agreement  shall remain  unchanged and in full
force and effect.

      4. Counterparts.  This Amendment may be executed in multiple  counterparts
and via  facsimile,  each of which shall be deemed to be an original  and all of
which when taken together shall constitute one and the same instrument.

      5. Governing Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE  WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA  APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN SUCH STATE.

      6. Binding Effect. This Amendment shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns.

      IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Employment  Agreement to be duly  executed and  delivered as of the day and year
specified at the beginning hereof.

EXECUTIVE:


GEOFFREY TALBOT

COMPANY:
STATMON TECHNOLOGIES CORP.


By:
Name: Peter Upfold
Title: Vice Chairman
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