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                                                                   EXHIBIT  10.3

                              EMPLOYMENT AGREEMENT

     EMPLOYMENT  AGREEMENT  (this  "Agreement"),  dated as of September 24, 2001
(the  "Effective Date") between Home Director, Inc., a Delaware corporation (the
"Company"),  and  Donald  B.  Witmer  ("Employee").

WHEREAS,  the  Company  desires  to  employ  Employee as its President and Chief
Executive Officer and as the Chief Executive Officer of Digital Interiors, Inc.,
a  California corporation and a wholly owned subsidiary of the Company ("Digital
Interiors");  and

WHEREAS,  Employee  is  willing to accept such employment on the terms set forth
herein.

NOW,  THEREFORE,  the  Company  and  Employee  hereby  agree  as  follows:

     1.     Employment.
            ----------

      1.1.     General.  The  Company hereby employs Employee in the capacity of
President  and  Chief  Executive  Officer  of the Company and as Chief Executive
Officer  of Digital Interiors, and Employee hereby accepts such employment, upon
the  terms  and  subject  to  the  conditions  herein  contained.

      1.2.     Board  of  Directors.  During  the  term of Employee's employment
hereunder,  the  Employee agrees to serve as a member of the Boards of Directors
of  the  Company  and  Digital  Interiors.

      1.3.     Duties  and  Authority.  During the term of Employee's employment
hereunder,  the  Employee shall have such responsibilities, duties and authority
as  are  consistent  with his title and such additional responsibilities, duties
and  authority  as may, from time to time, be reasonably assigned to Employee by
the  Board  of  Directors  of  the  Company.  During the term of this Agreement,
Employee shall serve the Company, faithfully and to the best of his ability, and
shall devote all of his business time and efforts to the business and affairs of
the Company (including its subsidiaries and affiliates) and the promotion of its
interests  or such other activities as the Board of Directors of the Company may
approve from time to time; provided, however that this shall not be construed as
either  preventing  Employee from investing his assets in such form or manner as
will  not  require  any  services on the part of Employee or precluding Employee
from  performing  a  reasonable  amount  of civic and/or charitable service. The
Company  hereby  acknowledges and approves the following activities by Employee:
(a) Employee's and Employee's spouse's ownership of E&N Business Development and
Advisors, a real estate and business advisory company and (b) Employee's partial
ownership  and  member  on the Board of Directors of Card IT, Inc., a smart card
company.  Employee  will  be furnished with facilities and services commensurate
with his position and adequate for the performance of his duties. Employee shall
make  himself  available  to the Company at such times and places as the Company
shall  reasonably  request  during  the  term  hereof.

     2.     Term  of  Employment.  The  term of this Agreement shall commence on
the  Effective  Date  and shall continue through December 31, 2003 (the "INITIAL
TERM").  Thereafter  and  unless this Agreement is terminated in accordance with
the  provisions  set  forth  in  Section  4

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hereof,  the  term  of  this  Agreement  shall  be  automatically  extended  for
successive  and  additional  one-year  periods.

     3.     Compensation  and  Benefits.
            ---------------------------

      3.1.     Salary.  The  Company  shall pay to Employee a base salary at the
annual  rate  of $275,000 or at such increased rate as the Board of Directors of
the  Company,  in its sole discretion, may hereafter from time to time determine
("BASE SALARY"), payable in accordance with the regular payroll practices of the
Company  and  subject  to  all  applicable  federal  and  state  deductions  and
withholdings. During the term of this Agreement, Employee's Base Salary shall be
reviewed  no  less  frequently  than  annually  by the Board of Directors of the
Company  to  determine  whether  or  not such Base Salary should be increased in
light  of  Employee's  duties,  responsibilities  and performance, and, if it is
determined that an increase is merited, such increase shall be promptly put into
effect  and  Employee's  base salary as so increased shall constitute Employee's
Base  Salary  for  purposes  of  this  Section  3.1.

      3.2.     Expenses.  Employee  is  currently  a  resident  of  San  Jose,
California.  During  the  term  of  this  Agreement,  Employee  shall  spend  a
significant  amount  of time at the Company's headquarters in Morrisville, North
Carolina.  During  the  term  of this Agreement, the Company shall:  pay for, or
reimburse  Employee  for,  all  of  Employee's  roundtrip  airfare  to  the
Raleigh-Durham International Airport; (b) pay for, or reimburse Employee for, up
to  two roundtrip airfares per month for Employee's spouse to the Raleigh-Durham
International Airport; (c) pay for, or reimburse Employee for, Employee's actual
lodging  expenses  (including  an  apartment  rental  and all utilities expenses
related  to  such  apartment  rental)  in  the  Research  Triangle Area of North
Carolina  (the  "RTP");  and  (d) pay for, or reimburse Employee for, Employee's
actual  car  rental  expenses  in  the  RTP.  Employee  and  the  Company hereby
acknowledge  and  agree that the Board of Directors of the Company may determine
that  it  is  in  the best interests of the Company for Employee to relocate his
residence  to the RTP. In such event, the Company shall provide Employee with an
adequate  relocation  package  as  Employee  and  the  Company  shall  mutually
determine.  The  Company  shall  pay  for,  or reimburse Employee for, all other
reasonable  out-of-pocket  expenses incurred by him in performing services under
this  Agreement.  The  Company  shall pay to Employee an automobile allowance of
$500  per  month.  The  Company  shall  pay  a  maximum  of  $2,000 annually for
disability  insurance  on  behalf  of  the  Employee.  All  such  payments  or
reimbursements  shall  be made by the Company according to the Company's expense
account  and  reimbursement  policies  and  provided  that Employee shall submit
reasonable  documentation  with  respect  to  such  expenses.

      3.3.     Incentive  Compensation  Plan.  The Company, with respect to each
calendar year during the term hereof, shall pay Employee an annual cash bonus (a
"BONUS") in an amount equal to no less than 35% of Employee's annual Base Salary
provided  that  the  Employee  remains  employed  by  the  Company  continuously
throughout  such  calendar  year.  The  Company shall pay such Bonus, if any, to
Employee  on or before December 31St of such calendar year. The bonus evaluation
for  2001 will be based on the Chairman of the Board of Directors recommendation
to  the  Board  of  Directors Compensation Committee and will be based on if the
Company  is Profitable (as defined below) or has been Strategically Repositioned
(as  defined below). The term "Profitable" means positive net cash flow from the
Company's  business  activities, excluding investment activities and losses from
the  disposal  or  write-off  of  the  Company's  IBM  controller

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inventory.  The  term  "Strategically Repositioned" means additional funding was
achieved  and/or  business  partners  were brought in to benefit the company. In
addition  to  the  foregoing, the Company shall pay Employee a bonus of $200,000
upon:  (a)  the  consummation  of  the  initial public offering of shares of the
Company's  Common  Stock  pursuant to the Securities Act of 1933, as amended (an
"IPO")  or  (b)  the  consummation  of  a merger, reorganization, consolidation,
exchange, transfer of assets, or similar transaction in which the Company is not
the  surviving  company  (a  "CHANGE  IN  CONTROL").

      3.4.     Incentive  Stock  Options.  Simultaneously with the execution and
delivery of this Agreement, the Company and Employee shall execute and deliver a
Stock  Option  Agreement  (the "OPTION AGREEMENT") pursuant to which the Company
shall  grant Employee an option to purchase 2,500,000 shares of the Common Stock
of  the  Company  in accordance with the terms and conditions thereof The Option
Agreement  shall  provide  that  625,000  options  shall  immediately  vest  and
1,875,000 options shall vest quarterly over two years beginning on the Effective
Date,  have  an  exercise  price of $0.22 per share, and vesting will accelerate
upon  the consummation of an IPO or a Change In Control. Also, the Company shall
grant  Employee  an option to purchase 500,000 shares of the Common Stock of the
Company  that  immediately  vests  upon  consummation and receipt of at least $5
million  in  equity  financing and has a grant price that reflects the then fair
market  value.  Provided that Employee is an employee of the Company and at such
time  as  the  Company  increases its stock option pool, the Company shall grant
Employee:  (a) if the Company is Profitable or Strategically Repositioned on the
grant  date,  an  option to purchase 1,800,000 shares of the Common Stock of the
Company that vests quarterly over two years from the grant date, has an exercise
price determined by the Board of Directors of the Company on the grant date, and
has  accelerated vesting upon the consummation of an IPO or Change In Control or
(b)  if the Company is not Profitable or has not been Strategically Repositioned
on  the grant date: (i) an option to purchase 900,000 shares of the Common Stock
of  the  Company that vests quarterly over two years from the grant date, has an
exercise  price determined by the Board of Directors of the Company on the grant
date, and has accelerated vesting upon the consummation of an IPO or a Change In
Control  and (ii) an option to purchase up to 900,000 shares of the Common Stock
of  the  Company  that  vests quarterly over two years after the Company becomes
Profitable  or  Strategically  Repositioned, has an exercise price determined by
the  Board  of  Directors  of the Company on the grant date, and has accelerated
vesting  upon  the  consummation  of an IPO or a Change In Control. The Board of
Directors  of the Company shall determine when it is appropriate for the Company
to  increase  its  stock  option  pool  to facilitate the foregoing stock option
grants.

      3.5.     Vacation.  Employee  shall  be entitled to four weeks of vacation
during each calendar year of this Agreement, or such greater period as the Board
of  Directors  of  the  Company shall approve, and to paid holidays given by the
Company  to  its  employees  generally,  without  reduction  in  salary or other
benefits.  Vacation  for  a  calendar  year  that  is  not  used  may be used in
subsequent calendar years. Upon termination of Employee's employment pursuant to
Section  4  hereof,  Employee shall be entitled, in addition to the compensation
and  benefits provided for in Section 4, to receive in cash an amount equivalent
to  all  accrued  and  unused  vacation  as  of  such  termination  date.

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 3.6.     Equipment.  The  Company  shall  provide  Employee  with  equipment
reasonably determined by the Company to be necessary for Employee to perform his
duties  under this Agreement, including, without limitation, a portable personal
computer  and  a  cellular  telephone.

      3.7.     No Other Benefits.  During the term of this Agreement or upon any
termination  hereof, the Company shall have no obligation to pay or provide, any
compensation or benefits other than as set forth herein; provided, however, that
Employee  shall  be  entitled  to  all  benefits  generally  available under the
employee  benefit  plans,  and  the  policies  and  practices  of,  the Company,
determined in accordance with the applicable terms and provisions of such plans,
policies  and  practices, in each case, as accrued to the date of termination of
employment.  Employee  hereby acknowledges that the Company may desire to obtain
key-man  life  insurance  on  him. In such event, Employee shall take all action
requested  by  the  Company,  including submitting to a physical examination, to
facilitate  the  Company  obtaining  such  policy.

     4.     Termination  of  Employment
            ---------------------------
..
      4.1.     Events  of  Termination.  Employee's  employment  hereunder shall
terminate prior to the expiration of the term set forth in Section 2 hereof upon
the  occurrence  of  any  one  or  more  of  the  following  events:

     (a)     Death.  In  the  event  of  Employee's death, Employee's employment
shall  terminate  on  the  date  of  death.

     (b)     Termination  By  the  Company  for  Cause.  The Company may, at its
option, terminate Employee's employment for Cause (as defined below) upon giving
written notice of termination to Employee. Employee's employment shall terminate
on  the  date  on which such notice shall be given. For purposes hereof, "Cause"
                                                                          -----
shall  mean  Employee's  (i)  conviction  of  or  guilty  plea to a felony, (ii)
commission  of fraudulent, illegal or dishonest acts, as determined by the Board
of  Directors of the Company, (iii) willful misconduct or gross negligence which
reasonably  could  be  expected  to  be  materially injurious to the business or
operations  of the Company (monetarily or otherwise) or (iv) material failure to
perform  his  duties  under this Agreement, or any other material breach of this
Agreement, as reasonably determined by the Board of Directors of the Company and
Employee fails to cure such failure to perform or such breach within thirty (30)
days  following  receipt  of  written  notice of such failure to perform or such
breach.

     (c)     Termination  By  the Company Without Cause. The Company may, at its
option,  terminate  Employee's employment for any reason whatsoever by giving at
least  thirty  (30)  days  prior  written  notice  of  termination  to Employee.

     (d)     Termination  By  Employee.  Employee  may  terminate  Employee's
employment  for  any reason whatsoever by giving at least thirty (30) days prior
written  notice  of  termination  to  the  Company.

     (e)     Disability.  In  the  event  of  Employee's  Disability (as defined
below),  the  Company will have the option to terminate Employee's employment by
giving  a  written  notice  of

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 termination  to  Employee.  Such  notice shall specify the date of termination,
which  date  shall  not  be  earlier  than thirty (30) days after such notice is
given.  For  purposes  of  this  Agreement,  "DISABILITY" means the inability of
Employee  to  substantially  perform  his  duties  hereunder  for  ninety  (90)
consecutive  days  or  one  hundred  eighty  (180)  days  out  of  three hundred
sixty-five  (365)  days  as  a  result  of  a physical or mental illness, all as
determined  in  good  faith  by  the Board of Directors of the Company following
consultation  with  medical  or  mental  health experts selected by the Board of
Directors  of  the  Company.

     (f)     Termination  By  Employee  for  Good  Reason.  Employee may, at his
option,  terminate  Employee's  employment  upon  giving  written  notice  of
termination  to the Company in the event that (i) the Company commits a material
breach  of  the  terms  of  this  Agreement and fails to cure such breach within
thirty  (30)  days  following  receipt of written notice of such breach, or (ii)
Employee's  Base  Salary, title, duties, authority, or responsibilities (as such
duties,  authority,  and  responsibilities have been established by the Board of
Directors  of  the  Company)  are  substantially  reduced.

     4.2.     Company's  Obligations Upon Termination. Following the termination
of  Employee's  employment  under the circumstances described below, the Company
shall  pay  to Employee (or in the event of Employee's death, as directed by the
executor  of  Employee's  estate  the  following  compensation  and  provide the
following  benefits,  and in the case of Section 4.2(a) in full satisfaction and
final  settlement  of  any  and  all claims and demands that Employee now has or
hereafter  may  have  against  the  Company  (other  than any claims and demands
pursuant  to the provisions of the Option Agreement or any other Incentive Stock
Option  Agreement  or  Nonqualified  Stock  Option  Agreement to be entered into
between  the Company and Employee or the Nonqualified Stock Option Agreement and
Stock  Purchase Warrant issued by the Company to Employee in connection with the
acquisition  by  the  Company  of  Digital  Interiors  (the  "Digital  Interiors
Agreements"),  the  full  satisfaction  and final settlement of which claims and
demands  shall  be  controlled  by  the Option Agreement or such other Incentive
Stock  Option  Agreement  or  Nonqualified  Stock  Option  Agreement):

     (a)     Termination  Without  Cause  By  the Company or with Good Reason by
Employee.  In  the  event  that Employee's employment shall be terminated by the
Company  pursuant  to Section 4.1(c) hereof:, or by Employee pursuant to Section
4.1(f)  hereof,  the  Company  shall pay Employee (a) all Base Salary earned but
unpaid  through  the  date of termination, in accordance with the Company's then
existing  payroll  practices.  Base  Salary  shall  be  paid  with  the  payroll
immediately  after  the  termination  of Employee's employment and (b) any Bonus
earned on or prior to i (late of termination, but not yet paid, which such Bonus
shall  be  paid with the payroll immediately alter the termination of Employee's
employment  and  (c) Base Salary and existing benefits for t period covering the
remaining term of the Agreement, or for one year, whichever is greater, from the
date  of  termination.  n addition, (i) the Company shall reimburse Employee for
any  expense  incurred  through  the date of such termination in accordance with
Section  3.2  hereof,  (ii)  the  Company  shall provide Employee with executive
outplacement  services  reasonably acceptable to Employee, au (iii) with respect
to  a  termination  by  the  Company without Cause pursuant to Section  (c) or a
termination  by Employee pursuant to Section 4.1(f) hereof; all stock options of
the  Company  then  issued to Employee (the "Options") shall become fully vested
and  exercisable  as  of  the  date of such termination and shall continue to be
exercisable  for  a period of three (3) years after the date of such termination
with  respect to all shares of the Company's Common Stock subject to the Option.

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(b)     By the Company for Cause.  In the event that Employee's employment shall
be  terminated  by  the  Company  for  Cause  pursuant to Section 4.1(b) hereof,
Employee  shall  be  entitled to no further compensation or other benefits under
this  Agreement  other  than  any  Base Salary and Bonus earned by him up to and
including the effective date of such termination, but not yet paid. In addition,
the  Company shall reimburse Employee for any expenses incurred through the date
of  such  termination  in  accordance  with  Section  3.2  hereof.

     (c)     Termination  upon  Expiration  of  the  Employment  Term.  Upon
expiration  of  the  term  of  this  Agreement, Employee shall be entitled to no
further  compensation  or  other  benefits  under this Agreement other than that
portion  of  any  unpaid Base Salary earned, but unpaid, through the end of such
term  and Bonus earned on or prior to the end of such term, but not yet paid. In
addition, the Company shall reimburse Employee for any expenses incurred through
the  date  of  such  termination  in  accordance  with  Section  3.2  hereof.

     (d)     Termination  by  Employee.  In the Event that Employee's employment
shall be terminated by the Employee pursuant to Section 4.1 (d) hereof, Employee
shall  be  entitled  to  no  further  compensation  or other benefits under this
Agreement  other than that portion of any unpaid Base Salary earned, but unpaid,
through  the  end of such termination and Bonus earned on or prior to the end of
such  termination,  but  not  yet paid. In addition, the Company shall reimburse
Employee  for  any  expenses  incurred  through  the date of such termination in
accordance  with  Section  3.2  hereof Also, any Options that shall become fully
vested  through the end of such termination shall continue to be exercisable for
a  period  of three (3) years after the date of such termination with respect to
all  shares  of  Common  Stock  subject  to  the  Options.

     (e)     Termination  Due  to  Death  or  Disability.  in  the  event  that
Employee's  employment  shall  be  terminated by the Company pursuant to Section
4.1(a)  or 4.1(e) hereof; (i) the Company shall pay Employee all Base Salary and
Bonus  earned,  but unpaid, through the date of termination, and shall reimburse
Employees  for  any  expenses  incurred  through  the  date  of  termination  in
accordance  with  Section  3.2  hereof  and  (ii) the Options shall become fully
vested  and exercisable as of the date of such termination and shall continue to
be  exercisable  for  a  period  of  three  (3)  years  after  the  date of such
termination  with  respect to all shares of Common Stock subject to the Options.

      4.3.     Nature  of  Payments.  All  amounts  to be paid by the Company to
Employee  pursuant to this Section 4 (other than Base Salary or reimbursement of
expenses  or amounts paid pursuant to Section 4.2(e)) shall be considered by the
parties  to  be  severance  payments.  In  the event that such payments shall be
treated  as damages, it is expressly acknowledged by the parties that damages to
Employee  for  termination of employment would be difficult to ascertain and the
above  amounts  are  reasonable  estimates  thereof  and  are  not  a  penalty.

     5.     Non-Interference; Noncompetition.  During the term of this Agreement
and  for  a  period  of  twenty four (24) months thereafter, Employee shall not:

     (a)     interfere  with  any  of  the  Company's  or  Digital  Interiors'
relationships  with,  or  endeavor  to employ or entice away from the Company or
Digital  Interiors,  any  person  who  at

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any  time on or after the date hereof, is or shall be an employee of the Company
or Digital Interiors or interfere with or seek to alter the Company's or Digital
Interiors'  relationship  with,  divert any supplier, licensee or distributor of
the  Company  or  Digital  Interiors;  or

     (b)     directly  or  indirectly, engage in or facilitate or support others
to  engage  in  the production, sale or distribution of any products or services
competitive  to  the  business  of the Company or Digital Interiors in which the
Company or Digital Interiors or any successor thereof (only to the extent of the
products  and  services of the Company or Digital Interiors immediately prior to
the  successor  succeeding  to  the Company's or Digital Interiors' business) is
then  actively engaged or any successor thereof anywhere in the United States or
any  other  country  in  which  Company  or  Digital  Interiors is then actively
conducting  its  business  or,  directly  or  indirectly,  solicit or attempt to
solicit for business in a manner which could reasonably be expected to result in
a detriment to the Company or Digital Interiors, in competition with the Company
or  Digital  Interiors  or  any  successor  thereof,  any  suppliers, clients or
customers  with  whom  the Company or Digital Interiors or any successor thereof
shall  have  done  business;  or

     (c)     seek  or obtain employment with or provide services to any customer
or  client  of  the  Company  or Digital Interiors with whom Employee interacted
during  the Term of this Agreement which employment or services could reasonably
be  expected  to  result  in  a  detriment  to the Company or Digital Interiors.

     6.     Property  Rights.  With  respect  to  information,  inventions  and
discoveries  developed,  made  or conceived of by Employee, either alone or with
others,  at  any  time  during  his employment by the Company and whether or not
within  working  hours, arising out of such employment or pertinent to any field
of business or research in which, during such employment, the Company is engaged
or  (if  such is known to or ascertainable by Employee) is considering engaging,
Employee  agrees:

     (a)     that  all  such information, inventions and discoveries, whether or
not  patented  or  patentable, shall be and remain the exclusive property of the
Company;

     (b)     to disclose promptly to an authorized representative of the Company
all  such  information,  inventions  and  discoveries  and  all  information  in
Employee's  possession  as  to  possible  applications  and  uses  thereof;

     (c)     not  to  file any patent application relating to any such invention
or  discovery  except with the prior written consent of an authorized officer of
the  Company;

     (d)     that  Employee  hereby  waives  and  releases  any  and  all rights
Employee  may  have  in and to such information, inventions and discoveries, and
hereby  assigns  to  the

Company and/or its nominees all of Employee's right, title and interest in them,
and  all Employee's right, title and interest in any patent, patent application,
copyright  or  other  property  right based thereon. Employee hereby irrevocably
designates and appoints the Company and each of its duly authorized officers and
agents  as  his  agent  and attorney-in-fact to act for him and m his behalf and
stead  to  execute  and file any document and to do all other lawfully permitted
acts  to  further  the prosecution, issuance and enforcement of any such patent,
patent  application,

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copyright  or other property right with the same force and effect as if executed
and  delivered  by  Employee;  and

     (e)     at  the request of the Company, and without expense to Employee, to
execute  such  documents  and  perform  such  other  acts  as  the Company deems
necessary  or  appropriate, for the Company to obtain patents on such inventions
in  a  jurisdiction or jurisdictions designated by the Company, and to assign to
the  Company or its designee such inventions and any and all patent applications
and  patents  relating  thereto.

     7.     Confidentiality.  With  respect  to  the information, inventions and
discoveries  referred to in Section 6 hereof, and also with respect to all other
information,  whatever  its  nature  and  form  and  whether obtained orally, by
observation,  from  graphic  materials or otherwise (except such as is generally
available  through  publication),  obtained by Employee during or as a result of
his  employment  by  the  Company  and  i-elating to any invention, improvement,
enhancement,  product,  know-how, formula, software, process, apparatus, design,
concept  or  other  creation,  or  to  any  use of any of them, or to materials,
tolerances,  specifications, costs (including, without limitation, manufacturing
costs),  prices,  or to any plans of the Company or Digital Interiors, or to any
other  trade  secret  or  proprietary  information  of  the  Company  or Digital
Interiors,  Employee  agrees:

     (a)     to hold all such information, inventions and discoveries which have
not otherwise become public knowledge in strict confidence and not to publish or
otherwise  disclose  any  thereof to any person or entity other than the Company
except with the prior written consent of an authorized officer of the Company or
as  may  be  required  by  law;

     (b)     to  take  all  reasonable  precautions  to  assure  that  all  such
information,  inventions  and  discoveries are properly protected from access by
unauthorized  persons;

     (c)     to  make  no  use  of  nor exploit in any way any such information,
invention  or  discovery except as required in the performance of his employment
duties  for  the  Company;  and

     (d)     upon  termination  of his employment by the Company, or at any time
upon  request  of  the  Company,  to deliver to it all graphic materials and all
substances,  models, software, prototypes and the like containing or relating to
any such information, invention or discovery, all of which graphic materials and
other  things  shall  be  and  remain  the  exclusive  property  of the Company.

For  purposes  of this Agreement, the term 'graphic materials" includes, without
limitation,  letters,  memoranda,  reports,  notes, notebooks. books of account,
drawings,  prints,  specifications,  formulae,  software,  data  print-outs,
microfilms,  magnetic  tapes  and  disks  and  other  documents  and recordings,
together  with  all  copies,  excerpts  and  summaries  thereof.

     8.     No  Conflicts.  Employee agrees and acknowledges that his employment
by the Company and compliance with this Agreement do not and will not breach any
agreement  made  by  Employee  to keep in confidence information acquired by him
prior  to  or  outside  of his employment with the Company. Employee will comply
with  any  and all valid obligations which he may now have to prior employers or
to  others  relating  to  confidential  information,  inventions

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 or  discoveries  which  are the property of those prior employers or others, as
the  case  may be. Employee has supplied or shall promptly supply to the Company
upon  its  request  a  copy  of  each  written  agreement setting forth any such
obligation.  Employee hereby agrees and acknowledges that he has not brought and
will  not bring with him for use in the performance of his duties at the Company
any  materials, documents or information of a former employer or any third party
that  are  not  generally available to the public, unless he has express written
authorization  from  the  owner  thereof  for  possession  and  use  or Employee
otherwise  has  undisputed  proprietary  rights  to  such material, documents or
information.  Employee  hereby  agrees  not  to serve on any board of directors,
advisory  board  or similar board without the prior written consent of the Board
of  Directors  of  the  Company.

     9.     Specific  Performance.  Without  intending  to  limit  the  remedies
available  to  the  Company,  Employee  agrees  that  damages at law would be an
inadequate remedy to the Company in the event that he shall breach or attempt to
breach  any of the provisions of Sections 5, 6, or 7 hereof and that the Company
may  apply  for  and,  without  the  posting of any bond or other security, have
injunctive  relief in any court of competent jurisdiction to restrain the breach
or  threatened  breach  of,  or  otherwise  to  enforce specifically, any of the
covenants  contained  in  such  Sections.  Such  injunctive relief in such court
shall be available to the Company in lieu of any arbitration proceeding pursuant
to  Section  12  hereof.

     10.     Survival.  The  provisions  of  Sections  3, 4, 5, 6, 7, 8, 9, 111,
12.1 and 12.4 shall, subject to any express provisions of such Sections, survive
any  termination  of this Agreement. Employee's obligations under Sections 5, 6,
and  7  hereof  shall  remain  in effect throughout Employee's employment by the
Company  and,  subject  to  the express provisions of such Sections, thereafter,
unaffected  by  any  transfer  to  a subsidiary or affiliate of the Company, and
without  regard  to  the  reason  for  termination  of  Employee's  employment.

     11.     Arbitration.  Any  controversy or claim based on, arising out of or
relating  to  the  interpretation  and  performance  of  this  Agreement  or any
termination  hereof shall be solely and finally settled by arbitration under the
rules  of  the  American  Arbitration  Association,  and  judgment  on the award
rendered  in  the  arbitration  may  be entered in any court having jurisdiction
thereof. Any such arbitration shall be in Wake County, North Carolina, and shall
be  submitted  to  a  single  arbitrator  appointed by the mutual consent of the
parties  or,  in the absence of such consent, by application of any party to the
American  Arbitration  Association.  A decision of the arbitrator shall be final
and  binding  upon  the  parties,  and  the  arbitrator  shall  be authorized to
apportion  fees  and  expenses  (including  counsel  fees  and  expenses) as the
arbitrator shall deem appropriate. In the absence of any such apportionment, the
fees  and  expense  of  the arbitrator shall be borne equally by each party, and
each  party  will  bear  the  fees and expenses of its own attorney. The Company
shall  reimburse  Employee for all reasonable travel, lodging, and meal expenses
incurred by Employee in connection with any such Arbitration. Such reimbursement
shall  be  made  within  10  business  days  of  Employee  submitting reasonable
documentation  of  such  expenses.  The  parties agree that this clause has been
included  to  rapidly  and  inexpensively resolve any disputes between them with
respect to this Agreement and that this clause shall be grounds for dismissal of
any court action commenced by either party with respect to this Agreement, other
than  (i)  post-arbitration  actions seeking to enforce an arbitration award and
(ii)  actions  seeking  appropriate  equitable  or injunctive relief pursuant to
Section  9  hereof

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12.     Miscellaneous.
        -------------
     12.1.     Governing Law.  This Agreement shall be governed by and construed
in  accordance  with the laws of the State of North Carolina that are applicable
to  agreements entered into between residents of the State of North Carolina and
that  are  to be performed entirely with the State of North Carolina and without
regard  to  principles  of  conflict  of  laws.

     12.2.     Entire  Agreement;  Amendment.  As of the Effective Date, Digital
interiors  and  Employee  hereby  terminate  in  all  respects  the  Employment
Agreement,  dated as of January 25, 2001, between Digital Interiors and Employee
(the  "Digital  Interiors  Employment Agreement"). This Agreement and the Option
Agreement  (together  with  any  other  Incentive  Stock  Option  Agreement  or
Nonqualified  Stock  Option Agreement to be entered into between the Company and
Employee)  contains the complete understanding and agreement between the parties
hereto  with  respect  to  the  subject  matter hereof, and supersedes all prior
understandings  and  agreements,  written  or  oral,  between the parties hereto
relating to the subject matter hereof, including without limitation, the Digital
Interiors  Employment  Agreement.  This  Agreement  shall  have no effect on the
Digital  Interiors  Agreements  or  the  Employee's  rights  thereunder  or  the
Agreement  and  Plan  of  Merger  and Reorganization, dated October 24, 2000, as
amended,  by and among the Company, DI Acquisition, Inc., Digital Interiors, and
the  Stockholders'  Agent  named  therein  or  Employees  rights  thereunder.

     12.3.     Assignment.  This  Agreement  and  the  rights  and  obligations
hereunder,  shall not be assignable or delegable by any party hereto without the
prior  written  consent of the other party, except with respect to an assignment
by  the  Company  to  any  affiliate  of  the Company or pursuant to a merger or
consolidation  involving  the  Company  or  pursuant  to  the  sale  of  all  or
substantially  all  of  the  assets  of  the  Company.

     12.4.     Severability.  In the event that any provision or portion of this
Agreement  shall be determined to be invalid or unenforceable for any reason, in
whole  or  in  part,  (the  remaining  provisions  of  this  Agreement  shall be
unaffected  thereby  and  shall  remain  in full force and effect to the fullest
extent  permitted  by  law and (any such invalidity or unenforceability shall be
deemed  replaced  by  a  term  or  provision determined by the parties as coming
closest  to  expressing  the  intention  of the invalid or unenforceable term or
provision.

     12.5.     Notice.  Any notice to be given hereunder shall be in writing and
either  delivered  in  person,  by facsimile, by nationally recognized overnight
courier,  or  by  registered  or  certified  first  class mail, postage prepaid,
addressed  (a)  if  to  the Company at 1015 Aviation Parkway, Morrisville, North
Carolina 27560, and (b) if to Employee at the address set forth on the signature
page  hereof.  Notices  delivered  personally shall be deemed given as of actual
receipt;  notices  sent  via  f  transmission  shall  be  deemed given as of one
business  day  following  sender's  receipt  from  sender's facsimile machine of
written  confirmation of transmission thereof, notices sent by overnight courier
shall  be  deemed  given  as  of one business day following sending; and notices
mailed  shall be deemed given as of five business days after proper mailing. Any
party  may change its address in a notice given to the other party in accordance
with  this  Section  12.5.

                                       10
<PAGE>

12.6.     Successors  and  Assigns.  This  Agreement  shall  be binding upon and
inure  to  the  benefit  of the parties hereto and their respective heirs, legal
representatives,  successors  (including,  without  limitation, any successor by
merger  or  sale  of  all  or  substantially  all assets) and permitted assigns.

     12.7.     Further  Assurances.  Employee  shall  execute  and  deliver  all
instruments  and  other documents which are mutually and reasonably agreed to by
Employee  and  the Company to be necessary or appropriate to carry out the terms
of  this  Agreement. The Company shall pay or reimburse any expenses incurred by
Employee  in  connection  with  Employee's  obligations under this Section 12.7.

     12.8.     Headings.  The  Section  headings  in  this  Agreement  are  for
convenience  of  reference  only  and  shall  not  affect  its  interpretation.

     12.9.     Counterparts.  This  Agreement  may  be  executed  in two or more
counterparts,  each  of which shall be deemed an original, but all of which when
together  shall  constitute  one  and  the  same  agreement.

          IN  WITNESS  WHEREOF,  this Employment Agreement has been executed and
delivered  by  the  parties  hereto  as  of  the  date  first  above  written.

                              EMPLOYER:

                              HOME  DIRECTOR,  INC.

                              By:_________________________________________
                                   Marshall  C.  Phelps,  Jr.
                                   Chairman

                              EMPLOYEE:

                              By:_________________________________________
                                   Donald  B.  Witmer

                                   Address:  2006  Margot  Place
                                            San  Jose,  CA  95125

     Digital  Interiors  hereby  joins  this  Agreement  for  the  purposes  of
terminating  the Digital Interiors Employment Agreement pursuant to Section 12.2
of  this  Agreement.

                              DIGITAL  INTERIORS,  INC.


                              By:________________________________________
                                   Steven  L.  Carnevale
                                   Secretary  &  Treasurer


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