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                                                                   EXHIBIT  10.4

                              EMPLOYMENT AGREEMENT

     EMPLOYMENT  AGREEMENT (this "Agreement"), dated as of January 17, 2002 (the
"Effective  Date"),  between  Home  Director,  Inc., a Delaware corporation (the
"Company"),  and  Bob  Wise  ("Employee").

     WHEREAS,  the Company desires to employ Employee as its President and Chief
Operating  Officer  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  Operating  Officer  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.

      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  Chief  Executive  Officer.

     2.     Term  of  Employment.  The  term of this Agreement shall commence on
the  Effective  Date  and shall continue through December 31, 2004 (the "INITIAL
TERM").  Thereafter  and  unless this Agreement is terminated in accordance with
the  provisions  set forth in Section 4 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 $240,000 or at such increased rate as the Chief Executive Officer
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 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.  The  Company shall pay for, or reimburse Employee for,
all  other  reasonable  out-of-pocket  expenses  incurred  by  him in performing

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services under this Agreement. 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. In addition the company will pay for a leased vehicle
or  if it can not obtain a lease will pay a car allowance not to exceed $650 per
month.  The  employee  will  participate  in  the  executive healthcare program.

      3.3.     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 TBD shares of the Common Stock of the
Company  in  accordance  with  the  terms  and  conditions  thereof.  The Option
Agreement  shall  provide  that  options  shall  vest quarterly over three years
beginning  on  the  Effective  Date  (date  to  be employees hire date), have an
exercise price of TBD per share, and vesting on 100 per-cent of all options will
accelerate  upon  a  Change In Control (excluding the first reverse merger) Also
the  Company  shall grant the Employee an option to purchase up to TBD shares of
the  Common Stock of the Company that vests quarterly over three years after the
Company  becomes  profitable.

      3.4.     Vacation.  Employee  shall be entitled to three 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.

      3.5.     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.

      3.6.     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:

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     (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 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  days  (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 (as such duties, authority, and
responsibilities  have  been  established  by the Chief Executive Officer of the
Company)  are substantially reduced, or the Company moves corporate Headquarters
more  than  50  miles  that  is  not  an  agreed  upon  location  by  employee.

      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

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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 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 By Employee With Good
Reason.  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 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  and (b) any Bonus earned on or prior to the date of
termination,  but  not yet paid, which such Bonus shall be paid with the payroll
immediately  after  the termination of Employee's employment and (c) Base Salary
and  existing benefits for a period covering the remaining term of the agreement
or one year, whichever is greater from the date of termination. In addition, (i)
the  Company shall reimburse Employee for any expenses 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, and (iii) with respect to a termination by the Company
without  Cause  pursuant  to  Section  4.1(c)  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 365 days after the date of such termination with
respect  to  all  shares  of  the  Company's Common Stock subject to the Option.

     (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  12  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  the  Employee.  In the Event that Employee's employment
shall  be terminated by the Company for Cause 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 our 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

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     (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
Employee 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) months after the date of such termination
with  respect  to  all  shares  of  Common  Stock  subject  to  the  Options.

     5.     Non-Interference; Noncompetition.  During the term of this Agreement
and  for  a  period  of  twelve  (12)  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 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;

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     (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  in 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, 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  relating  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

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     (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 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, 11, 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

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rendered  in  the  arbitration  may  be entered in any court having jurisdiction
thereof  Any  such  arbitration  shall be in Santa Clara County, California, 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

     12.     Miscellaneous.

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

      12.2.     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.

      12.3.     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.

      12.4.     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 7132 Santa Teresa Blvd., San Jose, California
95139,  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 facsimile 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.

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      12.5.     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.

      12.6.     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.

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

      12.8.     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:________________________________
                                   Don  Witmer
                                   Chairman



                              EMPLOYEE:



                              By:_______________________________
                                   Bob  Wise



                              Address:  5655  Silver  Creek  Valley  Rd  #2O6
                                  San  Jose,  CA  95138

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