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                                                                    EXHIBIT 10.6

EMPLOYMENT AGREEMENT

     This  EMPLOYMENT  AGREEMENT,  made and  entered  into as of the 21st day of
November  2002,  by  and  between  Dtomi,  Inc.,  a  Nevada,   corporation  (the
"Corporation"),  and Mr. John  Thatch,  an  individual  residing in  Clearwater,
Florida (the "Executive").

WITNESSETH THAT:

     WHEREAS,  the  Corporation  desires to employ the Executive in the capacity
hereinafter  stated,  and the Executive  desires to enter into the employ of the
Corporation  in such capacity for the period and on the terms and conditions set
forth herein;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth  below,  it is hereby  covenanted  and agreed by the  Corporation  and the
Executive as follows:

     1. Employment Period. The Corporation hereby agrees to employ the Executive
as its  President  and  Chief  Executive  Officer  and  the  Executive,  in such
capacities,  agrees  to  provide  services  to the  Corporation  for the  period
beginning on the date first above written  November 21, 2002 (the  "Commencement
Date") and ending on the third  anniversary of the Commencement  Date,  November
20, 2005 (the "Employment Period").

     2.  Performance of Duties.  The Executive agrees that during the Employment
Period,  while he is  employed  by the  Corporation,  he shall  devote  his best
efforts,  energies and talents to serving in the  capacities  of  President  and
Chief  Executive  Officer  of the  Corporation  in  the  best  interests  of the
Corporation, and to perform the duties assigned to him by the Board of Directors
faithfully,  efficiently  and  in  a  professional  manner;  provided  that  the
Executive  shall not,  without his  consent,  be  assigned  duties that would be
inconsistent  with those of the  President  and Chief  Executive  Officer of the
Corporation.  It is understood and hereby  acknowledged  that Executive is holds
other executive positions in both public and private companies.

     3.  Compensation.  Subject to the terms and  conditions of this  Agreement,
during the Employment Period, the Corporation shall compensate the Executive for
his services as follows:

          (a)  Executive  shall  receive,  for each  twelve  (12)  month  period
beginning  on the  Commencement  Date and each  anniversary  thereof,  a rate of
salary that is not less than One Hundred and Twenty Thousand Dollars  ($120,000)
per year, payable in substantially equal monthly or more frequent  installments.
The Corporation  shall also provide an additional Ten Thousand Dollars ($10,000)
yearly  for  executive  accountable  expenses,   payable  at  least  monthly  to
Executive.  During the Employment  Period the  Executive's  salary rate shall be
reviewed  by the  Board  of  Directors  on or  before  each  anniversary  of the
Commencement  Date to determine  whether an increase in his rate of compensation
is  appropriate.  Executive  agrees  however for the first twelve (12) months of
employment  to  accept  the rate of  salary  of  Seventy-Five  Thousand  Dollars
($75,000)  that  will be  reviewed  quarterly  for an  increase  by the Board of
Directors.

          (b)  Executive  shall  receive  an  option  to  acquire,   as  of  the
Commencement Date, One Million,  Eight Hundred Thirty-One Thousand Seven Hundred
Ninety-Eight (1,831,798) shares of the Corporation's common stock at an exercise
price  of one half of one cent  ($0.005),  plus  stock  options  which  shall be
determined by the Board of Directors.  The one half of one cent ($0.005) options
shall be effective immediately and shall be registered immediately.  The options
must be exercised by November 20, 2007, or the duration to exercise said options
may be extended  beyond  November 20, 2007,  if both  Corporation  and Executive
agree to amend this Agreement pursuant Section 11 of this Agreement.

          (c)  Executive  shall be  eligible to receive  incentive  compensation
payments,  which,  in the  aggregate,  are not less  than the  highest  salaried
payments  provided  to any  other  senior  executives  of the  Corporation.  The
Corporation intends to establish an incentive  compensation  program pursuant to
which such  incentive  payments  shall be paid to the Executive and, at the time
such program is established, payments there under shall be made to the Executive
as if


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such program was in effect as of the Commencement  Date based on the Executive's
performance or other relevant factors from the Commencement Date.

          (d)  Executive  shall  be a  participant  in the  following  executive
benefit plans maintained by the Corporation on substantially  the same terms and
conditions as other senior executives of the Corporation:  group life insurance,
group medical,  long-term  disability,  thrift,  pension,  vacation,  sick days,
educational assistance, vehicle allowance,  attendance awards and annual medical
physical.

          (e) Executive  shall be entitled to receive the following  perquisites
which shall not be less favorable to the Executive than the perquisites provided
by the Corporation immediately prior to the Employment Period:  reimbursement of
family  medical   insurance  of  Six  Hundred   Dollars   ($600.00)  per  month,
reimbursement of vehicle  allowance of Five Hundred Dollars  ($500.00) per month
and  reimbursement  of One Hundred Dollars  ($100.00) a month for cellular phone
expense. Executive acknowledges that company does not have a health benefit plan
at the  current  time,  and will only be  entitled  to the Six  Hundred  Dollars
($600.00)  per  month  reimbursement  if  he is  left  without  health  benefits
elsewhere.

          (f) Executive  shall be  reimbursed by the Company for all  reasonable
business, promotional, travel and entertainment expenses incurred or paid by him
during the  employment  period in the  performance  of his  services  under this
Agreement  provided  that the  Executive  furnishes  to the Company  appropriate
documentation  in a timely  fashion  required by the  Internal  Revenue  Code in
connection  with such  expenses and shall furnish such other  documentation  and
accounting as the Company may from time to time reasonably request.

          (g) It is  acknowledged  that the  Corporation  intends  to utilize an
employee leasing or payroll company. This employment agreement shall survive any
and  all  termination  of any  employee  leasing  and/or  payroll  company  that
Corporation  engages now or in the future.  The Executive  shall not give up any
rights  or  entitlements   under  any  such  employee   leasing  and/or  payroll
agreements.

     4.  Compensation Due Upon Termination.  Except as otherwise  provided under
the executive benefit plans maintained by the Corporation in which the Executive
participates in accordance  with  subparagraph  3(d), the  Executive's  right to
compensation  for periods  after the date his  employment  with the  Corporation
terminates shall be determined in accordance with the following:

          (a) Discharge  Without Cause. In the event the Corporation  terminates
the Executive's  employment  under this Agreement  without cause,  the Executive
shall be entitled to receive:

               (i) all payment of his salary (as of the date of  termination) in
accordance  with the  provisions of  subparagraph  3(a) for the remainder of the
Employment Period; and

               (ii)  payment  of  any  incentive   compensation   payments  that
otherwise  would have been  payable to the  Executive  under  subparagraph  3(c)
through the date his employment with the Corporation terminates.

          (b) Voluntary Resignation. The Corporation shall have no obligation to
make payments to the Executive in accordance  with the provisions of paragraph 3
for  periods  after  the  date on  which  the  Executive's  employment  with the
Corporation terminates due to the Executive's voluntary resignation.

          (c) Discharge for Cause.  The Corporation  shall have no obligation to
make payments to the Executive in accordance  with the provisions of paragraph 3
for periods after the Executive's  employment with the Corporation is terminated
on account of the Executive's  discharge for cause. For purposes of this Section
4, the Executive shall be considered  discharged for "cause" if he is discharged
by the  Corporation on account of the occurrence of one or more of the following
events:

     o    the Executive becomes habitually addicted to drugs or alcohol;

     o    the  Executive  discloses  confidential  information  in  violation of
          paragraph 5;


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     o    the Corporation is directed by regulatory or governmental  authorities
          to terminate the employment of the Executive.

     o    the Executive  flagrantly  disregards  his duties under this Agreement
          after  (A)  notice  has been  given to the  Executive  by the Board of
          Directors  of the  Corporation  that  it  views  the  Executive  to be
          flagrantly  disregarding  his duties under this  Agreement and (B) the
          Executive  has been given a period of ten (10) days after such  notice
          to cure such  misconduct  (provided that no such notice or cure period
          shall  be  required  if  Executive's   disregard  of  his  duties  has
          materially and adversely affected the Corporation);

     o    the  Executive  commits an act of fraud  against  the  Corporation  or
          violates a duty of loyalty to the Corporation or violates paragraph 2.

          (d)  Disability.  The  Corporation  shall have no  obligation  to make
payments to the Executive in accordance  with the  provisions of paragraph 3 for
periods  after  the  date  the  Executive's   employment  with  the  Corporation
terminates on account of  disability.  For purposes of this  subparagraph  4(d),
determination  of whether the  Executive  is  disabled  shall be  determined  in
accordance with the Corporation's  long term disability plan and applicable law,
except payments due and owing as of such date.

     5. Confidential Information.  Except as may be required by the lawful order
of a court or agency of competent  jurisdiction,  the  Executive  agrees to keep
secret and confidential  indefinitely all non-public  information concerning the
Corporation  and  its  affiliates  that  was  acquired  by or  disclosed  to the
Executive  during the course of his employment by the  Corporation or any of its
affiliates,  including  information  relating to customers  (including,  without
limitation,   credit  history,  repayment  history,  financial  information  and
financial statements), costs, and operations,  financial data and plans, whether
past,  current or planned  and not to  disclose  the same,  either  directly  or
indirectly,  to any other person,  firm or business entity,  or to use it in any
way; provided,  however, that the provisions of this paragraph 5 shall not apply
to  information  that is in the  public  domain  or that  was  disclosed  to the
Executive by  independent  third  parties who were not bound by an obligation of
confidentiality.  The  Executive  further  agrees  that he  shall  not  make any
statement or disclosure  that (a) would be  prohibited by applicable  federal or
state laws or (b) is  intended or  reasonably  likely to be  detrimental  to the
Corporation or any of its subsidiaries or affiliates.

     6. Successors. This Agreement shall be binding on, and inure to the benefit
of, the  Corporation  and its successors  and assigns and any person  acquiring,
whether  by  merger,  consolidation,  purchase  of assets or  otherwise,  all or
substantially all of the Corporation's assets and business.

     7.  Nonalienation.  The interests of the Executive under this Agreement are
not subject to the claims of his creditors, other than the Corporation,  and may
not otherwise be voluntarily or involuntarily assigned,  alienated or encumbered
except to the Executive's estate upon his death.

     8.  Remedies.  The Executive  acknowledges  that the  Corporation  would be
irreparably  injured  by a  violation  of  paragraphs  5,  and  agrees  that the
Corporation  shall be entitled to an injunction  restraining  the Executive from
any actual or  threatened  breach of  paragraph  5, or to any other  appropriate
equitable remedy without bond or other security being required.

     9. Waiver of Breach.  The waiver by either the Corporation or the Executive
of a breach of any provision of this Agreement shall not operate as or be deemed
a waiver of any subsequent breach by either the Corporation or the Executive.

     10. Notice.  Any notice to be given hereunder by a party hereto shall be in
writing and shall be deemed to have been given when received or, when  deposited
in the U.S. mail, certified or registered mail, postage prepaid:

          (e) to the Executive addressed as follows:

              Mr. John Thatch
              P.O. Box 8337
              Clearwater, Florida 33758


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          (f) to the Corporation addressed as follows:

              Dtomi, Inc.
              200 9th Avenue North
              Safety Harbor, Florida 34695

     11.  Amendment.  This  Agreement  may be  amended  or  cancelled  by mutual
agreement of the parties in writing  without the consent of any other person and
no person,  other than the parties thereto (and the Executive's  estate upon his
death), shall have any rights under or interest in this Agreement or the subject
matter hereof.

     12.  Applicable Law. The provisions of this Agreement shall be construed in
accordance with the internal laws of the State of Florida.

     13.  Termination.  All of the provisions of this Agreement  shall terminate
after the expiration of the Employment Period.

     IN WITNESS  WHEREOF,  the Executive and the Corporation  have executed this
employment agreement as of the day and year first above written.

Corporation:                                   DTOMI, INC.,

                                               By:  /s/David Otto
                                               ---------------------------------
                                               Name:  David M. Otto
                                               Title:  Director

Executive:                                         /s/ John Thatch
                                               ---------------------------------
                                               John Thatch


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