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                              EMPLOYMENT AGREEMENT
                            BETWEEN R-TEC CORPORATION
                                AND GARY CLAYTON


     This Employment  Agreement (the  "Agreement") is made effective the 3rd day
of November, 1999, by and between R-Tec Corporation,  an Idaho corporation duly,
with its  principal  place  of  business  located  at 1471 E.  Commercial  Ave.,
Meridian,  Ada County,  Idaho,  referred to in this Agreement as "Employer," and
Gary A. Clayton, of Boise, Ada County,  Idaho,  referred to in this Agreement as
"Employee."

1.   Recitals

     WHEREAS, Employer desires to employ Employee under the terms and conditions
hereof.;
     WHEREAS,  Employee  desires to be employed by Employer  under the terms and
conditions hereof;

     WHEREAS,  the parties agree and  recognize  that the nature of the business
conducted by Employer is highly competitive and one in which immeasurable damage
can be  inflicted  if the trade  secrets of  Employer  are made known to another
competitor. "Trade secrets", as used herein, shall mean any secret, confidential
and/or other commercial  information and ideas of Employer that constitute trade
secrets  under  Idaho law,  Idaho Code  section  48-801(4),  including,  but not
limited to (a) files, statistics,  abstracts,  documents and records relating to
the  manufacture  of  high-tech  computer  components  developed or generated by
Employer or Employee while acting as Employer's  agent;  (b) customer lists; (c)
concepts,  techniques  and  know-how  relating to the  manufacture  of high-tech
computer components developed by Employer or Employee while acting as Employer's
agent; (e) any drawings; and (f) any concepts,  techniques and know-how relating
to the  manufacture of high-tech  computer  components  developed by Employer or
Employee  while acting as  Employer's  agent which  relates or  constitutes  the
subject matter of any copyright,  patent or license, exclusive or non-exclusive,
which belong to Employer.

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     WHEREAS,  the  parties  agree and  recognize  that  over the  course of his
employment  with  Employer,   Employee  may  acquire  confidential   proprietary
information  other than trade secrets,  which would  irreparably  harm Employer,
should  Employee  share  such  information  or  utilize  it to  compete  against
Employer.  Confidential and proprietary information includes, but is not limited
to: (a) all data, (b) all data and other information relating to the business of
Employer (including Employer's financial affairs,  clients, product concepts and
products);  and (c) all data and other information concerning Employer's clients
and customers. The parties agree that all programs,  designs,  documents, files,
records and other data or materials produced,  created or maintained by Employee
are the sole and exclusive property of Employer.

     WHEREAS,   the   parties   agree  and   recognize   that  the   duties  and
responsibilities  of Employee are such that it would be detrimental to Employer,
and Employer's  clients,  if Employee were to provide  services similar to those
provided to Employer to any other person, firm, corporation,  entity or business
engaged in work similar to Employer.

2.   Agreement

     The  Employer  agrees  to  hire  Employee  for  the  purpose  of  providing
engineering  and  technical  design,  development  and  production  services  of
high-tech computer components.

3.   COMPENSATION; BENEFITS

     3.1  The  Employer  shall  pay to the  Employee  as  compensation  for  all
          services  rendered by the Employee during the term of this agreement a
          base salary of $81,120.00 per annum.

     3.2  Employer  shall also  provide  Employee  with health care  benefits by
          paying the premium therefor;

     3.3  Employer  shall also provide  Employee  with a company car and pay all
          expenses and maintenance associated therewith;

     3.4  3.5 Employee may be entitled to such other employment  benefits as may
          be  provided  from  time to time by the  Employer  to other  employees
          occupying similar positions.

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     3.6  Employer  shall also pay to Employee the sum of  Twenty-Five  Thousand
          Dollars   ($25,000.00)  as  a  bonus   associated  with  signing  this
          Agreement.

     3.7  Employee  shall be entitled to periodic  bonuses as  determined by the
          officers and directors  with such bonuses to be determined in relation
          to the profits of the Employer.

4.   No Partnership

     The parties to this  Agreement  intend that no partnership or joint venture
be formed hereby.

5.   Term; No At-Will Employment

     This  Agreement  creates a specific term of  employment  and is not at-will
employment,  nor shall  anything in this Agreement be construed to the contrary.
The term of this  employment  shall be for a period of five (5)  years  from the
date of this agreement. After the expiration of this period, either the Employer
or the Employee may for any reason, at the option of such party,  terminate this
Agreement  at any time by giving 30 days  notice in  writing or enter into a new
Employment Agreement.

6.   COVENANT AGAINST COMPETITION

7.

     The Employee  acknowledges  that the services he rendered during the course
of his  employment  with Employer are of a special and unusual  character with a
unique value to Employer,  the loss of which cannot adequately be compensated by
damages  in  action  at law.  In view of the  unique  value to  Employer  of the
services of Employee and because of the confidential  information obtained by or
disclosed to Employee during the course of his employment with Employer,  and as
a material  inducement  to Employer to enter into this  Agreement  and to employ
Employee,  Employee  covenants  and agrees that during the entire period of time
Employee  remains  in  Employer's  employ,  and for a  period  of two (2)  years
thereafter,  he will not,  except upon the written  request of Employer,  or the
prior written permission of Employer,  directly or indirectly,  by himself or in
conjunction with any person, firm, corporation or entity, call upon any customer
or client of Employer or any  affiliate  of  Employer,  or compete or  otherwise
engage in the business of Employer or any affiliate of

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Employer,  for his own benefit or for the benefit of any other person,  firm, or
corporation, by performing any of the activities which he performed while in the
employ of  Employer,  within the County of Ada,  State of Idaho and within a 100
mile radius of County of Ada, State of Idaho;  nor shall he, except upon request
of Employer, engage in any activity during said period for the purpose of:

                   (A) soliciting from any customer,  any service competing with
                   that sold by Employer; or

                   (B)  diverting  or  taking  away any  customer  or  client of
                   Employer; or

                   (C)   individually   or  on  behalf  of  any  person,   firm,
                   corporation  or  entity  other  than  Employer,  in any area,
                   soliciting  the  business of any of  Employer's  clients with
                   whom Employee had contact while employed by Employer; or

                   (D)   individually   or  on  behalf  of  any  person,   firm,
                   corporation  or  entity  other  than  Employer,  inducing  or
                   attempting   to  persuade  any  former,   current  or  future
                   employee,  agent,  manager,  consultant,  director  or  other
                   participant   in  Employer's   business  to  terminate   such
                   employment or other  relationship  in order to enter into any
                   relationship  with  Employee,  any business  organization  in
                   which  the  Employee  is  a   participant   in  any  capacity
                   whatsoever, or any other business organization in competition
                   with Employer's business.

          For purposes of this Paragraph:

                   (A) The term "affiliate" means any legal entity that directly
                   or indirectly through one or more intermediaries controls, is
                   controlled  by, or is under the common control with Employer;
                   and

                   (B) The term  "customers"  means all persons to whom Employer
                   or any of its  affiliates  has sold any  product or  service,
                   whether or not for compensation.

          This provision, however, does not prohibit Employee from taking direct
          employment with any of Employer's clients.

7.   COVENANT AGAINST DISCLOSURE OF TRADE SECRETS

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     Employee  covenants  and  agrees  that  during  the  entire  period of time
Employee  remains  in  Employer's  employ,  and for Two  (2)  years  thereafter,
Employee  will not (a)  disclose,  reveal,  divulge  or make  known to any other
person,  firm,  corporation or entity any of the trade secrets of Employer,  for
any reason  whatsoever  except pursuant to prior express  written  permission of
Employer,  or (b)  use  the  trade  secrets  of  Employer  in any way or for any
purpose,  be it direct,  indirect  or  otherwise  except  pursuant  to the prior
express written permission of Employer.

8.   COVENANT OF CONFIDENTIALITY

     Employee  covenants  and  agrees to  carefully  guard and keep  secret  all
confidential information of Employer.

9.   COSTS AND ATTORNEYS FEES

     In the event of any breach or violation of the foregoing  covenants,  it is
agreed  that  Employee  and  Employer  shall be  responsible  to pay  their  own
respective  attorney's  fees and court costs related to the  enforcement  of the
covenants contained in this Agreement.

10.  GOVERNING LAW, JURISDICTION AND VENUE

     This Agreement  shall be construed and  interpreted in accordance  with the
laws of the State of Idaho.  The  parties  agree that the courts of Idaho  shall
have exclusive jurisdiction and agree that Ada County is the proper venue.

11.  EFFECT OF UNENFORCEABLE RESTRICTION; SEVERABILITY

     In the event any court or arbitration  panel should find that the period of
non-competition  or any restriction  contained in this Agreement is unreasonable
or unenforceable, it is the intention of the parties that such restriction shall
not hereby be terminated but shall be deemed  amended to the extent  required to
render it valid and  enforceable.  If any provision or term of this Agreement is
considered  unenforceable  and not amendable,  the remaining  provision or terms
shall continue in full force and effect.

12.  WAIVER

     Either  party  may  waive  in  writing  compliance  or  enforcement  of any
provision  of this  Agreement.  Such a waiver  shall not affect the  validity or
enforceability or constitute a waiver of

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future enforcement of that provision or of any other provision of this Agreement
by that  party or any other  party  unless so  stated in the  waiver.  A party's
failure  to  insist  on  compliance  or  enforcement  of any  provision  of this
Agreement shall not affect the validity or enforceability or constitute a waiver
of  future  enforcement  of that  provision  or of any other  provision  of this
Agreement by that party or any other party.

13.  Headings

     The various  headings in this Agreement are inserted for  convenience  only
and are not part of the Agreement.

14.  ENTIRE AGREEMENT

     This  Agreement  constitutes  the  whole  agreement  between  Employer  and
Employee.  Any changes to this Agreement must be agreed to and  memorialized  in
writing by both parties.

15.  NOTICES, ETC.

     All notices,  requests, demands and other communications hereunder shall be
in writing and, unless otherwise  provided herein,  shall be deemed to have been
duly given upon  personal  delivery or upon  deposit in the United  States Mail,
postage prepaid,  certified or registered  mail,  return receipt  requested,  as
follows:

                   If to Employer:
                   R-Tec Corporation
                   1471 E. Commercial Ave.
                   Meridian, Idaho 83642

                   If to Employee:
                   Gary A. Clayton
                   11856 W. Driftwood Ct.
                   Boise, Idaho 83713

or at such other address as shall have been furnished to the other in writing in
accordance  herewith,  except that such notice of such change shall be effective
only upon receipt.


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     IN WITNESS WHEREOF, this Agreement has been executed as of the day and year
written below.

     DATED this 3rd day of November, 1999.


EMPLOYER:                                          EMPLOYEE:

R-Tec Corporation

By  /s/ DOUGLAS G. HASTINGS               By  /s/  GARY A. CLAYTON
   -------------------------------           -----------------------------------
   DOUGLAS G. HASTINGS                       GARY A. CLAYTON
      Its President

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