EXHIBIT 10.5

                              EMPLOYMENT AGREEMENT

            This  Agreement,  effective  October 1, 2004,  by and  between  Gary
Borglund  ("Executive")  and Synthetic  Turf  Corporation  of America,  a Nevada
Corporation  with its principal place of business at 2535 Pilot Knob Road, Suite
118, Mendota Heights, Minnesota ("Company") (collectively "the Parties"):

            WHEREAS, Executive seeks employment with the Company;

            WHEREAS,  the Company  seeks to secure  Executive's  services on the
terms provided herein; and

            NOW THEREFORE,  in  consideration  of the mutual covenants set forth
below, the Parties agree as follows:

            1. Term of Employment. Effective October 1, 2004 ("Effective Date"),
the  Company  will  hire  Executive  on a full time  basis to  render  exclusive
services to the Company under the terms set forth in this  Agreement.  Executive
accepts  this  employment  and will  render  services as required by the Company
using  Executive's  best  efforts.   This  Agreement  provides  for  Executive's
employment  to  commence  on the  Effective  Date and to  conclude  on the third
anniversary of the Effective Date,  unless extended in writing by both Executive
and the Company or terminated  earlier under the terms and  conditions  provided
for in this Agreement.

            2. Title of Executive. At Effective Date, Executive's title shall be
Chief Executive Officer.

            3. Compensation.

               (a) Base Salary.  Executive  shall  receive  salary  compensation
("Base Salary") from the Company in payment for Executive's  services during his
employment   under  this  Agreement  at  an  annual  rate  of  Eighty   Thousand
($80,000.00)  dollars per year, subject to review by the Company's  Compensation
Committee  on an annual basis with regard to the  possibility  of an increase in
Base  Salary  provided,  however,  Executive's  Base  Salary  rate  shall not be
decreased.   The  Company  shall  pay  Executive  the  Base  Salary  in  monthly
installments  which shall be  pro-rated  to reflect  time worked for any year in
which Executive does not work a full year.

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               (b) Annual Bonus.  The Annual Bonus ("Annual  Bonus") for Company
executives  is based on  measures  of Company and  individual  performance.  The
Company makes no  representations  under the terms of this  Agreement  regarding
criteria  for or  amounts  of bonuses  paid  during the term of this  Agreement.
However,  Executive shall be entitled to receive an annual bonus during the term
of this  Agreement  under  the  same  terms  and  conditions  as  other  Company
executives.  Beginning in 2005, the target amount for  Executive's  Annual Bonus
shall  not be less  than Ten  percent  (10%)  of Base  Salary,  Twelve  Thousand
($12,000.00) Dollars,  subject to review by the Company's Compensation Committee
on an annual basis with regard to the  possibility of an increased  Annual Bonus
and subject to the caveat that the Company's financial  performance could result
in a decrease or elimination of the Annual Bonus for any year(s). Executive will
not be eligible for a bonus in 2004.

               (c) 2005 Stock Options. On the Effective Date, Company will grant
Executive options to purchase Five Million(5,000,000) shares of the Company. For
stock options granted under this  paragraph,  the term of the stock option grant
is ten years and the stock options will vest Twenty-Five  percent (25%) annually
beginning on the first anniversary of the Effective Date. The stock option price
shall be the fair market value of the  Company's  Common Stock on the  Effective
Date.

            4. Other Compensation and Benefits.

               (a)  Perquisites.   During  Executive's   employment  under  this
Agreement,   the  Company  shall  provide  Executive  with  the  perquisites  of
employment as are provided to other  Company  executives at a level of authority
commensurate  to Executive  and shall  reimburse  Executive for  reasonable  and
necessary  business  expenses.  Executive shall not, however,  be provided a car
allowance.

               (b)   Indemnification.   Upon  the  Effective   Date  and  during
Executive's  employment  under  this  Agreement,  the  Company  shall  indemnify
Executive for any action taken in the course and scope of his  employment to the
fullest  extent  permitted  by law.  If  provided  to other  comparable  Company
executives,  the Company shall  provide  Directors'  and Officers'  Insurance to
Executive  during  and after his  employment  on the same  terms and  conditions
applicable to other comparable Company executives.

            5.  Confidentiality  of  Trade  Secrets  and  Business  Information.
Executive  agrees  that he will  not,  at any  time  during  his  employment  or
thereafter,  disclose  or use any  trade  secret,  proprietary  or  confidential
information  of the  Company or any  subsidiary  or  affiliate  of the  Company,
obtained during the course of his  employment,  except as required in the course
of such  employment  or with  the  written  permission  of the  Company  or,  as
applicable,  any subsidiary or affiliate of the Company or as may be required by
law,  provided  that,  if  Executive  receives  legal  process  with  regard  to
disclosure  of such  information,  he shall  promptly  notify  the  Company  and
cooperate with the Company in seeking a protective order.

            6.  Confidentiality  Upon Termination.  Executive agrees that at the
time of the  termination  of his  employment  with the  Company,  whether at the
instance of Executive or the

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Company,  and  regardless  of the  reasons  therefore,  he will  deliver  to the
Company,  and not keep or deliver  to anyone  else,  any and all  notes,  files,
memoranda,  papers and, in general, any and all physical (including  electronic)
matter containing  information,  including any and all documents  significant to
the conduct of the business of the Company or any subsidiary or affiliate of the
Company  which are in his  possession,  except for any  documents  for which the
Company or any subsidiary or affiliate of the Company has given written  consent
to removal at the time of the termination of Executive's employment.

            7.  Non-competition.  In consideration  for payments made under this
Agreement,  Executive  agrees  that he will  not,  for a period of Two (2) years
after  his  Employment  with  the  Company,  establish  a  relationship  with  a
competitor   (including   but  not  limited  to  an   employment  or  consulting
relationship)  or engage in any activity which is in conflict with or adverse to
the  interest  of  the  Company  (each  a  "Competitive  Activity").   Executive
recognizes  that this obligation  includes,  and is not limited to, an agreement
that he  shall  not  work  for a  competitor  of the  Company  as an  executive,
consultant,  independent contractor or in any other capacity for a period of Two
(2)  years  following  the  termination  of his  employment  with  the  Company,
regardless  of  whether  Executive  or the  Company  terminates  the  employment
relationship.  In addition to Executive's obligations outlined in this paragraph
of this Agreement, any and all payments, benefits or other entitlements to which
Executive may be eligible in accordance with the terms hereof, may be forfeited,
whether or not in pay status,  at the  discretion  of the Company,  if Executive
engages  in  Competitive  Activity  for a  period  of Two  (2)  years  following
termination of his Employment from the Company,  regardless of whether Executive
or the Company terminates the employment  relationship.  The payments,  benefits
and other entitlements  hereunder are being made in part in consideration of the
obligations  of this  paragraph,  which  shall apply  notwithstanding  any other
provision of this Agreement. Notwithstanding the foregoing, (a) no forfeiture or
cancellation shall take place under this paragraph with respect to any payments,
benefits or entitlements  hereunder or under any other award agreement,  plan or
practice unless the Company shall have first given  Executive  written notice of
its intent to so forfeit, or cancel or pay out and Executive has not immediately
ceased such  Competitive  Activity,  provided  that the  foregoing  prior notice
procedure  shall not be required  with respect to a Competitive  Activity  which
Executive  initiated after the Company had informed Executive in writing that it
believed such Competitive  activity  violated this paragraph and it shall not be
applicable to Executive's obligation to refrain from criticizing, denigrating or
otherwise  speaking  adversely  or  disclosing  negative  information  about the
Company, and (b) nothing in this paragraph shall prohibit Executive from being a
passive  owner of not more  than ten  percent  (10%) of the  outstanding  common
stock,  capital  stock and/or equity of any firm,  corporation  or enterprise so
long as Executive has no active  participation  in the management of business of
such firm, corporation or enterprise.  A competitor is an enterprise or business
who is  engaged  in or has  announced  its  intention  to engage  in, any of the
businesses  engaged in by the Company that  comprise or will  comprise more than
two  percent  (2%) of both the  Company  and the  competitor's  revenue.  If the
restrictions  stated  herein  are  found  by a  court  or  an  arbitrator  to be
unreasonable,  the Parties agree that the maximum period,  scope or geographical
area  reasonable  under such  circumstances  shall be substituted for the stated
period,  scope or area  and  that the  court  or  arbitrator  shall  revise  the
restrictions  contained  herein  to cover  the  maximum  period,  scope and area
permitted by law.

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            8.  Resolution  of  Disputes.  Any  disputes  arising  under  or  in
connection with this Agreement shall be resolved by third party mediation of the
dispute  and,  failing  that,  by  binding  arbitration,   to  be  held  in  the
metropolitan  area of Executive's work location as assigned by the Company.  The
arbitration  shall be  conducted  according to the rules and  procedures  of the
American  Arbitration  Association.  Judgment  upon the  award  rendered  by the
arbitrator(s)  may be  entered in any court  having  jurisdiction  thereof.  The
Company  shall  pay the  costs of the  arbitrator  or the  mediator  but not the
attorneys'  fees  of  Executive;  provided,  however,  that  the  Company  shall
reimburse   Executive  for  attorneys'  fees  if  Executive   prevails  in  such
arbitration on any material issue.

            9. Non-Interference.  During Executive's employment and for a period
of Two (2) years  following the effective date of Executive's  termination,  for
any reason,  from the Company,  Executive  agrees not to directly or  indirectly
recruit,   solicit  or  induce,   any  employees,   consultants  or  independent
contractors  of the Company to  terminate,  alter or modify their  employment or
other  relationship with the Company.  During  Executive's  employment and for a
period of Two (2) years following the effective date of Executive's termination,
for any reason, from the Company, Executive agrees not to directly or indirectly
solicit any customer or business  partner of the Company to terminate,  alter or
modify  its  relationship  with the  Company  or  interfere  with the  Company's
relationships  with any of its  customers or business  partners on behalf of any
enterprise that directly or indirectly competes with the Company.

            10.  Injunction.  If  Executive  commits  a  breach  of  any  of the
provisions of  paragraphs  5, 6, 7 or 9 or any part  thereof,  the Company shall
have the right and remedy to have the provisions of this Agreement  specifically
enforced by way of preliminary  and/or permanent  injunction by any court having
jurisdiction, it being acknowledged and agreed by Executive and Company that any
such breach will cause irreparable  injury to the Company and that money damages
will not provide an adequate remedy to the Company.  Furthermore, this Agreement
is intended to protect the proprietary  rights of the Company in important ways,
and even the  threat  of any  misuse  of the  technology  or other  confidential
information  of  the  Company  would  be  irreparably  harmful  because  of  the
importance of that technology and  confidential  information.  In light of these
considerations,  Executive agrees that a court of competent  jurisdiction should
immediately enjoin any breach or threatened breach of paragraphs 5, 6, 7 or 9 of
this  Agreement,  upon Company's  request,  and the Company is released from the
requirement  of posting any bond in  connection  with  temporary or  preliminary
injunctive  relief,  to the extent  permitted by law.  Such right to  injunctive
relief  shall be in  addition  to,  and not in lieu of,  any  other  rights  and
remedies available to the Company under law or in equity.

            11.  Company  Initiated  Termination  of  Employment  or Good Reason
Termination.  For purposes of this Agreement,  (a) the voluntary  termination by
Executive of his employment  will be considered a termination  for "Good Reason"
if Executive resigns his employment  because any of the following occur: (i) the
Company  assigns to Executive  any duties or  responsibilities  that result in a
material   diminution   or   adverse   change   of   Executive's   position   or
responsibilities,  taken as a whole; or ii) the Company reduces Executive's Base
Salary;  and the  termination  of  Executive's  employment  will be considered a
termination  for  "Cause"  if  Executive  is  terminated

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because of any of the following:  (i) his indictment or conviction  (including a
no contest or guilty plea) of any felony or of any crime involving dishonesty or
moral turpitude;  (ii) his  participation  in a fraud or dishonesty  against the
Company;  (iii) the  material  breach of his  duties to the  Company,  including
misconduct,  excessive absenteeism,  or persistent unsatisfactory performance of
his job duties; (iv) his intentional damage to, or willful  misappropriation of,
any property of the Company;  (v) the material breach of any written  agreements
with the  Company;  or (vi) his conduct  that  demonstrates  gross  unfitness to
serve.

            12. Termination  Without Good Reason or For Cause.  Should Executive
leave his employment  without Good Reason ("Voluntary  Termination"),  Executive
shall receive  nothing  further under this  Agreement  except that Stock Options
already vested may be exercised  according to the terms of the applicable grant.
In the event of a Voluntary  Termination,  Executive's Stock Options awarded but
not vested shall be cancelled.  If Executive is terminated for Cause at any time
during this  Agreement,  he shall receive nothing further from the Company as of
the date of his  termination  and all Stock Options  vested but not exercised or
paid shall be cancelled.

            13. Death and Long Term  Disability.  This paragraph  shall apply in
the  event  of  termination  due to  Death  or  Disability.  In the  event  that
Executive's  employment  is  terminated  due to his  death,  his  estate  or his
beneficiaries,  as the case may be, shall be entitled to the following benefits:
(i)  Annual  Bonus at target  level for such year  prorated  for the time on the
payroll in the  performance  year,  payable in a single  installment  as soon as
practicable  following  Executive's  death;  (ii) all outstanding  Stock Options
shall vest and become exercisable if provided for and, if so, in accordance with
the terms of the  provisions  in the  applicable  grants  governing  vesting and
exercisability  in the  event of  death.  The  Company  shall  have the right to
terminate  Executive's  employment  due to his  Disability.  In the  event  that
Executive's employment is terminated due to his Disability, he shall be entitled
to the  following  benefits:  (i)  disability  benefits in  accordance  with any
disability program then in effect for senior executives of the Company (although
the terms of such disability program shall govern exclusively Executive's rights
to  benefits  thereunder);  (ii)  Annual  Bonus at  target  level  for such year
prorated  for the time on the  payroll  in the  performance  year,  payable in a
single  installment as soon as practicable  after termination due to Disability;
(iii) all  outstanding  Stock Options Shares,  whether or not then  exercisable,
shall become  exercisable  and shall remain  exercisable  if provided for and in
accordance with the terms of the grants  applicable to Disability.  For purposes
of this paragraph, "Disability" shall mean the inability of Executive to perform
his duties under this  Agreement by reason of any physical or mental  impairment
that is expected to prevent  Executive  from  performing his duties for a period
exceeding three (3) months. Provided, however, that nothing in this paragraph or
this Agreement shall prevent the Company from reassigning Executive's job duties
on a temporary basis during any period in which Executive is receiving  benefits
under  the  Company's  applicable  short-term  disability  benefits  plan  until
Executive  returns to work full-time or is terminated  due to  Disability.  Such
temporary reassignment of duties would not be a Good Reason termination.

            14.  Membership  on Boards.  Executive  may continue to serve on the
Boards of Directors or Advisory Committees of other companies, assuming that the
other  company is not

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a competitor of the Company as  determined by the Company's  Board of Directors.
Executive  agrees to provide a list,  if  requested  by any other  member of the
Company's  Board of Directors,  of such Board and Committee  memberships so that
the Company may make such determination.

            15. Other Terms.

               (a)  This  Agreement  shall  be  governed  by and  construed  and
enforced in accordance  with the laws of the State of Minnesota,  without regard
to  conflict of law rules.  If any  provision  of this  Agreement  is  hereafter
construed  to be invalid or  unenforceable  in any  respect,  the same shall not
affect the remaining provisions of this Agreement, without regard to the invalid
portion,  and any such invalid provisions shall be reformed and construed to the
extent necessary to permit their  enforceability  so as to reflect the intent of
the Parties hereto.

               (b) Executive  hereby  represents and warrants that Executive has
the right to enter into this  Agreement with the Company and to grant the rights
contained in this Agreement, and the provisions of this Agreement do not violate
any other contracts or agreements that Executive has entered into with any other
individual or entity.

               (c)  Executive  agrees  that  the  terms  of this  Agreement  are
reasonable and properly required for the protection of the Company's  legitimate
business  interests.  If any of the  covenants or  provisions  contained in this
Agreement,  or any  part  thereof,  is  hereafter  construed  to be  invalid  or
unenforceable  in any  respect,  the same shall not affect the  remainder of the
covenant,  covenants  or  provisions  which  shall be given the  maximum  effect
possible  without regard to the invalid portions and the remainder shall then be
fully enforceable.

               (d) The  article  headings  contained  herein  are for  reference
purposes only and shall not in any way affect the meaning or  interpretation  of
this Agreement.

               (e) This  Agreement may not be amended,  modified,  superceded or
waived,  except by a written instrument  executed by both Parties hereto, or, in
the case of a waiver, by the Party waiving noncompliance.  The failure of either
Party at any time or times to require  performance of any provision hereof shall
in no manner  affect the right at a later time to enforce the same. No waiver by
either Party of the breach of any term or covenant  contained in this  Agreement
whether by conduct or otherwise,  in any one or more instances,  shall be deemed
to be or construed  as a further or  continuing  waiver of any such  breach,  or
waiver of the breach of any other term or covenant contained in this Agreement.

               (f)  The  respective   rights  and  obligations  of  the  Parties
hereunder  shall  survive any  termination  of  Executive's  employment  or this
Agreement to the extent  necessary for the intended  preservation of such rights
and obligations.

               (g) Should  Executive  remain employed for the three year term of
this  Agreement,  all stock  options  awarded to  Executive  under  either  this
Agreement or during the term of his employment shall vest and remain exercisable
for the full  duration  available  under

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the terms  applicable  to each grant of stock  options.  Executive  shall not be
entitled  to  severance  benefits  for  termination  at the  expiration  of this
Agreement.

               (h) Executive  acknowledges  that before signing this  Agreement,
Executive was given the  opportunity to read it, evaluate it and discuss it with
Executive's personal advisors,  Executive's attorney and with representatives of
the Company.  Executive  further  acknowledges that the Company has not provided
Executive with any legal advice regarding this Agreement.

               (i) The  Company  specifically  reserves  the right to assign the
terms of this Agreement to any successor, whether the successor is the result of
any sale, purchase, merger,  consolidation,  asset sale, divestiture or spin-off
or any form or combination  thereof. No sale, purchase,  merger,  consolidation,
asset sale,  divestiture or spin-off or any form or combination thereof shall be
construed as a termination of Executive's employment.

               (j) The Company shall be required to pay Executive  payments upon
his termination  under this Agreement only if Executive  executes a release upon
his  termination  releasing  the Company  from any  liability  arising  from his
employment.  Executive's  obligation under this paragraph shall apply regardless
of the reason for the  termination and regardless of whether the termination was
without Cause or with Good Reason.  A release  acceptable  under this  paragraph
shall include,  but not be limited to, claims arising under employment  statutes
such as the Civil  Rights Act of 1964,  as amended,  the Age  Discrimination  in
Employment Act and claims for breach of contract.

               (k) In the event of any  termination  of  employment  under  this
Agreement,  Executive shall be under no obligation to seek other  employment and
there shall be no offset against  amounts due Executive  under this Agreement on
account of any  remuneration  attributable  to any subsequent  employment he may
obtain.

               (l) Following the  termination  of his employment for any reason,
Executive  shall  reasonably  cooperate  with the  Company  with  respect to the
prosecution  or  defense  by the  Company  of any  legal  proceedings  in  which
Executive  is or ought to be a  witness.  Executive's  obligation  to  cooperate
pursuant to this  paragraph  shall  continue  until such legal  proceedings  are
concluded or his services as a witness or consultant are no longer required. The
Company  shall  reimburse  Executive  for all  travel  and  other  out-of-pocket
expenses required by his obligations under this paragraph.

               (m) Executive  agrees that unless  required by law or required in
order to enforce its terms, he shall not disclose the terms of this Agreement to
anyone  outside of his immediate  family,  his attorney,  his accountant and his
financial planner.

               (n) All notices and other  communications  required or  permitted
hereunder  shall be in  writing  and shall be deemed  given  when (a)  delivered
personally,  (b)  sent  by  certified  mail,  postage  prepaid,  return  receipt
requested or (c) delivered by overnight  courier;  to the Party concerned at the
address   indicated  below  or  to  such  changed  address  as  such  Party  may
subsequently give such notice of:

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If to the Company:     Synthetic Turf Corporation of America
                       2535 Pilot Knob Road, Suite 118
                       Mendota Heights MN 55120

If to Executive:       2535 Pilot Knob Road, Suite 118
                       Mendota Heights MN 55120


            IN WITNESS WHEREOF, the Parties have executed this Agreement.


Dated: October 1, 2004        /s/  Gary Borglund
                              ------------------
                                   Gary Borglund


                       SYNTHETIC TURF CORPORATION OF AMERICA


Dated: October 1, 2004 By:    /s/  Richard Overdorff
                              --------------------------------
                                   Richard Overdorff, Director

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