EMPLOYMENT AGREEMENT


         This  EMPLOYMENT  AGREEMENT (the  "Agreement") is made and entered into
effective  as of May 30, 2002,  by and between  ADVANCED  REMOTE  COMMUNICATIONS
SOLUTIONS,  INC., a California  corporation (the  "Company"),  and BRANDON NIXON
(the  "Executive")  and shall become  effective upon the Closing of the Series C
Preferred Stock Financing (the "Effective Date"). Capitalized terms that are not
defined herein shall have the meaning  defined in the Stock  Purchase  Agreement
between the Company and Housatonic  Partners.  The Company and the Executive are
hereinafter collectively referred to as the "Parties", and individually referred
to as a "Party".

                                    RECITALS

         A. The Company desires assurance of the association and services of the
Executive  in order to retain the  Executive's  experience,  skills,  abilities,
background and knowledge,  and is willing to engage the Executive's  services on
the terms and conditions set forth in this Agreement.

         B.       The Executive  desires to be in the employ of the Company,
and is willing to accept such  employment on the terms and conditions set forth
in this Agreement.

                                    AGREEMENT

         In consideration of the foregoing  Recitals and the mutual promises and
covenants herein contained,  and for other good and valuable consideration,  the
Parties, intending to be legally bound, agree as follows:

1.       EMPLOYMENT.

1.1 Term. The Company hereby  employs the  Executive,  and the Executive  hereby
accepts  employment by the Company,  upon the terms and  conditions set forth in
this Agreement.  The term of this Agreement shall commence on the Effective Date
and  shall  continue  until  the  earlier  of (a)  June  1,  2005  and  (b)  the
consummation  of the  purchase  of assets  transaction  in  connection  with the
Boatracs Option, as set forth in that certain Stock Purchase  Agreement executed
by the Company and the parties  thereto  dated May __, 2002 (the "Series C Stock
Purchase Agreement") (the "Term"),  unless terminated earlier in accordance with
Section 4 herein.

1.2 Title. The Executive shall have the title of Chief Executive Officer ("CEO")
of the Company and shall serve in such other capacity or capacities as the Board
of Directors of the Company (the "Board") may from time to time  prescribe.  The
Executive shall report directly to the Board.

1.3 Duties.  The  Executive  shall do and perform all  services,  acts or things
necessary  or  advisable  to manage and conduct the  business of the Company and
which are  normally  associated  with the position of CEO,  consistent  with the
bylaws of the Company and as required by the Board.

1.4      Policies and  Practices.  The  employment  relationship  between the
Parties shall be governed by the policies and practices established by the
Company and/or the Board.

1.5 At-Will  Employment.  The Executive  shall be an at-will  employee such that
either he or the Company may terminate the employment  relationship at any time,
with or without cause, subject to the terms and conditions set forth in Sections
4 and 5 herein.

1.6 Board of Directors. So long as Executive remains employed in the position of
CEO,  the Company  shall  nominate  Executive as a member of the Board and shall
recommend that Executive be appointed and elected as the Chairman of the Board.

1.7 Location. Unless the Parties otherwise agree in writing, the Executive shall
perform the services Executive is required to perform pursuant to this Agreement
at the Company's  offices,  located in San Diego;  provided,  however,  that the
Company may from time to time  require the  Executive to travel  temporarily  to
other locations in connection with the Company's business.

2.       LOYAL AND CONSCIENTIOUS PERFORMANCE; NONCOMPETITION.

2.1 Loyalty.  During the  Executive's  employment by the Company,  the Executive
shall  devote  Executive's  full  business  energies,  interest,  abilities  and
productive  time to the proper and efficient  performance of Executive's  duties
under this Agreement.

2.2 Covenant not to Compete.  Executive will not, during his employment with the
Company,  and any period during which the  Executive is receiving  severance pay
pursuant to Section 4.4.3 herein, engage in competition with the Company, and/or
any of its Affiliates, either directly or indirectly, in any manner or capacity,
as adviser, principal,  agent, affiliate,  promoter, partner, officer, director,
employee, stockholder, owner, co-owner, consultant, or member of any association
or  otherwise,  in any phase of the  Restricted  Business.  For purposes of this
Agreement,  "Affiliate"  means,  with respect to any specific entity,  any other
entity  that,  directly  or  indirectly,  through  one or  more  intermediaries,
controls,  is  controlled  by or is under  common  control  with such  specified
entity.

2.3 Agreement not to Participate in Company's  Competitors.  During  Executive's
employment  with the  Company,  and any period  during  which the  Executive  is
receiving  severance pay pursuant to Section 4.4.3 herein,  the Executive agrees
not to acquire, assume or participate in, directly or indirectly,  any position,
investment or interest known by Executive to be adverse or  antagonistic  to the
Company,  its business or  prospects,  financial or otherwise or in any company,
person or entity  that is,  directly  or  indirectly,  in  competition  with the
business  of the  Company  or  any of its  Affiliates,  with  the  exception  of
Housatonic  Partners.  Notwithstanding  the foregoing,  the following  shall not
constitute a breach of this Section 2.3: (a)  ownership by the  Executive,  as a
passive  investment,  of less than two percent (2%) of the outstanding shares of
capital stock of any  corporation  with one or more classes of its capital stock
listed on a national  securities exchange or publicly traded on the Nasdaq Stock
Market or in the  over-the-counter  market,  (b) direct or indirect ownership by
Executive  of any  shares  of  capital  stock of any  entity  as a result of the
activities of Housatonic  Partners and its  affiliates,  and (c) any  activities
undertaken or performed by Executive in connection  with rendering  services for
or on behalf of  Housatonic  Partners  and its  affiliates,  provided  that such
activities  under this  subparagraph  (c) shall not  conflict  with  Executive's
duties hereunder.

2.4  Severability.  Although  the  restrictions  set forth in this Section 2 are
considered  by  the  Parties  to  be  reasonable  in  all  circumstances,  it is
recognized  that  restrictions of the nature in question may fail for unforeseen
reasons,  and  accordingly  it is hereby  agreed and declared that if any of the
restrictions  set forth in this  Section 2 shall be adjudged to be void as going
beyond what is reasonable in all of the  circumstances for the protection of the
Company and of the Executive or for any other reason, but would be valid if part
of the wording  thereof were deleted or the periods (if any) thereof  reduced or
the range of  activities  or area dealt  with  thereby  reduced  in scope,  such
restrictions  shall apply with such  modifications  as may be  necessary to make
them valid and effective and such provisions shall be modified accordingly.  The
provisions of this Section 2 shall survive any termination of this Agreement.

3.       COMPENSATION OF THE EXECUTIVE.

3.1 Base  Salary.  The  Company  shall pay the  Executive  a base  salary of Two
Hundred Fifty Thousand Dollars  ($250,000) per year, less payroll deductions and
all required  withholdings  payable in regular  periodic  payments in accordance
with Company policy.  Such base salary shall be prorated for any partial year of
employment on the basis of a 365-day fiscal year. Executive's base salary may be
changed from time to time by mutual agreement of Executive and the Board.

3.2 Bonus. In addition to Executive's base salary, Executive will be eligible to
earn a discretionary  annual  performance bonus ("Bonus") which shall be granted
in  the  sole  and  absolute  discretion  of  the  Company's  Board  based  upon
Executive's and the Company's  achievement of specific  EBITDA  milestones to be
defined by the Board in  writing  within a  reasonable  period of time after the
execution of this Agreement. Executive must be employed on the date any Bonus is
awarded to be  eligible  for such  Bonus.  The Bonus will not be prorated in the
event that  Executive  resigns or is terminated by the Company prior to the date
on which the Bonus is awarded.

3.3      Stock Options.

3.3.1 Option  Grant.  Upon the Effective  Date of this  Agreement and subject to
approval of the Board,  Executive will be granted a nonstatutory stock option to
purchase  3,000,000  shares of the Company's  Common Stock (the  "Option").  The
Option  will be governed by and  granted  pursuant  to a separate  Stock  Option
Agreement.  The  exercise  price  per share of the  Option  will be equal to the
lesser  of the fair  market  value of the  common  stock on the date of grant as
determined by the Board or thirty-five cents ($0.35).  The shares subject to the
Option will vest in equal monthly  installments over a period of thirty-six (36)
months (the "Vesting Period") so long as Executive continues to be employed with
the Company;  provided that, (i) Executive will receive a minimum of twelve (12)
months of vested shares in the event that his employment terminates in his first
year of  employment  as a result  of either an  involuntary  termination  by the
Company  without  Cause (as  defined  below in  Section  4.5.2)  or a  voluntary
termination by Executive  with Good Reason (as defined below in Section  4.5.3),
and  (ii)  such  shares  shall  be  subject  to  accelerated  vesting  upon  the
achievement of certain financial  milestones described in subsection 3.3.3 below
and shall be  subject to full  acceleration  of all  vesting  upon any Change of
Control (as defined in Section 5 below).

3.3.2 Early Exercise.  Executive may elect to exercise the Option as to any part
or all of the shares  subject to the Option at any time prior to full vesting of
the Option (i.e.,  "an early  exercise").  If so  exercised,  the shares will be
subject  to a right of  repurchase  at a price  equal to the  lesser of the fair
market value of such shares on the date of repurchase  or the original  purchase
price of the shares by the Company  which right  shall  lapse  according  to the
Option  vesting  schedule or upon a Change of Control (as defined in  subsection
5.1 below).  The Company shall provide Executive with a full-recourse  loan (the
"Loan")  to  early  exercise  all or any  part of his  Option  upon  request  by
Executive during the Term of this Agreement.  The Loan will be subject to market
rate interest  accrual.  Executive  shall be required to repay all principal and
accrued  interest due under the Loan  pursuant to the terms and  conditions  set
forth in a separate Loan  Agreement  acceptable to the Company which terms shall
include a three-year  extension of the term of the Loan in the event Executive's
employment is terminated by death or Complete Disability (defined below).

3.3.3 Accelerated  Vesting.  In the event that the Company's (a) net income less
(b) interest income; plus (c) the sum of (i) income tax provision, (ii) interest
expense,  (iii) amortization  expense and (iv) depreciation expense as set forth
in the  Company's  statement  of  operations  and  statement  of cash  flows  in
conformity with accounting principals generally accepted in the United States of
America  and  consistent  with  prior   accounting   practices  of  the  Company
("EBITDA"), provided that EBITDA shall not include any gain or loss on a sale of
the Company's  assets,  equals or exceeds  $4,000,000  for the fiscal year 2002,
then the vesting of Executive's  Option shall  accelerate such that 1,000,000 of
the then unvested  shares shall become fully vested and the  remaining  unvested
shares  shall  continue  to vest at the  same  monthly  rate  as  prior  to such
acceleration  (i.e., the remaining unvested shares after such acceleration shall
vest at a rate of 83,333  shares per  month).  In the event  that the  Company's
EBITDA equals or exceeds  $6,000,000 for the fiscal year 2003,  then the vesting
of Executive's  Option shall accelerate such that the lesser of (i) 1,000,000 or
(ii) the entire remaining then unvested shares shall become fully vested and the
remaining  unvested  shares,  if any, shall continue to vest at the same monthly
rate as prior to such  acceleration  (i.e., the remaining  unvested shares after
such  acceleration  shall  vest at a rate  of  83,333  shares  per  month).  The
$4,000,000 and $6,000,000 EBITDA  milestones shall be appropriately  adjusted to
reflect the sale of a division, subsidiary or a business line of the Company.

3.4      Changes to  Compensation.  The Executive's  compensation  may be
changed from time to time by mutual agreement of the Executive and the Company.

3.5      Employment  Taxes. All of the Executive's  compensation  shall be
subject to customary  withholding  taxes and any other employment taxes as are
commonly required to be collected or withheld by the Company.

3.6 Benefits.  The Executive  shall,  in accordance  with Company policy and the
terms of the applicable plan  documents,  be eligible to participate in benefits
under any executive benefit plan or arrangement which may be in effect from time
to  time  and  made  available  to the  Company's  executive  or key  management
employees.

4.       Termination.

4.1      Termination  By the  Company.  The  Executive's  employment  with the
Company  may be  terminated  under  the following conditions:

4.1.1 Death or Disability.  The  Executive's  employment  with the Company shall
terminate  effective  upon  the  date  of the  Executive's  death  or  "Complete
Disability" (as defined in Section 4.5.1).

4.1.2 For Cause. The Company may terminate the Executive's employment under this
Agreement  for  "Cause"  (as  defined in Section  4.5.2) by  delivery of written
notice to the  Executive  specifying  the Cause or Causes  relied  upon for such
termination.  Any notice of  termination  given  pursuant to this Section  4.1.2
shall  effect  termination  as of the date  specified  in such notice or, in the
event no such  date is  specified,  on the last day of the  month in which  such
notice is delivered or deemed delivered as provided in Section 9 below.

4.1.3 Without Cause. The Company may terminate the Executive's  employment under
this  Agreement at any time and for any reason by delivery of written  notice of
such termination to the Executive.  Any notice of termination  given pursuant to
this Section  4.1.3 shall effect  termination  as of the date  specified in such
notice or, in the event no such date is specified,  on the last day of the month
in which such notice is delivered  or deemed  delivered as provided in Section 9
below.

4.2      Termination By The Executive.  The Executive may terminate the
Executive's  employment with the Company under the following conditions:

4.2.1 Good Reason. The Executive may terminate the Executive's  employment under
this Agreement for "Good Reason" (as defined below in Section 4.5.3) by delivery
of written notice to the Company specifying the "Good Reason" relied upon by the
Executive for such  termination,  provided that such notice is delivered  within
six (6) months following the occurrence of any event or events constituting Good
Reason and that  Executive  has given the  Company a minimum of thirty (30) days
written  notice and an  opportunity  to cure the event which  constitutes  "Good
Reason."

4.2.2  Without  Good  Reason.   The  Executive  may  terminate  the  Executive's
employment  hereunder  for other  than "Good  Reason"  at any time upon  written
notice to the Company.  4.3 Termination by Mutual Agreement of the Parties.  The
Executive's  employment pursuant to this Agreement may be terminated at any time
upon a mutual  agreement  in writing of the  Parties.  Any such  termination  of
employment shall have the consequences specified in such agreement.



4.4      Compensation Upon Termination.

4.4.1 Death or  Complete  Disability.  If the  Executive's  employment  shall be
terminated  by death or Complete  Disability as provided in Section  4.1.1,  the
Company shall pay the  Executive's  base salary and accrued but unused  vacation
benefits  earned  through the date of  termination  at the rate in effect at the
time of termination  and in accordance  with Company policy to Executive  and/or
Executive's heirs, and the Company shall thereafter have no further  obligations
to the Executive and/or Executive's heirs under this Agreement.

4.4.2 Cause or Without  Good  Reason.  If the  Executive's  employment  shall be
terminated by the Company for Cause, or if the Executive  terminates  employment
hereunder without Good Reason, the Company shall pay the Executive's base salary
and accrued but unused vacation  benefits earned through the date of termination
at the rate in effect at the time of termination  and in accordance with Company
policy  to  Executive,   and  the  Company  shall  thereafter  have  no  further
obligations to the Executive under this Agreement.

4.4.3  Without  Cause  or  For  Good  Reason.  If  the  Company  terminates  the
Executive's  employment  without Cause, or the Executive  terminates  employment
hereunder with Good Reason,  the Executive  shall be entitled to the Executive's
base salary and accrued but unused vacation  benefits earned through the date of
termination at the rate in effect at the time of  termination  and in accordance
with Company policy. In addition,  subject to the limitations  stated in Section
4.4.4 herein the Executive shall be entitled to the following:

(i)      Continuation  of  Executive's  annual  base  salary in effect  at the
time of  termination  for a period of 12 months; and

(ii) In the event the  Executive  elects  continued  coverage  under COBRA,  the
Company  will  reimburse  Executive  for the same portion of  Executive's  COBRA
health  insurance  premium that it paid during the Executive's  employment until
the earlier of either (i) 12 months after the date of  termination  or, (ii) the
date on which the Executive begins full-time  employment with another company or
business entity.

4.4.4 Covenant not to Compete.  Notwithstanding any provisions in this Agreement
to the  contrary,  including any  provisions  contained in this Section 4.4, the
Company's  obligations,  and the Executive's  rights,  pursuant to Section 4.4.3
shall cease and be rendered a nullity  immediately  should the Executive violate
any provision of Section 2 herein, or should the Executive violate the terms and
conditions of the Executive's Proprietary Information and Inventions Agreement.

4.4.5  Termination  of  Obligations.  In the  event  of the  termination  of the
Executive's  employment  hereunder  and  pursuant to this Section 4, the Company
shall  have no  obligation  to pay  Executive  any base  salary,  bonus or other
compensation  or benefits,  except as provided in this Section 4 or for benefits
due to the Executive (and/or the Executive's  dependents) under the terms of the
Company's benefit plans.

4.5      Definitions.  For purposes of this Agreement, the following terms shall
have the following meanings:

4.5.1 Complete Disability. "Complete Disability" shall mean the inability of the
Executive to perform the  Executive's  duties under this  Agreement  because the
Executive has become  permanently  disabled  within the meaning of any policy of
disability income insurance  covering employees of the Company then in force. In
the event the  Company has no policy of  disability  income  insurance  covering
employees of the Company in force when the Executive becomes disabled,  the term
"Complete  Disability"  shall mean the inability of the Executive to perform the
Executive's duties under this Agreement by reason of any incapacity, physical or
mental,  which the Board,  based upon medical advice or an opinion provided by a
licensed  physician  reasonably  acceptable  to the  Board,  determines  to have
incapacitated   the  Executive  from   satisfactorily   performing  all  of  the
Executive's  usual services for the Company for a period of at least one hundred
twenty  (120)  days  during  any  twelve  (12)  month  period  (whether  or  not
consecutive).  Based upon such medical advice or opinion,  the  determination of
the Board  shall be final and binding  and the date such  determination  is made
shall be the date of such Complete Disability for purposes of this Agreement.

4.5.2    For Cause.  "Cause" for the Company to terminate  Executive's
employment  hereunder shall mean the occurrence of any of the following events:

(i) Executive's continued material breach of the terms of this Agreement after a
minimum of 30 days written notice by the Board of such breach and an opportunity
to cure;

(ii)     Executive's  conviction  of a felony  involving  moral  turpitude
that is likely to inflict or has  inflicted material injury on the business of
the Company;

(iii)    Executive's embezzlement, fraud or theft of Company property;

(iv)     Executive's  repeated  abuse of alcohol or drugs in the  workplace  or
in a manner that is directly  effecting job performance;

(v) Executive's engaging or in any manner participating in any activity which is
directly  competitive with or  intentionally  injurious to the Company or any of
its Affiliates or which violates any material provisions of Section 7 hereof; or

(vi)  Executive's  commission of any fraud against the Company,  its  employees,
agents or customers or use or intentional  appropriation for his personal use or
benefit of any funds or properties of the Company not authorized by the Board to
be so used or appropriated.

4.5.3    Good Reason.  "Good Reason" for the Executive to terminate the
Executive's  employment  hereunder  shall mean the occurrence of any of the
following events without the Executive's consent:

(i) a material  reduction  of  Executive's  authority  or  responsibility  as an
employee of the Company, the result being that Executive's position is no longer
comparable to the position that existed on the Effective Date of this Agreement;

(ii) the relocation of the Executive's offices or principal business location to
a point more than  thirty  (30) miles from the  current  offices  located in San
Diego, California; or

                           (iii)    a reduction by the Company of more than ten
percent (10%) of the Executive's base salary as initially set forth herein or
as the same may be increased from time to time.

4.6 Survival of Certain Sections. Sections 2, 4.4.3, 4.4.4, 5, 6, 7, 10, 18, 19,
20 and 21 of this Agreement will survive the termination of this Agreement.

5.       CHANGE OF CONTROL.

5.1 In the event of a Change of Control (as defined below) of the Company,  then
the Executive shall be entitled to full acceleration of Executive's  Option such
that the Option  shall be fully vested on the  effective  date of such Change of
Control.  Change in Control  means:  (i) a sale or other  disposition  of assets
having a market value equal to or greater than fifty percent (50%) of all of the
assets of the Company;  (ii) a merger or  consolidation  in which the Company is
not  the  surviving  entity  and  in  which  the  stockholders  of  the  Company
immediately  prior to such  consolidation  or merger own less than fifty percent
(50%) of the surviving  entity's voting power immediately after the transaction;
(iii) a reverse  merger in which the  Company  is the  surviving  entity but the
shares  of  Common  Stock  outstanding  immediately  preceding  the  merger  are
converted  by virtue of the merger into other  property,  whether in the form of
securities,  cash or  otherwise,  and in which the  stockholders  of the Company
immediately  prior to such reverse  merger own less than fifty  percent (50%) of
the  Company's  voting  power  immediately   after  the  transaction;   (iv)  an
acquisition  by any person,  entity or group within the meaning of Section 13(d)
or 14(d) of the Exchange Act, or any comparable successor provisions  (excluding
any employee  benefit  plan,  or related  trust,  sponsored or maintained by the
Company or subsidiary of the Company or other entity  controlled by the Company)
of the beneficial  ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange  Act, or  comparable  successor  rule) of securities of the Company
representing  at least fifty percent (50%) of the voting power  entitled to vote
in the election of Directors;  or (v) in the event that the individuals  who, as
of the Effective Date of this Agreement, are members of the Company's Board (the
"Incumbent  Board"),  cease for any reason to  constitute at least fifty percent
(50%) of the Board (If the election, or nomination for election by the Company's
stockholders,  of any new  Director  is  approved  by a vote of at  least  fifty
percent (50%) of the Incumbent  Board,  such new Director shall be considered to
be a member of the Incumbent Board in the future. In addition, a new director as
a result of any change in the Director  representative of Housatonic Partners or
Lexington  shall be  considered  to be a member  of the  Incumbent  Board in the
future.).

5.2 In the event that any  payment or  benefits  received  or to be  received by
Executive  pursuant  to this  Agreement  ("Benefits")  would  (i)  constitute  a
"parachute  payment" within the meaning of Section 280G of the Internal  Revenue
Code of 1986, as amended (the "Code"), or any comparable  successor  provisions,
and (ii) but for this subsection,  would be subject to the excise tax imposed by
Section 4999 of the Code, or any comparable  successor  provisions  (the "Excise
Tax"), then benefits to which the Executive is entitled pursuant to this Section
5 (the "Benefits") shall be either:

   (i)      provided to the Executive in full, or

   (ii)     provided  to the  Executive  as to such  lesser  extent  which
            would  result in no portion of such benefits being subject to the
            Excise Tax,

whichever of the foregoing amounts, when taking into account applicable federal,
state,  local and foreign income and employment  taxes,  the Excise Tax, and any
other  applicable  taxes,  results in the receipt by Executive,  on an after-tax
basis,  of the  greatest  amount of benefits,  notwithstanding  that all or some
portion of such benefits may be taxable under the Excise Tax. Unless the Company
and the Executive otherwise agree in writing,  any determination  required under
this subsection shall be made in writing in good faith by an accountant selected
by the  Executive  (the  "Accountant").  In the event of a reduction of Benefits
hereunder,  the Executive shall be given the choice of which Benefits to reduce.
For  purposes  of making  the  calculations  required  by this  subsection,  the
Accountant  may  make  reasonable  assumptions  and  approximations   concerning
applicable  taxes  and  may  rely  on  reasonable,  good  faith  interpretations
concerning the application of the Code, and other  applicable  legal  authority.
The Company and the Executive shall furnish to the Accountant  such  information
and  documents  as the  Accountant  may  reasonably  request  in order to make a
determination  under  this  subsection.  The  Company  shall  bear all costs the
Accountant may reasonably incur in connection with any calculations contemplated
by this subsection.

6.       SUCCESSORS.

Provided  that  Executive  remains  employed  by the  Company  until a Change in
Control occurs, the Company agrees to require any successor company  ("Successor
Company")  to assume the  obligations  of the  Company in this  Agreement.  Such
assumption  shall be by an express  agreement,  signed by both the successor and
Executive, and shall be satisfactory to Executive.

7.       Confidential and Proprietary Information; Nonsolicitation.

As a condition of employment  the  Executive  agrees to execute and abide by the
Proprietary Information and Inventions Agreement attached hereto as Exhibit A.

8.       Assignment and Binding Effect.

This  Agreement  shall be binding upon and inure to the benefit of the Executive
and  the  Executive's  heirs,  executors,  personal  representatives,   assigns,
administrators  and legal  representatives.  Because of the unique and  personal
nature of the Executive's  duties under this  Agreement,  neither this Agreement
nor any rights or obligations  under this  Agreement  shall be assignable by the
Executive.  This Agreement shall be binding upon and inure to the benefit of the
Company and its successors, assigns and legal representatives.



9.       Notices.

All  notices or demands of any kind  required  or  permitted  to be given by the
Company or the  Executive  under this  Agreement  shall be given in writing  and
shall  be  personally  delivered  (and  receipted  for) or faxed  during  normal
business hours or mailed by certified mail,  return receipt  requested,  postage
prepaid, addressed as follows:

                  If to the Company:

                              ADVANCED REMOTE COMMUNICATIONS SOLUTIONS, INC.
                              10675 Sorrento Valley Road, Suite 200
                              San Diego, CA 92121

                  If to the Executive:

                              BRANDON NIXON
                              c/o ADVANCED REMOTE COMMUNICATIONS SOLUTIONS, INC.
                              10675 Sorrento Valley Road, Suite 200
                              San Diego, CA 92121

Any such written notice shall be deemed  received when  personally  delivered or
three (3) days after its deposit in the United  States mail as specified  above.
Either  Party may change its address  for notices by giving  notice to the other
Party in the manner specified in this section.

10.      Choice of Law.

This  Agreement  is made in San  Diego,  California.  This  Agreement  shall  be
construed  and  interpreted  in  accordance  with  the  laws  of  the  State  of
California.

11.      Integration.

This  Agreement,  including  Exhibits A and B contains the  complete,  final and
exclusive  agreement of the Parties  relating to the terms and conditions of the
Executive's employment and the termination of Executive's employment,  and, from
and after the Effective Date,  supersedes all prior and contemporaneous oral and
written employment agreements or arrangements between the Parties. To the extent
this  Agreement  conflicts  with  the  Proprietary  Information  and  Inventions
Agreement  attached  as  Exhibit  A  hereto,  the  Proprietary  Information  and
Inventions Agreement controls.

12.      Amendment.

This  Agreement  cannot be amended  or  modified  except by a written  agreement
signed by the Executive and the Company.

13.      Waiver.

No term,  covenant or condition of this Agreement or any breach thereof shall be
deemed  waived,  except with the written  consent of the Party  against whom the
wavier is  claimed,  and any waiver or any such  term,  covenant,  condition  or
breach shall not be deemed to be a waiver of any preceding or succeeding  breach
of the same or any other term, covenant, condition or breach.

14.      Severability.

The  finding  by a court  of  competent  jurisdiction  of the  unenforceability,
invalidity or illegality of any provision of this Agreement shall not render any
other provision of this Agreement unenforceable,  invalid or illegal. Such court
shall have the authority to modify or replace the invalid or unenforceable  term
or  provision  with a  valid  and  enforceable  term  or  provision  which  most
accurately  represents  the  Parties'  intention  with respect to the invalid or
unenforceable term or provision.

15.      Interpretation; Construction.

The headings set forth in this  Agreement are for  convenience of reference only
and shall not be used in interpreting  this  Agreement.  This Agreement has been
drafted by legal counsel  representing  the Company,  but the Executive has been
encouraged to consult with, and has consulted with,  Executive's own independent
counsel  and tax  advisors  with  respect  to the terms of this  Agreement.  The
Parties acknowledge that each Party and its counsel has reviewed and revised, or
had an opportunity to review and revise, this Agreement,  and the normal rule of
construction to the effect that any  ambiguities are to be resolved  against the
drafting party shall not be employed in the interpretation of this Agreement.

16.      Representations and Warranties.

The  Executive  represents  and warrants  that  Executive is not  restricted  or
prohibited,  contractually or otherwise,  from entering into and performing each
of the terms and covenants  contained in this  Agreement,  and that  Executive's
execution and performance of this Agreement will not violate or breach any other
agreements between the Executive and any other person or entity.

17.      Counterparts.

This  Agreement  may be  executed  in two  counterparts,  each of which shall be
deemed an original,  all of which  together  shall  contribute  one and the same
instrument.

18.      Arbitration.

To ensure the rapid and  economical  resolution  of  disputes  that may arise in
connection with the Executive's  employment with the Company,  the Executive and
the Company agree that any and all disputes, claims, or causes of action, in law
or  equity,  arising  from  or  relating  to  Executive's  employment,   or  the
termination  of  that  employment,  will  be  resolved,  to the  fullest  extent
permitted by law, by final,  binding and confidential  arbitration in San Diego,
California    conducted   by   the   Judicial    Arbitration    and    Mediation
Services/Endispute,  Inc.  ("JAMS"),  or its successors,  under the then current
rules of JAMS for employment  disputes;  provided that the arbitrator shall: (a)
have the  authority  to compel  adequate  discovery  for the  resolution  of the
dispute and to award such relief as would otherwise be permitted by law; and (b)
issue a  written  arbitration  decision  including  the  arbitrator's  essential
findings and  conclusions  and a statement of the award.  Both the Executive and
the  Company  shall be  entitled  to all rights  and  remedies  that  either the
Executive  or the Company  would be  entitled  to pursue in a court of law.  The
Company  shall  pay all fees of  arbitration  up to a  maximum  of ten  thousand
dollars  ($10,000) in excess of those which would be required if the dispute was
decided in a court of law;  thereafter,  all such fees of  arbitration  shall be
divided  equally  between the parties.  Nothing in this Agreement is intended to
prevent either the Executive or the Company from obtaining  injunctive relief in
court  to  prevent   irreparable   harm  pending  the  conclusion  of  any  such
arbitration.  Notwithstanding the foregoing,  the Executive and the Company each
have the right to resolve  any issue or dispute  arising  under the  Proprietary
Information and Inventions Agreement by Court action instead of arbitration.

19.      Trade Secrets of Others.

It is the understanding of both the Company and the Executive that the Executive
shall not  divulge to the  Company  and/or  its  subsidiaries  any  confidential
information  or trade  secrets  belonging to others  including  the  Executive's
former  employers,  nor shall the Company and/or its  Affiliates  seek to elicit
from the Executive any such  information.  Consistent  with the  foregoing,  the
Executive  shall not  provide  to the  Company  and/or its  Affiliates,  and the
Company  and/or its  Affiliates  shall not request,  any  documents or copies of
documents containing such information.

20.      Advertising Waiver.

The Executive agrees to permit the Company and/or its Affiliates, and persons or
other  organizations  authorized by the Company and/or its  Affiliates,  to use,
publish and distribute  advertising or sales promotional  literature  concerning
the  products  and/or  services of the  Company  and/or its  Affiliates,  or the
machinery and equipment used in the provision thereof,  in which the Executive's
name and/or  pictures of the  Executive  taken in the course of the  Executive's
provision  of  services  to the  Company  and/or  its  Affiliates,  appear.  The
Executive  hereby  waives  and  releases  any claim or right the  Executive  may
otherwise have arising out of such use, publication or distribution.

         IN WITNESS WHEREOF,  the Parties have executed this Agreement as of the
date first above written.

ADVANCED REMOTE COMMUNICATIONS SOLUTIONS, INC.

By:   /s/ Michael Silverman

Its:  Chairman, Chief Executive Officer

Dated:   May 30, 2002


BRANDON NIXON:



/s/Brandon Nixon


Dated: May 30, 2002