EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT ("Agreement"), dated as of May 1, 2003 (the
"Effective Date"), is made by and between SECURED DIVERSIFIED INVESTMENT,
LTD., a Nevada corporation, located at 5030 Campus Drive, Newport Beach, CA
92660 and hereafter referred to as "the Company", and Munjit Johal, whose
address is 42 Rockwood, Irvine, California 92614, hereinafter referred to
as "Executive", based upon the following:

                                  RECITALS

     WHEREAS, the Company wishes to retain the services of Executive, and
Executive wishes to render services to the Company, as its Chief Financial
Officer;

     WHEREAS, the Company and Executive wish to set forth in this Agreement
the duties and responsibilities that Executive has agreed to undertake on
behalf of the Company;

     WHEREAS, the Company and Executive intend that this Agreement will
supersede and replace any and all other employment agreements for
employment entered into by and between the Company and Executive, and that
upon execution of this Agreement, any such employment agreements or
arrangements shall have no further force or effect.

     THEREFORE, in consideration of the foregoing and of the mutual
promises contained in this Agreement, the Company and Executive (who are
sometimes individually referred to as a "party" and collectively referred
to as the "parties") agree as follows:

AGREEMENT

1.   SPECIFIED TERM.

     The Company hereby employs Executive pursuant to the terms of this
Agreement and Executive hereby accepts employment with the Company pursuant
to the terms of this Agreement for the period beginning on May 1, 2003 and
ending on May 1, 2006 (the "Term").

     Subject to Sections 8, 9, and 10, this Agreement will automatically be
renewed for successive periods of one year after May 1, 2006, unless either
party gives notice to the other, at least sixty (60) days prior to the
expiration of the specified period that the party desires to renegotiate
this Agreement.  In the event that any party notifies the other party in
writing of its desire to renegotiate this Agreement, then the terms and
conditions of this Agreement shall for an additional 60 days after
expiration of the Term or until a mutual agreement is reached, whichever
ids shorter.  If a mutually acceptable renegotiated agreement is not
reduced to writing and executed by the parties within sixty (60) days after
the end of the Term, then this Agreement shall continue on a month to month
basis until terminated by written notice given by either party at least
thirty (30) days prior to the end of any monthly period.


                                     1

2.   GENERAL DUTIES.

     Executive shall report to the Company's Board of Directors.  Executive
shall devote his entire productive time, ability, and attention to the
Company's business during the term of this Agreement.  In his capacity as
Chief Financial Officer, Executive shall be primarily responsible for the
accounting and auditing functions of the Company, including the preparation
of the financial statements and reports and coordinating with the
independent auditors.  Executive shall do and perform all services, acts,
or things necessary or advisable to discharge his duties under this
Agreement, an such other duties as are commonly performed by an employee of
his rank in a publicly traded corporation or which may, from time to time,
be prescribed by the Company through its President and Board of Directors.
Furthermore, Executive agrees to cooperate with and work to the best of his
ability with the Company's management team, which includes the Board of
Directors and the officers and other employees, to continually improve the
Company's reputation in its industry for quality products and performance.

3.   COMPENSATION.

     (a)    Annual Salary.  During the Term of this Agreement, the Company
shall pay to Executive an annual base salary in the amounts set forth below
(the "Annual Salary").  The Annual Salary shall be:
     (i)    One Hundred Thousand ($100,000.00) during the first year of
            employment;
     (ii)   One Hundred Twenty Thousand ($120,000.00) during the second
            year of employment; and
     (iii)  Two Hundred Fifty Thousand ($250,000.00) during the third year
            of employment.

     In addition, the Company may offer to Executive the opportunity to
serve as an officer or employee of a subsidiary or affiliated entity of the
Company.  The Company and Executive shall agree on a mutually acceptable
annual salary for service in such capacity, and the amount thereof shall be
included in the "Annual Salary."

     The Annual Salary shall be paid to Executive in equal installments in
accordance with the periodic payroll practices of the Company for executive
employees.

     If the Company is unable to pay a portion or all of the Annual Salary
in cash, the Executive may elect to receive all or any portion of the
Annual Salary in shares of the Company's common stock.  The number of
shares of common stock to be issued to Executive shall be determined on the
last day of each fiscal quarter, and shall be calculated using the average
of the closing bid and ask prices of the common stock on that date.  If no
shares of the Company's common stock trade on that date, then the Company
shall use the average of the closing bid and ask prices of the common stock
on the last day immediately prior to the last day of the fiscal quarter
during which the common stock was traded.  All such shares of Company
common stock shall be issued pursuant to the Company's 2003 Employee Stock
Incentive Plan (the "2003 Plan") to be adopted by the Board of Directors
and shareholders.

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     Executive may also elect for salary to be deferred until such time the
Company has sufficient earnings or surplus capital to pay the deferred
Annual Salary.  If Executive elects to defer any portion of the Annual
Salary, then the Company shall pay interest on the unpaid balance equal to
the minimum Applicable Federal Rate.

     (b)    Annual Bonus.  Executive and the Board of Directors shall meet
immediately following execution of this Agreement and, thereafter, at the
end of each fiscal year to establish performance standards and goals to be
met by Executive during the next fiscal year, which standards and goals
shall be based upon earnings, cash flows, EBITDA and other objectives that
are mutually agreed to by Executive and the Board of Directors.  The
Company shall pay to Executive, no later than ninety (90) days after the
completion of the fiscal year, a cash bonus (the "Annual Bonus") in an
amount to be recommended by the Board of Directors, for each year in which
the performance standards and goals are met or exceeded by Executive.
Nothing in this Section shall prevent Executive and the Board of Directors
from mutually agreeing to an alternative computation of the Annual Bonus,
which may be implemented and paid to Executive in place of the Annual Bonus
described herein.  The Annual Bonus shall be subject to any applicable tax
withholdings and/or employee deductions.

     (c)    Cost of Living Adjustment.  If this Agreement is extended
beyond the Term, then commencing as of January 1, 2006, and on each
January1st thereafter, then effective Annual Salary shall be increased (but
not decreased) by an amount: (i) which shall reflect the increase, if any,
in the cost of living during the previous 12 months by adding to the Annual
Salary an amount computed by multiplying the Annual Salary by the
percentage by which the level of the Consumer Price Index for the Long
Beach, California Metropolitan Area as reported on January 1st of the new
year by the Bureau of Labor Statistics of the United States Department of
Labor has increased over its level as of January 1st of the Prior year, and
(ii) which will maintain Executive's compensation at a level consistent
with the compensation paid to executive officers holding similar positions
in the Real Estate Industry.  Additionally, the Board of Directors shall
periodically review Executive's Salary to determine whether to otherwise
increase Executive's Compensation, without any obligation by the Board to
authorize such an increase.

     (d)    Participation In Employee Benefit Plans.  Executive shall have
the same rights, privileges, benefits and opportunities to participate in
any the Company's employee benefit plans which may now or hereafter be in
effect on a general basis for executive officers or employees.  The Company
may delete benefits and otherwise amend and change the type and quantity of
benefits it provides in its sole discretion.  In the event Executive
receives payments from a disability plan maintained by the Company, the
Company shall have the right to offset such payments against the Annual
Salary otherwise payable to Executive during the period for which payments
are made by such disability plan.

     (e)    Director and Officer Liability Insurance.  The Company shall
use commercially reasonable efforts to purchase directors and officers
liability insurance and include Executive as an insured thereunder.

     (f)    Stock Issuance.  As an incentive and inducement for
employment, the Company will issue a one-time lump sum of Two Hundred Fifty
Thousand (250,000) shares of restricted stock immediately upon execution of
this Agreement.    All such shares shall be registered on a registration
statement on Form S-8, and shall include a resale prospectus on Form S-1.

                                     3

     (g)    Options to Purchase Stock.  Subject to the vesting conditions
set forth below and the terms of the Plan, Executive shall be granted
options to purchase Five Hundred Thousand (500,000) shares of the Company
common stock.  The exercise price for each share of common stock covered by
the option shall be fifteen cents ($0.15), which is equal to or greater
than the fair market value of the common stock on the Effective Date.  The
right to exercise the option shall vest as follows:  options to purchase
One Hundred Twenty-Five Thousand (125,000) shares shall vest and become
immediately upon execution of this Agreement and the delivery of a stock
option agreement under the Plan.  The remaining options shall vest and
become exercisable in equal three annual installments of One Hundred
Twenty-Five Thousand (125,000) shares on the anniversary dates of the
Effective Date, so long as Executive remains an employee on such vesting
date.  The options shall expire and become null and void if not exercised
at the earlier of ten (10) years from the Effective Date or the earlier
expiration dates provided below.  If the Executive is terminated pursuant
Section 8 of this Agreement, the Executive will have ninety (90) days to
exercise the stock options that are vested unless otherwise agreed to by
the Board of Directors.  If the Executive is terminated pursuant Sections 9
or 10 of this Agreement, the Executive shall have five years from date of
termination to exercise stock options that are vested.
Unvested options shall immediately terminate and become null and void upon
any termination of Executive's employment, except as provided below in
Section 12.

     (h)    Payment of Tax Related to the Receipt of Non-Cash
Compensation.  If Executive incurs income tax or any other tax, including
payroll taxes, as a result of the receipt of non-cash compensation during
any fiscal year, the Company shall pay to Executive an amount equal to any
and all such tax.

     4.     REIMBURSEMENT OF BUSINESS EXPENSES.

     The Company shall promptly reimburse Executive for all reasonable
business expenses incurred by Executive in connection with the business of
the Company.  However, each such expenditure shall be reimbursable only if
Executive furnishes to the Company adequate records and other documentary
evidence required by federal and state statutes and regulations issued by
the appropriate taxing authorities for the substantiation of each such
expenditure as an income tax deduction.

     5.     ANNUAL VACATION.

     Executive shall be entitled to four (4) weeks vacation time each year
without loss of compensation.

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     6.     INDEMNIFICATION OF LOSSES.

     So long as Executive's actions were taken in good faith and
furtherance of the Company's business and within the scope of Executive's
duties and authority, the Company shall indemnify and hold Executive
harmless to the full extent of the law from any and all claims, losses and
expenses sustained by Executive as a result of any action taken by him to
discharge his duties under this Agreement, and the Company shall defend
Executive, at the Company's expense, in connection with any and all claims
by stockholders or third parties which are based upon actions taken by
Executive to discharge his duties under this Agreement.

     7.     PERSONAL CONDUCT.

     Executive agrees promptly and faithfully to comply with all present
and future policies, requirements, directions requests and rules and
regulations of the Company in connection with the Company's business.

     8.     TERMINATION BY THE COMPANY FOR CAUSE.

     The Company reserves the right to declare Executive in default of this
Agreement if (each a "Cause"):

     (a)    Executive willfully breaches or habitually neglects the duties
            which he is required to perform under the terms of this
            Agreement, or

     (b)    Executive commits such acts of dishonesty, fraud,
            misrepresentation, gross negligence or willful misconduct
            which results in material harm to the Company or its business,
            or

     (c)    Executive violates any law, rule or regulation applicable to
            the Company or Executive relating to the business operations
            of the Company that may have a material adverse effect upon
            the Company's business, operations, or condition (financial or
            otherwise).

     The Company may terminate this Agreement for Cause immediately upon
written notice of termination to Executive; provided, however, if the
Company terminates this Agreement due to Executive's willful breach or
habitual neglect of the duties he is required to perform, then Executive
shall be entitled to a period of thirty (30) days from the date of the
written notice of termination to cure said breach.  Except as otherwise set
forth in this Section 8, upon any termination for Cause, the obligations of
Executive and the Company under this Agreement shall immediately cease.
Such termination shall be without prejudice to any other remedy to which
the Company may be entitled either at law, in equity, or under this
Agreement.  If Executive's employment is terminated pursuant to this
Section 8, the Company shall pay to Executive (i) Executive's accrued but
unpaid Annual Salary and vacation pay through the effective date of the
termination;(ii) Executive's accrued but unpaid Annual Bonus, if any; and
(iii) business expenses incurred prior to the effective date of termination
and shall transfer to Executive any stock earned but unissued pursuant to
Section 3(e).  Executive shall not be entitled to continue to participate
in any employee benefit plans except to the extent provided in such plans
for terminated participants, or as may be required by applicable law.

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9.   TERMINATION BY THE COMPANY WITHOUT CAUSE.

     (a)    Death.  Executive's employment shall terminate upon the death
of Executive.  Upon such termination, the obligations of Executive and the
Company under this Agreement shall immediately cease.  Except as otherwise
set forth in Section 11 below, upon such termination the obligations of
Executive and the Company under this Agreement shall immediately cease.

     (b)    Disability.  The Company reserves the right to terminate
Executive's employment upon ten (10) days written notice if, for a period
of ninety (90) days, Executive is prevented from discharging his duties
under this Agreement due to any physical or mental disability.  Except as
otherwise set forth in Section 11 below, upon such termination the
obligations of Executive and the Company under this Agreement shall
immediately cease.

     (c)    Election By the Company.  The Company may terminate
Executive's employment upon not less than ninety (90) days written notice
by the Company to Executive.  With the exception of the covenants included
in Section 12 below, upon such termination the obligations of Executive and
the Company under this Agreement shall immediately cease.

10.  TERMINATION BY EXECUTIVE.

     (a)    Election By Executive.  Executive's employment may be
terminated at any time by Executive upon not less than ninety (90) days
written notice by Executive to the Board.  Except as otherwise set forth in
this paragraph (a), upon such termination the obligations of Executive and
the Company under this Agreement shall immediately cease.  In the event of
a termination pursuant to this paragraph, the Company shall pay to
executive (i) Executive's accrued but unpaid Annual Salary and vacation pay
through the effective date of the termination; (ii) Executive's accrued but
unpaid Annual Bonus, if any; and (iii) business expenses incurred prior to
the effective date of termination and shall transfer to Executive any stock
earned but unissued pursuant to Section 3(e).  Executive shall not be
entitled to continue to participate in any employee benefit plans except to
the extent provided in such plans for terminated participants, or as may be
required by applicable law.

     (b)    Termination By Executive For Good Reason.  Executive may
terminate this Agreement immediately based on his reasonable determination
that one of the following events has occurred:

     (i)    The Company intentionally and continually breaches or
wrongfully fails to fulfill or perform (A) its material obligations,
promises or covenants under this Agreement; or (B) any material warranties,
obligations, promises or covenants in any agreement (other than this
Agreement) entered into between the Company and Executive, without cure, if
any, as provided in such agreement;



                                     6

     (ii)   Without the consent of Executive, the Company: (A)
substantially alters or materially diminishes the position, nature, status,
prestige or responsibilities of Executive from those in effect by mutual
agreement of the parties from time to time; (B) assigns additional duties
or responsibilities to Executive which are wholly and clearly inconsistent
with the position, nature, status, prestige or responsibilities of
Executive then in effect; or (C) removes or fails to reappoint or re-elect
Executive to Executive's offices under this Agreement (as they may be
changed or augmented from time to time with the consent of Executive),
unless Executive is deceased or disabled, or such removal or failure is
attributable to an event which would constitute termination for cause;

     (iii)  the Company intentionally requires Executive to commit or
participate in any felony or other serious crime; and/or

(iv) the Company engages in other conduct constituting legal cause for
termination.

With the exception of the covenants included in Section 12 below, upon such
termination the obligations of Executive and the Company under this
Agreement shall immediately cease.

11.  EFFECT OF TERMINATION ATTRIBUTABLE TO DEATH OR DISABILITY.


In the event Executive's employment is terminated due to Executive's death
or disability, then:

     (a)    The Company shall pay Executive's accrued but unpaid Annual
Salary and vacation time through the effective date of the termination,
provided, however, that the Company shall also pay to Executive or
Executive's estate twice the amount of executive's then effective Annual
Salary as set forth in Section 3(a);

     (b)    The Company shall pay to the Executive an Annual Bonus which
shall be computed as the greater of the accrued but unpaid Annual Bonus, if
any, or an amount which equals the average of Executive's Annual Bonus
during the two (2) fiscal years prior to the termination date;

     (c)    The Company shall reimburse Executive for any business
expenses incurred prior to the effective date of the termination;

     (d)    Executive (including Executive's heirs) shall be entitled to
continue to participate in any employee benefit plans except to the extent
provided in such plans for terminated participants, or as may be required
by applicable law.



                                     7

<PAGE>
12.  EFFECT OF TERMINATION ATTRIBUTABLE TO A CHANGE IN CONTROL, A
TERMINATION BY EXECUTIVE FOR GOOD REASON OR A TERMINATION BY THE COMPANY
WITHOUT CAUSE.

     If Executive's employment is terminated before the expiration of the
term, and such termination is attributable to (i) a Change in Control; (ii)
a termination by Executive for good reason; or (iii) the Company's election
to terminate, then:

     (a)    The Company shall pay to Executive, in a lump sum and without
discount to present value, an amount equal to the Annual Salary, as set
forth in Section 3 (a), due to Executive for the balance of the term, but
in no event shall such payment total less than One Hundred Twenty Thousand
($150,000.00);

     (b)    The Company shall pay to Executive, in a lump sum and without
discount to present value, Executive's declared but unpaid Annual Bonus, if
such Annual Bonus has been declared, but if not declared then the Company
shall pay to Executive an amount which equals the average of Executive's
Annual Bonus earned for the two (2) fiscal years prior to the termination
date;

     (c)    At the election of Executive, the Company shall (i) provide to
Executive and his spouse and dependents (if any), for a period of twelve
(12) months, medical benefits which shall be comparable to the benefits
received by Executive at the time of termination of his employment; or (ii)
provide to Executive additional compensation, payable on a monthly basis,
which would approximate the cost to Executive to obtain such comparable
benefits;

     (d)    The Company shall reimburse Executive for Executive's business
expenses incurred through the effective date of the termination;

     (e)    Pursuant to Section 3(e), the Company shall transfer to
Executive any stock earned but unissued pursuant to Section 3 (e); and

     (f)    Irrespective of anything included in the agreements
memorializing them, the vesting conditions imposed on any stock options,
warrants or other rights subject to vesting shall be accelerated and shall
vest on the date of Executive's termination and Executive shall have a
period of twelve (12) months to exercise such stock options, warrants or
other rights.

     Executive shall not be required to mitigate the amount of any payment
made pursuant to this Section 12 by seeking other employment or otherwise,
and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to Executive in any subsequent
employment.  The provisions of this Section 12 shall be in lieu of any
remedy or damages to which Executive may be entitled by reason of a breach
of this Agreement by the Company, whether such remedy may be recovered at
law or in equity.

     For purposes of this Agreement, "Change of Control" shall be defined
as any of the following transaction; (i) the sale or disposition by the
Company of substantially all of its business or assets, or (ii) the
acquisition of the Company's capital stock by a third party in connection
with the transfer of a controlling interest of the Company's capital stock
to such party, or (iii) the merger or consolidation of the Company with
another corporation as part of a transfer of a controlling interest of the
Company's capital stock to a third party.  A "controlling interest of the
Company's capital stock" shall be defined as a transfer or acquisition by a
third party of at least fifty percent (50%) of the Company's capital stock


                                     8

in one or a series of transactions.  A "third party" shall not include any
employee benefit plan maintained by the Company or any corporation or
entity in which the Company holds fifty percent (50%) or more of the voting
securities.

     13.    MISCELLANEOUS

     (a)    Preparation of Agreement.  It is acknowledged by each party
that such party either had separate and independent advice of counsel or
the opportunity to avail itself or himself of the same.  In light of these
facts it is acknowledged that no party shall be construed to be solely
responsible for the drafting hereof, and therefore any ambiguity shall not
be construed against any party as the alleged draftsman of this Agreement.

     (b)    Cooperation.  Each party agrees, without further
consideration, to cooperate and diligently perform any further acts, deeds
and things and to execute and deliver any documents that may from time to
time be reasonably necessary or otherwise reasonably required to
consummate, evidence, confirm and/or carry out the intent and provisions of
this Agreement, all without undue delay or expense.

     (c)    Interpretation.

     (i)    Entire Agreement/No Collateral Representations.  Each party
expressly acknowledges and agrees that this Agreement, including all
exhibits attached hereto: (1) is the final, complete and exclusive
statement of the agreement of the parties with respect to the subject
matter hereof; (2) supersedes any prior or contemporaneous agreements,
promises, assurances, guarantees, representations, understandings, conduct,
proposals, conditions, commitments, acts, course of dealing, warranties,
interpretations or terms of any kind, oral or written (collectively and
severally, the "Prior Agreements"), and that any such prior agreements are
of no force or effect except as expressly set forth herein; and (3) may not
be varied, supplemented or contradicted by evidence of Prior Agreements, or
by evidence of subsequent oral agreements.  Any agreement hereafter made
shall be ineffective to modify, supplement or discharge the terms of this
Agreement, in whole or in part, unless such agreement is in writing and
signed by the party against whom enforcement of the modification or
supplement is sought.

     (ii)   Waiver.  No breach of any agreement or provision herein
contained, or of any obligation under this Agreement, may be waived, nor
shall any extension of time for performance of any obligations or acts be
deemed an extension of time for performance of any other obligations or
acts contained herein, except by written instrument signed by the party to
be charged or as otherwise expressly authorized herein.  No waiver of any
breach of any agreement or provision herein contained shall be deemed a
waiver of any preceding or succeeding breach thereof, or a waiver or
relinquishment of any other agreement or provision or right or power herein
contained.

                                     9

     (iii)  Remedies Cumulative.  The remedies of each party under this
Agreement are cumulative and shall not exclude any other remedies to which
such party may be lawfully entitled.

     (iv)   Severability.  If any term or provision of this Agreement or
the application thereof to any person or circumstance shall, to any extent,
be determined to be invalid, illegal, or unenforceable under present or
future laws effective during the term of this Agreement, then and, in that
event: (A) the performance of the offending term or provision (but only to
the extent its application is invalid, illegal or unenforceable) shall be
excused as if it had never been incorporated into this Agreement, and, in
lieu of such excused provision, there shall be added a provision as similar
in terms and amount to such excused provision as may be possible and legal,
valid and enforceable, and (B) the remaining part of this Agreement
(including the application of the offending term or provision to persons or
circumstances other than those as to which it is held invalid, illegal or
unenforceable) shall not be affected thereby and shall continue in full
force and effect to the fullest extent provided by law.

     (v)    No Third Party Beneficiary.  Notwithstanding anything else
herein to the contrary, the parties specifically disavow any desire or
intention to create any third party beneficiary obligations, and
specifically declare that no person or entity, other than as set forth in
this Agreement, shall have any rights hereunder or any right of enforcement
hereof.

     (vi)   Heading; References; Incorporation; Gender.  The headings used
in this Agreement are for convenience and reference purposes only, and
shall not be used in construing or interpreting the scope or intent of this
Agreement or any provision hereof.  References to this Agreement shall
include all amendments or renewals thereof.  Any exhibit referenced in this
Agreement shall be deemed to include the other gender, including neutral
genders or genders appropriate for entities, if applicable, and the
singular shall be deemed to include the plural, and vice versa, as the
context requires.

     (d)    Enforcement.

     (i)    Applicable Law.  This Agreement and the rights and remedies of
each party arising out of or relating to this Agreement (including, without
limitation, equitable remedies) shall be solely governed by, interpreted
under, and construed and enforced in accordance with the laws (without
regard to the conflicts of law principles thereof) of the State of
California, as if this agreement were made, and as if its obligations are
to be performed, wholly within the State of California.

     (ii)   Consent to Jurisdiction; Service of Process.  Any action or
proceeding arising out of or relating to this Agreement shall be filed in
and heard and litigated solely before the state courts of California
located within the County of Orange.

                                     10


     (e)    No Assignment of Rights or Delegation of Duties by Executive.
Executive's rights and benefits under this Agreement are personal to him
and therefore (i) no such right or benefit shall be subject to voluntary or
involuntary alienation, assignment or transfer; and (ii) Executive may not
delegate his duties or obligations hereunder.

     (f)    Notices.  Unless otherwise specifically provided in this
Agreement, all notices, demands, requests, consents, approvals or other
communications (collectively and severally called "Notices") required or
permitted to be given hereunder, or which are given with respect to this
Agreement, shall be in writing, and shall be given by: (A) personal
delivery (which form of Notice shall be deemed to have been given upon
delivery), (B) by telegraph or by private airborne/overnight delivery
service (which forms of Notice shall be deemed to have been given upon
confirmed delivery by the delivery agency), (C) by electronic or facsimile
or telephonic transmission, provided the receiving party has a compatible
device or confirms receipt thereof (which forms of Notice shall be deemed
delivered upon confirmed transmission or confirmation of receipt), or (D)
by mailing in the United States mail by registered or certified mail,
return receipt requested, postage prepaid (which forms of Notice shall be
deemed to have been given upon the fifth (5th) business day following the
date mailed).  Each party, and their respective counsel, hereby agrees that
if Notice is to be given hereunder by such party's counsel, such counsel
may communicate directly with all principals, as required to comply with
the foregoing notice provisions.  Notices shall be addressed to the address
hereinabove set forth in the introductory paragraph of this Agreement, or
to such other address as the receiving party shall have specified most
recently by like Notice, with a copy to the other parties hereto.  Any
Notice given to the estate of a party shall be sufficient if addressed to
the party as provided in this subparagraph.

     (g)    Counterparts.  This Agreement may be executed in counterparts,
each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument, binding on all parties hereto.  Any
signature page of this Agreement may be detached from any form hereto by
having attached to it one or more additional signature pages.

     (h)    Execution by All Parties Required to be Binding;
Electronically Transmitted Documents.  This Agreement shall not be
construed to be an offer and shall have no force and effect until this
Agreement is fully executed by all parties hereto.  If a copy or
counterpart of this Agreement is originally executed and such copy or
counterpart is thereafter transmitted electronically by facsimile or
similar device, such facsimile document shall for all purposes be treated
as if manually signed by the party whose facsimile signature appears.


                                     11

     In witness hereof, the parties execute this Employment Agreement as of
the date first written above.


SECURED DIVERSIFIED INVESTMENT, LTD.         EXECUTIVE



By:______________________________            _____________________________
   Clifford L. Strand                        Munjit Johal

Title: President


















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