EXHIBIT 10.11 EMPLOYMENT AGREEMENT WITH ROGER HUTCHISON


                        Amendment to Employment Agreement

The undersigned  parties to an existing  employment and/or engagement  agreement
agree to the following changes to the said agreement.

Parties:

Roger Hutchison CD Rom, Inc.
PocketSpec Technologies Inc.

     That Roger Hutchison's  employment/engagement  agreement shall be continued
for 6 months at $2,000 per month, effective March 1, 2002. He will be reimbursed
for necessary  travel.  In addition,  and in consideration of leads generated in
the commercial - retail paint  industry,  Mr.  Hutchison  shall be paid a salary
bonus of  $10,000 if 100 of the color  products  of the  Corporation  is sold by
April 1, 2003 on a sliding  scale basis of up to $30,000  bonus if 1,000 devices
are sold by April 1, 2003.  This will be valid,  even if Mr.  Hutchison does not
continue  employment beyond September 1, 2002. That CD Rom, Inc.'s agreement may
be terminated at any time, for any reason by PocketSpec Technologies, Inc. Dated
this 30th day of March, 2002


/s/ Roger Hutchison
--------------------------------------------------
Roger Hutchison, individually and for CD Rom, Inc.







/s/ F. Jeffrey Krupka
----------------------------
F. Jeffrey Krupka
PocketSpec Technologies Inc.



PocketSpec Technologies Inc.
By: /s/  F. Jeffrey Krupka
    -----------------------
    F. Jeffrey Krupka

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                          NON-DISCLOSURE OF PROPRIETARY
                          -----------------------------

                            INFORMATION AND INVENTION
                            -------------------------

                              ASSIGNMENT AGREEMENT
                              --------------------


In  consideration  of my  engagement,  employment  or  continued  employment  or
engagement  (hereafter  "Employment")  by Color-Spec  Technologies,  Inc.,  (the
"Company"),   whether  in  the   capacity   of  an   employee   or   independent
contractor/consultant,  and the  compensation  paid to me,  and  other  good and
valuable  consideration  the receipt of which is hereby  acknowledged,  I hereby
agree as follows:

1.   Nondisclosure.

     1.1  Recognition of Company's Rights; Nondisclosure. At all times during my
          Employment  and  thereafter,  I will hold In strictest  confidence and
          will not disclose,  use,  lecture upon or publish any of the Company's
          Proprietary  Information  (defined below),  except as such disclosure,
          use or publication  may be required in connection with my work for the
          Company, or unless an officer of the Company expressly authorizes such
          In writing. I will obtain Company's written approval before publishing
          or  submitting  for  publication  any material  (written,  verbal,  or
          otherwise) that relates to my work at Company and/or  incorporates any
          Proprietary  Information.  I hereby assign to the Company any rights I
          may have or acquire in such Proprietary Information and recognize that
          all Proprietary  Information shall be the sole property of the Company
          and its assigns.

     1.2  Proprietary Information. The term "Proprietary Information" shall mean
          any  and  all  confidential  and/or  proprietary  knowledge,  data  or
          information of the Company. By way of Illustration but not limitation,
          "Proprietary Information" Includes (a) trade secrets, inventions, mask
          works,  Ideas,  processes,  formulas,  source and object codes,  data,
          programs,   other  works  of   authorship,   know-how,   improvements,
          discoveries,   developments,   designs  and  techniques   (hereinafter
          collectively  referred to as "Inventions"),  (b) information regarding
          plans for research, development, new products, marketing, and selling,
          business  plans,   budgets  and  unpublished   financial   statements,
          licenses,   prices  and  costs,  suppliers  and  customers;   and  (c)
          information  regarding the skills and  compensation of other employees
          of the Company.  Notwithstanding the foregoing, it is understood that,
          at all such times,  I am free to use  information  which is  generally
          known In the trade or  Industry,  which is not gained as a result of a
          breach of this Agreement,  and my own skill,  knowledge,  know-how and
          experience to whatever extent and in whichever way I wish.

     1.3  Non-Solicitation.  I shall not during the term of my  Employment,  and
          for a period of one year thereafter,  directly or indirectly,  use any
          Proprietary Information to:

          1.3.1solicit,  induce,  entice, or attempt to entice,  any employee of
               the Company to terminate his or her employment with the Company;

          1.3.2solicit,  induce,  entice, or attempt to entice,  any customer of
               the  Company to  terminate  its  business  relationship  with the
               Company,  including those that have been the Company's  customers
               within the one year preceding my termination;

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          1.3.3directly  or  indirectly  solicit  or  provide  services  to  any
               customer  of the  Company  including  those  who  have  been  the
               Company's customers within the one year preceding my termination.

     1.4  Third Party Information.  I understand,  in addition, that the Company
          has  received  and in the  future  will  receive  from  third  parties
          confidential or proprietary  Information  ("Third Party  Information's
          subject   to  a  duty  on  the   Company's   part  to   maintain   the
          confidentiality  of such  information  and to use it only for  certain
          limited purposes.  During the term of my Employment and thereafter,  I
          will hold Third Party Information in the strictest confidence and will
          not disclose to anyone (other than Company  personnel who need to know
          such  Information  In  connection  with their work for the Company) or
          use,  except in connection  with my work for the Company,  Third Party
          Information  unless expressly  authorized by an officer of the Company
          in writing

     1.5  No Improper Use of Information of Prior  Employers and Others.  During
          My Employment by the Company.  I will not  improperly  use or disclose
          any confidential  Information or trade secrets,  if any, of any former
          employer  or  any  other  person  to  whom  I have  an  obligation  of
          confidentiality, and I will not bring onto the premises of the Company
          any  unpublished  documents  or any  property  belonging to any former
          employer  or  any  other  person  to  whom  I have  an  obligation  of
          confidentiality unless consented to in writing by that former employer
          or person. I will use In the performance of my duties only Information
          which  Is  generally  known  and used by  persons  with  training  and
          experience  comparable  to my own,  which is common  knowledge  In the
          industry  or  otherwise  legally  In the  public  domain,  or which is
          otherwise provided or developed by the Company.

2.   Assignment of Inventions.

     2.1  Proprietary Rights. The term "Proprietary Rights" shall mean all trade
          secret, patent,  copyright,  mask work and other intellectual property
          rights throughout the world.

     2.2  Prior Inventions.  Inventions, If any, patented or unpatented, which I
          made prior to the  commencement  of my Employment with the Company are
          excluded from the scope of this  Agreement,  with the exception of any
          inventions,  patented  or  unpatented,  which  are the  subject  of an
          assignment  agreement  with the  Company.  To  preclude  any  possible
          uncertainty,  I have set  forth on  Exhibit  A  (Previous  Inventions,
          attached  hereto  and made a part of this  Agreement),  in  sufficient
          detail to enable the  Company to  determine  the  scope,  purpose  and
          application of such invention,  a complete list of all Inventions that
          I have, alone or jointly with others, conceived,  developed or reduced
          to  practice  or caused  to be  conceived,  developed  or  reduced  to
          practice prior to the  commencement of my Employment with the Company,
          that I consider to be my property or the property of third parties and
          that I wish to have excluded from the scope of this  Agreement  unless
          such matters are the subject of an assignment  (collectively  referred
          to as "Prior  Inventions").  If disclosure of any such Prior Invention
          would  cause me to  violate  any prior  confidentiality  agreement,  I
          understand  that I am not to list such Prior  Inventions  in Exhibit A
          but am only to  disclose  a cursory  name for each such  Invention,  a
          listing of the party  (ies) to whom it belongs  and the fact that full
          disclosure as to such inventions has not been made for that reason.  A
          space is provided on Exhibit A for such purpose. If no such disclosure
          s attached, I represent that there are no Prior Inventions. If, in the
          course  of my  Employment  with the  Company,  I  Incorporate  a Prior
          Invention Into a Company product,  process or machine,  the Company is
          hereby   granted   and  shall  have  a   nonexclusive,   royalty-free,
          Irrevocable,  perpetual,  worldwide license (with rights to sublicense
          through  multiple tiers of sub licensees) to make, have made,  modify,
          use and sell such Prior Invention.  Notwithstanding  the foregoing,  I
          agree that I will not Incorporate, or permit to be incorporated, Prior
          Inventions  in any  Company  Inventions  without the  Company's  prior
          written consent

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     2.3  Assignment of  Inventions.  Subject to Sections 2.4, and 2.6, I hereby
          assign and agree to assign in the future (when any such  Inventions or
          Proprietary  Rights are first  reduced to practice or first fixed in a
          tangible medium, as applicable) to the Company all my right, title and
          interest in and to any and all Inventions (and all Proprietary  Rights
          with respect thereto)  whether or not patentable or registrable  under
          copyright  or  similar  statutes,  made or  conceived  or  reduced  to
          practice or learned by me, either alone or jointly with others, during
          the period of my Employment with the Company.  Inventions  assigned to
          the Company,  or to a third party as directed by the Company  pursuant
          to  this   Section  2,  are   hereinafter   referred  to  as  "Company
          Inventions."

     2.4  Nonassignable  Inventions.  I  recognize  that,  In  the  event  of  a
          specifically applicable state law, regulation,  rule, or public policy
          ("Specific  Inventions  Law"),  this  Agreement  will not be deemed to
          require   assignment  of  any  Invention  which  qualities  fully  for
          protection under a Specific  Inventions Law by virtue of the fact that
          any such Invention was, for example, developed entirely on my own time
          without using the Company's equipment,  supplies, facilities, or trade
          secrets and neither  related to the  Company's  actual or  anticipated
          business, research or development, nor resulted from work performed by
          me for the Company.  In the absence of a Specific  Inventions Law, the
          preceding sentence will not apply.

     2.5  Obligation  to  Beep  Company  Informed.   During  the  period  of  my
          Employment  and  for  twelve  (12)  months  after  termination  of  my
          Employment with the Company,  I will promptly  disclose to the Company
          fully and in writing all Inventions authored,  conceived or reduced to
          practice by me,  either alone or jointly with others.  In addition,  I
          will promptly disclose to the Company all patent applications filed by
          me or on my behalf  within a year after  termination  of Employment At
          the time of each such disclosure, I will advise the Company in writing
          of any Inventions  that I believe fully qualify for  protection  under
          the  rovisions of a Specific  Inventions  Law; and I will at that time
          provide  to  the  Company  In  writing  all   evidence   necessary  to
          substantiate that belief. The Company will keep in confidence and will
          not use for any  purpose  or  disclose  to third  parties  without  my
          consent  any  confidential  information  disclosed  in  writing to the
          Company pursuant to this Agreement relating to Inventions that qualify
          fully for protection under a Specific  Inventions Law. I will preserve
          the  confidentiality  of any Invention that does not fully qualify for
          protection under a Specific Inventions Law.

     2.6  Government or Third Party. I also agree to assign all my right,  title
          and  interest in and to any  particular  Invention  to a third  party,
          including  without  limitation the United  States,  as directed by the
          Company.

     2.7  Works for Hire. I  acknowledge  that all original  works of authorship
          which are made by me (solely or jointly with others)  within the scope
          of my  Employment  and which are  protectable  by copyright are "works
          made for hire,"  pursuant to United  States  Copyright  Act (17 D.S.C.
          Section 101).

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     2.8  Enforcement of Proprietary  Rights. I will assist the Company In every
          proper way to obtain, and from time to time enforce, United States and
          foreign  Proprietary  Rights relating to Company Inventions in any and
          all  countries.  To that end I will  execute,  verify and deliver such
          documents  and perform  such other acts  (Including  appearances  as a
          witness)  as the Company  may  reasonably  request for use in applying
          for, obtaining, perfecting,  evidencing, sustaining and enforcing such
          Proprietary  Rights and the assignment  thereof.  In addition,  I will
          execute,  verify and deliver assignments of such Proprietary Rights to
          the Company or its designee.  My obligation to assist the Company with
          respect to Proprietary  Rights relating to such Company  Inventions In
          any and all countries  shall  continue  beyond the  termination  of my
          Employment,  but the Company shall  compensate me at a reasonable rate
          after  my  termination  for  the  time  actually  spent  by me at  the
          Company's request on such assistance.

     2.9  In the event the  Company is unable for any reason,  after  reasonable
          effort,  to secure my signature on any document  needed In  connection
          with  the  actions  specified  In the  preceding  paragraph,  I hereby
          Irrevocably  designate and appoint the Company and Its duly authorized
          officers  and  agents  as  my  agent  and  attorney  In  fact,   which
          appointment  Is coupled with an interest,  to act for and In my behalf
          to  execute,  verify and file any such  documents  and to do all other
          lawfully  permitted  acts to further  the  purposes  of the  preceding
          paragraph with the same legal force and effect as if executed by me. I
          hereby waive and  quitclaim to the Company any and all claims,  of any
          nature whatsoever,  which I now or may hereafter have for Infringement
          of any Proprietary Rights assigned hereunder to the Company.

3.   Compensation.  As compensation for said Employment, the Company shall be as
     set forth In Schedule A, or as agreed upon by Company and myself, from time
     to time in further writings.

4.   Records.  I agree to keep and maintain adequate and current records (In the
     form of  notes,  sketches,  drawings  and in any  other  form  that  may be
     required by the Company) of all  Proprietary  Information.  developed by me
     and all  Inventions  made by me during the period of my  Employment  at the
     Company,  which  records shall be available to and remain the sole property
     of the Company at all times.

5.   Additional  Activities.  I agree that during the period of my Employment by
     the Company I will not,  without the  Company's  express  written  consent,
     engage In any employment or business activity which Is competitive with, or
     would otherwise conflict with, my Employment by the Company.

6.   No Conflicting Obligation. I represent that my performance of all the terms
     of this  Agreement  and as an employee of the Company does not and will not
     breach any  agreement to keep in confidence  information  acquired by me in
     confidence or in trust prior to my  Employment  by the Company.  I have not
     entered  into,  and I agree I will not enter  into,  any  agreement  either
     written or oral in conflict herewith.

7.   Return of Company Documents.  When I leave the Employment of the Company, I
     will  deliver  to the  Company  any and  all  drawings,  notes,  memoranda,
     specifications,  devices, formulas, and documents, together with all copies
     thereof,  and any other  material  containing  or  disclosing  any  Company
     Inventions,  Third Party  Information  or  Proprietary  Information  of the
     Company.  I further  agree  that any  property  situated  on the  Company's
     premises and owned by the Company, including disks and other storage media,
     filing  cabinets or other work areas,  is subject to  inspection by Company
     personnel  at any time with or without  notice.  Prior to  leaving,  I will
     cooperate  with  the  Company  in  completing  and  signing  the  Company's
     termination statement.

8.   Deductions for Unreturned  Property. I agree to return all of the Company's
     equipment  and  property,  Including,  but not limited to,  laptop or other
     computers  and cellular  telephones,  upon  termination  of  Employment.  I
     authorize the Company to deduct the replacement cost of any such unreturned
     equipment or property,  Including  reasonable  attorneys'  fees Incurred In
     securing the return of said  property,  from any monies owed by the Company
     to me a the  time of  termination.  I  acknowledge  that  such a  deduction
     constitutes  "a lawful  charge or  indebtedness"  pursuant to Colorado law,
     C.B.S.8-4101, et seq.

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9.   Legal and Equitable Remedies.

     9.1  I agree  that  the  provisions  of  Section  1 of this  Agreement  are
          reasonable and necessary  protection for the Immediate and substantial
          Interests of the Company,  and that any violation of these  provisions
          would cause substantial and irreparable Injury to the Company. Because
          my services  are  personal and unique and because I may have access to
          and become acquainted with the Proprietary Information of the Company,
          the Company shall have the right to enforce this  Agreement and any of
          Its provisions by Injunction,  specific performance or other equitable
          relief,  without  bond and without  prejudice  to any other rights and
          remedies that the Company may have for a breach of this Agreement.

     9.2  In the event of a breach by me of any of the  provisions in Section 1,
          I  shall  pay to the  Company  liquidated  damages  in the  amount  of
          $5,000.00 for each such breach,  in addition to any relief  Identified
          in Section 8 herein. The parties agree that, because of the difficulty
          in  ascertaining  actual  damages from such  breach,  this amount is a
          reasonable  estimate of the presumed actual damages caused by a breach
          of any of the  provisions In Section 1, and that the parties intend to
          liquidated damages for any such breach.

10.  Notices.  Any notices required or permitted hereunder shall be given to the
     appropriate  party at the address  specified below or at such other address
     as the party shall  specify In writing.  Such notice  shall be deemed given
     upon personal  delivery to the appropriate  address or if sent by certified
     or registered mail, three (3) days after the date of mailing.

11.  Notification  of New Employer.  In the event that I leave the employ of the
     Company,  I hereby  consent to the  notification  of my new  employer of my
     rights and obligations under this Agreement.

12.  General Provisions.

     12.1 Governing Law; Consent to Personal  Jurisdiction.  This Agreement will
          be governed  by and  construed  according  to the laws of the State of
          Colorado.  I hereby expressly consent to the personal  jurisdiction of
          and venue in the  state and  federal  courts  located  in the City and
          County of Denver,  Colorado, for any lawsuit filed there against me by
          the Company arising from or related to this Agreement.

     12.2 Dispute  Resolution.  Unless otherwise  prohibited by law or specified
          below,  the  parties  hereto  agree  that,  In the  event of a dispute
          arising under the terms and conditions of this Agreement,  the laws of
          the  State  of  Colorado  shall  apply  In  determining   any  matters
          pertaining  to the dispute,  and that any disputes  arising  hereunder
          shall be resolved pursuant to arbitration In Denver, Colorado,  before
          an  arbitrator  to be decided in the sole  discretion  of the Company.
          However,  nothing in this section is intended to prevent  either party
          from   obtaining   injunctive   relief  in  any  court  of   competent
          jurisdiction to prevent irreparable harm pending the conclusion of any
          such arbitration.

     12.3 Severability.  In case any one or more of the provisions  contained in
          this Agreement shall, for any reason,  be held to be Invalid,  illegal
          or  unenforceable  in any  respect,  such  invalidity,  illegality  or
          unenforceability  shall  not  affect  the  other  provisions  of  this
          Agreement,  and this Agreement  shall be construed as If such invalid,
          illegal or  unenforceable  provision had never been contained  herein.
          If,  moreover,  any one or more of the  provisions  contained  In this
          Agreement  shall for any reason be held to be excessively  broad as to
          duration,  geographical  scope,  activity  or  subject,  It  shall  be
          construed by limiting and reducing It, so as to be  enforceable to the
          extent compatible with the applicable law.

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     12.4 Successors and Assigns.  This Agreement will be binding upon my heirs,
          executors,  administrators and other legal representatives and will be
          for the benefit of the Company, Its successors, and Its assigns.

     12.5 Survival.   The  provisions  of  this  Agreement   shall  survive  the
          termination  of my Employment  and the assignment of this Agreement by
          the Company to any successor In Interest or other assignee.

     12.6 Employment.  I agree and  understand  that  nothing In this  Agreement
          shall confer any right with respect to  continuation  of employment by
          the  Company,  nor shall it  interfere In any way with my right or the
          Company's  right to  terminate  my  employment  at any  time,  with or
          without cause.

     12.7 Waiver. No waiver by the Company of any breach of this Agreement shall
          be a waiver of any  preceding or succeeding  breach.  No waiver by the
          Company of any right  under this  Agreement  shall be  construed  as a
          waiver of any other right.  The Company  shall not be required to give
          notice to enforce strict adherence to all terms of this Agreement.

     12.8 Entire Agreement The obligations  pursuant to Sections 1 and 2 of this
          Agreement  shall  apply  to any  time  during  which I was  previously
          employed, or am in the future employed, by the Company as a consultant
          or independent  contractor if no other agreement governs nondisclosure
          and assignment of inventions during such period. This Agreement is the
          final, complete and exclusive agreement of the parties with respect to
          the  subject  matter  hereof  and  supersedes  and  merges  all  prior
          discussions  between  us.  No  modification  of or  amendment  to this
          Agreement  nor any waiver of any rights under this  Agreement  will be
          effective unless in writing and signed by the party to be charged. Any
          subsequent change or changes in my duties, salary or compensation will
          not affect the validity or scope of this Agreement

     12.9 Attorneys'  Fees.  If the  Company  brings a suit or any other type of
          legal action or process, including arbitration,  to enforce its rights
          under  this  Agreement  it  shall  be  entitled  to  collect  from  me
          reasonable  attorneys'  fees  and  expenses,  including  the  fees and
          expenses incurred for any appeals.

     This  AGREEMENT  shall be effective as of the first day of my Employment or
continued Employment with the Company, which date is June 2, 2001.

     I have read this  agreement  carefully  and  understand  its terms.  I have
completely filled out Exhibit A to this agreement.

Dated: September 11, 2001
Roger Hutchison


/s/ Roger Hutchison
--------------------------------------------
Accepted and Agreed To:
COLOR-SPEC TECHNOLOGIES, INC. By:


/s/ F.Jeffrey Krupka
--------------------------------------------
F.Jeffrey Krupka, CEO and President
3225 East 2nd Avenue Denver, Colorado 80206
Dated: September 11, 2001

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