EXHIBIT 10.9 EMPLOYMENT AGREEMENT WITH JANET BROPHY


                              ENGAGEMENT AGREEMENT
                              --------------------

     This Engagement and Consulting Agreement (the "Agreement") made and entered
into  effective  the  1st  day  of  January,  2002,  by and  between  PocketSpec
Technologies  Inc.,  a  Colorado  Corporation,  hereafter  referred  to as  (the
"Company" or as "PocketSpec"), and Janet Brophy, hereinafter referred to as (the
"Employee").

                                    RECITALS
                                    --------

     WHEREAS,  the Employee is director of operations  and  promotions  and also
serves as the  secretary  and director of the Company and the Company has agreed
to directly  employ the  Employee to better  reflect the work level she performs
for the Company, in those capacities.

     WHEREAS,  the  Company  is a licensee  of  technology,  patents  (filed and
pending),  trademarks  and  service  marks  of  Color-Spec  Technologies,  Inc.,
hereinafter  referred to for  convenience as  ("Color-Spec")  and its agreements
with Color-Spec gives the Company the right to continue  development  agreements
for hardware and software technologies now being developed, and new applications
for the technologies, hereinafter referred to as (the "Current Projects").

     WHEREAS,  the Company is a publicly  traded company which trades on the OTC
Bulletin Board under the symbol "PKSP.

     WHEREAS,  the Company desires to contract and hire the Employee for work in
the areas of her  expertise  that align with the  Company's  plans,  hereinafter
referred to as (the "Employment Tasks and Scope"). The arrangements described in
this Agreement as they pertain to the  contracting or hiring of the Employee are
hereinafter referred to as (the "Engagement").

     WHEREAS,  the  parties  have  decided  to set down in  writing  the  mutual
understandings in this Agreement.

                                   AGREEMENT
                                   ---------

     NOW,  THEREFORE,  for the mutual covenants and agreements set forth herein,
and other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:

1.   Engagement:  The Company and Employee agree that Employment Tasks and Scope
     to be performed by Employee is specifically defined as follows:

     1.1. Continue as a director of the Company

     1.2. Continue as the operations and promotions director.

2.   Term of Engagement: This Agreement shall expire on December 31, 2003, or as
     may be  extended  by simply  memorandum,  amendment  or other  confirmation
     documentation between PocketSpec and Employee.

3.   Compensation:

     3.1. The  Company  has  agreed  to pay to  Employee  a  monthly  salary  of
          $5,000.00  commencing  January  1, 2002 and  increasing  to  $8,630.00
          commencing April 1, 2002, payable in arrears with one- alf on the 15th
          of each  month and the 1st of the  following  month,  or as  otherwise
          agreed by the Company and Employee.

     3.2. The Company may pay future amounts  agreed to by the Company,  payable
          in  cash,   restricted  common  stock,  or  other  assets,   based  on
          performance of the Employee and the success of the Company.

4.   Expenses:  The Employee will be reimbursed  reasonable expenses incurred in
     relationship to the Engagement.

5.   Additional Provisions:

     5.1. NONDISCLOSURE.

          5.1.1. Recognition of Company's Rights;  Nondisclosure.  At during the
               Engagement  and  thereafter,  Employee  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 the work of Employee for the Company,  or unless
               an officer of the Company  expressly  authorizes such in writing.
               Employee will obtain Company's written approval before publishing
               or submitting for publication any material  (written,  verbal, or
               otherwise)  that  relates  to  Employee  work at  Company  and/or
               incorporates any Proprietary Information.  Employee hereby assign
               to the  Company any rights  Employee  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.

     5.2  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,  Employee  is 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 her own skill,  knowledge,
          know-how  and  experience  to  whatever  extent and in  whichever  way
          Employee wish.

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     5.3. Non-Solicitation.  Employee  shall not during the term of  Engagement,
          and for a period of one year thereafter,  directly or indirectly,  use
          any Proprietary Information to:

          5.3.1. solicit,  induce, entice, or attempt to entice, any employee of
               the Company to terminate her or her engagement with the Company;

          5.3.2. solicit,  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 its termination;

          5.3.3.  directly  or  indirectly   solicit  or  provide   services  to
               anycustomer  of the  Company  including  those  who have been the
               Company's   customers   within   the  one  year   preceding   its
               termination.

     5.4. Third Party Information.  Employee understands,  in addition, that the
          Company has received and in the future will receive from third parties
          confidential  or proprietary  information  "Third Party  Information")
          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 their Engagement and thereafter,

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          Employee 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 her work for the Company)
          or use,  except in  connection  with her work for the  Company,  Third
          Party  Information  unless  expressly  authorized by an officer of the
          Company in writing.

     5.5. No Improper Use of Information of Prior  Employers and Others.  During
          the  Engagement  of  Employee  by  the  Company,   Employee  will  not
          improperly  use or  disclose  any  confidential  information  or trade
          secrets,  if any, of any former  employer or any other  person to whom
          Employee have an obligation of confidentiality,  and Employee 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 Employee have an obligation of  confidentiality  unless consented
          to in writing by that former employer or person.  Employee will use in
          the  performance  of her duties only  information  which is  generally
          known and used by persons with training and  experience  comparable to
          that of  Employee,  which  is  common  knowledge  in the  industry  or
          otherwise legally in the public domain, or which is otherwise provided
          or developed by the Company.

     5.6. Assignment of Inventions.

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

          5.6.2. Assignment of Inventions. Employee hereby assigns and agrees 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  rights,  if any, that the
               Company  believes  may  belong  to  the  Employee,   together  or
               separately,  as this may  apply to  technology  and  intellectual
               property  acquisition  ideas  submitted  to  the  Company  -  the
               "Submissions".  In the  circumstances  that the  counsel  for the
               Company  believes the Employee have  authorship  rights to any of
               the Submissions, the Employee,  individually,  shall assign, upon

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               request by the Company, if the form requested and when requested,
               all their individual and/or collective 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 them, either alone or jointly with others,
               during  the  period  of  their   engagement   with  the  Company.
               Inventions  assigned  to the  Company,  or to a  third  party  as
               directed  by  the  Company   pursuant  to  this  provision,   are
               hereinafter referred to as "Company Inventions."

          5.6.3. Government  or Third Party.  Employee also agrees to assign all
               their  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.  Works  for Hire:
               Employee acknowledges that all original works of authorship which
               are made by him (solely or jointly with others)  within the scope
               of Engagement by Employee and which are  protectable by copyright
               are "works made for hire,"  pursuant to United  States  Copyright
               Act (17 U.S.C. Section 101).

          5.6.4.  Enforcement of  Proprietary  Rights.  Employee 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 Employee
               will execute,  verify and deliver such documents and perform such
               other acts (including  appearances as a witness - with reasonable
               fees and costs paid by the Company) 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,  Employee  will  execute,
               verify and deliver  assignments of such Proprietary Rights to the
               Company  or its  designee.  Employee  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 Employee  engagement,  but the Company shall
               compensate   Employee  at  a  reasonable   rate  after   Employee
               termination  for the  time  actually  spent  by  Employee  at the
               Company's request on such assistance.

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6.   No CONFLICTING  OBLIGATION.  Employee  represents that their performance of
     all the terms of this  Agreement does not and will not breach any agreement
     to keep in confidence  information acquired by Employee in confidence or in
     trust prior to the Engagement by the Company.

7.   RETURN OF COMPANY  DOCUMENTS.  When the work by  Employee is  concluded  or
     terminated,  Employee  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.

8.   TERMINATION.  This  Agreement may be terminated by the Company in the event
     of the sale of the Company,  or for any other reason effective December 31,
     2002 or thereafter. Any obligation to pay salary by Color-Spec Technologies
     Inc. is deemed void and of no effect.

9.   PERMISSION TO PUBLISH. The Company is a publicly traded company and as such
     there may be the  necessity or desire on the part of the Company to publish
     the works of Employee, as may from time to time be: a)contracted, b) agreed
     to be  contracted  or  completed,  c) reports on review and analysis of the
     Company's products, etc. provided by Employee. The Employee understands and
     agrees to this and understands that the publications may include, by way of
     example: SEC Filings, PR Newswire,  the Company's web sites,  dissemination
     through PR firms.

10.  No PARTNERSHIP RELATIONSHIP.  Nothing in this Agreement,  either express or
     implied  may be  interpreted  to create a  partnership  or common  interest
     between the Company and the  Employee,  but rather the  relationship  is an
     Employer/ Employee relationship.

11.  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 Federal
     Express,  certified  mail,  or  facsimile  seven (7) days after the date of
     mailing.

12.  GENERAL PROVISIONS.

     12.1.1. 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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     12.1.2.  Successors  and Assigns.  This  Agreement will be binding upon the
          successors,   heirs,   executors,   administrators   and  other  legal
          representatives or the respective parties herein.

     12.1.3.  Survival.  The  provisions  of this  Agreement  shall  survive the
          termination  of Engagement and the assignment of this Agreement by the
          Company to any successor in interest or other assignee.

     12.1.4.  Engagement.  Employee agrees and understands  that nothing in this
          Agreement  shall  confer any right with  respect  to  continuation  of
          engagement  by the  Company,  nor shall it  interfere  in any way with
          Employee  right or the  Company's  right to  terminate  Engagement  of
          Employee at any time, with or without cause.

     12.1.5.  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.

     12.1.6. Entire Agreement.  The obligations pursuant to this Agreement shall
          apply to any time during which Employee was previously  engaged, or is
          in the future  engaged,  by the Company as a Employee  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  the  parties.   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 duties or compensation will not affect
          the validity or scope of this Agreement.

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     12.1.7.  Benefit  of  Counsel.  Each party to this  Agreement  have had the
          benefit of legal counsel and  representation  prior to executing  this
          Agreement.

THE PARTIES HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.


The Employee:


/s/ Janet Brophy
---------------------------------------
Janet Brophy

The Company:

PocketSpec Technologies Inc.


By: /s/  F. Jeffrey Krupka
    ---------------------------------------
      F. Jeffrey Krupka, CEO and President


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