Exhibit 10.12

CONFIDENTIAL

                         EMPLOYMENT AGREEMENT

This Retention Bonus and Stock Option Agreement (the  "Agreement")
sets forth the terms of the employment of Paul Stabnow with Maximum
Dynamics, Inc. or one of its affiliates  ("MXDY") commencing on the 8th
of October, 2002.  Mr. Stabnow is referred to in this Agreement as
"you" or "the executive," and MXDY and its affiliates are referred to
collectively as the "Company."  Congratulations on joining the MXDY
team.

     1. Duration.  The term of this Agreement will begin on the 8th of
        October 2002 and end three years later, unless sooner terminated
        (the "Employment Term").

     2. Title.  You will be employed as Chief Technology Officer.  You
        will devote your best efforts and all of your business time,
        attention and skill to the performance of the duties associated
        with this position.  You will report to The Chairman and Chief
        Executive Officer or his/her successor.  You will also perform
        such other duties as The Chairman and Chief Executive Officer or
        his/her successor may in good faith assign to you, which shall
        not be inconsistent with your position with MXDY.  Your principal
        place of employment will be Denver, CO or Colorado Springs, CO.

     3. Compensation.  Your annual base salary will be $102,000, which
        will be paid to you in accordance with MXDY normal payroll
        procedures as set forth in your employment agreement. You will be
        eligible to receive a target bonus equal to 80% of your base
        salary each year with said bonus subject to approval by the Board
        of Directors.  Salary compensation shall commence whenever the
        first of any of the following occurs: Eric Majors begins
        receiving salary compensation OR when the Company receives at
        least $1 million in financing OR when the Company receives at
        least $50,000 in revenue per month. In addition, to this salary,
        Employee will receive any bonuses, incentives, stock options, or
        other compensated items based upon performance as set forth in
        sections 3 and 5. The initial base salary may be increased every
        3 months at the discretion of the Board of Directors of the
        Company.

        You will be eligible to participate in the MXDY Stock-Based
        Incentive Plan upon its formation. You will also be eligible for
        an annual option target grant of approximately  $500,000 at a
        forty percent discount off of the bid price. Annual option target
        grant shall begin one year from the date of this agreement.
        Additional stock option grants are discretionary and must be
        approved by the Board of Directors of MXDY Inc. on an annual
        basis.  Other than your annual option target grant, MXDY is not
        obligated to make any kind of option grant to you.

     4. Benefits. During your employment, you will be eligible to
        participate in the applicable benefit plans and programs
        generally made available to other MXDY executives of similar
        status, primary place of employment and title to you.  You
        recognize that these plans and programs may change at any time.

     5. Retention Bonus.  You will be eligible for a retention bonus of
        up to $275,400 subject to the terms described below.  One third
        of that amount (i.e.,  $91,800) will be paid to you only if you
        are employed by MXDY on the first anniversary of the date of this
        Agreement. Another third of that amount will be paid to you only
        if you are employed by MXDY on the second anniversary of the date
        of this Agreement.  And, the last third of that amount will be
        paid to you only if you are employed by MXDY on the third
        anniversary of the date of this Agreement.  All such amounts will
        be paid as soon as reasonably practicable following the
        respective anniversary dates. The amounts may be paid with shares


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        of Common Stock of MXDY. The share price used to convert such
        payment shall be the share price upon the day of payment.

     6. Termination. If your employment is terminated by MXDY without
        "Cause" (as defined below) or you terminate your employment with
        "Good Reason"  (as defined below), MXDY sole obligation to you
        hereunder shall be to pay or provide to you (i) any accrued and
        unpaid base salary earned through the date of termination,  (ii)
        an amount equal to $275,400, less the amount of all payments
        theretofore paid to you pursuant to Section 5 hereof and (iii)
        for the duration of the three-year Employment Term, medical,
        dental and  life  insurance benefits  as if your  employment  had
        not been  terminated;  provided, however,  that if you become
        reemployed with another employer and are eligible to receive
        medical or other welfare  benefits  under another employer-
        provided   plan,  the  medical  and  other  welfare  benefits
        described herein shall be secondary to those provided under such
        other plan during such applicable  period of eligibility.  You
        may terminate your employment for Good Reason only if you provide
        MXDY written notice of such termination   within ninety days of
        the occurrence of Good Reason.

        If your employment with MXDY terminates for "Cause" or you
        terminate without "Good Reason," MXDY sole obligation to you
        hereunder shall be to pay to you any accrued and unpaid base
        salary earned through the date of termination.

        For purposes of this Agreement "Cause" shall mean:
           (i) Your   willful   and   continued   failure to perform
        substantially your duties with MXDY  (other than any such failure
        resulting from incapacity due to physical or mental illness)
        which has not been cured within thirty days after a written
        demand for substantial performance is delivered to you by the
        Chief Executive Officer of MXDY which specifically identifies the
        manner in which you have not substantially performed your duties,
        or
          (ii) Your willfully engaging in illegal conduct or gross
        misconduct, which is materially and demonstrably injurious to
        MXDY.

        For purposes of this provision, no act or failure to act on your
        part shall be considered "willful" unless it is done, or omitted
        to be done, by you in bad faith or without reasonable belief that
        your action or omission was in the best interests of MXDY.

        For purposes of this Agreement "Good Reason" shall mean:
          (i) Your base salary is reduced below $102,000;
         (ii) Your duties and responsibilities as Chief Technology
              Officer are materially and adversely diminished, excluding
              for this purpose an isolated, insubstantial and inadvertent
              action not taken in bad faith and which is remedied by MXDY
              promptly after written notice thereof is given by you to
              MXDY; or
        (iii) You are required to be based at a location more than
              60 miles from the location where your employment is based
              pursuant to this Agreement.

        The severance pay and benefits provided for in this Section 6
        shall be in lieu of any other severance pay to which you may be
        entitled under any severance policy; employment agreement or
        other policy, plan or program with MXDY or any of its affiliates.
        Your entitlement to any compensation or benefits other than as
        provided herein shall be determined in accordance with the
        employee benefit plans of MXDY as in effect from time to time and
        as may be modified.

        Any termination by MXDY for Cause, or by you for Good Reason,
        shall be communicated by a Notice of Termination to the other
        party hereto.  For purposes of this Agreement, a "Notice of
        Termination" means a written notice which (i) indicates the


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        specific termination provision in this Agreement relied upon, and
        (ii) to the extent applicable, sets forth in reasonable detail
        the facts and circumstances claimed to provide a basis for
        termination of your employment under the provision so indicated.
        The failure by you or MXDY to set forth in the Notice of
        Termination any fact or circumstance which contributes to a
        showing of Good Reason or Cause shall not waive any right of
        yours or MXDY, respectively, hereunder or preclude you or MXDY,
        respectively, from asserting such fact or circumstance in
        enforcing yours or MXDY rights hereunder.

     7. Employment At-Will.  At the end of the three year term of this
        Agreement, you will be employed on an at-will basis, such that
        you may terminate your employment at any time and MXDY may
        terminate your employment at any time for any reason.

     8. Confidentiality or Proprietary Information.  You agree, during or
        after the term of this employment for a period of 24 months, not
        to reveal confidential information, or trade secrets to any
        person, firm, corporation, or entity.  Should you reveal or
        threaten to reveal this information, the Company shall be
        entitled to an injunction restraining you from disclosing same,
        or from rendering any services to any entity to whom said
        information has been or is threatened to be disclosed.

     9. Reimbursement of Expenses.  You may incur reasonable expenses for
        furthering the Company's business, including expenses for
        entertainment, travel, and similar items.  The Company shall
        reimburse you for all business expenses after you present an
        itemized account of expenditures, pursuant to Company policy.

    10. Vacation.  You shall be entitled to a yearly vacation of 3
        weeks at full pay.

    11. Disability.  If you cannot perform the duties because of
        illness or incapacity for a period of more than 2 weeks, the
        compensation otherwise due during said illness or incapacity will
        be reduced by 20 percent.  Your full compensation will be
        reinstated upon return to work.  However, if you are absent from
        work for any reason for a continuous period of over 3 months, the
        Company may terminate your employment, and the Company's
        obligations under this agreement will cease on that date.

    12. Death Benefit.  Should you die during the term of
        employment, the Company shall pay to your estate any compensation
        due for 3 months at the end of the month in which death occurred.

    13. Restriction on Post Employment.  For a period of 24 months
        after the end of employment, you shall not control, consult to or
        be employed by any business similar to that conducted by the
        company, either by soliciting any of its accounts or by operating
        within Employer's general trading area.

    14. Entire Agreement.   This Agreement sets forth the entire
        agreement of the parties with respect to your employment with
        MXDY and any of its affiliates and the termination thereof, and
        supercedes any and all agreements, oral or written, with respect
        thereto, and any offer letters or other employment  terms and
        conditions,  which are  hereby  superceded  and rendered null and
        void.

    15. Effective Date. The rights and obligations of the parties
        under this Agreement will be effective on the date of signing of
        this Agreement by both parties.


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    16. Governing Law.  The validity, interpretation, construction
        and performance of this Agreement shall in all respects be
        governed by the laws of Colorado, without reference to principles
        of conflict of law.

    17. Disclosure.  From and after the date of execution of this
        Agreement, you will not disclose this Agreement, or any of its
        contents, to any person, entity or corporation other than your
        spouse, immediate family, attorney, tax advisor or financial
        advisor. You may discuss this Agreement with Executive Officers
        in MXDY Human Resources or Legal departments.

    18. Taxes.  All payments and benefits hereunder shall be
        subject to all applicable taxes required to be withheld by MXDY
        pursuant to federal, state or local laws.

    19. Cooperation.  In the event of your termination, for
        whatever reason, you shall cooperate with MXDY and be reasonably
        available to MXDY with respect to continuing and/or future
        matters arising out of your employment or any other relationship
        with MXDY, whether such matters are business-related, legal or
        otherwise.  You shall be compensated for such services at hourly
        rates approximately proportionate to your weekly salary divided
        by forty plus expenses. Any testimony you give must be truthful
        and accurate.

    20. Non-Waiver of Rights.  The failure to enforce at any time
        the provisions of this Agreement or to require at any time
        performance by the other party of any of the provisions hereof
        shall in no way be construed to be a waiver of such provisions or
        to affect either the validity of this Agreement or any part
        hereof, or the right of either party to enforce each and every
        provision in accordance with its terms.

    21. Solicitation of Employees.  You agree that for the one (1)
        year period following your termination of employment with MXDY,
        you will not, either directly or indirectly, alone or in
        conjunction with another party, solicit, employ, or attempt to
        employ, any individual who on the date of termination is, or
        within one year prior thereto was, an employee of MXDY.

    22. Non-Assignment. You shall not assign all or any portion of
        this Agreement without the prior written consent of MXDY.

    23. Modification.  No provision of this Agreement may be
        modified, altered or amended except by an instrument in writing
        executed by the parties hereto.

    24. Full Settlement.  MXDY obligation to make the payments
        provided for in this Agreement and otherwise to perform its
        obligations hereunder shall not be affected by any set-off,
        counterclaim, recoupment, defense or other claim, right or action
        which MXDY may have against you. In no event shall you be
        obligated to seek other employment or take any other action by
        way of mitigation of the amounts payable to you under any of the
        provisions of this Agreement and such amounts shall not be
        reduced whether or not you obtain other employment.

    25. Confidential Information.  You shall hold in a fiduciary
        capacity for the benefit of MXDY all secret or confidential
        information, knowledge or data relating to MXDY, and its
        businesses, which shall have been obtained by you during your
        employment by MXDY (including Barrington Gap and any of its
        affiliates) and which shall not be or become public knowledge
        (other than by acts by you or representatives of you in violation
        of this Agreement). After termination of your employment, you
        shall not, without the prior written consent of MXDY or as may
        otherwise be required by law or legal process, communicate or
        divulge any such information, knowledge or data to anyone other
        than   MXDY and those designated by it.  In no event shall an

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        asserted violation of the provisions of this Section 20
        constitute a basis for deferring or withholding any amounts
        otherwise payable to you under this Agreement.

    26. Arbitration.  By signing this Agreement, you agree that all
        claims or disputes covered by this Agreement or otherwise arising
        out of or relating to your employment during the term of the
        Agreement must be submitted to binding arbitration and that this
        arbitration will be the sole and exclusive remedy for resolving
        any such claim or dispute. This promise to resolve claims by
        arbitration is equally binding upon both you and MXDY.

        Any arbitration will be administered by the American Arbitration
        Association under its Commercial Arbitration Rules.  The
        arbitrator shall apply the Federal Rules of Evidence.  The
        arbitrator shall have jurisdiction to hear and rule on pre-
        hearing disputes and is authorized to hold pre-hearing
        conferences by telephone or in person, as the arbitrator deems
        necessary.

        The Company shall pay the costs of arbitration and each party
        shall bear its own expenses; provided, that if you are the
        prevailing party in any such proceeding, the Company shall
        reimburse you for your reasonable costs and expenses, including
        attorney's fees, incurred in connection with such proceeding.


If you accept the terms of this Agreement, please sign below in the
space provided.


Maximum Dynamics, Inc.

By:                             Date:
    ----------------------           -------------------
Name:  Eric R. Majors
Title: Chief Executive Officer


By: /s/Paul Stabnow             Date:
 -------------------------           -------------------
Name:  Paul Stabnow
Executive Signature



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