Exhibit 10.11

CONFIDENTIAL

                           EMPLOYMENT AGREEMENT

This Retention Bonus and Stock Option Agreement (the  "Agreement")
sets forth the terms of the employment of Eric R. Majors with Maximum
Dynamics, Inc. or one of its affiliates  ("MXDY") commencing on the 8th
of October, 2002.  Mr. Majors 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 Executive 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 Board of Directors.
        You will also perform such other duties as the Board of Directors
        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 $108,000, 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: the Company receives at
        least $1 million in financing OR when the Company receives
        generates its first $250,000 in revenue. 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  $750,000 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 $291,600 subject to the terms described below.  One third
        of that amount (i.e.,  $97,200) 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 $291,600, 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
        Board of Directors 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 $108,000;
          (ii)  Your duties and responsibilities as Chief Executive
                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
      specific termination provision in this Agreement relied upon, and

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      (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. Should you not take vacation time in a given
      year, the time shall roll-over to the following year until
      termination of employment with the Company.

  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 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 asserted violation of the


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      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.


This Agreement is dated the 8th of October, 2002.


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


Maximum Dynamics, Inc.

By: /s/ Rodney Ramsay
   -----------------------
Name:  Rodney Ramsay
Title: President and Director


By:/s/ Eric R. Majors
   -----------------------
Name:  Eric R. Majors
Executive Signature


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