SUNDOG CORPORATION
                              EMPLOYMENT AGREEMENT

This  EMPLOYMENT  AGREEMENT  ("Agreement")  is  entered  into  this  9th  day of
November,  2000  (hereinafter  the  "Effective  Date")  by  and  between  Sundog
Technologies,  Inc.,  10542 Jordan Gateway,  Suite 200, South City Jordan,  Utah
84095     ("Sundog"),     and    Richard     Holland,     whose    address    is
3257 Shelby Court Salt Lake City, UT 84121 ("Employee").

         WHEREAS,  Sundog has entered into a Letter of Intent,  dated August 23,
2000 ("LOI") to acquire  substantially  all of the assets of Ensign  Information
Systems, Inc. ("Ensign"); and

         WHEREAS,  Employee is (i) a founder of Ensign,  (ii) the  President and
Chief  Executive  office  of  Ensign,  (iii)  the  principle  developer  of  the
intellectual  property  encompassed in the software and hardware products Ensign
is  currently  providing  to the  marketplace;  and  (iv)  key to the  continued
development of the Ensign technology; and

         WHEREAS,  as a condition to entering  into a definitive  agreement  and
closing the transaction  contemplated by the LOI Sundog desires to enter into an
agreement  with  Employee  to assure  that his  expertise  remains  with  Sundog
following the transaction closing; and

         WHEREAS,  Employee also desires to enter in to an agreement with Sundog
whereby his  services  will be  available to Sundog for a term of at least three
(3) years;

NOW  THEREFORE,  In  consideration  for Sundog  entering  into and  closing  the
transaction  evidenced  by  the  LOI;  and,  further,  in  consideration  of the
employment of Employee by Sundog and payment of wages,  fees,  benefits or other
remuneration,  the  sufficiency  of which is hereby  acknowledged,  the  parties
mutually agree as follows:

I.       GENERAL PROVISIONS

         1.1 Position.  Sundog agrees to employ  Employee and Employee agrees to
serve as Executive  Vice  President  of Sundog and also as the  President of the
Business  Systems  Division of Sundog,  which may change from time to time based
upon Sundog's business needs. Sundog has the right to assign Employee additional
or substitute titles and duties as Sundog may determine in its sole and absolute
discretion.

         1.2  Compensation.  As compensation for employment  services  rendered,
Sundog agrees to provide Employee with a total compensation  package of $170,000
annually,  payable in accordance with Sundog payroll policies ("Target Income").
The Target Income shall consist of a base salary  ("Base  Compensation")  and an
annual  bonus  based on  achieving  financial  and/or  non-financial  objectives
established by Sundog with input from employee ("Bonus").  For the first year of
this Agreement, Employee's Base Compensation will be $150,000 and the Bonus will
consist  of  $20,000.  The  parties  agree that  Sundog  has the  right,  in its
discretion, to prospectively change the amount and nature of compensation.

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         1.3  Employee's  Conduct.  Employee  agrees to  perform  the  duties as
specified  by  Sundog  in  a  competent  and  responsible   manner  and  to  the
satisfaction  of Sundog.  Employee agrees not to engage in any of the conduct or
practices  prohibited  under this  Agreement  or which  could  reflect on Sundog
negatively. Employee agrees to abide by policies, procedures, and guidelines set
forth from time to time in handbooks and other materials provided to Employee.

         1.4 Term.  Employee's  employment  with  Sundog  shall  commence on the
Effective  Date and shall  continue  for three (3) years  (the  "Term"),  unless
terminated  pursuant  to Section  1.5 or  Section  1.6.  Thereafter,  Employee's
employment at Sundog shall be "at will."  Following  the Term,  either party may
terminate Employee's employment, at any time, and for whatever reason.

         1.5  Termination  For  Cause.  Notwithstanding  any  provision  in this
Agreement to the  contrary,  Sundog may terminate  Employee's  employment at any
time for Cause.  Termination shall be for Cause if: (a) Employee embezzles funds
of  Sundog  or any of its  subsidiaries,  is  convicted  of a  felony  or  gross
misdemeanor or any criminal  activity  involving  dishonesty,  fraud,  breach of
trust or  involving  money or  property of Sundog,  (b)  Employee  breaches  any
provisions of this Agreement,  or (c) Employee  engages in continuing  substance
abuse of alcohol or drug. In the event of termination  for Cause,  Employee will
be entitled  only to wages earned prior to the  effective  date of  termination,
computed  pro rata.  Employee  will not be entitled  to any other  compensation,
damages, or other amounts.

         1.6 Termination for Convenience.  Notwithstanding any provision of this
Agreement to the  contrary,  Sundog may terminate  Employee's  employment at any
time,  in  Sundog's  sole   discretion   and  solely  at  Sundog's   convenience
(termination for  "Convenience").  Where Employee is terminated for Convenience,
Sundog shall continue to make compensation  payments to Employee,  in accordance
with Sundog  payroll  schedules  and  policies,  in an amount equal to Employees
Target Income of $170,000,  annually ("Termination  Compensation").  Termination
Compensation shall cease on the last day of the Term.

         1.7 Benefits.  During the period of Employee's  employment and provided
eligibility  requirements have been satisfied, if any, Employee will be entitled
to receive  all  standard  employee  benefits  then in effect for  employees  of
Sundog,  including  but not limited to vacation,  holidays,  medical  insurance,
retirement benefits and sick leave.

         1.8  Relocation.  In no event  shall  Employee  be required to relocate
outside of the State of Utah without  Employees  written  consent.  In the event
Sundog (or their successor)  requires  Employee to relocate outside of Utah as a
condition  of  continued  employment,  Sundog  shall  provide  notice of such to
Employee in writing.  If Employee  elects not to relocate and notifies Sundog in
writing  of the same,  and  should  Employee  be  terminated  as a result of his
failure to relocate outside the state of Utah, such action shall be construed as
Sundog having terminated Employee for Convenience,  as set forth in Section 1.6,
above

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II.      CONFIDENTIAL INFORMATION

         2.1  Non-disclosure  of Confidential  Information.  Employee agrees and
acknowledges   that  the  terms   "Confidential   Information"  or  "Proprietary
Information" or any variation thereof  incorporating the terms "Confidential" or
"Proprietary"  shall  mean  any  and all  confidential,  proprietary  or  secret
information  not in the public  domain,  emanating  from or  relating to Sundog,
including but not limited to, trade secrets,  technical information,  methods of
operation and procedures,  know-how, computer programs, designs,  documentation,
financial information, customer lists or requirements,  research and development
tests and reports,  formulas,  specifications,  disks and printouts,  product or
marketing plans or any other compilation of written information which is used in
Sundog's  business and which gives Sundog an  opportunity to obtain an advantage
over its  competitors.  Employee agrees and  acknowledges  that all Confidential
Information,  in any form, and copies and extracts thereof, is and are and shall
remain the sole and  exclusive  property  of Sundog  and,  upon  termination  of
Employee's  employment  with Sundog,  Employee hereby agrees to return to Sundog
the originals and all copies of any  Confidential  and  Proprietary  Information
provided  or  acquired by  Employee  during the period of  employment.  Employee
agrees not to  disclose to any person  (except to other  Sundog  employees  on a
"need to know" basis) or entity,  or use for the benefit of any person or entity
other than Sundog, any Confidential Information, except upon the express written
consent of Sundog, or as otherwise required by law. This Paragraph shall survive
termination of Employee's employment with Sundog for a period of ten (10) years.

         2.2  Confidential  Information of Third Parties.  Employee  understands
that  confidential  information  may be  submitted  to Sundog by other  persons,
businesses or entities.  Employee  further  understands  that as a condition for
receiving said confidential  information,  Sundog may enter into agreements with
said other  persons,  businesses or entities  restricting  or  prohibiting  use,
transfer or  disclosure of said  confidential  information.  Employee  agrees to
respect  any such  agreements  and to  avoid  any  action  or  inaction  that is
inconsistent  with  the  obligations  lawfully  imposed  on  Sundog  thereunder.
Employee  further agrees to treat said  confidential  information  with the same
degree of care that is afforded to information confidential to Sundog

III.      INVENTIONS AND PRODUCT DEVELOPMEMNT

         3.1 Disclosure  Obligations.  Employee will fully and promptly disclose
and  furnish  to  Sundog  a  complete  record  of any  and  all  inventions  and
improvements,  whether patentable or not, which Employee, solely or jointly, may
conceive,  make,  discover,  or first  disclose  during  the  period of  his/her
employment by Sundog which relate to Sundog's business or to Sundog's reasonably
anticipated  business  (each,  an  "Invention").  Employee  agrees  to make  and
maintain adequate and current written records of all such Inventions in the form
of notes,  sketches,  drawings, or reports relating thereto, which records shall
be and remain the property of and available to Sundog at all times.

         3.2 Assignment.  Employee agrees to and does hereby grant and assign to
Sundog or its nominee  his/her  entire  right,  title and interest in and to any
Inventions,  together  with any and all  domestic  and  foreign  rights  in such
Inventions.  However,  no  provision  in this  Agreement  is intended to require
assignment  of any Employee  rights in an Invention if no  equipment,  supplies,
facilities,  time, software, resource, or trade secret information of Sundog was
used, and the information was developed entirely on Employee's own time, and the
invention  does not relate to the  business of Sundog or to  Sundog's  actual or
anticipated  research or  development or does not result from any work performed
by Employee for Sundog.

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         3.3 Execution of Documents  and Prior  Inventions.  Employee  agrees to
fully  cooperate  with Sundog in securing full benefit and protection for Sundog
in said inventions and improvements  including patent or copyrights  protection,
wherever and whenever Sundog should elect.  Employee will execute all papers and
documents  and do such other action  reasonably  requested by Sundog at any time
during and after employment by Sundog, without additional  compensation,  but at
Sundog's expense. There are no inventions which Employee has made heretofore and
which Employee desires to be excluded from this Agreement.

         3.4 No Additional  Consideration.  Other than the consideration  stated
herein,  Employee has not been promised,  and shall not claim, any additional or
special  payment for compliance  with the covenants and agreements  contained in
this Agreement.

IV.      COMPETITIVE ACTIVITIES AFTER EMPLOYMENT

         4.1 Non-Compete. Employee agrees that, if his employment terminates for
any reason,  Employee will not thereafter  engage  directly or indirectly in, as
principal, agent, officer, or in any other capacity, or have any interest in, or
perform services for, a business that engages in any business  operation that is
competitive  with  Sundog's  business  for a period  of two (2)  years  from the
termination  of Employee's  employment  with Sundog.  Such  prohibited  activity
includes,  but is not limited to, any research,  development,  creation,  sales,
marketing, promotion, endorsement, sponsorship, licensing, rental, lease, and/or
commercialization of any product or service competitive with any or the products
of services offered by Sundog.  The geographic scope of the restrictions of this
paragraph  shall be limited to North  America  and any  foreign  market in which
Sundog conducts business.

         4.2 Non-Solicitation.  Employee agrees that upon the termination of his
employment with Sundog and for a period of two (2) years thereafter, he will not
(a) on behalf of a business  that offers  products or services that compete with
those of Sundog,  solicit the  purchase of such  competing  products or services
from any party who is a  customer,  client,  account  or vendor of Sundog on the
date of termination of his employment, (b) divert, solicit, employ or attempt to
divert, solicit or employ, any employees of Sundog who are employees on the date
of termination of his employment.

         4.3  Injunctive  Relief.  Employee  acknowledges  that  breach  of this
covenant would cause loss to Sundog not fully  compensable in monetary  damages.
Employee consents to entry of an order for injunctive  relief,  either temporary
or  permanent,  or any  other  remedy,  at law or  equity,  which  Sundog  deems
necessary to protect its rights under this Agreement.

         4.4  Reasonableness.  Employee  acknowledges  that  the  terms  of this
Agreement  are  reasonable  and that they  represent  the least  restriction  on
Employee's  future  employment  and ability to earn a living that are consistent
with protection of Sundog's business,  trade secrets and the Inventions.  In the
event  that the  duration,  geographic  scope or  scope of  business  activities
affected by this Section 4 are determined to be invalid or unenforceable,  it is
expressly  agreed that the relevant  provisions shall be construed to cover only
that  duration,  geographic  scope or  business  scope  which may be validly and
enforceably  covered (and any court or tribunal is hereby authorized to so amend
this Agreement).

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V.       GENERAL PROVISIONS

         5.1 Entire  Agreement.  This Agreement sets forth the entire  agreement
between  the  Employee  and Sundog and cannot be modified or altered nor can any
provision  hereof  be  waived  except in  writing  signed  by a duly  authorized
representative  of Sundog and  Employee.  The parties  agree that they may enter
into other  agreements,  including but not limited to, stock option  agreements,
which shall not  supersede or modify this  Agreement in any respect  unless such
other  agreements  expressly  provide  that they shall  supersede or modify this
Agreement.  This  Agreement  shall  supersede the terms of any prior  employment
agreement or understanding between Employee and Sundog.

         5.2  Invalidity  of  Provision.  In the  event  any  provision  of this
Agreement is held to be invalid, illegal, or unenforceable,  in any respect, any
such provision(s) shall be construed or eliminated to the extent necessary under
applicable law and the other provisions of this Agreement shall not be affected.

         5.3 Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the  Employee,  his or her heirs,  executors,  administrators,  and
legal representatives and Sundog, its successors and assigns.

         5.4 Notice.  Any written notice required or permitted to be given under
this Agreement shall be sufficient if personally delivered or sent by registered
or certified  mail to the Employee at his or her last known  mailing  address or
residence, or to Sundog at its principal office.

         5.5 Enforcement. Sundog and Employee understand and agree that Employee
is  employed in a position in which  Employee  will have access to  confidential
material and trade secrets of a special,  unique,  unusual, and extraordinary or
intellectual character which gives it peculiar value, the loss of which Employee
agrees cannot be fully or adequately  compensated in damages in an action at law
and would cause Sundog  immediate and irreparable  damage.  Employee agrees that
Sundog shall be entitled to preliminary and other  injunctive  relief,  that may
include but shall not be limited to,  restraining  Employee  from  rendering any
service or performing  any activity that would breach this  Agreement,  an order
for specific relief, and other equitable relief. However, no remedy conferred by
any of the specific  provisions of this Agreement is intended to be exclusive of
any other remedy,  and each and every remedy shall be cumulative and shall be in
addition to every other remedy given  hereunder or now or hereafter  existing at
law or in equity or by statute or  otherwise.  The  election  of any one or more
remedies by Sundog  shall not  constitute  a waiver of the right to pursue other
available remedies.

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         5.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Utah.

         5.7  Survivability.  Sections  II, IV and 5.7 of this  Agreement  shall
survive termination of this Agreement and Employee's employment with Sundog.

                                    SUNDOG TECNOLOGIES, INC


                                    By: /s/ Alan Rudd
                                        ----------------------------------------
                                            Alan Rudd, President



                                    EMPLOYEE

                                    By: /s/ Richard Holland
                                       -----------------------------------------
                                            Richard Holland, an individual

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