Exhibit 10.12



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

     This Engagement Agreement (the "Agreement") made and entered into effective
this 11th day of  December,  2002 and between  PocketSpec  Technologies  Inc., a
Colorado  Corporation,  hereafter  referred  to  as  ("PocketSpec"),  and  Chris
Wrigley, hereafter referred to as ("Wrigley").

                                    RECITALS

     WHEREAS,  PocketSpec  is  a  developer  and  retailer  of  color  measuring
technologies.  In addition,  PocketSpec owns rights to other technologies now in
development  and as discovered in the future.  In addition,  the  PocketSpec has
developed three color measurement products, the ColorQATM,  the ColorCheckTM and
the BronzCheckTM  which it produces and sells,  hereinafter  referred to as (the
"Current Projects").

     WHEREAS,  PocketSpec  has the need to expand  the  utility  of its  Current
Projects,  by way of a USB  linkage  to  other  computer  devices  in  order  to
download,  store and manipulate the data gathering  capabilities of PocketSpec's
current  products,  the  ColorQATM,   the  ColorCheckTM  and  the  BronzCheckTM,
hereinafter referred to as (the "Current Products");  and to create software and
firmware to use, store and manipulate the data gathered as well as integrate the
data into other software systems,  such as Microsoft Excel and Access, and other
point of sale  industry  specific  software  and hardware  systems.  The desired
development work is referred to as (the "Product Enhancements").

     WHEREAS, Wrigley is a qualified electrical engineer with limited experience
in programming and desires to assist  PocketSpec  with the Product  Enhancements
and PocketSpec agrees to contract Wrigley to complete the Product Enhancements.


<PAGE>


     WHEREAS,  PocketSpec has agreed to contract Wrigley to complete the Product
Enhancements  and also to pay for third party  developers  and  assistants  that
Wrigley  believes  must  be  hired  or  contracted  to  assist  in the  software
integration  and  development   portions  of  the  Product   Enhancements.   The
arrangements  described in this Agreement as they pertain to the contracting the
Wrigley and third parties are  hereinafter  referred to as (the  "Engagement") .
WHEREAS,  Wrigley and PocketSpec  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.    PocketSpec and Wrigley agree to the Engagement described above to complete
      the Product  Enhancements,  and the initial detail of work to be commenced
      is briefly described below:

1.1.  Review  current  electrical  design,  software and firmware of the Current
      Products and to design a new  circuitry  design  needed to integrate a USB
      port in accordance with needed Product Enhancements; and

1.2.  Create  software to will download data  gathering of the Current  Products
      into a spreadsheet program such as Microsoft Excel and/or Microsoft Access
      and create data bases and graphic  programs or  applications  for the said
      Microsoft Excel and/or Microsoft Access; and

1.3.  Provide  electronic  files and bill of  materials to be able to create new
      circuit boards with its contractor and to its board  assembler in order to
      produce prototype circuit boards for prototype or test products; and

<PAGE>


1.4.  Complete  testing of products  and make  improvements  to  electrical  and
      software designs as needed once assembled; and

1.5.  Provide  documentation and operating guide for use in the incorporation of
      the working design for  integration as a program  application of Microsoft
      Excel or Microsoft  Access,  into a CD format and  instruction  manual for
      resale by PocketSpec; and

1.6.  Once the Product  Enhancements  are completed as described in 1.1. through
      1.5. or during its commencement,  Wrigley shall review or PocketSpec other
      software,  firmware and  hardware for third party "Point of Sale"  systems
      for integrating the Product Enhancements,  hereinafter referred to as (the
      "Third Party  Systems"),  and to estimate the time  requirements and other
      costs  that  will  be  needed  to  create  software  modules  for  sale by
      PocketSpec, et al.; and

1.7.  If desired by PocketSpec, Wrigley shall accept code and operating/firmware
      from owners of Third Party Systems and begin  commencement  of integration
      of Product Enhancements into the Third Party Systems, and

1.8.  Provide  documentation and operating guide for use in the incorporation of
      the working system for integrating into modules of or incorporated designs
      of the Third Party  Systems  into a CD format and  instruction  manual for
      resale by PocketSpec; and

1.9.  As needed as agreed from time to time, to make  improvements,  programming
      changes and other market comment changes  requested by PocketSpec,  and/or
      its licensees; and

1.10. Housing changes:  PocketSpec  desires to maintain line of Current Products
      and to create Product  Enhancements by fitting the USB interface and cable
      attachments within the area reserved for the J Cell battery in its Current

<PAGE>

     Products.  The  Product  Enhancements  shall  include  cabling  designed by
     Wrigley and to be attached inside the existing battery door. When ready for
     production,  PocketSpec  will alter its battery  door to include a notch or
     whole  in the  rear  section  in order  to  cinch  down a  collared  cable.
     PocketSpec will have its cable  contractor  create the cables  according to
     Wrigley's specifications.  This shall create a relatively secure attachment
     of the USB port so that the device is not inadvertently detached during use
     and so that the device is not easily  stolen,  or damaged by falling to the
     floor during use. Housing changes shall be paid directly by PocketSpec.

2.    Devices and programming  equipment:  PocketSpec will provide needed copies
      or boards, cables, Current Products and other accessories to allow Wrigley
      to do his Engagement.

3.    Term of Engagement:

3.1.  This  Agreement  shall expire on December 31, 2003, and may be extended by
      simply memorandum, amendment or other confirmation documentation.

3.2.  Expiration or termination  of this  Agreement or the Engagement  shall not
      terminate compensation obligations on the part of PocketSpec.

4.    Compensation to Wrigley:

4.1.  Wrigley's out of pocket expenses shall be immediately  reimbursed in cash.
      Wrigley shall provide expense reports of materials and expenses to be paid
      out of pocket.  Where  convenient,  PocketSpec or its employees and agents
      shall  directly  pay for these costs with the  materials,  supplies,  etc.
      shipped to Wrigley for use; and
4.2.  Wrigley  shall  provide  a  monthly  statement  of work and total of hours
      through the last day of each month.

<PAGE>

      PocketSpec  shall  pay Wrigley  for his work at $75.00  per hour with free
      trading   S-8   stock  in  PocketSpec  deposited  directly  into Gill  and
      Associates  Inc., the  brokerage  company  selected  by  PocketSpec.   The
      deposit of shares  shall  be  computed   monthly to  pay for the  hours of
      work each month  with a per share  price  equal to the lowest  closing
      price for the stock during the month the work was performed; and

4.3.  PocketSpec has paid an initial  $1,500.00 payment for up to 20 hours of
      work for the month of December, 2002. This payment is based on $.25 per
      share or 6,000 shares which shall be issued effective December 11, 2002
      when this Agreement is signed by Wrigley,  and if more than 20 hours of
      work is billed for December, 2002, those additional hours shall be paid
      with stock at the said price per share; and

4.4.  Monthly  report of hours or work shall  include a brief detail of the work
      done during the month.

5.    Third Parties  Needed and Time  Constraints:  PocketSpec and Wrigley agree
      that an initial working model as detailed in 1.1.  through 1.5. is planned
      for completion  during March,  2003 and the work to conclude work detailed
      in 1.6.  through 1.10. is planned for completion  during June, 2003. While
      Wrigley is probably  capable of completing  much of the work  described in
      this  Agreement,  he  does  have  a full  time  job  and  given  the  time
      constraints, any person that Wrigley desires to hire to conclude the work,
      is approved  Carte Blanch up to  $20,000.00 in costs during the process of
      the  Engagement.  More then the  $20,000.00  shall have to be  approved by
      written  memorandum.  Wrigley is authorized to offer up to $75.00 per hour
      for the work and payment in cash or stock using the same formula, although
      Wrigley is  encouraged  to detail the task and time table and obtain a bid
      for the work as a single sum of money or stock for the bid hours.

<PAGE>


5.1.  Requirements of persons working with Wrigley:

     5.1.1. PocketSpec shall require a similar agreement to this Agreement,  but
          for limited duration and task.

     5.1.2.PocketSpec  may require the use of Gill and Associates  Inc., for any
          S-8 stock compensation and additional  documentation,  including a W-9
          tax withholding form for cash compensation,  whereby  withholdings may
          be required.

6.    Options  concerning  alternate  stock  transfers:  PocketSpec  agrees that
      Wrigley may periodically elect to accept restricted SEC Rule 144 stock, in
      lieu of any monthly entitlement, with a 50% premium. More specifically, if
      Wrigley  billed 100 hours for example  and the low closing  price would be
      $.30, he would be entitled to 25,000 shares of free trading S-8 stock. The
      alternate for restricted stock would entitle him to 37,500 shares. Wrigley
      may  open  a  joint  brokerage   account  and  direct  all  of  his  stock
      compensation  to be deposited in a joint account  instead of an individual
      account.

7.    Additional Provisions:

    7.1. NONDISCLOSURE.

     7.1.1. Recognition of  PocketSpec's  Rights;  Nondisclosure.  At during the
          Engagement and thereafter,  Wrigley will hold in strictest  confidence
          and  will  not  disclose,  use,  lecture  upon or  publish  any of the
          PocketSpec's  Proprietary  Information (defined below), except as such
          disclosure,  use or publication may be required in connection with the
          work of  Wrigley  for the  PocketSpec,  or  unless an  officer  of the
          PocketSpec expressly  authorizes such in writing.  Wrigley will obtain
          PocketSpec's  written  approval  before  publishing or submitting  for
          publication any material (written,  verbal, or otherwise) that relates
          to Wrigley work at PocketSpec and/or incorporates any


<PAGE>



Proprietary  Information.  Wrigley  hereby assign to the  PocketSpec  any rights
Wrigley may have or acquire in such  Proprietary  Information and recognize that
all Proprietary Information shall be the sole property of the PocketSpec and its
assigns.

     7.1.2.Proprietary  Information.  The term "Proprietary  Information"  shall
          mean any and all confidential  and/or proprietary  knowledge,  data or
          information  of  the  PocketSpec.  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 PocketSpec.  Notwithstanding the foregoing,  it
          is  understood  that,  at all  such  times,  Wrigley  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 their own
          skill,  knowledge,  know-how and experience to whatever  extent and in
          whichever way Wrigley wishes.

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

     7.2.1. solicit,  induce,  entice, or attempt to entice, any employee of the
          PocketSpec to terminate his or her engagement with the PocketSpec;


<PAGE>



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

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

7.3.  Third  Party  Information.  Wrigley  understands,  in  addition,  that the
      PocketSpec  has received and in the future will receive from third parties
      confidential  or  proprietary   information  ("Third  Party  Information")
      subject to a duty on the PocketSpec'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,  Wrigley  will hold
      Third Party Information in the strictest  confidence and will not disclose
      to  anyone  (other  than  PocketSpec  personnel  who  need  to  know  such
      information in connection with his work for the PocketSpec) or use, except
      in connection  with his work for the PocketSpec,  Third Party  Information
      unless expressly authorized by an officer of the PocketSpec in writing.

7.4. Approval prospective

                                     tain t


7.5.  Color  select' s.  PocketSpecs'  reasonably  keep Wrigley ased as to
      quantir  ColorQA  mode  are  rea  for  shipment[GRAPHIC   OMITTED][GRAPHIC
      OMITTED]

<PAGE>



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

8.    No CONFLICTING OBLIGATION.  Wrigley represents that his performance of all
      the terms of this  Agreement does not and will not breach any agreement to
      keep in  confidence  information  acquired by Wrigley in  confidence or in
      trust prior to the Engagement by the PocketSpec.

9.    RETURN OF POCKETSPEC  DOCUMENTS.  When the work by Wrigley is concluded or
      terminated,  Wrigley will deliver to the  PocketSpec any and all drawings,
      notes,  memoranda,  specifications,   devices,  formulas,  and  documents,
      together with all copies  thereof,  and any other  material  containing or
      disclosing  any  PocketSpec   Inventions,   Third  Party   Information  or
      Proprietary Information of the PocketSpec.

10.   TERMINATION,   CONTINUED  COMPENSATION   ENTITLEMENT.   Either  party  may
      terminate this  Agreement,  without cause by tendering  notice as provided
      herein. Termination shall not relieve either the PocketSpec or the Wrigley
      from  existing  obligations  to  each  other  at  the  time  of  any  such
      termination.

<PAGE>


11.   NO  PARTNERSHIP  OR   EMPLOYER/EMPLOYEE   RELATIONSHIP   Nothing  in  this
      Agreement,  either  express  or  implied  may be  interpreted  to create a
      partnership or common interest between the PocketSpec and the Wrigley, but
      rather the relationship  between the PocketSpec and the Wrigley is that of
      a contractor/Wrigley.  In addition, nothing in this Agreement shall impute
      any sort of  employer/employee  arrangement between the PocketSpec and the
      Wrigley.
12.   PUBLICATION. Wrigley understands that PocketSpec will be required to make
      an SEC disclosure of this Agreement.

13.   LEGAL AND EQUITABLE REMEDIES.

13.1. Wrigley agrees that the  provisions of this  Agreement are  reasonable and
      necessary protection  for the immediate and  substantial  interests of the
      PocketSpec, and  that  any  violation  of  these  provisions  would  cause
      substantial and irreparable injury to the PocketSpec.  Because services of
      Wrigley are personal and unique and because Wrigley may have access to and
      become acquainted with the Proprietary Information of the PocketSpec,  the
      PocketSpec  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 PocketSpec may have for a breach of this Agreement.

14.   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.


<PAGE>


15. GENERAL PROVISIONS.

     15.1.1. Governing  Law;  Consent to Personal  Jurisdiction.  This Agreement
          will be governed by and  construed  according to the laws of the State
          of  Colorado.   Wrigley  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  Wrigley  by the  PocketSpec  arising  from or related to this
          Agreement.

     15.1.2. 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.

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

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



                                  cc, &) L' - ~


<PAGE>



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

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

     15.1.7. Entire Agreement.  The obligations pursuant to this Agreement shall
          apply to any time during which Wrigley was previously  engaged,  or is
          in the future  engaged,  by  PocketSpec  as a Wrigley  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.

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


<PAGE>



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


Wrigley:


By:     /s/ Chris Wrigley
        -----------------
        Chris Wrigley


Address:        3928 Burritt Way
La Crescenta, California 91214
Telephone       818.541.1858 (home) 818.354.3365 (work)
Email           cwri leylPearthlink.net Tax ID


POCKETSPEC:


By:     /s/ F. Jeffrey Krupka
        ---------------------
        F. Jeffrey Krupka


Address:        3225 East 2nd Avenue Denver, Colorado 80206
Telephone 303.393.8020 Facsimile 303.393.1700

Email           ikrupka@pocketspec. com