EXHIBIT 10.5
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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement"),  dated the 1st of December, 2001, is by
and between Indiginet,  Inc., a Florida corporation,  (Company),  and Clinton J.
Wilson (Employee), a Colorado, resident.

RECITALS
--------

A. Employee  possesses certain unique skills,  talents,  contacts,  judgment and
knowledge of the Company's businesses, strategies, ethics and objectives.

B. In order  to  provide  for  continuity  in the  executive  management  of the
Company,  which  continuity  is deemed to be vital to the  continued  growth and
success of the  Company,  and in order that the  Company  may  continue to avail
itself of the unique  skills,  talents,  contacts,  judgment  and  knowledge  of
Employee,  the Company desires to ensure the retention of Employee in the employ
of the Company.

C. Employee  desires to be assured of duties and  responsibilities  commensurate
with  Employee's  education,  experience  and  background,  and  salary,  bonus,
incentive compensation and other benefits and perquisites at levels that reflect
Employee's anticipated future contributions to the Company.

IN CONSIDERATION of the foregoing premises and the parties' mutual covenants and
undertakings  contained in this  Agreement,  the Company and  Employee  agree as
follows:

ARTICLE 1. DEFINITIONS

Capitalized  terms  used in this  Agreement  shall have  their  defined  meaning
throughout the Agreement.  The following terms shall have the meanings set forth
below, unless the context clearly requires otherwise.

1.1 "Agreement" means this Employment Agreement, as from time to time amended.

1.2 "Base Salary" means the total annual cash compensation  payable on a regular
periodic basis, without regard to voluntary or mandatory deferrals, as set forth
at paragraph 3.1 of this Agreement.

1.3  "Beneficiary"  means the  person or  persons  designated  in writing to the
Company by Employee to receive benefits  payable after Employee's  death. In the
absence  of  such  designation  or in the  event  that  all of  the  persons  so
designated predecease Employee. Beneficiary means the executor, administrator or
personal representative of Employee's estate.

1.4 "Board" means the Board of Directors of the Company.

1.5 "Cause" has the meaning set forth at paragraph 4.2 of this Agreement.

1.6 "Company" means all of the following,  jointly and severally: (a) Indiginet,
Inc.; (b) any Subsidiary; and (c) any Successor.

1.7  "Confidential  Information:  means  information  that is proprietary to the
Company or  proprietary  to others and entrusted to the Company,  whether or not
trade  secrets.  Confidential  Information  includes,  but  is not  limited  to,
information  relating  to  business  plans  and  to  business  as  conducted  or
anticipated  to be conducted,  and to past or current or  anticipated  products.
Confidential   Information  also  includes,   without  limitation,   information
concerning research, development, purchasing, accounting, marketing, selling and
services.  All information that has a reasonable basis to consider  confidential
is Confidential Information,  whether or not originated by and without regard to
the manner in which Employee  obtains  access to this and any other  proprietary
information.

1.8 "Date of Termination"  has the meaning set forth at paragraph 4.6(b) of this
Agreement.



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1.9  "Disability"  means the  unwillingness  or inability of Employee to perform
Employee's  duties under this Agreement because of incapacity due to physical or
mental illness, bodily injury or disease for a period of four (4) months.

1.10 "Employee" means Clinton J. Wilson.

1.11 "Good Reason" has the meaning set forth at paragraph 4.3 of this Agreement.

1.12 "Notice of  Termination"  has the meaning set forth at paragraph  4.6(a) of
this Agreement.

1.13 "Plan" means any bonus or incentive compensation agreement,  plan, program,
policy or arrangement sponsored, maintained or contributed to by the Company, to
which  the  Company  is a party or under  which  employees  of the  Company  are
covered,  including,  without limitation,  any stock option, restricted stock or
any other equity-based  compensation plan, annual or long-term incentive (bonus)
plan, and any employee benefit plan, such as a thrift,  pension, profit sharing,
deferred compensation,  medical, dental,  disability,  accident, life insurance,
automobile allowance,  perquisite,  fringe benefit,  vacation,  sick or parental
leave,  severance or  relocation  plan or policy or any other  agreement,  plan,
program,  policy or  arrangement  intended  to benefit  employees  or  executive
officers of the Company.

1.14 "Subsidiary" means any corporation, at least a majority of whose securities
having  ordinary  voting  power  for  the  election  of  directors  (other  than
securities having such power only by reason of the occurrence of a contingency),
at the time owned by the Company and/or one (1) or more Subsidiaries.

1.15 "Successor" has the meaning set forth at paragraph 7.2 of this Agreement.

1.16 "Inventions" means ideas, improvements and discoveries, whether or not such
are  patentable  or  copyrightable,  and whether or not in writing or reduced to
practice.

1.17 "Works of Authorship"  means writings,  drawings,  software,  semiconductor
mask  works,  and any  other  works  of  authorship,  whether  or not  such  are
copyrightable.

ARTICLE 2. EMPLOYMENT, DUTIES AND TERM

2.1 EMPLOYMENT.  Upon the terms and conditions set forth in this Agreement,  the
Company  hereby  employs  Employee,  and Employee  accepts such  employment,  as
President. Except as expressly provided herein, termination of this Agreement by
either  party  or by  mutual  agreement  of the  parties  shall  also  terminate
Employee's employment by Company.

2.2 DUTIES.  During the term of this  Agreement,  and  excluding  any periods of
vacation,  disability  or other leave to which  Employee is  entitled,  Employee
agrees to devote full time  attention and time during normal  business  hours to
the business and affairs of the Company and to the extent necessary to discharge
the  responsibilities  assigned to Employee  hereunder  and under the  Company's
bylaws, as amended from time to time, to use Employee's  reasonable best efforts
to perform faithfully and efficiently such responsibilities.  During the term of
this  Agreement,  it shall  not be a  violation  of this  Agreement  to serve on
corporate,  civic or charitable boards or committees,  deliver lectures, fulfill
speaking  engagements or teach at educational  institutions  and manage personal
investments,  so long as such activities do not significantly interfere with the
performance  of  Employee's  responsibilities  as an  employee of the Company in
accordance  with this Agreement.  It is expressly  understood and agreed that to
the extent that any such activities have been conducted by Employee prior to the
date of this Agreement, the continued conduct of such activities (or the conduct
of  activities  similar in nature and scope  thereto)  subsequent to the date of
this Agreement  shall not thereafter be deemed to interfere with the performance
of Employee's  responsibilities  to the Company.  Employee shall comply with the
Company's  policies and procedures;  provided,  that to the extent such policies
and  procedures are  inconsistent  with this  Agreement,  the provisions of this
Agreement shall control.


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2.3 CERTAIN  PROPRIETARY  INFORMATION.  If Employee  possesses  any  proprietary
information  of  another  person or entity  as a result of prior  employment  or
relationship,  Employee shall honor any legal  obligation  that has been entered
into with that person or entity with respect to such proprietary information.

2.4 TERM.  Subject to the  provisions  of Article 4, the term of  employment  of
under this Agreement  shall continue until two (2) years from the date first set
forth. The terms of the Agreement shall require  renegotiation  and this current
Agreement  will not  automatically  renew  without  the  written  consent of the
Parties. The Agreement can be renewed with the written consent of both parties.

2.5  RETURN OF  PROPRIETARY  PROPERTY.  Employee  agrees  that all  property  in
Employee's possession belonging to Company,  including,  without limitation, all
documents,  reports, manuals,  memoranda,  computer print-outs,  customer lists,
credit cards, keys, identification,  products, access cards, automobiles and all
other  property  relating  in any way to the  business  of the  Company  are the
exclusive  property  of the  Company,  even if  Employee  authored,  created  or
assisted in authoring or creating,  such property.  Employee shall return to the
Company  all  such  documents  and  property  immediately  upon  termination  of
employment or at such earlier time as the Company may reasonably request.

ARTICLE 3. COMPENSATION, BENEFITS AND EXPENSES

3.1 BASE SALARY.  During the term of Employee's  employment under this Agreement
and for as long thereafter as required  pursuant to Article 4, the Company shall
pay to Employee a monthly Base Salary of $10,416.67 during the first twelve (12)
months of the term and  $12,500.00  during the second  twelve (12) months of the
term,  or at such higher rate as may from time to time be approved by the Board.
Such Base Salary is to be paid in substantially  equal regular periodic payments
in accordance with the Company's regular payroll  practices.  If Employee's Base
Salary is increased  from time to time during the term of Employee's  employment
under this Agreement,  the increased amount shall become the Base Salary for the
remainder of the term and any extensions of Employee's term of employment  under
this  Agreement and for as long  thereafter  as required  pursuant to Article 4,
subject to any subsequent increases.

3.1.1 COMPANY STOCK  OPTIONS.  The Company will provide to Employee from time to
time stock  options  under the  Company's  Incentive  Stock  Option  Plan.  Upon
implementation of the Company's  Incentive Stock Option Plan, Employee initially
will have the option to purchase a total of  11,175,300  shares of the Company's
common stock ("Common Stock"), which shares will vest in accordance with, and be
further subject to, the terms and conditions of the Incentive Stock Option Plan.
The grant of the initial  options will be no later than  December 31, 2002.  The
exercise price will be $0.10 per share.

3.1.2 TERMINATION  ALLOWANCE.  Should the Employee be terminated from employment
of the Company by the Company during the first year of  employment,  the Company
shall continue to pay to Employee his Base Salary as well as the continuation of
Employee's  benefits for a period of six (6) months  ("Termination  Allowance").
The  payments  shall  be  made  periodically  or in one  lump  sum  at the  sole
discretion of the Company.  This  provision will not be effective if the Company
terminates the Employee for Cause.

3.1.3 DEFERRED COMPENSATION. In addition to all other compensation,  the Company
shall pay to Employee the sum of $25,000 (less applicable  withholding  amounts)
each year on the anniversary date of this Agreement.

3.2 OTHER COMPENSATION AND BENEFITS.  In addition,  the Company shall provide to
Employee health and dental insurance coverage of Employee's  immediate family in
accordance with the Company's Plans and life insurance on Employee in the amount
of $100,000  with the cost of the physical to be borne by the Company.  Employee
shall also receive an annual  allowance of  $1,000.00  for expenses  relating to
legal, financial planning and tax assistance; provided, that, Employee use firms
associated with the Company unless such firm is unable to represent  Employee as
a result of any rules governing professional  responsibility.  Employee shall be
entitled to three (3) weeks of paid vacation each year which may be accrued into
the second year and must be used. Employee shall not be entitled to cash in lieu
of vacation. Nothing paid to Employee under any Plan presently in effect or made



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<PAGE>



available  in the  future  shall be  deemed  to be in lieu of the  Base  Salary,
bonuses,  incentives or  compensation of any other nature  otherwise  payable to
Employee.

3.3  BUSINESS  EXPENSES.  During the term of  Employee's  employment  under this
Agreement and as for as long  thereafter as required  pursuant to Article 4, the
Company shall, in accordance with, and to the extent of, its uniform policies in
effect from time to time,  bear all ordinary  and  necessary  business  expenses
incurred  by  Employee  in  performing  Employee's  duties as an employee of the
Company, including, without limitation, all travel and living expenses when away
from home on  business  in the service of the  Company.  The  Company  will also
reimburse  employee  for  business  use of  personal  vehicle  according  to the
Companies  expense  policies.  All such  reimbursement  shall be made  only upon
receipt by the Company of a properly documented expense report.

3.4 OFFICE AND FACILITIES.  During the term of Employee's  employment under this
Agreement, the Company shall furnish Employee with office space, and secretarial
service,  together  with such other  reasonable  facilities  and services as are
suitable, necessary and appropriate in the Denver, Colorado metropolitan area.

ARTICLE 4. EARLY TERMINATION

4.1 EARLY TERMINATION.  Subject to the respective continuing  obligations of the
parties  pursuant  to Article  5, this  Article 4 sets forth the terms for early
termination of Employee's employment under this Agreement.

4.2  TERMINATION  BY THE COMPANY  FOR CAUSE.  The  Company  may  terminate  this
Agreement for Cause. For purposes of this Agreement, "Cause" means (a) an act or
acts of  personal  dishonesty  taken by and  intended  to result in  substantial
personal enrichment of Employee at the expense of the Company, (b) violations by
Employee  of  Employee's  obligations  under  paragraph  2.2 and  which  are not
remedied within a reasonable  period after Employee's  receipt of notice of such
violations  from the Company or (C) the engaging by Employee in illegal  conduct
that is materially and  demonstrably  injurious to the Company.  For purposes of
this  paragraph  4.2,  no act, or failure to act,  on  Employee's  part shall be
considered  "dishonest,"  or  "intended"  unless done, or omitted to be done, by
Employee in bad faith and without  reasonable  belief that Employee's  action or
omission  was in, or not opposed to, the best  interest of the  Company.  If the
employee  is  terminated  under  this  provision  will not  result  in  Employee
receiving the Termination Allowance as detailed in preceding paragraph 3.1.2.

4.3 TERMINATION BY FOR GOOD REASON. Employee may terminate Employee's employment
under this Agreement for Good Reason in accordance  with the ensuing  provisions
of this  paragraph  4.3.  Termination  by Employee for "Good  Reason" shall mean
termination of employment based on any one or more of the following:

(a) An adverse  change in  Employee's  status or  position as an Employee of the
Company, including,  without limitation, any adverse change in Employee's status
or  position  as a  result  of  a  material  diminution  in  Employee's  duties,
responsibilities  or  authority  as of the  date of this  Agreement  (except  in
connection with the termination of Employee's employment for Cause in accordance
with  paragraph 4.2 hereof or Disability or death in accordance  with  paragraph
4.4 hereof);

(b) A  reduction  by the Company in  Employee's  Base Salary as in effect on the
date of this  Agreement or as the same may be  increased  from time to time or a
change in the eligibility  requirements  or performance  criteria under any Plan
under which Employee is covered immediately prior to the date of this Agreement,
which adversely affects Employee;

(c) Without  replacement  by a Plan  providing  benefits to Employee equal to or
greater  than those  discontinued,  the  failure by the  Company to  continue in
effect,  within  its  maximum  stated  term,  any  Plan  in  which  Employee  is
participating  on the date of this  Agreement or the taking of any action by the
Company that would  adversely  affect  Employee's  participation  or  materially
reduce Employee's benefits under any Plan;



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(d) The taking of any action by the  Company  that would  materially,  adversely
affect the physical  conditions  existing  immediately prior to the date of this
Agreement in or under which Employee performs their employment duties;

(e) The  Company's  requiring  Employee  to be based  anywhere  other than where
Employee's  office  is  located  as of the date of this  Agreement,  except  for
required travel on the Company's business to an extent substantially  consistent
with the business  travel  obligations  which undertook on behalf of the Company
prior to the date of this Agreement;

(f) The failure by the Company to obtain  from any  Successor  an assent to this
Agreement contemplated by paragraph 7.2; or

(g) Any purported termination by the Company of this Agreement or the employment
of the  Employee  by the  Company  which  is not  expressly  authorized  by this
Agreement or any breach of this Agreement by the Company other than an isolated,
insubstantial  and  inadvertent  failure not occurring in bad faith and which is
remedied by the Company within a reasonable  period after the Company's  receipt
of notice thereof from the Employee. Notwithstanding any other provision of this
Agreement to the contrary,  any  termination  by Employee of employment  for any
reason   during   the   thirty   (30)  day  period   immediately   following   a
Change-of-Control of the Company shall be a termination for Good Reason.

4.4  TERMINATION  IN THE EVENT OF DEATH OR  DISABILITY.  The term of  Employee's
employment under this Agreement shall terminate in the event of Employee's death
or Disability.

4.5  TERMINATION  BY MUTUAL  AGREEMENT.  The  parties may  terminate  Employee's
employment under this Agreement at any time by mutual written agreement.

4.6 NOTICE OF TERMINATION;  DATE OF TERMINATION;  OFFER OF CONTINUED EMPLOYMENT.
The  provisions of this  paragraph 4.6 shall apply in connection  with any early
termination  of  Employee's  employment  under this  Agreement  pursuant to this
Article 4.

(a) For  purposes  of this  Agreement,  a "Notice of  Termination"  shall mean a
notice  which  shall  indicate  the  specific  termination  provisions  in  this
Agreement  relied  upon and shall set forth in  reasonable  detail the facts and
circumstances  claimed to provide the bases for such termination.  Any purported
termination by the Company or by Employee pursuant to this Article 4 (other than
a termination by mutual  agreement  pursuant to paragraph 4.5 or death) shall be
communicated by written Notice of Termination to the other party hereto.

(b) For purposes of this Agreement,  "Date of  Termination"  shall mean : (1) if
Employee's  employment  is  terminated  due to death,  the last day of the month
first  following  the  month  during  which  Employee's  death  occurs;  (2)  if
Employee's  employment is to be terminated for Disability,  thirty (30) calendar
days after Notice of  Termination  is given;  (3) if  Employee's  employment  is
terminated by the Company for Cause or by or for Good Reason, the date specified
in the Notice of  Termination;  (4) if  Employee's  employment  is terminated by
mutual agreement of the parties, the date specified in such agreement; or (5) if
Employee's  employment is terminated for any other reason, the date specified in
the Notice of Termination, which in no event shall be a date earlier than ninety
(90)  calendar  days after the date on which a Notice of  Termination  is given,
unless an earlier date has been expressly agreed to by Company in writing either
in advance of, or after, receiving such Notice of Termination; provided however,
if within thirty (30) calendar days after giving of a Notice of Termination  the
recipient of the Notice of  Termination  notifies the other party that a dispute
exists  concerning the  termination,  then the Date of Termination  shall be the
date on which the  dispute is  finally  determined,  whether  by mutual  written
agreement of the parties, by final and binding arbitration or by final judgment,
order or  decree  of a court of  competent  jurisdiction  (the  time for  appeal
therefrom  having  expired  or no appeal  having  been  perfected).  During  the
pendency  of any such  dispute  and until the  dispute is resolved in the manner
provided in the immediately preceding sentence, the Company will continue to pay
all compensation and benefits to which Employee was entitled pursuant to Article
3 immediately prior to the time the Notice of Termination is given.



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(c) If this  Agreement is terminated  other than by reason of (1) the expiration
of the term hereof as described at paragraph 2.3, (2)  Employee's  Disability or
death,  (3)  Employee's  termination  for Cause  pursuant to paragraph 4.2 which
termination  for  Cause  has  been  agreed  to by or has  been  determined  in a
proceeding  as  provided  in  paragraph  7.3 or (4) by mutual  agreement  of the
parties  pursuant to paragraph 4.5, may, but shall not be required to, not later
than ten (10) days  after the Date of  Termination,  provide a written  offer of
continued  employment  with the  Company  in  accordance  with the terms of this
Agreement  which terms shall,  in the case of a termination by Employee for Good
Reason  pursuant to paragraph 4.3,  include the Company taking any such steps as
may be  necessary  to  eliminate,  in a manner  reasonably  satisfactory  to any
conditions which created such good reason for such termination.  Within ten (10)
days of its receipt of such offer,  the Company  shall  provide  Employee with a
written  acceptance  or  rejection  of such offer.  Failure of the Company to so
accept or reject such offer within such period shall be deemed to be a rejection
of such offer. The parties hereby acknowledge that Employee's failure to provide
such offer to the Company shall in no way impair,  affect or constitute a waiver
of Employee's  right to enforce the Company's  obligations  under this Agreement
and the  Company  shall not  assert  such  failure as a defense in any action or
proceeding by to enforce the Company's obligation under this Agreement.

ARTICLE 5. CONFIDENTIAL INFORMATION

5.1  PROHIBITIONS  AGAINST USE.  Employee  will not during or  subsequent to the
termination of Employee's employment under this Agreement use or disclose, other
than in connection with Employee's employment with the Company, any Confidential
Information  to any person not employed by the Company or not  authorized by the
Company to receive  such  Confidential  Information,  without the prior  written
consent  of the  Company.  Employee  will use  reasonable  and  prudent  care to
safeguard  and  protect  and  prevent the  unauthorized  use and  disclosure  of
Confidential  Information.  The obligations contained in this paragraph 5.1 will
survive  for as  long  as  the  Company  in  its  sole  judgment  considers  the
information to be Confidential Information. The obligations under this paragraph
5.1  will not  apply  to any  Confidential  Information  that is now or  becomes
generally  available to the public through no fault of Employee or to Employee's
disclosure  of any  confidential  Information  required  by law or  judicial  or
administrative process.

ARTICLE 6. NON-COMPETITION

6.1  NON-COMPETITION.  Subject to paragraph  6.2 and 6.3,  Employee  agrees that
during  the term of this  Agreement  and for a period of one (1) year  following
termination  of  employment  for any  reason,  Employee  will  not  directly  or
indirectly, alone or as a partner, officer, director, shareholder or employee of
any other firm or entity,  engage in any commercial activity in competition with
any part of the Company's business as conducted during the term of the Agreement
or as of the  date of such  termination  of  employment  or with any part of the
Company's   contemplated   business  with  respect  to  which  has  Confidential
Information as governed by Article 5. This  provision  shall apply to the United
States of America and its  territories  and  possessions for the duration of the
terms  of  this  non-competition  clause.  For  purposes  of  this  clause  (a),
"shareholder"  shall not include beneficial  ownership of less than five percent
(5%)  of  the  combined  voting  power  of all  issued  and  outstanding  voting
securities of a publicly held corporation whose stock is traded on a major stock
exchange or quoted on NASDAQ.

6.2 EARLY TERMINATION.  Notwithstanding  paragraph 6.1, if Employee's employment
terminates  under  circumstances  which entitle  Employee to receive damages for
breach of this Agreement  pursuant to paragraph  4.7(e) and the company fails to
provide  Employee  with any  compensation  of benefits due Employee  pursuant to
paragraph  4.7(e) and does not remedy  such  failure  within ten (10) days after
receipt of notice of such failure from Employee,  the  restrictions set forth in
paragraph  6.1 shall cease to apply to for the  remainder of the period to which
such restrictions would otherwise apply notwithstanding any subsequent remedy of
such failure by the Company.


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6.3 EMPLOYER'S OPTION TO REVISE. At its sole option, the Company may, by written
notice to  Employee  within  thirty  (30) days after the  effective  date of the
termination of Employee's employment,  waive or limit the time and/or geographic
area in which is prohibited from engaging in competitive activity.

6.4 COVENANT NOT TO RECRUIT.  Employee  recognizes that the Company's  workforce
constitutes an important and vital aspect of its business on a world-wide basis.
Employee  agrees that for a period of (1) one year following the  termination of
this agreement, for any reason whatsoever, Employee shall not solicit, or assist
anyone else in the solicitation of, any of the Company's then-current employees,
to terminate  their  employment  with the Company and to become  employed by any
business  enterprise with which the Employee may then be associated,  affiliated
or connected.

ARTICLE 7. GENERAL PROVISIONS

7.1 No Adequate Remedy.  The parties declare that it is impossible to accurately
measure in money the  damages,  which will accrue to either party by reason of a
failure to perform any of the obligations  under this Agreement.  Therefore,  if
either party shall  institute any action or proceeding to enforce the provisions
hereof the party against whom such action or proceeding is brought hereby waives
the claim or defense  that such party has an  adequate  remedy at law,  and such
party  shall not assert in any such action or  proceeding  the claim or defenses
that such party has an adequate remedy at law.

7.2  SUCCESSORS AND ASSIGNS.

(a)  This  Agreement  shall be  binding  upon and  inure to the  benefit  of any
Successor  of the  Company and each  Subsidiary,  and any such  Successor  shall
absolutely and unconditionally  assume all of the Company's and any Subsidiary's
obligations hereunder. Upon Employee's written request, the Company will seek to
have any Successor, by agreement in form and substance satisfactory to Employee,
assent  to the  fulfillment  by the  Company  of their  obligations  under  this
Agreement.  Failure to obtain such assent at least three (3) business days prior
to the time a person or entity  becomes a Successor  (or Where the Company  does
not have at least  three (3)  business  days'  advance  notice  that a person or
entity may become a Successor,  within one (1) business day after having  notice
that  such  person  or  entity  may  become  or has  become a  Successor)  shall
constitute  Good Reason for  termination  by Employee of employment  pursuant to
paragraph  4.3.  For  purposes  of this  Agreement,  "Successor"  shall mean any
corporation, individual, group, association, partnership, firm, venture or other
entity or person that, subsequent to the date hereof,  succeeds to the actual or
practical  ability to control (either  immediately or with the passage of time),
all or substantially  all of the Company's  business and/or assets,  directly or
indirectly, by merger, consolidation,  recapitalization,  purchase, liquidation,
redemption,  assignment,  similar  corporate  transaction,  operation  of law or
otherwise.

(b) This Agreement and all rights of hereunder shall inure to the benefit of and
be  enforceable  by  Employee's  personal or legal  representatives,  executors,
administrators,  successors,  heirs,  distributees,  devisees and  legatees.  If
Employee  should  die while any  amounts  would  still be  payable  to  Employee
hereunder if Employee had continued to live, all such amounts,  unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
Employee's devisee, legatee, or other designee or, if there be no such designee,
to Employee's estate. Employee may not assign this Agreement, in whole or in any
part, without the prior written consent of the Company.

7.3 DISPUTES. Any dispute,  controversy or claim for damages arising under or in
connection with this Agreement shall, in Company's sole  discretion,  be settled
exclusively  by such  judicial  remedies  as  Company  may seek to  pursue or by
Arbitration  in Denver,  Colorado in  accordance  with the rules of the American
Arbitration  Association  then  in  effect.  Judgment  may  be  entered  on  the
arbitrators' award in any court having  jurisdiction;  provided,  however,  that
Employee shall be entitled to seek specific  performance of Employee's  right to
be paid until the Date of  Termination  during the  pendency  of any  dispute or
controversy arising under or in connection with this Agreement.  The Company and
the Employee shall each bear their own costs and expenses,  including attorney's
fees,  arising in connection  with any arbitration  proceeding  pursuant to this
paragraph  7.3.  The  Company  shall  be  entitled  to  seek  an  injunction  or
restraining order in a court of competent jurisdiction to enforce the provisions
of Articles 5 and 6.


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<PAGE>


7.4 NO  OFFSETS.  In no event shall any amount  payable to Employee  pursuant to
this  Agreement  be reduced  for  purposes  of  ffsetting,  either  directly  or
indirectly, any indebtedness or liability of Employee to the Company.

7.5 WAIVER OF CLAIMS.  Employee hereby  releases,  waives and discharges any and
all claims,  whether  legal,  equitable or otherwise,  against the Company,  the
Parent Corporation or any director,  officer,  employee or agent thereof,  which
Employee  may now or at any time in the future  have to any  payments  under any
agreement between Employee and the Company,  in excess of the amounts determined
under the express provisions of such agreement.

7.6 NOTICES. All notices,  requests and demands given to or made pursuant hereto
shall,  except as otherwise  specified  herein,  be in writing and be personally
delivered or mailed postage  prepaid,  registered or certified U.S. mail, to any
party as its address set forth on the last page of this Agreement.  Either party
may, by notice  hereunder,  designate a changed  address.  Any notice  hereunder
shall be deemed  effectively  given and received:  (a) if personally  delivered,
upon delivery;  or (b) if mailed,  on the registered date or the date stamped on
the certified mail receipt.

7.7  WITHHOLDING.  To the extent  required  by any  applicable  law,  including,
without  limitation,  any federal or state income tax or excise tax law or laws,
the Federal Insurance Contributions Act, the Federal Unemployment Tax Act or any
comparable  federal,  state or local  laws,  the  Company  retains  the right to
withhold such portion of any amount or amounts  payable to under this  Agreement
as the Company (on the written advice of outside counsel) deems necessary.

7.8  CAPTIONS.  The  various  headings or  captions  in this  Agreement  are for
convenience  only and shall not affect the  meaning  or  interpretation  of this
Agreement.

7.9 GOVERNING  LAW. The  validity,  interpretation,  construction,  performance,
enforcement  and remedies of or relating to this  Agreement,  and the rights and
obligations of the parties hereunder,  shall be governed by the substantive laws
of the State of  Colorado  (without  regard  to the  conflict  of laws  rules or
statutes of any jurisdiction).

7.10 CONSTRUCTION.  Wherever possible, each provision of this Agreement shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any provision of this  Agreement  shall be prohibited by or invalid under
applicable law, such provision  shall be ineffective  only to the extent of such
prohibition or invalidity  without  invalidating the remainder of such provision
or the remaining provisions of this Agreement.

7.11 WAIVERS.  No failure on the part of either party to exercise,  and no delay
in exercising,  any right or remedy hereunder shall operate as a waiver thereof;
nor  shall any  single  or  partial  exercise  of any right or remedy  hereunder
preclude  any other or further  exercise  thereof or the  exercise  of any other
right or remedy granted hereby or by any related document or by law.

7.12  MODIFICATIONS.  This  Agreement  may not be modified or amended  except by
written instrument sighed by the parties hereto.

7.13 ENTIRE  AGREEMENT.  This  Agreement  constitutes  the entire  agreement and
understanding  between the parties hereto in reference to all the matters herein
agreed upon. This Agreement replaces in full all prior employment  agreements or
understandings  of the parties hereto,  and any and all such prior agreements or
understandings are hereby rescinded by mutual agreement.

7.14  COUNTERPARTS.   This  Agreement  may  be  executed  in  one  (1)  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one (1) and the same instrument.



                                       8
<PAGE>


7.15 SURVIVAL.  The parties expressly  acknowledge and agree that the provisions
of this  Agreement  which by their  express or implied  terms extend  beyond the
termination of Employee's employment hereunder or beyond the termination of this
Agreement  shall  continue in full force and effect  notwithstanding  Employee's
termination  of  employment  hereunder  or the  termination  of this  Agreement,
respectively.

ARTICLE 8. INVENTIONS

8.1  DISCLOSURE  AND  ASSIGNMENT OF INVENTIONS  AND OTHER WORKS.  Employee shall
promptly  disclose  to the  Company  in  writing  all  inventions  and  works of
authorship which are conceived, made, discovered, written or created by alone or
jointly with another person, group or entity, whether during the normal hours of
my employment at the Company or on Employee's own time,  during the term of this
Agreement and for one year after termination of this Agreement. Shall assign all
rights to all such inventions and works of authorship to the Company. shall give
the Company all the  assistance it  reasonably  requires in order for Company to
perfect,  protect,  and use its rights to  inventions  and works of  authorship.
Employee  shall sign all such  documents,  take all such  actions and supply all
such information that the Company  considers  necessary or desirable in order to
transfer or record the transfer of Employee's  entire right,  title and interest
in such  inventions and works of authorship;  and in order to enable the Company
to obtain exclusive patent,  copyright, or other legal protection for inventions
and works of authorship.  The company shall bear any reasonable expenses in this
regard.

8.2 EXEMPTION. An exemption shall exist for an invention for which no equipment,
supplies,  facility or trade  secret  information  of the  employer was used and
which was developed  entirely on the Employee's own time, and (1) which does not
relate (a)  directly to the  business of the  employer or (b) to the  employer's
actual or demonstrably  anticipated  research or development,  or (2) which does
not result from any work performed by the employee for the employer.

8.3 ADDITIONAL  EXCLUSIONS.  The inventions and works of authorship set forth in
Schedule A to this  Agreement  which  Employee  owns or  controls  shall also be
excluded from operation of paragraph 8.1 of this Agreement,  and represents that
such  inventions  and works of authorship  were  conceived,  made,  written,  or
created by him prior to employment with the Company (although they may be useful
to the Company),  its subsidiaries or affiliates.  Other than the inventions and
works of authorship  listed in Schedule A, does not own or control rights in any
inventions or works of authorship  and shall not assert any such rights  against
the Company.  If no Schedule A is attached to this agreement,  Employee makes no
claim of exclusion.

IN WITNESS WHEREOF,  the parties hereto have caused this Employment Agreement to
be duly executed and delivered as of the day and year first above written.

EMPLOYEE                                      COMPANY


/s/ Clinton J. Wilson
---------------------------------             By: /s/
Clinton J. Wilson                                -------------------------------

                                              Title:
                                                    ----------------------------

Address: 5197 E. Nichols Lane
         Littleton, Colorado 80122





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