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Exhibit 10.3  Employment Agreement with Mary E. Blake

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is entered into effective the 1st day of January, 2002,
by and between FORCE 10 TRADING, INC., a Nevada corporation (herein called the
"CORPORATION"), and MARY E. BLAKE (herein called the "EMPLOYEE").


1.       EMPLOYMENT. The CORPORATION hereby employs EMPLOYEE, and EMPLOYEE
         hereby accepts such employment, to serve as and in the capacity of
         President or such other capacity as may be determined by the Board of
         Directors of the CORPORATION upon and subject to the terms and
         conditions set forth herein.

2.       TERM OF EMPLOYMENT. The term of this Agreement, and the term of the
         employment of EMPLOYEE hereunder, shall be for a period of five (5)
         years beginning January 1, 2002 and ending December 31, 2007, unless
         sooner terminated in the manner provided herein. The term of this
         Agreement and of the employment of EMPLOYEE hereunder may be extended
         or renewed for such additional terms or periods and upon and subject to
         such additional terms and conditions as the parties may agree.

3.       DUTIES.

         A.       EMPLOYEE, during normal business hours, shall devote his best
                  efforts and his entire time, attention and energy to the
                  business and affairs of the CORPORATION. EMPLOYEE shall
                  perform all duties normally and properly incident to the
                  office or positions held by him and such further duties as may
                  from time to time be assigned to him by the Board of Directors
                  of the CORPORATION.
         B.       EMPLOYEE agrees to adhere to all existing rules and company
                  policies of the CORPORATION, as well as any other procedures,
                  duties and responsibilities that may be reasonably required of
                  EMPLOYEE and promulgated by the CORPORATION, its executive
                  officers and its Board of Directors.
         C.       During the term of this Agreement, EMPLOYEE shall not engage,
                  directly or indirectly, in any activities competitive with any
                  business which is now or which hereafter may be conducted by
                  the CORPORATION, or its any of its subsidiaries.

4.       COMPENSATION. As compensation for the services rendered by EMPLOYEE
         during the term of this Agreement, the CORPORATION shall make the
         following payments to EMPLOYEE:

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         A.       A base salary in the amount of ten thousand Dollars
                  ($10,000.00) per month. This amount will be paid pro-rata
                  twice a month unless employment is terminated in a manner
                  provided herein. On January 1 of each year under this
                  contract, the monthly salary due under this subparagraph shall
                  increase by ten percent (10%).
         B.       EMPLOYEE shall be due an annual bonus as determined by the
                  Compensation Committee of the Board of Directors of
                  CORPORATION. Such bonus may be paid in cash or stock form as
                  determined by the Compensation Committee of the Board of
                  Directors of CORPORATION.
         C.       EMPLOYEE shall be granted under a separate agreement, the
                  option to purchase one million (1,000,000) shares of common
                  stock in CORPORATION at a price of $0.25 per share. These
                  options shall vest pro-rata over a three-year period
                  commencing on June 30, 2002. One-third of the options will
                  vest on June 30, 2002 and an additional one-third of the
                  options will vest on June 30, 2003. The remaining options will
                  vest on June 30, 2004.

5.       EMPLOYEE BENEFITS. During the term of this Agreement, EMPLOYEE shall
         receive and be entitled to participate in all benefits customarily
         offered to or conferred upon other employees of the CORPORATION.

6.       TERMINATION OF EMPLOYMENT.

         A.       Upon the occurrence of any of the following events and the
                  expiration of the period, if any, specified, this Agreement
                  and the employment of EMPLOYEE hereunder shall terminate:

                  (1)      The death of EMPLOYEE.
                  (2)      The expiration of a period of three (3) business days
                           after the delivery by EMPLOYEE of notice of
                           resignation of EMPLOYEE as an employee of the
                           CORPORATION.
                  (3)      The "disability" of EMPLOYEE. The term "disability",
                           as used herein, shall mean the inability or failure
                           of EMPLOYEE, by reason of any medically demonstrable
                           physical or mental condition, to perform his duties
                           hereunder. The disability of EMPLOYEE shall be deemed
                           to have occurred if: (i) the issuer of any disability
                           income policy insuring EMPLOYEE shall have determined
                           that EMPLOYEE is disabled, whether partially or
                           totally, within the meaning of the provisions of such
                           policy; (ii) EMPLOYEE shall be absent from work for a
                           period of sixty (60) consecutive business days or two
                           or more periods, each of which shall be of less than
                           sixty (60) business days but all of which in the
                           aggregate shall be of more than ninety (90) business
                           days for any reason without the written notice of the

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                           CORPORATION or (iii) the CORPORATION shall have
                           received written opinions from two duly licensed
                           physicians that EMPLOYEE, by reason of any medically
                           demonstrable physical or mental condition, is unable
                           to perform his duties for the foreseeable future or
                           that the continued performance of his duties will
                           endanger his life.
                  (4)      The misconduct of EMPLOYEE as evidenced by the
                           following:
                           (a)      The material breach by EMPLOYEE of any
                                    covenants of this Agreement.
                           (b)      The habitual neglect by EMPLOYEE of his
                                    duties as an employee.
                           (c)      The commission by EMPLOYEE of fraud,
                                    misappropriation, embezzlement or the like.
                           (d)      Any gross or lewd misbehavior, any material
                                    wrongdoing, any criminal activity or the
                                    like on the part of the EMPLOYEE.
                  (5)      A determination on the part of the Board of Directors
                           of the CORPORATION of the inability or failure of
                           EMPLOYEE to perform his duties hereunder in a
                           reasonably satisfactory manner.

7.       CONFIDENTIAL INFORMATION AND TRADE SECRETS. As consideration for and to
         induce the employment of EMPLOYEE by the CORPORATION, EMPLOYEE hereby
         covenants and agrees that:

         A.       All information relating to or used in the business and
                  operation of the CORPORATION including, but not limited to,
                  data, records, computer programs, manuals, processes, methods,
                  marketing programs and intangible rights and procedures,
                  client and customer lists, and client lead lists whether
                  prepared, compiled, developed or obtained by EMPLOYEE or by
                  the CORPORATION prior to or during the term of this Agreement
                  and the employment of EMPLOYEE hereunder, are and shall be
                  confidential information and trade secrets which are the
                  exclusive property of the CORPORATION.

         B.       All programs, customer and clients lists, computer programs,
                  manuals, records, data and processes relating to or used in
                  the business and operations of the CORPORATION or of any of
                  its customers and made, first reduced to practice, devised or
                  conceived by EMPLOYEE, alone or with others, during the term
                  of this Agreement and the employment of EMPLOYEE hereunder,
                  whether made, first reduced to practice, devised or conceived
                  during or outside of regular working hours, on or away from
                  the CORPORATION's premises or at the expense of the
                  CORPORATION or of EMPLOYEE or of any other person, are and
                  shall be confidential information and trade secrets which are
                  the exclusive property of the CORPORATION. EMPLOYEE further
                  agrees that he shall promptly and fully disclose and assign to
                  the CORPORATION (or, if the CORPORATION shall otherwise direct

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                  EMPLOYEE in writing, as so directed by the CORPORATION) all
                  rights and interests that he has or may have in and to all
                  such programs, lists, records and data. All such matters are
                  and shall be confidential information and trade secrets, which
                  are the exclusive property of the CORPORATION whether or not
                  so disclosed or assigned. EMPLOYEE shall fully cooperate with
                  the CORPORATION and its representatives in preparing, and
                  shall execute, acknowledge and deliver as directed by the
                  CORPORATION, such instruments (including, but not limited to,
                  assignments, applications for copyrights, trade names and
                  trademarks) and take such other action as the CORPORATION may
                  deem necessary or appropriate to evidence of effect the
                  provisions of this paragraph.

         C.       All records, customer and client lists, programs, data,
                  computer programs and other materials relating to confidential
                  information and trade secrets which are the exclusive property
                  of the CORPORATION, including, without limitation, material in
                  written form or in a form produced or stored by any electrical
                  or mechanical means or process, whether prepared, compiled or
                  obtained by EMPLOYEE or by the CORPORATION or prior to or
                  during the term of this Agreement and the employment of
                  EMPLOYEE hereunder, are and shall be the exclusive property of
                  the CORPORATION.

         D.       Except in the regular course of his employment by the
                  CORPORATION hereunder or as the CORPORATION may expressly
                  authorize or direct in writing, EMPLOYEE shall not, during or
                  after the term of this Agreement and of his employment
                  hereunder copy, reproduce, disclose or divulge to others, use
                  or permit others to use any confidential information and trade
                  secrets which are the property of the CORPORATION, or any
                  records, client and customer lists, lead lists, data, computer
                  programs, other materials relating to any such confidential
                  information or trade secrets. EMPLOYEE further covenants and
                  agrees that during the term of this Agreement and his
                  employment by the CORPORATION he shall not remove from the
                  custody and control of the CORPORATION any lists, data,
                  recorders, computer programs and other materials relating to
                  such confidential information and trade secrets and that upon
                  termination of this Agreement and of his employment he shall
                  deliver the same to the CORPORATION.

8.       RESTRICTION OF ACTIVITY WITH CUSTOMER AND EMPLOYEES. The EMPLOYEE
         agrees that his services hereunder are of special, unique,
         extraordinary and intellectual character, and that his position with
         the CORPORATION places him in a position of confidence and trust with
         the clients and customers and employees of the CORPORATION. EMPLOYEE
         also acknowledge that the customers serviced by the CORPORATION are
         located throughout the world and, accordingly, it is reasonable that

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         the restrictive covenants set forth below are not limited by specific
         geographic area but by the location of the CORPORATION's customers and
         potential clients and customers EMPLOYEE further acknowledges that the
         rendering of services to the clients and customers necessarily requires
         the disclosure of confidential information and trade secrets of those
         clients and customers (such as, without limitation, marketing plans,
         manufacturing processes, budgets, designs, customer preferences and
         policies, and identify of appropriate personnel of customers with
         sufficient authority to influence a shift in suppliers). The EMPLOYEE
         has and will continue to develop a personal acquaintanceship and
         relationship with the CORPORATION's customers and/or business partners,
         and a knowledge of those customers' and partners' affairs and
         requirements, which may constitute the CORPORATION's primary or only
         contact with such customers. The EMPLOYEE acknowledges that the
         CORPORATION's relationships with its established customers and business
         partners may therefore be placed in the EMPLOYEE's hands in confidence
         and trust. The EMPLOYEE consequently agrees that it is reasonable and
         necessary for the protection of the goodwill business of the
         CORPORATION that the EMPLOYEE make the covenants contained herein; that
         the covenants are given as an integral part of and incident to this
         Agreement; that there is adequate consideration for such covenants and
         employment hereunder; that in making its decision to employ EMPLOYEE
         for the consideration outlined above, the CORPORATION relied upon and
         was induced by the covenants made by the Executive in the Section 8.
         Accordingly, the EMPLOYEE agrees that while he is in the CORPORATION's
         employ and for a three (3) year period after termination of employment,
         he shall not directly or indirectly:

         A.       Solicit (or attempt to solicit) business from or perform any
                  services for any "Client(s)" or "Customer(s)" of the type
                  performed by the CORPORATION or to persuade any "Client(s)" or
                  Customer(s) to cease to do business or to reduce the amount of
                  business which any such "Client(s)" or Customer(s) has
                  customarily done or contemplates doing with the CORPORATION.
                  For purposes of this Agreement, "Client(s)" or "Customer(s)"
                  shall mean (i) any company, person, or other entity the
                  EMPLOYEE has had personal involvement with, solicited capital
                  from, or provided services to, while employed by CORPORATION:
                  or (ii) any company, person or other entity where CORPORATION
                  has performed work, solicited capital from, made presentations
                  or otherwise proposed CORPORATION services within the six (6)
                  months preceding EMPLOYEE's termination; or

         B.       Employ, attempt to employ or assist anyone to employ or
                  attempt to employ any person employed by the CORPORATION.

9.       EQUITABLE REMEDIES. The parties acknowledge and agree that in the event
         of a default or breach or of a threatened default or breach by EMPLOYEE

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         of the provisions of Section 7 and 8 of this Agreement, the CORPORATION
         shall sustain irreparable injury and damages, the amount or extent of
         which cannot be measured in money and for which there does not and
         shall not exist any adequate remedy at law. Accordingly, each of the
         parties hereby agrees that in the event of a fault or breach or of a
         threatened default or breach by EMPLOYEE of the provisions of Section 7
         and 8 of this Agreement, the CORPORATION shall be entitled to immediate
         injunctive relief and to specific performance and that in any legal
         action or proceeding for injunctive relief and specific performance the
         EMPLOYEE or CORORATION shall be deemed to have hereby waived, and shall
         not assert in such action or proceeding, the defense or claim that the
         CORPORATION has an adequate remedy at law or that an adequate remedy at
         law exists. The foregoing shall not, however, be deemed to limit or
         restrict the remedies at law or in equity of the CORPORATION for any
         default or breach or any threatened default or breach of the provisions
         of this Agreement. The covenants contained in this paragraph shall be
         construed as covenants independent of any other provisions of this
         Agreement, and the existence of any claim or cause of action by one
         party against the other shall not constitute a defense to the
         enforcement thereof.

10.      SEVERANCE. Upon the termination of this contract for any reason other
         than those described in subparagraphs 6(A)(4)(c) or 6(A)(4)(d),
         EMPLOYEE shall be due severance pay equal to the payments as calculated
         in Paragraph 4 herein for a period of five (5) years.

11.      NOTICES. All notices, directions, consents, other communications to,
         upon, and between the parties shall be in writing and shall be deemed
         to have been given, delivered, made and received when sent or mailed by
         certified mail, postage prepaid and return receipt requested, addressed
         to the CORPORATION at its principal office and to EMPLOYEE at his
         residential address as it appears on the employment records or the
         CORPORATION

12.      PRIOR AGREEMENTS. All prior agreements and understandings of every kind
         between the parties regarding the employment of EMPLOYEE by the
         CORPORATION are superseded by this Agreement and are hereby terminated.

13.      EFFECT. This Agreement shall be binding on and inure to the respective
         benefit of EMPLOYEE and the personal representative of EMPLOYEE and the
         CORPORATION and its successor and assigns.

14.      SEVERABILITY. The invalidity or unenforceability or any provision of
         this Agreement shall not affect the validity or enforceability of any
         other provision.

15.      MODIFICATION. No provision of this Agreement, including the provision
         of this paragraph, may be modified, deleted or amended in any manner
         except by an Agreement in writing executed by each of the parties.

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16.      ASSIGNMENT. Neither this Agreement nor any interest herein may be
         assigned by either party.

17.      CONSTRUCTION. This Agreement is executed and delivered in the State of
         Utah and shall be construed and enforced in accordance with the laws of
         such state.

18.      ORIGINAL COPIES. This Agreement may be executed in more than one
         counterpart, each of which shall be deemed an original and binding as
         against the signator.

19.      HEADINGS. The underlined headings herein are for convenience only and
         shall not affect the interpretation of this Agreement.

20.      ATTORNEYS' FEE. If either party brings an action to enforce his or its
         rights under this Agreement, in addition remedies to which such party
         may be entitled, the prevailing party shall be entitled to recover
         attorneys' fees and costs.



SIGNATURE PAGE FOLLOWS
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WITNESS the following signatures as of the above written date.

                  CORPORATION:              FORCE 10 TRADING, INC.
                                            A Nevada corporation


                                            By:  /s/ Richard Torney
                                                 -------------------------------
                                                 Richard Torney, Director


                                            By:  /s/ Jon H. Marple
                                                 -------------------------------
                                                 Jon H. Marple, Director



                  EMPLOYEE:                 /S/ Mary E. Blake
                                            ------------------------------------
                                            Mary E. Blake


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