Exhibit 10.4 Employment Agreement


    

      AMERICAN
        SECURITY RESOURCES CORPORATION

      WARRANT
        AGREEMENT

      


      AMERICAN
        SECURITY RESOURCES CORPORATION, a Nevada corporation (the "Company") (formerly
        known as Computer Automation Systems, Inc.), for value received, hereby agrees
        to issue a Class A warrant entitling you to purchase the shares of the Company's
        common stock (the "Common Stock") set forth on the signature page hereof
        (each
        such instrument being hereinafter referred to as a "Warrant, "Warrants: or
        "Warrant Agreement"). The Warrants will be issued in consideration of an
        investment in the Company by you. The number of shares of Common Stock
        purchasable upon exercise of the Warrants is subject to adjustment as provided
        in Section 5 below. The Warrants will be exercisable by each you or any other
        Warrant holder (as defined below) as to all or any lesser number of shares
        of
        Common Stock covered thereby, at an initial Purchase Price of $.30 per share,
        subject to adjustment as provided in Section 5 below, for the exercise period
        defined in Section 3(a) below. The term "Warrant holder" refers to each person
        whose name appears on the signature page of this agreement and any transferee
        or
        transferees of any of them permitted by Section 2(a) below. Such term, when
        used
        in this Warrant Agreement in reference to or in the context of a person who
        holds or owns shares of Common Stock issued upon exercise of a Warrant, refers
        where appropriate to such person who holds or owns such shares of Common
        Stock.

      


      1.
        Representations and Warranties.

      The
        Company represents and warrants to you as follows:

      


      (a)
        Corporate and Other Action. The Company has all requisite power and authority
        (corporate and other), and has taken all necessary corporate action, to
        authorize, execute, deliver and perform this Warrant Agreement, to execute,
        issue, sell and deliver the Warrants and a certificate or certificates
        evidencing the Warrants, to authorize and reserve for issue and, upon payment
        from time to time of the Purchase Price, to issue, sell and deliver, the
        shares
        of the Common Stock issuable upon exercise of the Warrants (the "Shares"),
        and
        to perform all of its obligations under this Warrant Agreement and the Warrants.
        The Shares, when issued in accordance with this Agreement, will be duly
        authorized and validly issued and outstanding, fully paid and nonassessable
        and
        free of all liens, claims, encumbrances and preemptive rights. This Warrant
        Agreement and, when issued, each Warrant issued pursuant hereto, has been
        or
        will be duly executed and delivered by the Company and is or will be a legal,
        valid and binding agreement of the Company, enforceable in accordance with
        its
        terms. No authorization, approval, consent or other order of any governmental
        entity, regulatory authority or other third party is required for such
        authorization, execution, delivery, performance, issue or sale.

      


      (b)
        No
        Violation. The execution and delivery of this Warrant Agreement, the
        consummation of the transactions herein contemplated and the compliance with
        the
        terms and provisions of this Warrant Agreement and of the Warrants will not
        conflict with, or result in a breach of, or constitute a default or an event
        permitting acceleration under, any statute, the Certificate of Incorporation
        or
        Bylaws of the Company or any indenture, mortgage, deed of trust, note, bank
        loan, credit agreement, franchise, license, lease, permit, or any other
        agreement, understanding, instrument, judgment, decree, order, statute, rule
        or
        regulation to which the Company is a party or by which it is or may be
        bound.

      


      2.
        Transfer.

      


      (a)
        Transferability of Warrants. You agree that the Warrants are being acquired
        as
        an investment and not with a view to distribution thereof and that the Warrants
        may not be transferred, sold, assigned or hypothecated except as provided
        herein
        and in compliance with all applicable securities and other
        laws.


      


      (b)
        Registration of Shares. You agree not to make any sale or other disposition
        of
        the Shares except pursuant to a registration statement which has become
        effective under the Securities Act of 1933, as amended (the "Act"), setting
        forth the terms of such offering, the underwriting discount and commissions
        and
        any other pertinent data with respect thereto, unless you have provided the
        Company with an opinion of counsel reasonably acceptable to the Company that
        such registration is not required. Certificates representing the Shares,
        which
        are not registered as provided in Section 2, shall bear an appropriate legend
        and be subject to a "stop-transfer" order.

      


      3.
        Exercise of Warrants; Partial Exercise; Redemption.

      


      (a)
        Exercise Period. This Warrant is exercisable from the date hereof and expires
        on
        December 31, 2006. The Board of Directors reserves the right to extend the
        Exercise Period for up to 12 months.

      


      (b)
        Exercise in Full. Subject to Section 3(a), Warrants may be exercised in full
        by
        the Warrant holder by surrender of the Warrants, with the form of subscription
        at the end thereof duly executed by such Warrant holder, to the Company at
        its
        principal office, accompanied by payment, in cash or by certified or bank
        cashier's check payable to the order of the Company, in the amount obtained
        by
        multiplying the number of shares of the Common Stock represented by the
        respective Warrant or Warrants by the Purchase Price per share (after giving
        effect to any adjustments as provided in Section 5 below).

      


      (c)
        Partial Exercise. Subject to Section 3(a), each Warrant may be exercised
        in part
        by the Warrant holder by surrender of the Warrant, with the form of subscription
        at the end thereof duly executed by such Warrant holder, in the manner and
        at
        the place provided in Section 3(b) above, accompanied by payment, in cash
        or by
        certified or bank cashier's check payable to the order of the Company, in
        amount
        obtained by multiplying the number of shares of the Common Stock designated
        by
        the Warrant holder in the form of subscription attached to the Warrant by
        the
        Purchase Price per share (after giving effect to any adjustments as provided
        in
        Section 5 below). Upon any such partial exercise, the Company at its expense
        will forthwith issue and deliver to or upon the order of the Warrant holder
        a
        new Warrant of like tenor, in the name of the Warrant holder thereof or as
        the
        Warrant holder (upon payment by such Warrant holder of any applicable transfer
        taxes) may request, subject to Section 2(a), calling in the aggregate for
        the
        purchase of the number of shares of the Common Stock equal to the number
        of such
        shares called for on the face of the respective Warrant (after giving effect
        to
        any adjustment herein as provided in Section 5 below) minus the number of
        such
        shares designated by the Warrant holder in the aforementioned form of
        subscription.

      


      (d)
        Company to Reaffirm Obligations. The Company will, at the time of any exercise
        of any Warrant, upon the request of the Warrant holder, acknowledge in writing
        its continuing obligation to afford to such Warrant holder any rights to
        which
        such Warrant holder shall continue to be entitled after such exercise in
        accordance with the provisions of this Warrant Agreement; provided, however,
        that if the Warrant holder shall fail to make any such request, such failure
        shall not affect the continuing obligation of the Company to afford to such
        Warrant holder any such right.

      (e)
        Method of Redemption. If the closing bid price of the Common Stock shall
        have
        equaled or exceeded 200% of the Purchase Price, as adjusted, for a period
        of at
        least twenty (20) of the last thirty trading days at any time during the
        term
        hereof, the Company may, in its sole discretion, redeem the Warrants by paying
        Warrant holders $.01 per Warrant, provided such notice is mailed to all Warrant
        holders not later than thirty (30) days after the end of such period and
        prescribes a redemption date at least thirty (30) days but not more than
        sixty
        (60) days thereafter. Warrant holders will be entitled to exercise Warrants
        at
        any time up to the business day next preceding the redemption date.

      


      


      4.
        Delivery of Stock Certificates on Exercise.

      Any
        exercise of the Warrants pursuant to Section 3 shall be deemed to have been
        effected immediately prior to the close of business on the date on which
        the
        Warrants together with the subscription form and the payment for the aggregate
        Purchase Price shall have been received by the Company. At such time, the
        person
        or persons in whose name or names any certificate or certificates representing
        the Shares or Other Securities (as defined below) shall be issuable upon
        such
        exercise shall be deemed to have become the holder or holders of record of
        the
        Shares or Other Securities so purchased. As soon as practicable after the
        exercise of any Warrant in full or in part, and in any event within 10 days
        thereafter, the Company at its expense (including the payment by it of any
        applicable issue taxes) will cause to be issued in the name of, and delivered
        to
        the purchasing Warrant holder, a certificate or certificates representing
        the
        number of fully paid and non-assessable shares of Common Stock or Other
        Securities to which such Warrant holder shall be entitled upon such exercise,
        plus in lieu of any fractional share to which such Warrant holder would
        otherwise be entitled, cash in an amount determined pursuant to Section 6(h),
        together with any other stock or other securities and property (including
        cash,
        where applicable). The term "Other Securities" refers to any stock (other
        than
        Common Stock), other securities or assets (including cash) of the Company
        or any
        other person (corporate or otherwise) which the holders of the Warrants at
        any
        time shall be entitled to receive, or shall have received, upon the exercise
        of
        the Warrants, in lieu of or in addition to Common Stock, or which at any
        time
        shall be issuable or shall have been issued in exchange for or in replacement
        of
        Common Stock or Other Securities pursuant to Section 5 below or
        otherwise.

      


      5.
        Adjustment of Purchase Price and Number of Shares Purchasable.

      The
        Purchase Price and the number of Shares are subject to adjustment

      from
        time
        to time as set forth in this Section 5.

      


      (a)
        In
        case the Company shall at any time after the date of this Agreement


          (i)
        declare a
        dividend on the Common Stock in shares of its capital stock, 

          (ii)
        subdivide the outstanding Shares, 

          (iii)
        combine
        the outstanding Common Stock into a smaller number of Common Stock, or (iv)
        issue any shares of its capital stock by reclassification of the Common Stock
        (including any such reclassification in connection with a
        consolidation or merger in which the Company is the continuing corporation),
        then in each case the Purchase Price, and the number and kind of Shares
        receivable upon exercise, in effect at the time of the record date for such
        dividend or of the effective date of such subdivision, combination, or
        reclassification shall be proportionately adjusted so that the holder of
        any
        Warrant exercised after such time shall be entitled to receive the aggregate
        number and kind of Shares which, if such Warrant had been exercised immediately
        prior to such time, he would have owned upon such exercise and been entitled
        to
        receive by virtue of such dividend, subdivision, combination, or
        reclassification. Such adjustment shall be made successively whenever any
        event
        listed above shall occur.

      


      (b)
        No
        adjustment in the Purchase Price shall be required if such adjustment is
        less
        than $.05; provided, however, that any adjustments which by reason of this
        subsection (h) are not required to be made shall be carried forward and taken
        into account in any subsequent adjustment. All calculations under this Section
        5
        shall be made to the nearest cent or to the nearest one-thousandth of a share,
        as the case may be.

      


      (c)
        Upon
        each adjustment of the Purchase Price as a result of the calculations made
        in
        any of subsection (a) of this Section 5, each Warrant outstanding prior to
        the
        making of the adjustment in the Purchase Price shall thereafter evidence
        the
        right to purchase, at the adjusted Purchase Price, that number of Shares
        (calculated to the nearest thousandth) obtained by (i) multiplying the number
        of
        Shares purchasable upon exercise of a Warrant immediately prior to adjustment
        of
        the number of Shares by the Purchase Price in effect prior to adjustment
        of the
        Purchase Price and (ii) dividing the product so obtained by the Purchase
        Price
        in effect immediately after such adjustment of the Purchase Price.

      


      (d)
        In
        case of any capital reorganization of the Company, or of any reclassification
        of
        the Common Stock (other than a reclassification of the Common Stock referred
        to
        in subsection (a) of this Section 5), or in the case of the consolidation
        of the
        Company with or the merger of the Company into any other corporation or of
        the
        sale, transfer, or lease of the properties and assets of the Company as,
        or
        substantially as, an entirety to any other corporation, each Warrant shall
        after
        such capital reorganization, reclassification of the Common Stock,
        consolidation, merger, sale, transfer, or lease be exercisable, upon the
        terms
        and conditions specified in this Agreement, for the number of shares of stock
        or
        other securities, assets, or cash to which a holder of the number of shares
        of
        Common Stock purchasable (at the time of such capital reorganization,
        reclassification of shares, consolidation, merger, sale, transfer, or lease)
        upon exercise of such Warrant would have been entitled upon such capital
        reorganization, reclassification of the Common Stock, consolidation, merger,
        sale, transfer, or lease; and in any such case, if necessary, the provisions
        set
        forth in this Section 5 with respect to the rights and interests thereafter
        of
        the holders of the Warrants shall be appropriately adjusted so as to be
        applicable, as nearly as may reasonably be, to any shares of stock or other
        securities, assets, or cash thereafter deliverable upon the exercise of the
        Warrants. The subdivision or combination of the Common Stock at any time
        outstanding into a greater or lesser number of shares shall not be deemed
        to be
        a reclassification of the Common Stock for the purposes of this paragraph.
        The
        Company shall not effect any such consolidation, merger, transfer, or lease,
        unless prior to or simultaneously with the consummation thereof, the successor
        corporation (if other than the Company) resulting from such consolidation
        or
        merger or the corporation purchasing, receiving, or leasing such assets or
        other
        appropriate corporation or entity shall assume, by written instrument executed
        and delivered to the Warrant holder, the obligation to deliver to the Warrant
        holder such shares of stock, securities, or assets as, in accordance with
        the
        foregoing provisions, such holders may be entitled to purchase, and to perform
        the other obligations of the Company under this Warrant Agreement.

      


      6.
        Further Covenants of the Company.

      


      (a)
        Dilution or Impairments. The Company will not, by amendment of its certificate
        or articles of incorporation or through any reorganization, transfer of assets,
        consolidation, merger, dissolution, issue or sale of securities or any other
        voluntary action, avoid or seek to avoid the observance or performance of
        any of
        the terms of the Warrants or of this Warrant Agreement, but will at all times
        in
        good faith assist in the carrying out of all such terms and in the taking
        of all
        such action as may be necessary or appropriate in order to protect the rights
        of
        the Warrant holders against dilution or other impairment. Without limiting
        the
        generality of the foregoing, the Company:

      


      (i)
        shall
        at all times reserve and keep available, solely for issuance and delivery
        upon
        the exercise of the Warrants, all shares of Common Stock (or Other Securities)
        from time to time issuable upon the exercise of the Warrants and shall take
        all
        necessary actions to ensure that the par value per share, if any, of the
        Common
        Stock (or Other Securities) is at all times equal to or less than the then
        effective Purchase Price per share;

      


      (ii)
        will
        take all such action as may be necessary or appropriate in order that the
        Company may validly and legally issue fully paid and nonassessable shares
        of
        Common Stock or Other Securities upon the exercise of the Warrants from time
        to
        time outstanding;

      


      (iii)
        will not issue any capital stock of any class which is preferred as to dividends
        or as to the distribution of assets upon voluntary or involuntary dissolution,
        liquidation or winding-up, unless the rights of the holders thereof shall
        be
        limited to a fixed sum or percentage of par value in respect of participation
        in
        dividends and in any such distribution of assets; and

      


      (iv)
        will
        not transfer all or substantially all of its properties and assets to any
        person
        (corporate or otherwise), or consolidate with or merge into any other person
        or
        permit any such person to consolidate with or merge into the Company (if
        the
        Company is not the surviving corporation), unless such other person shall
        expressly assume in writing and will be bound by all the terms of this Warrant
        Agreement and the Warrants.

      


      (b)
        Title
        to Stock. All shares of Common Stock delivered upon the exercise of the Warrants
        shall be validly issued, fully paid and nonassessable; each Warrant holder
        shall, upon such delivery, receive good and marketable title to the Shares,
        free
        and clear of all voting and other trust arrangements, liens, encumbrances,
        equities and claims whatsoever; and the Company shall have paid all taxes,
        if
        any, in respect of the issuance thereof.

      


      (c)
        Remedies. The Company stipulates that the remedies at law of the Warrant
        holder
        or any holder of Shares in the event of any default or threatened default
        by the
        Company in the performance of or compliance with any of the terms of this
        Warrant Agreement or the Warrants are not and will not be adequate and that
        such
        terms may be specifically enforced by a decree for the specific performance
        of
        any agreement contained herein or in the Warrants or by an injunction against
        a
        violation of any of the terms hereof or thereof or otherwise.

      


      (d)
        Exchange of Warrants. Subject to Section 2(a) hereof, upon surrender for
        exchange of any Warrant to the Company, the Company at its expense will promptly
        issue and deliver to or upon the order of the holder thereof a new Warrant
        or
        like tenor, in the name of such holder or as such holder (upon payment by
        such
        Warrant holder of any applicable transfer taxes) may direct, calling in the
        aggregate for the purchase of the number of shares of the Common Stock called
        for on the face or faces of the Warrant or Warrants so surrendered. The Warrants
        and all rights thereunder are transferable in whole or in part upon the books
        of
        the Company by the registered holder thereof, subject to the provisions of
        Section 2(a), in person or by duly authorized attorney, upon surrender of
        the
        Warrant, duly endorsed, at the principal office of the Company.

      


      (e)
        Replacement of Warrants. Upon receipt of evidence reasonably satisfactory
        to the
        Company of the loss, theft, destruction or mutilation of any Warrant and,
        in the
        case of any such loss, theft or destruction, upon delivery of an indemnity
        agreement reasonably satisfactory in form and amount to the Company or, in
        the
        case of any such mutilation, upon surrender and cancellation of such Warrant,
        the Company, at the expense of the Warrant holder, will execute and deliver,
        in
        lieu thereof, a new Warrant of like tenor.

      


      (f)
        Reporting by the Company. The Company agrees that during the term of the
        Warrants it will use its best efforts to keep current in the filing of all
        forms
        and other materials, if any, which it may be required to file with the
        appropriate regulatory authority pursuant to the Securities Exchange Act
        of
        1934, as amended (the "Exchange Act"), and all other forms and reports required
        to be filed with any regulatory authority having jurisdiction over the
        Company.

      


      (g)
        Fractional Shares. No fractional Shares are to be issued upon the exercise
        of
        any Warrant, but the Company shall pay a cash adjustment in respect of any
        fraction of a share which would otherwise be issuable in an amount equal
        to such
        fraction multiplied by the closing price which shall be the last reported
        sales
        price regular way or, in case no such reported sales takes place on such
        day,
        the average of the closing bid and asked prices regular way, on the principal
        national securities exchange in the United States on which the Common Stock
        is
        listed or admitted to trading, or if the Common Stock is not listed or admitted
        to trading on any such national securities exchange, the average of the highest
        reported bid and lowest reported asked price as furnished by the National
        Association of Securities Dealers, Inc. through its automated quotation system
        ("Nasdaq") or a similar organization if Nasdaq is no longer reporting such
        information.

      


      7.
        Other
        Warrant Holders: Holders of Shares. The Warrants are issued upon the following
        terms, to all of which each Warrant holder by the taking thereof consents
        and
        agrees: (a) any person who shall become a transferee, within the limitations
        on
        transfer imposed by Section 2(a) hereof, of a Warrant properly endorsed shall
        take such Warrant subject to the provisions of Section 2(a) hereof and thereupon
        shall be authorized to represent himself as absolute owner thereof and, subject
        to the restrictions contained in this Warrant Agreement, shall be empowered
        to
        transfer absolute title by endorsement and delivery thereof to a permitted
        bona
        fide purchaser for value; (b) any person who shall become a holder or owner
        of
        Shares shall take such shares subject to the provisions of Section 2(b) hereof;
        (c) each prior taker or owner waives and renounces all of his equities or
        rights
        in such Warrant in favor of each such permitted bona fide purchaser, and
        each
        such permitted bona fide purchaser shall acquire absolute title thereto and
        to
        all rights presented thereby; and (d) until such time as the respective Warrant
        is transferred on the books of the Company, the Company may treat the registered
        holder thereof as the absolute owner thereof for all purposes, notwithstanding
        any notice to the contrary.

      


      8.
        Miscellaneous.

      All
        notices, certificates and other communications from or at the request of
        the
        Company to any Warrant holder shall be mailed by first class, registered
        or
        certified mail, postage prepaid, to such address as may have been furnished
        to
        the Company in writing by such Warrant holder, or, until an address is so
        furnished, to the address of the last holder of such Warrant who has so
        furnished an address to the Company, except as otherwise provided herein.
        This
        Warrant Agreement and any of the terms hereof may be changed, waived, discharged
        or terminated only by an instrument in writing signed by the party against
        which
        enforcement of such change, waiver, discharge or termination is sought. This
        Warrant Agreement shall be construed and enforced in accordance with and
        governed by the laws of the State of Texas. The headings in this Warrant
        Agreement are for purposes of reference only and shall not limit or otherwise
        affect any of the terms hereof. This Warrant Agreement, together with the
        forms
        of instruments annexed hereto as exhibits, constitutes the full and complete
        agreement of the parties hereto with respect to the subject matter hereof.
        

      


      IN
        WITNESS WHEREOF, the Company has caused this Warrant Agreement to be executed
        in
        Houston, Texas, by its proper corporate officers, thereunto duly authorized
        as
        of the date set forth below. 

      


      AMERICAN
        SECURITY RESOURCES CORPORATION

      


      By:
        ___________________________________

      L.
        EDWARD
        PARKER CEO 

      Dated:_________________________________

      


      The
        above
        Warrant Agreement is confirmed as of the date hereof.

      (to
        be
        Witnesses by AMERICAN SECURITY RESOURCES CORPORATION)

      


      


      By:_________________________________

      


      Printed
        Name: ________________________

      


      Title:________________________________