EXHIBIT 10.5


                              EMPLOYMENT AGREEMENT


        This Employment  Agreement (the "Agreement") is made and entered into as
of March 1,  2003  (the  "Effective  Date"),  by and  between  Mardan  Afrasiabi
("Employee")   and   Stonehouse   Technologies,   Inc.,   a  Texas   corporation
("Stonehouse") (collectively the "parties").

1.  Duties.

     Stonehouse hereby employs Employee,  and Employee hereby agrees to serve as
the President  and Chief  Operating  Officer of  Stonehouse  during the Term (as
defined hereinafter)  hereof.  Employee shall have such duties and powers as are
normally  accorded a President and Chief Operating  Officer of a corporation and
shall loyally,  conscientiously  and in good faith perform such duties as may be
assigned to him from time to time by the Board of Directors of Stonehouse. Those
duties include achieving performance standards and improved operating results in
a manner normally expected of a President and Chief Operating Officer.

2.  Term and Termination.

     (a) Term of Agreement.

     (i)  Original Term.  Unless  extended or earlier  terminated as provided in
          this Agreement,  the term of Employee's  employment  shall commence on
          the Effective  Date and shall  continue  until  February 28, 2004 (the
          "Original Term").

     (ii) One Year Renewals. Employee shall deliver to Stonehouse written notice
          regarding  each year's  expiration  within  fifteen (15) calendar days
          before (A) December 1, 2003 (the  "Initial  Notice Date") and (B) each
          anniversary thereafter (each a "Subsequent  Notice"-the Initial Notice
          and any  Subsequent  Notices  are  herein  after  referred  to as "the
          Notice").  Unless (A) Stonehouse  delivers  written notice to Employee
          within  fifteen (15)  calendar days after receipt of the Notice of its
          intent not to extend the term of this Agreement ("Non-Renewal Notice")
          or (B) this  Agreement is otherwise  terminated  prior to February 28,
          2004  or  the  then  applicable  Annual  Renewal  Period  (as  defined
          hereinafter)  as provided in this  Agreement,  this Agreement shall be
          automatically  renewed for an unlimited  number of additional  one (1)
          year periods (each an "Annual Renewal Period").  The Original Term and
          any Annual Renewal Periods are hereinafter collectively referred to as
          the  "Term".  In the event  Employee  fails to  deliver  the Notice to
          Stonehouse  prior to the  expiration of the Term,  Stonehouse  will be
          permitted to deliver a Non-Renewal Notice to Employee at anytime prior
          to the expiration of the Term.

     (b) Termination By Stonehouse for Cause.  Notwithstanding  anything in this
Agreement to the contrary,  express or implied,  this Agreement,  and Employee's
employment,  may be terminated  immediately  and without notice by Stonehouse at
any time during the Term of this  Agreement for "Fair and Honest Cause or Reason
Regulated by Good Faith"  ("Cause").  In case of such  termination,  the Company
shall provide Employee, in writing,  specific reasons, examples and instances of
breach which it considers grounds for the termination,  including  references to
any specific provisions below. For purposes of this Agreement,  Cause shall mean
Employee's:

     (i)  material breach of any provision of this Agreement;

     (ii) failure  or  refusal  to  perform  his  duties  and  responsibilities,
          including  those  duties  outlined  in  Section  1, or the  failure or
          refusal of Executive to devote his full business time and attention to
          Stonehouse  and use his best  efforts,  skills  and  abilities  in the
          business and affairs of  Stonehouse,  including to promote the general
          welfare and  interest of  Stonehouse  and to  preserve,  maintain  and
          enhance its business in accordance with the terms hereof, in each case
          where such  failure or  refusal is not cured or  corrected  within ten
          (10) days after  receipt  of written  notice  from  Stonehouse,  which
          notice  shall state  specific  instances  and cures of such failure or
          refusal;

     (iii)gross  negligence  or  willful   misconduct  in  connection  with  the
          performance of his duties as an employee or officer of Stonehouse;

     (iv) engaging or participating in any activity which is competitive with or
          injurious to Stonehouse;

     (v)  behavior  which  could  foreseeably   result  in  material  damage  to
          Stonehouse's business;

     (v)  commission of any act of fraud or material  misrepresentation  against
          Stonehouse or use or appropriation for his personal use and benefit of
          any funds,  assets or  properties  of  Stonehouse  not  authorized  by
          Stonehouse to be so used or appropriated; or

     (vi) knowing  violation of law,  conviction  for  commission of a felony or
          conviction for a crime involving dishonesty or moral turpitude.

     Upon  termination of this Agreement by Stonehouse  pursuant to this Section
2(b), Employee shall be entitled to receive on the date of termination an amount
equal to  Employee's  Monthly  Base  Salary (as  defined in Section 4)  prorated
through the date of  termination  and any accrued and unpaid  vacation  time for
which Employee is entitled to receive compensation  pursuant to Section 4(c)(i).
Upon termination of this Agreement under this Section 2(b),  except as expressly
provided under this Section 2(b),  Stonehouse shall have no further  obligations
to Employee under this Agreement.

     (c) Termination By Stonehouse Without Cause or By Employee For Good Reason.
Notwithstanding anything in this Agreement to the contrary,  express or implied,
this Agreement, and Employee's employment,  may be terminated (i) at the will of
Stonehouse  without  Cause at any time  during the Term of this  Agreement  upon
delivery of written notice to Employee or (ii) at the will of Employee for "Good
Reason" (as defined  below) at any time during the Term of this  Agreement  upon
delivery of written notice to Stonehouse; provided, however, that Employee shall
nonetheless be entitled to receive the following:

     (i)  to the extent this Agreement, and Employee's employment, is terminated
          pursuant to this  Section 2(c) prior to June 1, 2003,  Employee  shall
          not be  entitled  to  receive  any salary or other  compensation  from
          Stonehouse  after the date of termination,  Stonehouse  shall not have
          any  further   obligations   to  Employee  under  this  Agreement  and
          Employee's Non-Qualified Stock Option Agreement set forth in Section 4
          (b) shall  automatically be deemed null and void and have no force and
          effect on either Employee or Stonehouse;

     (ii) to the extent this Agreement, and Employee's employment, is terminated
          pursuant to this Section 2(c) after May 31, 2003 but prior to December
          1, 2003, or Stonehouse delivers a Non-Renewal Notice to Employee prior
          to February 28, 2004,  Employee  shall be entitled to his Monthly Base
          Salary (as  defined  in  Section  4(a)) for a period of six (6) months
          following  the   termination,   provided  that,  to  the  extent  that
          notwithstanding (A) Stonehouse's  decision not to renew this Agreement
          and  Employee's  employment,   following  February  28,  2004  or  (B)
          Employee's voluntary  termination of his employment with Stonehouse as
          a result of a material  diminution of Employee's duties hereunder,  as
          the case may be, Stonehouse requests that Employee continue to provide
          services  to the  Company for a period of up to ninety (90) days after
          Stonehouse  delivers a  Non-Renewal  Notice to  Employee  or  Employee
          terminates his  employment  with  Stonehouse,  as the case may be (any
          such  period  being  referred  to  herein as the  "Initial  Transition
          Period"),  (y) if Employee  provides such services  during the Initial
          Transition  Period,  upon expiration of the Initial Transition Period,
          Employee  shall be entitled to his Monthly Base Salary for a period of
          six (6) months  following  the  expiration  of the Initial  Transition
          Period and (z) if Employee does not provide such  services  during the
          Initial  Transition  Period,  notwithstanding  anything  herein to the
          contrary,  Employee  shall not be entitled to his Monthly  Base Salary
          for a period of six (6)  months but rather  shall be  entitled  to his
          Monthly  Base Salary for six (6) months  less the  Initial  Transition
          Period  beginning  on the  expiration  date of the Initial  Transition
          Period; and

     (iii)to  the  extent  this  Agreement,   and  Employee's   employment,   is
          terminated  during any year after the  expiration of the Original Term
          pursuant  to this  Section  2(c),  Employee  shall be  entitled to his
          Monthly Base Salary for a period of twelve (12) months  following  the
          termination  provided  that, to the extent that,  notwithstanding  (A)
          Stonehouse's  decision  not to renew this  Agreement,  and  Employee's
          employment,  following the  expiration of any Annual Renewal Period or
          (B) Employee's voluntary termination of his employment with Stonehouse
          as a result of a material  diminution of Employee's  duties hereunder,
          as the case may be,  Stonehouse  requests  that  Employee  continue to
          provide services to the Company for a period of up to ninety (90) days
          after Stonehouse delivers a Non-Renewal Notice to Employee or Employee
          terminates his  employment  with  Stonehouse,  as the case may be (any
          such period  being  referred to herein as the  "Subsequent  Transition
          Period"), (A) if Employee provides such services during the Subsequent
          Transition  Period,  upon  expiration  of  the  Subsequent  Transition
          Period,  Employee  shall be entitled to his Monthly  Base Salary for a
          period  of  twelve  (12)  months   following  the  expiration  of  the
          Subsequent Transition Period and (B) if Employee does not provide such
          services  during the  Subsequent  Transition  Period,  notwithstanding
          anything herein to the contrary, Employee shall not be entitled to his
          Monthly  Base  Salary  for a period of twelve  (12)  months but rather
          shall be entitled  to his  Monthly  Base Salary for twelve (12) months
          less the  Subsequent  Transition  Period,  beginning on the expiration
          date of the Subsequent Transition Period.

     For purposes of this  Agreement,  "Good  Reason"  shall mean (i) a material
diminution in Employee's duties and benefits (including  compensation) hereunder
and (ii) any material breach of the provisions of this Agreement by the Company,
where such failure is not cured or corrected  within ten (10) days after receipt
of written notice from Employee of such failure.

     All amounts  payable to Employee  under this  Section 2(c) shall be paid to
Employee in equal monthly  installments  during the applicable  period set forth
above. If Stonehouse elects to terminate this Agreement pursuant to this Section
2(c),  Stonehouse shall not have any further  obligations to Employee under this
Agreement  other than the  payment of the Monthly  Base Salary  pursuant to this
Section  2(c) and any accrued  and unpaid  vacation  time for which  Employee is
entitled to receive  compensation  pursuant to Section 4(c)(i).  Notwithstanding
the  foregoing,  in the event  Employee is terminated  by Stonehouse  under this
Section 2(c) and Employee  thereafter  engages or  participates  in any activity
described in Section  2(b)(iv) or  prohibited  by Section 3, 5 or 6,  Stonehouse
shall not have any  further  obligations  to pay  Employee  as set forth in this
Section 2(c).

     (d) Voluntary  Termination by Employee. Employee may voluntarily  terminate
his employment with Stonehouse  without Good Reason by giving  Stonehouse  sixty
(60)  days  advance  written  notice.  Upon  any  voluntary  termination  of his
employment with Stonehouse without Good Reason under this Section 2(d), Employee
shall be entitled to receive an amount equal to  Employee's  Monthly Base Salary
prorated  through the date of  termination  and any accrued and unpaid  vacation
time for which Employee is entitled to receive compensation  pursuant to Section
4(c)(i).  Upon any termination of Employee's employment with Stonehouse pursuant
to this Section 2(d),  except as expressly  provided under this subsection 2(d),
Stonehouse  shall  not have any  further  obligations  to  Employee  under  this
Agreement.

     (e) Automatic Termination. This Agreement, and Employee's employment, shall
terminate  immediately  and  without  the  necessity  of any notice or any other
action by any party hereto upon the first to occur of the following:

     (i)  The death of Employee;

     (ii) The loss of Employee's legal capacity to contract;

     (iii)The  inability  of Employee to perform his duties or  responsibilities
          hereunder,  as a result of mental or physical  ailment or  incapacity,
          for an aggregate of ninety (90) calendar days during any calendar year
          (whether or not consecutive) (a "Disability") unless waived in writing
          by Stonehouse; or

     (iv) The date on which timely  notice has been given as required by Section
          2(a)(ii),  provided that Employee may continue to provide  services to
          the Company  during the Initial  Transition  Period or the  Subsequent
          Transition Period as set forth in Section 2(c).

     Upon  termination of this Agreement  pursuant to clauses (i), (ii) or (iii)
of this Section 2(e),  Employee or Employee's  estate, as the case may be, shall
be entitled to an amount equal to (i)  Employee's  Monthly Base Salary  prorated
through the date of termination  plus (ii) Employee's  Monthly Base Salary for a
period of three (3) months or the  remaining  period of the Term,  whichever  is
less plus (iii) any  accrued  and unpaid  vacation  time for which  Employee  is
entitled  to receive  compensation  pursuant  to Section  4(c)(i).  The  amounts
payable under (i), (ii) and (iii) above shall be payable within thirty (30) days
of the date of termination.  Upon payment of such amounts,  Stonehouse shall not
have any further  obligations to Employee or Employee's  estate, as the case may
be, under this Agreement.

3. Non-competition.  Employee shall not, directly or indirectly, render services
of a  business,  professional  or  commercial  nature  to, or have any  interest
whatsoever  in,  any other  person or entity  that  competes  with  Stonehouse's
business,  whether  alone,  as an employee,  as a partner,  or as a shareholder,
officer  or  director  of any  corporation  or other  business  entity,  or as a
trustee,  fiduciary  or in any  similar  representative  capacity  of any  other
entity.  Notwithstanding the foregoing, the expenditure of reasonable amounts of
time for educational,  charitable or professional activities shall not be deemed
a breach of this Agreement if those activities do not materially  interfere with
the services required under this Agreement.  The  non-competition  provisions of
this Section 3 shall  terminate two (2) years  following the date of termination
of this Agreement.

4. Compensation.

     (a) Salary.

     (i)  Beginning  on  March 1,  2003 and  continuing  through  May 31,  2003,
          Stonehouse  shall pay  Employee  a fixed  monthly  salary in an amount
          equal to Five Hundred Dollars ($500.00).

     (ii) Beginning June 1, 2003 and continuing during the entire remaining Term
          of this  Agreement,  Stonehouse  shall pay  Employee  a fixed  monthly
          salary in an amount equal to Fourteen  Thousand  Five  Hundred  Eighty
          Three Dollars ($14,583) or such greater amount as may be determined by
          the Board of Directors of Stonehouse  from time to time ("Monthly Base
          Salary").

     (iii)The Monthly Base Salary shall be paid in equal  installments  (subject
          to proration  for a period of  employment  of less than a month or any
          applicable  payroll period  therein) on  Stonehouse's  regular payroll
          dates.  Employee  authorizes  Stonehouse to make such  deductions  and
          withholdings  from his Monthly  Base Salary and any other  earnings of
          Employee  from  Stonehouse  as are required by law,  which  deductions
          shall include,  without limitation,  withholding for federal and state
          income tax and Social Security and Medicare withholding.

     (b)  Options.  On the  Effective  Date,  the Company  shall grant  Employee
options to purchase  Stonehouse  common  stock  pursuant  to, and subject to the
terms of, that certain  Non-Qualified  Stock Option Agreement attached hereto as
Exhibit A.

     (c) Additional Compensation and Benefits.  Beginning June 1, 2003, Employee
shall be entitled to the following additional benefits:

     (i)  Employee  shall  be  entitled  to four  weeks  paid  vacation  in each
          twelve-month period during Employee's employment hereunder; and

     (ii) Stonehouse  shall pay for Employee's  portion of the standard  medical
          insurance plan,  standard  disability  plan,  standard dental plan and
          standard  life  insurance  plan provided for by  Stonehouse.  Employee
          shall   additionally  be  eligible  to  participate  in  any  standard
          Stonehouse retirement benefits including but not limited to Stonehouse
          401(k)  retirement  plans.  Any  additional  premiums  for  Employee's
          dependents shall be the responsibility of Employee;

     (d) Expenses.  Beginning on the  Effective  Date,  Stonehouse  shall pay or
reimburse  Employee for all reasonable  and necessary  travel and other business
expenses  incurred or paid by Employee in connection with the performance of his
services under this Agreement  upon approval of Stonehouse and  presentation  of
expense  statements,  vouchers,  logs and such other  supporting  information as
Stonehouse may reasonably request from time to time.

5. Nondisclosure and Assignment of Proprietary and Confidential Information.  In
consideration  and recognition of the fact that Employee has had, and during the
course  of his  employment  with  Stonehouse  may have,  access to  Confidential
Information (as hereinafter defined) of Stonehouse or other information and data
or secrets of a proprietary  nature of Stonehouse  which  Stonehouse  desires to
keep  confidential,  and that Stonehouse has furnished,  or during the course of
Employee's employment will furnish,  such Confidential  Information to Employee,
Employee agrees and acknowledges as follows:

     (a)  Confidential  Information.  As used  herein,  the  term  "Confidential
Information" shall mean and include,  without limitation,  any and all marketing
and sales data, prices, plans and strategies, financial projections,  suppliers,
customer lists,  prospective customer lists,  promotional ideas, data concerning
Stonehouse's services, designs, methods, inventions,  improvements,  discoveries
or  designs,  whether  or  not  patentable,   "know-how",   training  and  sales
techniques,  and any other information of a similar nature disclosed to Employee
or otherwise  made known to him as a  consequence  of or through his  employment
with Stonehouse (including information originated by Employee) during Employee's
employment;  provided, however, that the term Confidential Information shall not
include any information  that (i) at the time of the disclosure or thereafter is
or  becomes  generally  available  to and known by the  public,  other than as a
result of a disclosure by Employee or any agent or representative of Employee in
violation  of  this   Agreement;   or  (ii)  was  available  to  Employee  on  a
non-confidential  basis  from a  source  other  than  Stonehouse,  or any of its
officers, directors, employees, agents or other representatives.

     (b) Exclusive  Rights;  Assignment to Stonehouse.  Stonehouse has exclusive
rights  to  all  Confidential  Information,   and  Employee  hereby  assigns  to
Stonehouse  all  rights  he  might   otherwise   possess  in  any   Confidential
Information.  Except as required in the performance of his duties to Stonehouse,
Employee  will not at any time  during  or after  his  employment,  directly  or
indirectly  use,  communicate,  disclose,  disseminate,  lecture  upon,  publish
articles or otherwise  disclose or put in the public  domain,  any  Confidential
Information  relating to  Stonehouse,  or its  services,  products or  business.
Employee  agrees to deliver  to  Stonehouse  any and all copies of  Confidential
Information  in the  possession  or control of Employee  upon the  expiration or
termination of this Agreement, or at any other time upon request. This Section 5
shall  survive  the  termination  of  this  Agreement  and  the  termination  of
Employee's employment with Stonehouse.

6.  Solicitation  of  Employees,  Customers  and Others.  In  consideration  and
recognition of the fact that Employee's position with Stonehouse is an executive
position  involving  fiduciary   responsibility  to  Stonehouse  and  access  to
Stonehouse's Confidential Information, Employee agrees that he will not directly
or  indirectly  (i) solicit,  influence or attempt to  influence  any  customer,
potential  customer or  supplier of  Stonehouse  to cease  doing  business  with
Stonehouse or to do business with a competing company or (ii) solicit, influence
or  attempt to  influence  any  employee  of  Stonehouse  to leave the employ of
Stonehouse, or otherwise employ any employee of Stonehouse. This Section 6 shall
survive  for a period  of two (2)  years  from the date of  termination  of this
Agreement.

7. Remedies and Enforcement Upon Breach.  Employee agrees and acknowledges  that
any  violation  of Sections 3, 5 and 6 shall  entitle  Stonehouse  to pursue any
appropriate  remedies  or  relief  provided  by law or  equity  and to  obtain a
temporary  restraining  order if warranted,  injunctive  relief if  appropriate,
and/or specific performance of the foregoing agreements and covenants.  Employee
has carefully  read and considered the provisions of Sections 3, 5 and 6 of this
Agreement,  and agrees that the restrictions  contained therein (including,  but
not  limited  to,  the  time  period)  are fair and  reasonable  and that  these
provisions are reasonably  required for  protection of  Stonehouse's  interests.
Employee  further  agrees that a violation  by Employee of any of the  covenants
contained  in Sections 3, 5 and 6 will cause damage to  Stonehouse  that will be
significant,  material and difficult or impossible  to adequately  measure,  and
that in the  event of such a breach,  Stonehouse  will be  entitled  to seek and
obtain injunctive relief.  Employee  expressly  acknowledges and agrees that the
respective  covenants and agreements will be construed in such a manner as to be
enforceable  under  applicable  laws if a more limited  scope is determined by a
court of competent jurisdiction to be required.

8. Representation by Employee. Employee represents and warrants that he is under
no restriction or disability by reason of any prior contract or otherwise  which
would prevent him from entering into and performing  his duties and  obligations
under this Agreement.

9. Notices. All notices,  requests,  demands and other communications under this
Agreement  must be in writing and shall be deemed to have been duly given on the
date of service if served personally on the party to whom notice is to be given,
or on the date indicated on the return receipt as the date of receipt or refusal
if  mailed  to the  party to whom  notice  is to be given by first  class  mail,
registered or certified, postage prepaid, return receipt requested, and properly
addressed as follows:

        to Stonehouse:     c/o nStor Technologies, Inc.
                           100 Century Blvd
                           West Palm Beach, FL 33417
                           Attn: H. Irwin Levy
                           Fax: 561-640-3160



        to the Employee:   Mardan Afrasiabi
                           19700 Fairchild Rd., Suite 290
                           Irvine, CA 92612
                           Fax 949-442-9990

Any party may change its address for the purpose of this Section 9 by giving the
other party written notice of the new address in the manner set forth above.

10.  Entire  Agreement;  Termination.  This  Agreement  constitutes  the  entire
agreement  and  understanding  of the parties with  respect to the  transactions
contemplated  hereby,  and supersedes  all prior  agreements,  arrangements  and
understandings  relating to the subject matter hereof, written or otherwise.  It
is expressly  understood  that Sections 2(c),  2(e), 3, 5, 6, 7 and 9 through 19
shall survive the  termination  or expiration of this  Agreement and  Employee's
employment with Stonehouse.

11. Amendment. This Agreement may be amended, modified, superseded or cancelled,
and any of the terms,  covenants or conditions hereof may be amended,  only by a
written instrument  executed by Employee and by an authorized  representative of
Stonehouse, which expressly states the intent of the parties to modify the terms
of this Agreement.

12. Waiver.  Any failure to exercise or delay in exercising any right,  power or
privilege herein  contained,  or any failure or delay at any time to require the
other party's  performance of any  obligation  under this  Agreement,  shall not
affect the right to subsequently exercise that right, power or privilege,  or to
require  performance  of that  obligation.  A waiver of any of the provisions of
this Agreement shall not be deemed,  nor shall constitute a continuing waiver. A
waiver shall not be binding  unless  executed in writing by the party making the
waiver.

13.  Assignment;  Binding Effect.  This Agreement shall inure to the benefit of,
and be enforceable by, Stonehouse and its successors and assigns;  however, this
Agreement  is  personal  to  Employee  and may not be  assigned by him under any
circumstances.

14. Severability.  Whenever possible,  each provision of this Agreement shall be
interpreted in such manner as to be valid and effective under applicable law. If
any  provision  of this  Agreement  shall be  unlawful,  void or for any  reason
unenforceable, it shall be deemed separable from, and shall in no way affect the
validity or enforceability of, the remaining  provisions of this Agreement,  and
the rights and  obligations  of the  parties  shall be  enforced  to the fullest
extent possible.

15.  Attorney's  Fees. In any judicial  action or proceeding or any  arbitration
proceeding  between  the  parties  to  enforce  any of the  provisions  of  this
Agreement,  to seek damages on account of the breach hereof,  to seek injunctive
relief to prevent the breach  hereof,  to seek a judicial  determination  of the
rights  or  obligations  of any  party  hereto  or in  any  judicial  action  or
proceeding  or any  arbitration  proceeding  between  the  parties in which this
Agreement is raised as a defense, regardless of whether the action or proceeding
is prosecuted to judgment, and in addition to any other remedy, the unsuccessful
party  shall  pay the  successful  party  all  reasonable  costs  and  expenses,
including reasonable attorney's fees, incurred by the successful party.

16.  Governing  Law. This Agreement  shall be construed in accordance  with, and
governed  by,  the laws of the State of  Florida,  excluding  any  choice of law
principles, which direct the application of the laws of another jurisdiction.

17. Effect of Hearing.  The subject  headings of this Agreement are included for
convenience only, and shall not affect the construction or interpretation of any
of its provisions.

18. Counterparts.  This Agreement may be executed  simultaneously in one or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.


IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date first above written.



        "Stonehouse"      Stonehouse Technologies, Inc.,
                          a Texas Corporation

                          By: /s/ H. Irwin Levy
                          Its: Chairman of the Board


        "Employee"        /s/ Mardan Afrasiabi
                          Mardan Afrasiabi


                                    EXHIBIT A