Exhibit 10.34
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                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of the 1st day of May 2002, by and between Category 5 Technologies, Inc., a Utah
corporation ("C5" or the "Company") and Tyler Thompson  (hereinafter referred to
as the "Executive").

                              W I T N E S S E T H:

         WHEREAS,  the Executive was an owner of  CaptureQuest,  Inc., which was
purchased by the Company as of the date hereof; and

         WHEREAS,  the Company  desires to have the  benefit of the  Executive's
efforts and services, both for and on behalf of the Company; and

         WHEREAS,  the Company has determined  that it is appropriate and in the
best  interests  of the Company to provide to the  Executive  protection  in the
event of certain  terminations of the Executive's  employment  relationship with
the Company in accordance with the terms and conditions contained herein and the
Executive desires to have such protection.

         NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereto mutually
covenant and agree as follows:

         1.  DEFINITIONS.  Whenever used in this Agreement,  the following terms
shall have the meanings set forth below:

         (a)  "Accrued  Benefits"  shall mean the amount  payable not later than
              ten (10) days following an applicable  Termination  Date and which
              shall be equal to the sum of the following amounts:

              (i)    All salary earned or accrued through the Termination Date;

              (ii)   Reimbursement for any and all monies advanced in connection
                     with  the   Executive's   employment   for  reasonable  and
                     necessary  expenses  incurred by the Executive  through the
                     Termination Date;

              (iii)  Any and all other cash benefits  previously  earned through
                     the  Termination  Date and  deferred at the election of the
                     Executive  or pursuant to any deferred  compensation  plans
                     then in effect;

              (iv)   The  full  amount  of  any  stated  bonus  payable  to  the
                     Executive  in  accordance  with  Section  6(b)  herein with
                     respect to the year in which termination occurs; and

              (v)    All other  payments and benefits to which the Executive may
                     be  entitled  under  the terms of any  benefit  plan of the
                     Company.

         (b)  "Act" shall mean the Securities Exchange Act of 1934;

         (c)  "Affiliate"  shall have the same  meaning as given to that term in
              Rule 12b-2 of Regulation 12b promulgated under the Act;

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         (d)  "Base Period  Income" shall be an amount equal to the  Executive's
              "annualized  includable  compensation"  for the "base  period"  as
              defined  in  Sections  280G(d)(1)  and  (2) of the  Code  and  the
              regulations adopted thereunder;

         (e)  "Beneficial  Owner"  shall have the same  meaning as given to that
              term in Rule 13d-3 of the  General  Rules and  Regulations  of the
              Act,  provided that any pledge of Company voting  securities shall
              not be  deemed to be the  Beneficial  Owner  thereof  prior to its
              disposition  of, or  acquisition of voting rights with respect to,
              such securities;

         (f)  "Board" shall mean the Board of Directors of C5, Inc.;

         (g)  "Cause" shall mean any of the following:

              (i)    The engaging by the  Executive in  fraudulent  conduct,  as
                     evidenced  by  a  determination  in  a  binding  and  final
                     judgment,  order or  decree  of a court  or  administrative
                     agency  of   competent   jurisdiction,   in  effect   after
                     exhaustion or lapse of all rights of appeal,  in an action,
                     suit or proceeding, whether civil, criminal, administrative
                     or investigative,  which the Board determines,  in its sole
                     discretion, has a significant adverse impact on the Company
                     in the conduct of the Company's business;

              (ii)   Conviction of a felony, as evidenced by a binding and final
                     judgment,   order  or  decree  of  a  court  of   competent
                     jurisdiction,  in effect after  exhaustion  or lapse of all
                     rights of appeal,  which the Board determines,  in its sole
                     discretion, has a significant adverse impact on the Company
                     in the conduct of the Company's business;

              (iii)  Neglect  or  refusal  by  the   Executive  to  perform  the
                     Executive's    duties    or    responsibilities     (unless
                     significantly changed without the Executive's consent); or

              (iv)   A  significant  violation by the Executive of the Company's
                     established policies and procedures.

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Notwithstanding the foregoing, Cause  shall not exist under  subparagraphs (iii)
and (iv) above unless  the Company  furnishes written notice to the Executive of
the specific offending conduct and the Executive fails to correct such offending
conduct  within the  thirty (30) day period  commencing on  the receipt  of such
notice.

         (h)  "Change of Control" shall mean a change in ownership or managerial
              control of the stock,  assets or business of the Company resulting
              from one or more of the following circumstances:

              (i)    A change in control of the Company,  of a nature that would
                     be  required  to be  reported  in  response to Item 6(e) of
                     Schedule 14A of Regulation 14A  promulgated  under the Act,
                     or any successor  regulation of similar import,  regardless
                     of  whether  the  Company  is  subject  to  such  reporting
                     requirement;

              (ii)   A change is ownership of the Company  through a transaction
                     or series of transactions,  such that any Person or Persons
                     (other than any current officer of the Company or member of
                     the Board) is (are) or  become(s),  in the  aggregate,  the
                     Beneficial Owner(s),  directly or indirectly, of securities
                     of the Company representing thirty percent (30%) or more of
                     the Company's then outstanding securities;

              (iii)  Any  consolidation  or merger of the  Company  in which the
                     Company is not the  continuing or surviving  corporation or
                     pursuant to which shares of the common stock of the Company
                     would be converted into cash (other than cash  attributable
                     to  dissenters'  rights),   securities  or  other  property
                     provided  by a Person or Persons  other  than the  Company,
                     other  than a  consolidation  or merger of the  Company  in
                     which  the  holders  of the  common  stock  of the  Company
                     immediately  prior  to the  consolidation  or  merger  have
                     approximately  the same  proportionate  ownership of common
                     stock of the surviving  corporation  immediately  after the
                     consolidation or merger;

              (iv)   The  shareholders of the Company approve a sale,  transfer,
                     liquidation or other  disposition  of all or  substantially
                     all of the assets of the Company to a Person or Persons;

              (v)    During any period of two (2) consecutive years, individuals
                     who, at the beginning of such period, constituted the Board
                     of  Directors  of the Company  cease,  for any  reason,  to
                     constitute at least a majority thereof, unless the election
                     or  nomination  for  election  of  each  new  director  was
                     approved  by the vote of at least  two-thirds  (2/3) of the
                     directors  then still in office who were  directors  at the
                     beginning of the period;

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              (vi)   The filing of a proceeding  under  Chapter 7 of the Federal
                     Bankruptcy  Code  (or any  successor  or other  statute  of
                     similar  import)  for  liquidation   with  respect  to  the
                     Company; or

              (vii)  The filing of a proceeding  under Chapter 11 of the Federal
                     Bankruptcy  Code  (or any  successor  or other  statute  of
                     similar  import)  for  reorganization  with  respect to the
                     Company if in  connection  with any such  proceeding,  this
                     Agreement  is  rejected,  or a plan  of  reorganization  is
                     approved an element of which plan  entails the  liquidation
                     of all or substantially all the assets of the Company.

                  A "Change of Control" shall be to occur on the actual date on
                  which any of the foregoing circumstances shall occur;
                  provided, however, that in connection with a "Change of
                  Control" specified in Section 1(h)(vii), a "Change of Control"
                  shall be deemed to occur on the date of the filing of the
                  relevant proceeding under Chapter 11 of the Federal Bankruptcy
                  Code (or any successor or other statute of similar import).

         (i)  "Change of Control Period" shall mean the period commencing on the
              date  a  Change  of  Control  occurs  and  ending  on  the  second
              anniversary of such Change of Control;

         (j)  "Code"  shall mean the Internal  Revenue Code of 1986,  as amended
              from time to time.

         (k)  "Disability" shall mean a physical or mental condition whereby the
              Executive is unable to perform on a full-time  basis the customary
              duties of the Executive under this Agreement.

         (l)  "Federal Short  Term-Rate"  shall mean the rate defined in Section
              1274(d)(1)(C)(i) of the Code;

         (m)  "Good Reason" shall mean:

              (i)    The  required  relocation  of the  Executive,  without  the
                     Executive's  consent,  to an employment  location  which is
                     more  than  twenty-five  (25)  miles  from  the  Executives
                     employment  location on the day  preceding the date of this
                     Agreement;

              (ii)   The removal of the Executive from or any failure to reelect
                     the Executive to any of the positions held by the Executive
                     as of the date of this Agreement or any other  positions to
                     which the Executive shall thereafter be elected or assigned
                     except in the event that such removal or failure to reelect
                     relates  to  the   termination   by  the   Company  of  the
                     Executive's  employment  for  Cause or by  reason of death,
                     Disability or voluntary retirement;

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              (iii)  A  significant  adverse  change,  without  the  Executive's
                     written consent,  in the nature or scope of the Executive's
                     authority,  powers, functions,  duties or responsibilities,
                     or a material  reduction in the level of support  services,
                     staff, secretarial an d other assistance,  office space and
                     accoutrements  available  to a level  below  that which was
                     provided to the  Executive on the day preceding the date of
                     this  Agreement  and that which is necessary to perform any
                     additional  duties assigned to the Executive  following the
                     date of this  Agreement,  which  change or reduction is not
                     generally  effective  for all  executives  employed  by the
                     Company  (or its  successor)  in the  Executive's  class or
                     category; or

              (iv)   Breach  or  violation  of any  material  provision  of this
                     Agreement by the Company;

         (n)  "Gross  Income"  shall  mean the  greater of the  amounts  payable
              pursuant to paragraph 6 or the  Executive's  average  compensation
              (base salary plus cash bonus) for the prior two (2) taxable years,
              plus  any  other  compensation  payable  to the  Executive  by the
              Company for the same period, whether taxable or non-taxable;

         (o)  "Notice of Termination" shall mean the notice described in Section
              14 herein.

         (p)  "Person" shall mean any  individual,  partnership,  joint venture,
              association,  trust,  corporation  or other entity,  other than an
              employee  benefit  plan of the  Company  or an  entity  organized,
              appointed or established pursuant to the terms of any such benefit
              plan.

         (q)  "Termination  Date"  shall mean  except as  otherwise  provided in
              Section 14 herein, shall mean:

              (i)    The Executive's date of death;

              (ii)   Thirty  (30)  days  after  the  delivery  of the  Notice of
                     Termination   terminating  the  Executive's  employment  on
                     account of Disability pursuant to Section 9 herein,  unless
                     the  Executive   returns  on  a  full-time   basis  to  the
                     performance of his or her duties prior to the expiration of
                     such period;

              (iii)  Thirty  (30)  days  after  the  delivery  of the  Notice of
                     Termination if the Executive's  employment is terminated by
                     the Executive voluntarily; and

              (iv)   Thirty  (30)  days  after  the  delivery  of the  Notice of
                     Termination if the Executive's  employment is terminated by
                     the Company for any reason other than death or Disability.

         (r)  "Termination  Payment" shall mean the payment described in Section
              13 herein;

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         (s)  "Total Payments" shall mean the sum of the Termination Payment and
              any other "payments is the nature of compensation"  (as defined in
              Section 280G of the Code and the regulations  adopted  thereunder)
              to or for the  benefit of the  Executive,  the receipt of which is
              contingent on a Change of Control and to which Section 280G of the
              Code applies.

         2.  EMPLOYMENT.  The Company  hereby agrees to employ the Executive and
the Executive  hereby agrees to serve the Company,  on the terms and  conditions
set forth herein.

         3. TERM. The employment of the Executive by the Company pursuant to the
provisions  of this  Agreement  shall  commence  on the date  hereof  and end on
December,  31, 2004, unless further extended or sooner terminated as hereinafter
provided.  On  December  31,  2004,  and on the last day of  December  each year
thereafter,  the  term  of  the  Executive's  employment  shall,  unless  sooner
terminated as hereinafter provided, be automatically  extended for an additional
one year period from the date thereof  unless,  at least thirty (30) days before
such  December  31, the Company  shall have  delivered  to the  Executive or the
Executive  shall have  delivered to the Company  written notice that the term of
the  Executive's  employment  hereunder will not be extended beyond its existing
duration (the term of employment and any extensions thereto shall be referred to
as the "Period of Employment").

         4. POSITIONS AND DUTIES. The Executive shall serve as an Executive Vice
President of the Company and in such additional capacities as may be assigned to
the Executive by the Board.  In connection  with the  foregoing  positions,  the
Executive  shall have such duties,  responsibilities  and  authority as may from
time to time be assigned to the  Executive  by the Board.  The  Executive  shall
devote  substantially  all the  Executive's  working  time  and  efforts  to the
business and affairs of the Company.

         5. PLACE OF PERFORMANCE.  In connection with the Executive's employment
by the Company,  the  Executive  shall be based at the offices of the Company in
Salt Lake City, Utah, except for required travel on Company business.


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         6. COMPENSATION AND RELATED MATTERS.

         (a)  Salary.  The Company shall pay to the Executive  $150,000,  as his
              annualized base salary (subject to adjustment as provided  herein)
              in equal  installments (as nearly as  practicable),  in accordance
              with the Company's standard payroll policy (as in effect from time
              to time),  which currently  provides for payments to be made every
              two  weeks,  in  arrears.  Such  annualized  base  salary  may  be
              increased  from time to time in  accordance  with normal  business
              practices of the Company  provided,  however,  that such salary be
              increased  by $50,000 per year upon meeting  mutually  agreed upon
              benchmarks and/or performance  criteria established by the Company
              and Executive.  The annualized  base salary of the Executive shall
              not be decreased below its then existing amount during the term of
              this Agreement.

         (b)  Bonus.  The Executive  shall be entitled to receive annual bonuses
              of up to the  Executive's  Base Salary by meeting  mutually agreed
              upon benchmarks  and/or  performance  criteria  established by the
              Company and Executive

         (c)  Expenses.  The  Executive  shall be  entitled  to  receive  prompt
              reimbursement   for  all  reasonable   expenses  incurred  by  the
              Executive in performing services hereunder, including all expenses
              for travel and living expenses while away from home on business or
              at the request of and in the service of the Company, provided that
              such expenses are incurred and  accounted  for in accordance  with
              the policies and procedures  established  from time to time by the
              Company.

         (d)  Other Benefits. The Company shall provide Executive with all other
              benefits normally provided to an employee of the Company similarly
              situated to Executive, including being added as a named officer on
              the  Company's   existing   directors'  and  officers'   liability
              insurance policy. At a minimum, the benefits will include:

              (i)    Health Insurance (medical, dental, vision);

              (ii)   Life Insurance - $1 million in personal coverage;

              (iii)  401(k)  - 50%  employer  match  on  up  to  6% of  employee
                     contribution;

              (iv)   Paid vacation;

              (v)    Car  allowance,  $800 per month plus  insurance,  gas,  and
                     maintenance; and

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              (vi)   Participation  in Employee  Stock  Option  Plan;  initially
                     100,000 options, to vest over 3-year period.

         (e)  Vacations.  The  Executive  shall be  entitled  to the  number  of
              vacation  days in  each  calendar  year,  and to  compensation  in
              respect  of  earned  but  unused  vacation  days,   determined  in
              accordance with the Company's  vacation plan, but in no event less
              than twenty (20) days. The Executive shall also be entitled to all
              paid holidays given by the Company to its executives.

         (f)  Services  Furnished.  The Company shall furnish the Executive with
              office space,  and such other  facilities and services as shall be
              suitable  to  the  Executive's   position  and  adequate  for  the
              performance  of the  Executive's  duties as set forth in Section 4
              hereof.

         7.  OFFICES.   The  Executive   agrees  to  serve  without   additional
compensation,  if  elected  or  appointed  thereto,  as a member of the Board of
Directors of any parent or any  subsidiary  of the Company;  provided,  however,
that the Executive is indemnified  for serving in any and all such capacities on
a basis no less favorable than is currently provided in the Company's bylaws, or
otherwise.

         8.  TERMINATION AS A RESULT OF DEATH. If the Executive shall die during
the term of this Agreement,  the Executive's  employment  shall terminate on the
Executive's  date  of  death  and  the  Executive's  surviving  spouse,  or  the
Executive's  estate if the Executive dies without a surviving  spouse,  shall be
entitled to the Executive's  Accrued Benefits as of the Termination Date and any
applicable Termination Payment.

         9.  TERMINATION  FOR  DISABILITY.  If, as a result  of the  Executive's
Disability,  the  Executive  shall have been unable to perform  the  Executive's
duties hereunder on a full-time basis for four (4) consecutive months and within
thirty (30) days after the Company  provides the  Executive  with a  Termination
Notice,  the  Executive  shall  not  have  returned  to the  performance  of the
Executive's  duties  on  a  full-time  basis,  the  Company  may  terminate  the
Executive's  employment,  subject to  Section 14 herein.  During the term of the
Executive's  Disability  prior to  termination,  the Executive shall continue to
receive  all salary  and  benefits  payable  under  Section 6 herein,  including
participation in all employee benefit plans,  programs and arrangements in which
the Executive was entitled to participate  immediately  prior to the Disability;

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provided,  however,  that the Executive's  continued  participation is permitted
under the terms and provisions of such plans, programs and arrangements.  In the
event  that  the  Executive's   participation  in  any  such  plan,  program  or
arrangement is barred as the result of such  Disability,  the Executive shall be
entitled to receive an amount equal to the contributions,  payments,  credits or
allocations  which would have been paid by the Company to the Executive,  to the
Executive's account or on the Executive's behalf under such plans,  programs and
arrangements.  In the event the Executive's  employment is terminated on account
of the  Executive's  Disability in accordance with this Section 9, the Executive
shall receive the Executive's  Accrued  Benefits as of the Termination  Date and
shall  remain  eligible for all benefits  provided by any  long-term  disability
programs of the Company in effect at the time of such termination. The Executive
shall also be entitled to the Termination Payment described in Section 13(a).

         (a)  TERMINATION  FOR CAUSE.  If the  Executive's  employment  with the
              Company is  terminated  by the Company  for Cause,  subject to the
              procedures set forth in Section 14 herein,  the Executive shall be
              entitled to receive  the  Executive's  Accrued  Benefits as of the
              Termination  Date. The Executive  shall not be entitled to receipt
              of any Termination Payment.

         11. OTHER TERMINATION BY COMPANY. If the Executives employment with the
Company is terminated  by the Company other than by reason of death,  Disability
or Cause,  or as described in paragraph  13(f) below,  subject to the procedures
set  forth  in  Section  14  herein,  the  Executive  (or  in the  event  of the
Executive's  death  following the Termination  Date, the  Executive's  surviving
spouse or the  Executive's  estate if the  Executive  dies  without a  surviving
spouse) shall receive the applicable  Termination  Payment.  The Executive shall
not, in connection  with any  consideration  receivable in accordance  with this
Section 11, be required to mitigate the amount of such consideration by securing
other  employment  or otherwise and such  consideration  shall not be reduced by
reason of the Executive securing other employment or for any other reason.

         12.  VOLUNTARY  TERMINATION  BY EXECUTIVE.  Provided that the Executive
furnishes  thirty (30) days prior written  notice to the Company,  the Executive
shall have the right to voluntarily terminate this Agreement at any time. If the
Executive's  voluntary  termination is without Good Reason,  the Executive shall
not be  entitled  to any  Termination  Payment.  If  the  Executive's  voluntary
termination (other than a termination described in paragraph 13(f) below) is for
Good Reason,  the Executive (or in the event of the Executive's  death following
the Termination Date, the Executive's surviving spouse or the Executive's estate
if the Executive  dies without a surviving  spouse) shall receive the applicable
Termination   Payment.   The  Executive   shall  not,  in  connection  with  any
consideration  receivable  in  accordance  with this  Section 12, be required to
mitigate  the amount of such  consideration  by  securing  other  employment  or
otherwise and such consideration shall not be reduced by reason of the Executive
securing other employment or for any other reason.

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         13. TERMINATION PAYMENT.

         (a)  If the  Executive's  employment is terminated as a result of death
              or disability,  the lump sum  Termination  Payment  payable to the
              Executive  shall be  equal to the  greater  of  Executive's  Gross
              Income for the six (6) months  preceding the Termination  Date, or
              the amount set forth in paragraph 6 on an annualized basis.

         (b)  If the  Executive's  employment is terminated by the Executive for
              Good  Reason or by the  Company  for any reason  other than death,
              disability  or  Cause,  the  Termination  Payment  payable  to the
              Executive by the Company or an  affiliate of the Company  shall be
              equal to the  greater  of  Executive's  Gross  Income for the year
              preceding  the  Termination  Date,  or the  amount  set  forth  in
              paragraph 6 on an annualized basis.

         (c)  If, during a Change of Control Period, the Executive's  employment
              is  terminated  by the Executive for Good Reason or by the Company
              for any  reason  other  than  death,  Disability,  or  Cause,  the
              Termination  Payment payable to the Executive by the Company or an
              affiliate  of  the  Company  shall  be  equal  to the  greater  of
              Executive's  Gross Income for the year  preceding the  Termination
              Date,  or the amount  set forth in  paragraph  6 on an  annualized
              basis.

         (d)  It is the  intention  of the  Company  and the  Executive  that no
              portion of the Termination  Payment and any other "payments in the
              nature of  compensation"  (as defined in Section  280G of the Code
              and the regulations adopted thereunder) to or for the arrangement,
              be  deemed to be an  "excess  parachute  payment"  as  defined  in
              Section 280G of the Code.  It is agreed that the present  value of
              the Total Payments shall not exceed an amount equal to the greater
              of Executive's Gross Income for the year preceding the Termination
              Date,  or the amount  set forth in  paragraph  6 on an  annualized
              basis without  becoming subject to the tax imposed by Section 4999
              of the Code or which the Company may pay without loss of deduction
              under Section  280G(a) of the Code.  Present value for purposes of

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              this  Agreement   shall  be  calculated  in  accordance  with  the
              regulations  issued under  Section 280G of the Code.  Within sixty
              (60) days  following  delivery  of the  Notice of  Termination  or
              notice by the Company to the Executive of its belief that there is
              a payment or benefit  due the  Executive  which will  result in an
              excess  parachute  payment as defined in Section 280G of the Code,
              the Executive  and the Company  shall,  at the Company's  expense,
              obtain such opinions as more fully described hereafter, which need
              not  be  unqualified,   of  legal  counsel  and  certified  public
              accountants  or  a  firm  of  recognized  executive   compensation
              consultants.  The  Executive  shall  select  said  legal  counsel,
              certified   public   accountants   and   executive    compensation
              consultants;  provided,  however,  that if the  Company  does  not
              accept one (1) or more of the parties  selected by the  Executive,
              the Company  shall  provide the  Executive  with the names of such
              legal  counsel,  certified  public  accountants  and/or  executive
              compensation  consultants  as the Company  may  select;  provided,
              further,  however, that if the Executive does not accept the party
              or parties selected by the Company,  the legal counsel,  certified
              public  accountants  and/or  executive  compensation   consultants
              selected by the  Executive  and the Company,  respectively,  shall
              select the legal  counsel,  certified  public  accountants  and/or
              executive compensation consultants,  whichever is applicable,  who
              shall  provide the opinions  required by this Section  13(d).  The
              opinions required  hereunder shall set forth (a) the amount of the
              Base Period  Income of the  Executive,  (b) the  present  value of
              Total  Payments and (c) the amount and present value of any excess
              parachute payments. In the event that such opinions determine that
              there  would  be an  excess  parachute  payment,  the  Termination
              Payment  or any other  payment  determined  by such  counsel to be
              includable  in Total  Payments  shall be reduced or  eliminated as
              specified  by the  Executive  in writing  delivered to the Company
              within thirty (30) days of his or her receipt of such opinions or,
              if the  Executive  fails to so  notify  the  Company,  then as the
              Company  shall  reasonably  determine,  so that under the bases of
              calculation  set forth in such  opinions  there  will be no excess
              parachute payment. The provisions of this Section 13(d), including
              the  presumption   that  the   compensation  and  other  benefits,
              including  but no limited to the  Accrued  Benefits,  earned on or
              after the date of Change of Control by the  Executive  pursuant to
              the Company's  compensation  programs if such payments  would have
              been made in the  future in any event,  even  though the timing of
              such payment is triggered by the Change of Control, are reasonable
              compensation for services rendered prior to the Change of Control;
              provided,  however, that in the event legal counsel so requests in
              connection  with the opinion  required  by this  Section 13 (d), a
              firm of recognized executive compensation consultants, selected by

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              the Executive and the Company pursuant to the procedures set forth
              above, shall provide an opinion, upon which such legal counsel may
              rely,  as to the  reasonableness  of any item of  compensation  as
              reasonable  compensation for services rendered prior to the Change
              of Control by the  Executive.  In the event that the provisions of
              Sections   280G  and  4999  of  the  Code  are  repealed   without
              succession,  this Section  13(d) shall be of not further  force or
              effect.

         (e)  The  Termination  Payment shall be payable in a lump sum not later
              than twenty (20) days following the Executive's  Termination Date.
              Such lump sum payment shall not be reduced by any present value or
              similar  factor.  Further,  the Executive shall not be required to
              mitigate the amount of such payment by securing  other  employment
              or otherwise  and such  payment  shall not be reduced by reason of
              the Executive securing other employment or for any other reason.

         (f)  Notwithstanding  anything to the contrary herein, in no event will
              a termination of Executive's employment with the Company be deemed
              to  trigger  a right  to  receive  a  Termination  Payment  if the
              termination is effected by the mutual agreement of the Company and
              the  Executive to  accommodate a  reassignment  of Executive to an
              entity created or acquired by the Company, or to which the Company
              has contributed rights to technology, assets or business plans. In
              the event of any such  termination,  the  Executive  shall only be
              entitled to receive  the  Executive's  Accrued  Benefits as of the
              Termination Date.

         14. TERMINATION NOTICE. Any termination by the Company or the Executive
of the Executive's employment during the Employment Period shall be communicated
by written Notice of Termination to the Executive, if such Notice of Termination
is delivered by the Company,  and to the Company,  if such Notice of Termination
is delivered by the Executive all in the following procedures:

         (a)  The notice of Termination shall indicate the specific  termination
              provision  in this  Agreement  relied  upon and shall set forth in
              reasonable detail the facts and circumstances alleged to provide a
              basis for termination;

                                       12
<PAGE>

         (b)  Any notice of  Termination  by the Company  shall be approved by a
              resolution  duly  adopted by a majority  of the  directors  of the
              Company then in office;

         (c)  If  the  Executive  shall  in  good  faith  furnish  a  Notice  of
              Termination for Good Reason and the Company notifies the Executive
              that a dispute  exists  concerning  the  termination,  within  the
              fifteen (15) day period  following the  Company's  receipt of such
              notice,  the Executive shall continue the  Executive's  employment
              during such dispute. If it is thereafter  determined that (i) Good
              Reason did exist,  the Executive's  Termination  Date shall be the
              earlier  of  (A)  the  date  on  which  the   dispute  is  finally
              determined,  either by mutual written  agreement of the parties of
              pursuant  to Section 19, (B) the date of the  Executives  death or
              (C) one day prior to the second (2nd)  anniversary  of a Change of
              Control,  and the Executive's  Termination Payment, if applicable,
              shall reflect events  occurring after the Executive  delivered the
              Executive's  Notice of  Termination;  or (ii) Good  Reason did not
              exist,  the employment of the Executive  shall continue after such
              determination  as if the  Executive had no delivered the Notice of
              Termination asserting Good Reason; and

If the Executive gives notice to terminate his or her employment for Good Reason
and a dispute arises as to the validity of such dispute,  and the Executive does
not continue his employment  during such dispute,  and it is finally  determined
that the reason for  termination set forth in such Notice of Termination did not
exist,  if such notice was delivered by the  Executive,  the Executive  shall be
deemed to have voluntarily  terminated the Executive's employment other than for
Good Reason.15.  NONDISCLOSURE OF PROPRIETARY INFORMATION.  Recognizing that the
Company is presently engaged,  and may hereafter continue to be engaged,  in the
research  and  development  of  processes,  the  manufacturing  of  products  or
performance of services,  which involve experimental and inventive work and that
the  success of its  business  depends  upon the  protection  of the  processes,
products and services by patent,  copyright or by secrecy and that the Executive
has had, or during the course of his engagement as an employee or consultant may
have, access to Proprietary Information,  as hereinafter defined, of the Company
or other  information and data of a secret or proprietary  nature of the Company
which the Company wishes to keep  confidential  and the Executive has furnished,
or during the course of his  engagement  may furnish,  such  information  to the
Company, the Executive agrees that:

                                       13
<PAGE>

         a.   "Proprietary   Information"   shall  mean  any  and  all  methods,
              inventions, improvements or discoveries, whether or not patentable
              or  copyrightable,  and any other  information of a similar nature
              related to the  business of the Company  disclosed to the Employee
              or otherwise  made known to him as a consequence of or through his
              engagement by the Company (including information originated by the
              Executive) in any technological  area previously  developed by the
              Company or developed,  engaged in, or  researched,  by the Company
              during the term of the Executive's engagement,  including, but not
              limited  to,  trade  secrets,   processes,   products,   formulae,
              apparatus,    techniques,   know-how,   marketing   plans,   data,
              improvements, strategies, forecasts, customer lists, and technical
              requirements  of  customers,  unless  such  information  is in the
              public  domain  to such an extent as to be  readily  available  to
              competitors.

         b.   The Executive acknowledges that the Company has exclusive property
              rights to all  Proprietary  Information  and the Executive  hereby
              assigns all rights he might  otherwise  possess in any Proprietary
              Information to the Company.  Except as required in the performance
              of his duties to the Company,  the Executive  will not at any time
              during  or after  the term of his  engagement,  which  term  shall
              include  any time in which the  Executive  may be  retained by the
              Company as a consultant,  directly or indirectly use, communicate,
              disclose or disseminate any  Proprietary  Information or any other
              information of a secret,  proprietary,  confidential  or generally
              undisclosed   nature  relating  to  the  Company,   its  products,
              customers,  processes and services, including information relating
              to testing, research,  development,  manufacturing,  marketing and
              selling.

         c.   All documents,  records,  notebooks,  notes, memoranda and similar
              repositories  of, or  containing,  Proprietary  Information or any
              other  information  of  a  secret,  proprietary,  confidential  or
              generally  undisclosed  nature  relating  to  the  Company  or its
              operations and activities made or compiled by the Executive at any
              time or made  available  to him prior to or during the term of his
              engagement by the Company,  including any and all copies  thereof,
              shall  be the  property  of the  Company,  shall be held by him in
              trust  solely  for  the  benefit  of the  Company,  and  shall  be
              delivered  to  the  Company  by  him  on  the  termination  of his
              engagement or at any other time on the request of the Company.

                                       14
<PAGE>

         d.   The  Executive  will not assert any rights  under any  inventions,
              copyrights,   discoveries,  concepts  or  ideas,  or  improvements
              thereof,  or  know-how  related  thereto,  as having  been made or
              acquired  by him  prior to his being  engaged  by the  Company  or
              during the term of his engagement if based on or otherwise related
              to Proprietary Information.

         16. ASSIGNMENT OF INVENTIONS.

         e.   For purposes of this Paragraph16, the term "Inventions" shall mean
              discoveries,   concepts,   and  ideas,   whether   patentable   or
              copyrightable  or not,  including but not limited to improvements,
              know-how, data, processes,  methods,  formulae, and techniques, as
              well  as  improvements   thereof  or  know-how   related  thereto,
              concerning  any past,  present or  prospective  activities  of the
              Company which the Executive makes, discovers or conceives (whether
              or not during the hours of his  engagement  or with the use of the
              Company's  facilities,  materials or personnel),  either solely or
              jointly with others  during his  engagement  by the Company or any
              affiliate and, if based on or related to Proprietary  Information,
              at any time after  termination of such engagement.  All Inventions
              shall be the sole property of the Company, and Executive agrees to
              perform the provisions of this  paragraph16  with respect  thereto
              without  the  payment  by  the  Company  of  any  royalty  or  any
              consideration  therefore other than the regular  compensation paid
              to the Executive in the capacity of an employee or consultant.

         f.   The Executive shall maintain  written  notebooks in which he shall
              set forth,  on a current basis,  information as to all Inventions,
              describing  in detail  the  procedures  employed  and the  results
              achieved  as well as  information  as to any  studies or  research
              projects undertaken on the Company's behalf. The written notebooks
              shall at all times be the  property  of the  Company  and shall be
              surrendered to the Company upon  termination of his engagement or,
              upon request of the Company, at any time prior thereto.

         g.   The Executive shall apply,  at the Company's  request and expense,
              for United States and foreign letters patent or copyrights  either
              in the Executive's name or otherwise as the Company shall desire.

                                       15
<PAGE>

         h.   The Executive  hereby  assigns to the Company all of his rights to
              such  Inventions,  and to  applications  for United  States and/or
              foreign  letters  patent or copyrights and to United States and/or
              foreign letters patent or copyrights granted upon such Inventions.

         i.   The  Executive  shall  acknowledge  and  deliver  promptly  to the
              Company,  without charge to the Company, but at its expense,  such
              written instruments  (including  applications and assignments) and
              do such other  acts,  such as giving  testimony  in support of the
              Executive's  inventorship,  as may be  necessary in the opinion of
              the  Company to obtain,  maintain,  extend,  reissue  and  enforce
              United  States  and/or  foreign   letters  patent  and  copyrights
              relating to the  Inventions and to vest the entire right and title
              thereto in the Company or its nominee. The Executive  acknowledges
              and agrees that any  copyright  developed  or  conceived of by the
              Executive  during  the  term of  Executive's  employment  which is
              related to the business of the Company  shall be a "work for hire"
              under the copyright law of the United States and other  applicable
              jurisdictions.

         j.   The Executive  represents that his performance of all the terms of
              this  Agreement and as an employee of or consultant to the Company
              does not and will not breach any trust prior to his  employment by
              the Company.  The Executive agrees not to enter into any agreement
              either  written or oral in conflict  herewith and  represents  and
              agrees  that he has not brought and will not bring with him to the
              Company or use in the performance of his  responsibilities  at the
              Company any materials or documents of a former  employer which are
              not  generally  available  to the public,  unless he has  obtained
              written   authorization   from  the  former   employer  for  their
              possession  and use,  a copy of which  has  been  provided  to the
              Company.

         k.   No  provisions  of this  Paragraph  shall be  deemed  to limit the
              restrictions  applicable  to  the  Executive  under  Paragraphs15,
              17and18.

                                       16
<PAGE>

         17. SHOP RIGHTS.  The Company shall also have the royalty-free right to
use in its  business,  and to make,  use and  sell  products,  processes  and/or
services derived from any inventions,  discoveries,  concepts and ideas, whether
or not patentable, including but not limited to processes, methods, formulas and
techniques,  as well as improvements thereof or know-how related thereto,  which
are not within the scope of Inventions as defined in  Paragraph16  but which are
conceived  or made by the  Executive  during  the  period he is  engaged  by the
Company or with the use or assistance of the Company's facilities,  materials or
personnel.

         18. NON-COMPETE.  The Executive hereby agrees that during the Period of
Employment  and the  Consulting  Period,  and for a period of two years from the
termination thereof, the Executive will not:

         (a)  Within any  jurisdiction or marketing area in the United States in
              which the  Company or any  subsidiary  thereof is doing  business,
              own,  manage,  operate or  control  any  business  of the type and
              character  engaged  in and  competitive  with the  Company  or any
              subsidiary thereof.  For purposes of this paragraph,  ownership of
              securities  of not in excess of five  percent (5%) of any class of
              securities  of a public  company  shall  not be  considered  to be
              competition with the Company or any subsidiary thereof; or

         (b)  Within any  jurisdiction or marketing area in the United States in
              which the Company or any subsidiary thereof is doing business, act
              as,  or  become  employed  as,  an  officer,  director,  employee,
              consultant  or agent  of any  business  of the type and  character
              engaged  in  and  competitive  with  the  Company  or  any  of its
              subsidiaries; or

         (C)  Solicit any similar business to that of the Company's for, or sell
              any products that are in competition  with the Company's  products
              to, any  company in the  United  States,  which is, as of the date
              hereof,  a  customer  or  client  of  the  Company  or  any of its
              subsidiaries,  or was such a customer or client thereof within two
              years prior to the date of this Agreement; or

         (d)  Solicit  the  employment  of,  or  hire,  any full  time  employee
              employed  by the  Company  or its  subsidiaries  as of the date of
              termination of this Agreement.

         19. REMEDIES AND JURISDICTION.

         (a)  The Executive hereby  acknowledges and agrees that a breach of the
              agreements  contained  in  Sections  15,16,  17  and  18  of  this
              Agreement will cause  irreparable  harm and damage to the Company,
              that the remedy at law for the breach or threatened  breach of the
              agreements set forth in Sections15, 16,17 and 18 of this Agreement
              will be  inadequate,  and that, in addition to all other  remedies
              available  to the  Company for such  breach or  threatened  breach
              (including, without limitation, the right to recover damages), the
              Company shall be entitled to  injunctive  relief for any breach or
              threatened breach of the agreements contained in Sections15, 16,17
              and 18 of this Agreement;

                                       17
<PAGE>

         (b)  All claims,  disputes  and other  matters in question  between the
              parties  arising under this  Agreement,  shall,  unless  otherwise
              provided  herein,  be  decided by  arbitration  in Salt Lake City,
              Utah,  in  accordance  with  the  Model   Employment   Arbitration
              Procedures of the American Arbitration Association (including such
              procedures  governing  selection  of the  specific  arbitrator  or
              arbitrators),  unless the parties  mutually agree  otherwise.  The
              losing  party  shall  pay the costs of any such  arbitration.  The
              award  by the  arbitrator  or  arbitrators  shall  be  final,  and
              judgment may be entered upon it in accordance  with applicable law
              in any state or Federal court having jurisdiction thereof.

         20.  INDEMNIFICATION.  The Company hereby agrees to indemnify Executive
against any action,  claim,  suit or  proceeding  involving the Executive in his
capacity as an officer of the Company.

         21.   ATTORNEYS'  FEES.  In  the  event  that  either  party  hereunder
institutes any legal  proceedings  in connection  with its rights or obligations
under this Agreement,  the prevailing party in such proceeding shall be entitled
to recover  from the other party,  all costs  incurred in  connection  with such
proceeding, including reasonable attorneys' fees, together with interest thereon
from the date of demand at the rate of twelve percent (12%) per annum.

         22.  SUCCESSORS.  This Agreement and all rights of the Executive  shall
inure to the benefit of and be enforceable by the Executive's  personal or legal
representatives, estates, executors, administrators, heirs and beneficiaries. In
the event of the Executive's  death,  all amounts payable to the Executive under
this  Agreement  shall  be  paid to the  Executive's  surviving  spouse,  or the
Executive's  estate if the  Executive  dies  without a  surviving  spouse.  This
Agreement  shall inure to the benefit of, be binding upon and be enforceable by,
any successor,  surviving or resulting  corporation or other entity to which all
or  substantially  all of the  business  and  assets  of the  Company  shall  be
transferred whether by merger, consolidation, transfer or sale.

         22. ENFORCEMENT.  The provisions of this Agreement shall be regarded as
divisible, and if any of said provisions or any part hereof are declared invalid
or  unenforceable  by a  court  of  competent  jurisdiction,  the  validity  and
enforceability  of the  remainder  of such  provisions  or parts  hereof and the
applicability thereof shall not be affected thereby.

                                       18
<PAGE>

         23.  AMENDMENT OR  TERMINATION.  This  Agreement  may not be amended or
terminated during its term, except by written instrument executed by the Company
and the Executive.

         24.  SURVIVABILITY.  The  provisions of paragraphs 15, 16, 17,18 and 19
shall survive termination of this Agreement.

         25. ENTIRE  AGREEMENT.  This Agreement sets forth the entire  agreement
between the Executive and the Company with respect to the subject matter hereof,
and supersedes all prior oral or written agreements,  negotiations,  commitments
and understandings with respect thereto.

         26. VENUE;  GOVERNING  LAW.  This  Agreement  and the  Executive's  and
Company's  respective rights and obligations  hereunder shall be governed by and
construed in accordance with the laws of the State of Utah without giving effect
to the  provisions,  principles,  or  policies  thereof  relating  to  choice or
conflict laws.

         27.  NOTICE.  Notices  given  pursuant  to this  Agreement  shall be in
writing and shall be deemed given when received,  and if mailed, shall be mailed
by United  States  registered  or  certified  mail,  return  receipt  requested,
addressee only, postage prepaid, if to the Company, to:

                           Category 5 Technologies, Inc.
                           2755 E. Cottonwood Parkway, 4th Floor
                           Salt Lake City, Utah 84121

or to such other address as the Company shall have given to the Executive or, if
to  the  Executive, to such  address  as the Executive  shall have  given to the
Company.

         28. NO WAIVER.  No waiver by either  party at any time of any breach by
the other party of, or  compliance  with,  any  condition  or  provision of this
Agreement to be performed by the other party shall be deemed a waiver of similar
or  dissimilar  provisions  or  conditions  at the  same  time or any  prior  or
subsequent time.

         29. HEADINGS.  The headings herein contained are for reference only and
shall  not  affect  the  meaning  or  interpretation  of any  provision  of this
Agreement.

                                       19
<PAGE>

         30.  COUNTERPARTS.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of which  shall be deemed to be an  original  but IN WITNESS
WHEREOF,  the  Company  has caused  this  Agreement  to be  executed by its duly
authorized officer,  and the Executive has executed this Agreement,  on the date
and year first above written.

                                   CATEGORY 5 TECHNOLOGIES, INC.



                                   By:_____________________________________


                                   Its:____________________________________


                                   EXECUTIVE

                                   ________________________________________
                                   Tyler Thompson


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<PAGE>