Exhibit 10.41
                                 -------------



                                              27 March, 2002

PERSONAL & CONFIDENTIAL
Mr. William Gibbs
Chief Executive Officer
Category 5 Technologies
2755 E. Cottonwood Pkwy., 4th Floor
Salt Lake City, UT 84121

Dear William:

European American Securities Inc.,  ("European American") is pleased to have the
Opportunity  to set forth the terms of the  executive  engagement  by Category 5
Technologies (the "Company") of European American to provide financial  advisory
and investment  banking  services to the Company in connection  with one or more
possible  acquisitions of, or business  combinations  with, any of the Companies
set forth in Annex A (each, a "Target Company",  and  collectively,  the "Target
Companies") (each, a "Transaction", and collectively, the "Transactions").  This
letter will  confirm  our mutual  understanding  of the basis on which  European
American will act as the Company's  exclusive  investment banker with respect to
the Transactions.

European  American's  overall  objective  is to see a  transaction  through to a
successful  conclusion.  In this  regard,  European  American  will  provide the
Company with financial advice and assistance in connection with any Transaction,
which may include  advice and  assistance  with respect to defining  objectives,
contacting  the  Target  Companies,  performing  valuation  analyses,  designing
appropriate transaction structures,  analyzing the pro forma financial impact of
the Transaction,  formulating negotiating strategy and assisting in negotiations
and other matters  pertinent to closing.  European American would, or coarse, be
prepared to assist in any presentations to the Company's Board of Directors.

The scope of European  American's  engagement  shall be limited to those matters
expressly set out in this letter agreement.  For the sake of clarity,  the scope
of  European  American's   engagement  shall  not  include  giving  tax,  legal,
regulatory,  accountancy  or over  specialist or technical  advice or associated
services,  as to which the Company agrees to take appropriate  advice from other
sources.

         *    European American's compensation for these activities is dependent
              upon the outcome of the assignment.  For each  Transaction that is
              completed,  the  Company  agrees  to pay to  European  American  a
              "Transaction Fee" equal to two and one-half of one percent (2.50%)
              of the Aggregate  Transaction  Value (as defined  below).  The fee
              shall be paid in the same form as the consideration is paid by the
              Company in  connection  with a  Transaction;  i.e., if the Company
              issues common stock, European American would receive common stock;

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              if the  Company  paid  25% in  cash  and  75% in  stock,  European
              American  would  be paid  their  fee 25% cash and 75%  stock.  The
              number of shares to be issued  shall be  computed  at the  closing
              price  of  the   Company's   common  stock  on  the  business  day
              immediately  preceding the closing date. A transaction  (or series
              of related  transactions)  resulting in the Company's ownership of
              50% or more or the  voting  stock or  assets  of a Target  Company
              gives the Company  control and represents a concluded  transaction
              for determining when the Transaction Fee is payable.

         *    In the event that the Company  acquires  less than 50% of a Target
              Company's  voting stock or assets in a  transaction  (or series of
              related  transactions),  the  Company  agrees  to pay to  European
              American a  "Minority  Investment  Transaction  Fee" equal to five
              percent (5.0%) of the Aggregate Transaction Value.

         *    In  addition,  if  a  business  combination  for  which,  European
              American  would have been paid a fee hereunder is not  consummated
              and the Company  receives a break-up fee in connection  therewith,
              the Company  will pay  European  American 50% or any cash or other
              compensation payable to the Company as a result thereof;  provided
              that such fee shall not  exceed  50% of the fees that  would  have
              been payable to European American if the business  combination had
              been consummated.

The fees  determined  under the terms of this agreement shall be due and payable
within three business days of the closing date.  Whether or not the  Transaction
is consummated,  and in addition to any fees payable to European  American,  the
Company agrees to reimburse  European American for its reasonable  out-of-pocket
expenses related to this work,  including European  American's  attorney's fees,
should their advice be required.  All amounts payable to European American under
the terms of this agreement are net of all applicable  withholding,  value-added
and  similar  taxes  (other  than  taxes  on  income)  charges,   deductions  or
withholdings.

"Aggregate  Transaction Value" shall be defined to include,  without limitation,
all cash,  securities and notes paid or issued by the acquiring  entity plus any
debt  assumed.  Any amounts to be paid  contingent  upon future  events shall be
estimated for purposes of fee calculation at an expected  present value mutually
agreeable  to the Company and European  American at the time of closing,  except
that any amounts held in escrow will be deemed paid at closing. If the Aggregate
Transaction  Value  or a  portion  thereof  is in the  form of  debt  or  equity
securities,  then the amount of the Aggregate Transaction Value will be based on
the fair market value of such securities determined as of the trading day ending
three  trading  days prior to the closing  date.  The fair market  value of such
securities  will be (i) the discounted  present value of any debt  securities or
(ii) the fair market  value of any other  securities.  the fair market  value of
such other securities will be determined as follows:  (i) the closing sale price
for such securities on the registered  national  exchange  providing the primary
market in such  securities on the trading day ending three trading days prior to
the closing date; (ii) if the securities are not traded on a registered national
exchange,  the average of the  closing  bid prices as  reported by the  National
Association of Securities  Dealers  Automated  Quotation  System in the U.S., or
similar  quotation  system outside of the U.S. for the previous ten  consecutive
trading  days  ending  three  days  prior  to the  closing  date;  (iii)  if the
securities  are not traded or  reported,  by  agreement  between the Company and
European  American;  or (iv) if the Company and European  American are unable to
agree on the fair market value of securities not traded or reported,  by binding
arbitration.


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The Company recognizes and confirms that, in performing the service contemplated
in this  letter  agreement,  European  American  will be relying on  information
furnished  by the Company and the Target  Companies,  including  projections  of
future  results of operations,  as well as information  available from generally
recognized public sources.  Such information will not be independently  verified
by  European  American  and  European  American  will  not  make an  independent
evaluation or appraisal of any assets or  liabilities  (contingent or otherwise)
of the Company or the Target  Companies.  The Company will cooperate  fully with
European American in connection with its financial review and analysis, and will
provide European  American with such information  concerning the Company and the
Target Companies,  an European American deems necessary for its financial review
and analysis.  The Company represents that all such information  provided by the
Company  will  be  complete  and  accurate  in all  material  respects  and  not
misleading  and that  all  projections  provided  by it  (including  projections
developed with assistance from European American) will be reasonably prepared on
the  basis of the best  available  estimates  and  judgements  of the  Company's
management.  The Company will promptly notify European  American if it learns or
any  material  inaccuracy  or  any  misleading   statement  in  any  information
previously delivered to European American. All non-public information concerning
the Company and its business  that the Company  discloses  to European  American
will be used by European  American  solely in the  performance  of its  services
hereunder and will be treated confidentially by European American for so long as
it remains non-public.  Except as otherwise required by law, regulation or legal
process.  European  American will not disclose this information to a third party
without the Company's consent.

European  American  will act  under  this  letter  agreement  as an  independent
contractor  with duties solely to the Company.  Since European  American will be
acting on the  Company's  behalf in this  capacity,  it is  European  American's
practice to receive indemnification. A copy of European American's standard form
is attached to this letter and the terms thereof are  incorporated  by reference
herein. It is understood that European American's  responsibility to the Company
is solely  contractual  in nature and that  European  American  does not owe the
Company, or any other party, and fiduciary duty as a result of its engagement.

This  engagement  may be  terminated  with or  without  cause by the  Company or
European American at any time and without liability or continuing  obligation to
the Company or European  American (except for  compensation  earned and expenses
incurred  by or on  behalf  of  European  American  to the date of  termination)
upon written notice to the other party.  Notwithstanding the foregoing, European
American  shall be  entitled  to its full  compensation  pursuant to this letter
agreement  in the event that,  at any time prior to the  expiration  of one year
after written  termination by the Company,  a transaction of the types described
in this letter is consummated with a Target Company.  Furthermore, the indemnity
provisions  in the  attached  form,  the  waiver  of the  right to trial by jury
provision and the  confidentiality  and  non-disclosure  provisions  will remain
operative regardless of any such termination.

This letter  agreement  shall be governed by, and construed in  accordance  with
English Law.  Solely for the propose of enforcing this letter  agreement and the
attached indemnity  provisions (the "Related  Proceedings"),  the Company hereby
agrees that the Courts of England (the  "specified  courts") will have exclusive
jurisdiction to settle any dispute that may arise in connection therewith.

The benefits of, and the  obligations  and  liabilities  assumed in, this letter
agreement shall inure to the benefit of, and be binding upon, any successors and
assigns.

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If the  foregoing  meets with your  approval,  please  sign both  copies of this
letter  and  both  copies  of  the  indemnification  agreement  and  return  one
fully-executed   set  to  us.  We  look  forward  to  working  with  Category  5
Technologies in this important undertaking.





                                         Very  truly yours,

EUROPEAN AMERICAN SECURITIES INC.



_____________________________
Authorized Signatory


Agreed and Accepted as of the
First Date Written Above:

CATEGORY 5 TECHNOLOGIES



By:
   --------------------------

Name:
     ------------------------

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



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                                     ANNEX A

Additional companies may be added to Annex A from time-to-time by mutual written
agreement of the Company and European American.

         1. Cassium
         2. Crealogix AG
         3. Escador
         4. Halogen AB
         5. Himalaya SA



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