Exhibit 10.33
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                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of the ____ day of  __________,  2002, by and between  Category 5  Technologies,
Inc., a Utah  corporation  ("C5" or the "Company")  and TROY KEARL  (hereinafter
referred to as the "Executive").

                              W I T N E S S E T H:

         WHEREAS,  the  Executive  was an owner of Flash  Ally,  LLC,  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;

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

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

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              (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; or

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

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 fifteen (15) day period commencing on the receipt of such
notice.

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

         (e)  "Company" shall mean Category 5 Technologies, Inc.

         (f)  "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.

         (g)  "Good  Reason"  shall mean a failure by the Company to comply with
              any material  provision of this Agreement which has not been cured
              within thirty (30) days after written notice of such noncompliance
              has been given by the Executive to the Company.

         (h)  "Notice of Termination" shall mean the notice described in Section
              11 herein.

         (i)  "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.

         (j)  "Termination Date" shall mean:

              (i)    The Executive's date of death;

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              (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.

         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, 2002, unless further extended or sooner terminated as hereinafter
provided.  On  December  31,  2002,  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 Vice President,
Product  Development 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.

         6. COMPENSATION AND RELATED MATTERS.

         (a)  Salary.  The Company shall pay to the Executive  $140,000,  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.  The  annualized  base  salary  of the
              Executive  shall not be decreased  below its then existing  amount
              during the term of this Agreement.

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         (b)  Bonus.  The Executive shall be entitled to receive  bonuses,  when
              and as declared by the Board of Directors.

         (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)   Paid vacation; and

              (iii)  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 fifteen (15) 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.

         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 two (2) consecutive  months and within

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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.  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;  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.

         10. OTHER TERMINATION.

         (a)  For Cause.  The Company may terminate  this Agreement for cause at
              any time upon notice to Executive.

         (b)  Termination  by the  Executive.  The  Executive  may terminate his
              employment  hereunder  (i) for Good  Reason or (ii) if his  health
              should  become  impaired  to an extent  that  makes his  continued
              performance of his duties  hereunder  hazardous to his physical or
              mental health or his life,  provided that the Executive shall have
              furnished  the Company with a written  statement  from a qualified
              doctor to such effect and provided further, that, at the Company's
              request,  the Executive shall submit to an examination by a doctor
              selected by the Company and such doctor  shall have  concurred  in
              the conclusion of the Executive's doctor.

         11. 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.  The Notice of  Termination  shall  indicate the
specific termination provision in this Agreement relied upon and shall set forth
the effective date of termination.

         12.  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

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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:

         (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.

         (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.

         13. ASSIGNMENT OF INVENTIONS.

         (a)  For purposes of this  Paragraph  13, 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

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              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  paragraph 13 with respect  thereto
              without  the  payment  by  the  Company  of  any  royalty  or  any
              consideration therefor other than the regular compensation paid to
              the Executive in the capacity of an employee or consultant.

         (b)  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.

         (c)  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.

         (d)  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.

         (e)  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.

         (f)  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.

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         (g)  No  provisions  of this  Paragraph  shall be  deemed  to limit the
              restrictions  applicable to the Executive under  Paragraphs 12, 14
              and 15.

         14. 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 Paragraph 13 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.

         15. 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.

         16. REMEDIES AND JURISDICTION.

         (a)  The Executive hereby  acknowledges and agrees that a breach of the
              agreements  contained  in  Sections  12,  13,  14 and  15 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  Sections  12,  13,  14 and 15 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
              Sections 12, 13, 14 and 15 of this Agreement;

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         (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.

         17.  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.

         18.   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.

         19.  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.

         20. 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.

         21.  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.

         22.  SURVIVABILITY.  The provisions of paragraphs 12, 13, 14, 15 and 16
shall survive termination of this Agreement.

         23. 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.

         24. 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

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to the  provisions,  principles,  or  policies  thereof  relating  to  choice or
conflict laws.

         25.  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.

         26. 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.

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

         28.  COUNTERPARTS.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.



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         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


                                   _________________________________________
                                   Troy Kearl


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