Exhibit 10.3
                                  ------------


                 SEVERANCE AGREEMENT AND MUTUAL GENERAL RELEASE

         This  Severance  Agreement  and  Mutual  General  Release  (hereinafter
"Agreement")  is  entered  into as of the 12th day of  September,  2002,  by and
between William C. Gibbs ("Gibbs"), C5 Technologies, Inc., a Nevada corporation,
and  ePenzio,  Inc.,  a Utah  corporation  (collectively,  "C5"),  and who shall
collectively be referred to as the "Parties", and individually as a "Party."

                                    RECITALS
                                    --------

         WHEREAS, effective June 1, 2001, Network Investor Communications,  Inc.
(which  later had its name  changed to C5) and Gibbs  entered  in an  employment
agreement, as amended, (the "Employment Agreement");

         WHEREAS, the Parties mutually agree that it is in their respective best
interests  to  bring  the  employment  relationship  between  Gibbs  and C5 to a
conclusion and resolve any disputes between them; and

         WHEREAS,  the Parties desire to resolve,  settle and compromise any and
all claims between the Parties.

                                    COVENANTS
                                    ---------

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
contained  herein,  and other good and valuable  consideration,  the receipt and
sufficiency of which is hereby  acknowledged,  the Parties covenant and agree as
follows:

         1.  Termination of Employment.  Effective  August 31, 2002, the Parties
mutually  agree that Gibbs'  employment  with C5 ceased.  Furthermore,  upon the
execution of this Agreement, Gibbs shall deliver to Snell & Wilmer, LLP, counsel
for C5, a written  resignation  from his  positions  as Chairman of the Board of
Directors and Chief Executive  Officer of C5 and as an officer or director of C5
and any of C5's  subsidiaries,  in the form  attached  hereto as Exhibit A, with
such resignation to be immediately effective.

         2. Severance  Compensation.  C5 shall provide the following to Gibbs as
severance compensation:

              (a) pay Gibbs the  additional  sum of  $167,500  as  follows:  (i)
         $10,000 upon execution of this  agreement,  (ii) $10,000 on 9/20/02 and
         (iii) then seven regular and successive  monthly payments of $21,071.43
         each  payable on the 15th of each month  starting on October 15,  2002.
         These payments shall be paid,  less  applicable  tax  withholdings,  as
         severance pay and as consideration for C5 entering into this Agreement.

              (b) pay  monthly on the 20th of each month all other  benefits  to
         which  Gibbs  is  entitled  pursuant  to ss.  6(d)  of  his  Employment
         Agreement through April 30, 2003, including, but not limited to the car
         allowance in the amount of $800 per month,  car  insurance as currently


                                       1
<PAGE>

         being  provided  and the other  benefits  specified  in ss. 6(d) of the
         Employment  Agreement.  Upon  execution  of this  Agreement,  C5  shall
         deliver to Gibbs a check in the amount of $5,142 as  reimbursement  for
         his car allowance, and car and life insurance through August 31, 2002.

              (c) in the event  that C5 fails to timely  pay any  amounts  owing
         pursuant  to this  Section 2, all amounts  owing  under this  Agreement
         shall be accelerated, and shall be immediately due and payable, without
         further notice,  except that with regard to an initial failure (one) to
         timely  pay,  C5 shall be allowed a fifteen  day grace  period  without
         acceleration of all amounts owing.

         3. Health  Insurance.  C5 agrees to provide  through  April 30, 2003, a
continuation of Gibbs' health  insurance,  as currently in place, and provide to
him thereafter the availability of COBRA continuation coverage at his expense.

         4. Full Vesting of Options.
            ------------------------

              (a) C5 and Gibbs  agree  that as of the date  hereof,  options  to
         purchase  all of Gibbs  initial  200,000  share option grant have fully
         vested, and that options to purchase all of Gibbs' 500,000 share option
         have fully vested.  The strike price for both of these options is $0.25
         per share. As of the date hereof,  Gibbs has not been granted any other
         options.

              (b) Gibbs and C5 agree  that  except as set forth in Section 4 (a)
         above, Gibbs does not own any additional options, nor is he entitled to
         receive any additional shares from C5. All options which have vested as
         set forth in Section 4 (a) above,  shall be  exercisable  in accordance
         with the  terms  set  forth in the  relevant  option  agreement(s)  and
         grant(s).

              (c) In connection with the anticipated  transaction with MindArrow
         Systems,  Inc.  ("MindArrow")  transaction,   it  is  anticipated  that
         executives  of C5 will be required to sign a lock-up  agreement.  Gibbs
         agrees  that,  subject to Gibbs  being free to sell  shares  within the
         volume  limitations  found in Rule 144, and  provided  that a merger or
         similar  agreement is executed by C5 with  MindArrow  within 30 days of
         the date hereof, Gibbs will execute a lock-up agreement for the shorter
         of 6 months  from the date  hereof,  or the same  duration  as other C5
         executives.

         5. Cooperation to be Provided by Gibbs. Gibbs agrees that, in the event
that he is asked by the Chief  Executive  Officer of either C5 or MindArrow,  or
any of their  successor  entities,  he will (i)  answer  questions  and  provide
limited  assistance  with respect to matters he was involved with while employed
by C5, and (ii) cooperate fully to complete the anticipated  merger  transaction
with MindArrow.  In the event of any such  request(s),  C5 shall reimburse Gibbs
for any pre-approved out-of-pocket expenses incurred by Gibbs in connection with
providing  said  cooperation  or services.  In the event  investors,  customers,
lenders,  prospective customers,  employees or others specifically ask for Gibbs
input or opinion  regarding C5 and its affiliated or successor  entities,  Gibbs
agrees to  provide  truthful  and  positive  communications  regarding  C5,  its
affiliated  or  successor  entities,  its  officers,  directors,  employees  and
products.

                                       2
<PAGE>



         6. Crescent  Advisors Shares.  Upon execution of this Agreement,  Gibbs
shall  deliver  to  Paul  Anderson,  on  behalf  of C5,  the  share  certificate
representing  900,000  shares of Company  stock that had been issued to Crescent
Advisors,  LLC pursuant to two letter agreements dated February 22, 2001 and May
29, 2001.  Gibbs hereby  waives any claim or interest that Gibbs may have had in
said shares.

         7. Release by Gibbs.
            -----------------

              (a)  Except for the  exclusions  specifically  set forth  below in
         subparagraph  7(b),  Gibbs  hereby   irrevocably  and   unconditionally
         releases and discharges,  for himself and for his heirs, executors, and
         assigns,  any  and  all  claims  or  causes  of  action  of any  nature
         whatsoever, whether known or unknown, against C5, its subsidiaries, and
         their  present  or  former  employees,  agents,  officers,   directors,
         trustees, successors, predecessors, and assigns, which Gibbs has or had
         against  any of them as of the date  hereof  relating in any way to (i)
         his  employment  with C5, (ii) the  business  and affairs of C5 and its
         subsidiaries, (iii) any transaction involving C5, and (iv) the original
         acquisition by C5 (Network Investors Communications,  Inc.) of ePenzio,
         Inc. This release includes, without limitation, any claims, demands, or
         causes of action  arising out of, or relating in any manner  whatsoever
         to Title VII of the Civil Rights Act of 1964 and 1991, as amended,  the
         Labor Management Relations Act, the Employee Retirement Income Security
         Act of 1974  (ERISA),  the Fair Labor  Standards  Act (FLSA),  the Utah
         Anti-Discrimination Act of 1965, as amended, the Older Worker's Benefit
         Protection  Act,  Worker's  Compensation  claims,  the  Americans  with
         Disabilities Act (ADA), as amended,  or any other  applicable  federal,
         state,  or local  statute  or  regulation,  or any  common law cause of
         action, including without limitation,  claims for breach of any express
         or implied contract, the covenant of good faith and fair dealing, tort,
         wrongful discharge,  constructive discharge, personal injury, emotional
         distress, defamation, fraud, or any claims for attorneys' fees or other
         costs.

              Gibbs  acknowledges that he has no claim under any federal,  state
         or local  age  discrimination  in  employment  law  including,  but not
         necessary limited to, the Age  Discrimination in Employment Act (ADEA),
         the Utah Anti-Discrimination Act (UADA), and WAIVES any claim under the
         ADEA or UADA for any alleged event or incident occurring up to the time
         of the execution of this Agreement.

              Gibbs further  covenants  and agrees that,  except for those items
         expressly set forth herein, upon being paid the amounts provided for in
         Sections  2 and 3,  above,  C5 is not  further  indebted  to him in any
         amount for any reason,  including any fringe benefits or other forms of
         compensation.

              (b) Gibbs  expressly  reserves and  excludes  from the Release set
         forth in paragraph 7(a) the following:

                     (i) any  claim or cause of action  relating  to a breach of
                     this Agreement or the enforcement of any of its terms.


                                       3
<PAGE>

                     (ii) any  claim,  right or cause  of  action  against  Paul
                     Anderson,   Brad  Crawford,   Matthew   Greene,   and  Jade
                     Millington.  Gibbs  agrees to execute a release of the same
                     scope granted by Gibbs in paragraph  7(a) above in favor of
                     each such named individual  concurrently  with such a named
                     individual  executing  a  release  in favor of Gibbs of the
                     same scope.

              (c) Gibbs  represents  and  warrants  that he has not  assigned or
         subrogated  any of his rights,  claims and causes of action  (including
         any claims  referenced in this Agreement)  against C5 or authorized any
         other person or entity to assert such claim or claims on his behalf and
         he agrees to indemnify and hold  harmless C5 against any  assignment of
         said right, claims and/or causes of action.

              (d) Gibbs  acknowledges that he has been given at least twenty-one
         (21) days within  which to consider  this  Agreement  before  execution
         (which  twenty-one  day  period  he hereby  waives)  and seven (7) days
         following the  execution of the Agreement to revoke it. This  Agreement
         shall  not  become   effective  or  enforceable   until  the  foregoing
         revocation  period has  elapsed.  Gibbs'  decision  not to revoke  this
         Agreement  shall be  reflected by  signature(s)  on Exhibit B, which is
         incorporated herein and made part hereof.

         8. Release by C5.
            -------------

              (a) Except for any claim or cause of action  relating  to a breach
         of this Agreement or enforcement  of its terms,  C5 hereby  irrevocably
         and  unconditionally  releases and  discharges,  for itself and for its
         subsidiaries, and their successors,  predecessors and assigns, from any
         and all  claims or causes of action of any nature  whatsoever,  whether
         known or unknown,  against  Gibbs,  his heirs,  executors  and assigns,
         which  C5  has or  had  against  any of  them  as of the  date  hereof,
         including those relating in any way to (i) his employment with C5, (ii)
         the  business  and  affairs  of C5  and  its  subsidiaries,  (iii)  any
         transaction  involving  C5 or its  subsidiaries,  and (iv) the original
         acquisition  by C5 (at that  time,  Network  Investors  Communications,
         Inc.) of ePenzio, Inc. This release includes,  without limitation,  any
         claims, demands, or causes of action arising out of, or relating in any
         manner  whatsoever  to Title  VII of the Civil  Rights  Act of 1964 and
         1991,  as amended,  the Labor  Management  Relations  Act, the Employee
         Retirement  Income  Security  Act  of  1974  (ERISA),  the  Fair  Labor
         Standards  Act (FLSA),  the Utah  Anti-Discrimination  Act of 1965,  as
         amended,   the  Older  Worker's   Benefit   Protection  Act,   Worker's
         Compensation  claims,  the Americans with  Disabilities  Act (ADA),  as
         amended,  or any other applicable  federal,  state, or local statute or
         regulation,  or any  common  law  cause of  action,  including  without
         limitation,  claims for breach of any express or implied contract,  the
         covenant  of good faith and fair  dealing,  tort,  wrongful  discharge,
         constructive   discharge,    personal   injury,   emotional   distress,
         defamation, fraud, or any claims for attorneys' fees or other costs.

              (b) C5  represents  and  warrants  that  it has  not  assigned  or
         subrogated  any of its rights,  claims and causes of action  (including
         claims  referenced in this  Agreement)  against Gibbs or authorized any

                                       4
<PAGE>

         other  person or entity to assert  such claim or claims on its  behalf,
         and C5  agrees  to  indemnify  and  hold  harmless  Gibbs  against  any
         assignment of said right, claims and/or causes of action.

              (c) C5  represents  and  warrants  that  it  has  full  power  and
         authority,  and has been duly  authorized to enter into this  Agreement
         and the release contained herein.

         9. Representations.
            ---------------

              (a)  Gibbs  specifically  represents  that  he has not  filed  any
         complaints or charges against C5 with any local, state or federal court
         or agency, including without limitation,  any claims arising out of, or
         relating in any manner whatsoever to, the employment of Gibbs by C5 and
         his separation from C5.

              (b)  C5  specifically   represents  that  it  has  not  filed  any
         complaints or charges  against  Gibbs with any local,  state or federal
         court or agency, including,  without limitation, any claims arising out
         of, or relating in any manner  whatsoever to Gibbs' employment with C5,
         any action or inaction by Gibbs while  employed by C5, or any action or
         inaction by Gibbs relating to the acquisition by C5 of ePenzio, Inc.

         10.  Mutual  Nondisclosure  and  Confidentiality.   The  Parties  shall
mutually agree to a press release  announcing  Gibbs'  resignation  from C5. The
Parties  further  agree that  unless  required  by law or  compelled  or allowed
otherwise  by  court  order  or  subpoena,  the  terms  and  conditions  of this
Agreement,  including  but not limited to the severance  payments  referenced in
Sections 2 and 3 above,  shall remain  confidential and will not be disclosed or
released to any other  person(s) or third  parties  except for Gibbs'  immediate
family members and the Parties' attorney(s), advisors and accountant(s) provided
that they agree to the same nondisclosure terms and conditions.

         11.  Mutual  Non-Disparagement.  Gibbs  shall  at all  times  hereafter
refrain  from any  activity  harmful to or making any  disparaging  or  negative
statements  concerning C5, its  affiliates,  subsidiaries,  officers,  boards of
directors,  employees,  successors or assigns, either publicly or privately. C5,
its  officers  and  Directors  shall at all  times  hereafter  refrain  from any
activity harmful to or making any disparaging or negative statements  concerning
Gibbs, either publicly or privately. In the event of inquiry of C5 regarding Mr.
Gibbs'  employment,  it is agreed that all such  inquiries  shall be referred to
either Mr. Edward  Mooney or Mr. Shelly  Singhal who shall be designated as C5's
representatives  to  handle  such  inquiries.  No other  officer,  director,  or
employee shall respond to the inquiry.

         12.   Non-Disclosure   of   Proprietary   Information;   Assignment  of
Inventions;  Shop Rights;  Non-Compete and other Surviving  Provisions of Gibbs'
Employment Agreement. Gibbs acknowledges that Sections 15, 16, 17, 18, 19 and 20
of his Employment  Agreement dated June 1, 2001 survive and remain in full force
and  effect.   These  provisions   relate  to   Non-Disclosure   of  Proprietary
Information;  Assignment of Inventions; Shop Rights;  Non-Compete;  Remedies and
Jurisdiction;  and Attorney's  Fees. Gibbs  specifically  ratifies and agrees to
abide by the terms of these  provisions and acknowledges  their  enforceability,
and C5 ratifies  and agrees  that the same  provisions  are binding  upon it and


                                       5
<PAGE>

acknowledges   their   enforceability,   except  the  parties   agree  that  not
withstanding  any  provision  of  Gibbs'  employment  agreement  with  C5 to the
contrary,  Gibbs  shall  not be  prohibited  from and  shall  have the  right to
represent and act for any person or entity as a lawyer or investment banker.

         13. Termination of Gibbs' Employment Agreement.  Except as set forth in
Section 12 hereof,  Gibbs'  Employment  Agreement  with C5  (previously  Network
Investor  Communications,  Inc.)  shall be deemed to have  terminated  and of no
further force or effect effective August 31, 2002.

         14. Best Efforts Regarding Certain Other Shareholders. If Peruvian LLC,
Jupiter Holdings,  LLC, or King's Peak Capital, LLC are requested as part of the
MindArrow transaction, to execute lock-up agreements of the same duration as the
executives of C5, Gibbs will use his  reasonable  best efforts to encourage such
shareholders  to  execute  such  agreements.  C5  understands  that  Gibbs  sole
obligation  under  this  Section  15 is to use his  reasonable  best  efforts to
encourage  this  activity and that there is no guaranty of success in any or all
of these efforts by Gibbs.

         15. Reimbursement of Legal Fees.
             ---------------------------

              (a) Upon  execution  of this  Agreement  and upon  receipt by Paul
         Anderson of an invoice  reflecting  hours worked on behalf of Gibbs, C5
         will  promptly pay to the law firm of Berman,  Gaufin,  Tomsic & Savage
         legal fees incurred by Gibbs in  connection  with the  preparation  and
         negotiation of this Agreement at Dan Berman's  normal hourly rate up to
         a cap of $15,000.

              (b) C5 shall advance as incurred,  within  fifteen days of receipt
         of  any  statement  therefore,  any  and  all  attorneys  fees,  at the
         attorneys'  normal hourly  rates,  as provided and limited in paragraph
         15(c)  below,  and costs  incurred by Gibbs in  defending  any claim or
         cause of action by any person or entity  that  relate in any way to the
         employment  of Gibbs with C5, the  business  and  affairs of C5 and its
         subsidiaries,  any  transaction  between  C5 and any  other  entity  or
         person, or to the original acquisition by C5 of ePenzio, Inc.

              (c) C5 shall  advance  the  first  $200,000  in  attorney  fees as
         provided  in  paragraph  15(b)  above  and 50% of all  legal  fees over
         $200,000  as  provided  in  paragraph  15(b) above up to a total cap on
         legal fees due from C5 of $350,000.

              (d) C5 shall  indemnify  and hold Gibbs  harmless  from any claim,
         cause of action or judgment  brought  against  Gibbs by any C5 officer,
         director or employee,  except for a final  judgement  against Gibbs for
         actual fraud or a scheme to defraud in violation of  ss.10(b)(5) of the
         Securities  Exchange Act of 1934 or ss.61-1-1 UCA on the part of Gibbs.
         If, at the  conclusion  of any action,  there is a final  judgment  for
         actual fraud or a scheme to defraud in violation of  ss.10(b)(5) of the
         Securities  Exchange Act of 1934 or ss.61-1-1  UCA on the part of Gibbs
         which results in liability by Gibbs to the party bringing the action in


                                       6
<PAGE>

         excess of $35,000,  whether through damages or equitable relief,  Gibbs
         shall repay to C5 the amount of legal fees  advanced to him pursuant to
         paragraph (b) above.

         16. Voluntary  Agreement.  This Agreement is freely entered into by the
undersigned.


         17.  Agreement Not an Admission.  The Parties hereby  acknowledge  that
neither  this  Agreement  nor the  settlement  payment  made  hereunder  nor the
acceptance   of  the  same  may  be  treated  as  an   admission  of  any  legal
responsibility,  liability,  wrongdoing  or fault of any kind  whatsoever.  Such
responsibility, liability, wrongdoing and fault being expressly denied.

         18. Entire  Agreement.  Except for certain  Sections of the  Employment
Agreement which survive this Agreement, which Sections are identified in Section
13 hereof, this Agreement  constitutes the sole and entire agreement between the
Parties,  and supersedes any and all  understandings  and agreements  made prior
hereto. There are no collateral understandings,  representations,  or agreements
other  than  those  contained  herein.  It is  understood  and  agreed  that the
execution  of this  Agreement  by  either  Gibbs  or C5 is not an  admission  of
liability,  but is a  severance  agreement  to put to rest any claim of any kind
whatsoever between the Parties, which either Party may have against the other up
to the date of execution of this Agreement.

         19.  Jurisdiction.  This  Agreement  shall be governed in all respects,
whether as to validity,  construction,  capacity,  performance, or otherwise, by
the laws of the State of Utah,  and no action  involving  this  Agreement may be
brought except in the Courts of the State of Utah or the Federal  District Court
for the  District of Utah.  If any  provision  of this  Agreement  is held to be
invalid, void or unenforceable for whatever reason, the remaining provisions not
so declared shall  nevertheless  continue in full force and effect without being
impaired in any manner whatsoever.

         20. 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 shall be  entitled to recover  from the other
party,  all  costs  incurred  in  connection  with  such  proceeding,  including
reasonable attorneys fees, and in addition shall be entitled to recover interest
of 8% per annum on any amounts due and not paid on a timely basis.

         21.  Breach.  In addition to other  remedies  that may be  available to
either  Party,  each  Party  shall  be  entitled  to  specific  performance  and
injunctive  relief  as  remedies  for any  breach or  threatened  breach of this
Agreement by the other Party.  Each Party agrees that in the event of any breach
of any provision of this Agreement, the Party who is found to have breached this
Agreement  will indemnify and hold harmless the other Party from and against any
and all claims, demands, causes of action,  obligations,  damages or liabilities
including  costs and  attorneys  fees  arising from or in  connection  with that
breach.

         22.  Waiver.  No  waiver  by any  Party  of any  breach  of any term or
provision of this Agreement shall be construed to be a waiver of any proceeding,
concurrent  or  succeeding  breach  of the same or any other  term or  provision
hereof.  No  waiver  shall be  binding  on the part of or on behalf of any Party
entering into this Agreement.

                                       7
<PAGE>

         23.  Understanding.  The  Parties  represent  and agree  that they have
carefully read and fully understand all the provisions of this Agreement.

         24.  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts,  each  of  which  shall  be  deemed  an  original,  but  all  such
counterparts together shall constitute but one agreement.

         25. Amendments and Modifications. Any amendment or modification of this
Agreement must be in writing and signed by each Party.

                  THE SIGNATORIES HAVE CAREFULLY READ THIS ENTIRE
                  AGREEMENT.  THE SIGNATORIES FULLY UNDERSTAND
                  THE FINAL AND BINDING EFFECT OF THIS AGREEMENT.
                  THE ONLY PROMISES MADE TO ANY SIGNATORY TO SIGN
                  THIS AGREEMENT ARE CONTAINED IN THIS AGREEMENT.
                  THE SIGNATORIES ARE SIGNING THIS AGREEMENT
                  VOLUNTARILY.  PLEASE READ CAREFULLY:  THIS
                  SEVERANCE AGREEMENT AND GENERAL RELEASE
                  INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
                  CLAIMS.

         IN WITNESS  WHEREOF,  this Severance  Agreement and General  Release is
executed as of the date first above written.

CATEGORY 5 TECHNOLOGIES, INC.                             WILLIAM C. GIBBS


By ______________________________________             __________________________
   Paul Anderson, Chief Executive Officer                 William C. Gibbs



                                       8
<PAGE>

                                    EXHIBIT A
                                    ---------


                         RESIGNATION OF WILLIAM C. GIBBS


         I,  William C.  Gibbs,  hereby  resign my  employment  with  Category 5
Technologies,  Inc.  ("C5"),  including,  without  limitation,  my  position  as
Chairman of the Board of Directors,  Chief Executive  Officer and Director as of
August 31, 2002.

         I also hereby confirm my Resignation from (a) any other capacity that I
held, including any committee,  as of the same date and (b) any subsidiary of C5
as a director,  officer,  and from any other capacity that I held as of the same
date. A copy of this Resignation shall be deemed an original.


 __________________________                           Date: September 12, 2002
   William C. Gibbs


                                       9
<PAGE>


                                    EXHIBIT B
                                    ---------


                                 NON-REVOCATION
                        AS OF THE DATE SHOWN ON THIS FORM

         By signing  below,  I hereby verify that I have chosen not to revoke my
agreement to and execution of the Severance  Agreement and General  Release.  My
signature  confirms  my  renewed  agreement  to the  terms  of  that  Agreement,
including the release and waiver of any and all claims relating to my employment
with C5 and  its  successors,  assigns,  and  affiliated  entities,  and/or  the
termination of that employment.




------------------------------                  -------------------------------
William C. Gibbs                                   (Social Security Number)




------------------------------                  --------------------------------
Signature*                                      Date*


         *Do not sign,  date, or return this document until eight (8) days after
you sign the Severance Agreement and General Release


                                       10
<PAGE>