Exhibit 10.35
                                 -------------



                                   EMPLOYMENT
                                    AGREEMENT


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

                                  WITNESSETH:

         WHEREAS, the Executive is currently employed by the Company; 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 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 Category 5, Inc.

              (c) "Causer 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, 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, 2003, unless further extended or sooner terminated as hereinafter
provided.  On  December  31,  2003,  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 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.

         6. COMPENSATION AND RELATED MATTERS.

              (a) Salary. The Company shall pay to the Executive $90,000, 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.

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

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              (c)  Expenses.  The  Executive  shall be ended 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); and

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

                     (iii) Paid vacation; and

                     (iv)  Car   allowance,   $500  plus   insurance,   gas  and
maintenance.

              (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  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
thirty (30) days after the Company  provides the  Executive  with a  Termination
Notice,  the  Executive  shall  not  heve  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  enticed  to




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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 deemed, 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:

              (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,

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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 properly 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 INVL1iTIONS.

              (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  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.

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              (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,  magnum,  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.

              (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 Companies facilities,  materials or
personnel.

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         15. NON-COMPETE. The 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 Compares  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;

              (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.

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         17.  INDEMNIFICATION.  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
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, Inc.
                     2795 E. Cottonwood Parkway, Suite 120
                     Salt Lake City, Utah 84121

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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, INC.

                                By:___________________

                                Its:__________________



                                EXECUTIVE


                                ___________________
                                Matthew Greene




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