EXHIBIT 10.33
                       EMPLOYMENT AGREEMENT

     THIS  EMPLOYMENT AGREEMENT (the "Agreement"), dated April 18, 1996, is
entered into  by  and  between  Global  Energy  Metering  Service,  Inc., a
Delaware  corporation  (the "Company") and E.A. James Peretti ("Employee"),
in consideration of the mutual promises and conditions made herein.

                             ARTICLE I
                 EMPLOYMENT AND TERM OF EMPLOYMENT

     1.1. EMPLOYMENT AND  TERM.   The  Company  hereby  employs Employee to
render full-time services to the Company on an exclusive  basis,  upon  the
terms and conditions set forth below, from the date of this Agreement until
the employment relationship is terminated in accordance with the provisions
of this Agreement.  This Agreement is for a term of five years (the "Stated
Term") effective January 1, 1996, unless terminated earlier as provided for
herein (the "Employment Term").

     1.2. ACCEPTANCE.   Employee hereby accepts employment with the Company
and agrees to devote his  full-time  attention and best efforts exclusively
to rendering the services described below.   The  Employee shall accept and
follow the direction and authority of the Board of Directors of the Company
(the "Board") in the performance of his duties, and  shall  comply with all
existing and future regulations applicable to employees of the  Company and
to the Company's business.

                            ARTICLE II
                        DUTIES OF EMPLOYEE

     2.1. GENERAL DUTIES.  Employee shall serve as the President  and Chief
Executive  Officer of the Company.  In his capacity as President and  Chief
Executive Officer,  Employee  shall  do  and perform all services, acts, or
other things necessary or advisable to manage  and  conduct the business of
the Company, including, but not limited to, the supervision,  direction and
control of the business and other employees of the Company, subject  to the
policies  and  direction  of  the  Board.   Employee shall have all powers,
duties and responsibilities necessary to carry  out  his  duties,  and such
other  powers  and  duties  as  the Board may prescribe consistent with the
Company's certificate and bylaws.

     2.2. EXCLUSIVE SERVICES.  It  is  understood  and agreed that Employee
may  not  engage  in any other business activity during  the  term  of  his
employment hereunder,  whether  or  not  for  profit or other remuneration,
without the prior written consent of the Company.   Further, Employee shall

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not  directly  or  indirectly  acquire  any  stock  or  interest   in   any
corporation,  partnership, or other business entity that competes, directly
or indirectly, with the business of the Company.

     2.3. REPORTING OBLIGATIONS.  In connection with the performance of his
duties hereunder,  unless  otherwise instructed by the Company's Board, the
Employee shall report directly to the Chairman of the Board and Board.

     2.4. DIRECTOR.  Employee  shall  serve  as a Director of the Board and
shall  be  nominated as a Director of the Board  of  DBS  Industries,  Inc.
("DBSI") for  each  year  in  which  this  contract is in effect subject to
continued approval of the stockholders of the  Company and DBSI as required
by law.

                            ARTICLE III
               COMPENSATION AND BENEFITS OF EMPLOYEE

     3.1. ANNUAL BASE SALARY.  The Company shall  pay  Employee  salary for
the services to be rendered by him during the term of this Agreement at the
rate  of  one  hundred  fifty-five  thousand  dollars  ($155,000)  annually
(prorated for any portion of a year), subject to increases, if any,  as the
Compensation  Committee  of  the Board may determine in its sole discretion
after annual review of the Employee's  performance of his duties hereunder.
Such base salary shall be payable in periodic  installments  in  accordance
with  the  terms of the Company's regular payroll practices in effect  from
time to time  during  the  term  of  this  Agreement,  but in no event less
frequently than once each month.

     3.2. BONUSES.   In  addition  to  the  base salary and other  benefits
provided  to Employee hereunder, Employee is eligible  to  receive  bonuses
based  on Company  performance  and  Employee's  attainment  of  objectives
established  by  the  Compensation  Committee  of  the  Board  of Directors
annually.  The Employee's total annual compensation (exclusive of any stock
options  issued to pursuant to Section 3.3) shall not exceed three  hundred
percent (300%) of his annual base salary in any given fiscal year.

     3.3. STOCK  OPTIONS.   Employee  shall  be  granted  stock  options to
purchase  375,000  shares  of  DBSI's common stock at an exercise price  of
$5.20 per share.  The options are subject to vesting; 150,000 of which will
vest immediately upon the execution  of  this  Agreement, and the remainder
shall  vest  in  75,000  share  increments  on  each  anniversary  of  this
Agreement.  In addition, the stock options are subject to (a) further terms
and conditions set forth herein and in the Stock Option  Agreement attached
as  Exhibit  A to this Agreement, and (b) the Employee's execution  of  the
Stock Option Agreement  and  all  documents  customarily  required  by  the
Company to effect the grant of the options.

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     In  connection  with  a registration statement filed by the Company to
register shares of its common stock for an employee benefit plan on Form S-
8, the Company shall also register  the  common  stock underlying the stock
options granted to Employee.

     3.4. EXPENSES.  The Company shall pay or reimburse  the  Employee  for
all  reasonable, ordinary and necessary business expenses actually incurred
or paid  by  Employee  in the performance of Employee's services under this
Agreement in accordance  with  the  expense  reimbursement  policies of the
Company  in  effect  from  time  to  time during the Employment Term,  upon
presentation of proper expense statements or vouchers or such other written
supporting documents as the Company may reasonably require.

     3.5. VACATION.  Employee shall be  entitled  to  six  (6)  weeks  paid
vacation  for  each  calendar  year (prorated for any portion of a year, as
applicable), such vacation to accrue  at  the rate of twenty (20) hours per
month.   Notwithstanding  anything  to  the  contrary  in  this  Agreement,
vacation time shall cease to accrue beyond eight  weeks  at  any given time
during the Employment Term.

     3.6. GENERAL EMPLOYMENT BENEFITS.  Except where expressly provided for
herein,  Employee  shall be entitled to participate in, and to receive  the
benefits  under,  any   pension,  health,  life,  accident  and  disability
insurance plans or programs  and  any  other  employee  benefit  or  fringe
benefit  plans that the Company makes available generally to its employees,
as the same may be in effect from time to time during the Employment Term.

     3.7.  INDEMNIFICATION.   The Company shall indemnify and hold Employee
harmless for any actions taken or decisions made by him in good faith while
performing  services  in his capacity  as  President  and  Chief  Executive
Officer of the Company  during  the Employment Term.  The Company agrees to
indemnify  and  hold  Employee  harmless  to  the  extent  provided  in  an
indemnification agreement in the  form  attached  hereto  as  Exhibit B and
incorporated herein by reference.

     3.8. ANNUAL  PHYSICAL.   Employee  shall  have the right to an  annual
physical at the cost of the Company.


                            ARTICLE IV
                     TERMINATION OF EMPLOYMENT

     4.1. TERMINATION.   This  Agreement  may  be  terminated   earlier  as
provided  for  in this Article IV, or extended by further written agreement
of the parties.

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     4.2. TERMINATION  FOR  CAUSE.   The  Company  reserves  the  right  to
terminate  this  Agreement  for  cause  upon:  (a)  Employee's  willful and
continued  failure  to  substantially  perform  his duties with the Company
(other than such failure resulting from his incapacity  due  to physical or
mental  illness) after there is delivered to Employee by the Board,  acting
reasonably  and in good faith, a written demand for substantial performance
which sets forth  in  detail  the  specific  respects  in  which  the Board
believes  Employee  has  not performed his duties, and giving Employee  not
less than thirty (30) days  to  correct  the  deficiencies specified in the
written notice; or (b) Employee's willful engagement in gross misconduct as
determined by the Board which is materially and  demonstrably  injurious to
the Company.  Notwithstanding the foregoing, Employee shall not  be  deemed
to  have  been  terminated for cause unless and until there shall have been
delivered  to  Employee  a  copy  of  a  resolution  duly  adopted  by  the
affirmative vote of not less than a majority of the entire Board members at
a meeting called and held for that purpose.

     Upon termination  for  cause,  Employee  shall  not be entitled to any
severance  benefits  and  all  options  which  have  not  vested  shall  be
cancelled.

     4.3. TERMINATION  WITHOUT  CAUSE.   Notwithstanding  anything  to  the
contrary  in  this Agreement, the Company reserves the right  to  terminate
this Agreement  at  any time without cause subject to the express terms and
provisions below.

     If Employee is terminated without cause, each month for a period of 12
months following termination  the Employee shall be paid an amount equal to
his then monthly base salary so  long as Employee does not compete with the
Company (in the manner described below) and complies with the provisions of
Article V.  Payments shall be made  in  accordance  with Section 3.1.  This
arrangement  shall continue for a period of 12 months  beginning  the  next
month following the month in which termination occurred.

     If Employee is terminated without cause, Employee shall be entitled to
full vesting of  all  options  granted  pursuant  to  this  Agreement.  The
options  must  be  exercised  within  ten  years  after  the  date of  such
termination or such lesser period specified in the option agreement (but in
no event after the expiration date of the option).

     It is expressly intended by the parties that if the "does not compete"
provision   of   this   Section  4.3  of  the  Agreement  is  found  to  be
unenforceable, the Company's obligations to pay Employee's remaining salary
is conditioned upon compliance with the provisions of Article V.


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     For the purposes of  this  Agreement,  the  phrase  "compete  with the
Company,"  or  the  substantial  equivalent  thereof,  means that Employee,
either  alone or as a partner, member, director, employee,  shareholder  or
agent of  any  other business, or in any other individual or representative
capacity, directly  or  indirectly  owns,  manages,  operates, controls, or
participates  in  the ownership, management, operation or  control  of,  or
works for or provides  consulting  services  to,  or permits the use of his
name  by, or lends money to, any business or activity  which  is  or  which
becomes,  at  the  time  of  the  acts  or conduct in question, directly or
indirectly competitive with the business of the Company.

     4.4. VOLUNTARY TERMINATION BY EMPLOYEE.   Notwithstanding  anything to
the  contrary  in this Agreement, Employee may terminate this Agreement  at
any time upon sixty (60) days written notice to the Company.

     If Employee  voluntarily  terminates employment, Employee shall not be
entitled to any severance benefits  and  all  options which have not vested
shall be cancelled.

     4.5.  CHANGE IN CONTROL.  If there is a "change  in  control"  in  the
Company  during  the  Employment  Term, all options granted hereunder shall
fully vest upon the Company's public  announcement  of  such  a  change  in
control.   A  "change  in  control"  shall mean an event in which a "group"
within the meaning of Section 13(d)(3)  of  the  Securities Exchange Act of
1934 (the "Exchange Act") attempts to influence the  Board of DBSI and as a
result of such influence the Company's Board acts in a  manner or direction
different than the one proposed by Employee.

     4.6.   DISABILITY.   If  Employee  becomes  permanently  and   totally
disabled,  this  Agreement  shall  be terminated.  Employee shall be deemed
permanently  and  totally  disabled if  he  is  unable  to  engage  in  the
activities  required  by  this   Agreement   by  reason  of  any  medically
determinable physical or mental impairment which  can be expected to result
in death or which has lasted or can be expected to  last  for  a continuous
period of not less than 3 months.  Upon termination due to disability,  any
further  compensation and effect on any unvested options will be treated as
termination without cause pursuant to Section 4.3.

     4.7.  DEATH.  If Employee dies during the term of this Agreement, this
Agreement  shall be terminated on the last day of the calendar month of his
death subject to the express terms and provisions below.

     Upon death  all  unvested  options  shall  be vested as of the date of
death and may be exercised by the designated beneficiary,  as  provided  in
Section  6.8  below,  the  estate  or Employee's personal representative in
whole or in part at any time within  ten  years  after the date of death or
such lesser period specified in the option agreement (but in no event after
the expiration date of the option).

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     Company  shall  provide  Employee  with life insurance,  at  Company's
expense, in an amount equal to two times the Employee's annual salary.

     4.8. EFFECT OF TERMINATION.  Except  as expressly provided for in this
Agreement, the termination of employment shall  not  excuse  any obligation
that  accrued  prior  to  termination,  nor  shall  termination excuse  the
performance of any obligation which is required or to  be  performed  after
termination.    Any  such  obligation  shall  survive  the  termination  of
employment and this Agreement.


                             ARTICLE V
             COVENANTS AND REPRESENTATIONS OF EMPLOYEE

     5.1. UNFAIR  COMPETITION.   Employee  acknowledges  that  he will have
access  at  the  highest level to, and the opportunity to acquire knowledge
of, the Company's  customer  lists,  customer  needs, business plans, trade
secrets and other confidential and proprietary information  from  which the
Company  may  derive  economic  or  competitive  advantage,  and that he is
entering into the covenants and representations in this Article  V in order
to  preserve  the  goodwill and going concern value of the Company, and  to
induce the Company to  enter  into  this Agreement.  Employee agrees not to
engage in any unfair competition with Employer.

     5.2. CONFIDENTIAL INFORMATION.   During the Employment Term and at all
times thereafter, the Employee agrees to  keep  secret and to retain in the
strictest confidence all confidential matters which  relate  to the Company
or  its  "affiliate"  (as  that  term  is  defined  in  the  Exchange Act),
including, without limitation, customer lists, client lists, trade secrets,
pricing lists, business plans, financial projections and reports,  business
strategies,  internal operating procedures, and other confidential business
information from  which  the  Company  derives  an  economic or competitive
advantage,  or from which the Company might derive such  advantage  in  its
business, whether  or  not  labeled  "secret" or "confidential," and not to
disclose any such information to anyone  outside  of  the  Company, whether
during or after the Employment Term, except as required in connection  with
performing the services to the Company.

      5.3.  RETURN OF PROPERTY.  Upon termination of employment, and at the
request  of  the Company otherwise, the Employee agrees to promptly deliver
to the Company all Company or affiliate memoranda, notes, records, reports,
manuals,  drawings,  designs,  computer  files  in  any  media,  and  other
documents (including  extracts  and copies thereof) relating to the Company
or its affiliate, and all other property of the Company.

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     5.4. INVENTIONS.   All  processes,  inventions,  patents,  copyrights,
trademarks, and other intangible  rights that may be conceived or developed
by the Employee, either alone or with  others,  during the Employment Term,
whether or not conceived or developed during Employee's  working hours, and
with respect to which the equipment, supplies, facilities  or  trade secret
information  of  the  Company  was  used,  or  that  relate at the time  of
conception or reduction to practice of the invention to the business of the
Company or to the Company's actual or demonstrably anticipated  research or
development,  or  that  result from any work performed by Employee for  the
Company,  shall be the sole  property  of  the  Employer.   Employee  shall
disclose to  the  Company  all  inventions  or  ideas  conceived during the
Employment Term, whether or not the property of Employer under the terms of
this  provision,  provided  that such disclosure shall be received  by  the
Company in confidence.  Employee  shall  execute  all  documents, including
patent applications and assignments, required by the Company  to  establish
the Company's rights under this provision.

     5.5.   REPRESENTATIONS.   The Employee represents and warrants to  the
Company that he has full power to enter into this Agreement and perform his
duties hereunder, and that his execution and delivery of this Agreement and
the  performance  of  his duties shall  not  result  in  a  breach  of,  or
constitute a default under, any agreement or understanding, whether oral or
written,  including,  without   limitation,  any  restrictive  covenant  or
confidentiality agreement, to which  he  is  a  party or by which he may be
bound.

                            ARTICLE VI
                     MISCELLANEOUS PROVISIONS

     6.1. NOTICES.  All notices to be given by either  party  to  the other
shall  be in writing and may be transmitted by personal delivery, facsimile
transmission,  overnight  courier or mail, registered or certified, postage
prepaid with return receipt  requested;  PROVIDED, HOWEVER, that notices of
change of address or telex or facsimile number shall be effective only upon
actual  receipt by the other party.  Notices  shall  be  delivered  at  the
following addresses, unless changed as provided for herein.

     To the Employee:

               E.A. James Peretti
               8613 Paradise Lagoon Drive
               Lucerne, CA  95458-8538


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     To the Company:

               Global Energy Metering Service, Inc.
               495 Miller Avenue
               Mill Valley, CA  94941

     6.2. NO  ASSIGNMENT.    This Agreement, and the rights and obligations
of the parties, may not be assigned  by  either  party  without  the  prior
written consent of the other party.

     6.3. APPLICABLE  LAW.   This  Agreement  and  the relationships of the
parties in connection with the subject matter of this  Agreement  shall  be
governed by, and construed under, the laws of the State of California.

     6.4. ENTIRE  AGREEMENT.   This  Agreement  and  the  Exhibits  to this
Agreement  supersede any and all other agreements or understandings of  the
parties, either  oral  or  written,  with  respect  to  this  employment of
Employee by the Company, and contains the complete and final agreement  and
understanding  of  the parties with respect thereto.  Employee acknowledges
that no representation,  inducements,  promises,  or  agreements,  oral  or
otherwise, have been made by the Company or any of its officers, directors,
employees  or  agents,  which  are  not expressed herein, and that no other
agreement shall be valid or binding on the Company.

     6.5. WITHHOLDING TAXES.  All amounts  payable  under  this  Agreement,
whether  such  payment  is  to be made in cash or other property, including
without limitation stock of the  Company, may be subject to withholding for
Federal, state and local income taxes,  employment  and  payroll taxes, and
other legally required withholding taxes and contributions  to  the  extent
appropriate in the determination of the Company, and the Employee agrees to
report  all  such  amounts  as  ordinary  income on his personal income tax
returns and for all other purposes, as called for.

     At the election of Employee, Employee  shall have the right to sell to
the Company any vested stock options (at the  then fair market value of the
common  stock less the exercise price) in order  to  meet  any  withholding
requirements.

     6.6. SEVERABILITY.   If  any provision of this Agreement is held to be
invalid  or  unenforceable by any  judgment  of  a  tribunal  of  competent
jurisdiction,  the  remaining  provisions and terms of this Agreement shall
not be affected by such judgment,  and  this Agreement shall be carried out
as nearly as possible according to its original  terms  and  intent and, to
the full extent permitted by law, any provision or restrictions found to be
invalid  shall  be  amended with such modifications as may be necessary  to
cure such invalidity,  and such restrictions shall apply as so modified, or

<PAGE>9

if such provisions cannot  be  amended, they shall be deemed severable from
the  remaining  provisions and the  remaining  provisions  shall  be  fully
enforceable in accordance with law.

     6.7. EFFECT  OF  WAIVER.   The  failure  of  either party to insist on
strict compliance with any provision of this Agreement  by  the other party
shall not be deemed a waiver of such of such provision, or a relinquishment
of  any  right  thereunder,  or  to  affect  either  the  validity of  this
Agreement,  and  shall  not prevent enforcement of such provision,  or  any
similar provision, at any time.

     6.8. DESIGNATION OF  BENEFICIARY.   If  the  Employee shall die before
receipt  of all payments and benefits to which he is  entitled  under  this
Agreement,  payment  of  such  amounts  or  benefits in the manner provided
herein shall be made to such beneficiary as he  shall  have  designated  in
writing  filed with the Secretary of the Company or, in the absence of such
designation, to his estate or personal representative.

     6.9. ARBITRATION.   Any  controversy  between  Employer  and  Employee
involving  the construction or application of any of the terms, provisions,
or  conditions  of  this  Agreement  shall  be  submitted  to  arbitration.
Arbitration  shall  comply  with  and  be governed by the provisions of the
American Arbitration Association.

     6.10. ATTORNEYS FEES.  In the event  of  any litigation arising out of
this  Agreement,  or  the  parties'  performance as  outlined  herein,  the
prevailing party shall be entitled to an award of costs, including an award
of reasonable attorney's fees.

     6.11. COUNTERPARTS.  This Agreement  may  be  executed  in one or more
counterparts,  each of which when taken together shall constitute  one  and
the same instrument.

     IN WITNESS  WHEREOF,  the  parties  have  executed  and delivered this
Agreement as of the date first above written.


EMPLOYER:                     GLOBAL ENERGY METERING SERVICE, INC.



                              By:   E.A. JAMES PERETTI
                                    E.A. James Peretti, President



EMPLOYEE:                           E.A. JAMES PERETTI
                                    E.A. James Peretti