EXHIBIT 10.32
                       EMPLOYMENT AGREEMENT

     THIS  EMPLOYMENT  AGREEMENT (the "Agreement"), dated March 1, 1996,
is entered into by and between  Global  Energy  Metering  Service,  Inc., a
Delaware corporation (the "Company") and Randall L. Smith ("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 President  of  the Company 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  Executive  Vice
President and Chief Engineer of  the Company.  In his capacity as Executive
Vice  President and Chief Engineer,  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  of
Directors (the "Board")  and  President.   Employee  shall have all powers,
duties  and responsibilities necessary to carry out his  duties,  and  such
other powers and duties as the Board and President may prescribe.

     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 President of the Company.


                            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  twenty-five  thousand dollars  ($125,000)  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 annually.  The
Employee's total annual compensation (exclusive of any stock options issued
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  125,000  shares  of  DBSI's common stock at an exercise price  of
$5.20 per share.  The options are subject to vesting, 50,000 of which shall
be  immediately  exercisable,  and  the  remaining  shall  vest  in  25,000
increments on the first of each  following  year.   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  Employee for all
reasonable, ordinary and necessary business expenses actually  incurred  or
paid  by  the 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 Vice President 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.

     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

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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 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 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 obligation  to pay Employee's remaining salary
is conditioned upon compliance with the provisions of Article V.

     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

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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.   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
terminated without cause pursuant to Section 4.3.

     4.6.  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 (10) years after the date of death
or such lesser period specified  in the option agreement (in no event after
the expiration date of option).

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

     4.7. 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.


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                             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.

     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

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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:

               Randall L. Smith
               39 Walnut
               Larkspur, California  94939

     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.


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     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,  shall  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
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.

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     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:                          RANDALL L. SMITH
                                   Randall L. Smith