EXHIBIT 10.31
                       EMPLOYMENT AGREEMENT

     THIS  EMPLOYMENT AGREEMENT (the "Agreement"), dated April 18, 1996, is
entered into  by  and  between DBS Industries, Inc., a Delaware corporation
(the "Company") and Fred  Thompson  ("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.   To  the  extent  consistent with the
Company's certificate and bylaws, Employee shall preside  over  meetings of
the  Company's  stockholders  and,  in  the absence of the Chairman of  the
Board, or if there be none, at all meetings  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,

<PAGE>2

without the prior written consent of the Company.   Further, Employee shall
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 Board.

     2.4. DIRECTOR.  Employee  shall  serve as Chairman of the Board and on
the Executive Committee of the Board, if  one  exists now or in the future,
and shall be nominated as Director and Chairman  of  the  Board  each  year
subject  to  continued  approval  of  the  stockholders  of  the Company as
required by law.

                                ARTICLE III
               COMPENSATION AND BENEFITS OF EMPLOYEE

     3.1. ANNUAL  BASE  SALARY.  The Company shall pay the Employee  salary
for the services to be rendered by him during the term of this Agreement at
the  rate  of  one  hundred eighty  thousand  dollars  ($180,000)  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.

     3.3. STOCK  OPTIONS.   Employee  shall  be  granted  stock options  to
purchase 312,500 shares of the Company's common stock at an  exercise price
of $5.20 per share 78,125 of which will vest immediately upon the execution
of this Agreement, and the remainder shall vest in 78,125 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.

<PAGE>3

     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.

     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

<PAGE>4

(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 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 obligation to pay Employee's remaining  salary
is conditioned upon Employee's 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

<PAGE>5

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 and as a result
of such influence, the Board acts in a manner or direction  different  that
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 (10) years after the date of death
or such lesser period specified in the  option  agreement  (but in no event
after  the expiration date of option).  The Company shall provide  Employee
with life  insurance, at Company's expense, in an amount equal to two times
the Employee's annual salary.

<PAGE>6

     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  Company  and  Company  acknowledges
Employee's right to make a living by employing generic skills of Employee.

     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), which are
of a specific nature to the Company's business and not  generic  skills  or
knowledge  of  Employer,  and  which  may  include,  but not necessarily be
limited  to,  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."

     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

<PAGE>7

which are related to the Company's business, shall be the sole property  of
the  Company.   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:

               Fred Thompson
               109 William Avenue
               Larkspur, CA  94939

     To the Company:

               DBS Industries, 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

<PAGE>8

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 or pay income taxes on income related to such options.

     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.

<PAGE>9

     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:                          DBS INDUSTRIES, INC.


                                   By:  FRED W. THOMPSON
                                        Fred W. Thompson, President



EMPLOYEE:                          FRED W. THOMPSON
                                   Fred Thompson



<PAGE>
             Addendum to the 1996 Employment Agreement
           Between DBSIndustries, Inc. and Fred Thompson


WHEREAS, DBSIndustries, Inc., a Delaware corporation  (the  "Company")  and
Fred Thompson ("Employee") anticipate entering into an employment agreement
("Agreement") and intend to sign such Agreement prior to April 30, 1996.

WHEREAS,  the  parties  have  agreed  that  the  salary  rate stated in the
Agreement is to be accrued but is not to be paid to Employee  prior  to the
time  that the Board of Directors of the Company determines that sufficient
funds have been raised in a timely fashion and are available to the Company
to allow  the Company to adequately execute its business plan through March
31, 1997 (the "Event").

NOW THEREFORE, the parties agree as follows:

     1.)  Prior to the Event, while the Employee remains an employee of the
          Company, the Company shall pay Employee at the Employee's current
          pay rate of $6,000 per month as payment in full under Section 3.1
          (titled Annual Base Salary) of the Agreement.

     2.)  Between  the  effective  date of the Agreement and the Event, the
          Company shall accrue the difference  between  the  amount paid to
          employee in accordance with Item 1 above and the prorated  amount
          specified  in  Article 3.1 of the Agreement, into a balance sheet
          suspense account (the "Suspense Account").

     3.)  The determination that the Event has occurred shall rest with the
          Company's Board  of  Directors and such determination shall be at
          their sole discretion.

     4.)  Upon the determination  that  the Event has occurred, the balance
          of the Suspense Account, less the  appropriate employee taxes and
          other normal payroll deductions, shall be paid to the employee in
          one lump sum and the employee shall  henceforth  be  paid  at the
          rate specified in Article 3.1 of the Agreement subject to all the
          terms and conditions of the Agreement.

     5.)  All other terms and conditions of the Agreement remain unchanged.

     6.)  Dated as of April 25, 1996.


          FRED W. THOMPSON              MICHAEL SCHIEBER
          Fred Thompson (Employee)      DBS Industries, Inc.
                                        By Michael Schieber,
                                        Secretary