EXHIBIT 10.5


                       [GRAPHIC OMITTED][GRAPHIC OMITTED]

                              EMPLOYMENT AGREEMENT

      This Agreement, dated as of October 19, 2004 is by and between RG America,
Inc., a Nevada corporation ("Employer"), and James Andrew Rea ("Employee").

      WHEREAS,  Employee  desires to enter into the employment of Employer,  and
Employer  desires to employ Employee  provided that, in so doing, it can protect
its confidential information, business, accounts, patronage and good will;

      NOW,  THEREFORE,  in  consideration  of the foregoing  recitals and of the
mutual covenants set forth below, the parties hereto agree as follows:

      1.    Compensation  and  Employment.  Employee  agrees  to enter  into the
employment of Employer, and Employer agrees to employ Employee, on the terms and
conditions set forth below. Employer shall pay to Employee,  and Employee agrees
to accept as full consideration for his employment:

            (a) $10,000.00 per month during the initial term of this  Agreement,
which shall increase to;

            (b) $12,500.00 per month upon Employer raising a total of $4 million
in new equity;

            (c) $15,000.00 per month upon Employer obtaining either of 50,000 or
more apartment  units placed into the  PropertySMARTSM  program or $8 million in
annual PropertySMARTSM gross revenues;

            (d) $20,000.00  per month upon Employer  becoming cash flow positive
with a Net Operating Income equal to five (5) percent of sales;

payable by-weekly and in accordance with Employer's  standard payroll practices,
subject to all appropriate withholdings

            (e)  Further,  Employee,  if  a  licensed  agent,  is  eligible  for
commissions on sales of Employer's  insurance products at a rate equal to 35% of
the total gross  commissions;  and further  shall earn 3%  commissions  on gross
sales of Employer's  adjusting and  construction  business earned by Employer on
sales  directed by  Employee  and paid all such  commissions  the total of which
shall be in addition to the annualized scheduled base salaries above,  effective
September 1, 2004.

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      Employee  shall be entitled to four (4) weeks paid  vacation  per year and
such other fringe  benefits as the Board of  Directors  of Employer  may, in its
sole discretion,  determine. Employee may at his or her sole option carry 50% of
all unused  vacation  into the next year or chose to be paid for the time at his
or her normal rate of pay. If payment is chosen, it will occur within January of
the year following the year in which it was earned.  Employee  agrees during the
term of his  employment to devote such of his business time as may reasonably be
required  and  his  reasonable  best  efforts,   skills  and  abilities  to  the
performance of his duties as stated in this Agreement and to the  furtherance of
the business of Employer and its affiliates.

      Employee  shall be entitled to  additional  compensation  of $1000.00  per
month as car and local  travel  expenses  re-imbursement.  This shall be payable
by-weekly and in accordance with Employer's standard payroll practices,  subject
to all appropriate withholdings.

      Employee  shall be entitled to  re-imbursement  of up to $750.00 per month
for  health  insurance  expenses  until  such time as  Employer  makes a company
sponsored health insurance plan available to Employee.

      Employee's job title  initially  shall be Chief  Operating  Officer (COO).
Employee  agrees that this  position is at all times subject to oversight by the
positions  immediate  manager as well as the Board of Directors  and Chairman of
the Board of Employer.  Employment includes all tasks and assignments reasonable
to such  position  and  performing  such other  services  for  Employer  and its
affiliates as may be reasonably  directed from time to time by senior management
including  the  Board  of  Directors  or  Chairman  of the  Board  of  Employer.
Employee's  job title may be changed to such  other  title as may be  determined
from time to time by the  Board of  Directors  of  Employer.  Employee  has been
granted five million (5,000,000)  incentive stock options as provided for in the
Employers  Omnibus  Stock  Plan.  The  vesting  of,  price of and other  details
pertaining  to these  options is described in the  separate  document(s)  titled
Notice  of  Award  of  Incentive  Stock  Options.  Employee  shall  also use his
reasonable best efforts to preserve the business of Employer and its affiliates.
Employee  acknowledges receipt of Employer's  Employment handbook as of the date
of this  Agreement  and agrees to act in  conformity  with the lawful  terms and
provisions  set forth therein at all times during the term of his  employment by
Employer  provided that all amendments or  supplements  thereto are delivered to
Employee in writing and that he shall only be subject to any such  amendment  or
supplement after his receipt thereof.

      2.    Term.  The  employment  of Employee  shall begin on the date of this
Agreement and shall continue for five (5) years or until the earliest of (a) the
date Employer  terminates it for just cause,  (b) the death of Employee,  or (c)
upon  termination by the Employee through written notice given at least 14 days'
prior  written  notice.  For  purposes  of this  Section  2,  "just  cause"  for
termination shall be: (a) the failure or inability for any reason of Employee to
devote such time as agreed to by the Employee and the Employer  pursuant  hereto
to  Employer's  and its  affiliates'  business,  (b) the  failure of Employee to
perform his duties under this  Agreement,  (c) the commission by Employee of any
act involving moral turpitude or the commission by Employee of any act or the

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suffering  by  Employee  of any  occurrence  or state of  facts,  which  renders
Employee  incapable of performing his duties under this Agreement,  or adversely
affects Employer's business reputation, (d) any breach by Employee of any of the
material terms of, or the failure to perform any material covenant contained in,
this  Agreement,  (e) the  violation  by  Employee of  instructions  or policies
established by Employer  communicated  to Employee with respect to the operation
of its business and affairs or  Employee's  failure to carry out the  reasonable
instructions  of the Board of  Directors  and Chairman of the Board of Employer,
(f) the  commission  by Employee of any action or the  existence of any state of
facts which would  legally  justify an  employer  in  terminating  a contract of
employment or (g) provision of 14 days' prior written notice to Employee.

      Notwithstanding anything to the contrary in this Agreement, the provisions
of Sections 3, 4 and 5 shall survive any  termination  of Employee's  employment
under this Agreement.  In the event of the termination of Employee's  employment
prior to the  completion of the term of  employment  specified  above,  Employee
shall be entitled only to the compensation earned and benefits accrued by him as
of the date of termination.

      3.    Nondisclosure  Agreement.  Employee,  during the term of  employment
under this  Agreement,  shall have access to and become  familiar  with  various
trade secrets and proprietary and  confidential  information  consisting of, but
not limited to,  processes,  computer  programs,  compilations  of  information,
records, sales procedures,  customer requirements,  pricing techniques, customer
lists,   methods  of  doing   business   and  other   confidential   information
(collectively  referred to as the "Trade Secrets"),  which are owned by Employer
and its affiliates  and regularly used in the operation of its business,  but in
connection  with which Employer takes  precautions to prevent  dissemination  to
persons  other  than  certain  directors,   officers  and  employees.   Employee
acknowledges  and agrees that the Trade  Secrets (a) are secret and not known in
the  industry;  (b) are  entrusted  to Employee  after  being  informed of their
confidential and secret status by Employer and because of the fiduciary position
occupied by Employee with Employer;  (c) have been developed by Employer for and
on behalf of Employer through substantial expenditures of time, effort and money
and are used in its business;  (d) give Employer an advantage  over  competitors
who do not know or use the Trade Secrets; (e) are of such value and nature as to
make it reasonable and necessary to protect and preserve the confidentiality and
secrecy of the Trade  Secrets;  and (f) the Trade Secrets are valuable,  special
and unique assets of Employer,  the disclosure of which could cause  substantial
injury and loss of profits and goodwill to Employer.  Employee  shall not use in
any way or disclose any of the Trade  Secrets,  directly or  indirectly,  either
during the term of this Agreement or at any time thereafter,  except as required
in the course of his  employment  under  this  Agreement.  All  files,  records,
documents,  information,  data and similar  items  relating  to the  business of
Employer,  whether prepared by Employee or otherwise coming into his possession,
shall  remain the  exclusive  property of Employer and shall not be removed from
the  premises  of Employer  under any  circumstances  without the prior  written
consent of the Board of Directors of Employer  (except in the ordinary course of
business during  Employee's  period of active  employment under this Agreement),
and in any event shall be promptly  delivered to Employer  upon  termination  of
this Agreement.  Employee agrees that upon his receipt of any subpoena,  process
or other  request to produce  or  divulge,  directly  or  indirectly,  any Trade
Secrets to any entity, agency,  tribunal or person, Employee shall timely notify
and promptly  hand  deliver or deliver  through a reputable  overnight  delivery
service a copy of the  subpoena,  process or other  request to the  President of
Employer.

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      4.    Non-competition Agreement.  Employee acknowledges and agrees that as
a result of the information he has acquired  regarding the Employer prior to the
date hereof, as well as the further training he will receive,  the experience he
will gain while employed and the information he will acquire regarding the Trade
Secrets will enable him to injure Employer if he should compete with Employer or
its affiliates in a business that is competitive with the business  conducted or
to be  conducted  by Employer or its  affiliates.  For these  reasons,  Employee
hereby agrees as follows:

            (a)   Without the prior written consent of Employer,  Employee shall
not,  during the period of employment  with  Employer,  directly or  indirectly,
either  as an  individual,  a  partner  or a  joint  venturer,  or in any  other
capacity,  (i) invest (other than investments in publicly-owned  companies which
constitute  not more than 1% of the voting  securities  of any such  company) or
engage  in any  business  that  is  competitive  with  that of  Employer  or its
affiliates,  (ii) accept  employment  with or render services to a competitor of
Employer or any of its  affiliates as a director,  officer,  agent,  employee or
consultant,  (iii) contact (other than for social purposes),  solicit or attempt
to  solicit  or  accept  business  from any (A)  customers  of  Employer  or its
affiliates or (B) person or entity whose business  Employer or its affiliates is
soliciting, (iv) contact (other than for social purposes), solicit or attempt to
solicit or accept or direct  business  that is  competitive  with such  business
being  conducted  by  Employer  or  any  of  its  affiliates  during  Employee's
employment  under this Agreement from any of the customers of Employer or any of
its  affiliates,  or  (v)  take  any  action  inconsistent  with  the  fiduciary
relationship of an employee to his employer. As used herein,  "affiliates" shall
mean  persons or  entities  that  directly  or  indirectly,  through one or more
intermediaries,  control or are controlled by, or are under common control with,
Employer.

            (b)   Upon any  termination  or  cessation  of his  employment  with
Employer for any reason  whatsoever,  and for a period of two years  thereafter,
Employee shall not,  without the prior written consent of Employer,  directly or
indirectly,  either as an individual,  a partner or a joint venturer,  or in any
other capacity,  within 100 miles of any location of Employer or its affiliates,
engage in any (i) accept  employment  with or render  services  consisting  to a
competitor of Employer or its affiliates as a director, officer, agent, employee
or  consultant,  or (ii) contact  (other than for social  purposes),  solicit or
attempt to solicit or accept  business (A) from any of the customers of Employer
or its  affiliates as of the date of this Agreement or at the time of Employee's
termination or cessation of  employment,  or (B) from any person or entity whose
business Employer or its affiliates were soliciting as of such time.

      5.    Non-employment  Agreement.  For a  period  of two  years  after  the
termination  or  cessation  of his  employment  with  Employer  for  any  reason
whatsoever,  Employee  shall  not,  on his own  behalf or on behalf of any other
person, partnership,  association,  corporation or other entity, hire or solicit
or in any manner  attempt to influence or induce any employee of Employer or its
affiliates to leave the employment of Employer or its  affiliates,  nor shall he
use or disclose to any person,  partnership,  association,  corporation or other
entity any  information  obtained  while an employee of Employer  concerning the
names and addresses of such employees.

      6.    Severability. The parties hereto intend all provisions of Sections 4
and 5 hereof to be enforced to the fullest extent permitted by law. Accordingly,
should  a court  of  competent  jurisdiction  determine  that  the  scope of any
provision of Sections 4 and 5 hereof is too broad to be enforced as written, the
parties  intend that the court reform the provision to such narrower scope as it

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determines to be reasonable  and  enforceable.  In addition,  however,  Employee
agrees  that  the  non-competition  agreements,   nondisclosure  agreements  and
non-employment  agreements set forth above each constitute  separate  agreements
independently  supported  by  good  and  adequate  consideration  and  shall  be
severable from the other  provisions of, and shall survive,  this Agreement.  If
any provision of this Agreement is held to be illegal,  invalid or unenforceable
under present or future laws  effective  during the term hereof,  such provision
shall be fully  severable and this Agreement  shall be construed and enforced as
if such illegal,  invalid or  unenforceable  provision never comprised a part of
this Agreement;  and the remaining  provisions of this Agreement shall remain in
full force and  effect  and shall not be  affected  by the  illegal,  invalid or
unenforceable provision or by its severance here from.  Furthermore,  in lieu of
such  illegal,  invalid  or  unenforceable  provision,   there  shall  be  added
automatically as part of this Agreement,  a provision as similar in its terms to
such  illegal,  invalid or  unenforceable  provision  as may be possible  and be
legal, valid and enforceable.

      7.    Inventions.  Employee shall promptly  disclose,  grant and assign to
Employer  for its sole use and  benefit  any and all  inventions,  improvements,
technical  information  and  suggestions  relating in any way to the products of
Employer or any of its  affiliates or capable of  beneficial  use by Employer or
any of its affiliates,  which Employee has while providing  services to Employer
conceived, developed or acquired, or may conceive, develop or acquire during the
term hereof  (whether or not during  usual  working  hours),  together  with all
patent applications, letters patent, copyrights and reissues thereof that may at
any time be granted for or upon any such  invention,  improvement  or  technical
information.  In  connection  therewith,  Employee  shall  promptly at all times
during and after the term hereof:

            (a)   Execute   and   deliver   such   applications,    assignments,
descriptions and other  instruments as may be reasonably  necessary or proper in
the  opinion  of  Employer  to  vest  title  to such  inventions,  improvements,
technical  information,  patent  applications and patents or reissues thereof in
Employer  and to enable it to obtain and  maintain  the  entire  right and title
thereto throughout the world at Employer's cost and expense.

            (b)   Render to Employer,  at its expense at  Employee's  reasonable
rate, all such  assistance as it may require in the  prosecution of applications
for  said  patents  or  reissues  thereof,  in the  prosecution  or  defense  of
interferences  which may be declared  involving any said application or patents,
and in any  litigation  in which  Employer may be involved  relating to any such
patents, inventions, improvements or technical information.

      8.    Remedies.    Employee   recognizes   and   acknowledges   that   the
ascertainment  of damages in the event of his  breach of any  provision  of this
Agreement would be difficult,  and Employee agrees that Employer, in addition to
all other  remedies it may have,  shall have the right to  injunctive  relief if
there is such a breach.

      9.    Acknowledgements.  Employee  acknowledges  and  recognizes  that the
enforcement  of any of the  non-competition  provisions  in  this  Agreement  by
Employer  will  not  interfere  with  Employee's  ability  to  pursue  a  proper
livelihood.  Employee further represents that he is capable of pursuing a career
in other industries to earn a proper livelihood.  Employee recognizes and agrees
that the  enforcement of this Agreement is necessary to ensure the  preservation

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and continuity of the business and good will of Employer.  Employee  agrees that
due to the nature of Employer's business,  the non-competition  restrictions set
forth in this Agreement are  reasonable as to time and  geographic  area. At any
time during  Employee's  employment  with Employer and for a period of two years
thereafter,  Employer  may request  Employee to supply  such  information  as is
reasonably  necessary to ascertain whether or not Employee has complied with, or
has violated, the restrictive covenants of Sections 3, 4, and 5 hereof. Any such
request  for  information  will be sent to Employee by  certified  mail,  return
receipt  requested,  addressed to Employee's last known address.  Employee shall
furnish the  requested  information  to Employer  within 10 days  following  the
receipt  of such  request  unless  the  disclosure  of such  information  causes
Employee to breach a binding nondisclosure agreement.

      10.   Notices. Any notices,  consents,  demands,  requests,  approvals and
other  communications  to be given under this  Agreement  by either party to the
other shall be deemed to have been duly given if given in writing and personally
delivered or sent by mail, registered or certified,  postage prepaid with return
receipt requested, as follows:

      If to Employee:                _______________________
                                     (name)

                                     _______________________
                                     (address)

                                     _______________________
                                     (city, state, zip code)

                                     __________________(FAX, if applicable)

      If to Employer:                RG America, Inc
                                     2100 Valley View Lane, Suite 105
                                     Dallas, Texas  75234
                                     Facsimile: (972) 919-4775

Any party may change its address for notice by written notice given to the other
parties.  Notices delivered personally shall be deemed communicated as of actual
receipt;  mailed  notices  shall be deemed  communicated  as of three days after
mailing.

      11.   Entire  Agreement.  This  Agreement  supersedes  any and  all  other
agreements,  either oral or written,  between the parties hereto with respect to
the subject  matter  hereof and contains  all of the  covenants  and  agreements
between the parties with respect thereto.

      12.   Modification.  No change or  modification of this Agreement shall be
valid or binding  upon the parties  hereto,  nor shall any waiver of any term or
condition  in the future be so binding,  unless such change or  modification  or
waiver shall be in writing and signed by the parties hereto.

      13.   Governing Law and Venue. The parties acknowledge and agree that this
Agreement and the obligations and undertakings of the parties  hereunder will be
performable in Dallas,  Dallas County,  Texas.  This Agreement shall be governed
by, and construed in  accordance  with,  the laws of the State of Texas.  If any
action is brought to enforce or interpret this Agreement,  venue for such action
shall be in Dallas County, Texas.

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      14.   Counterparts.  This Agreement may be executed in counterparts,  each
of which shall  constitute an original,  but all of which shall  constitute  one
document.

      15.   Costs.  If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees, costs and necessary disbursements in addition to any
other relief to which he or it may be entitled.

      16.   Estate.  If  Employee  dies prior to the  expiration  of the term of
employment, any monies that may be due him from Employer under this Agreement as
of the date of his death shall be paid to his estate or such other beneficiaries
as are designated by Employee in writing.

      17.   Assignment.  Employer  shall have the right to assign this Agreement
to its successors or assigns. The terms "successors" and "assigns" shall include
any  person,  corporation,   partnership  or  other  entity  that  buys  all  or
substantially  all of  Employer's  assets  or all of its  stock,  or with  which
Employer  merges or  consolidates.  The rights,  duties and benefits to Employee
hereunder  are  personal to him, and no such right or benefit may be assigned by
him.

      18.   Binding  Effect.  This  Agreement  shall be binding upon the parties
hereto,  together with their respective executors,  administrators,  successors,
personal representatives, heirs and assigns.

      19.   Waiver  of  Breach.  The  waiver  by  Employer  of a  breach  of any
provision of this  Agreement by Employee  shall not operate or be construed as a
waiver of any subsequent breach by Employee.

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


                                     RG AMERICA, INC.


                                     By:___________________________________,
                                        Its________________________________

AND

                                     ______________________________________
                                     (PRINT NAME)


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