Exhibit 10.5

                              EMPLOYMENT AGREEMENT

     Employment Agreement this 31st day of December,  2001 by and between Energy
Professional  Marketing Group, a Utah corporation  ("Employer") and Ethan Willis
("Executive").

     Employer employs the Executive and the Executive accepts  employment,  upon
the terms, conditions and covenants as follows:

     1. The term of employment shall be from January 1, 2002 to January 1, 2007.

     2. Executive shall receive, for all services rendered, a salary of $100,000
per year, payable twice a month. Salary payments shall be subject to withholding
and other applicable deductions.

     3.  Executive  shall be entitled to receive  annually,  a cash bonus from a
management  Profit  sharing  pool  that is  equal to 7.5% of the  Company's  net
earnings  but before  taxes as reflected  in the  Company's  regularly  prepared
audited financial statements. All cash bonuses shall be paid to the Executive at
such time as annual bonuses are paid to executive of the Company generally,  but
in event later than 60 days after the end of each quarter.

     4.  Executive  shall be entitled to  participate,  in  accordance  with the
previsions  thereof,  in any health,  disability  and life  insurance  and other
employee  benefit plans and programs made  available by Company to its executive
management employees generally.

     5.  During  the term of the  Executive's  employment  agreement  under this
Agreement,  the  Company  shall pay the  Executive a car  allowance  of $800 per
month, an entertainment expense allowance of $500 per month.

     6. Employer shall reimburse  Executive for all reasonable expenses incurred
in the performance of Executive's  business,  e.g.  entertainment,  travel, etc.
Executive  will be reimbursed  upon  submission  of an itemized  account of such
expenditures with receipts where practicable.

     7. The duties of Executive shall be management of Company as President. The
Executive  shall devote his full and entire time and attention to the Employer's
business.

     8.  Executive  shall  have an  office,  facilities  and  services  that are
suitable to the position and  appropriate  for the  performance  of  Executive's
duties.

     9. Executive shall be entitled to three weeks of paid vacation each year.

     10.  Notwithstanding  any  provision  in this  Employment  Agreement to the
contrary,  if Executive is unable to perform or is absent from  employment for a
period  of  more  than  six  months,  Employer  may  terminate  this  Employment
Agreement,  without  further cause,  and all  obligations of Employer  hereunder
shall terminate.






     11.  This  Employment  Agreement  may,  immediately  and  unilaterally,  be
terminated  "for  cause"  at any time  during  the term of this  Agreement  upon
written notice to the Executive,  but only after a determination to so terminate
the Executive has been made by a decision  approved by the majority of the Board
of the Directors of the Company and the Parent  company other than the Executive
at a meeting duly noticed and held with an  opportunity  for the Executive to be
heard. Termination of the Executive's employment by the company shall constitute
a termination  "for cause" under this section if such  termination is for one or
more of the following cause: (a) intentional  misconduct causing material damage
to the Company; (b) any act of fraud, misappropriation, misfeasance, malfeasance
or knowing breach of fiduciary  duty;  (c)  conviction of a felony,  or repeated
habitual  drunkenness  or drug  addiction (d) will refusal to perform the duties
reasonably assigned to the Executive by the Board of Directors.

     12. In the event of a termination  "for cause" pursuant to the provision of
clauses (a) through (d) above, inclusive,  the Executive shall be entitled to no
payment  or  other  benefits,  and  shall  have no  further  rights  under  this
Agreement.

     13.  During the  period of  employment,  Executive  shall not engage in any
other business activity, directly or indirectly, regardless of whether it is for
profit, gain or otherwise that is similar to the business activity of Employer.

     14.  During the  course of  employment,  Executive  shall  become  aware of
certain  methods,  practices and  procedures  with which  Employer  conducts its
business,  including but not limited to:  software  development,  lead and sales
generation,  product  fulfillment,  and  marketing,  all of which  Employer  and
Executive agree are proprietary information and as such are trade secrets.

     15.  Executive will not at any time,  either during  his/her  employment or
thereafter divulge,  furnish, or make available,  either directly or indirectly,
to any person,  firm,  corporation or other entity any  proprietary  information
used by Employer.  Executive agrees that all such matters and information  shall
be kept strictly and absolutely confidential.

     16. Executive,  upon the cessation of his/her  employment,  irrespective of
the time,  manner  or reason of  termination,  will  immediately  surrender  and
deliver to Employer all lists, books, records,  memoranda and data of every kind
relating to all proprietary information and all property belonging to Employer.

     17. Executive  acknowledges  that a breach of any of the provisions of this
Agreement may result in continuing and irreparable damages to Employer for which
there may be no  adequate  remedy at law and that  Employer  in  addition to all
other  relief  available  to Employer  shall be  entitled to the  issuance of an
injunction  restraining  Executive  from  committing or continuing any breach of
this Agreement.

     18. In the event of the  termination  of employment,  whether  voluntary or
involuntary,   Executive  agrees  that  Executive  will  not  for  a  period  of
twenty-four  months from the effective date of termination  engage in a business
activity similar to that of Employer.

     19. Any controversy or claim arising out of, or relating to this Employment
Agreement, or the breach thereof, shall be settled by arbitration in the City of
Salt Lake City,


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State of Utah,  in  accordance  with the then  governing  rules of the  American
Arbitration  Association.  Judgment upon the award rendered by the arbitrator(s)
may be entered in any court of competent jurisdiction.

     20.  Any  notice  required  to be given  shall be  either:  (i)  personally
delivered,  or (ii) sent by U.S. Postal  Service,  postage  pre-paid,  Certified
Mail, Return Receipt Requested to the Employer at the place of employment and to
the  Executive  at the last  residence  address  given  to and on file  with the
Employer.

     21. A waiver  of a breach of any  provision  of this  Employment  Agreement
shall not operate or be construed as a waiver of any subsequent breach.

     22. The  services  of  Executive  are  personal  and  unique and  therefore
Executive may not assign this  Employment  Agreement nor delegate the duties and
obligation hereunder except in the normal course of business.

     23. This  Employment  Agreement  contains the entire  understanding  of the
parties,  except as may be set forth in writing signed by the party against whom
enforcement may be sought, simultaneously with or subsequent to the execution of
this Employment Agreement.

     INTENDING TO BE LEGALLY  BOUND,  the parties have executed this  Employment
Agreement as of the date first above written.

                               Energy Professional Marketing Group, Inc.



                               Its: /s/ James R. Garn
                                                   President


                                    /s/ Ethan A. Willis
                                    Ethan Willis


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