EXHIBIT 10.3


                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT


         THIS AMENDMENT NO. 1 TO EMPLOYMENT  AGREEMENT (the "Amendment") is made
as of October 31, 2001,  by and among  CATEGORY 5  TECHNOLOGIES,  INC., a Nevada
corporation (the "Company"), and WILLIAM C. GIBBS, an individual ("Executive").

                                    RECITALS:

         WHEREAS,  on June 1, 2000,  Company  and  Executive  entered  into that
certain Employment Agreement, a copy of which is attached hereto as Annex I (the
"Employment Agreement"); and

         WHEREAS, Company and Executive desire to amend the Employment Agreement
as provided in this Amendment to correct a  typographical  error in Section 2 of
the Employment Agreement.

         NOW,  THEREFORE,  for good and valuable  consideration,  the receipt of
which is hereby acknowledged, Company and Executive agree as follows:


         1.   Term.  All  References to December 31, 2003, in Section 2 shall be
              deleted and replaced with December 31, 2004.

         2.   No Other Amendment.  Except as expressly  amended pursuant to this
              Amendment,  the terms of the Employment  Agreement shall remain in
              full force and effect.

         3.   Counterparts.  This  Amendment  may be  executed  in  one or  more
              counterparts, each of which shall be deemed an original and all of
              which together shall constitute one and the same document.

         IN WITNESS  WHEREOF,  the  Company  and  Executive  have  executed  and
delivered this Amendment as of the day and year first above written.

                                                 CATEGORY 5 TECHNOLOGIES, INC.
                                                 a Nevada corporation



                                                 /s/ Mitchell Edwards
                                                 -----------------------
                                                 Name:  Mitchell Edwards
                                                 Title:   President


                                                 WILLIAM C. GIBBS
                                                 an individual


                                                 /s/ William C. Gibbs
                                                 -----------------------
                                                 William C. Gibbs




                                     ANNEX I
                                     -------

                              Employment Agreement