EMPLOYMENT AGREEMENT





         EMPLOYMENT AGREEMENT (the "Agreement"), entered into this 7th day of

June, 2000 but dated and effective as of the 1st day of June, 1999, by and

between DualStar Technologies Corporation, a Delaware corporation (the

"Company"), and Robert J. Birnbach (the "Executive").



         WHEREAS, the Executive is currently serving as Executive Vice

President, Chief Financial Officer and Secretary of the Company;



         WHEREAS, the Company believes and recognizes the Executive's

contributions to the Company's founding, growth, improvement and success from

1994-2000 have been substantial;



         WHEREAS, the parties desire to enter into this Agreement setting forth

the terms and conditions for the employment relationship of the Executive with

the Company;



         WHEREAS, the Board of Directors of the Company ("Board") and the

Governance and Compensation Committee of the Board have approved and authorized

the entry into this Agreement with the Executive;



         NOW, THEREFORE, in consideration of the mutual covenants herein

contained, and other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the Company and Executive agrees as

follows:



         1. EMPLOYMENT. The Company agrees to employ Executive during the

Employment Period, as hereinafter defined, in an executive capacity in

accordance with the provisions of section 2 hereof, and Executive agrees to be

so employed by the Company, all subject to the terms and provisions of this

Employment Agreement. The Employment Period shall commence on the date hereof

and shall continue until the earliest to occur of the following:



         (a)  Termination of Executive's employment by the Company or Executive,

              the Date of Termination as defined in Section 4(d); or



         (b)  Executive's death.



         2. POSITION AND DUTIES. During the Employment Period, Executive shall

serve in the capacity of Executive Vice President, Chief Financial Officer and

Secretary of the Company or in such other mutually acceptable capacity as the

Company and Executive may decide.



         3. COMPENSATION.



         (a) SALARY: As of the date hereof, the Company shall pay Executive a

base salary at the rate of not less than Two Hundred-Twenty Thousand Dollars

($220,000) per annum ("Annual Salary"), payable in equal regular installments on

the 15th and last day of each month during the Employment Period. Executive's

Annual Salary may be increased but not decreased by the Board in its sole and

absolute discretion, after taking into consideration a variety of factors,

including, without limitation, the performance of the Executive and the Company

and the





{PAGE}





base salary (and raises) paid by comparable companies to senior officers having

comparable responsibilities. Any such increased salary shall become the Annual

Salary on and after the effective date of such increase. Participation in

deferred compensation, discretionary bonus, retirement and other employee

benefit plans and in fringe and other salary benefits shall not reduce the

salary payable to the Executive under this Section 3(a).



         (b) BONUS: During each year of the term of this Agreement, the Company

agrees to submit for approval to the Board, in its sole and absolute discretion,

an incentive payment plan ("IPP"), which shall establish performance targets for

the Company and/or its business units, and bonus payments based upon the

achievement of such performance targets. The Company agrees that the Executive

shall participate in such IPP at a target bonus of 50% of Base Salary, based

upon 100% achievement of the performance targets established in the IPP. The

target bonus percentage shall be reviewed no less frequently than annually

during the term of this Agreement and may be increased but not decreased by the

Company's Board, in its sole and absolute discretion. In establishing

performance targets and target bonus percentages for the Employee, the Company

will consider a variety of factors, including, without limitation, performance

targets set for, and bonus payments paid to, senior officers having comparable

responsibilities at comparable companies.



         (c) STOCK OPTIONS: The parties acknowledge, affirm and ratify that: (a)

on October 17, 1994, the Company granted 90,000 ten-year incentive stock options

to Executive with an exercise price of $3.00 per share. Such incentive stock

options vested in equal installments of 30,000 on December 31, 1994, December

31, 1995 and December 31, 1996; (b) on October 17, 1994, the Company sold 87,000

ten-year stock options at fair market value to Executive's Individual Retirement

Account for $4,000. Such stock options have been exercisable since the date of

sale, with an exercise price of $3.00 per share; (c) on June 30, 1997, the

Company granted 464,000 ten-year incentive stock options to Executive with an

exercise price of $0.75 per share. 348,000 stock options vested on June 30, 1997

and 116,000 stock options vested on June 30, 1998; and (d) on March 8, 2000, the

Company granted 25,000 ten-year incentive stock options to Executive with an

exercise price of $10.25 per share; and (e) all grants and sales listed above

were done pursuant to the Company's 1994 Stock Option Plan, were approved by the

Company's Board and its Stock Award Committee (or comparable committee), and

used an exercise price above fair market value on the date of such event.



         (d) BENEFITS: The Executive shall be entitled to participate in any and

all plans of the Company relating to stock, stock options, restricted stock,

employee stock purchase or ownership, pensions, bonuses, thrift, profit sharing,

Section 401(k), group life insurance, group disability insurance, severance,

medical coverage, dental coverage, Section 125, loans, education and/or any

other retirement or employee benefit plans or arrangements that the Company has

adopted or may adopt for the benefit of its employees and/or executive officers.

Executive shall be entitled to four weeks as vacation and such personal and sick

benefit days during each year of the term in accordance with standard Company

policies. The Executive shall also be entitled to participate in, or enjoy the

benefit of, any other fringe benefits or perquisites that are now or may be

offered to any of the Company's executive employees at an amount and rate no

less than that of other senior executive officers. The Company shall reimburse

Executive for all reasonable expenses incurred by him in the performance of his

duties in the same manner as other senior

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