EXHIBIT 10.3

                             EMPLOYMENT CONTRACT


      EMPLOYMENT CONTRACT, dated  as of November 2,  1999, between  DIAL-THRU
 INTERNATIONAL CORPORATION,  a  Delaware  corporation with  offices  at  8100
 Jetstar Drive, Suite 100, Irving, Texas 75063 (the "Company"), ARDIS TELECOM
 & TECHNOLOGIES, INC.,  a Delaware corporation  ("ARDIS"), and JOHN  JENKINS,
 residing at the address set forth his name below his signature at the end of
 this Agreement (the "Executive").

                                  RECITALS:

      A.   As of the date hereof, the Company has acquired substantially  all
 of the  assets  and business  (the  "Business") of  Dial-Thru  International
 Corporation, a California  corporation ("DTI"), of  which Executive was  the
 sole shareholder, pursuant to the terms of an Asset Purchase Agreement dated
 November 2, 1999 (the "Purchase Agreement").

      B.   The Company desires to employ Executive as an executive officer of
 the Company.

      C.   Executive has agreed to be employed by the Company pursuant to the
 terms and conditions of this Agreement.

      NOW, THEREFORE, in  consideration of the  foregoing premises and  other
 good  and  valuable  consideration,  the  sufficiency  of  which  is  hereby
 acknowledged, the Company, ARDIS and Executive hereby agree as follows:

 1.   TERM AND RENEWAL.

      The Company agrees  to employ Executive,  and the  Executive agrees  to
 serve, on the terms and conditions of this Agreement for a period commencing
 on November 1, 1999 and ending October 31,  2001, or such shorter period  as
 may be provided  for herein.   On October 31, 2001  and each anniversary  of
 this Agreement  thereafter, the  term shall  be extended  for an  additional
 period of one (1) year unless the Board of Directors of ARDIS elects, at the
 directors' meeting immediately following  the annual stockholders'  meeting,
 not to  extend this  Agreement. In  the  event that  this Agreement  is  not
 extended by the Board of Directors of ARDIS, this Agreement shall remain  in
 effect for only the  remainder of the term  then in effect.  Notwithstanding
 the foregoing, this  Agreement shall not  be extended beyond  the time  that
 Executive has attained the normal retirement age (which shall be no  earlier
 than age  65)  established  by the  Board  of  Directors of  ARDIS  for  the
 Company's  executives.  The  period  during  which  Executive  is   employed
 hereunder is hereafter referred to as the "Employment Period."

 2.   DUTIES AND SERVICES.

      During the Employment Period, Executive shall be employed as  President
 of the Company and Executive Vice President of ARDIS and shall also  perform
 services in a responsible  executive or managerial capacity  for any of  the
 Company's or ARDIS's subsidiary  corporations  when and  as requested by the
 Company.  In performance of his duties,   Executive shall be subject to  the
 direction of  the  Chief Executive  Officer  of  the Company  and  Board  of
 Directors of ARDIS.  Executive agrees to his employment as described in this
 Section 2 and agrees to devote substantially all of his time  and efforts to
 the performance  of his  duties under  this  Agreement. Executive  shall  be
 available to travel as the needs of the business require.
<PAGE>

 3.   COMPENSATION.

      (a)  As compensation for his services hereunder, the Company shall  pay
 Executive, during  the Employment  Period, a  base salary  payable in  equal
 monthly installments at the annual rate  of $175,000.  Executive shall  also
 participate in any bonus programs for  the Company's executive officers,  as
 provided by the Board of Directors of ARDIS, including, without  limitation,
 the Company's current Management  Incentive Plan.  During  the term of  this
 Agreement,  the  Company  may  increase  the  base  salary  payable  to  the
 Executive,  but  cannot  reduce  the  base  amount  of  Executive's  salary.
 Executive will  also be  eligible to  participate  in the  regular  employee
 benefit programs and stock option plans now or hereafter established by  the
 Company and in any special executive benefits and perquisites established by
 the Board of Directors of ARDIS.

      (b)  If during the first two (2) years of this Agreement, the  Business
 achieves the First Target Levels (as  defined in the  Purchase Agreement) or
 the First  Contingent Payment  (as defined  in  the Purchase  Agreement)  is
 otherwise made  under  the  Purchase  Agreement,  then  Executive  shall  be
 entitled to receive a bonus pursuant to Section 3(a) above for such  year of
 at least $10,000.

      (c)  If during the first two (2) years of this Agreement, the  Business
 achieves the Second Target Level (as  defined in the Purchase Agreement)  or
 the Second  Contingent Payment  (as defined  in the  Purchase  Agreement) is
 otherwise made  under  the  Purchase  Agreement,  then  Executive  shall  be
 entitled to receive an additional bonus  pursuant to Section 3(a) above  for
 such year of at least $20,000.

 4.   EXPENSES.

      Executive shall be entitled to reimbursement for travel and other  out-
 of-pocket expenses incurred by  Executive in the  performance of his  duties
 hereunder, upon submission and approval of  written statements and bills  in
 accordance with the then regular procedures of the Company. Executive  shall
 be entitled  to reasonable  vacations in  accordance with  the then  regular
 procedures of the Company governing executives.

 5.   NONCOMPETITION; NON-SOLICITATION.

      Executive agrees that he will not  during the Employment Period  engage
 in, or  otherwise  directly  or indirectly  be  employed  by, or  act  as  a
 consultant or  lender to,  or be  a director,  officer, employee,  owner  or
 partner of, any other business or  organization that directly or  indirectly
 competes with  the business  of  the Company  or  any of  its  subsidiaries;
 provided, however,  that notwithstanding  the foregoing,  the provisions  of
 this Section 5 will not be deemed breached merely because Executive owns not
 more than 5 percent of the  outstanding equity securities of an entity,  if,
 at the time of its acquisition by Executive, such securities are listed on a
 national securities exchange, is reported on the Nasdaq Stock Market, or  is
 regularly traded in the  over-the-counter market by a  member of a  national
 securities exchange.  Executive  agrees that he shall  not, during the  two-
 year period after he voluntarily terminates this Agreement or is  terminated
 pursuant to this Agreement for "cause"  (as defined in Section 7(d)  below),
 solicit or encourage any employee, consultant, vendor, supplier or  customer
 of the Company or ARDIS to leave the employment of, or cease or diminish its
 relations with, the Company or ARDIS.
<PAGE>

 6.   CONFIDENTIAL INFORMATION.

      All confidential  information  which  Executive may  now  possess,  may
 obtain from the Company or its  subsidiaries during or after the  Employment
 Period, or may create prior to the end of the Employment Period or otherwise
 relating to  the  financial  condition,  results  of  operations,  business,
 properties, assets, liabilities, or  future prospects of  the Company or  of
 any customer or supplier of any  of them shall not be published,  disclosed,
 or made accessible by  him to any  other person or  entity either during  or
 after the termination  of his employment  or used by  him except during  the
 Employment Period in the business and for the benefit of the Company and its
 subsidiaries, in each case without prior written permission of the  Company.
 Executive shall  deliver  to  the Company  all  tangible  evidence  of  such
 confidential information prior to or at  the termination of his  employment.
 The provisions  of this  Section 6  shall survive  the termination  of  this
 Agreement by either party.

 7.   TERMINATION.

      (a)  Executive's Death.  If Executive  shall die during the  Employment
 Period, this  Agreement  shall  terminate, except  that  Executive's  estate
 ("Estate") shall  be entitled  to receive  (i) the  base salary  payable  to
 Executive, accrued to the last day of  the month in which his death  occurs,
 (ii) for a  period of three  (3) months following  death, payments equal  to
 fifty percent (50%) of the payments of Executive's base salary effective  at
 the time of  death, each in  accordance with the  Company's regular  payroll
 cycle, and (iii) any  death benefits provided  under employee benefit  plans
 maintained by the Company.  In addition, if Executive  shall die during  the
 Employment Period and notwithstanding any contrary provisions of any Company
 stock option, warrant or stock option plan, the Estate shall have the  right
 to retain and exercise (y) any vested options or warrants outstanding on the
 date of death and  (z) any unvested options  or warrants outstanding on  the
 date of death that vest within one year of  the date of death, in each  case
 in accordance with their respective terms.
<PAGE>

      (b)  Executive's  Disability.    If,  during  the  Employment   Period,
 Executive shall become  Disabled (as  defined below),  this Agreement  shall
 terminate  effective  on  such  incapacity,  and  Executive  (or  his  legal
 representatives) shall  be entitled  only to  the base  compensation  earned
 through the date of termination with no entitlement to any base salary after
 the date  of termination;  provided, however,  that (i)  Executive shall  be
 entitled to receive all benefits to which he may be entitled pursuant to the
 Company's employee  benefit  plans;  and  (ii)  the  Company  shall  not  be
 obligated to make any payments to  Executive under this Section 7(b) to  the
 extent that  such  payments,  when  aggregated  with  all  other  salary  or
 disability payments received by Executive (whether from disability  programs
 maintained by the Company or otherwise) exceed the then current base  salary
 of Executive. As used herein, the term "Disabled" or "Disability" shall mean
 a mental or physical condition that  prevents Executive from performing  his
 usual duties and  services hereunder  for a  period of  six (6)  consecutive
 months or six (6) non-consecutive months in any twelve (12) month period, as
 determined in the reasonable discretion of the Board of Directors of  ARDIS;
 provided that  if Executive  disputes such  determination  by the  Board  of
 Directors, Executive (or his legal  representatives) shall notify the  Board
 of Directors in writing and (x) the Board of Directors and Executive (or his
 legal representatives) shall each designate a licensed physician  practicing
 in the field  to which the  alleged Disability relates  within fifteen  (15)
 days of the  delivery of such  notice, (y) the  designated physicians  shall
 within fifteen (15) days select a third physician practicing in the field to
 which the  alleged Disability  relates, and  (z) the  third physician  shall
 determine whether Executive is  or has been Disabled  within the meaning  of
 this Agreement.

      (c)  Termination Without Cause.   This Agreement  may be terminated  by
 the Company or  ARDIS without  cause upon  thirty (30)  days' prior  written
 notice thereof  given to  Executive. In  the  event of  termination  without
 cause, the Company shall (i) for  a period of one  (1) year continue to  pay
 Executive the base salary effective at the time of termination in accordance
 with the Company's regular payroll  cycle and (ii) for  a period of six  (6)
 months pay to Executive a monthly amount equal to one twelfth of any bonuses
 paid during  the  twelve-month period  preceding  the date  of  termination.
 Additionally, Executive shall be entitled to continue to participate in  all
 regular employee benefit plans of the Company  for a period of one (1)  year
 following termination without  cause; provided, however,  that if  Executive
 accepts another  job  during such  period  that provides  employee  benefits
 comparable to  those offered  by the  Company  at such  time  at a  cost  to
 Executive no greater than the cost of the benefits provided by the  Company,
 the Company's obligation to extend such benefits to Executive shall cease.

      (d)  Termination for Cause.  This Agreement  may be  terminated by  the
 Company or ARDIS "for cause", as  defined below, by delivering to  Executive
 written notice describing the cause and granting Executive thirty (30)  days
 to respond to the  Chief Executive Officer  of the Company  or the Board  of
 Directors of ARDIS.   If  this Agreement is  terminated by  the Company  for
 cause, Executive shall only be entitled to the base salary earned by him  to
 the date of termination with no entitlement to any base salary  continuation
 payments or benefits continuation (except as otherwise provided by the terms
 of any  employee benefit  plan of  the Company).   The  determination as  to
 whether termination  is for  cause  shall be  made  by the  Chief  Executive
 Officer of the Company or the Board of Directors of ARDIS in the exercise of
 its business  judgment. Termination  of this  Agreement by  the Company  for
 cause shall be deemed to have occurred only if:
<PAGE>

           (i)  termination shall have been the result  of an act or acts  of
      dishonesty on the Executive's part constituting a felony or intended to
      result  directly  or  indirectly   in  substantial  gain  or   personal
      enrichment to his at the expense of the Company; or

           (ii) termination shall  have been  the result  of the  Executive's
      willful and continued failure substantially  to perform his duties  and
      responsibilities as an officer of the Company (other than such  failure
      resulting from his incapacity due to physical or mental illness)  after
      a demand for substantial performance is  delivered to the Executive  by
      the Chief Executive Officer of the Company or the Board of Directors of
      ARDIS which  specifically identifies  the manner  in which  such  Board
      believes that the Executive has not substantially performed his  duties
      and the  Executive  is  given  a  reasonable  time  after  such  demand
      substantially to perform his duties.

      Executive's employment shall not be considered to have been  terminated
 by the  Company for  cause if  the act  or  failure to  act upon  which  the
 termination is based (A) was  done or omitted to  be done without intent  of
 gaining therefrom directly or indirectly a profit to which the Executive was
 not legally entitled and as a result of his good faith belief that such  act
 or failure to act was in or was not opposed to the interests of the Company,
 or (B) is an act or failure to act  in respect of which the Executive  meets
 the  applicable  standard  of  conduct  prescribed  for  indemnification  or
 reimbursement of expenses under the Bylaws of the Company or the laws of its
 state of incorporation.

      (e)  Voluntary Termination by Executive.  Executive may terminate  this
 Agreement at any time  upon delivering thirty (30)  days' written notice  to
 the Company.   In the  event of such  voluntary termination  other than  for
 "good reason", as hereinafter  defined, Executive shall  be entitled to  his
 base salary  earned to  the date  of  his resignation,  but no  base  salary
 continuation payment or  benefits continuation  (except as  provided by  the
 terms of the  Company's employee benefit  plans). On or  after the date  the
 Company receives notice of  Executive's resignation (other than  resignation
 for good reason),  the Company may,  at its option,  pay Executive his  base
 salary through  the effective  date of  his  resignation and  terminate  his
 employment immediately.

      (f)  Termination by Executive  For Good  Reason. Executive  may at  any
 time voluntarily  terminate his  employment for  "good reason",  as  defined
 below, upon thirty (30) days written notice thereof to the Company; provided
 that the Company may, at its  option, pay Executive his base salary  through
 the effective date of his resignation, terminate his employment  immediately
 (except for  the provision  of non  monetary  benefits) and,  following  the
 effective date  of  such  resignation, provide  the  payments  and  benefits
 provided in Section 7(c).   In the event  of such voluntary termination  for
 "good reason", Executive  shall be deemed  to have  been terminated  without
 cause with the same  payments and benefits set  forth in Section 7(c)  being
 applicable to Executive's termination under this Section 7(f).
<PAGE>

      For purposes of this Agreement, "good reason" shall mean the occurrence
 of any of the following events:

           (i)  removal from the offices Executive holds on the date of  this
      Agreement  or  a  material   reduction  in  Executive's  authority   or
      responsibility, but not including termination of Executive "for cause";

           (ii) reduction in the base salary payable to Executive; or

           (iii) the Company  otherwise  commits  a material  breach  of this
      Agreement;

 provided that "good  reason" shall not include the temporary appointment  of
 another person to fulfill Executive's responsibilities during any period  of
 disability of Executive.

 8.   CHANGE OF CONTROL

      (a)  Concerns Regarding Change  of Control. Executive  and the  Company
 agree  that  the  circumstances  surrounding  a  "Change  of  Control,"   as
 hereinafter defined, impose unique  risks to the  Company and the  Executive
 and that in  response to the  unique circumstances surrounding  a Change  of
 Control, the  provisions of  this Agreement  shall separately  consider  the
 parties rights'  and obligations  in  the event  that  a Change  of  Control
 occurs. This  Section 8  shall be  applicable  whether or  not a  Change  of
 Control is contemplated at this time.   Notwithstanding any other  provision
 of this Agreement, the severance payments  and benefits, if any, payable  to
 Executive shall be determined solely by  reference to this Section 8 in  the
 event  that  a  Change  of  Control   has  occurred,  or  if  Executive   is
 "involuntarily terminated," as  hereinafter defined, in  contemplation of  a
 Change of Control.

      (b)  Voluntary Termination Following a Change of Control.  If a  Change
 of Control has occurred, Executive shall  have ninety (90) days in which  to
 terminate his employment. If Executive voluntarily terminates his employment
 within ninety (90) days following a  Change of Control he shall be  entitled
 to receive one Executive's annualized base  salary in effect at the time  of
 termination  as  a  lump  sum  payment.    Upon  payment  of  the  severance
 compensation described in the preceding sentence,  the Company will have  no
 future obligation to Executive  under this Agreement.   Except as  otherwise
 provided in Section 8(c),  if Executive does  not voluntarily terminate  his
 employment within ninety (90) days of  a Change of Control, Executive  shall
 not be entitled to any severance  compensation if he voluntarily  terminates
 his employment after that time.

      (c)  Involuntary Termination in Contemplation  of, or Within Two  Years
 Following, a Change of Control.   If Executive is involuntarily  terminated,
 other than "for cause" (as defined in Section 7(d)) in contemplation of,  or
 within two (2) years following, a  Change of Control, the Company shall  pay
 Executive (i) a  lump sum  severance payment  equal to  (A) the  Executive's
 annualized base salary in effect at the time of involuntary termination plus
 (B) fifty percent (50%) of any bonus paid during the preceding  twelve-month
 period, payable  as  a lump  sum,  and  (ii) continuation  of  all  employee
 benefits,  executive  benefits  and  perquisites,  or  benefits   reasonably
 equivalent thereto, for a period of one (1) year; provided, however, that if
 Executive accepts  another job  during such  period that  provides  employee
 benefits comparable to those offered by the  Company at such time at a  cost
 to Executive  no greater  than the  cost  of the  benefits provided  by  the
 Company, the Company's obligation to extend such benefits to Executive shall
 cease.
<PAGE>

      For purposes  of  this Agreement,  the  following shall  be  deemed  to
 constitute involuntary termination:

           (i)  dismissal of  Executive  (except  termination  for  cause  as
      defined in Section 7(d) hereof);

           (ii) reduction in Executive's base salary;

           (iii) reduction in  the  level  of employee  benefits  received by
      Executive, unless substituted with reasonably comparable benefits;

           (iv) requesting Executive to relocate more than 100 miles from his
      current location;

           (v)  removal from the offices Executive holds on the date of  this
      Agreement  or  a  material   reduction  in  Executive's  authority   or
      responsibility; or

           (vi) the Company (or its  successor) otherwise commits a  material
      breach of this Agreement.

      In the event that within two  (2) years following a Change of  Control,
 Executive is terminated for cause, Executive  shall only be entitled to  his
 base salary up until  the last date  of employment pursuant  to the date  of
 termination for cause.

      (d)  Termination of this Agreement More Than  Two Years After a  Change
 of Control. The parties' rights and  obligations arising from a  termination
 of this Agreement,  whether by Executive  or the Company,  that occurs  more
 than two  (2) years  following a  Change  of Control  shall be  governed  by
 Section 7 of this Agreement.

      (e)  Definition of Change of Control. For purposes of this Agreement, a
 Change of Control shall be deemed to exist upon the occurrence of any of the
 following:

           (i)  any "Person"  (as such  term is  used  in Section  13(d)  and
      Section 14(d) of the Securities Exchange  Act of 1934, as amended  (the
      "Exchange Act"),  is or  becomes a  "beneficial owner"  (as defined  in
      Section 13d-3  under  the Exchange  Act),  directly or  indirectly,  of
      securities of  the  Company  or ARDIS  representing  more  than  thirty
      percent  (30%)  of  the  combined  voting  power  of  the   outstanding
      securities of the Company or ARDIS Inc.;

           (ii) at  any  time  during  the  twenty-four  (24)  month   period
      following a  merger, tender  offer, consolidation,  sale of  assets  or
      contested election, or any combination of such transactions, at least a
      majority of the Board of Directors of the Company or ARDIS shall  cease
      to be "continuing directors" (meaning directors of the Company or ARDIS
      prior to  such transaction  or who  subsequently became  directors  and
      whose election or nomination  for election by  the stockholders of  the
      Company or ARDIS, was approved by a vote of at least two-thirds of  the
      directors then still in office prior to such transaction);

           (iii) the stockholders approve an agreement of sale or disposition
      by the Company or ARDIS  of all or substantially  all of the assets  of
      the Company or ARDIS.
<PAGE>

      (f)  Vesting of Options and Warrants.  Upon any Change of Control,  any
 unvested options or warrants  held by Executive to  acquire shares of  ARDIS
 common stock shall be immediately vested  and exercisable by Executive,  and
 ARDIS undertakes to amend  any existing stock  option or warrant  agreements
 between ARDIS and/or the Company and Executive consistent with this  Section
 8(f).

      (g)  No Mitigation of Compensation.  Executive shall not be required to
 mitigate any severance  payments received under  this Section 8  due to  his
 employment with a successor organization.

 9.   SURVIVAL.

      The covenants, agreements, representations, and warranties contained in
 or made pursuant to this Agreement shall survive Executive's termination  of
 employment.

 10.  MODIFICATION.

      This Agreement sets forth the entire understanding of the parties  with
 respect to the  subject matter  hereof, supersedes  all existing  agreements
 between them concerning such subject matter,  and may be modified only by  a
 written instrument duly executed by each party.

 11.  NOTICES.

      Any notice or  other communication required  or permitted  to be  given
 hereunder shall be in writing and shall be mailed by certified mail,  return
 receipt requested, or by Federal Express, Express Mail, or similar overnight
 delivery or courier service or delivered  (in person or by telecopy,  telex,
 or similar telecommunications  equipment) against  receipt to  the party  to
 whom it  is to  be given  at the  address of  such party  set forth  in  the
 preamble to this Agreement (or to such other address as the party shall have
 furnished in writing in accordance with the provisions of this Section  11).
 Any notice given to the Company shall  be addressed to the attention of  the
 Corporate Secretary. Notice to the estate  of Executive shall be  sufficient
 if addressed to  Executive as  provided in this  Section 11.  Any notice  or
 other communication given  by certified mail  shall be deemed  given at  the
 time of  certification  thereof, except  for  a notice  changing  a  party's
 address which shall  be deemed  given at the  time of  receipt thereof.  Any
 notice given by  other means permitted  by this Section  11 shall be  deemed
 given at the time of receipt thereof.

 12.  WAIVER.

      Any waiver  by  either party  of  a breach  of  any provision  of  this
 Agreement shall not operate as or be construed  to be a waiver of any  other
 breach of that provision  or of any  breach of any  other provision of  this
 Agreement. The failure  of a party  to insist upon  strict adherence to  any
 term of this Agreement on  one or more occasions  shall not be considered  a
 waiver or deprive that party of  the right thereafter to insist upon  strict
 adherence to that term or any other term of this Agreement. Any waiver  must
 be in writing.
<PAGE>

 13.  BINDING EFFECT.

      Executive's rights and  obligations under this  Agreement shall not  be
 transferable by assignment or otherwise, such rights shall not be subject to
 commutation, encumbrance, or  the claims of  Executive's creditors, and  any
 attempt to do any  of the foregoing  shall be void.  The provisions of  this
 Agreement shall be binding  upon and inure to  the benefit of Executive  and
 his heirs and personal representatives, and shall be binding upon and  inure
 to the benefit of the Company and its successors and assigns.

 14.  HEADINGS.

      The headings  of  this Agreement  are  solely for  the  convenience  of
 reference and shall be given no effect in the construction or interpretation
 of this Agreement.

 15.  ATTORNEYS' FEES.

      In the event  that any  person commences  any action  or proceeding  to
 enforce the terms of this Agreement, the prevailing party shall be  entitled
 to recover from the other his or its reasonable attorney's fees.

 16.  COUNTERPARTS; GOVERNING LAW.

      This Agreement may be executed in  any number of counterparts, each  of
 which shall  be  deemed  an  original,  but  all  of  which  together  shall
 constitute one  and  the  same  instrument. It  shall  be  governed  by  and
 construed in accordance with the laws of the State of Texas, without  giving
 effect to  the conflict  of  laws rules.  Any  action, suit,  or  proceeding
 arising out of, based on, or in connection with this Agreement, any document
 or instrument delivered pursuant to,  in connection with, or  simultaneously
 with this Agreement, any  breach of this Agreement  or any such document  or
 instrument, or any transaction contemplated hereby or thereby may be brought
 only in the  District Courts of  Dallas County, Texas  or the United  States
 District Court for the Northern District of Texas, Dallas Division and  each
 party covenants and agrees not to assert, by way of motion, as a defense, or
 otherwise, in any such action, suit,  proceeding, any claim that such  party
 is not  subject personally  to the  jurisdiction of  such court,  that  such
 party's property is exempt or immune from attachment or execution, that  the
 action, suit or  proceeding is brought  in an inconvenient  forum, that  the
 venue of the action, suit, or proceeding is improper, or that this Agreement
 or the subject matter hereof may not be enforced in or by such court.
<PAGE>

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


                               COMPANY:

                               DIAL-THRU INTERNATIONAL CORPORATION


                               By:  ______________________________
                                    Roger D. Bryant
                                    Chairman


                               EXECUTIVE:

                                    ______________________________
                                    JOHN JENKINS


                               ARDIS TELECOM & TECHNOLOGIES, INC.


                               By:  ______________________________
                                    Roger D. Bryant
                                    President