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                                                                    EXHIBIT 10.7

                              EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is made as of October 11, 1999 by
Integrated Communication Networks, Inc., a Nevada Corporation (the "Employer")
and Thomas C. Scott, an individual (the "Executive").

                                   WITNESSETH

WHEREAS, the Executive will be serving the Corporation in the capacities of Vice
President of Sales and Marketing and both the Corporation and the Executive
desire to continue their relationship, subject to the terms and conditions
contained herein.

NOW, THEREFORE, in consideration of the foregoing and the covenants and
agreements hereinafter set forth, the parties hereto, intending to be legally
bound, agree in the following terms and conditions, which shall be effective
from and after the date hereof:

                                    AGREEMENT

The parties, intending to be legally bound, agree as follows:

1.      DEFINITIONS

For the purposes of this Agreement, the following terms have the meanings
specified or referred to in this Section 1.

"Agreement" - the Employment Agreement, as amended from time to time.

"Basic Compensation" - Salary and Benefits.

"Benefits" - as defined in Section 3.1(b).

"Board of Directors" - the board of directors of the Employer.

"Confidential Information" - any and all:

        (a)     trade secrets concerning the business and affairs of the
                Employers, data, know-how, graphs, drawings, samples, inventions
                and ideas, customer lists, currents and anticipated customer
                requirements, price lists, market studies, business plans,
                computer software and programs (including object code and source
                code), database technologies, systems, structures, and
                architectures) and related concepts, ideas, designs, methods and
                information), and any other information, however documented,
                that is a trade secret within the meaning of California law; and

        (b)     information concerning the business and affairs of the Employer
                (which includes historical financial statements, financial
                projections and budgets, historical and


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                projected sales, capital spending budgets and plans, the names
                and backgrounds of key personnel and personnel training and
                techniques and materials), however documented; and

        (c)     notes, analysis, compilations, studies, summaries, and other
                material prepared by or for the Employer containing or based, in
                whole or in part, on any information included in the foregoing.

"disability" - as defined in Section 6.2.

"Effective Date" - the date stated in the first paragraph of the Agreement.

"Employment Period" - the term of the Executive's employment under this
Agreement.

"Fiscal Year" - the Employer's fiscal year, as it exists on the Effective Date
or as changed from time to time.

"for cause" - as defined in Section 6.3.

"for good reason" - as defined in Section 6.4.

"Non-Competition Agreement" as defined in Section 8.2.

"person" - any individual, corporation (including and non-profit corporation),
general or limited partnership, limited liability company, joint venture,
estate, trust, association, organization, or governmental body.

"Post-Employment Period" - as defined in Section 8.2.

"Proprietary Items" - as defined in Section 7.2(a)(iv).

"Salary" - as defined in Sections 3.1(a).

2.      EMPLOYMENT TERMS AND DUTIES

2.1.    EMPLOYMENT

The Employer hereby employs the Executive, and the Executive hereby accepts
employment by the Employer, upon the terms and conditions set forth in this
Agreement.

2.2.    TERM

Subject to the provisions of Section 6, the term of the Executive's employment
under this Agreement will be three years, beginning on the Effective Date and
ending on the third anniversary of the Effective Date.


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2.3.    DUTIES

The Executive will have such duties as are assigned or delegated to the
Executive by the Board of Directors or Chief Executive Officer, and will
initially serve as Vice President of Sales and Marketing of the Employer. The
Executive will devote all of his business time, attention, skill, and energy
exclusively to the business of the Employer, will use his best efforts to
promote the success of the Employer's business, and will cooperate fully with
the Board of Directors in the advancement of the best interest of the Employer.

3.      COMPENSATION

3.1.    BASIC COMPENSATION

        (a)     Salary. The Executive will be paid an annual salary of $150,000,
                subject to adjustment as provided below (the "Salary"), which
                will be payable in equal periodic installments according to the
                Employer's customary payroll practices, but no less frequently
                than monthly. The Salary will be reviewed by the Board of
                Directors not less frequently than annually, and may be adjusted
                upward in the sole discretion of the Board of Directors, but in
                no event will the Salary be increased less than five (5%)
                percent per year as long as Employer has positive net income
                from operations.

        (b)     Benefits. The Executive will, during the Employment Period, be
                permitted to participate in such pension, profit sharing, bonus,
                life insurance, hospitalization, major medical, and other
                employee benefit plans of the Employer that may be in effect
                from time to time, to the extent the Executive is eligible under
                the terms of those plans (collectively, the "Benefits").

4.      FACILITIES AND EXPENSES

4.1.    GENERAL

The Employer will pay on behalf of the Executive (or reimburse the Executive
for) reasonable expenses incurred by the Executive at the request of, or on
behalf of, the Employer in the performance of the Executive's duties pursuant to
this Agreement, and in accordance with the Employer's employment policies,
including reasonable expenses incurred by the Executive in attending
conventions, seminars, and other business meetings, in appropriate business,
entertainment activities, and for promotional expenses. The Executive must file
expense reports with respect to such expenses in accordance with the Employer's
policies.

5.      VACATION AND HOLIDAYS

The Executive will be entitled to paid vacation each Fiscal Year in accordance
with the vacation policies of the Employer in effect for its executive officers
from time to time. Vacation must be taken by the Executive at such time or times
as reasonably approved by the Chairman of the Board or Chief Executive Officer.
The Executive will also be entitled to the paid holidays set forth in the
Employer's policies. Vacation days (but not


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holidays or sick days) accrued during any Fiscal Year that are not used by the
Executive during such Fiscal Year may be used in only the Fiscal Year
immediately following the year in which such vacations days were accrued, and
any vacation days not so used in either the year in which they were accrued or
the subsequent year shall expire and be forfeited.

6.      TERMINATION

6.1.    EVENTS OF TERMINATION

The Employment Period and the Executive's Basic Compensation, and any and all
other rights of the Executive under this Agreement of otherwise as an employee
of the Employer will terminate (excepts as otherwise provided in this Section
6).

        (a)     upon death of the Executive;

        (b)     upon the disability of the Executive (as defined in Section 6.2)
                immediately upon notice from wither party to the other;

        (c)     for cause (as defined in Section 6.3), immediately upon notice
                from the Employer to the Executive, or at such later time as
                such notice may specify; or

        (d)     for good reason (as defined in Section 6.4) upon not less than
                thirty days' prior notice from the Executive to the Employer.

6.2.    DEFINITION OF DISABILITY

For purpose of Section 6.1, the Executive will be deemed to have a "disability"
if, for physical or mental reasons, the Executive is unable to perform the
Executive's duties under this Agreement for forty-five (45) consecutive days, or
sixty (60) days during any twelve (12) month period, as determined in accordance
with this Section 6.2, or if, in the event the Company maintains a disability
insurance policy covering the Executive the Executive is determined to be
disabled pursuant to the definition of "disability" as set forth in such
disability insurance, such determination to be made by a medical doctor selected
or appointed by such insurance company. The Executive must submit to a
reasonable number of examinations by the medical doctor making the determination
of disability under this Section 6.2, and the Executive hereby authorizes the
disclosure and release to the Employers of such determination and all supporting
medical records. If the Executive is not legally competent, the Executive's
legal guardian or duly authorized attorney-in-fact will act in the Executive's
stead, under this Section 6.2, for the purposes of submitting the Executive to
the examinations, and providing the authorization of disclosure, required under
this Section 6.2.

6.3     DEFINITION OF "FOR CAUSE"

For purposes of Section 6.1, the phrase "for cause" means: (a) the Executive's
breach of this Agreement; (b) the Executive's failure to adhere to any written
Employer policy if the Executive has been given reasonable opportunity to comply
with such policy or cure


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his failure to comply (which reasonable opportunity must be granted during the
ten (10) day period proceeding termination of this Agreement); (c) the
appropriation (or attempted appropriation) of a material business opportunity of
the Employer, including attempting to secure or securing any personal profit in
connection with any transaction entered into on behalf of the Employer; (d) the
misappropriation (or attempted misappropriation) of any of the Employer's funds
or property; or (e) the conviction of, the indictment for (or its procedural
equivalent), or the entering of a guilty plea or plea of no contest with respect
to, a felony, the equivalent thereof, or any other crime with respect to which
disclosure would be required in a registration statement, proxy statement or
annual report pursuant to federal or state securities laws, including, without
limitation, pursuant to Item 401 or 402 of Regulation S-K.

6.4.    DEFINITION OF "FOR GOOD REASON"

For purposes of Section 6.1, the phrase "for good reason" means any of the
following: (a) the Employer's material breach of this Agreement; or (b) the
assignment of the Executive without his consent to a position, responsibilities,
or duties of a materially lesser status or degree of responsibility than his
position, responsibilities, or duties at the Effective Date.

6.5.    TERMINATION PAY

Effective upon the termination of this Agreement, the Employer will be obligated
to pay the Executive (or, in the event of his death, designated beneficiary as
defined below) only such compensation as it is provided in this Section 6.5, and
in lieu of all other amounts and in settlement and complete release of all
claims the Executive may have against the Employer for any amounts due and owing
to Executive under this Agreement. For purposes of this Section 6.5, the
Executive's designated beneficiary will be such individual beneficiary of trust,
located at such address, as the Executive may designate by notice to the
Employer from time to time or, if the Executive fails to give notice to the
Employer of such beneficiary, the Executive's estate. Notwithstanding the
proceeding sentence, the Employer will have no duty, in any circumstances, to
attempt to open an estate on behalf of the Executive, to determine whether any
beneficiary designated by the Executive is alive or to ascertain of any such
beneficiary, to determine the existence of any trust, to determine whether any
person or entity purporting to act as the Executive's personal representative
(or the trustee of a trust established by the Executive) is duly authorized to
act in that capacity, or to locate any beneficiary, personal representative, or
trustee.

        (a)     Termination by the Executive for Good Reason. If the Executive
                terminates this Agreement for good reason, the Employer will pay
                the Executive (i) the Executive's Salary for the remainder, if
                any, of the calendar month in which such termination is
                effective and for six (6) consecutive calendar months
                thereafter.

        (b)     Termination by the Employer for Cause. If the Employer
                terminates the Agreement for cause, the Executive will be
                entitled to receive his Salary only through the date such
                termination is effective, and will not be entitled to any


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                other compensation for the Fiscal Year during which such
                termination occurs or any subsequent Fiscal Year.

        (c)     Termination upon Disability. If this Agreement is terminated by
                with party as a result of the Executive's disability, as
                determined under Section 6.2, the Employer will pay the
                Executive his Salary through the remainder of the calendar month
                during which such termination is effective and for the three (3)
                consecutive months thereafter.

        (d)     Termination upon Death. If this Agreement is terminated because
                of the Executive's death, the Executive will be entitled to
                receive his Salary through the end of the calendar month in
                which his death occurs.

        (e)     Benefits. The Executive's accrual of, or participation in plans
                providing for, the Benefits will cease at the effective date of
                the termination of this Agreement, and the Executive will be
                entitled to accrued Benefits pursuant to such plans only as
                provided in such plans. To the extent permitted by law, the
                Executive will not receive, as part of his termination pay
                pursuant to this Section 6, any payments or other compensation
                for any vacation, holiday, sick leave, or other leave, if any,
                which is accrued but unused on the date the notice of
                termination is given under this Agreement.

7.      NON-DISCLOSURE COVENANT; EMPLOYEE INVENTIONS

7.1.    ACKNOWLEDGEMENTS BY THE EXECUTIVE

The Executive acknowledges the (a) during the Employment Period and as a part of
his employment, the Executive will be afforded access to Confidential
Information; (b) public disclosure of such Confidential Information could have
an adverse effect on the Employer and its business; and (c) the provisions of
this Section 7 are reasonable and necessary to prevent the improper use or
disclosure of Confidential Information.

7.2.    AGREEMENTS OF THE EXECUTIVE

In consideration of the compensation and benefits to be paid or provided to the
Executive by the Employer under this Agreement, the Executive covenants as
follows:

        (a)     Confidentiality.

                (1)     During the following the Employment Period, the
                        Executive will hold in confidence the Confidential
                        Information and will not disclose it to any person
                        except with the specific prior written consent of the
                        Employer or except as otherwise expressly permitted by
                        the terms of this Agreement.

                (2)     Any trade secrets of the Employer will be entitled to
                        all of the protections and benefits under California law
                        and any other applicable law. If any information that
                        the Employer deems to be a trade secret is found by a
                        court of competent jurisdiction not to be a trade secret
                        for purposes of


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                        this Agreement, such information will, nevertheless, be
                        considered Confidential Information for purposes of this
                        Agreement. The Executive hereby waives any requirement
                        that the Employer submits proof of the economic value of
                        any trade secret or posts a bond or other security.

                (3)     None of the foregoing obligations and restrictions
                        applies to any part of the Confidential Information that
                        the Executive demonstrates was or became generally
                        available to the public other than as a result of a
                        disclosure by the Executive.

                (4)     The Executive will not remove from the Employer's
                        premises (except to the extent such removal is for
                        purposes of the performance of the Executive's duties at
                        home or while traveling, or except as otherwise
                        specifically authorized by the Employer) any document,
                        record, notebook, plan, model, component, device, or
                        computer software or code, whether embodied in a disk or
                        in any other form (collectively the "Propriety Items").
                        The Executive recognizes that, as between the Employer
                        and the Executive, all of the Proprietary Items, whether
                        or not developed by the Executive, are the exclusive
                        property of the Employer. Upon termination of this
                        Agreement by wither party, or upon the request of the
                        Employer during the Employment Period, the Executive
                        will return to the Employer all of the Proprietary Items
                        in the Executive's possession or subject to the
                        Executive's control, and the Executive shall not retain
                        any copies, abstracts, sketches, or other physical
                        embodiment of any of the Proprietary Items.

7.3.    DISPUTES OR CONTROVERSIES

The Executive recognizes that should a dispute or controversy arising from or
relating to this Agreement be submitted for adjudication to any court,
arbitration panel, or other third party, the preservation of the secrecy of
Confidential Information my be jeopardized. All pleadings, documents,
testimonies, and records relating to any such adjudication will be maintained in
secrecy and will be available for inspection for the Employer, the Executive,
and their respective attorneys and experts, who will agree, in advance and in
writing, to receive and maintain all such information in secrecy, except as may
be limited by them in writing.

8.      NON-COMPETITION AND NON-INTERFERENCE

8.1.    ACKNOWLEDGMENT BY THIS EXECUTIVE

The Executive acknowledges that: (a) the services to be performed by him under
this Agreement are of a special, unique, unusual, extraordinary, and
intellectual character; (b) the Employer's business is international in scope
and its products are marketed throughout the United States and internationally;
(c) the Employer competes with other businesses that are or could be located in
any part of the united States or internationally; and (d) the provisions of this
Section 8 are reasonable and necessary to protect the Employer's business.


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8.2.    COVENANTS OF THE EXECUTIVE

In consideration of the acknowledgments by the Executive, and in consideration
of the compensation and benefits to be paid or provided to the Executive by the
Employer, the Executive covenants that he will not, directly or indirectly:

        (a)     During the Employment Period, except in the course of his
                employment hereunder, and during the Post-Employments Period,
                engage or invest in, own, manage, operate, finance, control, or
                participate in the ownership, management, operation, financing,
                or control of, be employed by, associated with, or in any manner
                connected with, lend the Executive's name or any similar name
                to, lend Executive's credit to or ender services or advice to,
                any business whose products or activities of the Employer
                anywhere within the United States or any other jurisdiction in
                which the Employer then conducts business; provided, however,
                that the Executive may purchase or otherwise acquire up to (but
                not more than) four point nine-nine (4.99%) percent of any class
                of securities of any enterprise (but without otherwise
                participating in the activities of such enterprise) if such
                securities are listed on any national or regional securities
                exchange or have been registered under Section 12(g) of the
                Securities Exchange Act of 1934; provided, further, that this
                provision shall not apply to any interest or investment in any
                business owned by Executive as the Effective Date (an "Owned
                Company") as long as (i) any activity associated with, or
                business time of Executive devoted to, such investment does not
                materially interfere with Executive's duties hereunder, (ii) no
                Confidential Information belonging to, or regarding, Employer is
                used by Executive or such business, or disclosed to any
                employee, officer or director of such business, to the benefit
                of such business or the material detriment of Employer, and
                (iii) the nature of the business conducted by such business does
                not materially change from that conducted by such business as of
                the Effective Date which change would cause such business to
                compete more directly and materially with Employee.

        (b)     whether for the Executive's own account or for the account of
                any other person, at any time during the Employment Period and
                the Post-Employment Period, solicit business of the same or
                similar type bring carried on the Employer, from any person
                known by the Executive to be a customer of the Employer, whether
                or not the Executive had personal contact with such person
                during and by reason of the Executive's employment with the
                Employer;

        (c)     whether for the Executive's own account or the account of any
                other person (i) at any time during the Employment Period and
                the Post-Employment Period, solicit, employ, or otherwise engage
                as an employee, independent contractor or otherwise, any person
                who is or was an employee of the Employer at any time during the
                Employment Period or in any manner induce or attempt to induce
                any employee of the Employer to terminate his employment with
                the Employer; or (ii) at any time during the Employment


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                Period and for two (2) years thereafter, interfere with the
                Employer's relationship with any person, including any person
                who at any time during the Employment Period was an employee,
                contractor, supplier, current or prospective customer of the
                Employer;

        (d)     at any time during or after the Employment Period, disparage the
                Employer or any of its shareholders, directors, officers,
                employees or agents; and

        (e)     six (6) months for other subjects not mentioned under Section
                8.2(c) and 8.2(d).

For purposes of this Section 8.2, the term "Post-Employment Period" means the
two-year period beginning on the date of termination of the Executive's
employment with the Employer.

If any covenant in this Section 8.2 is held to be unreasonable, arbitrary, or
against public policy, such covenant will be considered to be divisible with
respect to scope, time, and geographic area, and such lesser scope, time, or
geographic area, or all of them, as a court of competent jurisdiction may
determine to be reasonable, not arbitrary, and not against public policy, will
be effective, binding, and enforceable against the Executive.

The period of time applicable to any covenant in this Section 8.2 will be
extended by the duration of any violation by the Executive of such covenant.

The Executive will, while the covenant under this Section 8.2 is in effect, give
the notice to the Employer, within ten (10) days after accepting any other
employment, of the identity of the Executive's employer. The Employer may notify
the Executive that he is bound by the Agreement and, at the Employer's election,
furnish a copy of this Agreement or relevant portions thereof. Notwithstanding
anything herein to the contrary, the provisions of this Section 8 shall not
apply in the event Executive terminates this Agreement for good reason or if
this Agreement is terminated by Employer for any reason other than good cause.

9.      INDEMNIFICATION AND INSURANCE

9.1.    The Employer shall indemnify and hold harmless, and in any action, suit
        or proceeding, and defend the Executive against all expenses, costs,
        liabilities and losses (including attorneys fees, judgments and fines,
        and amounts paid or to be paid in any settlement) (collectively
        "Indemnified Amounts") reasonably incurred or suffered by the Executive
        in connection with the Executive's service as an Executive of the
        Employer or any affiliate to the full extent permitted by the By-laws of
        the Employer as in effect on the date of this Agreement and the Nevada
        General Corporation Law (or, in the event the Employer is reincorporated
        in a jurisdiction other than Nevada, the general law corporation of such
        jurisdiction (the "GCL"). The defense of Executive pursuant to this
        provision shall be by


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        counsel reasonably satisfactory to Executive, and the fees and expenses
        of such counsel shall be paid by Employer as incurred.

9.2.    A determination that indemnification with respect to any claims by the
        Executive pursuant to this Section 9 is proper shall be made by
        independent legal counsel selected by the Board of Directors of the
        Employer and set forth in a written opinion furnished by such counsel to
        the Board of Directors, the Employer and the Executive. In the event it
        is determined by such counsel that Executive is not entitled to
        indemnification pursuant to this Section 9 (and if contested by
        Executive, such determination is confirmed by the final non-appealable
        order of a court competent jurisdiction), or if a court of competent
        jurisdiction determines in a final non-appealable order that Executive
        is not entitled to indemnification pursuant to this Section 9, Executive
        hereby undertakes that he shall promptly reimburse the Employer for all
        advances of Indemnified Amounts made by the Employer on Executive's
        behalf.

9.3.    The rights conferred by this Section 9 shall not be exclusive of any
        other right, which the Executive may have or hereafter acquire under
        applicable law, any provision of the Employers organizational documents
        or a vote of stockholders or the Board of Directors. This Section 9
        shall not be deemed to affect any rights to subrogation, which may exist
        in any policy of director or officers liability insurance.

9.4.    The Executive shall provide notice to the Employer in writing promptly
        (and in any event within fifteen (15) business days) of the institution
        of any action, suit of proceeding which is or may be subject to this
        Section 9, provided that Executive's failure to so advise the Employer
        shall not affect the indemnification provided for herein, except to the
        extent such failure has a material and adverse effect on the Employer's
        ability to defend such action, suit of proceeding.

9.5.    The Executive shall be covered by insurance, to the same extent as to
        other senior executives and directors of the Employer are covered by
        insurance, with respect to (a) directors and officer's liability, (b)
        errors and omissions, and (c) general liability insurance.

10.     GENERAL PROVISIONS

10.1    INJUNCTIVE RELIEF AND ADDITIONAL REMEDY

The Executive acknowledges that the injury that would be suffered by the
Employer as a result of a breach of the provisions of this Agreement (including
any provision of Section 7 and 8) would be irreparable and that an award of
monetary damages to the Employer for such a breach would be inadequate remedy.
Consequently, the Employer will have the right, in addition to any other rights
it may have, to obtain injunctive relief to restrain any breach or threatened
breach or otherwise to specifically enforce any provision of this Agreement, and
the Employer will not be obligated to post bond or other security in seeking
such relief. Without limiting the Employer's rights under this Section 10 or any
other remedies of the Employer, if the Executive breaches any of the


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provisions of Section 7 and 8, the Employer will have the right to cease making
any payments otherwise due to the Executive under this Agreement.

10.2    COVENANTS OF SECTIONS 7 AND 8 ARE ESSENTIAL AND INDEPENDENT COVENANTS

The covenants by the Executive in Sections 7 and 8 are essential of this
Agreement, and without the Executive's agreement to comply with such covenants.
The Employer and Executive have independently consulted their respective counsel
and have been advised in all respects concerning the reasonableness and
propriety of such covenants, with specific regard to the nature of the business
conducted by the Employer.

The Executive's covenants in Sections 7 and 8 are independent covenants and the
existence of any claim by the Executive against the Employer under this
Agreement or otherwise, will not excuse the Executive's breach of any covenant
in Section 7 or 8. If the Executive's employment hereunder expires or is
terminated, this Agreement will continue in full force and effect as is
necessary to appropriate to enforce the covenants and agreements of this
Executive in Sections 7 and 8.

10.3.   OFFSET

The Employer will be entitled to offset against any and all amounts owing to the
Executive under this Agreement the amount of any and all undisputed claims or
claims reduced to final judgment that the Employer may have against the
Executive under the Non-Competition Agreement.

10.4.   REPRESENTATION AND WARRANTIES BY THE EXECUTIVE

The Executive represents and warrants to the Employer that the execution and
delivery by the Executive of this Agreement do not, and the performance by the
Executive of the Executive's obligations hereunder will not, with or without the
giving of notice or the passage of time, or both: (a) violate any judgment,
writ, injunction, or order of any court, arbitrator, or governmental agency
applicable to the Executive; or (b) conflict with, result in the breach of any
provisions of or the termination of, or constitute a default under, any
agreement to which the Executive is a party or by which the Executive is or may
be bound.

10.5.   OBLIGATIONS CONTINGENT ON PERFORMANCE

The obligations of the Employer hereunder, including its obligation to pay the
compensation provided for herein, are contingent upon the Executive's
performance of the Executive's obligations hereunder.


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10.6.   WAIVER

The rights and remedies of the parties to this Agreement are cumulative and not
alternative. Neither the failure not any delay by either party in exercising any
right, power, or privilege under this Agreement will operate as a waiver of such
right, power, and no single or partial exercise of any such right, power, or
privilege or the exercise of any other right, power of privilege. To the maximum
extent permitted by applicable law, (a) no claim or right arising out of this
Agreement can be discharged by one party, in whole or in part, by a waiver or
renunciation of the claim or right unless in writing signed by the other party;
(b) no waiver that may be given by a party will be applicable except in the
specific instance for which it is given; and (c) no notice to or demand on one
party will be deemed to be a waiver of any obligation of such party or of the
right of the party giving such notice or demand to take further action without
notice or demand as provided in this Agreement.

10.7.   BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED

This Agreement shall inure to the benefit of, and shall be binding upon, the
parties hereto and their respective successors, assigns, heirs, and legal
representatives, including any entity with which the Employer may merge or
consolidate or to which all or substantially all of its assets may be
transferred. The duties and covenants of the Executive under this Agreement,
being personal, may not be delegated.

10.8.   NOTICES

All notices, consents, waivers, and other communications under this Agreement
must be in writing and will be deemed to have been duly given when (a) delivered
by hand (with written confirmation or receipt), (b) sent by facsimile (with
written confirmation of receipt), provided that a copy is mailed by registered
mail, return receipt requested, or (c) when received by the addressee, if sent
by a nationally recognized overnight delivery service (receipt requested), in
each case to the appropriate addresses and facsimile numbers set forth below (or
to such other addresses and facsimile numbers as a party may designate by notice
to the other parties):

        If to the Employer:

        Integrated Communication Networks, Inc.
        27061 Aliso Creek Road
        Suite 100
        Aliso Viejo, California 92656
        Telephone: (949) 349-1770
        Facsimile:   (949) 349-1730

        If the Executive:

        Mr. Thomas C. Scott
        2619 Briar Patch Lane
        Flower Mound, Texas 75022


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        Telephone: ______________________

        Facsimile: _______________________

10.9.   ENTIRE AGREEMENT; AMENDMENTS

This Agreement, and the documents executed in connection Agreement, contain the
entire agreement between the parties with respect to the subject matter hereof
and supersede all prior agreements and understandings, oral or written, between
the parties hereto with respect to the subject matter hereof. This Agreement may
not be amended orally, but only by an agreement in writing signed by the parties
hereto.

10.10.  GOVERNING LAW

This Agreement will be governed by the laws of the State of California without
regard to conflicts of laws principles.

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

INTEGRATED COMMUNICATION NETWORKS, INC.

____________________________
By

David J. Chadwick
President/CEO

EXECUTIVE:

____________________________
Thomas C. Scott


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