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                                                                    EXHIBIT 10.1

                                --CONFIDENTIAL--

                  AARO BROADBAND WIRELESS COMMUNICATIONS, INC.
                                CHANGE-IN-CONTROL
                             KEY EMPLOYEE AGREEMENT

THIS AGREEMENT (the "Agreement") is made and entered into effective the date and
year last executed by a party hereto and is by and between Aaro Broadband
Wireless Communications, Inc., an Oklahoma Corporation (hereinafter referred to
as the "Company"), and the individual executing below as the Key Employee
(hereinafter referred to as the "Key Employee"), and is made in reference to the
following recitals of fact:

         WHEREAS, the Company considers the maintenance of sound, management
practices and stable top management and key personnel to be essential in
protecting and enhancing the best interests of the Company and further
recognizes that the possibility of a change in control of the Company raises
uncertainty and questions among Key Employees and may result in the departure or
distraction of such Key Employees to the detriment of the Company and its
stockholders; and

         WHEREAS, accordingly, the Board of Directors of the Company has
determined that appropriate steps should be taken to reinforce and encourage the
continued attention and dedication of Key Employees to their assigned duties
without distraction in the face of the potentially disturbing circumstances
arising from the possibility of a change in control of the Company; and

         WHEREAS, the Company and Key Employee desire to enter into this
agreement in order to (1) induce our Key Employees to remain in the employ of
the Company, (2) secure for the Company the benefits derived from the Key
Employee's employment, and (3) to maximize the Key Employees production efforts
during the period prior and subsequent to any "Change-in-Control" (as such term
is hereinafter defined) of the Company and to provide for certain contingencies
in the event of any Change-in-Control of the Company;

NOW, THEREFORE, in consideration of the foregoing:

         1. GENERAL. This Agreement sets forth the terms and conditions for
         qualification for severance "Benefits" (as hereinafter defined) which
         the Company will provide to certain Key Employees in the event their
         employment with the Company and/or its subsidiaries, if any, is
         terminated under the circumstances, described herein, subsequent to a
         Change-in-Control (as that term is defined below). The Key Employees
         entitled to benefits under this Agreement are those Key Employees of
         the Company or any of its subsidiaries so designated, from time to
         time, by the Board of Directors of the Company as being covered by such
         plan; provided, however, that any Key Employee so designated, from time
         to time, by the Board of Directors of the Company as being covered by
         such plan and so designated on the date of the Change-of-Control, shall
         continue as such a Key Employee after the Change-in-Control. The
         Company shall enter into this Agreement with each Key Employee so
         designated.


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         2. COMPANY'S RIGHT TO TERMINATE. No provision contained herein shall
         affect the Company's ability to terminate the Key Employee's employment
         at any time, with or without cause. Nothing in this Agreement shall, in
         any way, require the Company to provide any Benefits prior to a
         Change-in-Control; nor shall this Agreement ever be construed in any
         way as establishing any policies or requirements for severance benefits
         for any Key Employee who terminates employment with the Company prior
         to a Change-in-Control. In addition, the Company shall have the right
         to terminate or modify this Agreement at any time prior to a
         Change-in-Control.

         3. CHANGE-IN-CONTROL. Benefits provided herein shall be payable in the
         event there shall have occurred a "Change-in-Control," as defined
         below, and the Key Employee's employment by the Company shall
         thereafter have been terminated as defined herein.

         For the purpose of this agreement, a "Change-in-Control" of the Company
         shall be deemed to have occurred if:

               a.   individuals who, on the date hereof, are members of the
                    Board of Directors of the Company (the "Board") cease for
                    any reason to constitute at least seventy-five percent (75%)
                    of the members of such Board, unless the election, or the
                    nomination for election by the Company stockholders, of each
                    new director was approved by a vote of at least 75% of the
                    members of such Board then still in office who were members
                    of such Board of the date hereof; or

               b.   after the date hereof, any "person" (as such term is used in
                    Sections 13(d) and 14(d) (2) of the Securities Exchange Act
                    of 1934 ("Exchange Act") becomes the "beneficial owner' (as
                    defined in Rule 13d-3 under the Exchange Act), directly or
                    indirectly, of securities of the Company representing
                    twenty-five (25%) or more of the combined voting power of
                    the Company's then outstanding securities (such "Person"
                    hereafter referred to as a "Major Stockholder"); or

               c.   the stockholders of the Company shall approve a merger,
                    consolidation or dissolution or the sale, lease or exchange
                    of all or substantially all of the Company's assets.

         4. TERMINATION FOLLOWING CHANGE-IN-CONTROL. In the event a
         Change-in-Control shall have occurred, the Key Employee shall be
         entitled to the benefits provided in Section 5 hereof upon any
         termination of his employment within the twenty-four (24) month period
         following such a Change-in-Control; EXCEPT, HOWEVER, a termination of
         employment:

               a.   because of death or "Retirement" (as defined below); or


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               b.   by the Company for "Cause" or "Disability" (both as defined
                    hereinafter); or

               c.   by the Key Employee other than for "Good Reason" (as
                    hereinafter defined below):

                        (1) DISABILITY; RETIREMENT.

                               (a) Termination by the Company of a Key
                                   Employee's employment based of "Disability"
                                   shall mean termination because of his absence
                                   from duties with the Company on a full-time
                                   basis for one hundred eighty (180)
                                   consecutive business days as a result of
                                   incapacity due to physical or mental illness,
                                   unless he shall have returned to the
                                   full-time performance of his duties within
                                   thirty (30) days after "Notice of
                                   Termination" (as described in (4) below) is
                                   given in connection with such absence.

                               (b) Termination of employment based on
                                   "Retirement" shall mean the Key Employees
                                   voluntary resignation in accordance with the
                                   Company's retirement procedures generally
                                   applicable to all employees, but shall not
                                   include early retirement due to a special
                                   incentive package.

                        (2) CAUSE.

                            Termination by the Company of a Key Employee's
                            employment for "Cause" shall mean termination within
                            the twenty-four (24) month period following a
                            Change-in-Control by reason of the willful and
                            continued failure by the Key Employee to
                            substantially perform his duties with the Company
                            (other than any such failure resulting from his
                            incapacity due to physical or mental illness) for a
                            period of thirty (30) or more days after a written
                            demand for substantial performance is delivered to
                            him by the Chief Executive Officer of the Company or
                            the Director of Human Resources, which demands
                            specifically identifies the manner in which such
                            officer or officers believe that the Key Employee
                            has not substantially performed his duties.

                            Notwithstanding the foregoing, the Key Employee
                            shall not be deemed to have been terminated for
                            cause unless and until there shall have been
                            delivered to the Key Employee, a copy of a Notice of
                            Termination from the Chief Executive Officer or
                            Director of Human Resources, after reasonable notice
                            to the


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                                --CONFIDENTIAL--


                            Key Employee and an opportunity for him, together
                            with his counsel, to be heard before the Board of
                            Directors, finding that, in the good faith opinion
                            of the Board, he was guilty of conduct set forth
                            above in this subsection and specifying the
                            particulars thereof in detail.

                        (3)   GOOD REASON.

                        Termination by the Key Employee of his employment for
                        "Good Reason" shall mean:

                               a.  within the twenty-four (24) month period
                                   following the Change-in-Control, if there has
                                   occurred a reduction by the Company in his
                                   base salary in effect immediately prior to
                                   the Change-in-Control or as increased, from
                                   time to time thereafter; or

                               b.  within the twenty-four (24) month period
                                   following a Change-in-Control, and without
                                   the Key Employee's express written consent,
                                   the relocation of the Key Employee's assigned
                                   principal site of employment to a location
                                   outside the metropolitan area of the city of
                                   his principal site of employment on the date
                                   of the Change-in-Control which reasonably
                                   requires the Key Employee to move residences;
                                   or

                               c.  within the twenty-four (24) month period
                                   following the Change-in-Control, if there has
                                   occurred a failure by the Company to maintain
                                   plans providing benefits to the Key Employee
                                   at least as beneficial as those provided by
                                   any benefit or compensation plan, stock grant
                                   or option plan, life insurance plan, health
                                   and accident plan or disability plan in which
                                   the Key Employee is participating at the time
                                   of the Change-in-Control or if the Company
                                   has taken any action which would adversely
                                   affect the Key Employee's participation in or
                                   materially reduce the Key Employee's benefits
                                   under any of such plans or deprive him of any
                                   material fringe benefit enjoyed by him at the
                                   time of the Change-in-Control, or if the
                                   Company has failed to provide him with the
                                   number of accrued paid vacation days to which
                                   he would be entitled in accordance with the
                                   Company's normal vacation policy in effect at
                                   the time of the Change-in-Control; or

                               d.  within the twenty-four (24) month period
                                   following a Change-in-Control, if the Company
                                   has reduced in any


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                                --CONFIDENTIAL--


                                   manner, the Key Employee's title, job
                                   authorities or responsibilities existing
                                   immediately prior to the Change-in-Control;
                                   or

                               e.  within the twenty-four (24) month period
                                   following a Change-in-Control, if the Company
                                   has failed to obtain the assumption of the
                                   obligations contained in this Plan by any
                                   successor as required under Section 7(a); or

                               f.  within the twenty-four (24) month period
                                   following a Change-in-Control, if there
                                   occurs any purported termination of the Key
                                   Employee's employment by the Company which is
                                   not affected pursuant to a Notice of
                                   Termination satisfying the requirements of
                                   Section 4(c)(4) below; and, for purposes of
                                   this Agreement, no such purported termination
                                   shall be effective.

                        A termination of employment by the Key Employee within
                        the twenty-four (24) month period following a
                        Change-in-Control shall be for Good Reason if one of the
                        occurrences specified in this Section 4(c)(3) shall have
                        occurred, notwithstanding that the Key Employee may have
                        other justifiable reasons for terminating employment,
                        including the employment by another employer which the
                        Key Employee desires to accept.

                        (4) THE NOTICE OF TERMINATION.

                            Any purported termination of a Key Employee's
                            employment by the Company pursuant to this Agreement
                            shall be communicated by written notice of
                            termination to the Key Employee. For purposes of
                            this plan a "Notice of Termination" shall mean a
                            written notice which shall indicate the specific
                            termination provision in this Agreement relied upon
                            and shall set forth, in reasonable detail, the facts
                            and circumstances claimed to provide a basis for
                            termination of the Key Employee's employment under
                            the provision so indicated.

                        (5) DATE OF TERMINATION.

                            "Date of Termination" shall mean:

                            (a)   if the Key Employee's employment is terminated
                                  for Disability, thirty (30) days after a
                                  Notice of Termination is given (provided that
                                  the Key Employee shall not have


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                                --CONFIDENTIAL--


                                  returned to the performance of his duties on
                                  full-time basis during such thirty (30) day
                                  period);

                            (b)   if the Key Employee's employment is terminated
                                  pursuant to Section 4(c)(2) above for cause,
                                  the date on which the Notice of Termination is
                                  given;

                            (c)   if the Key Employee's employment is terminated
                                  by the Company for any other reason, the date
                                  on which a Notice of Termination is given;
                                  provided that if within thirty (30) days after
                                  any Notice of Termination is given, the Key
                                  Employee notifies the Company that a dispute
                                  exists concerning the termination the date of
                                  termination shall be the date on which the
                                  dispute is finally settled, either by mutual
                                  written agreement of the parties or by a final
                                  judgment, order or decree of a court of
                                  competent jurisdiction; and

                            (d)   if the Key Employee terminates his employment
                                  for Good Reason, the date on which the Company
                                  receives notice from the Key Employee of such
                                  termination.

         5. BENEFITS UPON TERMINATION. If, within the twenty-four (24) month
         period following a Change-in-Control, the Key Employee's employment by
         the Company shall be terminated by the Company other than for Cause or
         Disability or shall be terminated by the Key Employee for Good Reason
         prior to Retirement, the Key Employee shall be entitled to his full
         base salary through the Date of Termination to the extent not
         theretofore paid, plus the Key Employee shall be entitled to the
         "Benefits" provided below:

               a. SPECIAL SEVERANCE PAY.

                  Employee shall be entitled to the sum of:

                        (1) an amount (discounted to present value on the basis
                            of a rate of 7.5% per annum) equal to the product of
                            his/her monthly base salary in effect at
                            termination, multiplied by thirty-six (36) months,
                            reduced by the number of whole months, if any, in
                            which the Key Employee was employed by the Company
                            in excess of twelve (12) months following a
                            Change-in-Control; plus

                        (2) an amount (discounted to present value on the basis
                            of a rate of 7.5% per annum) equal to the sum of the
                            total award of any annual incentive compensation or
                            bonus payment made to the Key Employee in respect of
                            his performance for the calendar year next preceding
                            the Change-in-Control plus any other performance
                            bonuses due to the Key Employee.


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               b. SEVERANCE COMPENSATION UPON TERMINATION OF EMPLOYMENT. If the
                  Key Employee is entitled to compensation pursuant to Section 5
                  (a) above, the Company or it's successor shall pay such amount
                  to the Key Employee in a lump sum, in cash, on the fifth (5th)
                  day following the Date of Termination, provided, however, that
                  if the lump sum severance payment under this Section (5),
                  either alone or together with other payments which the Key
                  Employee has the right to receive from the Company or a
                  successor Company, would constitute a "parachute payment" (as
                  defined in Section 280G of the Internal Revenue Code of 1986,
                  as amended), such lump sum severance payment shall be reduced
                  to the largest amount that will not constitute a "parachute
                  payment."

               c. INCENTIVE COMPENSATION PLANS. Notwithstanding anything to
                  the contrary contained in any stock agreement between the
                  Company and the Participant, the Key Employee shall be fully
                  vested as the Date of Termination in any and all stock grants
                  or stock options previously granted to Key Employee by the
                  Company.

               d. BENEFIT PLANS. For a period of twenty-four (24) months
                  following the Key Employee's Date of Termination, reduced by
                  the number of whole months, if any, in which the Key Employee
                  was employed by the Company in excess of six (6) months
                  following a Change-in-Control, Key Employee, subject to the
                  "Cash-out Option" discussed below, shall be entitled to
                  continue to participate in the following benefit plans of the
                  Company. In addition, subject to applicable federal and state
                  statutes and regulations or in the case of their application,
                  as of his Date of Termination, the Key Employee shall become
                  fully vested in all respects in the following benefit plans:

                        (1) any life insurance, health insurance or dental
                            insurance plan.

                        (2) Savings plan; (e.g. Simplified IRA or 401K Plan)

                        (3) Any other benefit plans made generally available to
                            other Key Employee's comparable level or to
                            employees of the Company in general.

               e. CLUB MEMBERSHIPS. The Company shall assign to the Key
                  Employee its interest in any club membership standing in the
                  name of the Key Employee. Any membership in any club in the
                  Company's name for the benefit of the Key Employee shall at
                  the option of the Key Employee, be transferred to the Key
                  Employee by the Company upon the Key Employee's payment of the
                  club's transfer fee.


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                                --CONFIDENTIAL--


               f. SPECIAL SUPPLEMENTAL BENEFIT PLAN. Notwithstanding anything
                  to the contrary contained in this Agreement or in any of the
                  Company's employee benefit plans, or in any federal, state or
                  local statute, rule or regulation governing such employee
                  benefit plans, if the Key Employee is not fully vested in any
                  of the benefit plans described herein or any other benefit
                  plans of the Company at the date of his termination, the
                  Company shall pay to the Key Employee amounts (hereinafter
                  called "Benefit Payment Equivalents") equal to the amounts
                  which would have been received by the Key Employee under all
                  benefit plans if the Key Employee had been fully vested
                  therein with such Benefit payment Equivalents to be payable at
                  the time benefits are otherwise payable under the Company's
                  present benefit plans (subject to the Cash-out Option
                  discussed below); provided, however, that any Benefit Payment
                  Equivalents shall be reduced to the extent, if any that the
                  Key Employee receives the payment of benefits under such
                  Company benefit plans.

               g. CASH-OUT OPTION. In addition to the lump sum severance
                  payment discussed in Sections 5(a) and (b) above, the Key
                  Employee shall have the option to elect to receive a lump sum
                  cash equivalent (discounting to present value, on the basis of
                  a rate of 7.5% per annum, any sums not previously discounted
                  to present value hereunder) of all of the other benefits
                  listed in this Section 5. The Key Employee shall give written
                  notice to the Company of his election under this option, and
                  payment hereunder shall be made within thirty (30) days of
                  such election.

               h. LEGAL EXPENSE. If any dispute should arise under this
                  agreement involving an effort by the Key Employee to protect,
                  enforce or secure rights or benefits claimed by the Key
                  Employee hereunder, the Company shall pay (promptly upon
                  demand by the Key Employee, accompanied by reasonable evidence
                  of incurrence) all reasonable expenses (including attorney's
                  fees) incurred by the Key Employee in connection with such
                  dispute.

               i. INTEREST. The Key Employee shall be entitled to receive
                  interest on any amount payable under this plan from the date
                  such payment is due hereunder to the date paid at the rate of
                  the lesser of twenty percent (20%) per annum or the highest
                  rate legally permissible.

         6. NO MITIGATION. The Key Employee shall not be required to mitigate
         the amount of any payment provided for in this Agreement by seeking
         other employment or otherwise and except as expressly set forth herein
         no such other employment, if obtained, or compensation, or benefits
         payable in connection therewith shall reduce any amounts or benefits to
         which the Key Employee is entitled hereunder.


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                                --CONFIDENTIAL--


         7. SUCCESSORS; BINDING AGREEMENT. The Company may amend or terminate
         this Agreement by action of its Board at any time prior to a
         Change-in-Control. The Company expressly waives any right to amend or
         terminate this Agreement following a Change-in-Control, and the Company
         acknowledges that the Key Employee shall have a binding and irrevocable
         right to the benefits set forth hereunder in the event of a
         Change-in-Control. Any purported termination of such plans following a
         Change-in-Control shall be ineffective, and the Key Employee shall lose
         no right hereunder for failing to contest such a purported plan
         termination.

               a. The Company shall require any successor (whether direct or
                  indirect, by purchase, merger, consolidation or otherwise) to
                  all or substantially all of the business and/or assets of the
                  Company to expressly assume and agree to honor this Agreement
                  in the same manner and to the same extent that the Company
                  would be required to so honor if no such succession had taken
                  place. Failure of the Company to obtain such agreement prior
                  to the effectiveness of any such succession shall be a
                  violation of this Agreement and shall entitle the Key Employee
                  to benefits from the Company or any such successor in the same
                  amount and on the same terms as a termination of employment
                  for Good Reason, except that for the purposes of implementing
                  for foregoing, the date on which any such succession becomes
                  effective shall be deemed the Date of Termination. the Company
                  shall promptly notify the Key Employee of any succession by
                  purchase, merger, consolidation or otherwise to all or
                  substantially all the business and/or assets of the Company.

               b. This Agreement shall inure to the benefit of and be
                  enforceable by the Key Employee and his personal or legal
                  representatives, executors, administrators, successors, heirs,
                  distributions, devisees and legatees. If the Key Employee
                  should die while any amount would still be payable to him
                  hereunder if he had continued to live, all such amounts,
                  unless otherwise provided herein, shall be paid in accordance
                  with the terms of this Agreement to his devisees, legatees or,
                  if there be no such designee, to his estate.

               c. The Company expressly acknowledges and agrees that each Key
                  Employee shall have a contractual right to the benefits
                  provided hereunder, and the Company expressly waives any
                  ability, if possible, to deny liability for any breach of its
                  contractual commitment hereunder upon the grounds of lack of
                  consideration, accord and satisfaction or any other defense.
                  In any dispute arising after a Change-in-Control as to whether
                  the Key Employee is entitled to such benefits under this
                  Agreement, there shall be a presumption that the Key Employee
                  is entitled to such Benefits and the burden of proving
                  otherwise shall be on the Company.


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                                --CONFIDENTIAL--


               d. All benefits to be paid hereunder shall be in addition to any
                  disability, workers' compensation, or other the Company
                  benefit plan distribution, unpaid vacation or other unpaid
                  benefits that the Employee has accrued at his Date of
                  Termination.

         8. BINDING EFFECT. This Agreement shall be binding upon the successors
         and assigns of the Company.

         9. RECEIPT OF AGREEMENT. Each of the parties hereto acknowledges
         reading this Agreement in its entirety and does hereby acknowledge
         receipt of a fully-executed copy hereof. A fully executed copy shall be
         a duplicate original for all purposes.

         10. GOVERNING LAW. This Agreement is to be governed by and construed
         under the law of the State of Oklahoma.

         11. CAPTIONS AND PARAGRAPH HEADINGS. Captions and paragraph headings
         used herein are for convenience only and are not a part of this
         Agreement and shall not be used in construing it.

         12. INVALID PROVISIONS. Should any part of this Agreement, for any
         reason, be declared invalid, the validity and binding effect of any
         remaining portion shall not be effected, and the remaining portion of
         this Agreement shall remain in force and effect as if this Agreement
         had been executed with the invalid provisions eliminated.

         13. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
         the parties hereto, and it may not be modified or amended by oral
         agreement but only by an agreement in writing signed by the Company and
         the Key Employee.

         14. NOT ERISA PLAN. This Agreement shall never be construed or
         operated, in any way, as a "Pension Plan" within the meaning of the
         Federal Employee Retirement Income Security Act of 1974 as amended.

         15. NOT EMPLOYMENT CONTRACT. Notwithstanding any provision to the
         contrary contained herein, this Agreement does not create an employment
         contract or give the Key Employee a right to continued employment or
         compensation in lieu thereof except in the case of a Change-in-Control
         as defined herein.

         16. CORPORATE APPROVAL. This Agreement has been approved by the Board
         of Directors of the Company and has been duly executed and delivered to
         the Key Employee and on behalf of the Company by its duly authorized
         representative.


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         17. SUPERSESSION. Where inconsistent with such agreements or plans,
         this Agreement shall supersede any and all other written oral
         agreements or plans between the Company and the Key Employee concerning
         the subject matter or benefits described herein.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date hereinabove first set forth.



                                     AARO BROADBAND WIRELESSCOMMUNICATIONS, INC.
                                     A NEVADA CORPORATION



                                     BY:
                                          ------------------------------------
                                     NAME: NORMAN S. LEIGHTY
                                     TITLE: CHAIRMAN OF THE BOARD
                                     DATE:
                                           ------------


                                     "KEY EMPLOYEE"


                                     -----------------------------------------
                                     NAME:
                                     DATE:
                                           ------------


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