Exhibit 10.3

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is by and between DIRECT WIRELESS COMMUNICATIONS,  INC.,
a Texas public  corporation  with an address at 2068 N. Valley Mills Dr.,  Waco,
Texas 76710 (hereinafter referred to as "Employer"),  and Stephen Barnhill, with
an address at 2 Springfield Place, Savannah,  Georgia 31411 hereinafter referred
to as "Employee").

         WHEREAS,  Employer  has  purchased  Barnhill  Group,  LLC which was the
previous employer of Employee; and

         WHEREAS,  Employer  desires to continue to employ Employee and Employee
desires to continue such  employment in accordance with the terms and conditions
herein; and

         WHEREAS,  Employee  represents  and warrants to Employer that he is not
party to any contract  which  Employee  will be breaching by entering  into this
Agreement or which restricts in any way Employee's  ability to accept employment
with Employer: and

         WHEREAS, Employer would not enter into this Agreement with Employee but
for the foregoing representation and warranty by Employee.

NOW, THEREFORE,  for and in consideration of the mutual benefits to be gained by
the performance thereof, the parties hereto agree as follows:

1.       EMPLOYMENT/TERM

         Employer hereby employs Employee and Employee hereby accepts employment
         with  Employer  under  the  terms  and  conditions  specified  in  this
         Agreement.

         Employment of Employee  pursuant to the terms of this  Agreement in the
         position of President  will commence on the 15th day of September  2003
         and  will  continue  for a  period  of five (5)  years  unless  earlier
         terminated as further set forth herein.

2.       TITLE AND DUTIES

         2.1 Employee  shall have the title of President.  The general duties to
be performed by Employee shall include:

         a.  Authority  over  and  responsibility  for all  medical,  scientific
research and development issues including without limitation, research projects,
budgets with respect to such  projects,  hiring and firing of all scientific and
medical  employees,  strategic  direction and strategic alliance (in conjunction
with  the  board  of  directors  of  Employer),   patents,   presentations   and
publications;


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         b. Authority over all research and medical personnel.

         c. Those  additional  duties  assigned to Employee from time to time by
the board of directors of Employer;

         d. To regularly, promptly and fully report to the board of directors of
Employer  or to any person  duly  authorized  by the  Employer  to receive  such
reports as to the  performance  of Employee's  duties and as to the business and
affairs of the Employee which may come to Employee's knowledge, and all business
opportunities and activities.

         e. Employee shall devote his full time to the performance of his duties
and the business of Employer and shall work  exclusively for Employer during the
term of this Agreement utilizing Employee's best efforts.

         2.2  Mobility  and  Flexibility  - The  Employer  reserves the right to
change Employee's job description,  job title, work schedule and the location of
employment  at  its  discretion  upon  reasonable   notice  from  the  Employer.
Notwithstanding  the  foregoing,  the  Employee's  location of employment  shall
remain in Savannah, Georgia.

         2.3 Hours - Employee shall be expected to work such hours as reasonable
and necessary to comply with workload demands.

3.      COMPENSATION

         3.1 Salary - Employer  shall pay Employee base gross salary at the rate
of $25,000 per month,  payable in accordance with Employer's  customary  payment
policy.  The first three months of gross salary  includes  sufficient  money for
Employee to put together an initial management team for the benefit of Employer.

         3.2  Reimbursement  of  Expenses  -  Employee  shall be  reimbursed  by
Employer for reasonable and necessary  business  expenses incurred in connection
with  Employee's  performance  of his  duties.  Reimbursement  is subject to the
submission  of  expenses  in  a  timely  manner  with   appropriate   supporting
documentation,   and  subject  to  compliance   with  the  Employer's   standard
reimbursement policy.

         3.3 Other  Benefits  and  Duties -  Employee  will be  entitled  to the
following additional benefits:  These benefits may be adjusted from time to time
at the Employers discretion.

                  (a) Incentive Stock Option Plan - Employee will be eligible to
                  participate   in  an   Incentive   Stock   Option   Plan  upon
                  establishment of same by the board of directors; and

                  (b) Other  Benefits-  Employee  will be eligible to such other
                  benefits  applicable to Employee,  which are implemented  from
                  time to time by the  board  of  directors,  provided  that the
                  rights to such benefits are not contractual and are subject to
                  modification   by   Employer  at  any  time,   although   such
                  modifications shall apply prospectively.


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         3.4  Vacation - Employee  shall be  entitled to 10 paid  vacation  days
during the calendar year from January 1 to December 31. For  employment  periods
of less than one calendar  year,  vacation days shall accrue at the rate of 0.83
days per month of  employment.  All vacation must be taken by December 31 in the
calendar year in which such vacation is earned.

         3.5 Public  holidays - Employee  shall also be  entitled to all "public
holidays," as that term is generally defined.

         3.6 Taxes - Employer shall withhold from  Employee's  compensation  all
applicable  income taxes,  social  security and Medicare  costs that Employer is
required to withhold.

4.      TERM AND TERMINATION OF EMPLOYMENT; SUSPENSION

         4.1  Termination  for Cause - This Agreement may be terminated  without
prior  written  notice by Employer for cause,  if Employee has (i)  committed an
intentional act of fraud, embezzlement or theft in connection with his duties or
in the course of his employment  with Employer;  (ii) violated the provisions of
any one of the  covenants  herein  or of any  rules  and  regulations  generally
applicable to Employer's  employees;  (iii)  committed an intentional  breach of
fiduciary duty resulting in personal gain or personal  enrichment at the expense
of the  Employer  to which  the  Employee  is not  legally  entitled;  (iv) been
convicted  of, or entered a plea of guilty to or nolo  contendere to any felony;
(v)  intentionally  failed to perform  material  stated duties;  (vi) during any
ninety  (90)  consecutive  day period,  failed for a material  period of time to
perform  material duties of his position on a  substantially  full time basis by
reason of a  disability  as defined by  29C.F.R.ss.  1630.2(g)(1),  and Employee
cannot  perform  the  essential   functions  of  his  position  with  reasonable
accommodation,  (vii)  habitually  neglected his duties,  (viii) made or given a
false  statement or document to the Employer  about his  experience,  education,
training,  ability,  or  competence;  (ix) refused to obey all lawful  orders or
carry out tasks given, or directed by the Employer or any person duly authorized
by the Employer,  (x) failed to observe safety  procedures or  regulations  laid
down by the Employer or by any person duly  authorized by the Employer,  or (xi)
engaged in behavior  which  seriously  detracts  from the  efficient  working or
social well being of other employees.

         4.2 Rights on  Termination  for Cause - If this Agreement is terminated
for Cause as defined in Section  4.1,  then  Employer  shall make on the date of
termination  a lump sum  payment  for accrued  unpaid  wages and accrued  unpaid
vacation  pay,  less any  amounts  which  Employee  owes to  Employer  and which
Employee  hereby  authorizes  shall be  offset  against  amounts  owed to him by
Employer.  Upon such termination,  Employee shall waive his/her right to further
compensation,  and shall have a duty to seek other  employment  in mitigation of
the loss of employment.


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         4.3  Rights on  Termination  "at  will" - If  Employee  terminates  the
Agreement, then Employee shall receive the benefits applicable under Section 4.2
above. If Employer  terminates,  other than for Cause, then the Company will, in
addition to the benefits  applicable  under  Section 4.3, give 2 weeks notice of
termination,  or in the  Company's  sole  discretion,  2 weeks  wages in lieu of
notice.  Apart from the  benefits  provided  hereunder,  upon such  termination,
Employee  shall waive  his/her right to further  compensation,  and shall have a
duty to seek other employment in mitigation of the loss of employment.

5.      ASSIGNMENT

         This Agreement may not be assigned in whole or in part by Employee, but
is personal to Employee and will  terminate  as a matter of law upon  Employee's
death,  if not  terminated  earlier  pursuant  to Article 4. This  Agreement  is
assignable by Employer,  but only in connection  with the sale of the Employer's
business.

6.       NON-COMPETITION AND PROTECTION OF CONFIDENTIAL INFORMATION BY EMPLOYEE;
         INTELLECTUAL PROPERTY

         6.1 During Employment - While employed by Employer,  Employee shall not
directly or indirectly as an employee, employer,  consultant,  agent, principal,
partner, stockholder,  corporate officer, director or in any other individual or
representative  capacity,  engage or  participate in any business in competition
with  the  business  of  Employer  or take  any  action  inconsistent  with  his
confidential and fiduciary relationship with Employer.

         6.2  Subsequent  to  Employment  -  In  consideration   for  Employer's
employment of Employee pursuant to the terms of this Agreement.  Employee agrees
that upon  termination  of  employment,  for any  reason,  Employee  shall  not,
directly or indirectly,  enter into or engage in direct or indirect  competition
with Employer in Texas, Georgia or California, where Employer conducts business,
as a partner, joint venturer,  director,  officer,  employee, agent, consultant,
owner  or  shareholder  of a  competing  business  for a  period  of  12  months
thereafter. Employee acknowledges that Employer would not have employed Employee
in the  position  and with  the  compensation  and  benefits  provided  Employee
hereunder,  but for Employee's agreement to this covenant. The parties expressly
intend to enter into a binding and enforceable  covenant not to compete.  If the
scope of this  covenant as written is  subsequently  found to be broader than is
permitted by the Governing  Law, then the covenant  shall be deemed  binding and
enforceable to the maximum extent then allowed by the Governing Law.

         6.3  Confidential  Information  -  Employee  acknowledges  that  during
employment  with Employer,  he will be privy to, make use of, acquire and/or add
to confidential  information which is closely guarded and valued by Employer and
to which Employee would not have access but for employment  with Employer.  Such
confidential  information  includes,  but is not  limited to,  Employer's  trade
secrets, systems, procedures,  manuals, computer software, customer lists (which
are deemed for all purposes confidential and proprietary),  vendor list, product
list and price list. As a material inducement to Employer to employ Employee, to
grant  Employee  access  to  Employer's  confidential  information,  and  to pay
Employee the compensation  stated herein,  Employee covenants that he shall not,
at any time during or following the termination of employment or this Agreement,
directly or  indirectly,  use,  divulge or disclose for any purpose  whatsoever,
other  than  within  the  scope of  employment  by  Employer,  any  confidential
information  that has been obtained by, or disclosed to, Employee as a result of
or during  employment  with Employer.  Employee will not make or possess without
authority  copies of documents,  papers or other media on which any confidential
information  about the Employer or any of its affiliated  companies is recorded.
On  termination  of  employment  for any reason,  Employee  shall deliver to the
Employer  all such  documents,  papers or other media  together  with all copies
thereof.  Confidential  information  shall  not  include,  and the  restrictions
herein,  shall not apply to  information,  which is already in the public domain
through no fault of Employee. If Employee receives a court subpoena, which seeks
Employer's confidential information,  Employee shall promptly notify Employer of
the subpoena and give the Employer the  opportunity  to challenge  the subpoena,
but if  Employer  does not do so,  Employee  shall have no duty to  disobey  the
subpoena.


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         6.4 Intellectual Property.

         (a)      Ownership - Employee  hereby  assigns to  Employer  all right,
                  title  and  interest  in  and  to any  and  all  improvements,
                  processes,  systems,  inventions,   designs,  and  discoveries
                  heretofore  made by  Employee,  either  alone or jointly  with
                  others,  related in any way to the business of  Employer.  If,
                  during the period of Employee's  employment,  Employee  either
                  alone or jointly with others, makes any improvement,  process,
                  system,   invention,   design  or  discovery,   including  any
                  registered or unregistered copyrights, service or trade marks,
                  patents (together  "Inventions")  capable of use in connection
                  with any  business  of the  Employer or of any  subsidiary  or
                  [associated]   affiliated   company  of  the  Employer,   such
                  Invention  shall be and remain the  property  of the  Employer
                  (whether  registered or not) and  accordingly  Employee hereby
                  assigns to the Employer  any rights  Employee may have in such
                  Inventions.   Upon  making  any   Invention,   Employee   will
                  immediately communicate all information concerning the same to
                  the Employer.  If so requested,  at the Employer's expense but
                  without receiving additional payment, Employee will assist the
                  Employer in obtaining  Letters Patent,  Trademark or Copyright
                  Registrations, or any other protection desired by the Employer
                  in respect of any such  Invention  and,  at the expense of the
                  Employer,  will  execute  all  documents  and  do  all  things
                  necessary to give effect to this provision.

         (b)      Assignment - Employee hereby assigns (so as to continue beyond
                  the termination of this Agreement for whatever  reason) to the
                  Employer  as  beneficial  owner by way of  assignment,  all of
                  Employee's  rights,  title  and  interest,  including  without
                  limitation  all patent,  trademark and copyright  ownership of
                  Employee,  in  and to  all  material  written  or  devised  by
                  Employee  pertaining  to the actual or potential  operation or
                  business  of  the  Employer  or  any  affiliated   company  of
                  Employer,  whether  resulting  from or  suggested  by any work
                  which Employee  shall do pursuant to Employee's  employment or
                  otherwise,  including  that which  Employee  has already  done
                  prior to the date of this Agreement  whether or not such items
                  constitute  a "work  made  for  hire" as  defined  in the U.S.
                  Copyright Act of 1976, 17 U.S.C.  ss.101, as amended,  and all
                  rights of action for damages for infringement thereof.


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         (c)      Appointment of  Attorney-in-Fact - Employee hereby irrevocably
                  appoints the  Employer to be  Employee's  attorney-in-fact  to
                  execute on  Employee's  behalf any  documents  as described in
                  this Article 6.4 and generally to act on Employee's behalf and
                  in  Employee's  name for the purpose of giving to the Employer
                  the full  benefit of the  provisions  of this  Article  6.4. A
                  certificate in writing signed by any director or the secretary
                  of the Employer  that any  instrument  or act falls within the
                  authority hereby  conferred shall be conclusive  evidence that
                  such is the case.

7.      OTHER POST-EMPLOYMENT RESTRICTIONS

         7.1  Solicitation of Employer's  Customers - Until the expiration of 12
months from the termination of employment with the Employer (for whatever reason
other than the breach of the  employment  agreement  by or other  default of the
Employer),  Employee  shall not  directly  or  indirectly  solicit,  canvass  or
approach any person or entity:

         (a)      Who,  to  Employee's  knowledge,  was  provided  with goods or
                  services by the Employer or any of its  affiliates at any time
                  during 12 months before such termination;

         (b)      For the purpose of offering to that person or entity  goods or
                  services similar to those which were provided by Employer.

         7.2  Solicitation  of Employer's  Employees - After the  termination of
Employee's  employment  with the Employer (for  whatever  reasons other than the
breach of the employment  agreement by or other default of the Employee),  for a
period of 12 months from the date of termination, Employee shall not directly or
indirectly  solicit or entice away or endeavor to entice away from the  Employer
or any of its affiliates any Director or employee.

         7.3  Representation  to  Third  Parties  -  After  the  termination  of
Employee's  employment with the Employer (for whatever  reason),  Employee shall
not  represent  himself  or  permit  himself  to be held out as being in any way
connected  with or  interested  in the  business  of the  Employer or any of the
affiliates  of the  Employer,  except if and for so long as Employee  remains an
employee of that affiliate.


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8.      INDEMNITY

         Employee hereby agrees to indemnify and hold harmless Employer from all
costs arising from (a) Employee's  breach of this Agreement,  (b) claims made by
third parties that Employee  breached an employment or other  contract with such
third  party by entering  into this  Agreement,  or (c) claims that  Employee is
restricted from accepting employment with Employer,  or (d) claims that Employer
is by this Agreement  interfering  with a business or  contractual  relationship
between Employee and any third party.

9.      GENERAL PROVISIONS

         9.1 Notice - Any written notice  required under this Agreement shall be
deemed received upon personal  delivery or three days after mailing by certified
mail,  with return  receipt  requested,  addressed  to the party for which it is
intended at the parties' respective addresses.

         9.2 Waiver and Limitations - Employee's  failure to give written notice
of any claim or controversy within ninety (90) days shall constitute a waiver of
the claim or controversy.  The statute of limitations  for all lawsuits  arising
hereunder or related  hereto or to  Employer's  employment  of Employee,  or the
termination of Employee's employment, for any and all claims, shall be two years
unless a shorter limitation period is otherwise fixed by the Governing Law.

         9.3 Entire  Agreement - Understanding  - This Agreement  supersedes all
other agreements or understandings,  either oral or written, between the parties
with  respect to  Employer's  employment  of  Employee.  Each party has read and
understood  and  voluntarily  entered into this  Agreement,  which  reflects the
mutual understandings of the parties and shall not be construed more strongly in
favor of or against  either  party.  Employee  acknowledges  that he has had the
opportunity to consult with an attorney about this Agreement,  including without
limitation, the arbitration provision, before signing.

         9.4 Severability - The invalidity or  unenforceability  of a particular
provision of this  Agreement  shall not affect the  enforceability  of any other
provisions.

         9.5  Amendments - This  Agreement  may only be amended in writing by an
agreement executed by both parties hereto.

         9.6 Waiver - Waiver by any party of a breach of any  provision  of this
Agreement  shall not  operate  or be  construed  as a waiver  of any  subsequent
breach.

         9.7 Binding Effect - Subject to the prohibition  against  assignment by
Employee herein  contained,  this Agreement and the terms and conditions  herein
shall  inure to the  benefit of and be binding  upon the  parties  hereto  their
successors, heirs and legal representatives.


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         9.8 Attorney's Fees - If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement,  the prevailing party shall be
awarded  reasonable  attorney's  fees,  costs  and  other  expenses  necessarily
incurred.

         9.9 Injunctive Relief - The covenants by Employee contained in Articles
6 and 7 shall be construed  and  interpreted  as agreements  independent  of any
other  provisions  of this  Agreement.  The  existence  of any claim or cause of
action by Employee  against  Employer,  whether  predicated on this Agreement or
otherwise,  shall not  constitute a defense to  Employer's  enforcement  of such
covenants.  Employee  acknowledges  and  expressly  agrees  that breach of these
covenants would cause immediate and irreparable injury to Employer, the remedies
at law for  breach of these  covenants  are  inadequate,  and that  Employer  is
entitled to injunctive  relief to prevent a breach,  stop a continuing breach or
prevent any further or recurring breach of these covenants, with a minimum bond,
and as to a temporary  restraining  order  without  notice.  The  provisions  of
Articles 6 and 7 shall survive any termination of Employee's  employment  and/or
the termination of this Agreement.

         9.10 Governing Law - THIS AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED
AND  INTERPRETED  IN  ACCORDANCE  WITH  THE LAWS OF THE  STATE  OF TEXAS  AND IS
PERFORMABLE IN DALLAS COUNTY, TEXAS.

         9.11  Arbitration  - ALL  DISPUTES  ARISING  OUT OF OR  RELATED TO THIS
AGREEMENT  OR TO  EMPLOYER'S  EMPLOYMENT  OF  EMPLOYEE  OR  THE  TERMINATION  OF
EMPLOYEE'S  EMPLOYMENT SHALL BE SUBMITTED  EXCLUSIVELY TO BINDING ARBITRATION IN
DALLAS,  TEXAS,  PURSUANT TO THE NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT
DISPUTES OF THE AMERICAN ARBITRATION ASSOCIATION, provided however that Employer
shall be entitled to injunctive  relief from any court of  jurisdiction  against
Employee's breach of any covenant in Articles 6 and 7, and further provided that
this  Agreement  shall  not  require  arbitration  of  any  claim  for  workers'
compensation  benefits  (although any claims  arising under Texas Labor Code ss.
450.001  shall  be  subject   exclusively  to  arbitration)  or  any  claim  for
unemployment  compensation.  Employee  understands  that agreeing to arbitration
waives the right to a jury trial.  Arbitral  awards shall be  enforceable by any
court of competent jurisdiction

         9.12  Counterparts  - This  Agreement  shall be  executed  in  multiple
originals, each of which shall be valid as an original.


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         EXECUTED this 15th day of September 2003.

         EMPLOYER

         DIRECT WIRELESS COMMUNICATIONS, INC.

         /s/ Bill G. Williams
         Bill G. Williams, Chairman and CEO

         EMPLOYEE

         BY: /s/ Stephen Barnhill
         Stephen Barnhill


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