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                                                                    Exhibit 10.3

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into on this the 4th
day of  February,  2004,  with an effective  date of April 15, 2003  ("Effective
Date"), by and between Dwango North America Corp.  ("DNA"), a Nevada corporation
with a principal place of business at 5847 San Felipe St., Suite 3220,  Houston,
Texas  77057-3000,  and [employee  name],  an  individual  residing at [employee
address] ("Employee").

         WHEREAS  DNA  desires to engage  Employee  to perform  [description  of
services  to be  performed  by  employee]  relating  to DNA's  wireless  content
development  and  publishing  business,  and  to  develop  certain  Intellectual
Property  (as  defined   below)  for  the  exclusive  use  and  benefit  of  DNA
(hereinafter collectively the "Services");

         WHEREAS  Employee  desires  to perform  the  Services  for DNA,  and to
receive the compensation to be paid by DNA in connection therewith;

         WHEREAS DNA shall provide  Employee  with various kinds of  proprietary
information  and  training,  including  but not  limited to  business  contacts,
business plans,  technical  information and other valuable business  information
which is of a secret or confidential nature;

         NOW,  THEREFORE,  for  and  in  consideration  of the  mutual  promises
contained herein and for other good and valuable consideration,  the receipt and
sufficiency  of which is  hereby  acknowledged,  DNA and  Employee  (hereinafter
collectively "the Parties" and each a "Party") do hereby agree as follows:

1.       DEFINITIONS

         a.       "Competitor of DNA" shall mean any individual or entity in the
                  business of developing or distributing  software  applications
                  that enable mobile  telephones  to download,  organize or play
                  games,  ring tones or media.  An individual or entity shall be
                  regarded as a  Competitor  of DNA if it is in the  business of
                  developing or distributing such applications either during the
                  term of this  Agreement  or at any time during the twelve (12)
                  month  period  after the  expiration  or  termination  of this
                  Agreement.

         b.       "Confidential    Information"   shall   mean   all   nonpublic
                  information   that  the  Party   disclosing  such  information
                  ("Disclosing  Party")  designates  as being  confidential,  or
                  information   that,   under  the   circumstances   surrounding
                  disclosure ought to be treated as  confidential.  Confidential
                  Information includes, without limitation,  information related
                  to released or unreleased  Disclosing Party software products,
                  the marketing or promotion of any  Disclosing  Party  product,
                  Disclosing   Party's  business  policies  or  practices,   and
                  information  received  from  others that  Disclosing  Party is
                  obligated to treat as confidential.  Confidential  Information
                  disclosed  to  another  party   ("Receiving   Party")  by  any
                  Disclosing  Party  agent is also  deemed to be covered by this
                  Agreement.  Confidential  Information  does not include any of
                  the foregoing  items which (i) have become publicly and widely
                  known and made generally  available through no wrongful act of
                  the   Receiving   Party   or  of   others   who   were   under
                  confidentiality  obligations as to the item or items involved,
                  (ii) was known to the Receiving Party, without restriction, at
                  the time of disclosure,  as demonstrated by files in existence
                  at the  time of  disclosure;  or  (iii)  becomes  known to the
                  Receiving Party, without restriction, from a source other than
                  the  Disclosing  Party without breach of this Agreement by the
                  Receiving   Party  and  otherwise  not  in  violation  of  the
                  Disclosing Party's rights.

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         c.       "Confidential  Materials"  shall mean all  tangible  materials
                  containing   Confidential   Information,   including   without
                  limitation  written or printed documents and computer disks or
                  tapes, whether machine or user readable.

         d.       "Customer  of DNA" shall mean any  individual  or entity  with
                  whom  DNA  has or has had any  business  relationship  and any
                  individual  or  entity  with whom DNA is having or has had any
                  discussions concerning a potential business  relationship.  An
                  individual or entity shall be regarded as a Customer of DNA if
                  it had a  business  relationship  with  DNA or DNA has had any
                  discussions   concerning  a  potential  business  relationship
                  during the term of this Agreement.

         e.       "Intellectual   Property"  shall  mean  any  and  all  of  the
                  following  made or  otherwise  arising  out of the  efforts of
                  Employee in connection  with  Employee's  employment with DNA:
                  all copyrights (including,  without limitation,  the exclusive
                  right  to  reproduce,   distribute   copies  of,  display  and
                  thereupon   perform  the  copyrighted   work  and  to  prepare
                  derivative   works);    all   copyright    registrations   and
                  applications;  all moral  rights;  all  author's  rights;  all
                  trademark rights (including, without limitation, registrations
                  and applications); all right, title and interest in and to any
                  patent, letters patent, industrial model, design patent, petty
                  patent, patent of importation,  utility model,  certificate of
                  invention,   and/or  other  indicia  of  inventorship   and/or
                  invention  ownership,  and  any  application  for  any  of the
                  foregoing,  and  including  any such rights  granted  upon any
                  reissue,   division,   continuation  or   continuation-in-part
                  applications  now or  hereafter  filed,  related  to any  such
                  application; all trade names; all mask work rights; all right,
                  title and interest in and to all trade secret  rights  arising
                  under the common  law,  state law,  federal law or the laws of
                  any foreign country; all algorithms;  all rights in packaging,
                  goodwill  and  other  intellectual  property  rights;  and all
                  divisions,  continuations,  reissues,  renewals and extensions
                  thereof, regardless of whether any such rights arise under the
                  laws of the  United  States or any  other  state,  country  or
                  jurisdiction, and all derivative works thereof.

         f.       "Option" shall mean the option to purchase  [number of shares]
                  of DNA common stock with a per share  exercise  price equal to
                  the  lower of $ 1.45 or the  exercise  price  at which  DNA is
                  granting  options  to other  optionees  as of the date of this
                  Agreement.  The Option  shall be  adjusted  for stock  splits,
                  stock dividends, recapitalization and the like which may occur
                  between  the  date of this  Agreement  and  the  grant  of the
                  Option.

         g.       "Vesting Commencement Date" is April 15, 2003.

2.       COMPENSATION, BENEFITS AND TERM OF EMPLOYMENT

         a.       COMPENSATION

         DNA hereby  agrees to employ  Employee at a minimum  salary of [monthly
         salary],  or at such  other  increased  salary  as may be  subsequently
         agreed  to by the  Parties.  Payment  of the  salary  shall  be made in
         accordance with DNA's regular payroll practices.

         As additional compensation, Employee shall be granted the Option by the
         board of directors of DNA. Subject to the terms of this Agreement,  one
         twenty-fourth  (1/24th) of the shares  subject to the Option shall vest
         each month on the monthly anniversary of the Vesting  Commencement Date
         so long as  Employee  remains  employed  by DNA.  The  Option  shall be
         subject  to the terms and  conditions  of this  Agreement,  the  Merger
         Agreement,  and DNA's Stock Option Plan and Stock Option Agreement. The
         DNA Stock  Option Plan and the form of DNA Stock Option  Agreement  are
         each  attached  hereto as Exhibit A. The Option  shall be an  incentive
         stock option to the


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         maximum extent  permitted by law. To the extent DNA's Stock Option Plan
         accelerates the vesting of options held by executive officers of DNA in
         the  event of a  merger,  acquisition,  asset  sale or other  change of
         control transaction, then Employee's Option shall also be accelerated.

         b.       EMPLOYEE BENEFITS

         Employee shall be eligible to participate in the standard benefit plans
         currently  available to other similarly situated  employees,  including
         medical,  dental  and vision  insurance  policies  as soon as  Employee
         becomes  eligible for such  coverage  pursuant to the  requirements  of
         those individual insurance policies.

         c.       VACATION AND HOLIDAY PAY

         Employee  shall  receive a total of ten (10) days of paid  vacation per
         calendar  year.  Employee  must  provide  DNA at least 5 business  days
         notice of his intent to use paid vacation days and must receive consent
         from DNA for the  requested  vacation day (which  consent  shall not be
         unreasonably  withheld by DNA). Paid vacation days shall accrue for the
         benefit of Employee,  may be rolled over to subsequent  calendar years,
         and,  to  the  extent  accrued  as of  the  termination  of  Employee's
         employment, paid out in cash to the Employee promptly after termination
         of employment.

         The following are scheduled paid holidays for DNA  employees:  Memorial
         Day,   Independence  Day,  Labor  Day,  Martin  Luther  King  Jr.  Day,
         Thanksgiving, Christmas, and New Years.

         d.       TERM OF EMPLOYMENT

         Subject  to the  terms and  conditions  of the  "Agreement  and Plan of
         Merger" by and between DNA and Over-The-Air Wireless, Inc., and certain
         other parties,  of date even  herewith,  the Parties  acknowledge  that
         Employee's  period of  employment  with DNA may be terminated by either
         Party, with or without cause,  after thirty (30) days written notice to
         the other Party.

3.       OWNERSHIP OF INTELLECTUAL PROPERTY

         Employee  hereby  agrees  to  promptly  disclose  to DNA  any  and  all
         Intellectual  Property made or developed by Employee in connection with
         Employee's employment with DNA.

         All elements of all Intellectual Property shall be exclusively owned by
         DNA and shall be  considered  "Work Made for Hire" by Employee for DNA.
         DNA  shall   exclusively  own  all  United  States  and   international
         copyrights  and  all  other   intellectual   property   rights  in  the
         Intellectual Property.  Employee agrees to assign, and upon creation of
         each element of the Intellectual Property automatically assigns to DNA,
         its  successors  and  assigns,  ownership  of  all  United  States  and
         international  copyrights and all other intellectual property rights in
         each element of the Intellectual Property.

         Employee  agrees that any and all such  Intellectual  Property shall be
         the absolute  property of DNA or DNA's designees and, at the request of
         DNA, Employee shall provide any reasonably  necessary assistance to DNA
         in making  application in due form for United States letters patent and
         foreign letters patent on such Intellectual Property. In the event that
         DNA requests that Employee  provide such  application  assistance after
         termination of Employee's employment with DNA, DNA agrees to compensate
         Employee for time spent  providing the  requested  assistance at a rate
         equal to Employee's most recent hourly rate. In calculating such hourly
         rate, it shall be assumed that Employee works forty (40) hours per week
         to earn the salary identified in Section


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         2(a) of the  Agreement,  as such  salary may be  adjusted in the future
         from time to time.  Employee shall execute any and all  instruments and
         do any  acts  necessary  or  desirable  in  connection  with  any  such
         application for letters patent in order to establish and perfect in DNA
         the entire right,  title, and interest in such  Intellectual  Property,
         and also to execute any  instruments  desirable in connection  with any
         continuations,  renewals,  or reissues thereof or in the conduct of any
         related  proceedings  or  litigation.  DNA  shall  bear all  reasonably
         necessary  out of pocket  expenses  incurred by Employee as a result of
         the  performance of the  obligations  provided for in this paragraph 3.
         Except  as  authorized  by DNA (in  writing  if  after  termination  of
         Employee's Term of Employment),  Employee shall not disclose,  directly
         or indirectly, any information relating to any such Invention or patent
         application.

         If Employee has any  intellectual  property rights to any  Intellectual
         Property that cannot be assigned to DNA, Employee  unconditionally  and
         irrevocably  waives the enforcement of such rights,  and all claims and
         causes  of  action  of any  kind  against  DNA  with  respect  to  such
         Intellectual  Property,  and agrees,  at DNA's request and expense,  to
         consent  to  and  join  in  any  action  to  enforce  the  rights  such
         Intellectual Property. If Employee has any intellectual property rights
         in any  Intellectual  Property that cannot be assigned to DNA or waived
         by Employee,  the Employee,  to the extent Employee has the legal right
         to do so, unconditionally and irrevocably grants to DNA during the term
         of such rights, an exclusive, irrevocable,  perpetual, worldwide, fully
         paid and  royalty-free  license,  with  rights  to  sublicense  through
         multiple levels of sublicensees,  to reproduce, create derivative works
         of, distribute,  publicly perform and publicly display by all means now
         known or later developed, such Intellectual Property.

         The Parties understand that the provisions of this Agreement  requiring
         assignment  of  Intellectual  Property  to DNA  and the  waiver  of the
         enforcement  of such rights  against DNA do not apply to any  invention
         for which no equipment,  supplies, facility or trade secret information
         of DNA was used and which was  developed  entirely  on  Employee's  own
         time,  unless (a) the invention relates (i) directly to the business of
         DNA or (ii) to DNA's  actual or  demonstrably  anticipated  research or
         development  or (b) the  invention  results from any work  performed by
         Employee  for  DNA.  In  addition,  the  Parties  understand  that  the
         provisions  of this  Agreement  do not apply to any of the  inventions,
         original works of  authorship,  developments,  improvements,  and trade
         secrets  which  were  made  by  Employee  prior  to the  date  of  this
         Agreement,  all of which are set forth on the list  attached  hereto as
         EXHIBIT  B  (collectively  referred  to as "PRIOR  INVENTIONS"),  which
         belong  solely to Employee or belong to Employee  jointly  with another
         and which are not  assigned  to DNA  hereunder;  or, if no such list is
         attached,  Employee represents that there are no such Prior Inventions.
         If,  in  the  course  of  Employee's   employment  with  DNA,  Employee
         incorporates  into a DNA product,  process or machine a Prior Invention
         owned by Employee or in which  Employee has an interest,  DNA is hereby
         granted  and shall  have a  non-exclusive,  royalty-free,  irrevocable,
         perpetual,  worldwide  license (with the right to  sublicense) to make,
         have made,  copy,  modify,  make  derivative  works of,  use,  sell and
         otherwise  distribute  such Prior Invention as part of or in connection
         with such product, process or machine.

4.       CONFIDENTIAL INFORMATION

         Except  as  authorized  by DNA (in  writing  if  after  termination  of
         Employee's  employment  with DNA),  Employee shall not disclose or use,
         directly or  indirectly,  either  during or  subsequent  to  Employee's
         employment  with DNA,  any  Confidential  Information  or  Confidential
         Materials obtained during the course of Employee's employment with DNA.
         This  provision   shall  apply   regardless  of  whether  or  not  such
         Confidential  Information  or  Confidential  Materials  were  acquired,
         originated or developed in whole or in part by Employee.  Additionally,
         excluding  disclosures  made in the  proper  course  and  scope  of his
         employment by DNA, Employee shall not


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         distribute  or otherwise  disclose to any third party any  Confidential
         Materials, except as authorized in writing by DNA.

         Employee  agrees to deliver to DNA promptly upon request or on the date
         of the  termination of Employee's  employment  with DNA, all documents,
         copies  thereof,  and any other  materials in Employee's  possession or
         control  concerning  or relating  to any  Confidential  Information  or
         Confidential   Materials  obtained  during  the  course  of  Employee's
         employment with DNA.

5.       NON-SOLICITATION OF DNA EMPLOYEES

         Employee  hereby  recognizes the  substantial  investment of DNA in the
         hiring and training of its personnel and  employees.  Therefore,  while
         employed  by DNA and for a period  of  twelve  (12)  months  thereafter
         Employee  will not either  directly  or on behalf of others  solicit or
         recruit  employees  of DNA or any  affiliate or  subsidiary  of DNA, to
         leave  the  employment  of DNA  or to  join  a  Competitor  of DNA or a
         Customer of DNA.

6.       MISCELLANEOUS

         a.       The  Parties  agree that the  obligations  incurred  under the
                  terms of Sections 3, 4 and 5 of this Agreement  shall continue
                  after the  termination of Employee's  employment with DNA, and
                  that each Party shall only be released from these  obligations
                  by the specific  written  agreement of the other Party or upon
                  the expiration of the time period specified in such Section.

         b.       The Parties  hereby  acknowledge  and agree that breach of the
                  covenants and agreements contained in Paragraphs 3, 4 and 5 of
                  this Agreement shall cause immediate and irreparable damage to
                  DNA and that DNA's  remedy at law for any such breach would be
                  inadequate. Employee agrees that DNA shall be entitled to have
                  temporary or permanent injunctive relief without the necessity
                  of proof of actual  damage  or bond.  Such  injunctive  relief
                  shall not be exclusive,  but shall be in addition to any other
                  rights or  remedies  to which DNA  shall be  entitled.  In any
                  dispute  under  this  Agreement,  the  parties  agree that the
                  prevailing  party  shall be  entitled to recover the costs and
                  expenses of such dispute, including reasonable attorneys' fees
                  and costs.

         c.       The Parties  agree that any failure by DNA to exercise  any of
                  its rights under this Agreement or at law, or to insist on the
                  complete  performance of all obligations by Employee under the
                  terms of this  Agreement  shall not constitute or be construed
                  as  a  waiver  by  DNA  of  any  of  its  rights,  privileges,
                  obligations or duties,  or as creating any contrary  custom or
                  course of conduct.

         d.       The Parties agree that this Agreement shall be construed under
                  and in  accordance  with  the  laws  of  the  State  of  Texas
                  (excluding  its conflicts of law  provisions)  and that all of
                  the  obligations  of the  Parties  are  performable  in Harris
                  County, Texas.

         e.       The Parties agree that this Agreement  shall be binding on and
                  inure to the  benefit  of the  Parties to this  Agreement  and
                  their  respective  heirs,  executors,   administrators,  legal
                  representatives, successors, and assigns.

         f.       The Parties agree that if any  provision of this  Agreement is
                  for any reason held to be invalid, illegal or unenforceable in
                  any  respect,  the  remaining  provisions  will remain in full
                  force and effect.  If any provision of this  Agreement is, for
                  any reason, determined by a court of competent jurisdiction to
                  be excessively broad or unreasonable as to scope or


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                  subject,  such  provision  must  be  enforced  to  the  extent
                  necessary  to  be  reasonable  under  the   circumstances  and
                  consistent with applicable law while  reflecting as closely as
                  possible the intent of the parties as expressed herein.

         g.       The Parties agree that this Agreement constitutes the sole and
                  only agreement of the Parties to this Agreement concerning the
                  subject  matter of this  Agreement,  and  supersedes any prior
                  understanding  or  written  or  oral  agreements  between  the
                  Parties to this Agreement.

         h.       This Agreement may be transmitted by facsimile,  and it is the
                  intent  of the  Parties  for the  facsimile  of any  autograph
                  printed by a  receiving  facsimile  machine to be an  original
                  signature and for the facsimile and any complete  photocopy of
                  the Agreement to be deemed an original.

         i.       This  Agreement  may be executed in two or more  counterparts,
                  each of which  shall be  deemed an  original  and all of which
                  together shall constitute one instrument.


                            [signature page follows]








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DWANGO NORTH AMERICA CORP.



By:
    ---------------------------------------
         Robert E. Huntley, Chairman


[Employee]



-------------------------------------------
[Employee]


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                                    EXHIBIT A

                      FORM OF DWANGO STOCK OPTION PLAN AND
                             STOCK OPTION AGREEMENT

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                                    EXHIBIT B

                                PRIOR INVENTIONS