EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

     THIS  AGREEMENT  made  effective  as of the  27th day of  April  2004  (the
"Effective  Date")  by  and  between  Arc  Communications  Inc.,  a  New  Jersey
corporation  with its  principal  place of  business at 401  Hackensack  Avenue,
Hackensack, New Jersey 07601 (the "Company"), and Frank Elenio (the "Employee").

WITNESSETH:

     WHEREAS,  the Company  desires to secure the  employment of the Employee in
accordance  with the  provisions of this  Agreement;  and

     WHEREAS,  the Employee desires and is willing to accept employment with the
Company in accordance with the terms herein.

     NOW  THEREFORE,  in  consideration  of the  premises  and mutual  covenants
contained herein,  and intending to be legally bound hereby,  the parties hereto
agree as follows:

     1. Term.  The Company hereby agrees to employ the Employee and the Employee
hereby agrees to serve the Company  pursuant to the terms and conditions of this
Agreement  as Chief  Financial  Officer  of the  Company,  for an  initial  term
commencing on the Effective  Date hereof and expiring on the second  anniversary
thereof (the "initial  term"),  unless sooner  terminated in accordance with the
terms  hereof.  On the  expiration  of the  initial  term  and  on  each  yearly
anniversary  thereof,  the Agreement shall automatically renew for an additional
two-year  period (the "Renewal  Term"),  unless sooner  terminated in accordance
with the provisions of Section 6 or unless either party notifies the other party
in writing of its  intentions  not to renew this  Agreement  not less than sixty
(60) days prior to such expiration  date or anniversary,  as the case may be.


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     2.Positions and Duties.

     (a) Duties.  The Employee's  duties hereunder shall be those which shall be
prescribed  from  time to time by the Board of  Directors  of the  Company  (the
"Board of  Directors")  in  accordance  with the bylaws of the Company and which
customarily  accompany  the title of Chief  Financial  Officer  of a Company  of
similar size and purpose. The Employee will hold such other executive offices in
the  Company  and its  subsidiaries  to which he may be  elected,  appointed  or
assigned by the Board of  Directors  from time to time and will  discharge  such
executive  duties in connection  therewith.  The Employee  shall devote his full
working time,  energy and skill  (reasonable  absences for vacations and illness
excepted),  to the  business of the Company as is  necessary in order to perform
such duties  faithfully,  competently and diligently;  provided,  however,  that
notwithstanding  any provision in this  Agreement to the contrary,  the Employee
shall not be precluded  from  devoting  reasonable  periods of time required for
serving as a member of boards of companies which have been approved by the Board
of Directors or  participating  in  non-business  organizations  so long as such
memberships  or  activities  do  not  interfere  with  the  performance  of  the
Employee's  duties hereunder.

     (b) Board Nomination. So long as the Employee is Chief Financial Officer of
the Company,  the Company will use reasonable  commercial  efforts to obtain the
nomination  and  election  of the  Employee  as a director  of the  Company.

     3.  Compensation.  During the term of this  Agreement,  the Employee  shall
receive,  for all  services  rendered to the Company  hereunder,  the  following
(hereinafter referred to as "Compensation"):

     (a) Base Salary.  The Employee  shall be paid an initial annual base salary
equal  to  $150,000  (the  "Initial  Salary").   The  Initial  Salary  shall  be
immediately  increased  to $175,000

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annually  upon the  Company's  reaching the  Milestone,  as defined  below.  The
Employee's  annual  base  salary  shall  be  payable  in equal  installments  in
accordance  with the  Company's  general  salary  payment  policies  but no less
frequently than monthly.  Such base salary shall be reviewed,  and any increases
in the  amount  thereof  shall be  determined,  by the Board of  Directors  or a
compensation  committee  formed by the  Board of  Directors  (the  "Compensation
Committee")  at the end of each 12-month  period of  employment  during the term
hereof.  Such base  salary may be  decreased  only if done in  conjunction  with
similar  pro rata  decreases  in base  salary  for other  employees  within  the
Company.  The term  "Milestone"  shall mean the Company's  either:  (i) reaching
profitability (in accordance with U.S. generally accepted accounting principles)
in any fiscal  quarter;  or (ii)  raising  capital to finance  operations  in an
aggregate  amount of $2,000,000  or more,  excluding for this purpose only those
capital raising  transactions which have closed on or before the Effective Date.

     (b) Bonuses.  The Employee  shall  receive a guaranteed  annual bonus of no
less than 50% of his base salary (the "Annual  Bonus").  The Annual Bonus may be
increased  up to  100%  of  the  Employee's  salary  upon  the  Company  meeting
reasonable  objectives,  as such shall be determined  by the Company's  Board of
Directors or, if formed, the Compensation  Committeee  thereof, at or before the
commencement of the year in which such objectives are to be met. The Bonus shall
be paid within two (2) weeks after the Board of Directors has determined whether
the  objectives  for the preceding year have been met, but in no event shall the
bonus be paid later than the end of the March of the year following the year for
which the Annual  Bonus was earned.  The  Employee  will further be permitted to
participate  in other bonus plans made  generally  available to employees of the
Company.

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     (c) Incentive Compensation.  The Employee shall be eligible for awards from
the Company's  incentive  compensation  plans,  including without limitation any
stock option plans,  applicable to high level executive  officers of the Company
or to key employees of the Company or its subsidiaries, in the discretion of the
Board of Directors or the  Compensation  Committee.

     (d)  Automobile  Allowance.  Commencing  on September 1, 2004,  the Company
shall provide to the Employee a fixed automobile  allowance of $600.00 per month
to be used by Employee for  automobile  lease  payments,  insurance  and related
taxes  during  the term of this  Agreement.  In  addition,  automobile  expenses
incurred in connection with the performance of the Employee's  duties  hereunder
with  respect  to  tolls,   gasoline   and   automobile   maintenance   are  the
responsibility  of the Company and shall be paid by the Company.

     (e)  Benefits.  The  Employee  and his  "dependents,"  as that  term may be
defined under the applicable benefit plan(s) of the Company,  shall be included,
to the extent eligible thereunder,  in any and all plans,  programs and policies
which provide benefits for employees and their dependents.  Such plans, programs
and policies will include health care  insurance,  long-term  disability  plans,
life insurance,  supplemental disability insurance, supplemental life insurance,
holidays  and  other  similar  or  comparable  benefits  made  available  to the
Company's  employees.

     (f) Expenses.  Subject to and in accordance with the Company's policies and
procedures,  the Employee hereby is authorized to incur,  and, upon presentation
of  itemized  accounts,  shall be  reimbursed  by the Company  for,  any and all
reasonable  business-related  expenses,  which  expenses  are  incurred  by  the
Employee  on  behalf  of  the  Company  or any of  its  subsidiaries.

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     (g) Life Insurance.  During the term of this Agreement,  in addition to the
life insurance  benefits  provided to the Employee in paragraph 3(e) above,  the
Company  will  maintain,  at the  Company's  expense,  term  insurance  upon the
Employee's life in the face amount of up to one million dollars ($1,000,000.00).
Such  insurance  will be  payable to the  beneficiary  that the  Employee  shall
designate in writing to the Company,  or in the absence of such designation,  to
the Employee's  estate.

     4. Stock  Options.

     (a) Current Grant. the Company hereby grants to the Employee a stock option
(the "Option") which will be under the RoomLinX,  Inc. Long-Term  Incentive Plan
(the "Plan") for the  purchase of an  aggregate  of  2,000,000  shares of common
stock of the Company at an option price equal to one cent ($.01) per share.  The
Option shall be exercisable  ("vest")  pursuant to the following  schedule:  (i)
700,000 shall vest  immediately upon the Effective Date; (ii) 300,000 shall vest
on the date which is 5 months and 29 days after the Effective  Date (October 26,
2004);  (iii) 500,000 shall vest on the first anniversary of the Effective Date;
and (iv) 500,000 shall vest on the second anniversary of the Effective Date. The
Company  agrees to take all  necessary  actions to ensure that all shares issued
upon the Employee's  exercise of this Option,  or any portion thereof,  shall be
registered pursuant to the securities laws of the United States and tradeable in
accordance  with such laws.  The Employee shall have a period of seven (7) years
from the  Effective  Date  within  which to exercise  the Option.

     (b) Effect of Change in Control on Vesting.  Upon a Change of Control,  the
unvested  portion of any equities  granted to the Employee by the Company  shall
immediately  vest and become  exercisable by the Employee.  For purposes of this
Agreement,  a  "Change  in  Control"  shall  mean the  occurrence  of any of the
following:

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         (i) The  acquisition  by an  individual,  entity or group  (within  the
meaning of Section  13(d)(3) or 14(d)(2) of the  Exchange  Act) (a  "Person") of
beneficial  ownership  of any  capital  stock  of the  Company  if,  after  such
acquisition,  such Person  beneficially  owns  (within the meaning of Rule 13d-3
promulgated   under  the   Exchange   Act)  30%  or  more  of  either   (x)  the
then-outstanding shares of common stock of the Company (the "Outstanding Company
Common  Stock")  or (y)  the  combined  voting  power  of  the  then-outstanding
securities  of the  Company  entitled  to  vote  generally  in the  election  of
directors (the "Outstanding Company Voting Securities"); provided, however, that
for  purposes of this  subsection  (i),  the  following  acquisitions  shall not
constitute a Change in Control  Event:  (A) any  acquisition  directly  from the
Company  (excluding  an  acquisition  pursuant to the  exercise,  conversion  or
exchange of any security  exercisable for,  convertible into or exchangeable for
common stock or voting securities of the Company,  unless the Person exercising,
converting or exchanging such security  acquired such security directly from the
Company or an underwriter or agent of the Company),  (B) any  acquisition by any
employee  benefit plan (or related trust) sponsored or maintained by the Company
or any  corporation  controlled by the Company,  or (C) any  acquisition  by any
corporation pursuant to a Business Combination (as defined below) which complies
with clauses (x) and (y) of subsection (iii) of this definition; or

         (ii) Such time as the  Continuing  Directors (as defined  below) do not
constitute a majority of the Board of Directors (or, if applicable, the board of
directors of a successor corporation to the Company), where the term "Continuing
Director"  means at any date a member  of the Board of  Directors  (x) who was a
member of the Board of  Directors  on the date of the  initial  adoption of this
Agreement  by the  Board  of  Directors  or (y) who  was  nominated  or  elected
subsequent  to such  date by at  least a  majority  of the  directors  who  were
Continuing  Directors  at the  time of such  nomination  or  election  or  whose
election to the Board of  Directors  was  recommended  or endorsed by at least a
majority of the directors who were Continuing Directors

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at the time of such nomination or election;  provided, however, that there shall
be excluded  from this clause (y) any  individual  whose  initial  assumption of
office  occurred as a result of an actual or  threatened  election  contest with
respect to the election or removal of  directors  or other actual or  threatened
solicitation of proxies or consents,  by or on behalf of a person other than the
Board of  Directors;  or

         (iii)  The  consummation  of a merger,  consolidation,  reorganization,
recapitalization  or share  exchange  involving  the  Company or a sale or other
disposition  of  all  or  substantially  all of the  assets  of the  Company  (a
"Business   Combination"),   unless,   immediately   following   such   Business
Combination,  each of the  following two  conditions  is  satisfied:  (x) all or
substantially all of the individuals and entities who were the beneficial owners
of  the  Outstanding   Company  Common  Stock  and  Outstanding  Company  Voting
Securities  immediately  prior to such Business  Combination  beneficially  own,
directly or indirectly,  more than 50% of the then-outstanding  shares of common
stock and the combined voting power of the then-outstanding  securities entitled
to vote generally in the election of directors,  respectively,  of the resulting
or acquiring  corporation  or other form of entity in such Business  Combination
(which shall include,  without  limitation,  a corporation  which as a result of
such transaction  owns the Company or substantially  all of the Company's assets
either  directly  or  through  one or  more  subsidiaries)  (such  resulting  or
acquiring  corporation  or  entity  is  referred  to  herein  as the  "Acquiring
Corporation")  in  substantially  the same proportions as their ownership of the
Outstanding  Company Common Stock and  Outstanding  Company  Voting  Securities,
respectively,  immediately prior to such Business  Combination and (y) no Person
(excluding the

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Acquiring Corporation or any employee benefit plan (or related trust) maintained
or sponsored by the Company or by the Acquiring Corporation)  beneficially owns,
directly or  indirectly,  30% or more of the  then-outstanding  shares of common
stock of the  Acquiring  Corporation,  or of the  combined  voting  power of the
then-outstanding  securities of such  corporation  entitled to vote generally in
the  election of  directors  (except to the extent that such  ownership  existed
prior to the Business Combination).

     5. Absences.  The Employee shall be entitled to no less than four (4) weeks
of paid  vacation  per  calendar  year.  Absences  because  of  illness or other
incapacity,  and such other absences, whether for holiday, personal time, or for
any other purpose,  shall be governed by the Company's  procedures and policies,
as same may be amended from  time-to-time.

     6. Termination.  In addition to the events of termination and expiration of
this  Agreement  provided  for in Section 1 hereof,  the  Employee's  employment
hereunder may be terminated only as follows:

     (a) Without  Cause.  The Company may  terminate the  Employee's  employment
hereunder without Cause only upon action by the Board of Directors,  and upon no
less than sixty (60) days prior written notice to the Employee. The Employee may
terminate  employment  hereunder without Cause upon no less than sixty (60) days
prior written notice to the Company.

     (b) For Cause,  by the Company.  The Company may terminate  the  Employee's
employment  hereunder  for  Cause  immediately  and with  prompt  notice  to the
Employee.  Cause shall be determined by the Board of Directors only after having
given the Employee a sufficient opportunity to be heard. "Cause" for termination
shall include only the following conduct of the Employee:

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         (i) Material breach of any provision of this Agreement by the Employee,
which breach shall not have been cured by the Employee within sixty (60) days of
receipt of written notice of said breach;

         (ii) Gross Misconduct as an employee of the Company,  including but not
limited  to:  misappropriating  any  funds  or  property  of  the  Company;  and
attempting to willfully obtain any personal profit from any transaction in which
the Employee has an interest which is adverse to the interests of the Company;

         (iii)  Continuing  unreasonable  refusal to perform the material duties
assigned to the Employee under or pursuant to this Agreement;

         (iv) Conviction of a felony (including pleading guilty or no contest to
a felony); or

         (v) Any other act or omission  which subjects the Company or any of its
subsidiaries to substantial public disrespect, scandal or ridicule.

     (c) For Good Reason by  Employee.  The Employee  may  terminate  employment
hereunder  for Good Reason  immediately  and with prompt  notice to the Company.
"Good  Reason" for  termination  by the  Employee  shall  include the  following
conduct of the Company:

         (i) Material  breach of any provision of this Agreement by the Company,
which breach shall not have been cured by the Company  within sixty (60) days of
receipt of written  notice of said breach  (changes  in base salary  pursuant to
section 3(a) hereof shall not constitute Good Reason);

         (ii) Failure to maintain the Employee in a position  commensurate  with
that referred to in Section 1 of this  Agreement;

         (iii)  Failure to nominate  the  Employee as a director of the Company;

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         (iv)  Requirement,  without the Employee's  written  consent,  that the
Employee relocate his office outside of the State of New Jersey.

     (d) Death. The period of active employment of the Employee  hereunder shall
terminate automatically in the event of his death.

     (e)  Disability.  In the event that the Employee shall be unable to perform
duties hereunder for a period of one hundred eighty (180)  consecutive  calendar
days or one hundred eighty (180) work days within any 360  consecutive  calendar
days, by reason of disability as a result of illness, accident or other physical
or mental  incapacity  or  disability,  the Company may, in its  discretion,  by
giving  written  notice to the  Employee,  terminate the  Employee's  employment
hereunder as long as the  Employee is still  disabled on the  effective  date of
such termination.

     (f) Mutual  Agreement.  This  Agreement  may be  terminated  at any time by
mutual agreement of the Employee and the Company.

     7.  Compensation  in the  Event  of  Termination.  In the  event  that  the
Employee's  employment pursuant to this Agreement terminates prior to the end of
the term of this Agreement,  the Company shall pay the Employee  compensation as
set forth below:

     (a) By Employee for Good Reason;  By Company Without Cause.  The provisions
of this section shall only take effect after the Employee has been employed with
the Company for a period of six (6) months  following the Effective Date. In the
event that the Employee's employment hereunder is terminated by the Employee for
Good Reason  pursuant to Section  6(c)  hereof,  by the  Company  without  Cause
pursuant to Section  6(a)  hereof,  or if the  Company  chooses not to renew the
Agreement  at the end of the Initial  Term or any Renewal  Term,  then:

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         (i) The Company  shall  continue to pay to the Employee his annual base
salary and all other  compensation and benefits provided for in Section 3 hereof
(except those benefits which the Company may not properly  provide,  pursuant to
applicable  Company  benefit  plan,  policy or law) in the same manner as before
termination,  for a period of six months from the date of termination or through
the end of the  applicable  term of this  Agreement,  whichever  is shorter (the
"Severance  Period").  The  payments  during the  Severance  Period shall not be
offset by any income or payments the Employee  receives  from sources other than
the Company.  To the extent the Employee receives any medical or health benefits
pursuant to this section, such benefits shall be provided as a reimbursement (or
direct  payment at the sole election of the Company) to the Employee of payments
made pursuant to an election to continue benefits under COBRA.

         (ii) The  unvested  portion of any equities  previously  granted to the
Employee  shall  immediately  vest and become  exercisable  by the Employee,  in
accordance  with  their  terms.

         (iii) The  payments,  rights  and  entitlements  described  in  Section
6(a)(i)  hereof,  if any,  shall only be made if the  Employee  shall first have
executed and  delivered to the Company a release with respect to his  employment
hereunder  and  the  termination  of  such  employment.

     (b) By Company Upon  Termination  of Agreement Due to  Employee's  Death or
Disability.  In the  event  of the  Employee's  death  or if the  Company  shall
terminate the Employee's employment hereunder for disability pursuant to Section
6(e) hereof then:

         (i) The Company shall continue to pay the base salary payable hereunder
at the then current rate for six months after the  termination  of employment to
the Employee or his personal representative, as applicable;

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         (ii) In the event of a termination  pursuant to Section 6(e) hereof, if
eligible,  Employee shall be entitled to benefits  under any salaried  long-term
disability plan of the Company covering the Employee then in effect; and

         (iii) All other  compensation and benefits provided for in Section 3 of
this Agreement shall cease upon such termination.

     (c) By Company For Cause or By Employee  Without Good Reason.  In the event
that: (i) the Company shall  terminate the Employee's  employment  hereunder for
Cause  pursuant to Section 6(b) hereof;  or (ii) the  Employee  shall  terminate
employment  hereunder  without  "Good Reason" as defined in Section 6(c) hereof,
then the Employee's rights hereunder shall cease as of the effective date of the
termination, including, without limitation, the right to receive the Base Salary
and all other  compensation or benefits  provided for in this Agreement,  except
that the Company shall pay the Employee salary and other  Compensation which may
have been  earned and is due and  payable  but which has not been paid as of the
date of termination.

     8. Effect of Termination.  In the event of expiration or early  termination
of this Agreement as provided herein, neither the Company nor the Employee shall
have any remaining duties or obligations  hereunder except that:

     (a) The Company shall:

         (i) Pay the Employee's  accrued  salary and any other accrued  benefits
under  Section 3 hereof;

         (ii) Reimburse the Employee for expenses already incurred in accordance
with Section 3(e) hereof;
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         (iii) To the extent  required by law, pay or otherwise  provide for any
benefits,  payments or continuation or conversion  rights in accordance with the
provisions of any benefit plan of which the Employee or any of his dependents is
or was a participant; and

         (iv)  Pay  the  Employee  or his  beneficiaries  any  compensation  due
pursuant to Section 6 hereof;  and

     (b) The  Employee  shall remain bound by the terms of Sections 9, 10 and 11
hereof.

     9. Restrictive  Covenant.

     (a) The Employee  acknowledges  and agrees that he has access to secret and
confidential  information  of the  Company  and its  subsidiaries  and  that the
following  restrictive  covenant  is  necessary  to protect  the  interests  and
continued success of the Company.  Except as otherwise expressly consented to in
writing by the Company,  until the  termination of this Agreement and thereafter
for twelve  (12) months  (the  "Restricted  Period"),  the  Employee  shall not,
directly or  indirectly,  acting as an employee,  owner,  shareholder,  partner,
joint venturer,  officer,  director,  agent, salesperson,  consultant,  advisor,
investor or principal of any corporation or other business  entity:

         (i) engage,  in any state or territory of the United  States of America
or other country where the Company is actively doing business  (determined as of
the date this Agreement terminates),  in direct or indirect competition with the
business conducted by the Company;

         (ii) solicit, on behalf of any entity which may be competitive with the
Company,  any  present  customer  or  supplier,   or  prospective  customers  or
suppliers,  of the  Company,  or  request  or  otherwise  attempt  to  induce or
influence,  directly  or  indirectly,  any  present  customer  or  supplier,  or
prospective customer or supplier, of the Company, or other

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persons sharing a business  relationship with the Company,  to cancel,  limit or
postpone  their  business  with the Company;  or

         (iii)  solicit for  employment,  directly or  indirectly,  or induce or
actively attempt to influence,  any Employee of the Company, to terminate his or
her  employment  with  the  Company.

     (b) If the Employee  violates any of the restrictions  contained in Section
9(a) above, the Restrictive Period shall be increased by the period of time from
the  commencement  of any such violation  until the time such violation shall be
cured by the Employee to the  satisfaction  of the Company,  and the Company may
withhold any and all  payments,  except  salary,  otherwise due and owing to the
Employee  under this  Agreement.

     (c) In the event  that  either  the  geographical  area or the  Restrictive
Period set forth in Section 9(a) of this Agreement is deemed to be  unreasonably
restrictive in any court proceeding, the court may reduce such geographical area
and  Restrictive  Period  to the  extent  which it deems  reasonable  under  the
circumstances.

     (d) Nothing in this Section 9, whether  express or implied,  shall  prevent
the Employee from being a holder of securities of a company whose securities are
registered under Section 12 of the Securities  Exchange Act of 1934, as amended,
or any privately held company;  provided,  however, that during the term of this
agreement,  and with  respect to any company  which may be deemed to directly or
indirectly  compete  with the  business  conducted  by the  Company  or with the
activities which the Company plans to conduct,  the Employee holds of record and
beneficially  less  than  one  percent  (1%) of the  votes  eligible  to be cast
generally  by  holders  of  securities  of  such  company  for the  election  of
directors.

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     (e) The Employee  acknowledges  and agrees that in the event of a breach or
threatened  breach of the  provisions  of this Section 9 by Employee the Company
may suffer irreparable harm and therefore, the Company shall be entitled, to the
extent permissible by law to obtain immediate  injunctive relief restraining the
Employee from conduct in breach or threatened breach of the covenants  contained
in this Section 9. Nothing herein shall be construed as prohibiting  the Company
from pursuing any other  remedies  available to it for such breach or threatened
breach,  including  the recovery of damages from the Employee.

     10. Proprietary Information.

     (a) The Employee agrees that all information, whether or not in writing, of
a confidential  nature  concerning the Company's  business or financial  affairs
(collectively, "Proprietary Information") is and shall be the exclusive property
of  the  Company.  By way  of  illustration,  but  not  limitation,  Proprietary
Information may include inventions,  products,  processes,  methods, techniques,
formulas, compositions, compounds, projects, developments, plans, research data,
clinical data, financial data,  personnel data, computer programs,  and customer
and supplier lists.  The Employee will not disclose any Proprietary  Information
to others  outside  the  Company or use the same for any  unauthorized  purposes
without  written  approval by an officer of the Company,  either during or after
his employment,  unless and until such Proprietary Information has become public
knowledge without fault by the Employee.

     (b) The  Employee  agrees  that all  files,  letters,  memoranda,  reports,
records, data, sketches,  drawings,  laboratory notebooks,  program listings, or
other written,  photographic,  or other tangible material containing Proprietary
Information,  whether  created by the Employee or others,  which shall come into
his custody or possession, shall be and are the exclusive property

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of the Company to be used by the Employee only in the  performance of his duties
for the Company.

     (c)  The  Employee  agrees  that  his  obligation  not to  disclose  or use
information,  know-how and records of the types set forth in paragraphs  (a) and
(b) above,  also  extends to such types of  information,  know-how,  records and
tangible  property of  customers  of the Company or  suppliers to the Company or
other third parties who may have  disclosed or entrusted the same to the Company
or to the Employee in the course of the Company's  business.

     11. Developments.

     (a) The Employee will make full and prompt disclosure to the Company of all
inventions,  improvements,  discoveries,  methods,  developments,  software, and
works of  authorship,  whether  patentable  or not,  which  are  created,  made,
conceived  or reduced to practice  by the  Employee  or under his  direction  or
jointly with others during his  employment by the Company,  which are related to
the business of the Company,  whether or not during  normal  working hours or on
the premises of the Company (all of which are  collectively  referred to in this
Agreement as "Developments").

     (b) The Employee agrees to assign and does hereby assign to the Company (or
any  person  or entity  designated  by the  Company)  all his  right,  title and
interest  in  and  to  all  Developments   and  all  related   patents,   patent
applications, copyrights and copyright applications. However, this Section 10(b)
shall not apply to Developments which meet each of the following  criteria:  (i)
they  do not  relate  to  the  present  or  planned  business  or  research  and
development of the Company; and (ii) they are made and conceived by the Employee
not during normal working hours, not on the Company's premises and not using the
Company's  Proprietary  Information.

                                      16
<PAGE>

     (c) The Employee  agrees to cooperate  fully with the Company,  both during
and after his  employment  with the Company,  with  respect to the  procurement,
maintenance and enforcement of copyrights and patents (both in the United States
and foreign countries) relating to Developments. Employee shall sign all papers,
including,  without limitation,  copyright  applications,  patent  applications,
declarations,  oaths,  formal  assignments,  assignment of priority rights,  and
powers of attorney,  which the Company may deem  necessary or desirable in order
to protect its rights and interests in any Development.

     12.  Gross-Up for Excise Tax. If it shall be determined that any payment or
distribution  by the Company to or for the benefit of Employee  (whether paid or
payable or distributed or distributable  pursuant to the terms of this Agreement
or otherwise) (a "Payment") would be subject to an excise tax imposed by Section
4999 of the Internal  Revenue Code of 1986, as amended (the "Excise  Tax"),  the
Company  shall pay to the  Employee (a  "Gross-Up  Payment") an amount such that
after payment by the Employee of all taxes  (including any interest or penalties
imposed with respect to such taxes),  including,  without limitation,  any taxes
imposed  upon the  Gross-Up  Payment,  the  Employee  retains  an  amount of the
Gross-Up  Payment  equal  to the  amount  of the  Excise  Tax  imposed  upon the
Payments.  The Employee  undertakes  and agrees that he will notify the Board of
Directors  immediately  if he is contacted  or notified by any taxing  authority
that it will be doing any of the following:  (i) reviewing the  Agreement;  (ii)
reviewing  whether any Excise Tax is to be imposed upon the Employee in relation
to this  Agreement;  or (iii) imposing an Excise Tax on the Employee in relation
to this Agreement.

                                      17
<PAGE>

     13. Indemnification and Directors and Officers Liability Insurance.

     (a) The  Company  will use its  commercially  reasonable  best  efforts  to
obtain,  within 120 days of the date of this  Agreement,  and to maintain during
the term of this  Agreement,  commercially  reasonable  directors  and  officers
liability  insurance in a face amount of no less than  $3,000,000  or such other
amount as may be determined by the Board of Directors of the Company, upon which
the Employee shall be a named insured.

     (b) Both during and after the conclusion of the Employee's  employment with
the Company,  the Company agrees to indemnify the Employee to the fullest extent
permitted by applicable law, including but not limited to, whenever permitted by
law, the  advancement  and  reimbursement  of expenses and costs incurred by the
Employee,  for all actions related to the Employee's employment with the Company
or his  role(s) as an  officer,  director  or agent of the Company or any of its
affiliates.

     14. No Conflicts. The Employee has represented and hereby represents to the
Company that the  execution,  delivery and  performance  by the Employee of this
Agreement  do not  conflict  with or result  in a  violation  or  breach  of, or
constitute (with or without notice or lapse of time or both) a default under any
contract,  agreement or  understanding,  whether  oral or written,  to which the
Employee  is a party or of which  the  Employee  is or  should be aware and that
there are no restrictions,  covenants, agreements or limitations on his right or
ability to enter into and  perform  the terms of this  Agreement,  and agrees to
save  the  Company  harmless  from any  liability,  cost or  expense,  including
attorney's fees, based upon or arising out of any such restrictions,  covenants,
agreements, or limitations that may be found to exist.

                                      18
<PAGE>

     15.  Waiver.  The waiver by a party hereto of any breach by the other party
hereto of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach by a party hereto.

     16.  Assignment.  This  Agreement  shall be  binding  upon and inure to the
benefit of the successors  and assigns of the Company,  and the Company shall be
obligated  to  require  any  successor  to  expressly   assume  its  obligations
hereunder.  This  Agreement  shall inure to the benefit of and be enforceable by
the   Employee  or  his  legal   representatives,   executors,   administrators,
successors,  heirs,  distributees,  devisees and legatees.  The Employee may not
assign any of his duties,  responsibilities,  obligations or positions hereunder
to any person and any such  purported  assignment by him shall be void and of no
force and effect.

     17.  Notices.  Any  notices  required or  permitted  to be given under this
Agreement shall be sufficient if in writing, and if personally delivered or when
sent by first class  certified  or  registered  mail,  postage  prepaid,  return
receipt  requested--in the case of the Employee, to his residence address as set
forth  below,  and in the case of the Company,  to the address of its  principal
place of business as set forth below, in care of the Board of  Directors--or  to
such other  person or at such other  address  with respect to each party as such
party  shall  notify  the  other in  writing.

     18.  Construction of Agreement.

     (a) Governing Law. This  Agreement  shall be governed by and its provisions
construed and enforced in accordance  with the internal laws of the State of New
Jersey  without  reference  to its  principles  regarding  conflicts of law.

                                      19
<PAGE>

     (b)  Severability.  In the event that any one or more of the  provisions of
this  Agreement  shall be held to be  invalid,  illegal  or  unenforceable,  the
validity,  legality or enforceability  of the remaining  provisions shall not in
any way be affected or impaired thereby.

     (c) Headings.  The descriptive  headings of the several  paragraphs of this
Agreement  are  inserted  for  convenience  of  reference  only  and  shall  not
constitute  a part of this  Agreement.

     19. Entire Agreement.  This Agreement  contains the entire agreement of the
parties concerning the Employee's employment and all promises,  representations,
understandings,  arrangements  and prior  agreements  on such subject are merged
herein and  superseded  hereby.  The  provisions  of this  Agreement  may not be
amended,  modified,  repealed,  waived,  extended  or  discharged  except  by an
agreement  in  writing  signed  by the party  against  whom  enforcement  of any
amendment,  modification,  repeal, waiver,  extension or discharge is sought. No
person  acting  other than  pursuant to a  resolution  of the Board of Directors
shall have authority on behalf of the Company to agree to amend, modify, repeal,
waive,  extend or  discharge  any  provision  of this  Agreement  or anything in
reference  thereto or to exercise any of the Company's rights to terminate or to
fail to extend this Agreement.

     20.  Authority.  Each party has all requisite  power and authority to enter
into this  Agreement.  The  execution  and  delivery of this  Agreement  and the
employment of the Employee  contemplated hereby have been duly authorized by all
necessary  action on the part of such party.  This  Agreement  has been duly and
validly   executed  and   delivered   by  such  party  and,   assuming  the  due
authorization,  execution  and delivery  hereof by the other  signatory  hereto,
constitutes the valid and binding obligation of such party,  enforceable against
such party in accordance with its terms.

                                      20
<PAGE>

     21. Counterparts.  This Agreement may be executed in two counterparts, each
of which shall be deemed an original,  but which together  shall  constitute one
and the same instrument.

                                                        [Intentionally Blank]

                                      21
<PAGE>

     IN WITNESS  WHEREOF,  the Company has caused this  Agreement to be executed
and attested by its duly authorized officers, and the Employee has set his hand,
all as of the day and year first above written.

ATTEST:                                  COMPANY

                                         ARC COMMUNICATIONS INC.
------------------------------------
                                         By: /s/ Peter A. Bordes, Jr.
                                             ------------------------
                                              Peter A. Bordes, Jr.
                                              Chief Executive Officer
WITNESS:
                                         EMPLOYEE

------------------------------------     /s/ Frank Elenio
                                         ----------------------------
                                         Frank Elenio