EMPLOYMENT AGREEMENT


                  THIS EMPLOYMENT AGREEMENT  ("Agreement") made and entered into
this 23rd day of April 2009 (the "Effective  Date"), by and between CHINA WI MAX
Communications,  INC., a Nevada corporation (the "Company") and Frank R. Ventura
(the "Executive").

                              W I T N E S S E T H:

                  WHEREAS,  the  Company  wishes to secure the  services  of the
Executive subject to the contractual terms and conditions set forth herein; and

                  WHEREAS, the Executive is willing to enter into this Agreement
upon the terms and conditions set forth herein.

                  NOW, THEREFORE,  in consideration of  the mutual  promises and
agreements set forth herein, the parties hereto agree as follows:

     1. Employment.  The Company hereby agrees to employ the Executive,  and the
Executive hereby agrees to accept such employment with the Company, all upon the
terms and conditions set forth herein.

                  A.  Term.   Subject  to  the  terms  and  conditions  of  this
         Agreement, the Executive shall be employed for a term commencing on the
         Effective  Date  and  ending  on the  first  (1st)  anniversary  of the
         Effective  Date (the "Term")  unless sooner  terminated as provided for
         herein. The Term shall renew  automatically for additional one (1) year
         terms,  unless  either party gives  written  notice no less than ninety
         (90) days prior to the  expiration  of the Term that it does not intend
         to extend the Term.

     B. Duties and Responsibilities and Capacity. During the Term, the Executive
shall serve in the  capacity of Chief  Financial  Officer  (CFO)  subject to the
supervision of the Chairman of the Board,  President or Chief Executive  Officer
of the Company.  Executive will be permitted to perform his primary  duties,  as
appropriate,  from his principal work location in or near Overland Park,  Kansas
and will not be required to relocate to Denver,  Colorado or any other  location
unless  agreed to by Executive.  Failure to relocate  shall not be deemed a "for
Cause" termination event.

     C.  Part-Time to  Full-Time  Duties.  During the Term,  and  excluding  any
periods  of  disability,  vacation  or sick  leave to  which  the  Executive  is
entitled,  the Executive  shall devote  substantially  all of his business time,
attention and energies to the business of the Company,  provided,  however,  for
the time period  between the  Effective  Date and  September 1, 2009,  Executive
shall  devote  approximately  three-fourths  of his  time  and  energies  to the
business of the  Company.  During the Term,  it shall not be a violation of this
Agreement  for the Executive to (i) serve on corporate,  university,  civic,  or
charitable  boards or  committees  (ii)  deliver  lectures  or fulfill  speaking
engagements and (iii) manage personal investments, so long as such activities do
not   materially   interfere   with   the   performance   of   the   Executive's
responsibilities  as  an  employee  of  the  Company  in  accordance  with  this
Agreement.


Final Ventura Employment Agreement -- 042809      ____________ Initial

                                       1
<PAGE>

     D. Standard of  Performance.  The  Executive  will perform his duties under
this Agreement with fidelity and loyalty, to the best of his ability, experience
and talent and in a manner consistent with his duties and responsibilities.



     2. Compensation.--Base Salary.

     A. Beginning on May 1, 2009 (but deferring and accruing  receipt of payment
until the Company receives "Round-3 Financing" in a minimum amount of $500,000),
the Executive shall receive a Base Salary of $4,000 per month through August 31,
2009,  and then the Base Salary shall  increase  beginning  September 1, 2009 to
$6,500 per month for the remainder of the Term. The Base Salary shall be payable
in accordance with the general  payroll  practices of the Company in effect from
time to time.  During  the  remainder  of the  Term,  the Base  Salary  shall be
reviewed at least  annually by the Board after  consultation  with the Executive
and may from time to time be increased (but not decreased) as solely  determined
by the Board.  Effective as of the date of any such increase, the Base Salary as
so increased  shall be  considered  the new Base Salary for all purposes of this
Agreement and may not  thereafter be reduced.  Any increase in Base Salary shall
not limit or reduce any other  obligation of the Company to the Executive  under
this Agreement.

     B. Annual  Performance  Bonus.  The Executive  shall be eligible for annual
discretionary bonus awards payable in cash or common stock of the Company, as so
determined  solely  by the  Board,  based on  performance  objectives  submitted
annually by senior management and approved by the Board.

     C. Long-Term Incentives.  Upon the execution of this Agreement, the Company
agrees to issue the  Executive  the initial  option  award set forth on the term
sheet attached hereto as Exhibit A. and incorporated by reference. Following the
initial  option  award,  the  Executive  shall be  eligible  for grants of stock
options, restricted stock and/or other long-term incentives in the discretion of
the Board on the same basis as other similarly situated senior executives of the
Company.  The Company agrees to enter into negotiations and to provide Executive
with a long-term  options plan -- similar in scope and kind to the President's -
beginning six months from the Effective Date.

     D.  Benefits.  If and to the extent  that the  Company  maintains  employee
benefit  plans  (including,   but  not  limited  to,  pension,   profit-sharing,
disability,  accident,  medical, life insurance,  and hospitalization plans) (it
being understood that the Company may but shall not be obligated to do so);

                           (1) The  Executive shall be  entitled to  participate
                  therein in  accordance  with the Company's  regular  practices
                  with respect to similarly situated senior executives.

                           (2)  The  Executive  shall  be  entitled  to  prompt,
                  normally  15 days or less from  receipt  of  approved  expense
                  report,   reimbursement   from  the  Company  for   reasonable


Final Ventura Employment Agreement -- 042809      ____________ Initial

                                       2
<PAGE>

                  out-of-pocket  expenses  incurred  by him in the course of the
                  performance  of his duties  hereunder,  upon the submission of
                  appropriate  documentation  in accordance  with the practices,
                  policies and procedures  applicable to other senior executives
                  of the Company.

                           (3) The Executive shall be entitled to such vacation,
                  holidays and  other paid  or unpaid  leaves of  absence as are
                  consistent with the  Company's normal  policies  available  to
                  other  senior  executives of  the Company  or as are otherwise
                  approved by the Board. Notwithstanding the foregoing, vacation
                  will  be a minimum of three weeks  per year,  accrued  monthly
                  beginning on the Effective Date.

     3. Termination of Employment.  Notwithstanding  the provisions of Section 2
hereof,  the Executive's  employment  hereunder shall terminate under any of the
following conditions:

     A. Death.  The Executive's  employment under this Agreement shall terminate
automatically upon his death.

     B. Total  Disability.  The Company  shall have the right to terminate  this
Agreement  if the  Executive  becomes  Totally  Disabled.  For  purposes of this
Agreement,  "Totally  Disabled"  means that the  Executive is not working and is
currently  unable to perform the substantial and material duties of his position
hereunder  as a result of  sickness,  accident or bodily  injury for a period of
three  consecutive  months.  Prior to a determination  that Executive is Totally
Disabled, but after Executive has exhausted all sick leave and vacation benefits
provided by the Company,  Executive  shall  continue to receive his Base Salary,
offset  by any  disability  benefits  he may be  eligible  to  receive  that are
provided directly or indirectly by the Company.

     C. Termination by Company for Cause. The Executive's  employment  hereunder
may be terminated for Cause upon written notice by the Company.  For purposes of
this Agreement, "Cause" shall mean:

          (1)  conviction of the Executive by a court of competent  jurisdiction
               of any felony or a crime involving moral turpitude;

          (2)  the Executive's  willful and  intentional  failure or willful and
               intentional  refusal to follow reasonable and lawful instructions
               of the Board;

          (3)  the Executive's  material breach or default in the performance of
               his obligations under this Agreement; or

          (4)  the   Executive's   act   of   misappropriation,    embezzlement,
               intentional fraud or similar conduct involving the Company.

Executive may not be terminated for Cause  pursuant to  subsections  (2) and (3)
above unless Executive is given written notice of the circumstances constituting
"Cause" and a reasonable period to cure such  circumstances,  which period shall
be no less than thirty (30) days.

     D. Termination for Good Reason. The Executive's employment hereunder may be
terminated by the  Executive  for Good Reason on written  notice by Executive to


Final Ventura Employment Agreement -- 042809      ____________ Initial

                                       3
<PAGE>

the Company. For purposes of this Agreement,  "Good Reason" means the occurrence
of any of the following circumstances without the Executive's consent:(1)

          (1). a  material  reduction  in the  Executive's  salary  or  benefits
               excluding   the   substitution   of   substantially    equivalent
               compensation and benefits  provided that a reduction in the level
               of compensation payable to a substantial portion of the Company's
               employees or to  substantially  all of the Company's  officers as
               part of a unilateral cost-cutting program of the Company will not
               be taken into account for acceleration or vesting;

          (2)  a material  diminution of the  Executive's  duties,  authority or
               responsibilities   as  in  effect   immediately   prior  to  such
               diminution;

          (3)  the  relocation of the  Executive'  principal  work location to a
               location more than 50 miles from its current location; or

          (4)  the  failure  of a  successor  to assume and  perform  under this
               Agreement.

     4. Payments Upon Termination..

     A. Upon termination of Executive's  employment  hereunder for any reason as
so provided for in Section 3 hereof,  the Company  shall be obligated to pay and
the Executive  shall be entitled to receive,  on such terms and conditions as is
customary  in the  normal  course  of  business  (based  on  past  practice  and
experience), Base Salary which has accrued for services performed to the date of
termination and which has not yet been paid. In addition, the Executive shall be
entitled to any vested  benefits to which he is entitled  under the terms of any
applicable  Executive benefit plan or program,  vested restricted stock plan and
stock option plan of the Company,  and, to the extent applicable,  short-term or
long-term disability plan or program with respect to any disability, or any life
insurance  policies and the benefits provided by such plan, program or policies,
or applicable law as duly adopted from time to time by the Board.

     B. Upon termination of Executive's  employment by the Company without Cause
or by the Executive  for Good Reason,  the Company shall be obligated to pay and
the Executive shall be entitled to receive:

          (1)  all of the amounts and benefits described in Section 4.A. hereof;
               and

          (2)  Base Pay for a total of three (3)  months,  payable in the normal
               course of business  according to the Company's  payment policy at
               that time; and

          (3)  continued participation in all Executive welfare benefit programs
               of  the  Company  for  three  (3)  months  from  the  Executive's
               termination of employment.


Final Ventura Employment Agreement -- 042809      ____________ Initial

                                       4
<PAGE>

                  Payments under Section 4.B., with the exception of amounts due
pursuant to Section 4.B(1), are conditioned on the execution by the Executive of
a release of all employment-related claims; provided, however, that such release
shall be contingent upon the Company's  satisfaction of all terms and conditions
of this Section.

     C.  Upon  termination  of the  Executive's  employment  upon  the  death of
Executive  pursuant to Section 3.A.,  the Company shall be obligated to pay, and
the Executive shall be entitled to receive:

          (1)  all of the amounts and vested benefits described in Section 4.A.;

          (2)  any death benefit  payable under a plan or policy provided by the
               Company; and

          (3)  continued  participation  by the  Executive's  dependents  in the
               welfare benefit programs of the Company,  including reimbursement
               for health care benefit  premiums agreed to hereof,  for a period
               of time no  longer  than (i) three  months or (ii) the  amount of
               time remaining in the Term.

     D. Upon  termination of the  Executive's  employment upon the Disability of
the Executive  pursuant to Section 3.B.,  the Company shall be obligated to pay,
and the Executive shall be entitled to receive:

          (1)  all of the amounts and vested benefits described in Section 4.A.;

          (2)  the Base Salary,  at the rate in effect  immediately prior to the
               date of his  termination of employment  due to Disability,  for a
               period no longer than (i) three-months or (ii) the amount of time
               remaining  in the Term,  offset  by any  payments  the  Executive
               receives under the Company's  long-term  disability  plan and any
               supplements thereto, whether funded or unfunded, which is adopted
               by the Company for the Executive's  benefit and not  attributable
               to the Executive's own contributions; and

          (3)  continued  participation  by the Executive and his  dependents in
               the  welfare   benefit   programs  of  the   Company,   including
               reimbursement  for health care benefit premiums agreed to hereof,
               for a period of time no longer than (i) three  months or (ii) the
               amount of time remaining in the Term.

                  Payments under Section 4.D., with the exception of amounts due
pursuant to Section 4.D(1), are conditioned on the execution by the Executive or
the Executive's  representative of a release of all  employment-related  claims;
provided,  however,  that such release  shall be  contingent  upon the Company's
satisfaction of all terms and conditions of this Section.

     E. Upon voluntary  termination  of employment by the Executive  (other than
for Good Reason as described in Section 4.B.) or  termination by the Company for
Cause,  the Company shall have no further  liability under or in connection with
this Agreement, except to provide the amounts set forth in Section 4.A.


Final Ventura Employment Agreement -- 042809      ____________ Initial

                                       5
<PAGE>

     F. Upon voluntary or involuntary termination of employment of the Executive
for any  reason  whatsoever  or  expiration  of the Term,  the  Executive  shall
continue  to be  subject  to the  provisions  of  Section  5,  hereof  (it being
understood  and agreed that such  provisions  shall survive any  termination  or
expiration of the Executive's employment hereunder for any reason whatsoever).

     5. Confidentiality, Return of Property, and Covenant Not to Compete.

          (1)  Company Information.  The Company agrees that it will provide the
               Executive with  Confidential  Information,  as defined below that
               will enable the  Executive  to optimize  the  performance  of the
               Executive's  duties to the Company.  In exchange,  the  Executive
               agrees  to use  such  Confidential  Information  solely  for  the
               Company's  benefit.  The  Company  and the  Executive  agree  and
               acknowledge that its provision of such  Confidential  Information
               is not contingent on the  Executive's  continued  employment with
               the Company.  Notwithstanding  the preceding  sentence,  upon the
               termination of the  Executive's  employment  for any reason,  the
               Company shall have no  obligation  to provide the Executive  with
               its Confidential  Information.  "Confidential  Information" means
               any  Company  proprietary  information,   technical  data,  trade
               secrets or  know-how,  including,  but not limited to,  research,
               product plans,  products  services,  customer lists and customers
               (including,  but not limited to, customers of the Company on whom
               the Executive called or with whom the Executive became acquainted
               during  the  term  of  the  Executive's   employment),   markets,
               software,   developments,    inventions,   processes,   formulas,
               technology,    designs,    drawings,    engineering,     hardware
               configuration  information,  marketing finances or other business
               information  disclosed  to the  Executive  by the Company  either
               directly  or  indirectly  in  writing,  orally or by  drawings or
               observation of parts or equipment.  Confidential Information does
               not include any of the foregoing  items that have become publicly
               known and made generally available through no wrongful act of the
               Executive or of others who were under confidentiality obligations
               as to the item or items involved or improvements or new versions.

                               The Executive agrees at all times during the Term
                               and thereafter,  to hold in strictest confidence,
                               and not to use, except for the exclusive  benefit
                               of the  Company,  or to disclose to any person or
                               entity without written authorization of the Board
                               of  Directors of the  Company,  any  Confidential
                               Information of the Company.

          (2)  Former Employer  Information.  The Executive  agrees that he will
               not,  during his employment  with the Company,  improperly use or
               disclose  any  proprietary  information  or trade  secrets of any
               former  employer or other person or entity and that the Executive
               will not bring onto the  premises of the Company any  unpublished
               document  or  proprietary   information  belonging  to  any  such
               employer, person or entity unless consented to in writing by such
               employer, person or entity.


Final Ventura Employment Agreement -- 042809      ____________ Initial

                                       6
<PAGE>

          (3)  Third-Party  Information.   The  Executive  recognizes  that  the
               Company has  received  and in the future will  receive from third
               parties their confidential or proprietary  information subject to
               a duty on the Company's part to maintain the  confidentiality  of
               such information and to use it only for certain limited purposes.
               The Executive  shall hold all such  confidential  or  proprietary
               information  in the strictest  confidence  and not disclose it to
               any person or entity or use it except as  necessary  in  carrying
               out the  Executive's  work for the  Company  consistent  with the
               Company's agreement with such third party.

               a.   Returning  Company  Documents.  At the time of  leaving  the
                    employ of the  Company,  the  Executive  will deliver to the
                    Company  (and will not keep in the  Executive's  possession)
                    specifications,  drawings blueprints,  sketches,  materials,
                    equipment,  other documents or property, or reproductions of
                    any aforementioned items developed by the Executive pursuant
                    to the Executive's  employment with the Company or otherwise
                    belonging to the Company, its successors or assigns.

               b.   Notification  of  New  Employer.   In  the  event  that  the
                    Executive  leaves the employ of the Company,  the  Executive
                    hereby grants consent to  notification by the Company to the
                    Executive's  new employer about the  Executive's  rights and
                    obligations under this Agreement.

               c.   Solicitation of Employees.  The Executive  agrees that for a
                    period of twenty-four (24) months immediately  following the
                    termination of the Executive's relationship with the Company
                    for any reason,  the Executive  shall not either directly or
                    indirectly  solicit,  induce or recruit any of the Company's
                    employees  to leave  their  employment,  or take  away  such
                    employees, or attempt to solicit, induce, recruit, encourage
                    or take away employees of the Company, either for himself or
                    for any other person or entity.

               d.   Covenant Not to Compete.

                    (1).  The  Executive  agrees  that  during the course of his
                    employment  and for  twenty-four  (24) months  following the
                    termination of the Executive's relationship with the Company
                    for any reason, the Executive will not compete,  without the
                    prior  written  consent  of  the  Company,   as  a  partner,
                    employee,  consultant,  officer,  director,  manager, agent,
                    associate,  investor, or otherwise,  directly or indirectly,
                    own,  purchase,  organize or take preparatory  steps for the
                    organization of, build,  design,  finance,  acquire,  lease,
                    operate, manage, invest in, work or consult for or otherwise
                    affiliate  with  any  business,   in  competition  with  the
                    Company's   Chinese   communications   business;   provided,
                    however, that the beneficial ownership by Executive of up to
                    5% of the  voting  stock of any  corporation  subject to the
                    periodic  reporting   requirements  of  the  Securities  and

Final Ventura Employment Agreement -- 042809      ____________ Initial


                                       7
<PAGE>

                    Securities  Exchange  Act of 1934  shall  not  violate  this
                    Section  5.  The   foregoing   covenant   shall   cover  the
                    Executive's  activities  in every part of the  Territory  in
                    which the Executive may conduct  business during the term of
                    such covenant as set forth above. "Territory" shall mean the
                    Peoples Republic of China.

                    (2).  The  Executive   acknowledges   that  he  will  derive
                    significant  value from the  Company's  agreement in Section
                    5.A(1) to  provide  the  Executive  with  that  Confidential
                    Information   to  enable  the   Executive  to  optimize  the
                    performance of the  Executive's  duties to the Company.  The
                    Executive  further  acknowledges that his fulfillment of the
                    obligations contained in this Agreement,  including, but not
                    limited to, the Executive's  obligation  neither to disclose
                    nor to use the Company's Confidential Information other than
                    for the  Company's  exclusive  benefit  and the  Executive's
                    obligation not to compete contained in subsection (1) above,
                    is   necessary   to  protect  the   Company's   Confidential
                    Information  and,  consequently,  to preserve  the value and
                    goodwill of the Company.  The Executive further  acknowledge
                    the  time,   geographic   and  scope   limitations   of  the
                    Executive's  obligations  under  subsection  (1)  above  are
                    reasonable,  especially in light of the Company's  desire to
                    protect its Confidential Information, and that the Executive
                    will  not  be  precluded  from  gainful  employment  if  the
                    Executive  is  obligated  not to  compete  with the  Company
                    during the period and  within  the  Territory  as  described
                    above.

                    (3). The covenants  contained in subsection  (1) above shall
                    be construed as a series of separate covenants, one for each
                    city,  county  and  state  of  any  geographic  area  in the
                    Territory.   Except  for  geographic  coverage,   each  such
                    separate  covenant shall be deemed identical in terms to the
                    covenant  contained  in  subsection  (1)  above.  If, in any
                    judicial proceeding,  a court refuses to enforce any of such
                    separate   covenants  (or  any  part  thereof),   then  such
                    unenforceable  covenant  (or such part) shall be  eliminated
                    from this  Agreement  to the extent  necessary to permit the
                    remaining  separate  covenants  (or portions  thereof) to be
                    enforced.  In the event the  provisions  of  subsection  (1)
                    above are  deemed to exceed  the time,  geographic  or scope
                    limitations  permitted by Nevada law,  then such  provisions
                    shall be reformed to the maximum  time,  geographic or scope
                    limitations, as the case may be, then permitted by such law.

               e.   Representations.  The Executive agrees to execute any proper
                    oath or verify any proper document required to carry out the
                    terms of this Agreement.  The Executive  represents that his
                    performance  of all the  terms  of this  Agreement  will not
                    breach  any  agreement  to  keep in  confidence  proprietary
                    information  acquired by the  Executive in  confidence or in
                    trust prior to the  Executive's  employment  by the Company.
                    The Executive has not entered into, and the Executive agrees
                    that he will not enter into,  any oral or written  agreement
                    in conflict herewith.


Final Ventura Employment Agreement -- 042809      ____________ Initial

                                       8
<PAGE>

     6. Arbitration.  Any dispute or controversy  arising under or in connection
with this  Agreement  (other  than any  dispute or  controversy  arising  from a
violation or alleged  violation by the Executive of the provisions of Section 5)
shall be settled  exclusively  by final and binding  arbitration in Kansas City,
Missouri,  in accordance with the Employment  Arbitration  Rules of the American
Arbitration  Association  ("AAA").  The  arbitrator  shall be selected by mutual
agreement of the parties,  if possible.  If the parties fail to reach  agreement
upon  appointment of an arbitrator  within thirty days following  receipt by one
party of the other party's notice of desire to arbitrate,  the arbitrator  shall
be  selected  from a panel or  panels  of  persons  submitted  by the  AAA.  The
selection  process  shall  be that  which  is set  forth  in the AAA  Employment
Arbitration Rules then prevailing, except that, if the parties fail to select an
arbitrator  from one or more  panels,  AAA  shall  not have the power to make an
appointment but shall continue to submit  additional  panels until an arbitrator
has been selected.  This  agreement to arbitrate  shall not preclude the parties
from engaging in voluntary,  non-binding settlement efforts including mediation.
7. Notices All notices and other  communications  hereunder  shall be in writing
and shall be given (and shall be deemed to have been duly given upon receipt) by
delivery in person,  by registered or certified mail (return  receipt  requested
and with postage prepaid thereon) or by facsimile transmission to the respective
parties.


                 China Wi-Max Communications, Inc.

                 Steven T. Berman, President
                 Denver Tower 1905 Sherman St. Suite 335, Denver, CO  80203
                 cc:  Allan Rabinoff,  Chairman of the Board

                 If  to Executive:

                 Frank R. Ventura
                 9993 Mackey Circle, Overland Park, Kansas  66212


         7. Amendment; Waiver. The terms and provisions of this Agreement may be
modified or amended only by a written instrument executed by each of the parties
hereto,  and compliance with the terms and provisions  hereof may be waived only
by a written instrument executed by each party entitled to the benefits thereof.
No failure or delay on the part of any party in exercising  any right,  power or
privilege  granted  hereunder shall  constitute a waiver thereof,  nor shall any
single or partial  exercise of any such right,  power or privilege  preclude any
other or further exercise  thereof or the exercise of any other right,  power or
privilege granted hereunder.

     8. Entire  Agreement.  This  Agreement  and all  Exhibits  attached  hereto
constitute the entire agreement  between the parties with respect to the subject
matter  hereof  and   supersede   all  prior  written  or  oral   agreements  or
understandings between the parties relating thereto.

     9. Severability.  In the event that any term or provision of this Agreement
is found to be invalid,  illegal or  unenforceable,  the validity,  legality and
enforceability  of the remaining terms and provisions hereof shall not be in any
way affected or impaired  thereby,  and this Agreement  shall be construed as if


Final Ventura Employment Agreement -- 042809      ____________ Initial

                                       9
<PAGE>

such  invalid,  illegal or  unenforceable  provision  had never  been  contained
therein.

     10. Binding  Effect;  Assignment.  This Agreement shall be binding upon and
inure to the benefit of the parties and their respective  successors and assigns
(it being  understood  and agreed  that,  except as expressly  provided  herein,
nothing  contained in this Agreement is intended to confer upon any other person
or entity any rights, benefits or remedies of any kind or character whatsoever).
The Executive may not assign this Agreement without the prior written consent of
the Company.  Except as otherwise  provided in this  Agreement,  the Company may
assign this Agreement to any of its  affiliates or to any successor  (whether by
operation of law or otherwise) to all or  substantially  all of its business and
assets  without the consent of the  Executive.  For purposes of this  Agreement,
"affiliate"  means any entity in which the Company owns shares or other  measure
of ownership representing at least 40% of the voting power or equivalent measure
of control of such entity.

     11.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of Colorado  (except that no effect shall
be given to any  conflicts  of law  principles  thereof  that would  require the
application of the laws of another jurisdiction).

     12. Headings.  The headings of the sections contained in this Agreement are
for convenience only and shall not be deemed to control or affect the meaning or
construction of any provision of this Agreement.

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

                  IN WITNESS  THEREOF,  the Company has caused this Agreement to
be executed by its duly  authorized  officer and the  Executive  has signed this
Agreement as of the Effective Date.

                                       CHINA WI MAX COMMUNICATIONS, INC.



                                       -----------------------------------------
                                       By: Steven T. Berman, President


                                       EXECUTIVE



                                       -----------------------------------------
                                       Frank R. Ventura


Final Ventura Employment Agreement -- 042809      ____________ Initial


                                       10
<PAGE>


                                                                       Exhibit A

                      Frank Ventura -- Initial Option Award

I. Options.  Company will grant  Executive a signing bonus of 50,000  options to
purchase of Company common stock, based on the fair market value as of the grant
date, which shall be the date of execution of this Agreement.

     A.   Fair market value shall be $0.25 per share, the price set forth in the
          first-round private placement.

     B.   Options will have a term of 3 years.

     D.   Company will register the shares  subject to the option on Form S-8 or
          such  other  form as may be  available,  and shall  provide a cashless
          exercise procedure.

II.      Change in Control.

     A.   In the event of a Change in  Control,  Company  will pay  Executive  a
          gross-up  payment  to cover the  excise  tax,  if any,  imposed  under
          Section 4999 of the Internal  Revenue Code in  connection  with excess
          parachute  payments as defined in Section 280G of the Internal Revenue
          Code.

     B.   For  purpose  of the  options,  "Change  in  Control"  means:  (a) the
          consummation of a merger or  consolidation of the Company with or into
          another entity or any other transaction, where the stockholders of the
          Company  immediately  prior  to such  merger,  consolidation  or other
          transaction  own or beneficially  own  immediately  after such merger,
          consolidation  or other  transaction less than 50% of the voting power
          of the  outstanding  securities  of  each  of (i)  the  continuing  or
          surviving entity and (ii) any direct or indirect parent entity of such
          continuing  or  surviving  entity;  (b) the  sale,  transfer  or other
          disposition of all or  substantially  all of the Company's assets to a
          Person  which  is  not  owned  or  controlled  by the  Company  or its
          stockholders  immediately  prior  to  such  sale,  transfer  or  other
          disposition; (c) individuals who, 30 days following the effective date
          of this Agreement,  constitute the Board (the "Incumbent Board") cease
          for any  reason  to  constitute  at  least a  majority  of the  Board;
          provided,  however, that any individual becoming a director thereafter
          whose   election,   or  nomination   for  election  by  the  Company's
          shareholders,  was  approved  by a vote of at least a majority  of the
          directors then  comprising the Incumbent  Board shall be considered as
          though such  individual  were a member of the Incumbent  Board; or (d)
          any  transaction  as a result of which any  Person is the  "Beneficial
          Owner" (as defined in Rule 13d-3 under the Exchange Act),  directly or
          indirectly,  of securities of the Company representing at least 50% of
          the total voting power  represented by the Company's then  outstanding
          voting  securities.  For  purposes  of this  definition  of  Change in
          Control,  the term "Persons" means, acting individually or as a group,
          an   individual  or  a   corporation,   Limited   Liability   Company,
          partnership,   joint  venture,  trust,  unincorporated   organization,
          association,  government  agency or political  subdivision  thereof or
          other entity.


Final Ventura Employment Agreement -- 042809      ____________ Initial

                                       11