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                                                                    Exhibit 4.2

                              EMPLOYMENT AGREEMENT



THIS  AGREEMENT  is  made  by  and  between  MicroSignal,  Inc.,  a Pennsylvania
corporation,  with  its principal place of business at 345 Southpointe Boulevard
Suite  110,  Canonsburg,  Pennsylvania  (hereinafter  "Company")  and  Matthew
McConaghy,  hereinafter  ("Executive"),  to be effective as of July 1, 2002 (the
"Effective  Date").

WHEREAS,  the Executive's services are critical to the successful realization of
the  Company's  current  corporate  goals  and  objectives;  and

WHEREAS,  the  Company has determined that its interests would best be served by
having  the  Executive  to  be  employed  by  Company  and  to  discharge  his
responsibilities  in  the  best  interests  of  the  Company.

NOW,  THEREFORE,  in  consideration of the mutual promises contained herein, and
intending  to  be legally bound, the Company and the Executive agree as follows:

1.1     EMPLOYMENT

     The  Company hereby employs the Executive, and the Executive hereby accepts
employment  by  the  Company,  upon  the  terms and conditions set forth in this
Agreement.

1.2     TERM

     Subject  to  the  provisions  of  Section  5,  the  term of the Executive's
employment  under  this  Agreement will be two years, beginning on the Effective
Date  and  ending  on  the  second  anniversary  of  the  Effective Date, unless
terminated  as  provided  herein,  and  continuing  annually  thereafter, unless
Executive  elects  not  to  renew  his employment, by providing ninety (90) days
written  notice  before  such  anniversary  of  his  intention  not  to  renew.

1.3     DUTIES

     (A)  The  Executive  will  have such duties as are assigned or delegated to
the  Executive  by  the  Board  of  Directors, and will serve as Chief Executive
Officer  and  President  of  the  Company  for the initial two year term of this
Agreement.

     (B)  Executive's  duties  shall  include overall direction and focus of the
Company;  technical  and  sales  issues.

     (C)  The  Executive  will  devote his time, attention, skill, and energy to
the  business of the Company, will use his efforts to promote the success of the
Company's  business, and will cooperate fully with the Board of Directors in the
advancement  of  the  best  interests  of  the  Company.

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     (D)  Nothing  in this Section 1.3, however, will prevent the Executive from
engaging  in  additional  activities  in  connection  with personal investments,
community  and  professional  affairs  that  are  not  inconsistent  with  the
Executive's  duties  under  this  Agreement.

     (E)  If  the  Executive  is  a  director of the Company or as a director or
officer  of any of its affiliates, the Executive will fulfill his duties as such
director  or  officer  without  additional  compensation.

2.1     BASIC  COMPENSATION

     (A)     Salary.     The  Executive  will  be  paid  an  annual  salary  of
$90,000.00,  for  the  first  year  and $100,000 for the second year, subject to
adjustment as provided below (the "Base Salary"), which will be payable in equal
periodic  installments  according  to the Company's customary payroll practices,
but  no  less frequently than monthly.  The Salary will be reviewed by the Board
of Directors no less frequently than annually, and may be adjusted upward in the
sole  discretion  of  the Board of Directors, but in no event will the Salary be
less  than  $90,000.00  per  year.

     (B)     Benefits.     The Executive will, during his employment by Company,
be  permitted  to participate in such pension, profit sharing, bonus, incentive,
deferred compensation, life insurance of at least $1.5 million, hospitalization,
major  medical,  dental, long term disability providing at least 60% Base Salary
replacement  through age 65 and other employee benefit plans of the Company that
may  be  in  effect  from  time to time, to the extent the Executive is eligible
under  the  terms  of  those  plans,  and  for this purpose, if the Executive is
otherwise  eligible  to  participate  in  one or more plans or programs in which
participation  is  in  the  Company's discretion, the Executive shall not become
ineligible  to  participate in any such plan or program because of the Company's
exercise of its discretion (collectively, the "Benefits").  Further, the Company
shall  maintain  directors  and  officers liability insurance and advance to the
Executive  the  costs  of defense of any lawsuit against him with respect to his
service  as  director  or  officer.  All  business  expenses shall be reimbursed
within  30  days,  Company  shall  provide Executive a Company credit card.  The
Company  shall  pay Executive's legal fees to negotiate employment documents and
to  enforce  his  rights  unless  in  bad  faith.

     (C)     Stock.     Company  shall  award Executive 200,000 shares of common
stock.  If,  after  the  Effective Date, the Company issues any stock, common or
preferred,  or  if  any  stock  is  purchased as the result of the exercise of a
warrant,  Executive  shall  be  paid  stock to establish or preserve Executive's
ownership  of the Company such that the Executive's ownership can not be diluted
at  a  rate  which  is  more  than  any  shareholder.

2.2     INCENTIVE  COMPENSATION

     (A)  As  additional  compensation  (the  "Incentive  Compensation") for the
services to be rendered by the Executive pursuant to this Agreement, the Company
will  pay  the Executive with respect to each fiscal year during the Executive's
employment,  commencing  on  the  Effective  Date, an amount equal to 35 percent

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(35%)  of  the Executive's then current Base Salary and 100,000 shares of common
stock  for  each  $2,000,000  of  gross  sales.  Additionally,  the  Company
periodically  shall  issue  to Executive 100,000 shares worth of common stock as
incentive  compensation  for achievement of recognized milestones.  Further, the
Company  agrees  to  continue  negotiating  with  Executive  a  bonus  Incentive
Compensation (section 2.2) package, and have it amended to said contract, with a
deadline  of  no  later  than  November  29,  2002.

     (B)     The  Company  will  cause  to  be  prepared, at its own expense and
within  a reasonable period of time after the end of each fiscal year during the
term  of  this  Agreement,  unaudited financial statements showing the Company's
gross  sales  as provided above.  Subject to Section 6 below, the Executive will
be  paid the Incentive Compensation within one month after the end of the fiscal
year  to  which the Incentive Compensation relates.  If the Executive dies while
eligible  to  receive said retention bonus, payment shall be made to his estate.

3.1     GENERAL

     The  Company  will furnish the Executive office space, equipment, supplies,
and  such  other  facilities  and  personnel,  as the Company deems necessary or
appropriate  for the performance of the Executive's duties under this Agreement.
The  Company  will  pay  the Executive's dues in such professional societies and
organizations  as  the  Chairman of the Board deems appropriate, and will pay on
behalf  of  the  Executive  (or reimburse the Executive for) reasonable expenses
incurred by the Executive at the request of, or on behalf of, the Company in the
performance  of  the  Executive's  duties  pursuant  to  this  Agreement, and in
accordance with the Company's employment policies, including reasonable expenses
incurred by the Executive in attending conventions, seminars, and other business
meetings,  in appropriate business entertainment activities, and for promotional
expenses.  The Executive must file expense reports with respect to such expenses
in  accordance  with the Company's policies.  Further, the Company shall provide
Executive  a  Company  car  of  Executive's  choosing  and  shall  remit  to him
$750/month  for  vehicular  expenses  including,  lease  payments,  insurance,
maintenance  and  gasoline.

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4.1     VACATIONS  AND  HOLIDAYS

     The  Executive  will be entitled to three weeks paid vacation each calendar
year  in  accordance with the vacation policies of the Company in effect for its
executive  officers  from  time to time.  The Executive will also be entitled to
the  paid  holidays  and  other  paid leave set forth in the Company's policies.
Vacation  days  and  holidays  during  any  fiscal year that are not used by the
Executive  during  such  Fiscal  Year may be used in any subsequent fiscal year.

5.1     EVENTS  OF  TERMINATION

     The  Executive's  employment,  the  Executive's  Basic  Compensation  and
Incentive Compensation, and any and all other rights of the Executive under this
Agreement  or  otherwise as an employee of the Company will terminate (except as
otherwise  provided  in  this  Section  5):

     (A)     upon  the  death  of  the  Executive;

     (B)     upon  the  disability  of the Executive (as defined in Section 5.2)
upon  not  less  than thirty days' prior written notice from either party to the
other  provided,  however,  that  nothing  herein  shall  constitute a waiver of
Executive's  rights  under  any  State or Federal law governing the treatment of
persons  with  a  disability;

     (C)     for  cause  (as  defined in Section 5.3), upon not less than thirty
days'  prior  written notice from the Company to the Executive, or at such later
time  as  such  notice  may  specify;  or

     (D)     for  good  reason  (as  defined  in Section 5.4) upon not less than
thirty  days'  prior  notice  from  the  Executive  to  the  Company.

5.2     DEFINITION  OF  DISABILITY

     For  purposes  of  Section  5.1,  the  Executive  will  be deemed to have a
"disability"  if,  for  physical  or  mental reasons, the Executive is unable to
perform  the  Executive's  duties  under this Agreement for 180 consecutive days
during  any  twelve-month  period, as determined in accordance with this Section
5.2.  The  disability  of  the  Executive will be determined by a medical doctor
selected  by written agreement of the Company and the Executive upon the request
of either party by notice to the other.  If the Company and the Executive cannot
agree  on  the selection of a medical doctor, each of them will select a medical
doctor  and  the two medical doctors will select a third medical doctor who will
determine  whether  the  Executive  has  a disability.  The determination of the
medical  doctor selected under this Section 5.2 will be binding on both parties.
If  the  Executive  is  not legally competent, the Executive's legal guardian or
duly  authorized  attorney-in-fact will act in the Executive's stead, under this
Section  5.2,  for the purposes of submitting the Executive to the examinations,
and  providing the authorization of disclosure, required under this Section 5.2.

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If  the  Company's  disability  insurance  policy  shall certify the Executive's
condition  as  a  disability,  then  any  determination  under  this  Section
notwithstanding,  the  Executive shall have a right to elect to have a condition
declared  a  disability.

5.3     DEFINITION  OF  "FOR  CAUSE"

     (A)  For  purposes  of  Section  5.1,  the  phrase  "for  cause"  means:

     (i)  willful  or  gross  misconduct  or  willful or gross negligence in the
          performance  of  his  duties  for  the  Company;

     (ii) the intentional or habitual neglect of his duties for the Company (not
          resulting  from  physical  or  mental  incapacity);

     (iii)the  theft  or  misappropriation  of  Company  funds;  or

     (iv) the  conviction  of  a  felony.

     (B)  Notwithstanding  Section  5.3(A),  if the act or failure to act giving
rise  to the Executive's termination of employment pursuant to Section 5.3(A)(i)
or  (A)(ii)  above  is  reasonably  capable  of being cured by the Executive, no
termination  of  the  Executive's  employment  with  the  Company  shall  be  a
termination  for  cause  unless  the  Company  provides  written  notice  to the
Executive of said act or failure to act and the Executive fails to cure said act
or  failure  to  act  within  thirty  (30)  days  of  said  notice.

5.4     DEFINITION  OF  "FOR  GOOD  REASON"

     For  purposes of Section 5.1, the phrase "for good reason" means any of the
following:

     (A)  the  Company's  material  breach  of  this  Agreement;

     (B)  the  assignment  of  the  Executive without his consent to a position,
responsibilities,  or  duties  of  a  materially  lesser  status  or  degree  of
responsibility  than  his position, responsibilities, or duties at the Effective
Date;

     (C)  the  relocation  of  the Company's principal executive offices outside
the  metropolitan  Pittsburgh  area  without  the  Executive's  consent;  or

     (D)  the  requirement  by  the Company that the Executive be based anywhere
other  than  the  Company's principal executive offices, without the Executive's
consent.

5.5     TERMINATION  PAY

     Effective  upon  the  termination  of  this  Agreement, the Company will be
obligated  to  pay  the Executive (or, in the event of his death, his designated

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beneficiary  as  defined below) such compensation as is provided in this Section
5.5.  For  purposes  of this Section 5.5, the Executive's designated beneficiary
will  be  such  individual beneficiary or trust, located at such address, as the
Executive  may  designate  by notice to the Company from time to time or, if the
Executive  fails  to  give  notice  to  the  Company  of such a beneficiary, the
Executive's  estate.

     (A)     Termination  by the Executive for Good Reason.     If the Executive
terminates  this  Agreement for good reason, the Company will pay the Executive:

     (i)  three  times the Executive's annual rate of base salary as of the date
     of  his  termination  of  employment  with  the  Company (but not less than
     $270,000,  i.e.,  three  times  his  annual  rate  of base salary as of the
     Effective  Date);  plus

     (ii) three times the average cash distribution received by the Executive as
     Incentive  Compensation  for  the  last  three  (3)  calendar  years of his
     employment  with  the  Company, or if three years have not transpired since
     the  Effective  Date,  three times the average of all disbursements made to
     Executive  as  Incentive  Compensation;  plus

     (iii)  any  amount  forfeited  by  the Executive under the Company's profit
     sharing  or  bonus  plans.

     Such payment shall be paid to the Executive in a single cash payment on the
     first  day of the calendar month next following his eligible termination of
     employment.  If  the  Executive  dies  while  eligible to receive said such
     payment,  payment  shall  be  made  to  his  estate.

     (B)     Termination by the Company for Cause.     If the Company terminates
this  Agreement  for cause, the Executive will be entitled to receive his Salary
only through the date such termination is effective, but will not be entitled to
any  Incentive  Compensation  for  the fiscal year during which such termination
occurs  or  any  subsequent  Fiscal  Year.

     (C)     Termination upon Disability.     If this Agreement is terminated by
either  party  as  a  result  of the Executive's disability, as determined under
Section 5.2, the Company will pay the Executive his Salary through the remainder
of  the  calendar month during which such termination is effective, or until the
Executive  is  entitled  to  disability  payments,  whichever  is  longer.

     (D)     Termination upon Death.     If this Agreement is terminated because
of  the  Executive's death, the Executive will be entitled to receive his Salary
through  the  end of the calendar month in which his death occurs, and that part
of  the  Executive's  Incentive Compensation, if any, for the fiscal year during
which  his  death  occurs, prorated through the end of the calendar month during
which  his  death  occurs.

     (E)     Benefits.     If  the  Executive's  employment  with the Company is
involuntarily  terminated  by the Company, for any reason other than termination
for  just  cause, or if Executive terminates his employment for good reason, the
Executive  shall  be  entitled  to  the  following:

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          (i)  continued  coverage  after  such termination of employment, at no
          direct  cost  to  the  Executive,  under  the  Company's  health plans
          (including  any  dental plans) for the Company's salaried employees as
          are  in  effect  on  the date of such termination of employment (or as
          they  may  be  amended  from  time to time by the Company for all such
          salaried  employees) until the earlier of two (2) years following such
          termination  or  his commencement of employment with another employer;
          provided,  however,  that  in  lieu  of  such  continued coverage, the
          Company,  in  its  sole  discretion  and  with thirty (30) day's prior
          written  notice  to  the Executive, may make a monthly cash payment to
          the  Executive  which  is equal to the value of such coverage for such
          month  for  the period ending two (2) years following such termination
          or  his commencement of employment with another employer, whichever is
          earlier;

          (ii)  maintenance  of  the  Company's keyman insurance policies on the
          Executive  and conversion of the beneficiary of such policies from the
          Company  to  a  beneficiary  of  Executive's  designation;  and

          (ii) outplacement counseling, at no direct cost to the Executive, with
          a  party mutually agreeable to the Executive and the Company, to begin
          within  one (1) month from the date of such termination of employment.

     (F)     Golden  Parachute.     Notwithstanding anything to the contrary, if
all  or  any  portion  of  the payments or entitlement provided to the Executive
pursuant  to  this  Agreement,  either  alone or together with other payments or
entitlement which the Executive has the right to receive from the Company, would
constitute  a parachute payment within the meaning of the Internal Revenue Code,
then  the  amount  of  the  payments  or  entitlement  under  this Agreement, or
otherwise provided to the Executive, shall be reduced to the extent necessary so
that  no  portion thereof shall be subject to the excise tax imposed by Internal
Revenue  Code.  The  determination  of any reduction to be made pursuant to this
Section  5.5  shall  be made by the accounting firm that serves as the Company's
principal  independent  auditors at the time the Executive's employment with the
Company  terminates  or  by  any  public accounting firm of national recognition
mutually  selected  by  the  Executive  and  the  Company.


5.6  SUCCESSOR  COMPANY

     (A)  This  Section  shall  apply  in  lieu  of Sections 1 through 4 of this
Agreement  if:

               (i)  the assets of the Company are sold within two years from the
          Effective  Date;

               (ii) the Company determines its interests would best be served by
          the  Executive's  employment  with  the  purchaser of said assets; and

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               (iii)  the  Executive  is  offered a position with said purchaser
          which  is  substantially  similar in scope, responsibility, and direct
          compensation to his position with the Company as of the Effective date
          and  its  work  location  is  within the metropolitan Pittsburgh area.

     (B)  If  the  Executive  accepts employment with said purchaser pursuant to
Section  5.6(A)  above, the Company shall issue the Executive the payment in the
amount  and  manner  set  forth  in  Section  5.5(A) of this Agreement and shall
continue  benefits  in  accordance  with  Section  5.5(E)  if:

               (i)  the Executive's employment with said purchaser is terminated
          before two (2) years from the Effective Date by said purchaser for any
          reason  other  than  termination  for  cause;  or

               (ii)  the  Executive's  position with said purchaser ceases to be
          substantially  similar  in scope, responsibility, or base compensation
          to  his  position  with  the  Company as of the Effective Date and the
          Executive  voluntarily  terminates  his  employment with the purchaser
          within  sixty  (60)  days  of  said  event;  or

               (iii)  said  purchaser moves the Executive's work location out of
          the  metropolitan  Pittsburgh  area  and  the  Executive  voluntarily
          terminates his employment with the purchaser within sixty (60) days of
          said  event.

     (C) For purposes of Section (B) above, the term termination for cause shall
have  the  same  meaning  as  under Section 5.3 of this Agreement, but with said
purchaser  substituted  for  Company  hereunder.

6.1     CONFIDENTIALITY

     During  employment,  the  Executive shall not disclose to anyone outside of
the  Company, or not designated by it, any secret or confidential information or
data  relating  to  the  Company  and  its business that is not public knowledge
(excluding  such  information that became generally available to the public as a
result  of  a disclosure by the Executive) unless such disclosure is made in the
ordinary  course  of  performing  his  duties with the Company, is made with the
express  written  consent  of the Company, or is ordered by a court of competent
jurisdiction.

7.1     BINDING  EFFECT

     (A)  This  Agreement  shall  inure  to the benefit of, and shall be binding
upon,  the  parties  hereto and their respective successors, assigns, heirs, and
legal  representatives, including any entity with which the Company may merge or
consolidate  or  to  which  all  or  substantially  all  of  its  assets  may be
transferred.

     (B)  The  Company  shall  require  any  successor of the Company (direct or
indirect,  by consolidation, liquidation, purchase of securities, acquisition of
assets,  or  otherwise)  to  expressly  assume  and  perform  the  Company's
responsibilities  and  liability  hereunder  to the same extent that the Company
would  have  been  required  to  perform  if  no  succession  had  taken  place.

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7.2     NOTICES

     All  notices,  consents,  waivers,  and  other  communications  under  this
Agreement must be in writing and will be deemed to have been duly given when (a)
delivered  by hand (with written confirmation of receipt), (b) sent by facsimile
(with  written  confirmation  of  receipt),  provided  that  a copy is mailed by
registered  mail,  return  receipt  requested,  or  (c)  when  received  by  the
addressee,  if  sent  by  a  nationally  recognized  overnight  delivery service
(receipt  requested),  in  each  case to the appropriate addresses and facsimile
numbers  set  forth below (or to such other addresses and facsimile numbers as a
party  may  designate  by  notice  to  the  other  parties):

     If  to  Company:    George  C.  Parks
                         831  W.  North  Ave.
                         Pittsburgh,  PA  15233-1689
                         Attention:  George  C.  Parks
                         Facsimile  No.:  412-231-4456


     If tothe Executive: Matthew  G.  McConaghy
                         305  Doubletree  Drive
                         Venetia,  PA  15367
                         Attention:  Matthew  G.  McConaghy
                         Facsimile  No.:  724-969-0991


     Copy  To:           Parrish  Law  Offices
                         Debra  M.  Parrish
                         615  Washington  Road  Ste  200
                         Mt.  Lebanon,  PA  15228-1909
                         412-561-6250  ofc.
                         412-561-6253  fax


     Copy  To:           Mintz  &  Fraade,  P.C.
                         Fred  Mintz
                         488  Madison  Avenue
                         New  York,  NY  10022
                         212-486-2500  ofc.
                         212-486-0701  fax


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7.3     ENTIRE  AGREEMENT:  AMENDMENTS

     This  Agreement  contains  the  entire  agreement  between the parties with
respect  to  the  subject  matter hereof and supersedes all prior agreements and
understandings,  oral or written, between the parties hereto with respect to the
subject matter hereof.  This Agreement may not be amended orally, but only by an
agreement  in  writing  signed  by  the  parties  hereto.

7.4     GOVERNING  LAW

     This  Agreement  will  be  governed  by  the  laws  of  the Commonwealth of
Pennsylvania  without  regard  to  conflicts  of  laws  principles.

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7.5     DISPUTES

     (A)     Any  dispute,  controversy  or  claim arising out of or relating to
this  Agreement  or  to  any  breach  or  alleged breach thereof, shall upon the
request  of  the  Executive,  be  submitted  to  binding  arbitration  in  the
Commonwealth  of  Pennsylvania  pursuant  to  the  rules  then  in effect of the
American  Arbitration  Association,  before a panel of three arbitrators, one of
whom  shall be selected by the corporation, the second of whom shall be selected
by the indemnified representative and the third of whom shall be selected by the
other  two  arbitrators  (or  at  any  other  place  or  under any other form of
arbitration  mutually  acceptable  to the Executive and the Company).  Any award
rendered shall be final and conclusive upon the Executive and the Company, and a
judgment  may  be  entered  by  the  courts of the Commonwealth of Pennsylvania.

     (B)  If  the Executive is successful, in whole or in part, in enforcing his
rights  under  the Agreement, the Company shall pay reasonable attorney fees and
costs  incurred  by  the  Executive  in  enforcing such rights.  The expenses of
arbitration,  other  than  attorney  fees  and  costs  incurred by the Executive
(unless  the  Executive  is  successful),  shall  be  paid  by  the  Company.

7.6     SECTION  HEADINGS,  CONSTRUCTION

     The  headings  of  Sections  in this Agreement are provided for convenience
only  and will not affect its construction or interpretation.  All references to
"Section"  or  "Sections" refer to the corresponding Section or Sections of this
Agreement  unless otherwise specified.  All words used in this Agreement will be
construed  to be of such gender or number, as the circumstances require.  Unless
otherwise  expressly provided, the word "including" does not limit the preceding
words  or  terms.

7.7     SEVERABILITY

     If  any provision of this Agreement is held invalid or unenforceable by any
court  of  competent  jurisdiction,  the other provisions of this Agreement will
remain  in full force and effect.  Any provisions of this Agreement held invalid
or  unenforceable only in part or degree will remain in full force and effect to
the  extent  not  held  invalid  or  unenforceable.

7.8     ASSIGNMENT

     (A)  The  Executive's  and  his beneficiary's rights and interest hereunder
shall  not  be  assignable  (in  law  or  equity)  or  subject  to any manner of
alienation,  sale,  transfer,  claims  of  creditors,  pledge,  attachment,
garnishment, levy, execution, or encumbrances of any kind, and any attempt to do
so  shall  be  void.

     (B)  Any  assignment  of  the  Company's  responsibilities  and  liability
hereunder  shall  not  relieve the Company of its responsibilities and liability
hereunder.

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7.9.     WITHHOLDING

     All  amounts  payable  hereunder  shall be subject to withholding for taxes
(federal,  state,  and  local)  to  the  extent  required  by  applicable  law.

7.10     WAIVERS

     The  Executive's  or the Company's failure to insist upon strict compliance
with  any provision of this Agreement shall not be deemed to be a waiver of such
provision.  Any waiver of any provision of this Agreement shall not be deemed to
be  a  waiver of any other provision, and any waiver of default in any provision
of  this  Agreement  shall  not  be  deemed to be a waiver of any later default.

7.11     COUNTERPARTS

     This  Agreement  may be executed in one or more counterparts, each of which
will  be  deemed to be an original copy of this Agreement and all of which, when
taken  together,  will  be  deemed  to  constitute  one  and the same agreement.

     IN  WITNESS WHEREOF, the parties have executed and delivered this Agreement
as  of  the  date  first  written  above.

Company:                         EXECUTIVE:

By:______________________________     By:________________________________


44915.6


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