Exhibit 10.2

                              EMPLOYMENT AGREEMENT

         AGREEMENT, made and entered into as of January 1, 2000 between
Inter-Con/PC, Inc. a Minnesota Corporation ( the "Company") and Michael P.
Ferderer ("Employee").

         A. The Company is primarily engaged in the busines of developing,
            manufacturing and marketing Internet/Set Top Box Technology and
            Internet service development and marketing.

         B. The Company desires to employ Employee in the capacity of Chief
            Executive Officer,

         C. Employee desires to be employed by the company as the Chief
            Executive Officer,

         D. During his employment, Employee will have acces o and learn the
            Company's valuable and confidential information.

         In consideration of the following, of the mutual promises herein
contained, and of other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:


1.       DEFINITIONS

1.01 The following terms shall have the meanings shown when used in this
Agreement:

         (a)      "Confidential Information" means any informatio that is not
                  generally known of publicly disclosed by the Company relating
                  to the Company's existing of reasonably foreseeable business,
                  such as information relating to business methods, personnel
                  data, products and services, suppliers, customers, marketing
                  and merchandising proposals and techniques, billing and
                  pricing procedures, financial information, trade secrets,
                  processes, discoveries, ideas, compilations, inventions, and
                  other information and improvements related to the Company's
                  business.

         (b)      "Conflicting Products" means any product, process or service
                  of any person or organization at any time in existence or
                  under development which is the same as or similar to or
                  competes (separately or as a component of a competing product)
                  with a product, process, or service which the company markets
                  or is developing to market, or about which the Employee has
                  acquired Confidential Information. The Company acknowledges
                  and agrees that the products and services provided by MPF,
                  Inc. or any of its successors or assigns, are not Conflicting
                  Products.

         (c)      "Conflicting Organization" means any person (including
                  Employee) or organization which at any time now or in the
                  future is engaged in, or about to become engaged in, the
                  development, marketing, advertising, or selling of Conflicting
                  Products or which otherwise engages in activities similar to
                  those activities in which the Company was engaged or preparing
                  to engage during Employee's employment. The Company
                  acknowledges and agrees that MPF, Inc. or any of its
                  successors or assigns is not a "Conflicting Organization."

         (d)      "Company" means the Company, its present or future subsidiary
                  or affiliated companies, or their successors and assigns.



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         (e)      "Inventions" means discoveries, improvements an ideas (whether
                  or not shown or described in writing or reduced to practice),
                  and works of authorship (including but not limited to
                  documents, drawings, manuscripts, text, art work, photographs,
                  motion pictures, video programs, computer software, mask
                  works, sound recordings, and similar property and works),
                  whether or not patentable, registerable, or copyrightable.

2. EMPLOYMENT

2.01     During the Employment Term the Company hereby employs Employee as the
         Chief Executive Officer of the Company, with the duties,
         responsibilities, and powers associated with said title as commonly
         understood in the Minnesota business community.

2.02     Employee covenants and agrees that, at all times during the term of
         this Agreement, Employee, except as provided below, shall devote all of
         his efforts to his duties as an employee of the Company. Employee
         further covenants and agrees that he will not, directly or indirectly,
         engage or participate in any activities at any time during the term of
         this agreement in conflict with this Agreement in conflict with the
         best interests of the Company. Notwithstanding the foregoing, Employee
         warrants and Company acknowledges, that Employee is currently the sole
         owner of MPF, Inc. (which offers the products and services described in
         the attached Exhibit A) and agrees that Employee may continue to
         consult with MPF, Inc. or any of its successors, assigns, and
         affiliates, in these matters, provided that such consulting duties and
         responsibilities do not materially detract from his duties as an
         employee of the Company, and provided further that such consulting
         duties will be only to facilitate the network feasibility for the
         company. The Company also acknowledges and agrees that the foregoing
         activities are not "in conflict" with the best interests of the
         company.

3.0 COMPENSATION AND BENEFITS

3.01     Employee shall be paid a base salary at an annual rate o one hundred
         ten thousand dollars ($100,000.00) ("Base Salary"). The Base Salary is
         payable in convenient installments but not less frequently than
         semi-monthly. The Employee's Base salary may be increased, but not
         decreased from time to time by the Board of Directors of the Company in
         its sole discretion, and the Company, in determining whether or not to
         adjust the Base Salary, shall be entitled (but not obligated) to
         consider among other things, (i) whether Employee's Base Salary is
         consistent with salaries of similarly situated employees and third
         parties, and (ii) the recommendation of any professional compensation
         consultants who may be hired by the Company.

3.02     In addition to the Base Salary, Employee may receive suc discretionary
         bonuses, as the Company shall determine form time to time.

3.03     Employee shall be entitled to participate in such benefi plans as may
         be provided by the company form time to time, including but not limited
         to health and dental insurance, 401K plan, and key person life
         insurance, and to such holidays and vacations as are consistent with
         company policies.

3.04     The Company shall reimburse Employee in arrears on vouchers for out of
         pocket expenses incurred by Employee in connection with the business of
         the Company, including travel and entertainment, consistent with the
         policies established by the Company from time to time.

3.05     Employee shall receive, each month during the Employment Term (i)
         reimbursement for business mileage charges at the rate approved from
         time to time by the Internal Revenue Service (IRS); and (ii) a mobile
         (cellular or PCS) phone allowance equal to the monthly access charge
         and reimbursement for business calls made thereon by Employee.

4.0 TERM: TERMINATION




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4.01     Subject to the terms and conditions herein, Employee's employment with
         the Company shall be for a term (the "Employment Term") commencing on
         January 1, 2000 and terminating on December 31, 2005.

4.02     Subject to compliance with section 4.02(e) and the notic provisions
         contained in Sections 4.02(a) and 4.02(d), the Company may only
         terminate Employee's employment prior to the end of the Employment Term
         for "cause." Termination for "cause" shall be immediate. As used
         herein, the term "cause" shall mean:

         (a)      Employee's refusal or failure to perform any material duties
                  of employment and the continuation of such refusal or failure
                  for a period of fifteen (15) business days after written
                  notice from the company specifying such refusal or failure; or

         (b)      Any gross misconduct dishonesty, misappropriation of the
                  Company's property, theft, conviction of a crime or unethical
                  business conduct by Employee; or

         (c)      Any act of malfeasance or wrongdoing (including acts of
                  disloyalty) committed by Employee affecting the Company or any
                  of its Subsidiaries: or

         (d)      Any material breach by Employee of any material provision of
                  this Agreement, including, but not limited to, the Disclosure
                  of Information and Post Employment restrictions contained in
                  Sections 5 and 6 herein (other than unintentional breaches
                  which result in no harm or potential harm to the company, and
                  which are cured in full within thirty (30) days following
                  Employee's receipt of written notice by the Company of such
                  breach).

         (e)      Not withstanding the foregoing, Employee shall not be deemed
                  to have been terminated for "cause" unless and until there
                  shall have been delivered to Employee a copy of a resolution
                  duly adopted by the affirmative vote of not less than a
                  majority of the entire membership of the Board at a meeting of
                  the Board called and held for the purpose (after reasonable
                  notice of not less than five (5) business days to the Employee
                  and an opportunity for the Employee, together with the
                  employee's counsel, to be heard before the Board), finding
                  that in the good faith opinion of the Board, Employee was
                  guilty of conduct set forth above in the second sentence of
                  this Section 4.02 and specifying the particulars thereof in
                  detail.

4.03     The parties may also terminate Employee's employment under this
         agreement prior to the end of the Employment Term by mutual written
         agreement between the Company and Employee to terminate Employee's
         employment.

4.04     Employee's employment under this Agreement shall terminate prior to the
         end of the Employment Term upon the death of Employee. In the event of
         a termination pursuant to this Section 4.04, the Company shall continue
         to pay to such a person as may be designated from time to time by
         Employee (and if no designation has been made, the Employee's estate)
         the semi- monthly payments against Employee's Base Salary as in effect
         at the time of his death, as set forth in Section 3.01 herein, for a
         period of three months following the death of Employee.

4.05     Employee's employment under this Agreement shall terminate prior to the
         end of the Employment Term upon any disability of Employee caused by
         injury or illness as a result of which Employee is unable to render the
         services required by this Agreement for a period of at least ninety
         (90) successive business days, during which the Employee shall continue
         to be paid his Base Salary. In the event of a termination pursuant to
         this Section 4.05, the Company shall continue to pay Employee the
         semi-monthly payments against Employee's Base Salary, as in effect at
         the time of his disability, for a period of three (3) months following
         the date of Employee's termination from the Company on account of
         disability.


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4.06     In the event of a termination of Employee's employment pursuant to
         Section 4.02 herein prior to the end of the scheduled expiration of the
         Employment Term, Employee shall be entitled to receive, in addition to
         any unpaid amounts for completed months prior to such termination of
         this Agreement, an amount equal to the amount by which (i) the Base
         Salary for the month in which such termination occurs, as set forth in
         Section 3.01 herein, multiplied by a fraction, the numerator of which
         is the number of days in such month which occurred prior to the date of
         termination and the denominator of which is the total number of days in
         such month, exceeds (ii) the aggregate Base Salary previously paid to
         Employee pursuant to said Section 3.01 with respect to services
         performed during such month. Employee shall also be entitled to receive
         payment for any vacation time which employee has accrued and not used,
         as well as any other amounts owing to Employee pursuant to this
         Agreement or any Company policies. All amounts payable pursuant to this
         Section 4.06 shall be paid at such time as Employee has generally
         received payments of Base Salary (but in no event later than thirty
         (30) days after the effective date of such termination.

4.07     In the event of a termination of Employee's employment b the Company
         prior to the end of the scheduled expiration of the Employment Term
         (except for a termination pursuant to Sections 4.02 through 4.05 of
         this Agreement), Employee shall be entitled to receive, in addition to
         the amounts otherwise set forth hereunder, an amount (the "Termination
         Pay") equal to the remaining amount of Base Salary and health and
         dental insurance for the Employment Term that would otherwise have been
         due hereunder. The Termination Pay may be paid, at the option of the
         Employee (i) in semi-monthly amounts at times such semi-monthly amounts
         would otherwise have been due hereunder or (ii) the value of the
         Termination Pay paid as a lump sum.

4.08     In the event of any termination of Employee's employment and assuming
         the payments contemplated by Sections 4.04 through 4.07 are made, no
         further payments shall be required to be made by the Company to
         Employee under this Agreement, except (i) to the extent required by any
         other Agreement between the Company and Employee or any pension, profit
         sharing, 401K or any other type of qualified or nonqualified retirement
         or compensation (deferred or otherwise) plan established by the
         Company.

5.0      DISCLOSURE OF INFORMATION: INVENTIONS

5.1      Employee shall not, either during or after his employmen with the
         Company, directly or indirectly use or disclose to any person any
         Confidential Information except as properly required in the course of
         the Company's business or as expressly authorized in writing by the
         Company. Employee will also refrain from any act or omission that is
         reasonably likely to reduce the value of any Confidential Information
         to the Company.

5.2      All records, files, documents, lists and other items containing
         Confidential Information which Employee prepares, uses or comes in
         contact with during the term of his employment shall be the Company's
         property and shall not be removed from the Company's premises except as
         properly required in the Company's business or as expressly authorized
         in writing by the Company. All such materials and any other Company
         property shall be returned to the Company by Employee upon any
         termination of employment.

5.3      With respect to Inventions made, authored, conceived, or created by
         Employee, either solely or jointly with others, whether during normal
         hours of Employee's employment or on Employee's own time, during
         Employee's employment with the Company and for one year after
         termination of Employee's employment, Employee shall:

         (a)      Keep accurate, complete, and timely records of such
                  Inventions, which records shall be property of the Company and
                  be retained on the Company's premises.


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         (b)      Promptly and fully disclose and describe such Inventions in
                  writing to the Company.

         (c)      Assign (and Employee does hereby assign) to the Company all of
                  its rights to such Inventions, and to applications for letters
                  patent, copyright registrations, and/or mask work
                  registrations in all countries and letters patent, copyright
                  registrations and/or mask work registrations granted upon such
                  Inventions in all countries.

         (d)      Acknowledge and deliver promptly to th Company (without charge
                  to the Company but at the expense of the Company) such written
                  instruments and to do such other acts as may be necessary in
                  the opinion of the Company to preserve property rights against
                  forfeiture, abandonment or loss, and to obtain, defend and
                  maintain letters, patent, copyright registrations and/or mask
                  work registrations and to vest the entire right and title
                  thereto in the Company.

         This Section 5.03 does not apply to an Invention for which no
equipment, supplies, facility, or Confidential Information was used and which
was developed entirely on Employee's own time, and (1) which does not relate (a)
directly to the business of the Company or (b) to the Company's actual or
demonstrably anticipated research or development, or (2) which does not result
from any work performed by Employee for the Company.

6.0      POST EMPLOYMENT RESTRICTIONS

6.01     During the Employment Term and for a period of 18 months following the
         termination of his employment with the Company for any reason or under
         any circumstance, provided that Employee has been paid any payment due
         under Section 4 above, Employee shall not, directly o indirectly, for
         himself or through, on behalf of, or in conjunction with any person,
         persons or entity:

         (a)      Solicit or do business with any actual or potential clients,
                  customers or suppliers of the Company with respect to the
                  sales of Set Top Boxes (other than for sales of Set Top Boxes
                  with respect to Minneapolis Internet hub); attempt to induce
                  such clients or customers, or any suppliers of the Company to
                  discontinue doing business with the Company; hire or attempt
                  to hire any employee of the Company (except Pamela J. Holl);
                  or solicit or induce any employees of the Company (except
                  Pamela J. Holl) to discontinue his or her employment or
                  compete with the Company for himself or for others.

         (b)      Own any interest in, manage, operate, join, control, lend
                  money, or render services or financial or other assistance to
                  or participate in or be connected with (whether as an officer,
                  employee, partner, shareholder, consultant, contractor or
                  otherwise) any Conflicting Organization; engage in the
                  manufacture, marketing, advertising, or sale of any
                  Conflicting Products; or engage in any competition with the
                  Company in any business, that is similar to any activity in
                  which the Company was engaged or was preparing to engage
                  during Employee's employment with the Company. The Company
                  acknowledges and agrees, however, that the products and
                  services described in the attached Exhibit A of MPF, Inc. or
                  any successor, assign or affiliate of MPF, Inc. do not compete
                  with and are not similar or related to any activity in which
                  the Company was engaged or was preparing to engage during
                  Employee's employment with the Company.

6.01.1   Notwithstanding the foregoing, in the event of a termination of this
         agreement pursuant to Section 4.07, the covenants and agreements
         contained in paragraph 6.01 shall extend for only the period of time
         during which the Termination Pay set forth in Section 4.07 is paid to
         Employee in the form of monthly payment of Base Salary or deemed to be
         paid, if a lump sum is paid.

7.       MISCELLANEOUS




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7.01     Employee acknowledges that he is familiar with the Company an its
         business and that the restrictions contained in sections 5 and 6 hereof
         are reasonably required for the protection of the Company's legitimate
         business interests, and the restrictions do not impose undue hardship
         on the Employee or operate as a bar to his sole means of support.

7.02     Upon any breach or threatened breach of the restrictions contained in
         Sections 5 and 6 hereof, the parties recognize that damages or other
         remedies at law would be inadequate to protect the legitimate business
         interests of the Company and would cause the Company irreparable harm.
         Therefore, any court of competent jurisdiction may grant equitable
         relief such as restraining orders and preliminary or permanent
         injunctions o specifically enforce the provisions of this Agreement and
         to protect the Company against any breach or threatened breach. If the
         Company is required by applicable law to furnish a bond or other surety
         as a condition of the entry of an injunction or restraining order,
         Employee agrees that such bond or surety shall be in the minimum amount
         required by law. This provision concerning injunctive relief shall not,
         however, diminish the right of the Company to claim and recover damages
         including an accounting for profits earned by Employee as a result of
         breach, in addition to injunctive relief. If the Company prevails in
         any litigation relating to this Agreement, the Company shall also be
         entitled to recover its reasonable costs and attorney's fees.

7.03     Each of the Company's rights under this Agreement is separate and in
         addition to all other rights under applicable law. The Company may
         exercise and enforce one or more of those rights, as well as any other
         rights under the law, one at a time or all at once. Neither the waiver
         by the Company of any right in a specific instance, nor any delay or
         failure to act shall operate as a waiver of any right under this
         Agreement or prevent the future exercise or enforcement of the right.

7.04     The law of the State of Minnesota shall govern this Agreement in all
         respects. If any term of the Agreement conflicts with applicable law,
         all other terms of this Agreement shall remain in effect and
         enforceable. Further, if any provision is held to be over broad as
         written, such provisions shall be construed to narrow its application
         to the extent necessary to make the provisions enforceable according to
         applicable law, and shall be enforced as so amended. Employee
         acknowledges the uncertainty of the law in this respect and expressly
         stipulates that this Agreement be given the construction, which renders
         its provisions valid and enforceable to the maximum extent (not
         exceeding its express terms) possible under applicable law. Any Court
         is also authorized to extent the duration of any restriction under
         Section 6 for the period that any violation of Section 6 exists.

7.05     Any notice or communication required or permitted under this Agreement
         shall be deemed given if in writing and delivered personally or mailed
         by U.S. certified or registered mail, return receipt requested, postage
         prepaid, addressed to the party notified at the address stated below,
         or at such address as a party hereafter designates by notice.

7.06     The provisions of Sections 5,6,and 7 hereof shall surviv any
         termination of Employee's employment or this Agreement.

7.07     This Agreement contains the entire Agreement and all material
         representations between the parties relating to the subject matter
         hereof, supersedes all prior agreements and understandings, and may e
         modified or amended only in a writing signed by all parties. All
         captions titles and masculine pronouns are for convenience only and may
         not be used to interpret or to define the terms of this Agreement.

7.08     This Agreement shall be binding upon Employee's heirs, personal
         representatives, and assigns, and may be transferred by the Company to
         its successors and assigns.


         By signing this Agreement, the parties agree to the above terms.



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                                                Inter-Con/PC, Inc.


                              By:  /s/ Michael P. Ferderer
                                   -----------------------

                              Its: Chairman and CEO
                                   -----------------------

                              7667 Equitable Drive
                              Suite 101
                              Minneapolis, MN 55344


                              /s/ Michael P. Ferderer
                              -----------------------------
                              Michael P. Ferderer, Employee



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