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                                                                    EXHIBIT 10.3

                          EMPLOYMENT AND STOCK PURCHASE

         AGREEMENT ("Agreement"), dated March _____, 2000, between CATHEL
PARTNERS LTD., a Delaware corporation with offices at 68 Schraalenburg Road,
Harrington Park, New Jersey 07640 (hereinafter called the "Company"), and John
J. Gitlin, residing at 3008 Falls Church Lane, Mesquite, Texas (hereinafter
called "Executive").

         WHEREAS, the Company wishes to retain and continue the employment of
Executive as its Vice President; and

         WHEREAS, Executive is desirous of entering into this Agreement upon the
terms and conditions hereinafter set forth:

         NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained, the parties to this Agreement agree as follows:

1.       EMPLOYMENT

         Company shall employ Executive, and Executive agrees to continue to
         serve as the Vice President of the Company.

2.       EXECUTIVE'S TITLE AND DUTIES

2.1      TITLE AND DUTIES

         Executive shall during the term of his employment hereunder be
         primarily responsible for reestablishing the Company as a publicly
         trading company and seeking out and negotiating a merger with or
         acquisition of an existing business venture as well as other duties and
         responsibilities which may be assigned to Executive by the Company's
         Board of Directors or its CEO.

3.       TERM AND TERMINATION

         The term of this Agreement shall begin on March 14, 2000 and shall be
         terminable, at the election of the parties as follows:

                  a.       Executive may, at his election, terminate this
                           agreement, upon thirty days written notice to the
                           Company, the earlier of one year from the date of
                           this agreement or upon the successful merger of the
                           Company with or acquisition of an existing business
                           venture;

                  b.       Company may terminate this agreement, at its
                           election, upon the majority vote of the Board of
                           Directors or at the written request of a majority of
                           the Company's shareholders.

4.       COMPENSATION AND EXPENSES

4.1      SALARY

         The Company shall pay Executive during the Term of Employment a total
         base salary (the "salary") of $3,000.00 per year, payable in equal
         monthly installments at the end of each month. It is understood that
         the Company may, in the sole discretion of its Board of Directors,
         increase such base salary. If the Company in its discretion increases
         the compensation of Executive for any period of time, and if Executive
         accepts such increase, this Agreement shall continue in full force and
         effect whether or not it

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         has been amended to reflect such increase. Nothing herein is intended
         or shall be construed to obligate the Company to make such increase.
         Executive shall not be entitled to receive a finders' fee for
         introducing the Company to any proposed merger or acquisition partner.

4.2      BUSINESS EXPENSES

         The Company will reimburse Executive for all reasonable expenses
         properly incurred by him in its behalf in the performance of his duties
         hereunder, upon presentation of properly itemized charges, receipts
         and/or similar documentation, and otherwise in accordance with policies
         established from time to time by the Board of Directors of the Company.

5.       STOCK PURCHASE AGREEMENT

         In addition to the compensation provided to Executive under Paragraphs
         4.1 and 4.2 hereinabove, Company hereby grants to Executive the right
         to purchase up to 120,000 shares of the Company's common stock (the
         "Shares") during the term of this Agreement.

5.1      PURCHASE PRICE AND EXERCISE

         The price to be paid by Executive for the Shares shall be $.005 per
         share. Consideration to be paid by Executive for the Shares shall be in
         the form of cash, notes, cancellation of debt or any combination
         thereof. Executive shall exercise his right to purchase all or some of
         the Shares by delivering to the Company at its executive offices
         written notice of his intention to purchase which shall include the
         number of shares to be purchased and the nature of the consideration to
         be paid to the Company for the shares. Upon delivery of the written
         notice along with delivery of payment in the form as permitted by this
         paragraph, the Company shall as soon as is practicable cause to be
         delivered to Executive a certificate or certificates evidencing the
         number of shares to be issued to Executive. The parties acknowledge
         that as of the date of this agreement, the certificates presently held
         by the Company's transfer agent are in the name of BC Communications
         Inc., the Company's former name. The parties agree that, upon consent
         of both parties, the Company may issue to Executive a Share Receipt
         evidencing the number of shares being issued to Executive which shall
         be as valid as if the Company had issued to Executive a share
         certificate or certificates and shall fully vest in Executive all right
         title and interest in and to the shares being purchased by Executive.
         Company agrees that upon effectuating the issuance of new certificates
         reflecting the change of the Company's name, Company shall, upon the
         request of Executive, immediately cause to be issued to Executive the
         new certificates evidencing the Shares.

5.2      SHARES TO BE ISSUED

         The Shares being issued under this Agreement shall be restricted
         securities as defined under Rule 144 of the Securities Act of 1933, as
         amended (the "Act") but shall be subject to the exemptions provided
         pursuant to Rule 701 of the Act so long as at the time that Executive
         purchases the Shares the Company is not subject to the reporting
         requirements of section 13 or 15(d) of the Securities Exchange Act of
         1934 nor is registered nor required to be registered under the
         Investment Company Act of 1940.

6        EXTENT OF SERVICES.

         The Company acknowledges that Executive is currently an officer and
         director of other corporations, including Construction Technology
         Industries Inc. and HITK Corporation and further acknowledges and
         agrees that Executive will not be spending more than an average of 20
         hours per month in the performance of his duties. Executive agrees that
         he shall not seek a merger with or acquisition of any entity in which
         Executive or a member of his family has a direct or indirect interest,
         including without

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         limiting the foregoing, being an officer, director or shareholder of
         the entity. Executive further agrees that in the event that a business
         venture is made available to the Company and to any entity in which the
         Executive is an officer, director or shareholder, and the proposed
         merger or acquisition candidate has not expressed a preference, the
         company which first filed a registration statement will be entitled to
         proceed with the proposed transaction.

7.       INDEMNIFICATION

         The Company shall indemnify the Executive and hold him harmless for all
         acts or decisions made by him in good faith while performing services
         for the Company to the fullest extent permitted under Delaware law. The
         Company shall pay all expenses including attorney's fees, actually and
         necessarily incurred by him in connection with the defense of any
         action, claim, suit or proceeding, and in connection with any related
         appeal, including the cost of court settlements.

8.       ASSIGNMENT

         This Agreement and any rights (including Executive's Compensation)
         hereunder shall not be assigned, pledged or transferred in any way by
         either party hereto except that the Company shall have, with
         Executive's consent, the right to assign its rights hereunder to any
         third party successor in interest of the Company whether by merger,
         consolidation, purchase of assets or stock or otherwise. Any attempted
         assignment, pledge, transfer or other disposition of this Agreement or
         any rights, interests or benefits contrary to the foregoing provisions
         shall be null and void.

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9.       NOTICES

         All notices, requests, demands and other communications hereunder must
         be in writing and shall be deemed to have been duly given if delivered
         by hand, sent by facsimile, or mailed by first class, registered mail,
         return receipt requested, postage and registry fees prepaid to, the
         applicable party and addressed as follows:

<TABLE>
<CAPTION>
<S>                                              <C>
         (i)     if to the Company:              (ii)   if to Executive:
                 Cathel Partners Ltd.
                 68 Schraalenburg Road                  John J. Gitlin
                 Harrington Park, NJ 07640
                                                        3008 Falls Church Lane
                                                        Mesquite, Texas 75149
</TABLE>

10.      SEVERABILITY

         If any provision of this Agreement shall, for any reason, be adjudged
         by any court of competent jurisdiction to be invalid or unenforceable,
         such judgment shall not affect, impair or invalidate the remainder of
         this Agreement but shall be confined in its operation to the
         jurisdiction in which made and to the provisions of this Agreement
         directly involved in the controversy in which such judgment shall have
         been rendered.

11.      WAIVER

         No course of dealing and no delay on the part of any party hereto in
         exercising any right, power, or remedy under or relating to this
         Agreement shall operate as a waiver thereof or otherwise prejudice such
         party's rights, powers and remedies. No single or partial exercise of
         any rights, powers or remedies under or relating to this Agreement
         shall preclude any other or further exercise thereof or the exercise of
         any other right, power or remedy.

12.      ENTIRE AGREEMENT/GOVERNING LAW

         This Agreement embodies the entire understanding and supersedes all
         other oral or written agreements or understandings, between the parties
         regarding the subject matter hereof. No change, alteration, or
         modification hereof may be made except in writing signed by both
         parties hereto. This Agreement shall be construed and governed in all
         respect and shall at all times be determined in accordance with the
         laws of the State of New Jersey.

13.      HEADINGS

         The headings of Paragraphs herein are included solely for convenience
         of reference and shall not control the meaning or interpretation of any
         of the provisions of this Agreement.

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         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, consisting of five (5) pages, on this ____ day of March ___, 2000.

<TABLE>
<CAPTION>
<S>                                                            <C>
                                                               CATHEL PARTNERS LTD.

                                                                                           /S/
-----------------------------------------------------          ---------------------------------------------------
Witness
                                                               By: Robert N. Schuck
                                                               Its: President

                                                               JOHN J. GITLIN

                                                                                            /S/
-----------------------------------------------------          ---------------------------------------------------
Witness

</TABLE>

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