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EXHIBIT 10.2 to Form 10-Q March 31, 2001



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                                 MSU Corporation

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THIS AGREEMENT dated January 29, 2001, by and between MSU Corporation, a Florida
corporation ("MSU" or "Company") and Raymond R. Dittrich resident of Dallas,
Texas ("Executive").



In consideration of the promises and the mutual covenants and agreements herein
contained, the parties hereto agree as follows:



1.   Subject to the terms and conditions herein, MSU hereby employs Executive as
     Vice President, Sales and Market Development, with the powers and duties
     customarily assigned to such position. The Board of MSU may assign other
     duties from time to time.

2.   The term of employment shall be three years, commencing on the date of this
     Agreement.

3.   Executive shall receive the following compensation:

     a.  Executive's salary shall be $180,000/year, payable in equal monthly
         installments;
     b.  MSU will grant Options to purchase 500,000 shares of MSU common stock.
         The exercise price shall be $0.60/share. These options will vest
         monthly over the 36 months following the signing of this agreement;
     c.  Executive will be entitled to three weeks of paid vacation in each
         calendar year; and
     d.  Executive will participate in any incentive compensation plan and
         profit-sharing plan up to an amount of $75,000 per annum. The Executive
         will be eligible for medical plan and other benefits maintained by MSU
         for its executives generally.

4.   MSU shall reimburse Executive for all reasonable out-of-pocket expenses
     incurred by him in the performance of his duties including, but not limited
     to, reasonable transportation, accommodation, entertainment and other
     expenses incurred on behalf of Company.

5.   Executive agrees to devote in good faith his full business time and best
     efforts to his services to Company and agrees to travel to the extent
     necessary to perform such duties.

6.   MSU or Executive shall have the right to terminate Executive's employment
     by serving 30 days written notice of his or its desire to terminate the
     employment relationship, subject to the provisions of paragraph 7 below
     permitting MSU to immediately discharge Executive for cause. Upon
     termination, MSU shall pay Executive three months severance pay.

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7.   Company shall have the right to terminate Executive's employment
     immediately for cause upon the occurrence of any of the following events:

     a.  Executive's death or legal incapacity;
     b.  Executive's failure to perform his services for a period of at least
         ninety (90) consecutive days because of any physical or mental health
         impairment, subject to applicable laws;
     c.  MSU's cessation of business;
     d.  Conduct which would give adequate ground for termination for cause
         include, but are not limited to:

         -    Committing a material breach of any duties, including, but not
              limited to, Executive's repeated failure/refusal to diligently
              perform the provisions of this Agreement; or
         -    Conduct in a manner tending to bring Company into disrepute; or
         -    Being guilty of dishonesty and other acts of misconduct in
              rendering of services on behalf of Company; or
         -    Being convicted of any criminal felony or misdemeanor other than
              one which does not affect Company's reputation or Executive's
              position with the Company; or
         -    Refusing or neglecting to comply with any lawful orders or
              directions given to Executive by MSU's Board of Directors; or
         -    Committing an act of gross misconduct, gross negligence or willful
              malfeasance during the course of Executive's employment.

8.   Upon termination, Executive shall be entitled to receive all compensation
     hereunder accrued and unpaid as of the date of termination.

9.   This Agreement shall be binding upon, and shall inure to the benefit of,
     MSU and Executive, and their respective successors/assigns. MSU shall have
     the right to assign the rights hereunder to any successor in interest,
     whether by merger or sale of assets or otherwise.

10.  On the termination of Executive's employment, howsoever caused, he must
     return to MSU all property belonging to MSU in his possession and must not
     retain or take any copies thereof without the prior written consent of
     Company's Board of Directors.

11.  Executive warrants that the execution of this Agreement and the performance
     of his duties hereunder will not violate the terms of any other agreement
     that he is bound to, or a party to.

12.  Company is engaged in designing and selling Internet appliances. Executive
     acknowledges that Company's business is highly specialized and the
     documents and information regarding the MSU's activities are highly
     confidential and constitute trade secrets. Executive acknowledges and
     agrees that his services rendered to Company have a value to Company and he
     has access to trade secrets and confidential information belonging to the
     Company, the loss of which cannot adequately be compensated by damages in
     an action at law.

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13.  During the term of Executive's employment, and following the termination of
     his employment with the MSU, howsoever caused, Executive shall not use for
     any purpose or disclose to any person or entity any confidential
     information acquired during the course of employment with MSU. The term
     "confidential information" as used in this Agreement includes, but is not
     limited to, records, lists and knowledge of the MSU's customers, methods of
     operation, processes, and trade secrets, as they may exist from time to
     time.

14.  During the term of Executive's employment with MSU and for a period of one
     (1) year from the termination of his employment with MSU, howsoever caused,
     Executive will not directly or indirectly, own, manage, operate, control,
     be employed by, perform services for, consult with, solicit business for,
     participate in, or be connected with the ownership, management, operation
     or control of any business which performs services materially similar or
     competitive with those provided by MSU in the State of Texas.

15.  During the term of Executive's employment with Company and for a period of
     one (1) year from the termination of his employment with Company, howsoever
     caused, Executive shall not, either on Executive's own account or for any
     person, firm, partnership, corporation or other entity (a) solicit,
     interfere with, or endeavor to cause any employee of Company to leave his
     or her employment; or (b) induce or attempt to induce any such employee to
     breach his or her employment agreement with Company.

16.  During the term of Executive's employment with the Company and for a period
     of one (1) year from the termination of his employment, howsoever caused,
     Executive shall not solicit, induce, or attempt to induce any past or
     current customer of the Company with whom he has worked (a) to cease doing
     business in whole or in part with or through Company, or (b) to do business
     with any other person, firm, partnership, corporation or other entity which
     performs services materially similar or competitive with those provided by
     Company.

17.  Executive acknowledges and agrees that Company will suffer irreparable
     injury if Executive breaches any of his obligations under paragraphs 13,
     14, 15 and 16 above. Accordingly, in addition to all of the remedies
     otherwise available to Company, including but not limited to, recovery from
     Executive of damages and reasonable attorneys' fees incurred in the
     enforcement of this Agreement, Company shall have the right to injunctive
     relief to restrain and enjoins any actual or threatened breach of the
     provisions of paragraphs 13, 14, 15 and 16 of this Agreement. All of the
     Company's remedies for breach of this Agreement shall be cumulative and the
     pursuit of one remedy shall not be deemed to exclude any other remedies.

18.  Executive has read the provisions hereof and agrees that the restrictions
     set forth herein are fair and reasonable and are reasonably required for
     the protection of the interests of MSU.

19.  In the event of a violation by Executive of any of the provisions contained
     in paragraph 13, 14, 15 and 16 of this Agreement, the term of each and
     every covenant so violated shall be automatically extended for a period of
     one (1) year from the date on which Executive permanently ceases such
     violation, or for a period of one (1) year from the date of entry by a
     court of competent jurisdiction of a final order or judgment enforcing such
     covenant, whichever period is longer.

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20.  It is understood and agreed that the construction and interpretation of
     this Agreement shall at all times and in all respects be governed by the
     laws of the State of Texas, except its conflict of law rules, which are
     deemed to be inapplicable herein. All disputes concerning the application
     or enforcement of this Agreement shall, if necessary, be tried in a court
     of competent jurisdiction in the State of Texas or the United States
     District Court for the Northern District of Texas. The parties hereby
     consent to the personal jurisdiction of the courts of the State of Texas
     and the United States District Court for the Northern District of Texas.

21.  The provisions of this Agreement shall be deemed severable, and the
     invalidity or unenforceability of any one or more of the provisions hereof
     shall not affect the validity or enforceability of any one or more of the
     other provisions hereof.

22.  This Agreement contains the entire agreement and understanding by and
     between the Company and Executive with respect to the covenants contained
     herein, and no representations, promises, agreements or understandings,
     written or oral, not herein contained shall be of any force or effect. No
     change or modification hereof shall be valid or binding unless the same is
     in writing and signed by both parties. No valid waiver of any provision
     shall be deemed a waiver of any other provision of this Agreement at such
     time or will be deemed a valid waiver of such provision at any other time.




IN WITNESS WHEREOF, Company and Executive have duly executed this Agreement as
of the day and year first written above.




<TABLE>
<S>                                                        <C>
MSU Corporation                                            Executive

By:     /s/  Jean J. Belanger                              By:    /s/  Raymond R. Dittrich
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       Name: Jean J. Belanger                                    Name: Raymond R. Dittrich



Date:    January 29, 2001                                  Date:   January 29, 2001
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</TABLE>

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