EXHIBIT 10.14

                              EMPLOYMENT AGREEMENT

         THIS  EMPLOYMENT  AGREEMENT,  dated as of the 1st day of January,  2000
(the  "AGREEMENT"),  is by and between USA DIGITAL,  INC., a Nevada  corporation
(the "COMPANY"), and KENNETH D. ALLEN, an individual (the "EMPLOYEE").

                                   WITNESSETH:

         WHEREAS,  the Company is  presently  engaged in the  telecommunications
industry;

         WHEREAS, Employee has extensive experience in this area;

         WHEREAS,  the Company wishes to employ Employee for the period provided
in this  Agreement and Employee is willing to serve in the employ of the Company
for such period upon the terms and conditions hereinafter set forth.

         NOW  THEREFORE,   in  consideration  of  the  mutual  covenants  herein
contained, the parties, intending to be legally bound, hereby agree as follows:

1.       EMPLOYMENT

         The  Company  hereby  employs  Employee  upon the terms and  conditions
herein  contained,  and Employee  hereby  accepts such  employment  for the term
described  below.  Employee  is and shall be  employed  in the  capacity  of the
Company's Vice President of Operations,  and Employee's initial responsibilities
shall include  managing the network and switching  operations and the management
information  systems of the Company and its subsidiaries during the term of this
Agreement  and  Employee  shall have such  other  duties,  responsibilities  and
authority as are  assigned to him by the  President or the Board of Directors of
the Company.

         Throughout the term of this  Agreement,  Employee shall devote his best
efforts and  substantially all of his business time and services to the business
and affairs of the Company.

2.       TERM OF AGREEMENT

         The initial  term of  employment  under this  Agreement  shall be for a
period of three (3) years beginning on January 1, 2000 (the  "EFFECTIVE  DATE").
After the expiration of such initial  employment  period, the term of Employee's
employment  hereunder shall  automatically be extended without further action by
the parties for successive  one (1) year renewal terms,  provided that if either
party gives the other party at least thirty (30) days' advance written notice of
his or its intention to not renew this  Agreement for an  additional  term,  the
Agreement shall terminate upon the expiration of the then current term.

         Notwithstanding  the  foregoing,  the  Company  shall  be  entitled  to
terminate this Agreement immediately, subject to a continuing obligation to make
any payments  required under Section 5


<PAGE>

below, if Employee:  (i) becomes  disabled as described in Section 5(b), (ii) is
terminated  for  Cause,  as  defined  in  Section  5(c),  or  (iii)  voluntarily
terminates his employment before the current term of this Agreement expires,  as
described in Section 5(d).

3.       SALARY

         During the term of this Agreement, for all services rendered hereunder,
Employee shall receive a base salary ("BASE  SALARY") at a rate of not less than
Eighty-Four  Thousand and No/100 Dollars ($84,000.00) per annum. The Base Salary
shall be payable in equal  installments in accordance with the Company's payroll
practices but not less than once per month.  The  Compensation  Committee of the
Board shall  consult  with the  President  and review this base salary at annual
intervals, and may adjust Employee's annual base salary upward from time to time
if the Committee deems such adjustment to be appropriate.

4.       ADDITIONAL COMPENSATION AND BENEFITS

         Employee  shall  receive  the  following  additional  compensation  and
welfare and fringe benefits:

         (A) MEDICAL  INSURANCE.  The Company shall provide Employee with health
insurance  coverage no less favorable than that from time to time made available
to other key employees.

         (B) BUSINESS  EXPENSES.  The Company shall  reimburse  Employee for all
reasonable  expenses he incurs in promoting  the Company's  business,  including
expenses for travel,  entertainment  of business  associates  and similar items,
upon  presentation by Employee from time to time of an itemized  account of such
expenditures.

         (C) CAR ALLOWANCE.  Employee shall be entitled to receive a monthly car
allowance in the amount of Five Hundred Dollars ($500.00).

         (D) CELLULAR  TELEPHONE.  The Company shall reimburse  Employee for all
reasonable  cellular  telephone  expenses he incurs in conducting  the Company's
business,  including charges for a monthly cellular telephone  service,  charges
for telephone calls, and repair and maintenance  expenses,  upon presentation by
Employee from time to time of an itemized account of such expenditures.

         In  addition  to  the  benefits  provided  pursuant  to  the  preceding
paragraphs of this Section 4, Employee  shall be eligible to participate in such
other  Employee  compensation  and  retirement  plans  of  the  Company  as  are
applicable  generally  to other  officers,  and in such welfare  benefit  plans,
programs,  practices and policies of the Company as are generally  applicable to
other key employees.



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<PAGE>

5.       PAYMENTS UPON TERMINATION

         (A) INVOLUNTARY TERMINATION.  If Employee's employment is terminated by
the Company  during the term of this  Agreement,  Employee  shall be entitled to
receive his base salary accrued through the date of termination.  Employee shall
also receive any nonforfeitable benefits already earned and payable to him under
the  terms  of any  deferred  compensation,  incentive  or  other  benefit  plan
maintained  by  the  Company,  payable  in  accordance  with  the  terms  of the
applicable plan.

         If the  termination  is not for death,  failure to renew as provided in
Section 2,  disability as described in Section  5(b),  for Cause as described in
Section  5(c) or a voluntary  termination  by Employee as  described  in Section
5(d),  the Company shall also be obligated to pay to Employee an amount equal to
an aggregate of all salary  payments  which would  otherwise be due Employee for
the  months  remaining  in the then  current  term of this  Agreement.  Any such
payment shall, at the option of the Company,  be made either in equal bi-monthly
installments  over the remaining term of this  Agreement,  or in a lump sum cash
payment on the date of termination.

         (B)  DISABILITY.  The  Company  shall be  entitled  to  terminate  this
Agreement if the Board determines that Employee has been unable to attend to his
duties for at least ninety (90) days because of a medically diagnosable physical
or mental condition. Upon such termination,  the Company shall pay to Employee a
monthly  disability benefit equal to  one-twenty-fourth  (1/24th) of his current
annual base salary at the time he became permanently  disabled.  Payment of such
disability  benefit  shall  commence on the last day of the month  following the
date of the  termination  by reason of permanent  disability  and cease with the
earliest  of:  (i) the month in which  Employee  returns  to active  employment,
either with the Company or  otherwise,  (ii) the end of the initial term of this
Agreement, or the current renewal term, as the case may be, or (iii) the twelfth
month after the date of the termination.  Any amounts payable under this Section
5(b)  shall be reduced  by any  amounts  paid to  Employee  under any  long-term
disability plan or other disability program or insurance policies  maintained or
provided by the Company.

         (C) TERMINATION  FOR CAUSE.  If Employee's  employment is terminated by
the Company for Cause, the amount Employee shall be entitled to receive from the
Company  shall  be  limited  to his  base  salary  accrued  through  the date of
termination,  and any  nonforfeitable  benefits  already  earned and  payable to
Employee under the terms of deferred  compensation or incentive plans maintained
by the  Company.  For  purposes of this  Agreement,  the term  "CAUSE"  shall be
limited  to: (i) any action by  Employee  involving  willful  disloyalty  to the
Company, such as embezzlement,  fraud, misappropriation of corporate assets or a
breach of the covenants set forth in Sections 8 or 9 hereof; (ii) Employee being
convicted of a felony;  (iii)  Employee  being  convicted of any lesser crime or
offense  committed in connection with the performance of his duties hereunder or
involving  moral  turpitude;  or (iv) the  intentional  and  willful  failure by
Employee to substantially  perform his duties hereunder as directed by the Board
(other  than  any such  failure  resulting  from  Employee's  incapacity  due to
physical or mental disability);  provided that in the event of a termination for
Cause under this Section  5(c)(iv),  Employee shall have a period of thirty (30)
days


                                      -3-
<PAGE>

in which to cure such breach after receiving notice from the Company  specifying
in reasonable detail the nature of such breach.

         (D) VOLUNTARY TERMINATION BY EMPLOYEE. If Employee resigns or otherwise
voluntarily terminates his employment before the end of the current term of this
Agreement,  the amount  Employee  shall be entitled to receive  from the Company
shall be limited to his base salary accrued through the date of termination, and
any  nonforfeitable  benefits  already  earned and payable to Employee under the
terms of any  deferred  compensation  or  incentive  plans of the  Company.  For
purposes of this Section,  a resignation  by Employee  shall not be deemed to be
voluntary  if Employee  resigns  during the period of three (3) months after the
date he is: (i) assigned to a position of lesser rank (other than for Cause,  or
by  reason  of  permanent  disability),   or  (ii)  assigned  duties  materially
inconsistent with such position.

6.       DEATH

         If Employee dies during the term of this  Agreement,  the Company shall
pay to Employee's  estate a lump sum payment equal to the sum of Employee's base
salary  accrued  through the date of death plus the total  unpaid  amount of any
bonuses  earned with  respect to the fiscal year of the  Company  most  recently
ended.  In addition,  the death benefits  payable by reason of Employee's  death
under any  retirement,  deferred  compensation  or other  employee  benefit plan
maintained  by the  Company  shall  be paid  to the  beneficiary  designated  by
Employee in accordance with the terms of the applicable plan or plans.

7.       WITHHOLDING

          The Company shall,  to the extent  permitted by law, have the right to
withhold and deduct from any payment hereunder any federal, state or local taxes
of any kind required by law to be withheld with respect to any such payment.

8.       PROTECTION OF CONFIDENTIAL INFORMATION

         Employee  agrees  that,  both  during  the term of this  Agreement  and
thereafter,  he will keep all  confidential  and proprietary  information of the
Company or relating to its business (including,  but not limited to, information
regarding  the  Company's  customers,  pricing  policies,  methods of operation,
proprietary computer programs and trade secrets) confidential,  and that he will
not (except with the Company's  prior written  consent),  while in the employ of
the Company or  thereafter,  disclose any such  confidential  information to any
person,  firm,   corporation,   association  or  other  entity,  other  than  in
furtherance  of his  duties  hereunder,  and then only to those  with a "need to
know." Employee shall not make use of any such confidential  information for his
own purposes or for the benefit of any person, firm, corporation, association or
other entity  (except the Company) under any  circumstances  during or after the
term of his employment.  The foregoing shall not apply to any information  which
is already in the public domain, or is generally  disclosed by the Company or is
otherwise in the public domain at the time of disclosure.



                                      -4-
<PAGE>

         Employee  recognizes  that  because his work for the Company will bring
him into contact with  confidential and proprietary  information of the Company,
the restrictions of this Section 8 are required for the reasonable protection of
the Company and its investments and for the Company's reliance on and confidence
in  Employee.  For  purposes  of this  Section 8, the term  "Company"  means the
Company, any of the Company's  subsidiary  corporations and its other affiliated
entities.

9.       COVENANT NOT TO COMPETE; NON SOLICITATION

         Employee  hereby agrees that he will not,  either during the Employment
Term or during  the period of one (1) year from the time  Employee's  employment
under this Agreement is terminated,  engage in any business activities on behalf
of any  enterprise  which  competes  with the Company in the  telecommunications
business.  Employee  will be deemed to be engaged in such  competitive  business
activities  if he  participates  in such a business  enterprise  as an employee,
officer, director, consultant, agent, partner, proprietor, or other participant;
provided  that the  ownership of no more than two percent (2%) of the stock of a
publicly  traded  corporation  engaged in a competitive  business,  shall not be
deemed to be engaging in competitive business activities.

         Employee  agrees  that he shall not,  for a period of one (1) year from
the time his employment under this Agreement ceases (for whatever  reason),  or,
if later,  during any period in which he is receiving monthly severance payments
under Section 5 of this Agreement:

         (a) solicit any employee or full-time consultant of the Company for the
         purposes of hiring or retaining such employee or consultant, or

         (b) contact any present or prospective client of the Company to solicit
         such a person to enter into any business  transaction,  other than with
         the Company or with one of the Company's affiliates.

For this purpose, Employee shall be considered to be receiving monthly severance
payments under Section 5 of this Agreement  during any period for which he would
be entitled to receive such severance payments.

10.      INJUNCTIVE RELIEF

         Employee  acknowledges  and agrees that it would be  difficult to fully
compensate  the  Company  for damages  resulting  from the breach or  threatened
breach of the  covenants  set forth in  Sections 8 and 9 of this  Agreement  and
accordingly  agrees  that  the  Company  shall  be  entitled  to  temporary  and
injunctive  relief,   including  temporary   restraining   orders,   preliminary
injunctions and permanent injunctions,  to enforce such provisions in any action
or proceeding  instituted in the Circuit Court of Hillsborough County,  Florida,
or in any court in the State of Florida having subject matter jurisdiction,  and
the  Company  shall  not be  required  to post a bond in order to  receive  such
relief.  This  provision with respect to injunctive  relief shall not,  however,
diminish the Company's right to claim and recover damages.



                                      -5-
<PAGE>

         It is  expressly  understood  and  agreed  that  although  the  parties
consider the  restrictions  contained in this Agreement to be  reasonable,  if a
court determines that the time or territory or any other  restriction  contained
in this Agreement is an unenforceable restriction on the activities of Employee,
no such provision of this  Agreement  shall be rendered void but shall be deemed
amended to apply as to such  maximum  time and  territory  and to such extent as
such court may judicially determine or indicate to be reasonable.

11.      SEPARABILITY

         If any provision of this  Agreement  shall be declared to be invalid or
unenforceable,  in whole or in part, such invalidity or  unenforceability  shall
not affect the remaining  provisions hereof which shall remain in full force and
effect.

12.      ASSIGNMENT

         This  Agreement  shall be binding  upon and inure to the benefit of the
heirs and  representatives  of Employee  and the assigns and  successors  of the
Company, but neither this Agreement nor any rights hereunder shall be assignable
or otherwise subject to hypothecation by Employee.

13.      ENTIRE AGREEMENT

         This Agreement represents the entire agreement of the parties and shall
supersede any and all previous or  contemporaneous  contracts,  arrangements  or
understandings  between the  Company  and  Employee.  The  Agreement  may not be
modified  or  amended  other than by mutual  written  agreement  of the  parties
hereto.

14.      GOVERNING LAW

         This  Agreement  shall  be  construed,  interpreted,  and  governed  in
accordance with the laws of the State of Florida.


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<PAGE>

15.      COUNTERPARTS

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

         IN WITNESS  WHEREOF,  the Company has caused this  Agreement to be duly
executed,  and Employee has hereunto set his hand,  as of the day and year first
above written.


Attest:                              USA DIGITAL, INC.


                                     By: /s/ Mark D. Cobb
------------------------------           ---------------------------------------
Secretary                                Mark D. Cobb, Its President


Witness:                                 EMPLOYEE:

                                         /s/ Kenneth D. Allen
------------------------------           ---------------------------------------
                                         Kenneth D. Allen