EXHIBIT 2.3.3


                              EMPLOYMENT AGREEMENT

         This Employment  Agreement is entered into as of the 5th day of August,
1999,   among   Voxcom   Holdings,   Inc.,   doing   business  as  MAX  Internet
Communications,  Inc.  (hereinafter  referred to as "Employer")  and Thomas Fehr
(hereinafter referred to as "Employee"),

         In  consideration  of the mutual promises  hereinafter  set forth,  the
parties hereto agree as follows:

         1.    Employment.  Employer agrees  to  employ  Employee  and  Employee
agrees to serve Employer, upon the terms and conditions hereafter set forth.

         2.    Term.  The employment of Employee hereunder  and this  Employment
Agreement shall commence  effective the date hereof and shall continue in effect
for a period of 18 months, unless terminated pursuant to Section 7 hereof At the
end of the term, the parties may agree to wend this Agreement for successive one
year terms,

         3.    Duties. During the term of  this  Agreement,  Employee  shall  be
engaged as a senior executive  officer with the title of Chief Marketing Officer
of Employer. Employee's powers and duties in those capacities shall be those set
forth in Exhibit A and as set by the Board of Directors,  President and Chairman
of Employer. The Employee shall report to the President,  Chairman and the Board
of Employer.  If Employee is elected or appointed with the Employee's consent to
an office with any of Employer's  subsidiaries or affiliates  during the term of
this Agreement,  the Employee will serve in such capacity or capacities  without
additional compensation.

         4.    Extent of Services.  During the term of this Agreement,  Employee
shall devote substantially his entire working time,  attention,  and energies to
the business of  Employer,  and shall not during the term of service be actively
engaged in any other business activities.  However,  this shall not be construed
as preventing  Employee from  investing the Employee's  personal  assets in such
form or manner as may require  occasional or incidental  services on the part of
Employee in the management,  conservation and protection of such investments and
provided that such investments  cannot be construed as being,  competitive or in
conflict with the business of Employer.  However.  nothing herein shall restrict
Employee from making  investments in securities of publicly traded companies not
comprising more than 5% of securities outstanding.

         5.    Compensation.

         5.1.  Base Salary.  Employer  wil  pay  Employee  during the Employee's
term of service hereunder,  as compensation for the Employee's services, the sum
of US$20,833 per month (sometimes  hereafter  referred to as the "Base Salary"),
payable in semi-monthly installments in accordance with the general practices of
the  Employer.  Such base salary  shall be reviewed and may be increased at each
annual review by the Employer of the Employee's performance and salary.



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         5.2.  Benefits.  The  Employee  shall be entitled to the same  benefits
generally  provided  to other  employees  of  Employer  of  comparable  rank and
responsibility  in  accordance  with the policies of the  Employer  from time to
time.  These  are to  include,  but not be  limited  to,  health  insurance  for
Employee;  three weeks paid vacation pursuant to the Employees  standard policy;
relocation  costs  including  moving  expense,  travel  costs to search  for new
housing, and 90 days temporary housing reimbursed at up to $2,500 per month; and
an Employer-provided attorney to assist Employee with a work visa.

         5.3   Stock Incentive.  Employer shall  grant  to  Employee  and  issue
shares of its unregistered Common Stock, based upon the following formulae:

         5.3.1.Employer will grant and issue Employee  the following  number  of
shares upon the  Employer's  achievement  of the  following  sales of Employer's
products up to a maximum global budgeted sales figure of US$100 million:

         Aggregate sales of products
         during 18 Month Period
         beginning with first day of
         month following commence-
         ment of employment                          Number of Shares
         ---------------------------                 ----------------

                  US$   50   million                            10,000
                        62.5 million                            10,000
                        75   million                            10,000
                        82.5 million                            10,000
                        100  million                            10,000

         5.3.2.Employer  will  additionally  grant  to  Employee  shares  of its
unregistered  common stock in the amount of 10,000 shares upon  commencement  of
employment and 10,000 shares on each of the first four (4) anniversary  dates of
such commencement upon which Employee is employed by Employer.

         6.    Expenses.  During the term of  employment  provided  for  herein,
Employer  shall pay or  reimburse  Employee,  in  accordance  with its  standard
policy,  upon submission of vouchers by the Employee for all reasonable expenses
incurred by the Employee in the interest of Employer's business.

         7.    Termination.

         7.1.  Termination Events.  Subject to  the  provisions of Paragraph 7.2
of this Section, this Agreement shall terminate:

         7.1.1.Upon death of Employee.

         7.1.2.At the option  of  the Employer if Employee shall become disabled
and remain disabled for a period of six (6) months.  Disability shall be defined
as  Employer's  inability  through  illness or other cause to perform his normal
work load as measured by the twelve (12) months  preceding the  commencement  of
such  disability.  During such  disability,  Employee  shall be  compensated  in
accordance with Employer's standard policy regarding disability.

         7.1.3.Upon mutual agreement.

         7.1.4.From the  period  commencing  six months  following  the  date of
commencement  of  employment,  by not less than 90 days notice in writing by the
Employer or Employee to the other.

         7.2.  Consequences of Termination.  Upon termination for any reason set
forth above,  all base salary  payments  under Section 5.1 shall be prorated and
paid to the following  dates,  and all further  payment  obligations to Employee
hereunder shall cease.



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         7.2.1 For termination under 7.1.1, to the date of death.

         7.2.2 For  termination  under  7.1.2,  to the last day of the six month
               disability period.

         7.2.3 For termination under 7.1.3, to the date mutually agreed.

         7.2.4 For  termination  under  7.1.4,  to the last  day of the  notice
               period.

         8.    Trade Secret and Confidential  Information.  During the term of
this  Agreement,  Employee  will have  access to  confidential  information  and
business secrets specific to and regularly used in the operation of the business
of Employer.  Employee  acknowledges that such information  constitutes valuable
and confidential information of the Employer, Employee shall not disclose any of
the aforesaid private company secrets,  directly or indirectly,  nor use them in
any way,  either  during  the term of this  Agreement  or after  termination  of
employment.  All files,  records,  electronic  and  magnetic  files,  documents,
specifications,  equipment and similar  information  relating to the business of
Employer,  whether  prepared  by Employee or  otherwise  coming into  Employee's
possession  shall  remain the  exclusive  property of Employer  and shall not be
removed from the premises of Employer  except as shall be necessary for Employee
to perform  Employee's  duties under this  Agreement.  Upon  termination of this
Agreement  for any  reason,  Employee  will  deliver all such  materials  in his
possession and all copies thereof to Employer.

         9.    Restrictive Covenants.

         9.1   Employee  acknowledges  that during the  term  of this  Agreement
the  Employer  has  agreed to  provide  to him,  and he shall  receive  from the
Employer, special training and knowledge. Employee acknowledges that included in
the special  knowledge  received is the confidential  information  identified in
Section 8. Employee acknowledges that this confidential  information is valuable
to the Employee and,  therefore,  its  protection  and  maintenance  constitutes
legitimate  interest to be protected by the Employer by the  enforcement of this
covenant not to compete. Therefore, Employee agrees that during the term of this
Agreement  and for a  period  commencing  upon  the  termination  of the term of
Employee's  employment hereunder and ending upon the second anniversary thereof,
unless  otherwise  extended  pursuant to the terms  hereof,  Employee  will not,
directly or  indirectly,  either as an employee,  employer,  consultant,  agent,
principal,  partner,  stockholder,  corporate officer, director, or in any other
individual or  representative  capacity,  engage or  participate in any business
that is in competition  with the video Internet  communications  business of the
Employer as it exists upon the termination of the term of Employee's  employment
hereunder,  anywhere  within  the State of  Texas.  Employee  represents  to the
Employer that the  enforcement  of the  restriction  contained in this Section 9
would not be unduly  burdensome to Employee.  Employee  further  represents  and
acknowledges that Employee is willing and able to compete in other  geographical
areas not prohibited by this Section 9.

         9.2   Employee  agrees that a breach or violation of  this covenant not
to compete by such Employee shall entitle the Employer, as a matter of right, to
an injunction  issued by any court of competent  jurisdiction,  restraining  any
further or  continued  breach or violation  of this  covenant.  Such right to an
injunction shall be cumulative and in addition to, and not in lieu of, any other
remedies to which the Employer may show itself justly entitled.  Further, during
any period in which  Employee is in breach of this covenant not to compete,  the
time  period  of this  covenant  shall be  extended  for an  amount of time that
Employee is in breach hereof.

         9.3   In addition to the  restrictions set  forth  in paragraph (a)  o
this Section 9, Employee shall not for a period  commencing upon the termination
of the term of  Employee's  engagement  hereunder  and  ending  upon the  second
anniversary  thereof either  directly or  indirectly,  (i) solicit or attempt to
solicit any of the customers of the video  Internet  communications  business of
Employer on whom Employee called or with whom Employee became  acquainted during
Employee's association with the Employer,  whether for Employee or for any other
person, firm or corporation within the State of Texas or (ii) recruit or attempt
to recruit,  directly or by assisting others, any other employee of the Employer
or any of its affiliates.



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         9.4   The representation and  covenants contained  in this Section 9 on
the part of Employee  will be construed as ancillary to and  independent  of any
other  provision of this  Agreement,  and the existence of any claim or cause of
action of Employee against the Employer or any officer, director, or shareholder
of the  Employer or any  officer,  director,  or  shareholder  of the  Employer,
whether  predicated  on this  Agreement  or  otherwise,  shall not  constitute a
defense to the  enforcement  by the  Employer of the  covenants  of the Employee
contained in this Section 9. In addition, the provisions of this Section 9 shall
continue  to  be  binding   upon   Employee  in   accordance   with  its  terms,
notwithstanding  the  termination  of  Employee's  engagement  hereunder for any
reason.

         10.   General Provisions.

         10.1  Notice.  Any notice  required or permitted to be given under this
Agreement  shall be  sufficient  if in  writing  and sent by  certified  mail by
Employer to the residence of Employee,  or by Employee to  Employer's  principal
office.

         10.2. Assignability.  This  Agreement  and the  rights,  and  benefits
hereunder shall not be assignable or in any way alienated by Employee.  Employer
shall have the right of assignment  and transfer of its rights  hereunder to any
successor to the majority of its assets and any such successor shall be bound by
the terms hereof.

         10.3. Waiver of Breach.  The waiver by Employer or Employee of a breach
of any  provisions  of this  Agreement  by the  other  shall not  operate  or be
construed as a waiver of any subsequent breach.

         10.4. Entire Agreement.  This instrument  contains the entire agreement
of the  parties.  It may not be  changed  orally,  but only by an  agreement  in
writing,  signed by the party against whom  enforcement  of any waiver,  change,
modification, extension or discharge is sought.

         10.5. Governing Law. This Employment Agreement shall be governed by the
 laws of the State of Texas.

         10.6  Arbitration.   Any  controversy   between  the  parties  to  this
Agreement  involving  the  construction  or  application  of any  of the  terms,
covenants or conditions of this  Agreement or arising out of any section  hereof
or any condition in connection with the termination of employment, shall, on the
written  request  of one party  served on the  other,  be  submitted  to binding
arbitration  in Dallas,  Texas,  and such  arbitration  shall comply with and be
governed  by  the  Commercial  Arbitration  Rules  of the  American  Arbitration
Association.  Each party hereto shall appoint one person as an arbitrator within
30 days after service of the request for arbitration, and the two arbitrators so
chosen shall select a third  impartial  arbitrator with fifteen days of the date
on which the second  arbitrator is selected.  The  arbitrators  shall decide all
questions  presented to them by majority vote. The decision of a majority of the
arbitrators shall be final and conclusive on all parties hereto. The expenses of
arbitration  conducted pursuant to this Section shall be borne by the parties in
such proportions as the arbitrators may decide, All parties shall be entitled to
be  represented  by  counsel  of  their  choosing   throughout  the  arbitration
proceedings.

         10.7. Consulting  Agreement.  Pending  receipt of  Employee's  H-I work
visa,  this Agreement  shall be deemed to be a consulting  contract and shall be
converted automatically into an employment agreement upon receipt of such visa.





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         IN WITNESS WHEREOF, Employer has caused this Employment Agreement to be
executed  in  its  corporate  name  by its  corporate  officers  thereunto  duly
authorized, and Employee has executed this Employment Agreement.

                                   EMPLOYEE:



                                  /s/  Thomas Fehr
                                  ----------------------------------------
                                       Thomas Fehr


                                   EMPLOYER:

                                       VOXCOM HOLDINGS, INC.



                                   By:   /s/ Donald G. McLellan
                                         ---------------------------------
                                             Donald G. McLellan, President