Exhibit 10.4


                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT (this "Agreement") is made as of February 1,
2005,  by and  among  Next  Phase  Wireless,  Inc.,  a Nevada  corporation  (the
"Company"), and Stephen Young (the "Executive"), each a "Party" and collectively
the "Parties."  Unless  otherwise  indicated,  capitalized  terms are defined in
Section 2.1.

         WHEREAS,  the  Parties  hereto  desire  to  enter  into  an  employment
agreement regarding the Company employing the Executive in a managerial role.

         NOW, THEREFORE, the Parties hereto agree as follows:

                                   ARTICLE I
                                EMPLOYMENT TERMS

          1.1  EMPLOYMENT.  The  Company  will  employ  the  Executive,  and the
Executive accepts  employment with the Company upon the terms and conditions set
forth in this  Agreement  for the  period  beginning  on the date  hereof,  (the
"Effective  Date")  and  ending  as  provided  in  Section  l.4(a)  hereof  (the
"Employment Period").

          1.2  POSITION AND DUTIES.

          (a)  GENERALLY.  During the Employment  Period, (i) the Executive will
be an  Executive  of the Company and will serve as Director  and Chairman of The
Board,  and (ii) in his capacity as Chairman of The Board,  the Executive  shall
render such management and executive and managerial  services to the Company and
its Subsidiaries as are commensurate with the customary duties, responsibilities
and  authority of his office,  subject to the power of the Board of Directors of
the Company  (the  "Board")  The  Executive  shall also serve as a member of the
Board during the Employment Period.

          (b)  DUTIES AND  RESPONSIBILITIES.  The  Executive  will report to the
Board of  Directors  of the Company  and will  devote his best  efforts and such
(reasonable  and necessary)  (full)  business time and attention to the business
and affairs of the Company and its Subsidiaries,  except for permitted vacations
and  reasonable  periods of illness or injury.  The  Executive  will perform his
duties  and  responsibilities  to the  best  of  his  abilities  in a  diligent,
trustworthy,  businesslike and efficient manner.  The Executive shall not engage
in any other business  activities that could  reasonably be expected to conflict
with the Executive's duties,  responsibilities and obligations hereunder. Except
in connection with  professional,  charitable or civic endeavors,  the Executive
will not serve as a member of the board of directors  of any Person  without the
prior  approval of the Board,  which  shall not be  unreasonably  withheld.  The
Executive may engage in any of the following business  activities while employed
by the Company:  (i)  investing his personal  assets in businesses  which do not
compete with the Company in such form or manner as will not require any services
on the part of  Executive in the  operation  or the affairs of the  companies in
which such investments are made and in which his participation is solely that of
an investor,  (ii)  purchasing  securities  in any entity whose  securities  are
regularly   traded   provided  that  such  purchase  shall  not  result  in  his
collectively  owning beneficially at any time five percent or more of the equity
securities  of any  entity  engaged  in a  business  competitive  to that of the
Company,  and (iii)  participating  in  conferences  or preparing or  publishing
papers or books so long as the Board of  Directors  approves of such  activities


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prior to  Executive's  engaging in them.  The senior  executive  position of the
Company  shall be a full  three  (3) year  term of this  Agreement.  During  the
Employment  Period,  the Executive  shall bring to the Company all investment or
business opportunities relating to the activities described in Section 1.8(a) of
which the Executive  becomes aware and which the Executive  believes are, or may
be, within the scope and  investment  objectives  related to the business of the
Company or any of its  Subsidiaries,  which  would or may be  beneficial  to the
business of the Company or any of its Subsidiaries, or are otherwise competitive
with the business of the Company or any of its Subsidiaries.

          1.3        COMPENSATION.


          (a)  BASE SALARY.  During the Employment  Period, the Executive's base
salary shall be $120,000 per annum (the "Base Salary"),  payable as follows: (i)
from  February 1, 2005 through  February 1, 2006 $10,000 per month in cash or S8
common stock of the Company valued at the three day trading  average per share .
The Board  shall  review  the  Executive's  performance  at least once each year
during the Employment  Period,  and determine,  in the Board's sole  discretion,
whether to grant any  increase  in the rate of the  Executive's  Base Salary for
future years during the Employment Period.  Payment from February 1, 2006 to the
end of the Employee contract shall be in cash or stock at the Employees option.

          (b)  BONUS.  The  Executive  shall be eligible  to receive  additional
stock bonuses under the  Management  Retention and Incentive Plan ("Plan") to be
established  by the Board of Directors  on or before  March 31, 2005.  It is the
intent of the parties that  Executive's  stock ownership in the Company shall be
no less than the stock ownership of any other senior executive of the Company at
the end of the full three (3) year term of this  Agreement.  All  Company  stock
issued Executive  hereunder or pursuant to the Plan shall contain  anti-dilution
protection in the event of a corporate  reorganization  or issuance of stock for
less than fair value.  Executive shall be eligible to receive additional bonuses
in cash and/or stock as  determined  from time to time by the Board of Directors
of the Company.

          (c)  EXPENSES.  The company  shall pay a $500.00  dollar per month car
allowance.  The Company will reimburse the Executive for all reasonable expenses
incurred  by him in the course of  performing  his duties  under this  Agreement
which are  consistent  with the  Company's  policies in effect at that time with
respect to travel,  entertainment  and other business  expenses,  subject to the
Company's  requirements  with respect to  reporting  and  documentation  of such
expenses; provided, however, any expense in excess of $500 shall be pre-approved
by a board member other than the Executive.

          (d)  VACATION.  The  Executive  shall be entitled to paid  vacation in
each  calendar year pursuant to Company  policy for  similarly  situated  active
executive Executives of the Company,  which if not taken during any year may not
be carried forward to any subsequent year.

          (e)  ADDITIONAL BENEFITS.  During the Employment Period, the Executive
shall be  entitled  to  participate  in any  group  medical,  401(k)  and  other
Executive  benefit plans and perquisites  adopted by the Board for participation
by the Executive subject to the terms and conditions of such plans (collectively
"Benefits")  which  participation  shall be in accordance with the terms of such
plans and on the same terms and conditions as other  similarly  situated  active
executive  Executives  of the  Company.  The  Company  shall  have the  right to

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purchase in the  Executive's  name a "key man" life insurance  policy naming the
Company or any of its Subsidiaries as the sole beneficiary thereunder.

          (f)  WITHHOLDING.  All payments  made to or on behalf of the Executive
and the terms of this Agreement shall be subject to all withholding  required or
permitted  by  law  and  such  other  withholding  as may  be  agreed  to by the
Executive.

          (g)  SHARE  RESTRICTIONS.  Some Shares to be issued hereunder have not
been  registered  under  the Act or under  any state  securities  law.  Employee
understands that these Shares will be  characterized as "restricted"  securities
under  federal   securities  laws  and  that  under  such  laws  and  applicable
regulations such Shares may not be resold without registration except in certain
limited circumstances.  Employee agrees that he will not sell all or any portion
of the Shares except  pursuant to  registration  under the Act or pursuant to an
available  exemption from registration  under the Act. Employee  understands and
acknowledges  that all  certificates  representing  the  Shares  shall  bear the
following  legend or a legend of similar  import and the Company shall refuse to
transfer the Shares except in accordance with such restrictions:

                  "THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  OR UNDER
CERTAIN STATE  SECURITIES  LAWS. NO SALE OR TRANSTER OF THESE SHARES MAY BE MADE
IN THE ABSENCE OF (A) AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT OR (B)
AN OPINION OF COUNSEL  ACCEPTABLE TO COMPANY THAT REGISTRATION  UNDER THE ACT OR
UNDER  APPLICABLE  STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH
PROPOSED SALE OR TRANSFER."

          1.4  TERM AND TERMINATION.

          (a)  DURATION.  The Employment  Period shall commence on the Effective
Date of this  Agreement  and  shall  continue  until  the  first to occur of (i)
termination  of the  Executive's  employment  by the  Company  for  Cause,  (ii)
termination of the Executive's  employment by the Company  without Cause,  (iii)
the Executive's  resignation with Good Reason, (iv) the Executive's  resignation
other than for Good Reason, (v) the Executive's death or Disability, or (vi) the
third anniversary of the Effective Date (the "Expiration").  Notwithstanding the
above,  the  parties  agree  to  review  this  Agreement  on each  one (1)  year
anniversary to determine if each party wishes to continue the  relationship  and
if so, if the salary and benefits are adequate for Executive based on his duties
and responsibilities.

          (b)  SEVERANCE UPON  TERMINATION  WITHOUT CAUSE OR UPON RESIGNATION BY
THE EXECUTIVE  FOR GOOD REASON.  If the  Employment  Period is terminated by the
Company  without Cause or the Executive  resigns for Good Reason,  the Executive
will be  entitled  to receive  (i) an amount  equal to twelve (12) months of his
Base Salary paid at such normal payroll intervals during the Severance Period as
otherwise applicable to active employees of the Company, and (ii) Benefits under
the Company's insurance and other employee benefit plans to the extent eligible.
The  Executive  shall also be  entitled to receive  all  reimbursable  expenses,
benefits or other  entitlements  then due and owing to the  Executive  as of the
Termination Date. The Company will be obligated to make such severance  payments
and provide such Benefits  only if the Executive has not breached,  and only for


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so long as the Executive does not breach,  his  obligations  under SECTIONS 1.5,
1.6,  1.7, OR 1.8 of this  Agreement  and executes and delivers to the Company a
mutual release acceptable to both parties at the time of Termination.

          (c)  SALARY AND OTHER PAYMENTS THROUGH TERMINATION. If the Executive's
employment  with the  Company is  terminated  before the  Expiration  (i) by the
Company for Cause, (ii) by the Executive other than for Good Reason, or (iii) by
reason of the Executive's death or Disability, the Executive will be entitled to
receive his Base Salary through the Termination Date and will not be entitled to
receive any severance  payments or Benefits after termination other than, in the
case of  termination  under  clause (iii) above,  Benefits  under the  Company's
insurance and other employee benefit plans to the extent eligible. The Executive
shall also be entitled to receive all reimbursable  expenses,  benefits or other
entitlements then due and owing to the Executive as of the Termination Date.

          (d)  OTHER RIGHTS.  Except as set forth in SECTION 1.4(b),  all of the
Executive's  rights to benefits,  Base Salary,  and Bonuses  hereunder  (if any)
which accrue or become payable after the  termination  of the Employment  Period
shall cease upon such  termination.  The Company and its Subsidiaries may offset
any amounts the Executive  owes any of them against any amounts the Company owes
the  Executive  hereunder;  provided  that such offset shall occur only upon the
Executive's termination of employment with the Company.

          1.5  CONFIDENTIAL INFORMATION.

          (a)  The  Executive  shall not  disclose  or use at any  time,  either
during his employment with the Company or thereafter (excluding trade secrets of
the  Company  and its  Subsidiaries  which may not be  disclosed  or used at any
time), any Confidential Information (as defined below) of which the Executive is
or becomes aware, whether or not such information is developed by him, except to
the extent that (i) such  disclosure or use is directly  related to and required
by the Executive's performance of the duties assigned to the Executive, (ii) the
Executive is required by subpoena or similar  process to disclose or discuss any
Confidential  Information,  provided,  that in such case,  the  Executive  shall
promptly inform the Company of such event,  shall cooperate with the Company and
its  Subsidiaries  in  attempting  to obtain a protective  order or to otherwise
restrict  such  disclosure  or  (iii)  such  Confidential   Information  becomes
generally  known to and available for use by the public,  other than as a result
of any action or inaction by the Executive,  and at the Company's  expense,  the
Executive shall take all appropriate steps to safeguard Confidential Information
and to protect it against  disclosure,  misuse,  espionage,  loss and theft. The
Executive acknowledges that the Confidential  Information obtained by him during
the course of his employment with the Company is the property of the Company and
its Subsidiaries.

          (b) The Executive  understands  that the Company and its Subsidiaries
will receive from third parties confidential or proprietary  information ("Third
Party  Information")  subject  to a duty  on the  part  of the  Company  and its
Subsidiaries to maintain the  confidentiality  of such information and to use it
only for certain limited purposes.  During the Employment Period and thereafter,
and without in any way limiting the  provisions  of SECTION  1.5(a)  above,  the
Executive will hold Third Party Information in the strictest confidence and will
not disclose to anyone (other than personnel of the Company or its  Subsidiaries
who need to know such  information in connection with their work for the Company
and its Subsidiaries) or use, except in connection with his work for the Company

                                      -4-
<PAGE>


or its Subsidiaries,  Third Party Information  unless expressly  authorized by a
member of the Board in writing.

          (c)  During the  Employment  Period,  the  Executive  shall not use or
disclose any  confidential  information or trade secrets,  if any, of any former
employers  or any  other  person  to whom the  Executive  has an  obligation  of
confidentiality,  and shall not bring onto the  premises  of the  Company or its
Subsidiaries any unpublished  documents or any property  belonging to any former
employer  or any  other  person  to whom  the  Executive  has an  obligation  of
confidentiality unless consented to in writing by the former employer or person.
The Executive shall use in the performance of his duties only  information  that
is (i)  generally  known  and  used by  persons  with  training  and  experience
comparable to the Executive's  and that is (x) common  knowledge in the industry
or (y) is otherwise  legally in the public domain,  (ii)  otherwise  provided or
developed by the Company or its  Subsidiaries or (iii) in the case of materials,
property or information belonging to any former employer or other person to whom
the Executive has an  obligation  of  confidentiality,  approved for such use in
writing by such former employer or person.

          (d)  As used in this  Agreement  the term  "Confidential  Information"
means  information  that is not generally  known to the public and that is used,
developed or obtained by the Company or any of its  Subsidiaries  in  connection
with its business, including but not limited to (i) business development, growth
and other strategic  business plans, (ii) properties  available for acquisition,
financing,  development or sale,  (iii)  accounting and business  methods,  (iv)
services or products and the marketing of such services and products,  (v) fees,
costs and pricing  structures,  (vi) the status of or any information  regarding
the Company or any of its  Subsidiaries'  relationship  with any governmental or
regulatory bodies (vii) inventions, devices, new developments, methods, analysis
and processes,  whether patentable or unpatentable and whether or not reduced to
practice,  (viii)  drawings,  photographs and reports,  (ix) computer  software,
including  operating  systems,  applications and program listings,  (x) manuals,
customer  contracts,  personnel data and  documentation,  (xi) data bases, (xii)
copyrightable works, (xiii) all technology and trade secrets, (xvi) confidential
terms of any  supplier  or  customer  relationships,  and (xv) all  similar  and
related information in whatever form. Confidential Information shall not include
any information that has become  generally  available to the public prior to the
date the  Executive  proposes  to disclose  or use such  information  or general
know-how of the Executive.

          1.6  INTELLECTUAL PROPERTY. In the event that the Executive as part of
his  activities on behalf of the Company or any of its  Subsidiaries  generates,
authors or contributes to any trade name, trade mark,  trade secret,  invention,
design,  new  development,  device,  product,  method or process (whether or not
patentable or reduced to practice or comprising Confidential  Information),  any
copyrightable work (whether or not comprising  Confidential  Information) or any
Confidential  Information relating directly or indirectly to the business of the
Company  or  any  of  its   Subsidiaries   as  now  or   hereinafter   conducted
(collectively,  "Intellectual  Property"),  the Executive acknowledges that such
Intellectual  Property  is  the  exclusive  property  of  the  Company  and  its
Subsidiaries  and hereby  assigns all right,  title and  interest in and to such
Intellectual  Property to the Company and its  Subsidiaries.  Any  copyrightable
work prepared in whole or in part by the  Executive  will be deemed "a work made
for hire" under Section  201(b) of the 1976  Copyright  Act, and the Company and
its Subsidiaries shall own all of the rights comprised in the copyright therein.
The Executive shall promptly and fully disclose all Intellectual Property to the
Company and shall cooperate with the Company and its Subsidiaries to protect the

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Company's  and its  Subsidiaries'  interests in and rights to such  Intellectual
Property  (including,  without limitation,  providing  reasonable  assistance in
securing  patent  protection  and  copyright  registrations  and  executing  all
documents as reasonably  requested by the Company,  whether such requests  occur
prior to or after termination of the Executive's employment with the Company).

          1.7  DELIVERY  OF  MATERIALS  UPON   TERMINATION  OF  EMPLOYMENT.   As
requested  by the  Company  from  time to time and upon the  termination  of the
Executive's  employment  with the Company for any reason,  the  Executive  shall
promptly deliver to the Company all copies and embodiments, in whatever form, of
all  Confidential  Information  and  Intellectual  Property  in the  Executive's
possession  or within  his  control  (including,  but not  limited  to,  written
records,  notes,  photographs,   manuals,  notebooks,   documentation,   program
listings,  flow charts,  magnetic media, disks,  diskettes,  tapes and all other
materials  containing any  Confidential  Information or  Intellectual  Property)
irrespective  of the location or form of such  material and, if requested by the
Company,  shall  provide the Company  with  written  confirmation  that all such
materials  have  been  delivered  to  the  Company.

          1.8  NON-COMPETE. NON-SOLICITATION.

          (a)  The  Executive  acknowledges  and agrees with the Company and its
Subsidiaries  that the Executive's  services to the Company and its Subsidiaries
are  unique  in  nature  and  that the  Company  and its  Subsidiaries  would be
irreparably  damaged if the Executive  were to provide  similar  services to any
Person  competing with the Company or its  Subsidiaries  or engaged in a similar
business.  The  Executive  further  acknowledges  that  in  the  course  of  his
employment  with the Company he will become  familiar with the Company's and its
Subsidiaries' trade secrets and with other Confidential Information.  During the
Noncompete  Period, he shall not, directly or indirectly,  either for himself or
for any  other  Person,  permit  his  name to be used by or  participate  in any
business or enterprise (including,  without limitation,  any division,  group or
franchise  of a larger  organization)  that engages or proposes to engage (i) in
the Business within the United States (collectively, the "Restricted Territory")
or (ii) in a business  identical to or similar to any business  which is engaged
in by the Company or any of its  Subsidiaries  or affiliates  in the  Restricted
Territory prior to the Executive's  termination.  The Executive acknowledges and
agrees that the term of the Noncompete  Period and that the geographical  limits
of the Restricted Territory are reasonable.  For purposes of this Agreement, the
term "participate in" shall include,  without  limitation,  having any direct or
indirect  interest  in  any  Person,  whether  as  a  sole  proprietor,   owner,
stockholder,   partner,  member,  joint  venturer,  creditor  or  otherwise,  or
rendering any direct or indirect service or assistance to any Person (whether as
a director,  officer,  supervisor,  Executive,  agent, consultant or otherwise).
Nothing herein will prohibit the Executive  from mere passive  ownership of less
than two (2) percent of the  outstanding  stock of any class of a  publicly-held
corporation  whose stock is traded on a national  securities  exchange or in the
over-the-counter  market.  As used herein,  the phrase "mere passive  ownership"
shall include voting or otherwise granting any consents or approvals required to
be obtained from such Person as an owner of stock or other  ownership  interests
in any entity pursuant to the charter or other organizational  documents of such
entity,  but shall not  include,  without  limitation,  any  involvement  in the
day-to-day operations of such entity. In addition,  nothing herein will prohibit
the  Executive  from  participating  in any  business  or  enterprise  having  a
subsidiary  which  engages in the Business,  so long as the  Executive  does not
provide  services to, act as an officer or director of or otherwise  participate
in the management or operations of such subsidiary.

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          (b)  During  the  Nonsolicitation   Period,  the  Executive  will  not
directly or indirectly  through  another  Person induce or attempt to induce any
customer,  supplier,  licensee, or other business relation of the Company or any
of its  Subsidiaries  to cease  doing  business  with the  Company or any of its
Subsidiaries, or induce or attempt to induce any Executive of the Company or any
of its Subsidiaries to terminate such Executive's employment with the Company or
any of its Subsidiaries,  or in any way interfere with the relationship  between
any such customer,  supplier,  licensee,  Executive or business relation and the
Company or any of its Subsidiaries,  including,  without  limitation,  knowingly
making any negative  statements or communications  concerning the Company or any
of its Subsidiaries.

          1.9  ENFORCEMENT.  If, at the time of enforcement of SECTION 1.5, 1.6,
1.7 or 1.8, a court holds that the  restrictions  stated herein are unreasonable
under  circumstances  then  existing,  the  Parties  agree  that,  to the extent
permitted by applicable  law, the maximum  period,  scope or  geographical  area
reasonable  under such  circumstances  will be  substituted  for the  Noncompete
Period,  scope or area. Because the Executive's  services are unique and because
the Executive has access to Confidential  Information and Intellectual Property,
the  Parties  agree that money  damages  would be an  inadequate  remedy for any
breach of SECTION  1.5,  1.6,  1.7 or 1.8.  Therefore,  in the event a breach or
threatened  breach of SECTION  1.5,  1.6,  1.7 or 1.8, the Company or any of its
Subsidiaries or any of their  respective  successors or assigns may, in addition
to other  rights and  remedies  existing in their  favor,  apply to any court of
competent  jurisdiction  for specific  performance  and/or  injunctive  or other
relief in order to enforce,  or prevent any violations of, the provisions hereof
(without  posting a bond or other  security).  The Parties hereby agree that the
Noncompete  Period defined in this Agreement  shall be extended on a day-for-day
basis for each day during  which the  Executive  is in  violation of the Section
1.8, so that the Executive  will be restricted  from engaging in the  activities
prohibited in Section 1.8 for the full  Noncompete  Period.  The Parties  hereby
acknowledge  and agree that (a)  performance  of the  services of the  Executive
hereunder may occur in jurisdictions  other than the jurisdiction  whose law the
Parties have agreed shall govern the construction,  validity and  interpretation
of this Agreement, (b) the law of California shall govern construction, validity
and  interpretation  of this Agreement to the fullest extent  possible,  and (c)
SECTION 1.5, 1.6, 1.7 and 1.8 shall  restrict the  Executive  only to the extent
permitted by applicable law.

          1.10 SURVIVAL.  SECTIONS  1.5,  1.6, 1.7 or 1.8 (and any defined terms
related  thereto)  will  survive and continue in full force in  accordance  with
their terms notwithstanding any termination of the Employment Period.

          1.11 RELOCATION.  Executive and the Company  acknowledge  (a) that the
Executive  lives in Big Bear California and will not re-locate to Orange County.
This will  require  travel time and  mileage to the Anaheim  office and shall be
considered an expense.

          1.12 LEGAL FEES. The Company shall either  reimburse  Executive for or
directly pay  Executive's  legal fees in connection with the negotiation of this
Agreement, up to a maximum of $1,000.

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                                   ARTICLE II
                                  DEFINED TERMS

          2.1  DEFINITIONS.  For purposes of this Agreement, the following terms
will have the following meanings:

               "AFFILIATES"  means  a  person  that  directly  controls,  or  is
controlled  by, or is under common  control with or by the Company or any of its
Subsidiaries.

               "BUSINESS"  means the  business  of  providing  any  products  or
services  for  wireless  broadband  connectivity  for  small  and  medium  sized
businesses (400 employees or less) in the United States.

               "CAUSE" means (a) theft,  misappropriation or embezzlement of the
Company's  or  any  Subsidiary's  assets  or  business  opportunities,  (b)  the
commission  of a  felony  or  other  crime  involving  moral  turpitude  or  the
commission  of any other act or  omission  involving  dishonesty  or fraud  with
respect to the Company or any of its  Subsidiaries  or any of their customers or
suppliers,  (c)  reporting  to work  under the  influence  of alcohol or illegal
drugs,  the use of illegal  drugs  (whether  or not at the  workplace)  or other
repeated  conduct  causing  the Company or any of its  Subsidiaries  substantial
public  disgrace,   substantial   disrepute  or  material   economic  harm,  (d)
substantial and repeated failure to perform duties as reasonably directed by the
Board which is not cured to their reasonable  satisfaction  within 30 days after
written notice thereof to the Executive and opportunity to meet with and discuss
the grounds for termination  with the Board and any persons named in the notice,
(e)  knowingly  aiding or  abetting a  competitor,  supplier  or customer of the
Company or any of its  Subsidiaries  to the  material  disadvantage  or material
detriment of the Company and its  Subsidiaries,  (f) gross  negligence,  willful
misconduct or material  breach of fiduciary  duty with respect to the Company or
any of its  Subsidiaries,  or (g) any material breach of this Agreement which is
not cured to the Board's  reasonable  satisfaction  within 30 days after written
notice thereof to the Executive  during which time Executive  shall be given the
opportunity to meet with and discuss the grounds for termination  with the Board
and any persons named in the notice.

               "CHANGE OF CONTROL" means the occurrence, without the Executive's
written consent of one or more of the following events: (i) sale of greater than
50% of the Company's assets,  (ii) merger or reorganization  with another entity
wherein the Company  will not be the  surviving  or  controlling  entity;  (iii)
issuance  or  aggregation  of voting  common  shares of the Company in an amount
equal to or greater than 50 % of the issued and outstanding voting common shares
of the  Company as of the date of this  Agreement  in an outside  individual  or
entity,  or (iv) change in the majority of the existing  members of the Board of
Directors as of the date of this Agreement.

               "DISABILITY" means the reasonable, good faith determination by an
independent  physician  selected  in good  faith by the Board and the  Executive
that, due to a mental or physical  impairment or  disability,  the Executive has
been incapable or unable, even with reasonable accommodations,  to fully perform
the  material  duties  performed  by  the  Executive  for  the  Company  or  its
Subsidiaries  immediately  prior to such  disability  for a  period  of at least
ninety (90) consecutive days.

                                      -8-
<PAGE>

               "GOOD  REASON"  means the  occurrence,  without  the  Executive's
written  consent,  of one or  more of the  following  events:  (i)  the  Company
materially  reduces the amount of the Base  Salary,  (ii) the Company  adversely
changes the Executive's titles or reduces his responsibilities inconsistent with
the  positions he holds,  (iii) except as set forth  herein,  relocation  of the
Company's principal place of business out side of Southern California,  (iv) the
requirement  that Executive  spend at least two (2) weeks per month for at least
three (3)  consecutive  months at a location more than two (2) hours flight time
from the Company's  principal  place of business,  or a change of control of the
Company as herein  defined;  provided that no such event shall  constitute  Good
Reason hereunder unless (a) the Executive shall have given written notice to the
Company of the Executive's intent to resign for Good Reason within 15 days after
the  occurrence of any such event or occurrence and (b) such event or occurrence
shall not have been resolved to the Executive's  reasonable  satisfaction within
15 days of the Company's receipt of such notice.

               "NONCOMPETE  PERIOD" means the Executive's  Employment Period and
one (1) year from the termination of the Executive's employment from the Company
for any reason.

               "NONSOLICITATION  PERIOD" means the Executive's Employment Period
and one (1) year from the  termination of the  Executive's  employment  from the
Company for any reason.

               "PERSON" means an individual,  a  partnership,  a corporation,  a
limited liability  company,  an association,  a joint stock company,  a trust, a
joint venture, an unincorporated  organization,  or the United States of America
any other  nation,  any state or other  political  subdivision  thereof,  or any
entity exercising executive, legislative, judicial, regulatory or administrative
functions of government.

               "SEVERANCE  PERIOD"  means,  in the  event  that the  Executive's
employment with the Company is terminated by the Company without Cause or by the
Executive with Good Reason,  the period of time starting on the Termination Date
and ending twelve (12) months from such date.

               "SUBSIDIARY"  means, with respect to any Person, any corporation,
limited liability company, partnership,  association or business entity of which
(a) if a  corporation,  a majority of the total  voting power of shares of stock
entitled  (without  regard to the occurrence of any  contingency) to vote in the
election of  directors,  managers  or  trustees  thereof is at the time owned or
controlled,  directly or indirectly,  by that Person or one or more of the other
Subsidiaries  of that  Person  or a  combination  thereof,  or (b) if a  limited
liability company, partnership, association or other business entity (other than
a corporation),  a majority of partnership or other similar  ownership  interest
thereof is at the time  owned or  controlled,  directly  or  indirectly,  by any
Person or one or more Subsidiaries of that Person or a combination  thereof. For
purposes  hereof,  a Person  or  Persons  shall  be  deemed  to have a  majority
ownership interest in a limited liability company,  partnership,  association or
other business entity (other than a corporation) if such Person or Persons shall
be allocated a majority of limited liability company,  partnership,  association
or other  business  entity  gains or losses or shall be or control any  managing
director or general  partner of such  limited  liability  company,  partnership,
association  or other  business  entity.  For purposes  hereof,  references to a
"Subsidiary"  of any Person  shall be given  effect only at such times that such
Person has one or more Subsidiaries.

               "TERMINATION DATE" means the date of the Executive's  termination
of employment with the Company.

                                      -9-
<PAGE>



          2.2  OTHER DEFINITIONAL PROVISIONS.

          (a)  For purposes of this  Agreement,  employment by the Company means
employment by the Company or any of its Subsidiaries.

          (b)  Section references  contained in this Agreement are references to
sections in this Agreement,  unless otherwise specified.  Each defined term used
in this  Agreement has a comparable  meaning when used in its plural or singular
form. Each  gender-specific term used in this Agreement has a comparable meaning
whether used in a masculine, feminine or gender-neutral form.

          (c)  Whenever  the  term  "including"  (whether  or not  that  term is
followed by the phrase "but not limited to" or "without  limitation" or words of
similar  effect) is used in this Agreement in connection with a listing of items
within a  particular  classification,  that listing  will be  interpreted  to be
illustrative  only  and  will  not be  interpreted  as a  limitation  on,  or an
exclusive listing of, the items within that classification.


                                  ARTICLE III
                               MISCELLANEOUS TERMS

          3.1  DISPUTE RESOLUTION.

          (a)  Except with respect to disputes and claims  under  SECTIONS  1.4,
1.5,  1.6 and 1.8 hereof  (which the  parties  hereto may pursue in any Court of
competent  jurisdiction  and which  may be  pursued  in any  Court of  competent
jurisdiction  as specified  below),  each party  hereto  agrees that any dispute
relating to or arising out of the provisions of this Agreement  shall be decided
by  arbitration  in the state of  California  in  accordance  with the Expedited
Arbitration Rules of the American Arbitration Association then obtaining, unless
the Parties  mutually agree  otherwise in a writing signed by both Parties.  The
undertaking  to  arbitrate  shall  be  specifically  enforceable.  The  decision
rendered by the arbitrator  will be final and judgment may be entered upon it in
accordance with appropriate law in any court having jurisdiction  thereof.  Each
Party shall pay its own costs and expenses for any such  arbitration  proceeding
and shall share equally the costs for the arbitration  proceeding itself such as
the arbitrator's fee and conference room rental fees.

          3.2  NOTICES.  Any notice  provided for in this  Agreement  must be in
writing  and must be either  personally  delivered,  mailed by first  class mail
(postage  prepaid and return receipt  requested) or sent by reputable  overnight
courier  service  (charges  prepaid)  to  the  recipient  at the  address  below
indicated:

                  To the Company or the Board:
                  ---------------------------

                  NextPhase Wireless, Inc.
                  300 S. Harbor Blvd., Suite 500
                  Anaheim, California 92805
                  Telephone: (714) 765-0010
                  Facsimile: (714) 765-0015
                  Attention:   Board of Directors

                  With a copy (which will not  constitute  notice to the Company
                  or the Board) to:
                  --------------------------------------------------------------

                                      -10-
<PAGE>




                  Paul G. Goss, P.C.
                  1775 Sherman Street, Suite 2550
                  Denver, Colorado 80203-4322
                  Telephone: (720) 981-2954
                  Facsimile: (720) 981-2955
                  Attention: Paul G. Goss

                  To the Executive:
                  ----------------

                  Stephen Young

                  ------------------
                  Telephone:
                  Facsimile:

or such other  address or to the attention of such other person as the recipient
party will have  specified by prior  written  notice to the sending  party.  Any
notice under this  Agreement will be deemed to have been given when so delivered
or sent or, if mailed, five days after deposit in the U.S. mail.

          3.3  SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any  provision of this  Agreement is held to be invalid,  illegal or
unenforceable   in  any  respect  under  any  applicable  law  or  rule  in  any
jurisdiction,  such invalidity,  illegality or unenforceability  will not affect
any  other  provision  or any other  jurisdiction,  but this  Agreement  will be
reformed,  construed  and  enforced  in such  jurisdiction  as if such  invalid,
illegal or unenforceable provision had never been contained herein.

          3.4  COMPLETE   AGREEMENT.   This  Agreement   embodies  the  complete
agreement and understanding  among the Parties with regard to the subject matter
hereof  and  supersede  and  preempt  any prior  understandings,  agreements  or
representations by or among the Parties, written or oral, which may have related
to the  subject  matter  hereof  in any way.  Notwithstanding  the  above,  this
Agreement  shall  not  supercede  any   agreements,   including  any  noncompete
agreements,  entered  into by former  owners of the Company  with respect to the
acquisition of the Company.

          3.5  COUNTERPARTS.   This   Agreement  may  be  executed  in  separate
counterparts,  each of which is deemed to be an original  and all of which taken
together constitute one and the same agreement.

          3.6  SUCCESSORS  AND ASSIGNS.  This  Agreement is intended to bind and
inure to the benefit of and be  enforceable by the Company,  the Executive,  and
their respective heirs, successors and assigns; provided, however, neither Party
may assign its respective  rights or delegate its obligations  hereunder without
the prior written consent of the other Party. Notwithstanding the foregoing, the
Company may assign the Agreement to any entity  acquiring  all or  substantially
all of the assets or the business of the Company.

                                      -11-
<PAGE>


          3.7  CHOICE  OF  LAW.  All  questions   concerning  the  construction,
validity and  interpretation of this Agreement will be governed by and construed
in accordance with the domestic laws of California  without giving effect to any
choice of law or conflict of law provision or rule (whether of California or any
other  jurisdiction)  that  would  cause  the  application  of the  laws  of any
jurisdiction other than California.

          3.8  REMEDIES.  Subject to the  provisions  of SECTION  3.1 each Party
will be entitled to enforce its rights  under this  Agreement  specifically,  to
recover  damages  and  costs  caused  by any  breach  of any  provision  of this
Agreement and to exercise all other rights existing in its favor. Nothing herein
shall  prohibit any arbitrator or judicial  authority  from awarding  attorney's
fees or costs to a prevailing  party in any  arbitration or other  proceeding to
the extent that such  arbitrator  or  authority  may lawfully do so. The Parties
agree and  acknowledge  that money damages may not be an adequate remedy for any
breach  of the  provisions  of this  Agreement  and  that,  notwithstanding  the
provisions  of Section  3.1, any party may in its sole  discretion  apply to any
court of law or equity of competent  jurisdiction  (without  posting any bond or
deposit) for specific  performance  and/or other  injunctive  relief in order to
enforce or prevent any violations of the provisions of this Agreement.

          3.9  AMENDMENT AND WAIVER.  The  provisions  of this  Agreement may be
amended or waived  only with the prior  written  consent of the  Company and the
Executive,  and no  course of  conduct  or  failure  or delay in  enforcing  the
provisions  of this  Agreement  will  affect  the  validity,  binding  effect or
enforceability of this Agreement.

          3.10 THIRD PARTY  BENEFICIARIES.  This  Agreement  will not confer any
rights or  remedies  upon any  Person  other than the  parties  hereto and their
respective successors and permitted assigns.

          3.11 EXECUTIVE'S REPRESENTATIONS.  The Executive hereby represents and
warrants to the Company that (a) the execution, delivery and performance of this
Agreement by the Executive do not and shall not conflict with,  breach,  violate
or cause a default under any contract, agreement, instrument, order, judgment or
decree  to which  the  Executive  is a party or by  which he is  bound,  (b) the
Executive  is not a party to or bound by any  employment  agreement,  noncompete
agreement or  confidentiality  agreement  with any other Person and (c) upon the
execution and delivery of this Agreement by the Company, this Agreement shall be
the valid and binding  obligation of the  Executive,  enforceable  in accordance
with its terms.











               IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this
Employment Agreement as of the date first written above.




                                         NEXTPHASE WIRELESS, INC.


                                         By:
                                             ----------------------
                                             Name:
                                             Title:

                                             ----------------------
                                             EXECUTIVE


                                      -12-