EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

      THIS AGREEMENT is made this the 1st day of July, 2003, by and between
Breda Telephone Corp., an Iowa Corporation, hereinafter referred to as "Breda",
and Jane Morlok, the Chief Financial Officer and Co-Chief Executive Officer,
hereinafter referred to as "Jane".

      WHEREAS, Jane is presently employed by Breda pursuant to an Employment
Agreement dated the 1st day of April, 2002, and

      WHEREAS, the parties hereto desire to terminate that agreement and enter
into a new agreement based on the terms and conditions set forth below.

      NOW, therefore in consideration of the mutual covenants and obligations
hereinafter set forth, the parties agree as follows:

      1. Termination of Old Employment Agreement. The parties hereto agree that
the old Employment Agreement shall be terminated concurrently with the execution
of this agreement and shall be of no further force or effect. The parties hereto
waive and release all rights that they may have under the old Employment
Agreement as of the date hereof.

      2. Employment and Duties. Breda employs Jane in the capacity as Chief
Financial Officer and Co-Chief Executive Officer, subject to the control of the
Board of Directors. Jane shall perform such other and additional duties as shall
be assigned to her from time to time by such Board of Directors.

      3. Compensation. During the term of this agreement, Breda shall pay Jane a
salary and bonus as follows:

            (a)   Salary. Jane's yearly salary for the year beginning the 1st
                  day of January, 2003, to the 31st day of December, 2003, shall
                  be $81,500.00. Jane's yearly salary for the year beginning the
                  1st day of January, 2004, to the 31st day of December, 2004,
                  shall be $83,000.00. Jane's yearly salary for the year
                  beginning the 1st day of January, 2005, to the 31st day of
                  January, 2005, shall be $84,500.00. Jane's yearly salary will
                  be payable in accordance with Breda's regular payroll
                  procedures.

            (b)   Bonus. The system for determining a bonus for Jane has been
                  established by the Board of Directors. For the year beginning
                  the 1st day of January, 2003, and ending the 31st day of
                  December, 2003, a copy of the procedure is attached hereto and
                  marked as "Attachment A", and made a part hereof. The final
                  determination as to the amount of the bonus rests solely in
                  the discretion of the Board of Directors. However, the Board
                  does hereby agree that the methodology and procedures will
                  follow the general guidelines as outlined in the "Attachment
                  A".


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            (c)   Additional Bonus. The year beginning the 1st day of January,
                  2004, and ending the 31st day of December, 2004, and for the
                  year beginning the 1st day of January, 2005, and ending the
                  31st day of December, 2005, the amount of bonus that Jane can
                  earn will increase by 5% to 25% of her annual salary. This
                  additional bonus will be determined by measuring (i) cash flow
                  generated from operations; and (ii) value added calculations.

      4. Other Employee Benefits. Jane shall be entitled to all employee
benefits extended, from time to time, to all full time employees of Breda.

      5. Extent of Service. Jane shall devote her entire attention and energy to
the business and affairs of Breda, and should not be engaged in any other
business activity, whether or not such business activity is a pursuit for gain,
profit or other pecuniary advantage, unless Breda consents to Jane's involvement
in such business activity. This restriction shall not be construed as preventing
Jane from investing her assets in a form or manner that would not require Jane's
services in the operation of any of the company in which such investments are
made.

      6. Term. The term of this agreement shall be for three years, beginning on
the 1st day of January, 2003, and ending on the 31st day of December, 2005.

      7. Termination Without Cause. Breda may terminate this agreement at any
time, without cause, by giving thirty (30) days written notice to Jane. In that
event, if requested by Breda, Jane shall continue to render her services and
shall be paid her regular compensation up to the date of termination. In
addition, Jane shall be paid on the date of termination the severance allowance
equal to the amount remaining to be paid under this contract.

      Jane may terminate this agreement, at any time, by giving sixty (60) days
notice to Breda. In that event, Breda shall pay Jane her compensation up to the
date of termination. Jane shall not be entitled to any severance payment and
will not be considered for any performance upon her voluntary termination.

      8. Termination for Cause. Breda may terminate this agreement for cause
upon five (5) days written notice to Jane stating the reason for said
termination. Matters which would be considered terminable for cause would
include, but not be limited to:

            (a)   Fraud or theft;

            (b)   Falsifying records;

            (c)   Refusal to carry out a specific order of the Board of
                  Directors;

            (d)   Abuse, discrimination, or harassment of another employee;

            (e)   Unauthorized dissemination of records or information;

            (f)   Divulging confidential information;

            (g)   Possession of illegal drugs or weapons while on Breda
                  property;

            (h)   Conviction of a crime, the nature of which would be calculated
                  to render an employee undesirable as a co-manager and
                  detrimental to the best interest of the company; and


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            (i)   Using or possessing intoxicants or narcotics of any kind while
                  on company premises or being at work under the influence of
                  such substances.

      9. Illness or disability. If Jane is absent from her employment by reason
of illness or other incapacity for more than twenty-six (26) consecutive weeks,
Breda may, after such twenty-six (26) consecutive weeks, but only if Jane then
fails to return to active employment with Breda, terminate Jane's employment by
furnishing her with notice of termination. Breda shall pay Jane compensation
during any period of illness or incapacity in accordance with Breda's sick pay
policy then in effect.

      10. Death. If Jane's employment terminates by reason of her death, Breda
shall only be obligated to make the payments required under its pension plan.

      11. Restrictive Covenants. During the term of this agreement, and for a
period of one (1) year hereafter, Jane shall not, either as an individual or on
her own account, or as a partner, joint venture, employee, agent, officer,
director or shareholder, directly or indirectly (a) enter into or engage in any
business competitive with that of Breda within fifty (50) mile area in which
Breda is then doing business; and (b) solicit or attempt to solicit any of
Breda's customers with the intent or purpose to perform services for such
customers which are the same or similar to those provided to the customer by
Breda, or to sell to such customers goods which are the same or similar to those
provided to customers by Breda.

      12. Confidential Information. Jane acknowledges and agrees that all
information of a technical or business nature, such as know how, trade secrets,
business plans, data, processes, techniques, customer information, inventions,
discoveries and devices, acquired by Jane in the course of her employment under
this agreement, is valuable, proprietary information of Breda. Jane agrees that
such confidential information whether in written, verbal or model form shall not
be disclosed to anyone outside of the employment of Breda, without Breda's
written consent.

      13. Return of Documents. Upon the termination of Jane's employment with or
without cause, Jane shall immediately return and deliver to Breda and shall not
retain any originals or copies of any books, papers, price lists, customer
contacts, bids, customer lists, files, notebooks or any other documents
containing any of the confidential information or otherwise relating to Jane's
performance of duties under this agreement. Jane further acknowledges and agrees
that all such documents are Breda's sole and exclusive property.

      14. Expenses. Jane is authorized to incur only such expenses for promoting
and continuing Breda's business as Breda may from time to time deem reasonable
and appropriate. Breda will reimburse Jane for all such expenses upon Jane's
presentation of receipts and an itemized accounting therefore.

      15. Construction of Agreement. This agreement shall be interpreted,
constructed and governed by and under the laws of the State of Iowa. If any
provision or clause of this agreement or the application thereof to either party
is held to be invalid by a court of competent



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jurisdiction, then such provision shall be severed therefrom and such invalidity
shall not effect any other provision of this agreement.

            (a)   In the event that the provisions of paragraph 11 shall ever be
                  deemed to exceed the time or geographical limits permitted by
                  applicable law, then such provision shall be reformed to the
                  maximum time and geographical limits permitted by applicable
                  law.

            (b)   The representations, warranties, covenants and agreements of
                  the parties shall be revived continuously during the Term, or
                  in consideration of the compensation paid to Jane, and shall
                  survive the termination of this agreement.

            (c)   This agreement contains the entire agreement between the
                  parties hereto with respect to the subject matter hereof, and
                  there are no understandings, representations or warranties of
                  any kind between the parties except as expressly set forth
                  herein.

            (d)   Neither this agreement nor any right or obligation of Jane
                  hereunder may be assigned by Jane without the prior written
                  consent of Breda.

            (e)   Subject thereto, this agreement and the covenants and
                  conditions herein contained shall enure to the benefit of and
                  shall be binding upon the parties hereto and their respective
                  successors and permitted assigns.

                                                BREDA TELEPHONE CORP.


  7/1/03                                          /S/ Clifford Neumayer
----------------                                --------------------------------
Date                                            By Clifford Neumayer, President


  7/1/03                                          /S/ Jane Morlok
----------------                                --------------------------------
Date                                            Jane Morlok


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                                 "Attachment A"
                            Performance Bonus Rating
                              Calendar Year Results

Title:                CFO / Co-CEO
Period in Review:     January 1, 2003 to December 31, 2003, with bonuses
                      certified by May 1, 2003
Eligibility:          CFO / Co-CEO on payroll through December 31st of each year
Initial Reviewers:    Board of Directors Compensation Committee
Approval:             Full Board of Directors
Payout Timing:        Following Annual Stockholders' Meeting

                                               Below      As Expected    Above
                                              (0 pts.)     (1 pts.)     (2 pts.)

Delegate Human Resource Responsibilities      _______     _________    _________

Board of Directors                            _______     _________    _________

Maintain Operating Revenue                    _______     _________    _________

Limitation on Hours                           _______     _________    _________

Convention / Networking                       _______     _________    _________

SEC - establish procedures to limit costs     _______     _________    _________
to the Company

Materially completing goals (see attached)    _______     _________    _________

                                              (0 pts.)     (3 pts.)     (6 pts.)

Develop successful program for Carroll
which will include successful launching
of Voice in Carroll Project                   _______     _________    _________

Total Performance Bonus                       _______     _________    _________
Max Bonus Potential                             0%           10%          20%

Comments:_______________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


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Key Manager Annual Performance Bonus recommendation for the year of _________,
by the Compensation Committee Directors (signatures / dates below).


____________________________________           _________________________________


____________________________________           _________________________________


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