EXHIBIT 10.2


                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT is made this the 11th day of September, 2001, 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, 2000, 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 shall be  $75,000.00,  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. 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  guidelines  as  outlined  in  the
               "Attachment A".


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     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 begin on the date this document
is executed, and shall terminate on the 1st day of April, 2002.

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


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     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 jurisdiction,  then


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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.


/s/ Jane Morlok                           /s/ Clifford Neumeyer, Vice President
----------------------------------        -------------------------------------
Jane Morlok


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                                 "Attachment A"
                            Performance Bonus Rating
                              Calendar Year Results

Title:                        CFO / Co-CEO
Period in Review:             April 1, 2001 to March 31, 2002
Eligibility:                  CFO / Co-CEO on payroll through calendar year 2001
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.)

       Employees
                                          ---------     ---------     ---------
       Board of Directors
                                          ---------     ---------     ---------
       Increase Operating Revenue
                                          ---------     ---------      --------
       Development of Contingency Plan
                                          ---------     ---------      --------
       COO Development
                                          ---------     ---------      --------
       Convention / Networking
                                          ---------     ---------      --------
       Vendors / Investors
                                          ---------     ---------     ---------

                                           (0 pts.)      (3 pts.)     (6 pts.)
       Limitation on Hours
                                          ---------     ---------     ---------

Total Performance Bonus
                                          ---------     ---------     --------
         Max Bonus Potential                  0%           10%            20%

Comments:_______________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


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


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