Exhibit 10.2



                            TELZUIT TECHNOLOGIES, LLC
                              orlando, florida, USA


                              EMPLOYMENT AGREEMENT
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     THIS  IS  AN  EMPLOYMENT  AGREEMENT  dated  the  3rd  day of January, 2005.
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effective the 3rd day ofJanuary, 2005 ("Effective Date"), by and between Telzuit
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Technologies. LLC ("Company"), a Florida corporation with its principal place of
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business  in  Orlando,  Florida  and Donald G. Sproat ("Employee"), whose social
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security  number  is  XXX-XX-XXXX.

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

     NOW,  THEREFORE,  in  consideration  of  the  mutual covenants and promises
herein  contained,  the  parties  hereto  hereby  agree  as  follows:

I.   EMPLOYMENT.  The  Company  hereby  employs  Employee,  and  Employee hereby
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     accepts  such  employment  by  the  Company,  upon the terms and conditions
     herein  provided.

II.  POSITION  AND  RESPONSIBILITIES.  During  the  period of his/her employment
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     hereunder, Employee agrees to serve as Chief Executive Officer and/or Chief
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     Financial  Officer  and to be responsible for the performance of all duties
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     associated  with  this position as defined in the Company Personnel Manual.
     Furthermore,  Employee  agrees  to  devote  his  full  time to the faithful
     performance  of  his  duties  for  the Company and to render service to the
     Company to the best of his ability, experience and talent to the reasonable
     satisfaction  of the Company. Except as otherwise herein provided, Employee
     shall  not engage in any other business or occupation without the Company's
     written consent; provided, however, nothing contained herein shall prohibit
     Employee  from  making  passive  or  personal  investments  for  which  the
     expenditure  of  time  is not required. Employee acknowledges that he shall
     work  at the Company Office and shall travel, as reasonably required by the
     Company, to various offices of the Company as well as to offices of clients
     and  vendors  of  the  Company  in  connection with his/her employment. The
     Company  may change or modify the position of Employee or his/her duties at
     any  time during the term hereof, however, such changes shall not result in
     a  change  in  Employee's  compensation  as  provided  for  herein.

III. TERM OF EMPLOYMENT. This agreement shall commence on the Effective Date and
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     shall  continue  for  a  period  of  twenty-four  (24) full calendar months
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     thereafter  (the  primary  term),  unless sooner terminated, as provided in
     paragraphs  VIII, IX, and X hereof. The primary term shall be automatically
     extended  for  additional  twelve  (12)  full calendar months (the extended
     term)  unless  either  party  gives notice to the other party not less than
     ninety  (90)  days  prior  to  the  expiration  of the current term and any
     extended  term  that the contract is not going to be extended. In the event
     of  such notice the contract shall expire upon the last day of said current
     term.

IV.  PROFESSIONAL DEVELOPMENT PLAN. The Employee shall seek continuing education
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     and  professional  development  opportunities  consistent with required job
     skills  necessary  to manage and lead the Company toward established goals.
     In  addition,  the Employee is required by the State of Florida to maintain
     at  minimum  80 hours of continuing professional education bi-annually (for
     CPA  licensure)  which the Company intends to reimburse under this section.
     The  Company  will reimburse Employee up to a maximum of $5,000.00 annually
     for  the  aforementioned  education.

V.   COMPENSATION.  Except  as  otherwise  provided  herein,  for  all  services
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     rendered  by  Employee  in  any  capacity  during his employment under this
     Agreement,  including,  without  limitation,  services  as  an  employee,
     executive,  officer,  director,  or member of any committee of the Company,

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     related  companies or subsidiaries of the Company, commencing the Effective
     Date,  the  Company  shall  pay  Employee  a  gross  salary before taxes of
     one-hundred fifty thousand ($150,000.00) per annum, with an annual increase
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     to  the base of the published Consumer Price Index plus 3%. Salary payments
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     net  of deductions for applicable taxes shall be payable in accordance with
     the  Company's  normal pay practices which may be altered from time to time
     by  Company.

     A.   OVERTIME.  It  is  expressly  agreed  that  Employee's  duties  shall
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          during  the  term hereof be administrative and executive in nature and
          Employee  and  his/her  position  shall  be  exempt  from the overtime
          provisions  of  the  Fair  Labor Standards Act and all other state and
          federal  regulations

     B.   VACATION  AND  SICK  LEAVE.  Employee  shall  be  entitled  to  three
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          weeks vacation each year. Sick leave and personal days are governed by
          the  Company's  Employee  Manual. Vacation time is not cumulative from
          year  to  year.

     C.   BENEFITS.  The  Company  will  provide  $50,000  paid  life insurance,
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          fully  paid  health  insurance  for Employee and dependents, and other
          benefits  as  described  in  the  Employee  Manual.

     D.   BONUSES.  Employee  shall  be  eligible  for performance bonuses of up
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          to  20%  of  base  salary  per  annum.  The  bonus  shall  be  based
          proportionally  on  the percentage bonus earned by key reports Michael
          Vosch  and  James  Tolan. The Board of Directors may confer the entire
          20%  bonus  or  any portion thereof if merited irrespective of bonuses
          earned  by  reports.

     E.   AUTOMOBILES.  The  Employee  acknowledges  that  it  is Company policy
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          not to provide Company vehicles to employees. The Company will provide
          a  monthly  allowance  to compensate Employee for wear and tear on his
          automobile  when  used  on behalf of the Company amounting to $450.00.
          This  amount  will  increase  $50.00  annually.  Employee  further
          acknowledges  that  the  allowance  will  be reported as income to the
          Employee  on  his  W2.

     F.   EXPENSES.  The  Company  shall  pay  directly,  the following expenses
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          incurred  by  the  Employee  in  and  pertaining  to the course of his
          employment  if  first  determined  by  the  Company to be ordinary and
          necessary  expenses  of  the  Company:

          1.   Business  related  -  after  prior  approval  by  the  Company,
               Employee's  license  fees, membership dues in trade associations,
               subscriptions  to  trade  journals  and  such  other items as the
               Company  may  determine  as being ordinary and necessary business
               expenses  of  the  Company.

          2.   Entertainment  -  From  time  to  time Employee shall be expected
               to  entertain  for  the  benefit  of  the Company and his/her own
               professional  acceptance  and  success  in  the  Community.  Such
               entertainment  shall be one of the requirements of the Employee's
               employment  hereunder  and  the  expenses  incurred  by  him  in
               connection  therewith  shall be borne by the Company in an amount
               not to exceed those sums, per occasion, as defined in the Company
               Personnel  Manual.  Any  amounts  in excess of the prescribed per
               occasion  amounts  shall  require  prior  approval  by  the  CFO.

          3.   Meetings,  Conventions  and  Seminars  -  Employee,  as  a
               condition  of employment hereunder, may be required by Company to
               attend  professional meetings, conventions or trade seminars. The
               expenses  incurred  by  Employee  in connection therewith such as
               travel,  room,  board and registration fees shall be borne by the
               Company  in  an  amount  not to exceed the sums as defined in the
               Company Personnel Manual. Any amounts in excess of the prescribed
               amounts  shall  require  prior  approval  by  CFO.

          4.   Method  of  payment  -  company  shall provide Employee the means
               to  pay  for  the  above expenses in accordance with the policies
               defined  in  the  Company  Personnel  Manual.

VI.  REIMBURSEMENT  OF  DISALLOWED  COMPENSATION  AND EXPENSES. In the event any
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     compensation  or  reimbursement  of  expenses  paid to Employee or expenses
     for  Employee  shall  upon  audit  or  other  examination of the income tax

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     returns  of  the Company, be determined not to be an allowed deduction from
     the  gross  income of the Company, and such determination shall be accepted
     by  the  Company  or  shall  be  rendered final by the appropriate state or
     federal  taxing  authority  or  by  a  judgment  of  a  court  of competent
     jurisdiction  and  no  appeal  shall  be taken there from or the applicable
     period for filing notice of appeal shall have expired, then, in such event,
     Employee will repay to the Company the amount of disallowed compensation or
     expenses  or  both  within  ninety  (90)  days  of receipt of notice by the
     Employee  of such amount. The Company may not waive this duty of repayment.
     In  the  event the Company has not been fully repaid by the Employee within
     said  ninety  (90) day period, the Company shall have the right to withhold
     the  unpaid amount from future salary payments in one or more installments,
     until  the  amount  allowed  to  the  Company  has  been recovered in full.

VII. STOCK BONUS:  Employee will receive a stock bonus on the annual anniversary
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     date  of  this  agreement  for a maximum term of two years. The bonus stock
     shall  be shares of non-voting stock in the Company. Employee shall receive
     zero  shares each year in recognition of his performance under the terms of
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     this  agreement.  Bonus  stock shall not be available on any prorated basis
     but will only be paid for each full year of service under the terms of this
     agreement.  It is acknowledged by both parties that the term of bonus stock
     payments  may be shorter than the term of this agreement. In the event of a
     sale  of  the Company the Employee shall receive any of the remaining years
     of  bonus stock prior to sale and shall be entitled to receive the prorated
     net  proceeds of the sale of the stock of the company to the same extent as
     if  he had received the bonus shares at the end of each of the bonus years,
     in  the event the Employee breaches the terms of this agreement, resigns or
     is  terminated the employee shall forfeit all rights to any un-issued bonus
     stock.

VIII. ILLNESS  OR  INCAPACITY. If Employee becomes unable to devote his required
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     time to the business of the Company because of illness or incapacity during
     the  term  of  this  Agreement,  then  during  such  period  of  illness or
     incapacity,  his  salary  shall be 100% of his monthly Basic Salary for the
     first  six  (6)  months.  Successive  periods  of  disability,  illness  or
     incapacity  will  be considered separate periods unless the later period of
     disability, illness or incapacity is due to the same or a related cause and
     commences  less  than two (2) months from the ending of the previous period
     of  disability.  Any dispute regarding the existence, extent or continuance
     of  the  disability,  illness  or  incapacity  shall  be  resolved  by  the
     determination  of a majority of three medical doctors who are not employees
     of  the  Company, one of whom shall be selected by the Company, one of whom
     shall be selected by the Employee and a third whom shall be selected by the
     other two doctors. If the Employee shall not have resumed his duties within
     the  six  (6) month period specified above, the Employee's employment under
     this  Agreement  and  the  Company's financial obligations hereunder may be
     terminated  as  of  the  end  of  said  six  (6)  month  period.

IX.  DEATH AS TERMINATION OF EMPLOYMENT.
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     A.   Any sums  due  the  Employee  under  this  Agreement  shall be paid to
          the  Employee's  beneficiary  at  the next normal pay period after the
          date  of  Employee's  death.
     B.   Any sums  due  the  Employee  under  the Company's Profit Sharing Plan
          shall  be  paid to the Employee's beneficiary as provided by the terms
          of  the  Plan.
     C.   After receiving  the  payments  provided  for  in  this  Section,  the
          Employee's  surviving  spouse  and/or  his/her  estate  shall  have no
          further  rights  under  this  Agreement.

X.   TERMINATION  FOR  CAUSE.  The  Company  may terminate Employee's employment
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     under  this  Agreement  at  any time, but only after a determination by the
     Vice  President of Human Resources that cause for termination exists. Cause
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     shall  include  but  shall  not  be  strictly  limited  to:

     A.   Willful  damaging  of  the Company's property, business, reputation or
          goodwill;
     B.   Conviction  of  a  felony;
     C.   Death,  theft,  dishonesty,  fraud  or  embezzlement;
     D.   Inattention  to  or  neglect  of  duties  to  be  performed, which are
          not  the  result  of  illness  or  accident;
     E.   The use  of  alcohol,  illegal  narcotics  or  other  controlled
          substances  to  the  extent  that  it  prevents  the  Employee  from
          efficiently  performing  services  for  the  Company;
     F.   Willfully  injuring  of  any  other  employee  of  the  Company;
     G.   Willfully  injuring  any  person  in  the  course  of  performance  of
          services  for  the  Company;
     H.   Disclosing  to  a  competitor  or  other  unauthorized  persons
          confidential  or  proprietary  information  or secrets of the Company;
     I.   Solicitation  of  business  on  behalf  of a competitor or a potential
          competitor;

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     J.   Sexual  harassment  of  any  other  employee  of  the  Company  or the
          commission  of  any  illegal  act which otherwise creates an offensive
          work  environment  for  other  employees  of  the  Company;
     K.   Failure  of  Employee  for  any  reason within five days after receipt
          by  Employee  of  written notice thereof from the Company, to correct,
          cease  or  otherwise alter any insubordination, failure to comply with
          instructions  or  other  act or omission to act that in the opinion of
          the  Company  does or may adversely affect its business or operations;
     L.   Failure  to  devote  full time and effort to his/her duties hereunder;
     M.   Failure  to  perform  assigned  duties  and/or  responsibilities  in a
          manner  satisfactory  to  the  Company;
     N.   Company  shall  not  be  limited  to  termination  as a remedy for any
          improper  or  illegal  act  of  Employee,  but  may also seek damages,
          injunction  or  such other remedy as it may deem appropriate under the
          circumstances.

XI.  RETURN OF RECORDS. On termination of employment, Employee shall deliver a1l
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     records,  notes,  data, memoranda, models, and equipment of any nature that
     are  in  Employee's  possession  or  under his/her control and that are the
     property  of  the Company or relate to the Employment or to the business of
     the  Company.

XII. LIFE INSURANCE.  Inasmuch  as the services of employee are important to the
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     success or failure of the Company, the Company may, by its sole discretion,
     purchase  disability  insurance  or  insurance  on the life of the Employee
     during  the  term  hereof  in  such  amounts,  as  Company  shall determine
     appropriate. The Company shall own such insurance, the Company shall be the
     sole  beneficiary, and all premiums therefore shall be paid by the Company.
     The  Employee  agrees  to cooperate with the reasonable requirements of the
     Company  and/or  its  insurance  carriers  as  necessary  to  obtain  such
     insurance,  including  submitting  to  any  and  all  necessary  medical
     examinations.

XIII. NON COMPETE  &  NON  DISCLOSURE.  Upon  signing of this agreement Employee
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     agrees to be bound by the terms and conditions of the Company's NON-COMPETE
     &  NON-DISCLOSURE  EMPLOYMENT  AGREEMENT which agreement Employee agrees to
     sign  as a condition of his/her employment by the Company. The Compensation
     clauses contained in that Agreement are hereby acknowledged to be a partial
     reiteration  of the Salary and other Compensation clauses contained in this
     agreement  and not to be construed as additional Compensation to be paid by
     Company  to  Employee.

XIV. WAIVER. The waiver by either party hereto of any breach of any provision of
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     this  Agreement  shall  not  operate  or  be  construed  as a waiver or any
     subsequent  breach  by  either  party  hereto.

XV.  COSTS OF ENFORCEMENT. In the event either party initiates action to enforce
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     his/her  or  its rights hereunder, the substantially prevailing party shall
     recover  from the non-prevailing party its reasonable expenses, court costs
     and  reasonable  attorneys'  fees,  whether suit be brought or not. As used
     herein,  expenses,  court costs and attorneys' fees include expenses, court
     costs  and  attorneys'  fees  incurred in an appellate proceeding. All such
     expenses  shall bear; interest at the highest rate allowable under the laws
     of  the  State  of  Florida  from  the  date the prevailing party pays such
     expenses  until  the  date  the  non-prevailing party repays such expenses.
     Expenses  incurred  in  enforcing  this  paragraph shall be covered by this
     paragraph.  Further,  the  Court  of  proper jurisdiction in Orange County,
     Florida  shall  be  the  proper  forum  and  venue.

XVI. BINDING  EFFECT  AND  ASSIGNMENT.  This Agreement shall be binding upon and
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     inure  to  the  benefit  of the Company, its successors and assigns and the
     Employee  and  his/her  heirs  and legal representatives. This Agreement is
     personal  as  to  Employee and may not be assigned by Employee. The Company
     without  the  prior  consent  of  Employee  may  assign  this  Agreement.

XVII. GOVERNING  LAW  &  SEVERABILITV.  This  Agreement shall be governed by and
      -------------------------------
     construed  in  accordance  with  the  laws  of  the  State  of Florida. The
     invalidity  or unenforceability of a particular provision of this Agreement
     shall  not  effect the other provisions hereto, and this Agreement shall be
     construed  in  all  respect  as if such invalid or unenforceable provisions
     were  omitted.

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XVIII. AMENDMENT  AND COMPLETE AGREEMENT. This Agreement may be amended in whole
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     or  part  at  any  time and from time to time but only in writing signed by
     both  parties.  This  Agreement  contains  the  entire understanding of the
     parties  relating  to  the  employment  of the Employee by the Company. The
     parties  acknowledge  and  agree  that  neither  of  them  has  made  any
     representation  with  respect  to  such  matters  of  this Agreement or any
     representations except as are specifically set forth herein, and each party
     acknowledges  that  he/she  has  relied on his/her own judgment in entering
     into  this  agreement.  The  parties further acknowledge that statements or
     representations that may have been made heretofore by either of them to the
     other  are  void and of no force and effect to the extent that they are not
     incorporated  herein.

XIX. SPECIAL  PROVISIONS.  If Employee is terminated due to change of control of
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     the  organization, even if that control is not a majority control, Employee
     will  immediately  receive  the balance of cash payments and rights due him
     under  the  contract.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
the day & year written above.

BY: /s/ Michael Vosch                            BY: /s/ Donald Sproat
    -----------------                                -----------------
         Employer                                         Employee

STATE OF Florida                             STATE OF Florida
COUNTY OF FL                                 COUNTY OF ORANGE

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PERSONALLY  appeared  before  me,  the       PERSONALLY   came   and   appeared
undersigned authority for the county and     for the jurisdiction aforesaid, the
state  aforesaid,  the  within  named        within named  Donald  Sproat in the
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Michael  Vosch,  who  acknowledged to me     above  and  foregoing instrument of
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that  he  is  Employee  of  Telzuit          writing,  who  acknowledged  to  me
Technologies,  Inc, and who acknowledged     that  he/she  signed  and delivered
that  he  signed and delivered the above     the  above  foregoing instrument of
and foregoing instrument on the date and     writing  on the day and in the year
year  therein  mentioned,  for  and  on      and  for   the   purposes   therein
behalf  of  said corporation after first     mentioned.  GIVEN under my hand and
having  been  duly  authorized so to do.     official  seal of office on this 31
                                                                              --
GIVEN under my hand and official seal of     day  of  March,  2005
                                                      ------------
office  on  this  the  31  day of March,
                      ---         ------
2005.
----

/s/ Raquel Panetti                           /s/ Raquel Panetti
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NOTARY PUBLIC - STATE OF FLORIDA             NOTARY PUBLIC -  STATE OF FLORIDA
MY COMMISSION EXPIRES Feb 22, 2008           MY COMMISSION EXPIRES Feb 22, 2008
COMMISSION # DD292669                        COMMISSION # DD292669
BONDED BY NATIONAL NOTARY ASSN.              BONDED BY NATIONAL NOTARY ASSN.

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