**EXHIBIT
      10.3**


**EMPLOYMENT AGREEMENT**(the
                “Agreement”)
                  dated February 6, 2006 (the
                “Effective
                  Time”) by and between**BRUCE**
                **LAYMAN,**an****individual
                  (the “Employee”), and
                **AMERICAN
                  TELECOM SERVICES, INC.**,
                  a
                Delaware
                  corporation (the
“Company”).




**______________________**




**RECITALS**




A. The
      Company is engaged in the business of sourcing, marketing, and distributing
      telephony equipment bundled with broadband or prepaid communication
      services.




B . The
      Employee has been employed by the Company as its Chief Operating Officer and
      Chief Financial Officer;




C . The
      Company wishes to continue to employ the Employee as its Chief Operating Officer
      and Chief Financial Officer, subject to the terms and conditions set forth
      below.




NOW,
      THEREFORE, in consideration of their mutual promises and agreements and subject
      to the terms and conditions set forth below, the parties agree as
      follows:




1. Employment;
      Term .
      The
      Company agrees to employ the Employee, and the Employee accepts employment
      with
      and agrees to be employed by the Company, in the positions of Chief Operating
      Officer and Chief Financial Officer on the terms and subject to the conditions
      contained herein. The Employee’s responsibilities, duties and authority shall be
      those reasonably accorded to and expected of such positions including those
      established from time to time by the Company’s Board of Directors, to whom the
      Employee will report. The Employee shall devote substantially all of his working
      time, attention, expertise, skill, abilities, energies and efforts to the
      business of the Company and to the discharge of such responsibilities and the
      performance of such duties as so assigned or delegated to him. The Employee
      shall comply with the Company’s policies and procedures as they may exist from
      time to time. The Employee shall not, directly or indirectly, render any
      services of a business, commercial, or professional nature to any other entity
      or person in any way competitive with the Company, whether for compensation
      or
      otherwise. The Employee represents that the execution of this Agreement and
      the
      performance of the Employee’s duties under this Agreement do not conflict with
      or result in a breach or a default under any agreement, contract or instrument
      to which the Employee is a party or by which the Employee is bound. The Employee
      may engage in charitable, civic or community activities provided that they
      do
      not interfere with the performance of the Employee’s duties hereunder or
      otherwise violate any provisions of this Agreement.. The Term of this Agreement
      shall commence as of the Effective Time and shall continue through December
      31,
      2007 unless terminated as provided herein (the “Term”).




2. Base
      Salary .
      In
      consideration for the services to be rendered by the Employee to the Company
      under this Agreement, the Company shall pay the Employee an annualized base
      salary (the “Base Salary”) in substantially equal regular periodic payments in
      accordance with the Company’s regular payroll process, less applicable
      withholding deductions required or authorized by law. For the period ending
      June
      30, 2006, the Employee’s annualized Base Salary







shall
      be
      $125,000 per year. For the period beginning July 1, 2006, and ending December
      31, 2007, Employee’s annualized Base Salary shall be $137,500 per
      year.




The
      Employee shall be responsible for all required taxes, whether Federal, state
      or
      local in nature, including but not limited to, income taxes, Social Security
      taxes, Federal Unemployment Compensation Taxes, in each case, that are required
      to be paid by him pursuant to any applicable law. The Company shall have the
      right to withhold from the sums payable to the Employee hereunder (including
      base salary and any bonus) such amounts, if any, as may be required by the
      Internal Revenue Code of the United States or any other like statute that is,
      or
      may become, applicable to the provisions hereof.




3. Bonus
      Payments .
      The
      Employee shall be eligible for Net Sales Bonus payments and Net Profits Bonus
      payments as follows:




(a)  Net
      Sales Bonus .
      The
      Employee shall be eligible for bonus payments based on the “Company’s Net
      Sales”, defined as the Company’s revenues collected during the relevant bonus
      period, less allowances granted to retailers, markdowns, discounts, commissions,
      reserves for service outages, customer holdbacks, and expenses, (the “Net Sales
      Bonus”), as described below.




(i)  Calculation
      and Timing of Payments .
      The Net
      Sales Bonus shall be calculated and payable as follows:




(A)  Subject
      to the limitation in Section 3(c) below, one percent of the amount by which
      the
      Company’s Net Sales during the fiscal year ending June 30, 2006, exceed
      $5,000,000, payable within ten (10) days after the first public availability
      of
      the Company’s audited financial statements for the fiscal year ending June 30,
      2006;




(B)  Subject
      to the limitation in Section 3(c) below, one percent of the amount by which
      the
      Company’s Net Sales for the fiscal year ending June 30, 2007, exceed the
      Company’s Net Sales during the fiscal year ending June 30, 2006 payable within
      ten (10) days after the first public availability of the Company’s audited
      financial statements for the fiscal year ending June 30, 2007; and




(C)  Subject
      to the limitation in Section 3(c) below, one percent of the amount by which
      the
      Company’s Net Sales for the six-month period ending December 31, 2007, exceed
      the Company’s Net Sales during the six-month period ending June 30, 2007 payable
      within ten (10) days after the first public availability of Company’s audited
      financial statements for the six month period ending December 31,
      2007.




(D)  The
      Net
      Sales Bonus shall in no event exceed seventy five percent (75%) of (x) the
      Employee’s then current annual Base Salary or, (y) in the case of the six-month
      period ending December 31, 2007, the Base Salary during such
      period.




(ii)  Termination
      for Cause .
      If this
      Agreement is terminated for cause by the Company pursuant to Section 10(a)
      of
      this Agreement, the Employee shall be ineligible for any Net Sales Bonus
      following the date of termination of this Agreement; provided, however, if
      this
      Agreement is still in effect on the last day of the fiscal year or other
      financial reporting




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period
      on
      which a Net Sales Bonus payment is based, the Employee shall remain eligible
      for
      a Net Sales Bonus payment for such period in accordance with this Section
      3.




(iii)  Termination
      Without Cause Or For Good Reason .
      If this
      Agreement is terminated without cause by the Company, by reason of death or
      disability as provided in Section 10 hereof, or for Good Reason by the Employee,
      the Employee shall be eligible for a pro rated Net Sales Bonus based on the
      data
      from the Company’s audited financial statements for the period ending on the
      last completed quarter of the financial reporting period on which a Net Sales
      Bonus is based; it being understood for purposes of Sections 3(a)(i)a and
      3(a)(i)b that the sales figures shall be annualized and the resulting Net Sales
      Bonus shall be equal to the product of (x) the Net Sales Bonus determined on
      such annualized sales figures and (y) a fraction, the numerator of which shall
      be the number of quarters completed in the financial reporting period prior
      to
      the termination and the denominator of which shall be four; it being further
      understood that for purposes of Section 3(a)(i)c, if the termination occurs
      after September 30, 2007 but prior to December 31, 2007, the sales figures
      through the quarter ending September 30, 2007 shall be multiplied by two and
      the
      resulting Net Sales Bonus shall be equal to the quotient of (x) the Net Sales
      Bonus determined on the basis of such sales figures and (y) two. The pro rated
      bonus hereunder shall be payable within ten days of the termination date of
      this
      Agreement.




For
      purposes of this Agreement, “ **Good
      Reason** ”
shall
      mean (i) the Company’s material breach of this Agreement and its failure to cure
      such breach within thirty (30) days after written notice thereof from the
      Employee to the Company.




(iv)  Termination
      by the Employee .
      If this
      Agreement is terminated by the Employee for any reason (other than for Good
      Reason), the Employee shall be ineligible for any Net Sales Bonus following
      the
      date of termination, provided, however, if this Agreement is still in effect
      on
      the last day of the fiscal year or other financial reporting period on which
      a
      Net Sales Bonus is based, the Employee shall remain eligible for a Net Sales
      Bonus payment for such period in accordance with this Section 3.




(b)  Net
      Profits Bonus .
      During
      the Term, the Employee shall receive a bonus based on the “Company’s Net
      Profits,” defined as the Company’s net income, after taxes, as determined in
      accordance with Generally Accepted Accounting Principles (GAAP), (the “Net
      Profits Bonus”), as described below.




(i)  Calculation
      and Timing of Payments .
      The Net
      Profits Bonus shall be calculated and payable as follows:




(A)  Subject
      to the limitation in Section 3(c) below, one percent of the Company’s Net
      Profits for the fiscal year ending June 30, 2006 payable within ten (10) days
      after the first public availability of the Company’s audited financial
      statements for the fiscal year ending June 30, 2006;




(B)  Subject
      to the limitation in Section 3(c) below, one percent of the Company’s Net
      Profits for the fiscal year ending June 30, 2007 payable within ten (10) days
      after the first public availability of the Company’s audited financial
      statements for the fiscal year ending June 30, 2007; and




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(C)  Subject
      to the limitation in Section 3(c) below, one percent of the Company’s Net
      Profits for the six-month period ending December 31, 2007 payable within ten
      (10) days after the first public availability of Company’s audited financial
      statements for the six month period ending December 31, 2007.




(ii)  Termination
      for Cause .
      If this
      Agreement is terminated for cause by the Company pursuant to Section 10(a)
      of
      this Agreement, Employee shall be ineligible for any Net Profits Bonus payment
      following the date of termination, provided, however, if this Agreement is
      still
      in effect on the last day of the fiscal year or other financial reporting period
      on which a Net Profits Bonus is based, the Employee shall remain eligible for
      a
      Net Profits Bonus payment for such period in accordance with this Section
      3.




(iii)  Termination
      Without Cause Or For Good Reason .
      If this
      Agreement is terminated without cause by the Company, by reason of death or
      disability as provided in Section 10 hereof, or for Good Reason by the Employee,
      the Employee shall be eligible for a pro rated Net Profits Bonus based on the
      data from the Company’s audited financial statements for the period ending on
      the last completed quarter of the financial reporting period on which a Net
      Profits Bonus is based; it being understood for purposes of Sections 3(b)(i)a
      and 3(b)(i)b the net profits shall be annualized and the resulting Net Profits
      Bonus payment shall be equal to the product of (x) the Net Profits Bonus
      determined on such annualized net profits and (y) a fraction, the numerator
      of
      which shall be the number of quarters completed in the financial reporting
      period prior to the termination and the denominator of which shall be four;
      it
      being further understood that for purposes of Section 3(b)(i)(c), if the
      termination occurs after September 30, 2007 but prior to December 31, 2007,
      the
      net profits through the quarter ending September 30, 2007 shall be multiplied
      by
      two and the resulting Net Profits Bonus shall be equal to the quotient of (x)
      the Net Profits Bonus determined on the basis of such net profits and (y) two.
      The pro rated bonus hereunder shall be payable within ten days of the
      termination date of this Agreement.




(iv)  Termination
      by the Employee .
      If this
      Agreement is terminated by the Employee for any reason (other than for Good
      Reason), the Employee shall be ineligible for any Net Profits Bonus payment
      following the date of termination, provided, however, if this Agreement is
      still
      in effect on the last day of the fiscal year or other financial reporting period
      on which a Net Profits Bonus is based, the Employee shall remain eligible for
      a
      Net Profits Bonus payment for such period in accordance with this Section
      3.




(c)  Maximum
      Amount Of Bonus Payments .
      The
      aggregate of the Employee’s Net Sales Bonus and Net Profits Bonus will in no
      event exceed seventy five 75% of the Employee’s Base Salary during any bonus
      period for which the Net Sales Bonus and Net Profits Bonus are
      paid.




4. Stock
      Options .
      Subject
      to the terms and conditions of the Company’s 2005 Stock Option Plan (the “Plan”)
      and a Stock Option Agreement to be executed by the Company and the Employee
      (the
“Option Agreement”), the Employee shall receive a grant of 50,000 stock options
      under the Plan (the “Options”) as of the Effective Time. The Options shall be
      subject to vesting as set forth in the Option Agreement which shall include,
      without limitation, accelerated vesting in the event of a termination of this
      Agreement without cause by the Company, for Good Reason by the Employee and
      in
      the event of a Change in Control.




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**“Change
      in Control”** shall
      mean (w) any person shall after the date hereof become the beneficial owner,
      directly or indirectly, of securities of the Company representing 50% or more
      of
      the voting or economic interest of all then outstanding securities of the
      Company, (x) the consummation of any corporate transaction, including a
      consolidation or merger, of the Company in which the Company is not the
      continuing or surviving entity, other than a consolidation or merger of the
      Company in which the holders of the Company’s equity interest immediately prior
      to the consolidation or merger shall, upon consummation of the consolidation
      or
      merger, own at least 50% of the equity interests of the surviving entity after
      such consolidation or merger, (y) persons who, as of the Effective Time,
      represent all the members of the board of directors (the “Board”) of the Company
      cease for any reason to constitute at least a majority of the members of the
      Board, or (z) the consummation of any sale (in any single transaction or series
      of related transactions) of all or substantially all of the assets or business
      of the Company.




5. Performance
      Accelerated Restricted Stock (PARS) .
      Subject
      to the terms and conditions of the Company’s 2005 Stock Option Plan (the “Plan”)
      and a Performance Accelerated Restricted Stock Option Agreement to be signed
      by
      the Company and the Employee (“PARS Agreement”), the Employee shall receive a
      grant of 25,000 shares of Performance Accelerated Restricted Stock (“PARS”)
      under the Plan. The PARS shall be subject to vesting as set forth in the PARS
      Agreement which shall include, without limitation, accelerated vesting in the
      event of a termination of this Agreement without cause by the Company, for
      Good
      Reason by the Employee and in the event of a Change in Control.




6. Employment
      Benefits .
      Subject
      to any applicable eligibility requirements, the Employee shall be entitled
      to
      receive benefits pursuant to the terms and conditions of the employee benefit
      plans then in effect for other executive employees of the Company. For purposes
      of this Section 6, such benefits shall include (i) coverage under the Company’s
      medical/health care plan for the Employee and the Employee’s immediate family
      members and (ii) life insurance provided by a Company-designated carrier in
      an
      amount not to exceed $500,000 (collectively, the “Benefits”).




7. Paid
      Vacation .
      The
      Employee shall accrue prorated vacation at a rate of two weeks per year during
      fiscal year 2006 and for the first six months of fiscal year 2007. Thereafter,
      the Employee shall accrue prorated vacation at a rate of three weeks per year.
      Any earned but unused vacation shall be paid to the Employee at the time of
      the
      termination or expiration of this Agreement other than for cause. The Employee
      shall provide sufficient information to the Company on an ongoing basis to
      enable it to maintain an accurate record of vacation days earned and vacation
      days taken.




8. Business
      Expense Reimbursement .
      The
      Employee shall be reimbursed for all out-of-pocket expenses reasonably incurred
      by him in the performance of his duties under this Agreement, provided that
      such
      expenses are properly documented and itemized and incurred in amounts and in
      a
      manner consistent with any standard business expense reimbursement policies.
      The
      Employee shall be given an automobile allowance of $500.00 per month, payable
      monthly.




9. Reserved.




10. Termination .




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(a)  Termination
      for Cause by Company .
      This
      Agreement may be terminated for cause at any time by action of the Company’s
      Board of Directors. Such termination shall be effective upon the Company’s
      delivery to the Employee of written notice of such termination. For the purpose
      of this Agreement, a termination shall be for “cause” in the event
      of:




(i)  any
      material breach of business or professional ethics by the Employee;




(ii)  any
      act
      or omission of the Employee that materially injures the business or professional
      reputation of the Company;




(iii)  the
      Employee’s conviction of, or his pleading of nolo contendere to, a felony or any
      crime involving fraud, dishonesty, or moral turpitude;




(iv)  the
      Employee’s dishonesty in the conduct of the business affairs of the Company or
      in dealing with the finances or property of the Company;




(v)  any
      material failure by the Employee to comply with any of the terms of this
      Agreement or any reasonable request of the Board of Directors of the Company;
      or




(vi)  any
      material failure of the Employee to faithfully to perform his services hereunder
      in a timely and competent manner.




Upon
      termination of this Agreement for cause, except as otherwise provided herein,
      all of the Employee’s rights to compensation and benefits shall immediately
      terminate to the maximum extent permitted by applicable law, provided that
      the
      Employee shall receive any portion of the Base Salary and other benefits under
      the Company’s benefit plans that have accrued through the date of termination
      but has not previously been paid.




(b)  Termination
      Without Cause by Company Or For Good Reason By Employee .
      This
      Agreement may be terminated by the Company without cause at any time or for
      Good
      Reason by the Employee at any time. In the event of the Employee’s termination
      of this Agreement without cause by the Company or for Good Reason by the
      Employee, the Company’s obligations under this Agreement shall cease as of the
      date of such termination. However, the Employee shall receive any unpaid portion
      of any remaining Base Salary that would have accrued through the end of the
      Term
      had this Agreement not been so terminated which has not previously been paid
      to
      the Employee and shall be entitled to Benefits through the end of the Term
      as if
      this Agreement had not been so terminated, subject, in each case, to the
      condition that the Employee executes a General Release Agreement in the form
      prescribed by the Company in consideration for the payment to him by the Company
      of such remaining Base Salary. The remaining Base Salary to be paid pursuant
      to
      this paragraph shall be in accordance with the Company’s regular payroll process
      through the end of the Term (including any withholding) as if this Agreement
      had
      not been so terminated.




(c)  Termination
      for Death or Permanent Disability .
      Except
      as otherwise prohibited by law, the Employee’s employment under this Agreement
      shall be terminated by the Employee’s death or permanent disability. For the
      purpose of this Agreement, the term “permanent disability” shall mean a
      disability resulting from physical or mental illness or bodily injury which,
      in
      the reasonable opinion of an independent physician paid for by the Company




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(which
      shall specifically exclude Employee’s personal physician), prevents the Employee
      from fulfilling the Employee’s essential duties hereunder with or without
      reasonable accommodation for a period of ninety (90) days in any three hundred
      sixty-five (365) day period. In the event that the Employee’s employment
      hereunder is terminated upon the Employee’s death or permanent disability, all
      of the Employee’s rights to compensation and employment benefits shall
      immediately terminate to the maximum extent permitted by applicable law,
      provided that the Employee shall, except as provided herein, receive such
      portion of the Base Salary and other benefits under the Company’s benefit plans
      that have accrued through the date of termination but have not previously been
      paid.




(d)  Termination
      by Employee .
      If the
      Employee terminates his employment for any reason (other than for Good Reason),
      all of the Employee’s rights to compensation and employment benefits shall
      immediately terminate to the maximum extent permitted by applicable law,
      provided that the Employee shall receive such portion of the Base Salary and
      other benefits under the Company’s benefit plans that have accrued through the
      date of termination but have not previously been paid and bonuses payable in
      accordance with Section 3 hereof.




(e)  Cooperation
      with Company after Termination .
      Following any termination of this Agreement, unless the Company has materially
      breached the terms thereof, and for a reasonable time thereafter, the Employee
      shall cooperate fully with the Company in all matters relating to the winding
      up
      of the Employee’s pending work on behalf of Company and the orderly transfer of
      any such pending work to other employees of the Company as may be designated
      by
      the Company. The Company shall reimburse the Employee for out-of-pocket costs
      of
      the Employee in connection with the Employee’s obligation under this Section
      10(e) and pay the Employee a pro-rated portion of the Employee’s Base Salary for
      each full business day the Employee is reasonably required to work to satisfy
      such obligations.




11. Covenant
      Not to Compete / Solicit .
      The
      Employee hereby provides the Company with the following covenants:




(a)  The
      Employee recognizes and acknowledges that the Proprietary Information (as
      hereinafter defined) is a valuable, special and unique asset of the Company.
      As
      a result, both during the Term and thereafter, the Employee shall not, without
      the prior written consent of the Company, for any reason, either directly or
      indirectly, divulge to any third-party or use for his own benefit, or for any
      purpose other than the exclusive benefit of the Company, any confidential,
      proprietary, business and technical information or trade secrets of any of
      the
      Company or of any subsidiary or affiliate thereof (the “ **Proprietary
      Information** ”)
      revealed, obtained or developed in the course of his employment with the
      Company. Proprietary Information shall include, but shall not be limited to:
      technical information, including research design, results, techniques and
      processes; computer codes or instructions (including source and object code
      listings, program logic algorithms, subroutines, modules or other subparts
      of
      computer programs and related documentation, including program notation);
      computer processing systems and techniques; concepts, layouts, flowcharts and
      specifications; know-how; any associated user or service manuals or other like
      textual materials (including any other data and materials used in performing
      the
      Employee’s duties); all computer inputs and outputs (regardless of the media on
      which stored or located); hardware and software configurations, designs,
      architecture and interfaces; technical management information, including project




-7-


proposals,
      research plans, status reports, performance objectives and criteria, and
      analyses of areas for business development; and business information, including
      project, financial, accounting and personnel information, business strategies,
      plans and forecasts, customer and supplier lists, customer and supplier
      information and sales and marketing plans, efforts, information and data. In
      addition, “Proprietary Information” shall include all information and materials
      received from a third party by the Company or the Employee which third party
      is
      subject to an obligation of confidentiality and/or non-disclosure. Nothing
      contained herein shall restrict the Employee’s ability to make such disclosures
      during the Term as may be necessary to the effective and efficient discharge
      of
      the duties required by the position or as such disclosures may be required
      by
      law, as determined by counsel to the Company. Furthermore, nothing contained
      herein shall restrict the Employee from divulging or using for his own benefit
      or for any other purpose any Proprietary Information that is (a) readily
      available to the general public so long as such information did not become
      available to the general public as a direct or indirect result of the Employee’s
      breach of this Section, or (b) was known to the Employee prior to its disclosure
      to him by the Company. Failure by the Company to mark any of the Proprietary
      Information as confidential or proprietary shall not affect its status as
      Proprietary Information under the terms of this Agreement.




(b)  Non-competition.
      Commencing as of the Effective Time and continuing for a period of one year
      following the termination of this Agreement by the Company for cause or by
      the
      Employee for any reason (other than for Good Reason) or expiration of the Term
      (the “Restricted Period”), the Employee shall not, anywhere in the United States
      or Canada, directly or indirectly, either alone or as a shareholder, partner,
      associate, consultant, owner, agent, creditor, or co-venturer of any other
      person or entity, or in any other capacity, directly or indirectly, engage
      in
      the business of sourcing, marketing, or distributing consumer telephony
      equipment bundled with broadband/or prepaid communication services; provided
      that nothing herein shall prohibit the Employee from being an owner of not
      more
      than 5% of the outstanding stock of any class of a corporation which is publicly
      traded, so long as the Employee does not actively participate in the business
      of
      such corporation. The Employee further agrees that he shall not directly or
      indirectly engage in any business at any time under a trademark or trade name
      that is confusingly similar to or may connote an association with any trademark
      or trade name of the Company.




(c)  Non-Interference
      with Business Relations. During the Restricted Period, the Employee shall not,
      directly or indirectly, solicit, induce or attempt to solicit or induce any
      customer, supplier, licensee or other business relation of the Company to cease
      doing business with the Company, or in any way interfere with any such business
      relation of the Company.




(d)  Solicitation
      of Employees. During the Restricted Period, the Employee shall not, directly
      or
      indirectly, either alone or as a shareholder, partner, consultant, adviser,
      owner, associate, agent, creditor or co-venturer of any other person or entity,
      or in any other capacity, solicit, hire, attempt to solicit or hire, or
      participate in any attempt to solicit or hire any person who is an employee
      of
      Company or who was an employee of Company within the preceding twelve
      months.




(e)  Scope.
      The parties agree that the duration, scope, and area restrictions set forth
      in
      this Section 11 are reasonable. If, at the time of enforcement of this Section
      11, a court shall hold that the duration, scope or area restrictions stated
      herein are unreasonable under




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circumstances
      then existing, the parties agree that the maximum duration, scope or area
      reasonable under such circumstances shall be substituted for the stated
      duration, scope or area.




(f)  Remedies.
      The Employee agrees that if he shall commit or threaten to commit a breach
      of
      any of the covenants and agreements contained in this Section 11, then the
      Company shall have the right to seek and obtain, without posting any bond or
      security, all appropriate injunctive and other equitable remedies therefore,
      in
      addition to any other rights and remedies that may be available at law, it
      being
      acknowledged and agreed that any such breach would cause irreparable injury
      to
      the Company and that money damages would not provide an adequate remedy
      therefor.




12. Notices .
      All
      notices and other communications given or made pursuant to this Agreement shall
      be in writing and shall be delivered personally or sent by first class
      registered or certified mail, return receipt requested, documented overnight
      delivery service or telefax to the appropriate address or number as set forth
      below:




(a)  if
      to the
      Company, to:




2466
      Peck
      Road


City
      of
      Industry, California 90601




(b)  if
      to
      Employee, to:




2115
      Country Ridge Road


Alpharetta,
      Georgia 30004




or
      to
      such other persons or at such other addresses as shall be furnished by either
      party by like notice to the other. Such notice or communication shall be deemed
      to have been given or made (a) if personally delivered, on the date so
      delivered, (b) if sent by registered or certified mail, on the date of receipt
      or the date delivery is refused, (c) if sent by documented overnight delivery
      service, on the next business day following delivery to the courier service,
      or
      (d) if sent by facsimile transmission, on the date of transmission if sent
      during normal business hours of the recipient or, if not, then on the next
      business day.




13. Resolution
      of Disputes; Equitable Remedies .




(a)  Any
      controversy, dispute or claim arising out of, or relating to, this Agreement
      or
      the breach or alleged breach hereof, or affecting this Agreement in any way,
      shall be settled by final and binding arbitration in New York, New York in
      accordance with the applicable provisions of the American Arbitration
      Association (the “AAA”) in effect at the time of filing of the demand for
      arbitration. The arbitration shall be conducted by one arbitrator who shall
      be
      selected by the mutual agreement of the parties or, failing such agreement,
      by
      the AAA. The parties will cooperate with the AAA and with one another in
      selecting an arbitrator from the AAA’s panel of neutrals and in scheduling the
      arbitration proceedings. The parties will participate in the arbitration in
      good
      faith and will share equally in its costs. The parties shall be entitled to
      such
      discovery as the parties agree or as otherwise ordered by the arbitrator. By
      further agreement of the parties or direction of the arbitrator, proceedings
      which, in the judgment of the arbitrator, are not dependent on the credibility
      of a testifying witness may be held other than in person, such as via telephone
      conference. The arbitrator shall render a written reasoned




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award
      and
      may award all forms of relief that would otherwise be available in court,
      including injunctive relief. If judicial enforcement of the arbitrator’s award
      is sought by either party, judgment may be entered upon such award in any court
      of competent jurisdiction. By signing this Agreement, each party expressly
      agrees to have all disputes, claims or controversies arising out of or relating
      to this Agreement, decided by neutral arbitration, and gives up (i) any rights
      the party might possess to have those matters litigated in a court or jury
      trial, and (ii) judicial rights to discovery and appeal except to the extent
      that they are specifically provided for under this Agreement. If any party
      refuses to submit to arbitration after agreeing to this provision, the party
      may
      be compelled to arbitrate under federal or state law.




14. Binding
      Agreement .
      This
      Agreement shall be binding upon and shall inure to the benefit of the parties,
      their heirs, successors, and personal representatives; provided, however, that
      the Employee may not assign any of his rights, obligations or duties
      hereunder.




15. Waivers
      and Amendments .
      This
      Agreement may be amended, modified or supplemented only by a written instrument
      executed by the parties hereto. Each of the parties may, only by an instrument
      in writing, extend the time for the performance of any of the obligations of
      the
      other or waive any compliance with any of the covenants or performance of any
      of
      the obligations of the other contained in this Agreement. The waiver by either
      party hereto of a breach of any provision of this Agreement shall not operate
      or
      be construed as a waiver of any subsequent breach. No delay on the part of
      either party in exercising any right, power or privilege hereunder shall operate
      as a waiver thereof; nor shall any waiver on the part of either party of any
      such right, power or privilege, nor any single or partial exercise of any such
      right, power or privilege, preclude any further exercise thereof or the exercise
      of any other such right, power or privilege.




16. Interpretation .




(a)  The
      Section headings contained in this Agreement are solely for convenience of
      reference and shall not affect the meaning or interpretation of this Agreement
      or of any term or provision hereof.




(b)  Each
      party has reviewed and participated in drafting and revising this Agreement
      and
      the normal rule of construction that any ambiguity is to be resolved against
      the
      drafting party shall not be employed in the interpretation of this
      Agreement.




17. Severability .
      This
      Agreement shall be deemed severable, and the invalidity or unenforceability
      of
      any term or provision hereof shall not affect the validity or enforceability
      of
      this Agreement or of any other term or provision hereof. If any provision of
      this Agreement is held by a court of competent jurisdiction to be invalid,
      void
      or unenforceable, the remaining provisions shall, nevertheless, continue in
      full
      force and effect without being impaired or invalidated in any way.




18. Entire
      Agreement .
      This
      Agreement, the Option Agreement and the PARS Agreement, represent the entire
      agreement and understanding of the parties with reference to the matters forth
      herein, and no representations, warranties, covenants or undertakings have
      been
      made in connection with this Agreement other than those expressly set forth
      herein. This Agreement supersedes all prior negotiations, discussions,
      correspondence, communications,




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understandings,
      and agreements between the parties relating to the subject matter of this
      Agreement and all prior drafts of this Agreement, all of which are merged into
      this Agreement.




19. Governing
      Law .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware, without regard to the conflicts of law rules of such
      state.




IN
      WITNESS WHEREOF, the parties have caused this Agreement to be signed as of
      the
      date first written above.




**AMERICAN
                TELECOM SERVICES, INC.**By:
            /s/ Bruce
              HahnName:
                Bruce Hahn
              Title:
                Chief Executive Officer **EMPLOYEE:**By:
            /s/ Bruce
              LaymanBruce
                Layman






















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