Exhibit 10.10

Employment Agreement                                                    1

                      NORSTAR COMMUNICATIONS, INC.
                          EMPLOYMENT AGREEMENT
                          --------------------

           FOR GABRIELLE RUELAS, VICE PRESIDENT OF OPERATIONS



     This revised Agreement is entered into on this 1st day of February,
2002, in the City of Irvine, California, by and between NORSTAR
COMMUNICATIONS, INC., a California Corporation  (hereinafter referred to
as "COMPANY") and  GABRIELLE RUELAS (hereinafter referred to as
"EMPLOYEE") and collectively called the "Parties".   As of the date of
the signing of this Agreement, Mark Ellis is serving as Chief Executive
Officer for the Company, referred to in this Agreement as "C.E.O.".

     This revised Employment Agreement (hereinafter referred to as
"Agreement") is entered into by and between Company and Employee as
follows:


                              1.  RECITALS

     1.1  Company owns and operates a Long Distance and Internet Company
          engaging in Long Distance Telephone and ISP services to the
          business and individual customers, commonly known as "VoIP".
          The principle place of business of Company is 18200 Von Karman
          Avenue, Suite No. 900, Irvine, California  92612.

     1.2  The Company, due to consolidation and/or transfer of all or
          substantially all of the assets of Company, the provisions of
          the Employee Agreement executed on or about March 23, 2001 need
          to be modified accordingly.    For the surviving Company or
          when a Merger and Acquisition occurs of a publicly held
          corporation, this Agreement will be available for public
          review; therefore, the Parties believe it is in their mutual
          best interests to modify their original agreement.
          Consideration is hereby provided by COMPANY by revising the
          Stock Option Provisions of the original Agreement (Paragraph
          4.1 of agreement signed March 23, 2001), and by adding an
          additional week's Vacation Time, and changing the five-day
          "Sick Leave" to "Personal Time", EMPLOYEE, by her signature
          below, consents to the modification of the original Agreement
          and accepts the consideration provided by COMPANY.

     1.3  EMPLOYEE is employed by COMPANY as  Vice President of
          Operations is responsible for the Information Technology, daily
          business operations, billing and provisioning functions and
          processes.

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Employment Agreement                                                    2

     1.4  The parties hereto desire to reconfirm their Agreement executed
          on February 5, 2001; and to confirm that the following terms
          and conditions have been added to their Agreement and is a
          complete statement  of their respective responsibilities to be
          rendered herein during the term of this Agreement.

     1.5  The C.E.O. has represented to Employee that she has the power
          and authority to bind the Company and any successor to accept
          the revised terms and conditions of this Agreement.


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


              2. EMPLOYMENT AS VICE PRESIDENT OF OPERATIONS

     2.1  COMPANY hereby employs EMPLOYEE as Vice President of Operations
          and EMPLOYEE hereby accepts employment with COMPANY for period
          of three years beginning February 5, 2001.  This Agreement may
          be terminated earlier as hereinafter provided.


               3.  DUTIES AND RESPONSIBILITIES OF EMPLOYEE

     3.1  The Vice President of Operations is responsible for the
          day-to-day performance of Company and will supervise and manage
          personnel, develop appropriate procedures, conduct employee
          meetings and trainings as appropriate that report to the Vice
          President of Operations.  EMPLOYEE will work with department
          managers to integrate information and processes between
          departments.  The C.E.O. will work with the Vice President of
          Operations regarding personnel, equipment and other resources
          to insure flow of operations for the COMPANY.

     3.2  EMPLOYEE is hereby given responsibilities and perform such
          other duties and responsibilities as may be set forth in the
          Employee Manual, incorporated herein by this reference, or as
          directed by C.E.O.

     3.3  The duties of EMPLOYEE may be changed from time to time by the
          mutual consent of COMPANY and EMPLOYEE without resulting in a
          rescission of this contract.  Notwithstanding any such change
          the employment  of EMPLOYEE shall be construed as continuing
          under this Agreement as modified.


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Employment Agreement                                                    3

     3.4  EMPLOYEE agrees to participate in orientation and service
          training  programs designated by COMPANY, and to comply with
          all training requirements and policies, established from time
          to time, by COMPANY.

     3.5  EMPLOYEE agrees to comply with all applicable policies of
          COMPANY including, but not limited to, personnel and employment
          qualifications, employment policies and procedures, etc.
          EMPLOYEE further agrees that all activities carried out by him,
          pursuant to this Agreement, shall be carried out without
          discrimination on the basis of age, sex, physical or mental
          handicap, race, color, religion, ancestry, or national origin.


                       4.  PERFORMANCE EVALUATION

     4.1  Employee's performance shall be reviewed on an annual basis by
          a procedure approved by the C.E.O. of COMPANY.


                            5.  COMPENSATION

     5.1  For all services to be rendered by EMPLOYEE on behalf of
          COMPANY, COMPANY agrees to pay, and EMPLOYEE agrees to accept
          compensation as follows:

          (a)  $65,000 first six months base salary (payable weekly);
               beginning on February 5, 2001. Then starting on August 1,
               2001, base salary increase to $70,000. Second year base
               salary of $75,000, and third year base salary of $85,000.

          (b)  200,000 (two hundred thousand) shares of common stock of
               COMPANY, ownership of said stock shall vest with EMPLOYEE
               in twelve months; vesting  beginning February 5, 2001.

          (c)  The Options of 100,000 (one hundred thousand) shares of
               common stock to be granted with vesting over a
               twelve-month period vesting at 1/12 per month, starting
               February 5, 2001. Option price to be $1.00 for first
               option, $1.50 for second option, $2.00 for third option
               for the purchase of one share of common stock of COMPANY.

          (d)  Subsequent to the vesting date, shares shall remain the
               sole property of EMPLOYEE regardless of change in
               ownership and/or control of COMPANY, unless EMPLOYEE and
               only EMPLOYEE exercises her right in the sale or transfer
               of such stock;

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Employment Agreement                                                    4

          (e)  If COMPANY undergoes, engages in, is subject to, or is
               involved in a change, transfer, buy out, merger,
               acquisition, or any modification in the business practices
               of COMPANY, EMPLOYEE shall retain ownership of her shares
               in COMPANY or the monetary equivalent thereto (as to stock
               ownership) of any new business entity which results or is
               formed;

          (f)  EMPLOYEE shall receive three (3) weeks' paid vacation (15
               working days) after first and second year, and four weeks
               (20 working days) after third year, with no more than
               three weeks taken concurrently, unless given permission in
               writing by C.E.O.  Vacation time will not accrue as long
               as EMPLOYEE remains employed by COMPANY, unless prior
               approval has been obtained in writing by C.E.O. Any earned
               or unused vacation time shall be paid to EMPLOYEE if
               EMPLOYEE either voluntarily leaves COMPANY or is
               terminated by COMPANY;

          (g)  EMPLOYEE shall receive five days of paid Personal Time per
               year.  Unused accrued Personal Time has no cash value and
               will not be paid at termination;

          (h)  EMPLOYEE shall be included in any and all of COMPANY'S
               medical,  optical, workers compensation, and all other
               health benefits and retirement plans COMPANY may have
               (whether they exist at the time of this Agreement is
               executed or any time thereafter),  Benefits shall be
               granted immediately upon execution of this Agreement, if
               available by COMPANY;

          (i)  EMPLOYEE shall receive severance pay upon involuntary
               termination of her employment.  Such severance pay shall
               include two weeks' salary (measured at the time of
               termination).

     5.2  EMPLOYEE understands that other type(s) of compensation may be
          paid to EMPLOYEE other than that stated in paragraph 5.1.


              6.  CONFIDENTIAL AND PROPRIETARY INFORMATION

     6.1  In the course of her employment, EMPLOYEE may have access to
          COMPANY'S confidential information and trade secrets, including
          confidential records, data specification, manuals, policies and
          procedures, client lists and other items of proprietary and/or
          confidential information which are the property of COMPANY and
          used in the regular course of its business.  During EMPLOYEE's
          employment and for three (3) years thereafter, EMPLOYEE
          warrants that she will not, directly or indirectly, disclose or
          use any such information for her personal benefit or for the
          benefit of any third party or to the detriment of COMPANY,
          except as required in the regular course of her employment with
          COMPANY.  However, such confidential information may be
          disclosed with the written consent of C.E.O.

     6.2  EMPLOYEE shall not use any confidential information or
          circulate it to any other person or persons, except when
          specifically authorized in advance by COMPANY and then only to
          the extent necessary for accomplishing any purpose C.E.O. or
          COMPANY may specify in writing.

     6.3  Employee agrees that copies of confidential information may not
          be made without the express written permission of COMPANY and
          that all such copies shall be returned to COMPANY, along with
          the originals.

     6.4  EMPLOYEE acknowledges and agrees that the sale or unauthorized
          use or disclosure of any of COMPANY's trade secrets and
          information technology that may be construed as Proprietary and
          obtained by EMPLOYEE during the course of her employment, is to
          be constituted as unfair competition.   EMPLOYEE promises and
          agrees not to engage in any unfair competition with COMPANY at
          any time, whether during or following the completion of
          assigned duties as Vice President of Operations.


                             7.  COMPETITION

     7.1  During the term of this Agreement, Employee shall not permit
          her name to be used by, be engaged with, or carry on (either
          for himself or as a member of a partnership, or as a
          stockholder, officer or director of a corporation, or as an
          employee, agent, associate or consultant of any person, or
          corporation) any business that is competitive with or adverse
          to Company.


                             8.  TERMINATION

     8.1  COMPANY shall have the right to terminate this Agreement for
          any of the following reasons by serving written notice upon
          EMPLOYEE:

          (a)  For willful breach of any covenant and condition of
               employment, habitual neglect of, willful failure to
               perform, or inability to perform, EMPLOYEE's duties and
               obligations as VICE PRESIDENT OF OPERATIONS;

          (b)  For illegal conduct, constituting a crime involving moral
               turpitude, conviction of a felony, or any conduct
               detrimental to the interests of COMPANY;

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Employment Agreement                                                    6


          (c)  For physical or mental disability rendering EMPLOYEE
               incapable of performing her duties for a consecutive
               period of 180 days, or by death;

          (d)  Determination by C.E.O. that the continued employment of
               VICE PRESIDENT OF OPERATIONS is detrimental to the best
               interests of COMPANY.  If said matter of termination comes
               before the COMPANY's Board of Directors, the Board of
               Directors shall have the sole and absolute discretion as
               to whether or not continued employment is in the best
               interests of COMPANY.

     8.2  In the event of termination of this Agreement, EMPLOYEE shall
          be entitled to the compensation earned prior to the date of
          termination, as provided for in this Agreement, computed pro
          rata, up to and including that date.

     8.3  This Agreement shall not be terminated by any merger or
          consolidation in which COMPANY is not the consolidated or
          surviving corporation, by the transfer of all or substantially
          all of the assets of COMPANY, or by the voluntary or
          involuntary dissolution of COMPANY.

     8.4  In the event of any merger or consolidation or transfer of
          assets, the surviving or resulting corporation or the
          transferee of COMPANY's assets shall be bound by and shall have
          the benefit of the provisions of this Agreement.  COMPANY shall
          take all actions necessary to insure that such a corporation or
          transferee is bound by the provisions of this Agreement.


                           9.  CLIENT RECORDS

     9.1  It is expressly understood that all documents and/or records
          provided to EMPLOYEE by COMPANY constitute proprietary
          information and is the property of COMPANY and upon termination
          of her employment, EMPLOYEE shall not have access to such
          records or documents.

                             10.  ASSIGNMENT

     10.1 Nothing contained in this Agreement shall be construed to
          permit assignment by EMPLOYEE, of any rights or duties under
          this Agreement.  Any such assignment is expressly prohibited.

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Employment Agreement                                                    7

                    11.  DISPUTE RESOLUTION/MEDIATION

     11.1 In the event that there is any dispute as to any items subject
          to this Agreement, including, but not limited to, the extent,
          quality, manner and location of duties and services to be
          rendered and compensation to be paid, such disagreement shall
          first be submitted to the C.E.O. of Company for resolution and
          if not resolved by and between the parties, shall then be
          submitted  to the Board of Directors of COMPANY.  Any dispute
          related to the interpretation or enforcement of this Agreement
          that is not resolved by the C.E.O. or the Board of Directors,
          the Parties agree that it first shall be submitted to
          Mediation.  If Mediation is not successful in resolving  the
          entire dispute, any outstanding issues shall be submitted to
          final and binding arbitration in accordance with the rules
          established by the American Arbitration Association.  The
          arbitrator's award shall be final and judgment may be entered
          upon it by any Court having competent jurisdiction.  If either
          party hereto shall institute any legal or other proceedings to
          enforce or interpret any rights hereunder or terms thereof, the
          prevailing party in such action will be entitled to reasonable
          Attorney fees and all court costs.  Jurisdiction and venue
          shall be in the County of Orange, State of California.


                     12.  COSTS AND ATTORNEYS' FEES

     12.1 In the event that either party hereto shall bring any such
          action to enforce any provision of this Agreement, pursuant to
          Paragraph 11, or as a result of any default in the performance
          of any provision of this Agreement, the prevailing party in
          such action shall be entitled to recover all costs and
          expenses, including reasonable Attorney's fees, incurred by
          such prevailing party in connection with such action.


                          13.  ENTIRE AGREEMENT

     13.1 This Agreement constitutes the entire Agreement between the
          parties hereto with respect to the employment of EMPLOYEE by
          COMPANY, and contains all the covenants and agreements between
          the Parties and supersedes all prior agreements.  Any
          modification of this Amended Agreement will become effective
          only if in writing, dated and signed by the Parties.


                  14.  MONIES DUE EMPLOYEE IF DECEASED

     14.1 If EMPLOYEE dies prior to the expiration of the term of
          employment, any monies that may be due from COMPANY, under this
          Agreement, as of the

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Employment Agreement                                                    8

          date of EMPLOYEE's death, should be paid to EMPLOYEE's
          executives, administrators, heirs, personal representatives,
          successors, and assigns.


                           15.  CALIFORNIA LAW

     15.1 This Agreement shall be governed by and construed in accordance
          with the Laws of the State of California.


                              16.  NOTICES

     16.1 All notices or other communication that either party may desire
          or may be required to deliver to the other party, may be
          delivered in person or by depositing same in the United States
          mail, postage prepaid, Certified or Registered Mail, addressed
          as follows:

                         If to Employee:

                              GABRIELLE RUELAS
                              39 Rhode Island
                              Irvine, CA  92606


                         If to Company:

                              Mark Ellis, C.E.O.
                              Norstar Communications, Inc.
                              18200 Von Karman Avenue, Suite 900
                              Irvine, CA  92612


                         17.  FURTHER DOCUMENTS

     17.1 The Parties hereto agree to execute any further documents and
          to take such further actions that may be necessary or
          appropriate in order to carry out the purposes of this
          Agreement.


                          18.  VIOLATION OF LAW

     18.1 In the event it is determined that any part of this Agreement
          is in violation of applicable law, the parties agree to
          negotiate, in good faith, to amend this Agreement as is
          necessary to conform to the Law.

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Employment Agreement                                                    9


                              19.  WAIVERS

     19.1 Any waiver of any term, covenant or condition of this Agreement
          by any party hereto, should not be effective unless set forth
          in writing, signed by the party granting such waiver and the
          other party thereto.  If a partial waiver is granted or agreed
          to by the parties, in no event shall any such waiver be deemed
          to be a waiver of any other term, covenant or condition of this
          Agreement.


                          20.  CONTRACT REVIEW

     I hereby agree to the above Revised AGREEMENT TO COVER MY employment
Contract period and certify that I have read the foregoing and fully
understand the meaning and effect thereof, and intend to be legally
bound.  This Agreement is executed on this 1st day of February, 2002, in
Irvine, California.


By:  /s/ BARIELLE RUELAS                          February 1, 2002
   -----------------------------------            ----------------
     GABRIELLE RUELAS, Employee                   Date


By:  /s/ MARK ELLIS                               February 1, 2002
   -----------------------------------            ----------------
     Mark Ellis, C.E.O. of Norstar                Date
     Communications, Inc.








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