EXHIBIT 10.35






                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT  (the  "Agreement")  is  made  as of the 6th
day of November,  2001 (the "Effective Date"), by and among LECSTAR CORPORATION,
a Texas corporation (the "Company"), and JAMES E. MALCOM. (the "Employee").

                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS,  the  Company  desires to employ Employee, and the Company and
the Employee  desire to enter into an  employment  agreement  to  establish  the
rights and  obligations  of the  Employee  and the  Company  in such  employment
relationship;

         WHEREAS, the terms of this Agreement have been approved by the Board of
Directors of the Company;

         NOW, THEREFORE,  and  in  consideration  of the mutual covenants herein
contained, the Company and the Employee hereby mutually agree as follows:

        1. Employment and Duties. The Company hereby employs the  Employee,  and
the  Employee  hereby  accepts  employment  with the Company  upon the terms and
conditions  hereinafter set forth. The Employee shall serve as a Vice President,
Chief Financial  Officer and Treasurer of the Company.  In such capacities,  the
Employee  shall  have  all  powers,  duties,  and  obligations  as are  normally
associated  with such  positions.  The Employee shall further perform such other
duties  related to the  business  of the  Company or its  Affiliate  (as defined
below),  including travel,  as may from time to time be reasonably  requested of
him by the Company's  Board of Directors.  The Employee  shall devote all of his
skills,  time,  and  attention  solely and  exclusively  to said position and in
furtherance of the business and interests of the Company except for:

           (a) time spent in managing his personal, financial and legal  affairs
and serving on corporate, civic or charitable boards or committees, in each case
only if and to the extent not substantially  interfering with the performance of
such responsibilities, and

           (b) periods of vacation to which he is entitled.

        2. Term of Employment.  Unless  otherwise  terminated in accordance with
the terms hereof, the term of this Agreement shall be three (3) years commencing
on the date hereof;  provided,  however,  that unless the Company  gives written
notice to the  Employee,  or vice  versa,  at least six (6) months  prior to the
expiration of the original  term, or the  expiration of any  subsequent  renewal
thereof, the term shall be extended for an additional year (such term, including
any renewals thereof, is referred to herein as the "Employment Term").

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        3. Compensation.

          (a)  *Base Salary.  For  such  services,  the Employee shall receive a
minimum  annual base salary at the rate of $145,000.00  per year,  commencing on
the Effective Date and, when the Company becomes operating cash-flow positive as
reported in the Company's consolidated financial statements,  annual base salary
rate shall be increased to between  $175,000 and  $225,000  (the  "Salary").  In
addition,  the  compensation  committee of the Board of Directors of the Company
shall conduct an annual review to determine Employee's  eligibility to receive a
raise  in his  Salary  in each  year of the  Employment  Term  based  upon  both
cost-of-living  adjustments and the performance of the Company during the annual
period.  In the event the Salary is  increased,  the amount of the prior Salary,
together with any increase(s),  shall be Employee's new Salary. The Salary shall
be payable in equal  installments,  no less  frequently  than  semi-monthly,  in
accordance  with the Company's  regular payroll  practices.  The Salary shall be
prorated on a daily basis for the years or months,  as the case may be, in which
Employee commences or terminates his employment relationship hereunder.

          (b) *Annual Bonus. The Employee  shall  be entitled to an annual bonus
opportunity, based upon performance criteria mutually agreed upon by the Company
and the  Employee,  with a target bonus equal to fifty  percent (50%) of Salary.
The maximum bonus  opportunity  shall be determined by the Board of Directors of
the Company  from time to time.  Any bonuses  earned will be paid within  ninety
(90) days following the close of the Company's fiscal year.

          (c) Long-Term  Compensation.   The  Employee  shall  be  entitled   to
participate in such long-term incentive  compensation programs,  including,  but
not limited to, equity incentives, as may be developed from time to time for the
senior management of the Company. As an inducement to the Employee entering into
this  Agreement,  the  Employee  shall be granted an option in  accordance  with
Exhibit A, with such option being subject to the terms set forth in Exhibits A-1
and B.

          (d) Relocation Costs.  The Company shall reimburse  the  Employee  for
reasonable  relocation  costs.  These  costs  shall  include  the selling of the
Employee's  current  residence,   purchasing  another  residence,   obtaining  a
mortgage,  and moving of household items. The  reimbursement of relocation costs
will be in the form of a bonus,  subject  to a maximum  of  $30,000,  and may be
deferred at the discretion of the Company subject to Company's profitability.

        4. Benefits. The Company shall further provide Employee with all  health
and life insurance coverages, sick leave and disability programs,  tax-qualified
retirement plans, paid holidays and vacations,  expense reimbursement  policies,
moving and relocation policies,  perquisites,  and such other fringe benefits of
employment  as the Company may  provide  from time to time to actively  employed
senior executives of the Company who are similarly situated. In addition, during
the term of this  Agreement  (including  extensions  thereof) the Company  shall
provide the Employee:

           *Any bonus paid will be at the  option  of  the  Company  subject  to
profitability and payable in stock or cash.

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          (a) reimbursement for all reasonable expenses incurred by the Employee
in connection  with the conduct of the  Company's  business on  presentation  of
reasonable and appropriate receipts and in accordance with the Company's regular
reimbursement policy applicable to senior executives;

          (b) an  individual  disability  insurance  policy,  at  the  Company's
expense,  in addition to the long-term  disability  insurance  which replaces at
least 60% of the Employee's monthly Salary; and

          (c) a minimum of 4 weeks of paid vacation per year.

        5. Covenants of Employee.

          (a) The terms below shall have the following meanings:

              (i)  "Affiliate"  shall mean any individual  or  any  corporation,
                   limited  liability  company,   partnership,   joint  venture,
                   association  or  other entity or enterprise  that directly or
                   indirectly  controls,  is  controlled by, or  is under common
                   control with, the indicated person or entity;

              (ii) "Competitive Services"shall mean the provision of competitive
                   local exchange,data,long distance,and internet communications
                   services as a carrier to end users, which  are  the  services
                   provided by the Company as of the date of execution hereof;

              (iii)"Entity" shall mean any individual or any corporation,limited
                   liability company, partnership, joint venture, association or
                   other  entity  or  enterprise  other  than the Company or its
                   respective Affiliates;

              (iv) "Principal" or "Representative" shall mean a principal,owner,
                   partner,   shareholder,  joint venturer,  investor,  trustee,
                   director, officer, manager, employee, agent,representative or
                   consultant;

              (v)  "Protected Customers"  shall mean customers of the Company or
                   its  Affiliates within the United States of America with whom
                   Employee  had material contact during his employment with the
                   Company,  or  about  whom   Employee   learned   Confidential
                   Information  (as  defined  below), during the one year period
                   immediately prior to the date of execution hereof;

              (vi) "Protected  Employees"   shall   mean  individuals  providing
                   professional  services  to  the Company or its Affiliates who
                   are then employed or leased  by the Company or its Affiliates
                   or  who  were  so  employed  or  leased by the Company or its
                   Affiliates at any time during the one-year period immediately
                   prior to the termination of Employee's employment; and


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              (vii)"Services"  shall  mean  executive,  managerial, or financial
                   services related to the provision  of  Competitive  Services,
                   which are the services provided  by  Employee for or  on  the
                   Company's  behalf  during his employment with the Company and
                   as of the date of execution hereof.

          (b) During the  Employment  Term  and  for  a  period  of one (1) year
immediately  following  termination of Employee's employment pursuant to Section
10, 11, or 12 hereof, Employee shall not, directly or indirectly,  on Employee's
own behalf or as a Principal or Representative of any Entity:

              (i) provide  Services  within  a  50-mile  radius  of any  of  the
                  locations  where  Employee  has  performed  Services  for  the
                  Company  or its  Affiliates during the last year of employment
                  with  the  Company,   as  listed   on   Exhibit  C hereto  and
                  incorporated herein by  reference  (the "Territory"),  to  any
                  Entity  engaged  in  providing  Competitive  Services.  In the
                  event that, and each time during  Employee's  employment  with
                  the Company or its Affiliates, the Territory in which Employee
                  performs  services  or  the  duties  which  Employee  performs
                  changes,  Employee  and  the  Company shall amend Exhibit C as
                  necessary to reflect such change;

              (ii)call  upon, solicit, induce, recruit or attempt to solicit any
                  Protected  Employee for  the  purpose  or  with  the intent of
                  enticing such Protected Employee  away  from  or  out  of  the
                  employ of, or other business relationship with, the Company or
                  its Affiliates  or  to  enter  employment  or  other  business
                  relationship  with  any  other  Entity  engaged  in  providing
                  Competitive Services;

              (iii)solicit  or  call upon any Protected Customer for the purpose
                   of providing Competitive Services;

              (iv)call  upon  any  prospective  acquisition candidate either (A)
                  called upon by the Company or  its Affiliates or (B) for which
                  the Company or its respective  Affiliates  made an acquisition
                  analysis, and, in either case, with whom Employee had material
                  contact  or   about   whom   Employee   learned   Confidential
                  Information  (as  defined below)  during  the  three  (3) year
                  period  immediately  prior  to  the  termination of Employee's
                  employment (or shorter period, if  Employee  has not then been
                  employed by Company for three (3) years), for  the  purpose of
                  acquiring such entity.

          (c) Notwithstanding  anything  contained  in  this  Section  5  to the
contrary,  nothing  shall  prevent  the  Employee  from:  (i) having a financial
interest in a publically-traded competitor of the Company if that interest is in
the form of ownership of less than five (5%) percent of the outstanding stock of
such company;  and/or (ii) engaging in activities  otherwise  prohibited by this
section if the Employee receives the prior approval of the Board of Directors of
the Company which  approval must be based upon a finding that there is no actual
conflict of interest (such approval shall not be unreasonably withheld).

          (d) The covenants in this Section 5 are severable and separate, and if
any specific covenant is found to be unenforceable,  the provisions of any other
covenant  shall not be affected.  Moreover,  in the event any court of competent
jurisdiction  shall determine that the scope,  time or territorial  restrictions
set forth are  unreasonable,  then it is the  intention of the parties that such
restrictions be enforced to the fullest extent which the court deans  reasonable
and the Agreement shall thereby be reformed.

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        6. Confidential Information.
           ------------------------

          (a) The terms below shall have the following meanings;

              (i) "Trade  Secrets"  shall  mean the trade secrets of the Company
                  and its subsidiaries and  affiliates as defined in the Georgia
                  Trade Secrets Act.

              (ii) "Confidential Information"  shall  mean  information  of  the
                   Company, other than Trade Secrets, and  its  subsidiaries and
                   affiliates, its licensors,  vendors,  suppliers, customers or
                   prospective licensors, vendors, suppliers or  customers, that
                   is of value to its owner  and  is  treated  as  confidential,
                   including,  but  not  limited  to, technical or non-technical
                   data, formulas, patterns,  compilations,  programs,  devices,
                   methods,  techniques,  drawings,  processes, financial  data,
                   financial plans, product  plans,  or  a  list  of  actual  or
                   potential  customers  or  suppliers,  future  business plans,
                   licensing   strategies,  advertising  campaigns,  information
                   regarding  executives  and  employees,  and  the   terms  and
                   conditions  of this Agreement. Confidential Information shall
                   not  include  any  data  or  information  that  (x) has  been
                   voluntarily disclosed to the general public  by  the Company,
                   (y) has  been  independently  developed  and disclosed to the
                   general  public by others, or (z) otherwise enters the public
                   domain through lawful means.

          (b) The  Company  may  disclose  to Employee certain Trade Secrets and
Confidential  Information.  Employee  acknowledges  and  agrees  that the  Trade
Secrets and Confidential  Information are the sole and exclusive property of the
Company (or a third party  providing  such  information to the Company) and that
the Company or such third party owns all worldwide  rights therein under patent,
copyright,  trade secret,  confidential  information,  or other property  right.
Employee  acknowledges  and agrees that the  disclosure of the Trade Secrets and
Confidential  Information to Employee does not confer upon Employee any license,
interest  or  rights  of any kind in or to the  Trade  Secrets  or  Confidential
Information.  Employee may use the Trade  Secrets and  Confidential  Information
solely for the benefit of the Company while  Employee is employed or retained by
the Company.  Except in the  performance  of services for the Company,  Employee
will  hold  in  confidence  and not  reproduce,  distribute,  transmit,  reverse
engineer,  decompile,  disassemble,  or transfer, directly or indirectly, in any
form,  by any means,  or for any  purpose,  the Trade  Secrets  or  Confidential
Information or any portion  thereof.  Employee  agrees to return to the Company,
upon request by the Company, the Trade Secrets and Confidential  Information and
all materials relating thereto.

          (c) Employee's  obligations  under  this  Agreement with regard to the
Trade  Secrets  shall  remain in effect  for as long as such  information  shall
remain a trade secret  under  applicable  law.  Employee  acknowledges  that its
obligations with regard to the Confidential  Information  shall remain in effect
while  Employee  is  employed  or  retained by the Company and for two (2) years
thereafter.

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          (d) Employee  acknowledges  that  existing or prospective customers of
the Company may be companies  which are  publicly  traded and subject to various
rules and  regulations  of the  Securities  and  Exchange  Commission.  Employee
acknowledges  that the  Company  has a policy  that no one  associated  with the
Company may trade in  securities  of any  customer of the Company or the Company
itself  based  on  material,  nonpublic  information  concerning  the  customer.
Additionally,  the Company expressly forbids the unauthorized  disclosure of any
nonpublic information acquired by anyone associated with the Company relating to
a customer of the Company.  Employee  shall notify the Company  prior to trading
the securities of any customer or Securities of the Companies.

          (e) Nothing  contained  herein  shall  be  deemed  to waive any of the
Company's rights or remedies under any applicable trade secrets acts, including,
but not limited to, the Georgia Trade Secrets Act.

          (f) Upon  termination  of  employment  for  any reason, Employee shall
return  immediately  to  the  Company  all  documents,  property,   computerized
information,  and other records of the Company,  and all copies thereof,  within
Employee's  possession,  custody or  control,  including  but not limited to any
materials  containing  any Trade  Secrets  or  Confidential  Information  or any
portion thereof.

        7. Ownership. For purposes of this Agreement, "Work Product"  shall mean
the data, materials,  documentation,  computer programs,  inventions (whether or
not  patentable),  and all works of authorship,  including all worldwide  rights
therein under patent,  copyright,  trade secret,  confidential  information,  or
other  property  right,  created or  developed  in whole or in part by Employee,
whether prior to the date of this  Agreement or in the future while  employed by
the Company  (whether  developed  during work hours or not) and which either (i)
relate to the present or anticipated business,  research,  developments,  tests,
products, work or activities of the Company or (ii) result from or are suggested
by any  work  Employee  may do for  the  Company.  All  Work  Product  shall  be
considered  work made for hire by the Employee and owned by the Company.  If any
of the Work Product may not, by operation  of the law, be  considered  work made
for hire by Employee for the Company,  or if ownership of all right,  title, and
interest of the  intellectual  property  rights therein shall not otherwise vest
exclusively in the Company, Employee hereby assigns to the Company, and upon the
future creation thereof  automatically  assigns to the Company,  without further
consideration,  the  ownership of all Work  Product.  The Company shall have the
right to  obtain  and hold in its own name  copyrights,  registrations,  and any
other  protection  available in the Work  Product.  Employee  agrees to perform,
during or after Employee's employment,  such further acts as may be necessary or
desirable to transfer,  perfect,  and defend the Company's ownership of the Work
Product that are reasonably requested by the Company.

        8. Equitable Relief.  The  parties  to this Agreement acknowledge that a
breach by  Employee of any of the terms or  conditions  of this  Agreement  will
result in irrevocable  harm to the Company and that the remedies at law for such
breach  may not  adequately  compensate  the  Companies  for  damages  suffered.
Accordingly, Employee agrees that in the event of such breach, the Company shall
be entitled to injunctive  relief or such other  equitable  remedy as a court of
competent  jurisdiction may provide.  Nothing contained herein will be construed
to limit the  Company's  right to any remedies at law or equity,  including  the
recovery of damages for breach of this Agreement.

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        9. No Defense.  The  existence  of any claim, demand, action or cause of
action that Employee may have against the Company,  whether predicated upon this
Agreement or otherwise, shall not constitute a defense to the enforcement by the
Company of any of the covenants contained in Sections 5, 6, 7 and 8 hereof.

        10.Termination Without Compensation.  The  Employee  may  be  terminated
prior to the expiration of the Employment Term upon:

           (a) written  notice  to the Employee upon the occurrence of either of
the following:

              (i) the substantiated commission by the Employee of any deliberate
and  premeditated  act  involving  moral turpitude materially detrimental to the
Company's economic interests; or

              (ii) the conviction of the Employee of a felony.

           (b) upon  thirty (30) days prior written notice by the Company to the
Employee upon the occurrence of any of the following:

              (i) the willful damage of a material nature directly caused by the
Employee to the Company's economic interests; or

              (ii)Employee's gross negligence in connection with the performance
of  his  duties  that  is  materially  detrimental  to  the  Company's  economic
interests;

unless the Employee has cured the condition to the  reasonable  satisfaction  of
the  Company  within the 30-day  period  following  receipt of any such  written
notice.

           (c) ten (10) days' written notice by Employee to  the  Company if the
Employee resigns without Good Reason as defined in Section 12.

Upon such  termination,  the parties hereto shall be relieved of any obligations
under this Agreement  (except for any obligations set forth in Sections 5, 6, 7,
8,  15  and  16,  thereof)  from  and  after  the  effective  date  of  Employee
termination.

        11. Termination By the Company Without Cause.In the event the Employee's
employment hereunder is terminated during the Employment Term by the Company for
any reason other than those specified in Section 10 above, the Company shall pay
to Employee, as severance compensation for such termination,  an amount equal to
the sum of Salary and that year's target bonus amount  subject to the applicable
multipliers  as  defined  herein,  payable  in  cash  in a lump  sum as  soon as
practicable  following such  termination  based on the length of service between
the  Effective  Date of this  agreement and the date of  termination("Length  of
Service");  if the Length of Service is less than one-year,  then the multiplier
shall be .25;  if the  Length of  Service  is more than  one-year  but less than
two-years,  then the  multiplier  shall be .33; if the Length of Service is more
than two-years but less than  three-years,  then the multiplier shall be .5, and
if the Length of Service is greater than three-years,  then the multiplier shall
be one (1). In addition, the Employee's rights and interests in any warrants and
options through the date of termination and all other benefits in which Employee
is then a  participant  (subject to the terms of such  benefit  plans) upon such
termination,  shall  immediately  vest in full and be  exercisable  by  Employee
within 90 days.

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        12. Employee's Right to Terminate With Good Reason.

            (a) The terms below shall have the following meanings;

                (i) "Good Reason"  shall  mean  the  occurrence  of  one  of the
                    following events.

                    (u) The Employee's title is changed in a materially  adverse
                       manner  or  his duties or responsibilities are materially
                       diminished.

                    (v)The  Employee's  Salary  is  reduced for any reason other
                      than in connection with the termination of his employment.

                   (w)For  any  reason  other  than  in  connection   with   the
                      termination of  the  Employee's  employment,  the  Company
                      materially  reduces  any  fringe  benefit  provided to the
                      Employee hereunder below the level of such  fringe benefit
                      provided  generally   other  actively  employed  similarly
                      situated executives of the Company.

                   (x) A  change  of  over  fifty  (50)  miles in the Employee's
                       principal place of employment in Atlanta, Georgia.

                   (y) The  Company  otherwise materially breaches, or is unable
                       to perform its obligations under this Agreement.

                   (z) The occurrence of a "Change of Control" as defined below.

                (ii) "Change of Control" shall mean:

                   (w) the  acquisition  by  any  individual,  entity  or  group
                       (within the meaning of Section 13(d)(3)  or  14(d)(2)  of
                       the Securities Exchange Act  of  1934,  as  amended  (the
                       "Exchange Act"))  (a "Person")  of  beneficial  ownership
                       (within the meaning of Rule 13d-3  promulgated  under the
                       Exchange  Act)  of  voting  securities of the corporation
                       where such acquisition  causes such person to own thirty-
                       five percent (35%)or more of the combined voting power of
                       the then outstanding  voting  securities  of  the Company
                       entitled to vote generally in the election  of  directors
                       (the "Outstanding Company Voting Securities");  provided,
                       however,  that for purposes of this Subsection  (w),  the
                       following acquisitions shall not be deemed to result in a
                       Change  of  Control:  (1) any  acquisition directly  from
                       the  Company, (2) any acquisition by the Company, (3) any
                       acquisition  by any  employee  benefit  plan (or  related
                       trust)  sponsored  or maintained by the  Company  or  any
                       corporation   controlled  by  the  Company,  or  (4)  any
                       acquisition by any corporation  pursuant to a transaction
                       that complies with clauses (1), (2) and (3) of Subsection
                       (y)  below;  and  provided further,  that if any Person's
                       beneficial  ownership  of  the Outstanding Company Voting
                       Securities reaches  or exceeds thirty-five  percent (35%)
                       as a result  of a  transaction described in clause (1) or
                       (2)  above,   and  such  Person   subsequently   acquires
                       beneficial  ownership  of  additional  voting  securities
                       of the  Company,  such subsequent  acquisition   shall be
                       treated as an  acquisition  that  causes  such Person  to
                       own thirty-five percent (35%)or more of the   Outstanding
                       Company Voting Securities; or

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                   (x)individuals who as of  the  date  hereof,  constitute  the
                      Board of Directors of the  Company (the "Incumbent Board")
                      cease for any reason to  constitute at least a majority of
                      the Board; provided, however, that any individual becoming
                      a director subsequent  to  the date hereof whose election,
                      or nomination for election by the Company's  shareholders,
                      was approved by a  vote  of  at  least two-thirds  of  the
                      directors then comprising the  Incumbent  Board  shall  be
                      considered as though such individual were a member of  the
                      Incumbent Board, but excluding, for this purpose, any such
                      individual whose initial assumption of office occurs  as a
                      result of an actual  or  threatened  election contest with
                      respect to the election or removal  of  directors or other
                      actual or  threatened  solicitation of proxies or consents
                      by or on behalf of a Person other than the Board; or

                   (y)the approval by the  shareholders  of  the  Company  of  a
                      reorganization, merger or consolidation or sale  or  other
                      disposition of all or substantially all of  the  assets of
                      the Company ("Business Combination")  or,  if consummation
                      of such Business Combination is subject, at  the  time  of
                      such approval by shareholders,   to  the  consent  of  any
                      government or governmental  agency,  the obtaining of such
                      consent (either explicitly or implicitly by consummation);
                      excluding,  however,  such a Business Combination pursuant
                      to which (1) all or substantially all of  the  individuals
                      and  entities  who  were  the  beneficial  owners  of  the
                      Outstanding Company Voting Securities immediately prior to
                      such Business Combination beneficially  own,  directly  or
                      indirectly, more  than  60%  of;  respectively,  the  then
                      outstanding shares of common stock and the combined voting
                      power of the then outstanding voting  securities  entitled
                      to vote generally in the election  of  directors,  as  the
                      case  may  be,  of  the  corporation  resulting  from such
                      Business  Combination  (including,  without  limitation, a
                      corporation that  as a result of such transaction owns the
                      Company or all  or  substantially  all  of  the  Company's
                      assets   either   directly   or   through   one   or  more
                      subsidiaries) in substantially  the  same  proportions  as
                      their  ownership,  immediately prior   to   such  Business
                      Combination of the Outstanding  Company Voting Securities,
                      (2) no Person (excluding any  employee  benefit  plan  (or
                      related trust)of the Company or such corporation resulting
                      from such Business Combination) beneficially owns,directly
                      or indirectly, thirty-five  percent  (35%)  or  more   of,
                      respectively, the then outstanding shares of common  stock
                      of  the   corporation   resulting   from   such   Business
                      Combination or the  combined  voting  power  of  the  then
                      outstanding voting securities of  such corporation  except
                      to the extent that such ownership  existed  prior  to  the
                      Business  Combination  and  (3) at least a majority of the
                      members of the  board  of  directors  of  the  corporation
                      resulting from such Business Combination  were  members of
                      the Incumbent Board at the time of the  execution  of  the
                      initial  agreement,   or  of  the   action  of  the Board,
                      providing for such Business Combination; or

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                   (z)approval by the shareholders of the Company of a  complete
                      liquidation or dissolution of the Company.

Notwithstanding  the  foregoing,  no Change of  Control  shall be deemed to have
occurred  for  purposes of this  Agreement by reason of any actions or events in
which the  Employee  participates  in a capacity  other than in his  capacity as
executive or as a director of the Company.

            (b) The  Employee  may   terminate  his  employment at any time with
Good Reason upon written notice to the Company. In the event that the Company is
unable  to  cure  the  event  which  constitutes   Employee's  Good  Reason  for
terminating  the Agreement  within thirty (30) days of such notice,  the Company
shall have the same obligations to the Employee as those set forth in Section 11
provided  that the  Employee's  Good Reason is other than a Change of Control of
the Company.  In the case of a Change of Control,  the  multiplier  used for the
calculation in Section 11 shall be three (3). The failure by the Employee to set
forth any fact or  circumstance  which  contributes  to a showing of Good Reason
shall not waive any right of thc Employee  hereunder  or preclude the  executive
from asserting such fact or circumstance in enforcing his rights hereunder.

        13. Death of the Employee. If the Employee dies  during  the  Employment
Term, (a) this Agreement  shall  terminate,  and (b) the Company will pay to the
Employee's estate the Employee's Salary through the end of the calendar month in
which such death  occurs.  The Company  benefit  plans in which  Employee  was a
participant  prior  to his  death  shall  vest in full  upon  his  death  and be
exercisable by Employee's estate, subject to the terms of such benefit plans.

                                       10
<PAGE>

        14. Compliance with Securities Laws. Employee agrees to comply with  all
applicable state and federal securities laws, rules, and regulations,  as may be
in effect from time to time,

        15. Governing Law. This Agreement is being made in the State of  Georgia
and shall be construed and enforced in accordance  with the laws of the State of
Georgia.

        16. Arbitration. The parties agree that with the exception of claims for
injunctive relief, any dispute,  claim or controversy of whatever nature arising
out of or relating to the negotiation,  execution, performance or breach of this
Agreement  or any  other  dealings  between  them  shall be  resolved  solely by
arbitration  before  three panel  members in  proceedings  conducted in Atlanta,
Georgia  before the American  Arbitration  Association  in  accordance  with its
Commercial  Arbitration  Rules. The decision of a majority of said panel members
shall be deemed  conclusive,  final and  binding  upon the  parties;  and may be
entered as the  judgment  of any court of  competent  jurisdiction.  The parties
shall execute all submission  agreements  and other  documents  authorizing  the
submission of said dispute to arbitration for a final  determination  and award.
The arbitration  panel shall be empowered to award  attorney's fees and expenses
of arbitration  (including  expert witness fees) to the prevailing  party in any
such arbitration.  Furthermore,  with respect to any civil action instituted for
injunctive  relief,  the parties hereby expressly agree to submit themselves to,
and  consent  to the  jurisdiction  and  venue of the  Superior  Court of Fulton
County,  Georgia.  Nothing contained in this paragraph shall restrict or prevent
any party from  initiating a proceeding  in equity before any court of competent
jurisdiction  to  obtain a  temporary  restraining  order,  injunction  or other
equitable relief which said initiating party may have against the other.

        17. Assignability. The  Employee  may  not  assign  his  interest  in or
delegate  his duties under this  Agreement.  The rights and  obligations  of the
Company and the Subsidiary hereunder may be assigned only by operation of law in
connection with a merger in which the Company or Subsidiary, as the case may be,
is not the surviving corporation or in connection with the sale of substantially
all of the assets of the  Company or  Subsidiary,  and in the latter  event such
assignment  shall not  relieve  the  Company or  Subsidiary  of its  obligations
hereunder.

        18. Indemnification  of  Employee  as  a  Director  and  Officer  of the
Companies.  The Company  hereby agrees that it shall  indemnify  Employee to the
fullest extent permitted by applicable law, from and against all losses,  costs,
claims,  judgments and  expenses,  as and when incurred by Employee by reason of
his being or having  been a  director  and/or an  officer  of the  Company.  The
indemnification  provided for herein shall not be deemed  exclusive of any other
rights to which Employee may be entitled under any by-law, agreement,  insurance
policy, vote of shareholders or otherwise.

        19. Binding Effect.  This  Agreement  shall be binding upon and inure to
the benefit of the Company and Subsidiary, its successors and assigns.

        20. Notices.  All  notices,  demands  and requests which may be given or
which are required to be given by either party to the other, and any exercise of
a right of termination provided by this Agreement, shall be in writing and shall
be deemed  effective  when  either:  (1)  personally  delivered  to the intended
recipient;  (2) sent by certified or registered mall, return receipt  requested,
addressed  to  the  intended  recipient  at the  address  specified  below;  (3)
delivered  in person to the  address  set forth below for the party to which the
notice was given;  (4)  deposited  into the custody of a  nationally  recognized
overnight  delivery  service  such as  Federal  Express  Corporation,  Emery  or
Purolator,  addressed to such party at the address  specified below; or (5) sent
by  facsimile,  telegram or telex,  provided  that  receipt for such  facsimile,
telegram  or telex is  verified  by the sender and  followed by a notice sent in
accordance  with one of the other  provisions set forth above.  Notices shall be
effective on the date of delivery or receipt,  of, if delivery is not  accepted,
on the earlier of the date that  delivery is refused or three (3) days after the
date the notice is mailed. For purposes of this Paragraph,  the addresses of the
parties  for all  notices are as follows  (unless  changes by similar  notice in
writing are given by the particular person whose address is to be changed):

                                       11
<PAGE>

         If to the Employee:        70 Torrey Pines Court
                                    Newnan, GA  30265


         If to the Company:         4501 Circle 75 Parkway
                                    Bldg. D-4210
                                    Atlanta, Georgia 30339


        21. Entire Agreement;  Modification:  This  Agreement  constitutes   the
entire agreement of the parties hereto with respect to the subject matter hereof
and may not be  modified  or amended in any way except in writing by the parties
hereto.

        22. Waiver.  No  waiver  by the Company of any breach by the Employee of
this Agreement shall be construed to be a waiver as to succeeding breaches.

        23. Severability. In any provision  or  part  of  any  provision of this
Agreement is held invalid or unenforceable by a court of competent jurisdiction,
such holding  shall not affect the  enforceability  of any other  provisions  or
parts thereof; and all other provisions and parts thereof shall continue in full
force and effect.

        24. Counterparts. This Agreement may be executed in  counterparts,  each
of which shall be deemed an original but all of which together shall  constitute
one and the same agreement.

                                       12

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement  on
or as of the date and year first above written.

                                                     THE COMPANY:

                                                     LECSTAR CORPORATION



                                                     By:/s/ W. Dale Smith
                                                     Name:  W. Dale Smith
                                                          ----------------------
                                                     Title:President



                                                     EMPLOYEE:
                                                     --------

                                                     /s/ James E. Malcom
                                                     -------------------
                                                     James E. Malcom.



                                       13


<PAGE>



                                    Exhibit A

                               EMPLOYEE'S OPTIONS


         The  option  to  be  granted  to Employee shall be made pursuant to the
terms and  conditions  reflected by the form of Stock  Option Grant  Certificate
attached as Exhibit A-1 hereto, except as otherwise set forth in this Exhibit A:

         1) An  option  for  a total of 1,000,000 shares of Company common stock
shall be granted to the Employee as soon as practicable  at the exercise  prices
of $.42 per share.

         2) The  options  shall  be  granted  as incentive stock options, to the
            extent of permissible statutory limits.

         3) The options shall have maximum ten-year terms.

         4) each option shall  vest  ratably  over a seven-year period and shall
            become immediately vested in accordance with the terms of the
            Employment Agreement.

         5) The  definition  of  "Cause" as used in the Stock Option Certificate
            shall be the same as used in the Employment Agreement.



<PAGE>


                                    Exhibit C

                    EMPLOYEE'S WORK LOCATION(S) FOR PURPOSES

                         OF DEFININITION OF "TERRITORY"


                  4501 Circle 75 Parkway, Atlanta, Georgia 30339