**Exhibit 10.23**
**EMPLOYMENT AGREEMENT**
          **THIS EMPLOYMENT AGREEMENT**(this “Agreement") is made asof the 1st day of January, 2004 (the “Effective Date") byand between Acceris Communications Inc., a Florida corporation (the“Company”), and James Ducay(“Executive”).
          The Executive is skilled in business and financial matters and possessesknowledge of the business, products and operations of the Company. The partieshereto believe that it is in their respective interests to enter into anemployment agreement whereby, for the consideration specified herein, Executiveshall provide the services specified herein. Certain definitions are set forthin Section 7 of this Agreement.
          The parties hereto agree as follows:
          **Section 1. Employment**.
          (a) Employment Period. The Company agrees to employExecutive and Executive accepts such employment for the period (the“Employment Period”) beginning as of the Effective Date andending upon (a) the first anniversary of the Effective Date or (b) such earlierdate upon which the employment of the Executive shall terminate in accordancewith Section 2 herein (the date of termination beinghereinafter called the “Termination Date”). The EmploymentPeriod may be extended by written agreement of the parties hereto. Anyemployment of Executive by the Company following the expiration of theEmployment Period shall be “at will” and may be terminated by the Company atany time without any liability other than the payment of any base salary andearned bonus through the effective date of termination.
          (b) Position and Duties.
               (i) During the Employment Period, Executive shall serve as the ExecutiveVice President and Chief Operating Officer of the Company and the Executiveshall report to the President and/or Chief Executive Officer of the Company.Executive shall perform all duties and shall have all powers which are commonlyincident to his office as well as all powers that are delegated to Executive bythe President and/or chief Executive Officer.
               (ii) Executive shall devote his best efforts and his full business timeand attention to the business and affairs of the Company, except for permittedvacation periods in accordance with the Company’s policy, periods of illness orother incapacity, and reasonable time spent with respect to civic andcharitable activities, provided that none of such activities shall materiallyinterfere with Executive’s duties to the Company or its Subsidiaries.
          (c) Salary. Bonus and Benefits.
               (i) During the Employment Period, the Company will pay Executive a basesalary at the rate of $275,000 per annum (the “Annual BaseSalary”). The Annual Base Salary shall be paid in such installmentsas is the policy of the Company with respect toexecutive officers of the Company.
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               (ii) Commencing with the Effective Date, Executive shall be eligible for adiscretionary annual bonus of up to one hundred percent (100%) of Executive’sAnnual Base Salary (the “Bonus”). The amount of any Bonus to be awarded shallbe determined pursuant to the Acceris Management System, based on performancecriteria established at the beginning of each fiscal year, and the timing ofsuch award and the payment of any such Bonus shall be consistent with thepractice of the Company.
               (iii) Executive shall be entitled to participate in all employee stockoption, pension and welfare benefit plans, programs and practices maintained bythe Company for its employees generally in accordance with the terms of suchplans, programs and practices as in effect from time to time, and in any otherinsurance, pension, retirement or welfare benefit plans, programs and practiceswhich the Company generally provides to its executives from time to time.
          (d) Expenses. The Company shall pay, or reimburse theExecutive (at the Company’s option), in accordance with policies established bythe Company, for all reasonable and necessary expenses and other disbursementsincurred by the Executive for or on behalf of the Company in the performance ofhis duties hereunder, including, without limitation, travel on behalf of or inconnection with his services for the Company in a manner customary for theCompany’s senior executives, including food and lodging expenses while theExecutive is away from home performing services for the Company.
          (e) Workplace and Work Schedule. Executive’s workplaceshall be the Company’s office in Pittsburgh, Pennsylvania. Executive shall beentitled to such holidays as are established by the policies of the Company.Executive shall be entitled to four (4) weeks of vacation per year, which maybe taken in various periods, subject to the Company’s needs.
          **Section 2. Termination Of Employment**.
          (a) Death or Disability. The Company may terminate theExecutive’s employment hereunder due to the Executive’s death or Disability. Ifthe Executive dies during the Employment Period, the Termination Date shall bedeemed to be the date of the Executive’s death.
          (b) Cause. The Company may terminate the employment ofExecutive hereunder at any time for Cause (such termination being referred toherein as a “Termination for Cause”) by giving the Executivewritten notice of such termination, with such termination to take effect as ofthe date of such notice.
          (c) Without Cause. The Company may terminate theemployment of the Executive at any time during the Employment Period withoutCause by giving the Executive written notice of such termination, with suchtermination to take effect as of the date of such notice.
          (d) Good Reason, Executive may terminate his employmenthereunder for Good Reason by providing written notice to the Company within 45days of his knowledge of the event constituting Good Reason. Notwithstandingthe foregoing provisions to the contrary, in no event shall the Executiveterminate his employment hereunder for Good Reason without providing theCompany with at least fifteen (15) days’ prior written Notice of Terminationgiven by the Executive to the Company and an opportunity for the Companyto cure within that fifteen (15) day period the Good Reason which the Executivebelieves provides him with grounds to terminate his employment.
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          (e) Notice ofTermination. Anytermination pursuant to this Section 2 shall be communicatedto Executive or the President and/or Chief Executive Officer, as applicable, byNotice of Termination.
          **Section 3.Effect Of Termination Of Employment.**
          (a) Death or Disability. Upon the termination ofExecutive’s employment hereunder due to death or Disability pursuant toSection 2(a), neither Executive nor his beneficiary orestate shall have any further rights or claims against the Company under thisAgreement, except the right to receive (i) the unpaid portion, if any, of theAnnual Base Salary provided for in Section 1, computed on apro rata basis to the Termination Date (based on the actual number of dayselapsed over a year of 365 or 366 days, as applicable), (ii) the unpaidportion, if any, of the Bonus and (iii) reimbursement for any expenses forwhich Executive shall not have been reimbursed as provided for inSection 1 (such amounts being collectively referred to as“Accrued Compensation”).
          (b) Cause. Upon a termination of Executive’s employmenthereunder by the Company for Cause pursuant to Section 2(b),neither Executive nor his beneficiary or estate shall have any further rightsor claims against the Company under this Agreement, except the right to receive(i) the unpaid portion, if any, of the Annual Base Salary provided for inSection 1, computed on a pro rata basis to the TerminationDate (based on the actual number of days elapsed over a year of 365 or 366days, as applicable) and (ii) reimbursement for any expenses for which theExecutive shall not have been reimbursed as provided for in Section1.
          (c) Without Cause. Upon a termination of Executive’semployment hereunder by the Company without Cause pursuant to Section2(c), neither Executive nor his beneficiary or estate shall have anyfurther rights or claims against the Company under this Agreement, except theright to receive:
               (i) any Accrued Compensation;
               (ii) off payroll, an amount equal to the amount of the Annual Base Salary,payable in accordance with Section 1(c)(i), Executive would have received for the periodcommencing on the Termination Date and ending on the first anniversary of theTermination Date; and
               (iii) provided that Executive has met, as of the Termination Date, theperformance criteria established with respect to the Bonus for the fiscal yearin which the Termination Date occurs, the pro rata portion of the Bonus forsuch fiscal year (based on the actual number of days elapsed from the beginningof the fiscal year to the Termination Date), the timing of the payment of anysuch Bonus to be consistent with the past practice of the Company.
          (d) Upon a termination of the Executive’s employment hereunder by theExecutive for Good Reason pursuant to Section 2(d),neither the Executive nor his beneficiary or estate shall have any furtherrights or claims against the Company under this Agreement, except the right toreceive:
               (i) any Accrued Compensation; and
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               (ii) off payroll, an amount equal to the amount of the Annual Base Salary,payable in accordance with Section 1(c)(i), Executive wouldhave received for the period commencing on the Termination Date and ending onthe earlier of (x) the first anniversary of the Termination Date and (y) thefirst anniversary of the Effective Date.
          (e) Release. Executive acknowledges and agrees that thepayments provided for in Sections 3(c)(ii) and 3(d)(ii)constitute liquidated damages for any claim of breach of contract under thisAgreement as it relates to termination of his employment during the EmploymentPeriod without Cause pursuant to Section 2(c) or with GoodReason pursuant to Section 2(d). Notwithstanding theforegoing, if Executive is entitled to the payments set forth inSection 3(c)(ii) or Section 3(d)(ii) ofthis Agreement, Executive shall execute and agree to be bound by an agreement,in form and substance satisfactory to the Company (the “Release”), relating tothe waiver and general release of any and all claims arising out of or relatingto Executive’s employment and termination of employment, and the Company shallhave no obligation to make the payments contemplated under Section3(c)(ii) or Section 3(d)(ii), as the case may beif Executive fails to execute such Release or seeks to revoke such Release. Inaddition, if Executive should violate or threaten to violate the terms ofSection 4 of this Agreement, the continuing obligations ofthe Company to make the payments contemplated under Section3(c)(ii) or Section 3(d)(ii), as the case may be,shall immediately terminate.
          (f) Mitigation. Notwithstanding the foregoing andsubject to the limitations on competition hereunder, the amount of any paymentby the Company provided for in Section 3(c)(ii) orSection 3(d)(ii), as the case may be, shall be reduced bythe amount of any compensation earned by the Executive from a competitor of theCompany or any Subsidiary during the period such payment is to be made by theCompany.
          **Section 4. Confidentiality**.
          (a) Executive agrees that at all times, both during and after Executive’semployment by the Company, Executive will hold in a fiduciary capacity for thebenefit of the Company and not use or disclose to any third party any tradesecret, or other information, knowledge or data not generally known to thepublic which Executive may have learned, discovered, developed, conceived,originated, prepared or received during or as a result of Executive’semployment by the Company or any Subsidiary or Affiliate with respect to theoperations, businesses, affairs, products, services, technology, intellectualproperties, Agents, customers, clients, pricing of products or services,policies, procedures, accounts, personnel, concepts, format, style, techniquesor software of the Company or any Subsidiary or Affiliate of the Company(“Proprietary Information”). Executive agrees that Company’sProprietary Information includes, without limitation, the business or otherneeds, requirements, preferences or other information relating to Agents andcustomers of the Company or any Subsidiary or Affiliate of the Company,acquisition targets of the Company or any Subsidiary or Affiliate of theCompany and all information or data collected by the Company with referencethereto. Executive agrees to comply with any and all procedures which theCompany may adopt from time to time to preservethe confidentiality of any trade secret or other non-public proprietary,information, knowledge or data; that the absence of any legend indicating theconfidentiality of any materials will not give rise to an inference that thecontents thereof or information derived there from are not confidential; thatimmediately following the termination of Executive’s employment by the Company,Executive will return to Company all materials, except for Executive’s personalitems, provided to Executive by the Company during the termhereof, all workscreated by Executive or others during the term
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of Executive’s employmenthereunder and all copies thereof; and that the Company may, in its solediscretion, upon or after termination of Executive’s employment by the Company,notify Executive’s new employer, clients or other parties that Executive hashad access to certain trade secrets, information, knowledge or data whichExecutive is under a continuing obligation not to use or disclose.Notwithstanding the foregoing, the limitations imposed on Executive pursuant tothis Section 4(a) shall not apply to Executive’s (i)compliance with legal process or subpoena or (ii) statements in response toinquiry from a court or regulatory body; provided, that Executive gives theCompany reasonable prior written notice of such process, subpoena or request.
          (b) In order to protect the Proprietary Information, Executive agrees thatfor a period of eighteen (18) months following the expiration or termination ofExecutive’s employment hereunder, Executive will not, directly or indirectly,for Executive’s own account or as a partner, joint venturer, employee, agent,or consultant: (a) employ as an employee, engage as an independent contractoror agent or otherwise retain or solicit or seek to so employ, engage, retain orsolicit any person who, during any portion of the two (2) years prior to thedate of expiration or termination of Executive’s employment was, directly orindirectly, employed as an employee, engaged as an independent contractor orAgent or otherwise retained by the Company or any Subsidiary or Affiliate ofthe Company; or (b) induce any person or entity (except for individualsconsidered to be clerical or secretarial staff) to leave his or her employmentwith the Company, terminate an independent contractor or Agent relationshipwith the Company or terminate or reduce any contractual relationship withCompany or any Subsidiary or Affiliate of the Company or (c) directly orindirectly induce or influence any Agent, customer, supplier, or other personthat has a business relationship with the Company or any Subsidiary orAffiliate of the Company to discontinue or reduce the extent of suchrelationship. Notwithstanding the foregoing, the parties agree that Executiveshall not be deemed to have violated the provisions of this Section4(b) in the event that any Person of which Executive is a partner,joint venturer, employee, agent or consultant takes any action that wouldotherwise violate the terms of this Section 4(b), so long assuch action is taken without the knowledge of Executive and not with respect toany Person identified by Executive to the Person taking such action.
          (c) All processes, improvements, formulations, ideas, inventions, designsand discoveries, whether patentable or not (collectively“Discoveries”) and all patents, copyrights, trademarks, andother intangible rights (collectively “Intellectual PropertyRights”) that may be conceived or developed by Executive either aloneor with others, during the term of employment, whether or not conceived ordeveloped during working hours, and with respect to which any equipment,supplies, facilities, or trade secret information of the Company or anySubsidiary or Affiliate of the Company was used, or that related to thebusiness of the Company or any Subsidiary or Affiliate of the Company or to theCompany’s or any Subsidiary’s or Affiliate’s actual or demonstrably anticipatedresearch and development, or that result from any work performed by Executivefor the Company, shall be the sole property of the Company. As provided inSection 2870 of the California Labor Code, the requirement to assign inventionshereunder shall not apply to an invention that Executive develops entirely onhis own time without using the Company’s or any Subsidiary’s or Affiliate’sequipment, supplies, facilities, or trade secret information, except for thoseinventions that either (a) relate, at the time of conception orreduction to practice of the invention to the Company’s or anySubsidiary’s or Affiliate’s business, or actual or demonstrably anticipatedresearch or development of the Company or any Subsidiary or Affiliate of theCompany; or (b) result from any work performed by Executive for the Company orany Subsidiary or Affiliate of the Company. Executive shall take all action andexecute and deliver all agreements, assignments and other documents, including,without limitation, all patent applications and assignments, requested by theCompany or any Subsidiary or Affiliate of the
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Company to establish the rightsof the Company or any Subsidiary or Affiliate of the Company under thisSection 4(c) and to vest in the Company or any Subsidiary orAffiliate of the Company title to all Discoveries and Intellectual PropertyRights which are the property of the Company or any Subsidiary or Affiliate ofthe Company under this Section 4(c). Executive shalldisclose to the Company all Discoveries and Intellectual Property Rightsconceived during the term of employment which Executive believes meet thecriteria set forth in California Labor Code Section 2870, whether or not theproperty of the Company or any Subsidiary or Affiliate of the Company under theterms of the preceding sentence, provided that such disclosure shall bereceived by the Company in confidence to the extent it pertains to Discoveriesand Intellectual Property Rights which are not the property of the Companyunder this Section 4(c).
          (d) Because the breach or attempted or threatened breach of thisSection 4 may result in immediate and irreparable injury tothe Company for which the Company may not have an adequate remedy at law, theCompany shall be entitled, in addition to all other remedies, to a decree ofspecific performance thereof and to a temporary and permanent injunctionenjoining such breach, without posting bond or furnishing similar security. Theparties’ obligations under this Section 4 shall survive anytermination of Executive’s employment or this Agreement.
          **Section****5.****Acknowledgments By Executive**.
          Executive understands that the restrictions contained in Section4 herein may limit the ability of Executive to earn a livelihood in acompeting business, but Executive nevertheless believes that Executive hasreceived and will receive sufficient consideration and other benefits as anemployee of the Company and as otherwise provided hereunder to clearly justifysuch restrictions which, in any event (given the education, skills and abilityof Executive), Executive does not believe would prevent him from earning alivelihood
          **Section 6. Tax Withholding.**
          The Company may withhold from any compensation or severance payable underthis Agreement all federal, state, city or other taxes as shall be requiredpursuant to any law or governmental regulation or ruling.
          **Section 7. Definitions.**
          “Affiliate” of any particular Person means (i) anyother Person controlling, controlled by, or under common control with suchparticular Person, where “control” means the possession, directly orindirectly, of the power to direct the management and policies of a Personwhether through the ownership of voting securities, by contract, or otherwise,and (ii) if such Person is a partnership, any partner thereof.
          “Agent” means any Person which has received or isentitled to receive a commission from the Company related to the sale ormarketing of the Company’s products or services.
          “Board” means the Board of Directors of the Company.
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          “Cause” means (i) Executive’s conviction of, or plea ofguilty or *nolo contendere*to, a crime constituting a felony, (ii) grossmisconduct by the Executive that is materially inconsistent with the termshereof, (iii) material failure by the Executive to perform his duties, whichnonperformance continues after written notice thereof and a fifteen (15) daychance to cure, (iv) the Executive’s material breach of this Agreement, (v)habitual drug or alcohol use which impairs the ability of Executive to performhis duties hereunder, or (vi) Executive’s engaging in fraud, embezzlement orany other illegal conduct with respect to the Company which acts are harmfulto, either financially, or to the business reputation of, the Company or (vii)breach of the fiduciary duty owed by Executive to the Company or of any of itsSubsidiaries or Affiliates.
          “Disability” means a physical or mental infirmity whichimpairs Executive’s ability to perform substantially his duties for a totalperiod exceeding six (6) months during the Employment Period or for a period offour (4) consecutive months. Disability shall be determined by a physicianacceptable to both the Company and Executive, or, if the Company and Executivecannot agree upon a physician within 15 days after the Company claims thatExecutive is suffering from a Disability, by a physician selected by twophysicians, one designated by each of the Company and Executive. Executive’sfailure to submit to any physical examination by any such physician after suchphysician has given reasonable notice of time and place of such examinationshall be conclusive evidence of Executive’s inability to perform his dutieshereunder.
          “Good Reason” means, during the Employment Period andwithout Executive’s consent:
          (i) a material diminution of Executive’s title, reporting structure,position or responsibilities or
          (ii) a reduction in, or failure to pay, Executive’s Annual Base Salary orany reduction in the benefits being required to be provided herein or any othermaterial breach of this Agreement.
          “Notice of Termination” means a written notice whichindicates the Termination Date, the specific termination provision in thisAgreement relied upon, and the facts and circumstances, if any, claimed toprovide a basis for such termination.
          “Person” means an individual, a partnership, a limitedliability company, a corporation, an association, a joint stock company, atrust, a joint venture, an unincorporated organization and a governmentalentity or any department, agency or political subdivision thereof
          “Subsidiary” means any corporation or other entity ofwhich the securities having a majority of the ordinary voting power in electingthe board of directors are, at the time as of which any determination is beingmade, owned by the Company either directly orthrough one or more Subsidiaries.
          **Section 8. Notices.**
          Any notice provided for in this Agreement must be in writing and must beeither personally delivered, mailed by first class mail (postage prepaid and.return receipt requested) or sent by reputable overnight courier service’(charges prepaid) to the recipient at the address below indicated:
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   If to Company:     Acceris Communications Inc.  9775 Business Park Avenue  San Diego, California 92131  Attention: Chief Executive Officer
   If to Executive:     951 Oak Knoll  Lake Forest, Illinois 60045
or such other address or to the attention of such other person as the recipientparty shall have specified by prior written notice to the sending party. Anynotice under this Agreement will be deemed to have been given when so deliveredor sent or, if mailed, five days after deposit in the U.S. mail.
          **Section 9. General Provisions**.
          (a) Severability. Whenever possible, each provision ofthis Agreement will be interpreted in such manner as to be effective and validunder applicable law, but if any provision of this Agreement is held to beinvalid, illegal or unenforceable in any respect under any applicable law orrule in any jurisdiction, such invalidity, illegality or unenforceability willnot affect any other provision or any other jurisdiction, but this Agreementwill be reformed, construed and enforced in such jurisdiction as if suchinvalid, illegal or unenforceable provision had never been contained herein.
          (b) Complete Agreement. This Agreement, those documentsexpressly referred to herein and other documents of even date herewith embodythe complete agreement and understanding among the parties and supersede andpreempt any prior understandings, agreements or representations by or among theparties, written or oral, which may have related to the subject matter hereofin any way.
          (c) Counterparts. This Agreement may be executed inseparate counterparts, each of which is deemed to be an original and all ofwhich taken together constitute one and the same agreement.
          (d) Successors and Assigns. Except as otherwiseprovided herein, this Agreement shall bind and inure to the benefit of and beenforceable by Executive, theCompany and their respective successors and assigns;provided that the rights and obligations of Executive underthis Agreement shall not be assignable.
          (e) Choice of Law. This Agreement will be governed byand construed in accordance with the internal laws of the State of Delaware,without giving effect to any choice of law or conflict of law provision or rule(whether of the State of Delaware or any other jurisdiction) that would causethe application of the laws of any jurisdiction other than the State ofDelaware.
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          (f) Remedies. Except as provided in Section4(d) hereof, if any contest or dispute arises between the partieswith respect to this Agreement, such contest or dispute shall be submitted tobinding arbitration for resolution in New York City in accordance with therules and procedures of the American Arbitration Association then in effect.The decision of the arbitrator shall be final and binding on both parties, andany court of competent jurisdiction may enter judgment upon the award. Eachparty shall pay its own legal fees and expenses incurred in connectiontherewith.
          (g) Amendment and Waiver. The provisions of thisAgreement may be amended and waived only with the prior written consent of theCompany and Executive.
          (h) Insurance. The Company, at its discretion, mayapply for and procure in its own name and for its own benefit life and/ordisability insurance on Executive in any amount or amounts consideredavailable. Executive agrees to cooperate in any medical or other examination,supply any information, and to execute and deliver any applications or otherinstruments in writing as may be reasonably necessary to obtain and constitutesuch insurance. Executive hereby represents that he has no reason to believethat his life is not insurable at rates now prevailing for healthy men of hisage.
IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreementon the date first written above.
ACCERIS COMMUNICATIONS INC.   By:   Name:  Its:     James Ducay  
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