EXHIBIT10.5

**EMPLOYMENT AGREEMENT**

          THISAGREEMENT entered into this 18th day of February, 2000("Effective Date"), by and between Kensington International HoldingCorporation, a Minnesota corporation ("Kensington" or"Company"), Mail Call, Inc., a Florida corporation ("MailCall") and Ronald Schnell (the "Employee").

          WHEREAS, theEmployee has heretofore been employed by Mail Call in the positions ofPresident and Chief Executive Officer;

          WHEREAS, theEmployee has performed the services of the chief technical officer of MailCall;

          WHEREAS, theCompany and Mail Call desire to employ the Employee as the chief technicalofficer of the Company and Mail Call as the Vice President of Technology of theCompany and Mail Call;

          WHEREAS, theEmployee desires to be employed as the chief technical officer of the Companyand Mail Call; and

          WHEREAS, theparties desire by this writing to set forth the employment relationship ofKensington, Mail Call and the Employee.

          NOW,THEREFORE, it is AGREED as follows:

          1.       Employment.  The Employee is to be employed in thecapacity of the chief technical officer of the Company and Mail Call as theVice President of Technology of the Company and Mail Call, and shall to performthe duties customarily performed by persons situated in a similar technicalcapacity.  The Employee's other dutiesshall be such as the President of Kensington or the Board of Directors forKensington (the "Board of Directors" or "Board") may fromtime to time reasonably direct.  TheEmployee agrees that should Mail Call be merged into Kensington, the Employeeshall continue as the chief technical officer and Vice President of Technologyof Kensington.  The Employee agrees thatas chief technical officer, his duties do not include any sales, marketing oradministrative duties, unless specifically assigned by the Chief ExecutiveOfficer or President of Kensington.  TheEmployee further agrees that he shall work full-time for the Company ontechnical services and on enhancing technical services for the Company as directedby the President of Kensington.  TheEmployee further agrees to train other employees of the Company on technicalaspects of Mail Call and Kensington, and agrees to oversee the technicalemployees of the Company and Mail Call.

          2.       Resignation as President and ChiefExecutive Officer of Mail Call. Inc. TheEmployee hereby agrees to resign as President and Chief Executive Officer ofMail Call, Inc., simultaneous with the execution of this Agreement.

          3.       Base Compensation. Kensington and/or Mail Call agree to pay the Employee during the term ofthis Agreement a combined base salary which shall be at the rate of $160,000per annum beginning _______________, 2000, and $200,000 per annum beginning,___________, ______, payable not less frequently than every four weeks;provided, that the rate of such salary shall be reviewed by the Board ofDirectors not less often than annually, and Employee shall be entitled toreceive an increase at such percentage or in such an amount, if any, as theBoard of Directors in its sole discretion may decide at such time.

          Thecompensation paid under this Agreement is not retroactive and shall be paidonly for periods commencing with the execution of this Agreement.

          4.       Discretionary and Incentive Bonus.  The Employee shall be entitled toparticipate in an equitable manner with all other senior management employeesof Kensington in discretionary and incentive bonuses, including, but notlimited to stock option and restricted stock awards and other cash and non-cashcompensation plans that may be authorized and declared by the Board ofDirectors to its senior management employees from time to time.

          5.       Warrants to Be Issued.  As further compensation to be paid to theEmployee as consideration for the Employee entering into this Agreement, theCompany shall issue a warrant to the Employee for the Employee to purchase440,000 shares of the common stock of the Company, at an exercise price of$1.00 for each share of common stock purchased under the warrant.  The warrant must be exercised no later thana date five years after the date of execution of this Agreement. If the Companyraises at least $432,000 in a private placement that identifies the payment tothe Employee as a use of proceeds (the “Put Funds”), the Employee has the optionto put the warrant back to the Company, at a price of $1.00 per share, undereither of the following conditions:

          (a)      If a closing occurs for the Put Fundswithin 180 days after the Effective Date, the warrant can be put back to theCompany for a period of 30 days, starting at a time period 180 days after theEffective Date.  After the expiration of2 10 days from the Effective Date of this Agreement, the put option periodshall expire and the Employee shall have no other rights under any circumstanceto put the warrant back to the Company. If a closing occurs for the Put Funds prior to 180 days after theEffective Date, the Company shall obtain a letter of credit within 10 daysafter the closing of the Put Funds in favor of Schnell as security for the paymentof the put option and shall maintain such letter of credit until 210 days afterthe Effective Date; or

          (b)       If a closing for the Put Funds does notoccur within 180 days of the Effective Date, and if a closing for the Put Fundsoccurs after 180 days from the Effective Date, the warrants can be put back tothe Company for a period of 30 days, starting at the date of the closing of thePut Funds.  After the expiration of 30days after the closing for the Put Funds that occurs after 180 days after theEffective Date, the put option period shall expire and the Employee shall haveno other rights to put the warrant back to the Company.

          6.       OtherBenefits.

          (a)      Participation in Retirement and MedicalPlans.  The Employee shallbe entitled to participate in any plan of Kensington relating to compensation,profit sharing, or other retirement benefits and medical coverage orreimbursement plans as Kensington may adopt for the benefit of its employees.

          (b)      Employee Benefits; Expenses.  The Employee shall be eligible toparticipate in any fringe benefits which may be or may become applicable toKensington's senior management employees, including by example, participationin any stock option or incentive plans adopted by the Board of Directors, andany other benefits adopted by the Board of Directors.  Kensington shall reimburse Employee for all reasonableout-of-pocket expenses which Employee shall incur in connection with hisservice for Kensington which are documented with Kensington's policies as setforth from time to time.

          (c)      Insurance.  Employee agrees to cooperate with theCompany in obtaining insurance on the life of Employee by submitting tophysical examinations and other required procedures.  In addition to any key man insurance the Company may obtain, theCompany shall obtain and keep current a life insurance policy in the amount ofnot less than $l,000,000 with the beneficiary to be named by the Employee.

          7.       Term.  The term of employment of Employee underthis Agreement shall be for the period commencing on the Effective Date andending February 18, 2002.  Additionally,the term of employment under this Agreement may be extended for one or moreadditional one year periods beyond the then effective expiration date upon adetermination and resolution of the Board of Directors, in its sole discretion,that the performance of the Employee has met the requirements and standards ofthe Board in the current term, and the acceptance by Employee of such extendedterm.

          8.       Loyalty; Noncompetition.  The Employee shall devote his full time andattention to the performance of his employment under this Agreement.  The Employee agrees that during the term ofthis Agreement and for a period of two (2) years following termination ofemployment for any reason, he will not directly or indirectly, alone or as apartner, officer, director, shareholder (except as a 5% or less passiveinvestor) or employee of any other firm or entity, engage in any commercialactivity in competition with any part of the Company's business as it wasconducted during the term of the Agreement or as of the date of suchtermination of employment or with any part of the Company's demonstrativelyanticipated business with respect to which the Employee has confidentialinformation.  The Employee agrees thatduring the time that he is employed by the Company, and for a period of two (2)years following the date of his termination of employment, he will not, excepton behalf of the Company, or on behalf of any person not in competition withthe Company:

          (a)      Solicit business from or otherwise seekto perform other services, or cause or encourage any other person or entity tosolicit business from or perform service for, any persons or entities who wereor are customers of the Company during Employee's employment with the Company,except with the written consent of the Company, reasonably exercised; and

          (b)      Disclose or cause to be disclosed theidentities or list of any such customers to any other person or identity.

          Notwithstandingthe provisions of Sections 8, 8(a) and 8(b), if the Employee is terminatedwithout Just Cause, as defined in Section 12, the Employee agrees that for aperiod of one (1) year following such termination without Just Cause, he willnot directly or indirectly, alone or as a partner, officer, director,shareholder (except as a 5% or less passive investor) or employee of any otherfirm or entity, engage in any commercial activity in competition with any partof the Company's business as it was conducted during the term of the Agreement,or as of the date of such termination of employment without Just Cause or withany part of the Company's demonstratively anticipated business with respect towhich the Employee has confidential information, but the Employee may solicitbusiness from or otherwise seek to perform other services, provided that suchbusiness or other services are not in competition with the Company, for personsor entities who were or are customers of the Company.

          9.       Survival of Noncompetition,Confidentiality, and Assignment Agreement.  The Employee and Company hereby agree thatthe Noncompetition, Confidentiality, and Assignment Agreement dated 1999, (the"Noncompete Agreement") between the Employee and Mail Call continuesin force.  In the event of any conflictor inconsistency between this Agreement and the Noncompete Agreement, thisAgreement shall govern.

          10.     Standards.  The Employee shall perform his duties underthis Agreement in accordance with such reasonable standards expected ofemployees with comparable positions in comparable organizations and as may beestablished from time to time by the Board of Directors.

          11.     Vacation and Sick Leave.

          (a)      The Employee shall be entitled to annualpaid vacation leave in accordance with the policies as are periodically establishedby the Board of Directors for senior management of Kensington, but in no eventless than one calendar week per calendar year.

          (b)      The Employee shall not be entitled toreceive any additional compensation from Kensington on account of his failureto take vacation leave and Employee shall not be entitled to accumulate unusedvacation from one fiscal year to the next, except in either case to the extentauthorized by the Board of Directors for senior management employees ofKensington.

          (c)      Inaddition to the aforesaid paid vacation, the Employee shall be entitled withoutloss of pay, to absent himself voluntarily from the performance of hisemployment with Kensington for such additional periods of time and for suchvalid and legitimate reasons as the Board of Directors in its discretion maydetermine.  Further, the Board ofDirectors shall be entitled to grant to the Employee a leave or leaves ofabsence with or without pay at such time or times and upon such terms andconditions as the Board of Directors in its discretion may determine.

          (d)      The Employee shall be entitled to anannual sick leave benefit as established by the Board of Directors for seniormanagement employees of Kensington.  Inthe event that any sick leave benefit shall not have been used during any year,such leave shall accrue to subsequent years only to the extent authorized bythe Board of Directors for employees of Kensington.

          (e)      The Employee is encouraged to participatein related industry organizations and activities provided that the assumptionof any significant responsibilities for such outside activities ororganizational participation shall be approved in advance by the Board ofDirectors.

          12.     Termination and Termination Pay.  This Agreement shall be terminated prior tothe expiration of the term provided in Section 7 under the followingcircumstances:

          (a)      The death of the Employee during the termof this Agreement, in which event the Employee's estate shall be entitled toreceive the compensation due the Employee through the last day of the calendarmonth in which Employee's death shall have occurred, plus all accrued butunused vacation for such calendar year, and pro rata payment of all bonuses orincentive payments earned or to be awarded for such calendar year.

          (b)      The Board of Directors may terminate theEmployee's employment at any time, but if the termination is not for JustCause, as defined below, Employee shall receive the base salary then in effectunder Section 3 for the remainder of the term of the Agreement.  The Employee shall have no right to receivecompensation or otherbenefits for any period after terminationfor Just Cause.  Termination for"Just Cause" shall include termination because of the Employee'spersonal dishonesty, incompetence, willful misconduct, breach of fiduciary dutyinvolving personal profit, intentional     failureto perform stated duties, willful violation of any law, rule or regulation(other than traffic violations or similar offenses) or final cease-and-desistorder, material breach of any provision of the Agreement or the breach of theNoncompete Agreement.

          (c)      Employee may terminate this Agreementwith the delivery of no less than 120 days' written notice to the Board ofDirectors, in which case the Employee shall be entitled to receive only thecompensation, vested rights, and all employee benefits up to the date of suchtermination except as specifically provided below.

          (i)       If the Employee terminates this Agreementwithin one (1) year of the Effective Date, the Employee shall reimburse theCompany for any and all funds he has received under the warrant put option inparagraph 5 above, up to an amount of $440,000, and any bonus he may havereceived from Mail Call, up to an amount of $200,000, for a total reimbursementof up to $640,000.  Such reimbursementshall be paid within 10 days after the Employee delivers such written notice tothe Board of Directors to terminate this Agreement.

          13.     Employee's Residence.  As a material inducement of the Employee toenter into this Agreement, the Company agrees that the Employee will not berequired to relocate his permanent place of residence during the term of thisAgreement.

14.     Successors and Assigns.

          (a)      The Company and the Employee specificallyagree that this Agreement shall inure to the benefit of and be binding upon anycorporation or other successor of Kensington which shall acquire, directly orindirectly, by merger, consolidation, purchase or otherwise, all orsubstantially all of the assets or stock of Kensington.

          (b)      Since Kensington is contracting for theunique and personal skills of the Employee, the Employee shall be precludedfrom assigning or delegating his rights or duties hereunder without firstobtaining the written consent of Kensington.

          15.     Amendments.  No amendments or additions to this Agreementshall be binding upon the parties hereto unless made in writing and signed byboth parties, except as herein otherwise specifically provided.

          16.     Applicable Law.  This Agreement shall be governed by allrespects whether as to validity, construction, capacity, performance orotherwise, by the laws of the State of Florida, except to the extent thatFederal law shall be deemed to apply.

          17.     Severability.  The provisions of this Agreement shall bedeemed severable and the invalidity or unenforceability of any provision shallnot affect the validity or enforceability of the other provisions hereof.

          18.     Arbitration.  Any controversy or claim arising out of orrelating to this Agreement, or the breach thereof, shall be settled byarbitration in accordance with the rules then in effect of the district officeof the American Arbitration Association ("AAA") nearest to the homeoffice of Kensington, and judgment upon the award rendered may be entered inany court having jurisdiction thereof, except to the extent that the partiesmay otherwise reach a mutual settlement of such issue.  Kensington shall incur the cost of all feesand expenses associated with filing a request for arbitration with the AAA,whether such filing is made on behalf of Kensington or the Employee, and thecosts and administrative fees associated with employing the arbitrator andrelated administrative expenses assessed by the AAA.  If the parties cannot mutually agree on an arbitrator, each partyshall select an arbitrator and those two arbitrators shall select a thirdarbitrator and the third arbitrator shall conduct the arbitration.  Otherwise, each party shall pay its owncosts and expenses, including reasonable attorneys' fees, arising from suchdispute, proceedings or actions, notwithstanding the ultimate outcome thereof,upon delivery of a final judgment or settlement of the dispute.

 

          19.     Entire Agreement.  This Agreement, together with anyunderstanding or modifications thereof as agreed to in writing by the parties,shall constitute the entire agreement between the parties hereto, and shallsupersede all prior understandings in writing or otherwise between the parties.

|           | KENSINGTON INTERNATIONAL HOLDING   |
|----------------|------------------------------------|
|           | CORPORATION                        |
| ATTEST:        |                               |
|                |                                    |
| Secretary      | By:   Mark Haggerty           |
|           |     Its:  President |
|           |                               |
| WITNESS:       |                               |
|                |                               |
| Ronald Schnell |                               |
|           |                               |