Exhibit 10.2
                                                                    ------------

                              EMPLOYMENT AGREEMENT


This EMPLOYMENT  AGREEMENT (the "Agreement") is effective as of January 25, 2002
by and between  Telecommunication  Products Inc., a Colorado  corporation or its
successors or assigns (the  "Company"),  and Dennis H.  Johnston,  an individual
(the "Executive"), and is made with reference to the following facts:

A.   Company is engaged in the telecommunications business;

B.   Company  desires to retain the  services of  Executive,  and  Executive  is
     willing to provide such services to the Company;

C.   Company and  Executive  desire to enter into this  Agreement to provide for
     Executive's  employment  by the Company upon the terms and  conditions  set
     forth in this Agreement.

NOW,  THEREFORE,  in consideration of the foregoing facts and mutual  agreements
set forth below, the parties, intending to be legally bound, agree as follows:

1.  Employment.  The Company  hereby agrees to employ  Executive,  and Executive
hereby  accepts such  employment  and agrees to perform  Executive's  duties and
responsibilities  in accordance  with the terms and conditions  hereinafter  set
forth.

1.1 Employment  Term. The term of  Executive's  employment  under this Agreement
shall commence as of the date hereof (the  "Effective  Date") and shall continue
for three (3) years,  unless terminated in accordance with Section 5 hereof. The
period  commencing  as of  the  Effective  Date,  and  ending  three  (3)  years
thereafter or such later date to which the term of Executive's  employment under
the  Agreement  shall  have  been  extended  by  written  mutual   agreement  is
hereinafter referred to as the "Employment Term."

1.2 Duties and  Responsibilities.  During the Employment  Term,  Executive shall
serve as a member of the Board of  Directors,  as  Secretary  and as the General
Counsel of the Company  and  perform all duties and accept all  responsibilities
incident  to such  position  or other  appropriate  duties as may be  reasonably
assigned to Executive by the  Company's  Board of Directors  (the  "Board") from
time to time consistent with Executive's status as a senior executive.

1.3 Base Salary.  For all the services  rendered by Executive  hereunder for the
Company,  the Company shall pay  Executive a base salary (the "Base  Salary") at
the minimum  annual rate of $125,000 per annum  (payable in accordance  with the
Company's then applicable  payroll  policies) as  compensation  for all services
rendered by Executive hereunder.  The Base Salary shall be subject to all state,
federal,  and local payroll tax withholding and any other withholdings  required
by law.  Following  each  year  after the  Effective  Date,  Executive  shall be
reviewed by the Company's Board to determine  whether a raise in the Base Salary
and other additional  compensation and benefits is appropriate,  in the sole and
absolute  discretion  of the  Board;  provided,  however,  that at no time shall
Executive's Base Salary be less than $125,000 per annum.

1.4 Benefit Coverages.  During the Employment Term,  Executive shall be entitled
to  participate in all employee  pension and welfare  benefit plans and programs
made  available to the  Company's  senior level  executives as a group or to its
employees  generally,  as such plans or  programs  may be in effect from time to
time (the "Benefit Coverages"),  including, without limitation,  pension, profit
sharing,  savings  and other  retirement  plans or  programs,  medical,  dental,
hospitalization,  short-term and long-term  disability and life insurance plans,
accidental death and dismemberment protection and travel accident insurance.

1.5  Performance  Bonuses.  Within ninety (90) days after the end of each fiscal
year of the Company,  which is currently March 31st, during the Employment Term,
the Executive will be eligible to receive a bonus (the  "Performance  Bonus") in
an amount as  determined at the  discretion of the Board of the Company.  To the
extent  that,  for any given year of the  Employment  Term,  Executive  has been
employed for less than the full year, the Performance  Bonus shall be reduced on
a pro rata basis for the amount of time actually  worked  during such year.  All
bonus payments shall be subject to customary withholdings required by law.

1.6 Expenses.  During the Employment Term, Executive shall be reimbursed for all
reasonable  business  expenses  incurred  and  paid by  Executive  in  providing
services  on behalf of the  Company  and shall  receive a car  allowance  in the
amount of $1,200.00 per month.  Any actual or  anticipated  expenses over Twelve
Hundred  Dollars  (US)  ($1,200(US))  must  be  approved  in such  manner  as is
acceptable  to the Board prior to  incurring  such  expense.  An expense  report
detailing such expenses with such  supporting  documentation  as the Company may
reasonably require (the "Expense Report") must be submitted to the Company prior
to the Company's reimbursement of such expense.


<PAGE>


1.7  Vacations and Holidays.  Each year,  the Executive  shall be entitled to an
aggregate of four (4) weeks' paid vacation plus holidays in accordance  with the
Company's policies, as amended from time to time, for senior executive officers.

2.   Confidential Information.

2.1  Executive  recognizes  and  acknowledges  that  by  reason  of  Executive's
employment  by and service to the  Company  before,  during and, if  applicable,
after the Employment  Term,  Executive will have access to certain  confidential
and proprietary  information relating to the Company's business,  as well as the
businesses,  which may  include,  but is not limited to,  trade  secrets,  trade
"know-how," product development techniques and plans,  formulas,  customer lists
and addresses,  cost and pricing  information,  marketing and sales  techniques,
strategy and programs,  computer programs and software and financial information
(collectively referred to as "Confidential Information"). Executive acknowledges
that  such  Confidential  Information  is a  valuable  and  unique  asset of the
Company,  and Executive covenants that he will not, unless expressly  authorized
in writing by the Company,  as the case may be, at any time during the course of
Executive's  employment use any Confidential  Information or divulge or disclose
any  Confidential  Information  to any  person,  firm or  corporation  except in
connection with the  performance of Executive's  duties for the Company and in a
manner   consistent   with  the  Company's   policies   regarding   Confidential
Information.  Executive also covenants that at any time after the termination of
such  employment,  directly  or  indirectly,  he will  not use any  Confidential
Information or divulge or disclose any  Confidential  Information to any person,
firm or corporation,  unless such information is in the public domain through no
fault of  Executive  or except when  required to do so by a court of law, by any
governmental  agency  having  supervisory  authority  over the  business  of the
Company or by any  administrative  or  legislative  body  (including a committee
thereof) with apparent  jurisdiction to order Executive to divulge,  disclose or
make  accessible  such  information.   All  written   Confidential   Information
(including,  without  limitation,  in any computer or other  electronic  format)
which  comes  into  Executive's  possession  during  the  course of  Executive's
employment  shall remain the property of the Company as the case may be.  Except
as required in the performance of Executive's duties for the Company,  or unless
expressly  authorized in writing by the Company,  Executive shall not remove any
written Confidential Information from the Company's premises, or the premises of
the other,  as the case may be, except in  connection  with the  performance  of
Executive's  duties  for  the  Company,  as the  case  may be,  and in a  manner
consistent with the Company's policies regarding Confidential Information.  Upon
termination  of  Executive's   employment,   the  Executive   agrees  to  return
immediately  to the  Company,  as the  case  may be,  all  written  Confidential
Information (including,  without limitation, in any computer or other electronic
format) in Executive's possession.

3.   Non-Competition; Non-Solicitation.

3.1 During  Executive's  employment by the Company,  Executive will not,  except
with the prior  written  consent  of the Board,  directly  or  indirectly,  own,
manage,  operate,  join,  control,  finance  or  participate  in the  ownership,
management,  operation,  control or financing of, or be connected as an officer,
director,  Executive,  partner, principal, agent, representative,  consultant or
otherwise with other than existing  relationships and contractual  relationships
or use or permit Executive's name to be used in connection with, any business or
enterprise  (a  "Competitor")  which  competes  with the  Company or  generates,
directly or indirectly,  for itself or others  revenues from the type of product
and  services  provided  by the  Company or its  affiliates  during  Executive's
employment by the Company.

3.2 The foregoing  restrictions shall not be construed to prohibit the ownership
by Executive of less than five  percent (5%) of any class of  securities  of any
corporation  which  is a  Competitor  having a class  of  securities  registered


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pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"),  provided that such  ownership  represents a passive  investment and that
neither  Executive  nor any group of  persons  including  Executive  in any way,
either  directly  or  indirectly,  manages  or  exercises  control  of any  such
corporation,  guarantees any of its financial  obligations,  otherwise takes any
part in its business, other than exercising Executive's rights as a shareholder,
or seeks to do any of the foregoing.

3.3 Executive further covenants and agrees that during Executive's employment by
the Company and for the period of twenty-four (24) months thereafter,  Executive
will not, directly or indirectly,  (i) solicit, divert, take away, or attempt to
solicit,  divert or take away, any of the Company's  customers or (ii) encourage
any customer to reduce its patronage of the Company.

3.4 Without  limiting the  generality of the  foregoing,  Executive  agrees that
during  Executive's  employment by the Company and for the period of twenty-four
(24)  months  thereafter,  he will not,  directly  or  indirectly,  solicit  any
customer to retain from any other person,  firm or entity any services of a type
generally  similar to or  competitive  with the product  and/or  services of the
Company during the period of Executive's employment by the Company.

3.5 Executive further covenants and agrees that during Executive's employment by
the Company and for the period of twenty-four (24) months thereafter,  Executive
will not, directly or indirectly, solicit or hire, or encourage the solicitation
or hiring of any person who was an  Executive  of the Company at any time during
the term of Executive's employment by the Company by any employer other than the
Company for any position as an Executive, independent contractor,  consultant or
otherwise. The foregoing covenant of Executive shall not apply to (i) any person
whom  Executive  employed  prior to the  formation of the  Company,  or (ii) any
person after a period of twelve (12) months has elapsed  subsequent  to the date
on which such person's employment by the Company has terminated.

4.   Equitable Relief.

4.1.  Executive  acknowledges  and agrees  that the  restrictions  contained  in
Sections 2 and 3 are  reasonable  and  necessary  to protect  and  preserve  the
legitimate interests,  properties,  goodwill and business of the Company and its
affiliates,  that the Company would not have entered into this  Agreement in the
absence of such restrictions and that irreparable injury will be suffered by the
Company  should  Executive  breach  any of the  provisions  of  those  sections.
Executive  represents  and  acknowledges  that  (i) he has been  advised  by the
Company to consult  Executive's  own legal counsel in respect to this  Agreement
and (ii) that he has had full opportunity, prior to execution of this Agreement,
to review this Agreement thoroughly with Executive's counsel.

4.2.  Executive  further  acknowledges  and  agrees  that a breach of any of the
restrictions  in Sections 2 and 3 cannot be adequately  compensated  by monetary
damages.  Executive agrees that the Company shall be entitled to preliminary and
permanent injunctive relief, without the necessity of proving actual damages, as
well as an equitable  accounting  of all  earnings,  profits and other  benefits
arising  from any  violation  of Sections 2 or 3 hereof,  which  rights shall be
cumulative  and in addition to any other rights or remedies to which the Company
may be  entitled.  In the event that any of the  provisions  of Sections 2 and 3
hereof should ever be  adjudicated  to exceed the time,  geographic,  service or
other  limitations  permitted by applicable law in any  jurisdiction,  it is the
intention of the parties that the  provisions  shall be amended to the extent of
the  maximum  time,  geographic,  service  or  other  limitations  permitted  by
applicable law, that such amendment shall apply only within the  jurisdiction of
the court that made such  adjudication and that the provision be enforced to the
maximum extent permitted by law.


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<PAGE>



4.3 Executive  irrevocably and  unconditionally (i) agrees that any suit, action
or other legal  proceeding  arising  out of  Sections 2 or 3 hereof,  including,
without  limitation,  any action  commenced by the Company for  preliminary  and
permanent  injunctive relief and other equitable  relief,  may be brought in the
United States District Court for the Central District of California,  or if such
court does not have jurisdiction or will not accept  jurisdiction,  in any court
of general jurisdiction in Los Angeles County, California;  (ii) consents to the
non-exclusive  jurisdiction  of any  such  court  in any such  suit,  action  or
proceeding;  and (iii)  waives any  objection  which  Executive  may have to the
laying  of venue of any such  suit,  action  or  proceeding  in any such  court.
Executive also  irrevocably and  unconditionally  consents to the service of any
process, pleadings,  notices or other papers in a manner permitted by the notice
provisions of Section 7 hereof.

4.4  Executive  agrees  that  for a  period  of five  (5)  years  following  the
termination  of Executive's  employment by the Company,  Executive will provide,
and that at all times after the date hereof the Company may similarly provide, a
copy of  Sections  2 and 3  hereof  to any  business  or  enterprise  (i)  which
Executive  may directly or  indirectly  own,  manage,  operate,  finance,  join,
control or  participate in the ownership,  management,  operation,  financing or
control  of,  or (ii) with  which  Executive  may be  connected  as an  officer,
director,  employee, partner, principal,  agent,  representative,  consultant or
otherwise,  or in connection with which Executive may use or permit  Executive's
name to be used;  provided,  however,  that  this  provision  shall not apply in
respect  of  Section 3 hereof  after  expiration  of the time  period  set forth
therein.

5.  Termination.  The Employment Term shall terminate upon the occurrence of any
one of the following events:

5.1  Disability.  The Company may terminate the Employment  Term if Executive is
unable   substantially  to  perform  Executive's  duties  and   responsibilities
hereunder to the full extent required by the Board by reason of illness,  injury
or incapacity (a "Disability") for six (6) consecutive  months, or for more than
six (6)  months in the  aggregate  during  any  period of twelve  (12)  calendar
months; provided,  however, that the Company shall continue to pay Executive the
Base Salary then in effect for the balance of the then remaining Employment Term
determined  without  reference to such  termination  (the "Remaining  Employment
Term"),  but the amount the Company shall be required to pay Executive  shall be
reduced by the amount of any disability  payments received by Executive pursuant
to the  Benefit  Coverages.  In  addition,  Executive  shall be  entitled to the
following:  (i) a pro rata bonus, if any, for the year of termination;  (ii) any
other amounts  earned,  accrued or owing but not yet paid under Section 1 above;
(iii) the  continued  right to exercise any vested stock  option,  if any, for a
period  of one (1) year  following  the date of  Executive's  termination;  (iv)
continued  participation  for the  Remaining  Employment  Term in those  Benefit
Coverages in which Executive was participating on the date of termination which,
by their  terms,  permit a former  employee  to  participate;  and (v) any other
benefits in accordance  with  applicable  plans and programs of the Company.  In
such  event,  the  Company  shall have no further  liability  or  obligation  to
Executive for compensation under this Agreement except as otherwise specifically
provided in this Agreement.  Executive  agrees,  in the event of a dispute under
this Section 5.1, to submit to a physical  examination  by a licensed  physician
selected by the Board, provided that Executive's own physician may be present at
Executive's request and sole expense.

5.2 Death.  The  Employment  Term shall  terminate  in the event of  Executive's
death.  In such event,  the Company shall pay to  Executive's  executors,  legal
representatives  or  administrators,  as  applicable,  an  amount  equal  to the
installment of  Executive's  Base Salary set forth in Section 1.3 hereof for the
month in which  Executive dies and a pro rata share of any annual bonus to which
Executive  would  otherwise be entitled for the year in which such death occurs.
In  addition,  Executive's  estate  shall be entitled  to (i) any other  amounts
earned,  accrued  or owing  but not yet paid  under  Section  1 above;  (ii) the
continued right to exercise any vested stock option for a period of one (1) year
following the date of death;  and (iii) any other  benefits in  accordance  with


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<PAGE>


applicable plans and programs of the Company.  The Company shall have no further
liability or obligation  under this  Agreement to Executive's  executors,  legal
representatives,  administrators,  heirs or assigns or any other person claiming
under or through  Executive  except as otherwise  specifically  provided in this
Agreement.

5.3 Cause.  The Company may terminate  the  Employment  Term,  at any time,  for
"cause" upon thirty (30) days' written notice, in which event all payments under
this  Agreement  shall  cease,  except  for Base  Salary to the  extent  already
accrued.  For  purposes  of  this  Agreement,   Executive's  employment  may  be
terminated  for "cause" (i) if  Executive  is  convicted  of a felony;  (ii) any
material neglect or breach of duty by Executive,  or any failure by Executive to
perform such duties as may be delegated  to Executive  from time to time;  (iii)
any willful  breach of duty by Executive in the course of his  employment;  (iv)
any material breach of any provision of this Agreement; or (v) Executive commits
theft,  larceny,  embezzlement,  or fraud,  any acts of dishonesty,  illegality,
moral turpitude or gross mismanagement as determined in good faith by the Board,
whose determination shall be final and binding; provided,  however, with respect
to items (ii) and (iii),  thirty (30) days' written  notice must be given by the
Company to Executive the first offense,  which Executive shall have the right to
cure to the Board's  satisfaction.  No such advance  notice shall be required to
terminate for "cause" with respect to the next offense.

5.4 Termination  Without Cause.  The Company may remove  Executive,  at any time
prior to the end of the  Employment  Term,  without  cause from the  position in
which  Executive is employed  hereunder (in which case the Employment Term shall
be deemed to have  ended)  upon not less than  sixty (60)  days'  prior  written
notice to Executive;  provided,  however,  that in the event that such notice is
given,  Executive shall be under no obligation to render any additional services
to the Company  and,  subject to the  provisions  of Section 3 hereof,  shall be
allowed to seek other  employment.  Upon any such  removal,  Executive  shall be
entitled  to receive as  liquidated  damages  for the  failure of the Company to
continue  to  employ  Executive,  only the  amount  due to  Executive  under the
Company's  then-current  severance pay plan for employees.  No other payments or
benefits shall be due under this  Agreement to Executive,  except that Executive
shall be  entitled  to receive  payments  or  benefits  under the  then-existing
Benefit  Coverages in which  Executive is  participating  in accordance with the
respective  terms of such Benefit  Coverages.  Notwithstanding  any provision in
this Agreement or the TCPD Stock Option Agreement to the contrary,  if Executive
is terminated  by the Company  without cause after the first twelve (12) months,
an amount equal to the lesser of one-half  (1/2) of the remaining  options to be
vested under the then-remaining Employment Term or twelve (12) additional months
of vesting shall be vested and  exercisable  in  accordance  with the TCPD Stock
Option Agreements.

Notwithstanding  the foregoing,  upon such removal,  without cause under Section
5.4.,  in the event that  Executive  executes  a written  release of any and all
claims  against the Company and all related  parties with respect to all matters
arising out of  Executive's  employment by the Company  (other than  Executive's
entitlement under any stock options,  employee benefit plan or program sponsored
by the Company in which  Executive  participated  and under which  Executive has
accrued a benefit), and the termination thereof,  Executive shall be entitled to
receive,  in lieu of the payment  described in  subsection  5.4.  hereof,  which
Executive  agrees to waive,  (i) in equal  monthly  installments,  as liquidated
damages  for the failure of the  Company to  continue  to employ  Executive,  an
amount equal to the amount of Executive's  Base Salary and annual bonus, if any,
for the lesser of the Remaining Employment Term or twelve (12) months,  provided
that  Executive  remains in compliance  with the  provisions of Sections 2 and 3
hereof; (ii) continuation of those Benefit Coverages as in effect at the time of
such  termination  or removal,  or to receive  cash in lieu of such  benefits or
premiums,  as applicable,  where such Benefit Coverages may not be continued (or


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where  such  continuation  would  adversely  affect  the tax  status of the plan
pursuant to which the Benefit  Coverage is  provided)  under  applicable  law or
regulation,  for the  lesser of the  Remaining  Employment  Term or twelve  (12)
months; (iii) any other amounts earned,  accrued or owing but not yet paid under
Section 1 above; and (iv) any other benefits in accordance with applicable plans
and programs of the Company.

6. Survivorship.  The respective rights and obligations of the parties hereunder
shall  survive  any  termination  of the  Executive's  employment  to the extent
necessary to the intended preservation of such rights and obligations.

7. Notices. All notices,  requests,  demands and other communications  hereunder
shall be in writing  and shall be deemed to have been duly given when  delivered
personally,  by  facsimile  transmission,  or  when  mailed,  by  United  States
certified or registered mail,  prepaid, to the parties or their assignees at the
following  addresses or facsimile  numbers (or at such other address as shall be
given in writing by any party):

If to the Company:

TCPD
Attn:  Board of Directors
c/o Robert Russell
9171 Wilshire Boulevard, Suite B
Beverly Hills, California 90210
Telephone:  310-281-2571
Facsimile:  310-278-0457

If to Executive:

Dennis H. Johnston
9171 Wilshire Boulevard, Suite B
Beverly Hills, California 90210
Telephone:  310-281-2571
Facsimile:  310-278-0457


or to such other names or addresses as the Company or Executive, as the case may
be, shall  designate by notice to each other person  entitled to receive notices
in the manner specified in this section.

8.  Arbitration;  Expenses.  In the event of any dispute under the provisions of
this  Agreement  other than a dispute in which the sole  relief is an  equitable
remedy such as an injunction, the parties shall be required to have the dispute,
controversy  or  claim  settled  by  arbitration  in the  City  of Los  Angeles,
California in accordance with the commercial arbitration rules then in effect of
the American Arbitration Association.

9.  Governing  Law.  This  Agreement  shall  be  governed  by and  construed  in
accordance  with the laws of the State of California as if this Agreement was to
be performed entirely within the State of California by residents of such State,
and without reference to principles of conflicts of laws.

10.  Further  Assurances.  Each of the parties agrees that from time to time, at
the  request of any other party and without  further  consideration  or consent,
they will execute and deliver such additional instruments as any other party may
reasonably  request  as  are  necessary  to  effectuate  the  purposes  of  this
Agreement.

11.  Indemnification by the Company.  The Company hereby agrees and covenants to
full and  completely  indemnify  and  defend  Executive  in the  performance  of
Executive's  duties to the fullest  extent  permitted  by  applicable  laws.  In
addition,  as of the Effective  Date, the Company shall  procure,  and Executive
shall be covered by an officer and director liability insurance policy.


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12.  Attorneys'  Fees. In the event any  litigation,  arbitration,  mediation or
other proceeding ("Proceeding") is initiated by any party(ies) against any other
party(ies) to enforce,  interpret or otherwise obtain judicial or quasi-judicial
relief in connection  with this  Agreement,  the  prevailing  party(ies) in such
Proceeding shall be entitled to recover from the unsuccessful party(ies) (a) all
costs,  expenses,  actual  attorneys'  and expert  witness fees,  relating to or
arising  out of such  Proceeding  (whether  or not such  Proceeding  proceeds to
judgment),  and (b)  any  post-judgment  or  post-award  proceeding,  including,
without limitation, one to enforce any judgment or award resulting from any such
Proceeding.  Any such judgment or award shall  contain a specific  provision for
the  recovery  of  all  such  subsequently  incurred  costs,  expenses,   actual
attorneys' and expert witness fees. The  arbitrator(s)  or court shall determine
who is the prevailing party,  whether or not the dispute or controversy proceeds
to final judgment. Company and Executive expressly acknowledge that this section
is not  intended to in any way alter the  parties'  agreement  that  arbitration
shall be the exclusive method of resolving any dispute related to this Agreement
or  Executive's  employment  with the Company as set forth in Section 7. Company
and Executive agree that the reference to litigation in this section is included
so that the prevailing  party can recover its  attorneys'  fees and costs if (a)
either  party files a lawsuit in  violation  of Section 7 (e.g.,  fees and costs
incurred obtaining a court order compelling  arbitration);  or (b) a court rules
that the arbitration provision in Section 7 is unenforceable for any reason.

13. Entire Agreement.  All prior agreements,  representations and understandings
between the parties are incorporated in this Agreement and schedules and exhibit
hereto,  which together constitute the entire contract between the parties.  The
terms of this  Agreement  are intended by the parties as a final  expression  of
their agreement with respect to such terms as are included herein and may not be
contradicted  by  evidence  of any  prior  or  contemporaneous  written  or oral
representations,  agreements or understandings,  whether express or implied. The
parties  further  intend  that  this  Agreement  constitutes  the  complete  and
exclusive  statement of its terms and that no extrinsic evidence  whatsoever may
be introduced in any judicial proceeding,  if any, involving this Agreement.  No
amendment or variation of the terms of this Agreement shall be valid unless made
in writing and signed by each of the parties.

14.  Venue  and  Jurisdiction.  For  purposes  of venue and  jurisdiction,  this
Agreement  shall be deemed made and to be  performed in the City of Los Angeles,
California.

15.  Counterparts;  Facsimile.  This  Agreement  may be  executed in one or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together  shall  constitute one and the same  instrument.  This Agreement may be
executed by facsimile (with originals to follow by United States mail), and such
facsimile  shall be conclusive  evidence of the consent and  ratification of the
signatories hereto.

16.  Headings.  The headings of the various Sections of this Agreement have been
inserted only for convenience and shall not be deemed in any manner to modify or
limit any of the  provisions  of this  Agreement or be used in any manner in the
interpretation of this Agreement.

17.  Interpretation.  Whenever  the context so  requires,  all words used in the
singular  shall be  construed  to have been used in the plural (and vice versa),
each  gender  shall be  construed  to include  any other  genders,  and the word
"person" shall be construed to include a natural person, a corporation,  a firm,
a partnership, a joint venture, a trust, an estate or other entity.

18. Severability.  If any provision of this Agreement shall be declared invalid,
illegal or  unenforceable,  such  provision  shall be severed and all  remaining
provisions shall continue in full force and effect.


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<PAGE>


19. Successors-in-Interest and Assigns. This Agreement shall be binding upon and
shall  inure to the  benefit of the  successors-in-interest  and assigns of each
party  to this  Agreement,  except  that  the  duties  and  responsibilities  of
Executive  hereunder  are of a personal  nature and shall not be  assignable  or
delegable in whole or in part by Executive. Nothing in this Section shall create
any  rights  enforceable  by any other  persons  not a party to this  Agreement,
unless such rights are expressly granted in this Agreement to other specifically
identified persons.

20.  Amendment and Waiver.  This Agreement may not be amended and the observance
of any  term of this  Agreement  may not be  waived  (either  generally  or in a
particular  instance and neither  retroactively or  prospectively),  without the
written consent of the parties hereto.

21.  Beneficiaries;  References.  Executive  shall be  entitled,  to the  extent
permitted  under any  applicable  law,  to select  and change a  beneficiary  or
beneficiaries to receive any compensation or benefit payable hereunder following
Executive's death by giving the Company written notice thereof.  In the event of
Executive's  death or a  judicial  determination  of  Executive's  incompetence,
reference in this Agreement to Executive shall be deemed, where appropriate,  to
refer to Executive's beneficiary, estate or other legal representative.

IN  WITNESS  WHEREOF,  the  undersigned,  intending  to be legally  bound,  have
executed this Agreement as of the date first above written.

Telecommunication Products, Inc.
a Colorado corporation


By: /s/ Robert C. Russell
    ---------------------------------------
     Robert C. Russell
     Director and Chief Executive Officer


Executive


By: /s/ Dennis H. Johnston
    ---------------------------------------
    Dennis H. Johnston
    Director, General Counsel and Secretary



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