Exhibit 10.62

                         EXECUTIVE EMPLOYMENT AGREEMENT

         THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") dated April 30, 2004,
by and between PHONE1GLOBALWIDE, INC., a Delaware corporation with an address at
100 North Biscayne Blvd., Suite 2500, Miami, Florida 33132 (the "Company"),  and
Louis  Giordano with an address at 739 Crandon  Blvd,  Unit PH2, Key Biscayne FL
33149 (the "Executive"). The Company and the Executive are sometime individually
referred to as a "Party" and collectively as the "Parties".

                                   WITNESSETH:

         WHEREAS,  the  Company  is in  the  business  of  providing  pay  phone
telecommunications   services  to  domestic  and   international   markets  (the
"Business")  and the Company  desires to induce the  Executive to enter into the
employment  of the  Company  for  the  period  provided  in  this  Agreement  in
accordance with the terms and conditions set forth below; and

         WHEREAS,  the Company and the  Executive  intend for the  Executive  to
utilize  his  professional  experience  to assist the Company to  implement  its
financial and commercial business plan; and

         WHEREAS, the Executive wishes to be engaged and employed by the Company
and the Company wishes to engage and employ the Executive, on the terms provided
herein.

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby  acknowledged  and accepted,  the parties hereto
agree as follows:

1. Recitals.  The above recitals are true,  correct and  incorporated  herein by
reference.

2. Employment.

         a.  Engagement  of the  Executive.  The  Company  agrees to employ  the
Executive and the Executive accepts employment as Executive Director,  Corporate
Development of the Company.

         b.  Employment  Period.  The Company shall employ the Executive and the
Executive  shall  be  employed  by the  Company,  on the  terms  and  conditions
hereinafter  set  forth,  for a period  commencing  as of April  30,  2004  (the
"Effective  Date") and ending on the first  anniversary  of the Effective  Date.
Subject  to the  provisions  of  Section  4 of this  Agreement,  the  period  of
employment  shall be  automatically  extended for  successive  one-year terms of
employment,  unless  either the Company or the  Executive  notifies the other in
writing at least forty five (45) days prior to the end of the then  current term
that it or he does not  intend  to renew  such  employment,  in which  case such
employment  will  expire at the end of the then  current  term.  All  references
herein to the  "Employment  Period" shall refer to both the initial term and any
such successive renewal term.


<PAGE>

         c. Duties and Powers.  During the Employment Period, the Executive will
serve in the  capacity  described  above and will  have  such  responsibilities,
duties and  authorities  and will  render  such  services  of an  executive  and
administrative  character  reasonably  consistent  with  his  title  as shall be
reasonably directed by the Board of Directors of the Company (the "Board"),  all
in accordance  with the terms and conditions of this Agreement and the strategic
plans and operating and capital budgets of the Company as developed and approved
by the Board. The Executive shall devote the Executive's best efforts,  energies
and abilities and the Executive's full business time, skill and attention to the
business and affairs of the Company and such of its  affiliates as are specified
by the  Board.  The  Executive  shall  perform  the  duties  and  carry  out the
responsibilities  assigned  to the  Executive  to the  best  of the  Executive's
ability, in a diligent,  trustworthy,  businesslike and efficient manner for the
purpose of advancing  the business of the Company and its  affiliates  and shall
adhere to any and all of the  employment  policies of the  Company.  The Company
acknowledges  that the  Executive  currently  serves as a member of the Board of
Directors  of  companies  other than that of the  Company,  provided  that those
companies do not Compete in the Business with the Company.  The Executive agrees
that during any given  month,  such  activities  will not consume  more than two
business  days  Nothing  in this  Section  2 shall be  deemed  to  prohibit  the
Executive from making  Permitted  Investments (as defined in Section 6.b. below)
or  attending  to  such  charitable   and/or  civic  activities  as  are  deemed
appropriate by the Executive;  provided that such  activities  shall not detract
from the Executive's duties and obligations under this Agreement.  The Executive
shall  report  to the  Board  and  will  work  with any and all  Company  senior
executives on an "as needed basis," as deemed appropriate by the Executive, with
respect to  activities  of a strategic  nature,  such as  corporate  development
projects, capital raising, and certain business development initiatives

3.  Compensation and Benefits.  As consideration for the services to be provided
by the  Executive,  the Company  shall pay to the  Executive,  and the Executive
agrees to accept for all such services, compensation as follows:

         a. Base Salary.  Commencing on the date hereof and  continuing  through
the balance of the Employment  Term, the Company shall pay to the Executive base
compensation  (the  "Salary")  at the rate of two  hundred  and  forty  thousand
dollars  ($240,000) per year.  The Salary,  and all other  compensation  payable
hereunder,  shall  be paid in  accordance  with  the  Company's  normal  payroll
policies, and shall be subject to all applicable withholding taxes and any other
amounts  required  by law to be  withheld.  The  Executive  shall be entitled to
yearly  increases in Salary,  from  time-to-time,  as  determined  by the Board,
equivalent in percentage to the  percentage  increase in salary  provided to the
Company's Chief Executive Officer and/or Chief Operating  Officer,  whichever is
greater.  The  Executive  shall also be  entitled to receive  such other  salary
increases as may be determined by the Board.



                                       2
<PAGE>

         b. Grant of Options.  The Company shall grant to the  Executive,  as of
April 30, 2004 (the "Options Date"),  non-qualified stock options ("Options") to
purchase  up to  1,200,000  shares of  Company  common  stock,  par value  $.001
("Common  Stock") at an exercise  price per share equal to the closing  price of
the shares of common  stock of the Company on the Options  Date  pursuant to the
Company  2000 Stock  Incentive  Plan  ("Plan").  The  Company has  provided  the
Executive  with a copy of the  Plan  and the  Executive  acknowledges  that  the
Executive has reviewed the Plan,  is familiar  with the terms and  conditions of
the Plan and has had the  opportunity  to ask  questions  about  the  Plan.  The
Options  shall vest on the Options Date and the exercise  period for the Options
granted  pursuant  to this  Section 3 b. shall be for a period of five (5) years
from the date of grant, which is the Option Date. If (but without any obligation
to do so) the Company  proposes to register any of its stock or other securities
under the Securities Act of 1933, as amended  (except with respect to the filing
of a registration  statement on Form S-4 or similar form) in connection with the
public offering of such  securities  solely for cash, the Company shall, at such
time,  promptly give to the Executive written notice of such registration.  Upon
the written request of the Executive given within thirty (30) days after mailing
of such notice by the Company in accordance with Section 16 hereof,  the Company
shall, subject to the underwriting  requirements,  use its best efforts to cause
to be registered under the Securities Act of 1933, as amended all of the Options
that the  Executive has  requested to be  registered.  The Company shall have no
obligation to make any offering of its securities, or to complete an offering of
its securities that it proposes to make.

         c. Bonus.  The Executive  may receive a bonus,  if so determined by the
Board in its sole  discretion.  The payment of a bonus in any instance shall not
constitute an entitlement to a bonus on any other occasion.

         d. Equity  Participation  Programs.  The Executive shall be eligible to
participate  in such  option  and/or  equity  participation  programs  as may be
implemented for employees of the Company.  Such eligibility shall not constitute
an entitlement to a particular award under any such program,  nor shall an award
on one occasion  constitute an  entitlement  to an award on any other  occasion.
Notwithstanding  the  foregoing,  the  Executive  shall be  entitled  to receive
options  in an amount at least  equal to the  number of  options  granted to the
Company's  Chief  Executive  Officer or Chief  Operating  Officer,  whichever is
greater.

         e. Benefit  Programs.  The Executive  will be  immediately  eligible to
participate on substantially  the same basis as provided to all of the Company's
most  highly  paid  executive  officers,  as  a  group,  in  any  life,  health,
hospitalization,  or disability  insurance  policy or program  maintained by the
Company,  and any 401(k),  profit sharing,  retirement,  or other fringe benefit
program maintained by the Company for such officers,  in each case in accordance
with the terms of such policies, plans and programs.

         f. Vacation. During the Employment Period, the Company will provide the
Executive  four (4) weeks vacation per year (prorated for periods of less than a
full year);  provided that all vacation must be used within the calendar year in
which the vacation accrues or it is forfeited.



                                       3
<PAGE>

         g. Business  Expenses.  During the Employment  Period, the Company will
reimburse the Executive in accordance  with Company  policy for the  Executive's
normal  out-of-pocket   expenses  incurred  in  the  course  of  performing  the
Executive's  duties hereunder.  The Executive shall provide the Company with all
receipts  and  documentation  supporting  such  expenses  as may  reasonably  be
requested by the Company.

4. Termination by the Company.

         a. Right to  Terminate.  In addition to the  termination  rights of the
Company  set forth in  Section 2, the  Company  has the right to  terminate  the
Employment  Period (and,  consequently,  the Executive's  employment  under this
Agreement),  by notice to the Executive in writing at any time, (i) for "Cause",
or (ii) without Cause for any or no reason, subject to the provisions of Section
5. Any such  termination  shall be  effective  upon the date  specified  in such
notice or, if no date is  specified,  on the date such  notice is deemed  served
pursuant to Section 16 below.

         b. Cause Defined. "Cause" as used herein means the occurrence of any of
the following events:

         (i)      the willful  failure or gross  negligence  of the Executive to
                  perform  the  Executive's  duties  or comply  with  reasonable
                  directions of the Board consistent with the Executive's  title
                  and duties that  continues  unremedied  for a period of thirty
                  (30)  business  days after the Company,  by  resolution of its
                  Board, has given written notice to the Executive specifying in
                  reasonable  detail the  Executive's  failure  to perform  such
                  duties or comply with such directions;

         (ii)     the  Executive's  conviction  of (A) a  felony,  (B)  criminal
                  dishonesty or (C) any crime involving moral turpitude;

         (iii)    [the  occurrence of any event  applicable to the Executive and
                  set  forth in Item  401(d)(1)  through  (4) or Item  401(f) of
                  Regulation   S-K,  if  then   applicable  to  the  Company  of
                  Regulation  S-B,  or  other  rule  of  similar   applicability
                  promulgated by the Securities and Exchange Commission;

         (iv)     a material breach by the Executive of any of the provisions of
                  Section 6 or 7 of this Agreement; or

         (v)      a  material  breach  by the  Executive  of any of the terms or
                  conditions of this  Agreement  (other than with respect to any
                  provisions  of  Sections  6  or  7  of  this  Agreement)  that
                  continues unremedied for a period of thirty (30) business days
                  after the  Company,  by  resolution  of its  Board,  has given
                  written  notice  to the  Executive  specifying  in  reasonable
                  detail the Executive's breach of this Agreement.



                                       4
<PAGE>

         c. Death and  Disability.  Except as otherwise  provided  herein,  this
Agreement and the  obligations of the Company  hereunder will terminate upon the
death or, at the Company's option, the disability of the Executive. For purposes
of this Section 4.c.,  "disability"  shall mean that for a period of ninety (90)
consecutive  days or four (4) months in any 12-month  period the Executive fails
to substantially fulfill the duties set forth in Section 2 or hereafter assigned
to him  because of  physical,  mental or  emotional  incapacity  resulting  from
injury,  sickness or disease,  as determined by an independent  physician (whose
independence  shall not be negated by reason of the payment of a reasonable  fee
for his or her services) selected by the Company.

5. Compensation Following Termination.

         a. If the Employment  Period or this Agreement is terminated (i) by the
Company  for  Cause,  (ii)  pursuant  to the  provisions  of Section 2, then the
Company shall have no further obligations hereunder or otherwise with respect to
the  Executive's  employment  from and after the effective  date of  termination
(except payment of the Salary, bonus if any, and benefits described in Section 3
herein,  in  each  case  which  have  accrued  through  the  effective  date  of
termination  or  expiration),  and the Company shall  continue to have all other
rights  available,   and  Executive  shall  continue  to  have  all  obligations
hereunder,  including  without  limitation,  all rights under any  provisions of
Sections 6 and 7 at law or in equity.

         b. If the  Employment  Period or this  Agreement is  terminated  by the
Company due to the disability of the Executive,  as defined in Section 4.c., the
Executive shall be entitled to receive all Salary and other compensation  earned
but unpaid through the date of termination,  plus such amount(s), if any, as may
be payable to the Executive pursuant to any disability  insurance  maintained by
the Company.

         c. If the  Employment  Period or this  Agreement is  terminated  by the
Company  due to the death of the  Executive,  the  Executive's  estate  shall be
entitled to receive all Salary and other compensation  earned but unpaid through
the date of termination.

         d.  Provided  that the  Executive  continues to comply with each of the
provisions  of  Sections 6 and 7 of this  Agreement  during  all the  applicable
periods, if the Employment Period is terminated by the (i) Company without Cause
as described in Section 4.a.(ii) hereof or (ii) the Executive for "Good Reason",
as hereinafter  defined the Executive  shall be entitled to receive as severance
pay the greater of (i) the Executive's  Salary  hereunder for the period of time
which would have been remaining in the initial  Employment Period or any renewal
period,  as the case may be, or (ii) six months' Salary, in each case payable in
one lump sum within 30 days following termination.

         e. For purposes hereof,  "Good Reason" means the material reduction in,
or the  assignment  of  duties  to  the  Executive  which  would  be  materially
inconsistent  with, the  Executive's  responsibilities,  duties and  authorities
described in Section 2.c. (other than as a result of the Executive's  failure to
perform the  Executive's  duties and  responsibilities  in accordance  with this
Agreement), which continues unremedied for a period of twenty (20) business days
after the  Executive  has given  written  notice to the  Company  specifying  in
reasonable detail the relevant acts or omissions. It is expressly understood and
agreed that unless the Executive  provides the written  notice  described in the
immediately  preceding  sentence  within  twenty  (20)  business  days after the
Executive  knows or has reason to know of the  occurrence of any act or omission
of the type  described in this Section 5.e.,  the  Executive  shall be deemed to
have  consented  thereto and such  particular  act or  omission  shall no longer
constitute  or be capable of  constituting  Good  Reason  for  purposes  of this
Agreement.



                                       5
<PAGE>

         f.  Provided  that the  Executive  continues to comply with each of the
provisions  of  Sections 6 and 7 of this  Agreement  during  all the  applicable
periods,  if before  the first  anniversary  of the date of this  Agreement  the
Company elects not to renew the employment of the Executive, the Executive shall
be entitled to receive as severance pay six months' Salary,  payable in one lump
sum within 30 days following termination.

         g.  Provided  that the  Executive  continues to comply with each of the
provisions  of  Sections 6 and 7 of this  Agreement  during  all the  applicable
periods,  if the  Employment  Period is terminated by the Executive or otherwise
upon a Change of Control (as hereinafter  defined) of the Company, the Executive
shall be entitled to receive  from the Company as  severance  an amount equal to
the  greater of (i) the  Executive's  Salary for the period of time which  would
have been remaining in the initial  Employment  Period or any renewal period, as
the case may be, or (ii) six months'  Salary,  in each case  payable in one lump
sum within 30 days following termination.

         h. For  purposes  of the  preceding  subsection,  a "Change in Control"
shall mean the occurrence of one or more of the following events:

         (i)      a change in identity of a majority of members of the Company's
                  Board from  those  individuals  constituting  the Board on the
                  date set  forth in the  Preamble  to this  Agreement  (without
                  including the Executive for purposes of this calculation);

         (ii)     the   acquisition  of  fifty  (50)  percent  or  more  of  the
                  outstanding  voting  securities  of  the  Company,  where  the
                  acquirer(s) own(s) beneficially less than fifteen (15) percent
                  of the outstanding  voting securities of the Company as of the
                  date set forth in the Preamble to this Agreement;

         (iii)    the sale of all or substantially  all of the Company's assets,
                  including  sale  of  more  than  50%  of the  stock  or all or
                  substantially all of the assets of Phone1, Inc., or Globaltron
                  Communication Corporation,  the Company's technology or Phone1
                  brand   name   other   than   in  a  "form   over   substance"
                  reorganization;

         (iv)     a merger, share exchange or similar business combination where
                  the Company is not the surviving  entity to such  combination,
                  other than in a "form over substance" reorganization.



                                       6
<PAGE>

For purposes hereof, a Change in Control shall be deemed to have occurred on the
effective date of the event described in (i) through (iv) of this subsection g.

Provided that the Executive  continues to comply with each of the  provisions of
Sections 6 and 7 of this  Agreement  during all the applicable  periods,  if the
Employment  Period is  terminated  in  connection  with a Change in Control,  as
defined in Section 5.g.,  after which the Company is not the  surviving  entity,
then the Company shall  provide the  Executive  with not less than 30 days prior
written  notice of the  effective  date of the event  and,  at the option of the
Executive  (and in addition to any rights the Executive may have  hereunder) (i)
the  Executive  may sell the option to the  Company at a price equal to the fair
market value (net of the exercise price of the option) of the underlying  shares
of common stock as of the trading day immediately prior to the effective date of
the event,  or (ii) the Executive  may elect to have the options  treated in the
manner  that all other  outstanding  options  are  treated  under the  agreement
governing the subject event.

6. Restrictive Covenants.

         a.  The   Executive's   Acknowledgment.   The   Executive   agrees  and
acknowledges  that in order to assure that the Company and its  affiliates  will
retain their  respective  value and that of the business of the Company and each
of its affiliates,  it is necessary that Executive  undertake not to utilize the
special  knowledge of the Business the Executive has acquired or may acquire and
the relationships with their customers,  suppliers and employees to compete with
the Company and its affiliates. The Executive further acknowledges that:

         (i)      the  Executive is one of a limited  number of persons who will
                  develop the business of the Company and its affiliates;

         (ii)     the Executive  will occupy a position of trust and  confidence
                  with the Company  and its  affiliates  during the  Executive's
                  employment  under this  Agreement,  the Executive has and will
                  continue  to  become   familiar  with  the   proprietary   and
                  confidential information of the Company and its affiliates;

         (iii)    the agreements  and covenants  contained in this Section 6 are
                  essential  to protect  the  Company,  its  affiliates  and the
                  goodwill  of  the  Business  and  are  an  express   condition
                  precedent  to the  willingness  of the  Company  to sign  this
                  Agreement;

         (iv)     the Company and its affiliates would be irreparably damaged if
                  the Executive were to provide services to any person or entity
                  in violation of the provisions of this Agreement;

         (v)      the Company  operates its Business on an  international  basis
                  and the Company would be irreparably  damaged if the Executive
                  were to  provide  services  in the  Business  any where in the
                  world;



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<PAGE>

         (vi)     the scope and  duration of the  provisions  of this Section 6,
                  and  of  Section  7  are  reasonably  designed  to  protect  a
                  protectable interest of the Company and its affiliates and are
                  not excessive in light of the circumstances; and

         (vii)    the  Executive  has a means to support the  Executive  and the
                  Executive's  dependents,  if any,  other than  engaging in the
                  activities prohibited by this Section 6.

         b.  Non-Compete.  The  Executive  hereby agrees that during the Term of
this Agreement, except on behalf of the Company and its affiliates in accordance
with this  Agreement,  the  Executive  shall not,  directly  or  indirectly,  as
employee,  agent,  consultant,  stockholder,  director,  partner or in any other
individual or representative capacity, own, operate, manage, control, engage in,
invest in or  participate  in any manner in, act as a consultant  or advisor to,
render services for (alone or in association with any person, firm,  corporation
or entity),  or  otherwise  assist any person or entity that engages in or owns,
invests  in,  operates,  manages or  controls  any  venture or  enterprise  that
directly or indirectly engages or proposes to engage in the Business anywhere in
which the Company operates  (collectively  the  "Territory");  provided however,
that nothing  contained  herein shall be construed to prevent the Executive from
(i) investing in stock or other  securities of any public or private  enterprise
provided  that such  investment  does not require  active  participation  by the
Executive and such enterprise does not engage in any activity  competitive  with
the   business  now  or   hereafter   conducted   by  the  Company   ("Permitted
Investments"),  or (ii) attending to such charitable  and/or civic activities as
are deemed appropriate by the Executive; provided that such activities shall not
detract from the Executive's duties and obligations under this Agreement.

         c. Non-Solicitation.  Without limiting the generality of the provisions
of Section 6.b.  above,  the  Executive  hereby  agrees that for a period of six
months  after the  Termination  Date,  except on behalf of the  Company  and its
affiliates in accordance with this Agreement,  the Executive will not,  directly
or  indirectly,  as employee,  agent,  consultant,  principal or otherwise,  (A)
solicit  any  Business  from or in any way  transact  or  seek to  transact  any
Business with or otherwise seek to influence or alter the  relationship  between
the  Company  or any of its  affiliates  with any  person  or entity to whom the
Company or any of its affiliates  provided  Business related services (I) at any
time during the one year period  preceding the Termination Date or (II) if there
has been no Termination  Date, at any time during the  Employment  Period or (B)
solicit for employment or other services or otherwise seek to influence or alter
the relationship  between the Company or any of its affiliates of any person who
is or was an employee of the  Company or any of its  affiliates  (I) at any time
during the one year period  preceding the Termination  Date or (II) if there has
been no Termination Date, at any time during the Employment Period.

         d.  Blue-Pencil.  If any court of competent  jurisdiction  shall at any
time deem the term of this Agreement or any particular  Restrictive Covenant too
lengthy or the Territory too extensive,  the other  provisions of this Section 6
shall  nevertheless  stand, the period of restriction  shall be deemed to be the
longest  period  permissible  by law under the  circumstances  and the Territory
shall be deemed to comprise the largest  territory  permissible by law under the
circumstances.  The court in each case shall  reduce  the period of  restriction
and/or Territory to permissible duration or size.



                                       8
<PAGE>


7. Treatment and Ownership of Confidential Information.

         a.  Confidentiality.  The parties hereto acknowledge that the Executive
shall or may be making use of, acquiring and adding to Confidential  Information
(as that term is defined in subparagraph (b) below). The Executive covenants and
agrees that during the  Employment  Period and at all times  thereafter he shall
not,  except with the prior written  consent of the Company,  or except if he is
acting during the Employment Period solely for the benefit of the Company or any
of the  affiliates  in connection  with the Company's or any of the  affiliates'
business and in accordance with the Company's  business  practices and policies,
at any time,  disclose,  divulge,  report,  transfer  or use,  for any  purposes
whatsoever,   any  such   Confidential   Information,   including   Confidential
Information obtained, used, acquired or added by, or disclosed to, the Executive
prior to the date of this Agreement, provided that such Confidential Information
has  not  subsequently   entered  the  public  domain.   The  Executive  further
acknowledges that the Confidential Information constitutes valuable, special and
unique assets of the Company.

         b. Confidential  Information  Defined.  For purposes of this Agreement,
the term "Confidential  Information"  shall mean all of the following  materials
and  information  which the  Executive  receives,  conceives  or develops or has
received,  conceived or developed,  in whole or in part, in connection  with the
Executive's affiliation with the Company. Excluded from Confidential Information
is any previously confidential  information which has subsequently become public
information.:

         (i)      The contents of any manuals or other written  materials of the
                  Company or any of its affiliates;

         (ii)     The  names  of  actual  or  prospective  clients,   customers,
                  suppliers,  or persons,  firms,  lenders,  or persons,  firms,
                  corporations,  or other  entities  with whom the Executive may
                  have or has had contact on behalf of the Company or any of its
                  affiliates or to whom any other employee of the Company or any
                  of its affiliates has provided goods or services at any time;

         (iii)    The terms of various  agreements between the Company or any of
                  its affiliates, and any third parties;

         (iv)     The  contents  of actual  or  prospective  customer  or client
                  records, which customer and client lists and records shall not
                  only  mean  one or  more of the  names  and  addresses  of the
                  customers of the Company or any of its  affiliates,  but shall
                  also encompass any and all  information  whatsoever  regarding
                  them;



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<PAGE>


         (v)      Any data or  database,  or other  information  compiled by the
                  Company  or any  of its  affiliates,  including,  but  without
                  limitation,  information  concerning the Company or any of its
                  affiliates, or any business in which the Company or any of its
                  affiliates is engaged or contemplates  becoming  engaged,  any
                  company which the Company or any of its affiliates  engages in
                  business, any customer, prospective customer, or other person,
                  firm or corporation to whom or which the Company or any of its
                  affiliates  has provided goods or services or to whom or which
                  any  employee  of the  Company  or any of its  affiliates  has
                  provided  goods or services on behalf of the Company or any of
                  its affiliates,  or any compilation,  analysis,  evaluation or
                  report  concerning or deriving  from any data or database,  or
                  any other information;

         (vi)     All policies, procedures,  strategies and techniques regarding
                  training,  marketing  and sales,  either oral or written,  and
                  assorted lists containing  information  pertaining to lenders,
                  customers and/or prospective customers; and

         (vii)    Any  other  information,  data,  training  methods,  formulae,
                  know-how,  show-how,  source code,  subject  code,  copyright,
                  trademarks,   patents  or  knowledge  of  a  confidential   or
                  proprietary nature observed,  received, conceived or developed
                  by  the   Executive  in   connection   with  the   Executive's
                  affiliation with the Company.

         c. Exclusions. Excluded from the Confidential Information and therefore
not subject to the provisions of this Agreement shall be any  information  which
(i) is or becomes  generally  available to the public through no breach or fault
of the Executive;  provided that this exception  shall apply only from and after
the date the information became generally  available to the public, and (ii) the
Executive  can  establish  was in the  Executive's  possession  at the  time  of
disclosure  and was not  previously  acquired  directly or  indirectly  from the
Company,  provided that this exception  shall apply only from and after the date
that the  information  is disclosed to the  Executive by a third party or was in
the  Executive's  possession.  Specific  Confidential  Information  shall not be
deemed to be within the foregoing  exceptions  merely because it is embraced by,
or contained or referenced  in, more general  information  in the public domain.
Additionally,  any  combination of features shall not be deemed to be within the
foregoing  exceptions  merely  because  individual  features  are in the  public
domain.

         d. Ownership.  The Executive covenants and agrees that all right, title
and  interest  in any  Confidential  Information  shall be and shall  remain the
exclusive  property of the Company and its  affiliates,  as the case may be. The
Executive  covenants  that  the  Executive  has  disclosed  to the  Company  all
Confidential  Information  developed in whole or in part by the Executive within
the scope of this  Agreement  and has assigned or will assign to the Company any
right,   title  or  interest  the  Executive  may  have  in  such   Confidential
Information.  The Executive  covenants that the Executive has turned over to the
Company all  physical  manifestations  of the  Confidential  Information  in his
possession or under his control.  The Executive  agrees to promptly  disclose to
the Company all Confidential Information hereafter developed in whole or in part
by the Executive within the scope of this Agreement and to assign to the Company
or any of the affiliates, as the Company determines in its sole discretion,  any
right,   title  or  interest  the  Executive  may  have  in  such   Confidential
Information.



                                       10
<PAGE>

8. Effect of Termination.  If this Agreement or the Employment Period expires or
is terminated for any reason,  then,  notwithstanding  such  termination,  those
provisions  contained  in Sections 6 and 7 hereof shall remain in full force and
effect.

9. Remedies.  The Executive acknowledges and agrees that the covenants set forth
in  Section 6 and 7 of this  Agreement  are  reasonable  and  necessary  for the
protection  of the business  interests of the Company and its  affiliates,  that
irreparable  injury  will  result  to the  Company  and  its  affiliates  if the
Executive breaches any of the terms of Sections 6 or 7, and that in the event of
the Executive's actual or threatened breach of any provisions of Section 6 or 7,
the  Company  and its  affiliates  will  have no  adequate  remedy  at law.  The
Executive  accordingly  agrees  that in the event of any  actual  or  threatened
breach by the Executive of any of the  provisions of Section 6 or 7, the Company
and its  affiliates  shall  be  entitled  to seek  injunctive  relief,  specific
performance and other equitable  relief,  without bond and without the necessity
of showing actual  monetary  damages,  subject to hearing as soon  thereafter as
possible. Nothing contained herein shall be construed as prohibiting the Company
and its affiliates  from pursuing any other remedies  available to them for such
breach or  threatened  breach,  including  but not  limited to the  recovery  of
damages.

10.  Indemnification.  The Company  hereby  indemnifies  and holds the Executive
harmless,  to the fullest extent  permitted by applicable  law, from and against
all suits, actions, claims, actions, proceedings,  costs and expenses, including
reasonable  attorneys' fees,  arising out of the Executive's  performance of his
duties to the Company.  In addition,  the  Executive  shall be entitled to enter
into such Indemnification  Agreements as the Company enters into with members of
its Board, and to receive benefits, to the extent reasonably available,  no less
favorable  with respect to  indemnification  than the benefits  provided to such
Board members.

11. The Executive's Representations and Warranties.

         a. The Executive represents and warrants to the Company that:

         (i)      he has not been subject to any  litigation  or  administrative
                  proceedings, and

         (ii)     he is free of known  physical  and  mental  disabilities  that
                  would,  with or without  reasonable  accommodations  create an
                  undue  hardship  for  the  Company  or any of its  affiliates,
                  impair his performance  hereunder and he is fully empowered to
                  enter and perform his obligations under this Agreement;



                                       11
<PAGE>

         (iii)    he is under no  restrictive  covenants to any person or entity
                  that will be violated by his entering into and performing this
                  Agreement; and

         (iv)     he is not the subject of any event described in Item 401(d)(1)
                  through (4) of  Regulation  S-B or Item  401(f) of  Regulation
                  S-K, if then  applicable  to the Company,  promulgated  by the
                  Securities and Exchange Commission.

         b. The Executive  shall indemnify the Company on demand for and against
any and all judgments,  losses, claims,  damages,  expenses and costs (including
without  limitation  all legal  fees and costs,  even if  incident  to  appeals)
incurred or  suffered by the Company as a result of any breach by the  Executive
of any of these representations and warranties.

12. Binding Effect.  Except as herein otherwise  provided,  this Agreement shall
inure to the  benefit of and shall be binding  upon the  parties  hereto,  their
personal representatives, heirs successors and assigns.

13. Severability.  If any provision of any of the Agreements is invalid, illegal
or  unenforceable  under any  applicable  statute or rule of law,  it is to that
extent to be deemed  omitted.  The  remainder of the  Agreement  containing  the
invalid, illegal or unenforceable provision will be valid and enforceable to the
maximum extent possible.

14.  Governing Law. This Agreement shall be governed and construed in accordance
with the laws of the State of Florida,  without giving effect to any conflict of
law principles.

15. Entire Agreement.  This Agreement contains the entire understanding  between
the  parties  and this  Agreement  may not be changed or  modified  except by an
Agreement in writing signed by all the parties hereto.

16.  Notice.  All  notices  under  the  Agreements  are to be  delivered  by (i)
depositing  the  notice in the  mail,  using  registered  mail,  return  receipt
requested, addressed to the address set forth in the Agreements for the party or
to any other  address  as the party may  designate  by  providing  notice,  (ii)
facsimile transmission by using the facsimile number set forth in the Agreements
for the party or any other  facsimile  number  as the  party  may  designate  by
providing notice,  (iii) overnight delivery service addressed to the address set
forth in the  Agreements  for the party or to any other address as the party may
designate  by  providing  notice,  or  (iv)  hand  delivery  to  the  individual
designated in the relevant Agreement or to any other individual as the party may
designate by providing  notice.  The notice will be deemed  delivered  (i) if by
registered  mail,  four days after the notice's  deposit in the mail, (ii) if by
telecopy,  on the date the notice is delivered,  (iii) if by overnight  delivery
service,  on the day of delivery,  and (iv) if by hand delivery,  on the date of
hand delivery. The addresses for such communications shall be as follows:



                                       12
<PAGE>

         If to the Executive:

                  739 Crandon Blvd, Unit PH2,
                  Key Biscayne FL 33149
                  Telephone:

                  Telefax:

         If to the Company:

                  Phone1Globalwide, Inc.
                  100 N. Biscayne Boulevard

                  Suite 2500
                  Miami, Florida 33132
                  Attn:  Dario Echeverry, President
                  Telephone:       (305) 371-3300
                  Telefax:         (305) 371-4686

Any Party may change the address to which notices,  requests,  demands,  claims,
and other  communications  hereunder  are to be  delivered  by giving  the other
Parties notice in the manner herein set forth.

17. Venue. The Parties  acknowledge  that a substantial  portion of negotiations
and anticipated  performance  and execution of this Agreement  occurred or shall
occur in the City and County of Miami Dade, Florida, and that,  therefore,  each
of the Parties irrevocably and unconditionally:

         (i)      agrees that any suit,  action or legal proceeding  arising out
                  of or relating to this  Agreement may be brought in the courts
                  of  record of the  State of  Florida  in the City of Miami and
                  County  of  Miami-Dade  or the  court of the  Southern  United
                  States of Florida, Southern Division;

         (ii)     consents to the  jurisdiction  of each such court in any suit,
                  action or proceeding;

         (iii)    waives any objection  which it may have to the laying of venue
                  of any such suit,  action or proceeding in any of such courts;
                  and

         (iv)     agrees that service of any court paper may be effected on such
                  Party by mail, as provided in this Agreement, or in such other
                  manner as may be provided under applicable laws or court rules
                  in said state.

18. Prevailing  Parties.  If any legal action or other proceeding is brought for
the enforcement of this  Agreement,  or because of an alleged  dispute,  breach,
default or misrepresentation in connection with any provision of this Agreement,
the  successful  or  prevailing  party or parties  shall be  entitled to recover
reasonable  attorneys' fees,  sales and use taxes,  court costs and all expenses
even if not  taxable as court costs  (including,  without  limitation,  all such
fees, taxes, costs and expenses incident to arbitration,  appellate,  bankruptcy
and  post-judgment  proceedings),  incurred  in that  action or  proceeding,  in
addition to any other relief to which such party or parties may be entitled.



                                       13
<PAGE>

19. Expenses.  Each party shall bear their own respective  expenses  incurred in
connection with this Agreement and with all obligations required to be performed
by each of them under this Agreement.

THE  EXECUTIVE   ACKNOWLEDGES  THAT  THE  EXECUTIVE  HAS  READ  THIS  AGREEMENT,
UNDERSTANDS  EACH  OF ITS  TERMS  AND  CONDITIONS  INCLUDING  ANY  TAX OR  OTHER
CONSEQUENCES,  AND HAS THE OPPORTUNITY TO CONSULT  INDEPENDENT  LEGAL COUNSEL OF
THE EXECUTIVE'S CHOICE PRIOR TO EXECUTING THIS AGREEMENT.



                                       14
<PAGE>

         IN  WITNESS  WHEREOF,  this  Agreement  has  been  duly  signed  by the
Executive  and on  behalf  of the  Company  as of the day and year  first  above
written.

                                         THE COMPANY:

                                         PHONE1GLOBALWIDE, INC.

                                         By:     _____________________
                                                 Dario Echeverry
                                                 Chief Executive Officer

                                         THE EXECUTIVE:

                                         ____________________________