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                                                                 EXHIBIT 10.03



                                 MSU Corporation


THIS AGREEMENT dated March 15, 2001, by and between MSU Corporation, a Florida
corporation ("MSU" or "Company") and Jean Belanger, resident of Austin, Texas
("Executive").

In consideration of the promises and the mutual covenants and agreements herein
contained, the parties hereto agree as follows:

         1.       Subject to the terms and conditions herein, MSU hereby employs
                  Executive as Chairman of the Board, with the powers and duties
                  customarily assigned to such position. The Board of MSU may
                  assign other duties from time to time.

         2.       The term of employment shall be three years, commencing on the
                  date of this Agreement.

         3.       Executive shall receive the following compensation:

                  a.       Executive's salary shall be $200,000/year, payable in
                           equal monthly installments;

                  b.       MSU will grant Options to purchase 1,200,000 shares
                           of MSU common stock. The exercise price shall be
                           $0.60/share. Of these, 600,000 shall vest upon
                           signing subject to regulatory and Board approvals and
                           33,333 shall vest on the first day of each month,
                           commencing on April 1, 2001, for a period of 18
                           consecutive months. The options shall have a
                           three-year term;

                  c.       Executive will be entitled to four weeks of paid
                           vacation in each calendar year; and

                  d.       Executive will participate in any incentive
                           compensation plan, pension or profit sharing plan,
                           medical plan, and other benefits maintained by MSU
                           for its executives generally.

         4.       MSU shall reimburse Executive for all reasonable out-of-pocket
                  expenses incurred by him in the performance of his duties
                  including, but not limited to, reasonable transportation,
                  accommodation, entertainment and other expenses incurred on
                  behalf of Company.

         5.       Executive agrees to devote in good faith his full business
                  time and best efforts to his services to Company and agrees to
                  travel to the extent necessary to perform such duties.

         6.       MSU or Executive shall have the right to terminate Executive's
                  employment by serving 30 days written notice of his or its


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                  desire to terminate the employment relationship, subject to
                  the provisions of paragraph 7 below permitting MSU to
                  immediately discharge Executive for cause. Upon termination,
                  MSU shall pay Executive three months severance pay.

         7.       Company shall have the right to terminate Executive's
                  employment immediately for cause upon the occurrence of any of
                  the following events:

                  a.       Executive's death or legal incapacity;

                  b.       Executive's failure to perform his services for a
                           period of at least ninety (90) consecutive days
                           because of any physical or mental health impairment,
                           subject to applicable laws;

                  c.       MSU's cessation of business;

                  d.       Conduct which would give adequate ground for
                           termination for cause include, but are not limited
                           to:

                           -        Committing a material breach of any duties,
                                    including, but not limited to, Executive's
                                    repeated failure/refusal to diligently
                                    perform the provisions of this Agreement; or


                           -        Conduct in a manner tending to bring Company
                                    into disrepute; or

                           -        Being guilty of dishonesty and other acts of
                                    misconduct in rendering of services on
                                    behalf of Company; or

                           -        Being convicted of any criminal felony or
                                    misdemeanor other than one which does not
                                    affect Company's reputation or Executive's
                                    position with the Company; or

                           -        Refusing or neglecting to comply with any
                                    lawful orders or directions given to
                                    Executive by MSU's Board of Directors; or

                           -        Committing an act of gross misconduct, gross
                                    negligence or willful malfeasance during the
                                    course of Executive's employment.

         8.       Upon termination, Executive shall be entitled to receive all
                  compensation hereunder accrued and unpaid as of the date of
                  termination.

         9.       This Agreement shall be binding upon, and shall inure to the
                  benefit of, MSU and Executive, and their respective
                  successors/assigns. MSU shall have the right to assign the
                  rights hereunder to any successor in interest, whether by
                  merger or sale of assets or otherwise.

         10.      On the termination of Executive's employment, howsoever
                  caused, he must return to MSU all property belonging to MSU in
                  his possession and must not retain or take any copies thereof
                  without the prior written consent of Company's Board of
                  Directors.

         11.      Executive warrants that the execution of this Agreement and
                  the performance of his duties hereunder will not violate the
                  terms of any other agreement that he is bound to, or a party
                  to.

         12.      Company is engaged in designing and selling Internet
                  appliances. Executive acknowledges that Company's business is
                  highly specialized and the documents and information regarding
                  the MSU's activities are highly confidential and constitute
                  trade secrets. Executive acknowledges and agrees that his
                  services rendered to Company have a value to Company and he
                  has access to trade secrets and confidential information
                  belonging to the Company, the loss of which cannot adequately
                  be compensated by damages in an action at law.



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         13.      During the term of Executive's employment, and following the
                  termination of his employment with the MSU, howsoever caused,
                  Executive shall not use for any purpose or disclose to any
                  person or entity any confidential information acquired during
                  the course of employment with MSU. The term "confidential
                  information" as used in this Agreement includes, but is not
                  limited to, records, lists and knowledge of the MSU's
                  customers, methods of operation, processes, and trade secrets,
                  as they may exist from time to time.

         14.      During the term of Executive's employment with MSU and for a
                  period of one (1) year from the termination of his employment
                  with MSU, howsoever caused, Executive will not directly or
                  indirectly, own, manage, operate, control, be employed by,
                  perform services for, consult with, solicit business for,
                  participate in, or be connected with the ownership,
                  management, operation or control of any business which
                  performs services materially similar or competitive with those
                  provided by MSU in the State of Texas.

         15.      During the term of Executive's employment with Company and for
                  a period of one (1) year from the termination of his
                  employment with Company, howsoever caused, Executive shall
                  not, either on Executive's own account or for any person,
                  firm, partnership, corporation or other entity (a) solicit,
                  interfere with, or endeavor to cause any employee of Company
                  to leave his or her employment; or (b) induce or attempt to
                  induce any such employee to breach his or her employment
                  agreement with Company.

         16.      During the term of Executive's employment with the Company and
                  for a period of one (1) year from the termination of his
                  employment, howsoever caused, Executive shall not solicit,
                  induce, or attempt to induce any past or current customer of
                  the Company with whom he has worked (a) to cease doing
                  business in whole or in part with or through Company, or (b)
                  to do business with any other person, firm, partnership,
                  corporation or other entity which performs services materially
                  similar or competitive with those provided by Company.

         17.      Executive acknowledges and agrees that Company will suffer
                  irreparable injury if Executive breaches any of his
                  obligations under paragraphs 13, 14, 15 and 16 above.
                  Accordingly, in addition to all of the remedies otherwise
                  available to Company, including but not limited to, recovery
                  from Executive of damages and reasonable attorneys' fees
                  incurred in the enforcement of this Agreement, Company shall
                  have the right to injunctive relief to restrain and enjoins
                  any actual or threatened breach of the provisions of
                  paragraphs 13, 14, 15 and 16 of this Agreement. All of the
                  Company's remedies for breach of this Agreement shall be
                  cumulative and the pursuit of one remedy shall not be deemed
                  to exclude any other remedies.

         18.      Executive has read the provisions hereof and agrees that the
                  restrictions set forth herein are fair and reasonable and are
                  reasonably required for the protection of the interests of
                  MSU.

         19.      In the event of a violation by Executive of any of the
                  provisions contained in paragraph 13, 14, 15 and 16 of this
                  Agreement, the term of each and every covenant so violated
                  shall be automatically extended for a period of one (1) year
                  from the date on which Executive permanently ceases such
                  violation, or for a period of one (1) year from the date of
                  entry by a court of competent jurisdiction of a final order or
                  judgment enforcing such covenant, whichever period is longer.



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         20.      It is understood and agreed that the construction and
                  interpretation of this Agreement shall at all times and in all
                  respects be governed by the laws of the State of Texas, except
                  its conflict of law rules, which are deemed to be inapplicable
                  herein. All disputes concerning the application or enforcement
                  of this Agreement shall, if necessary, be tried in a court of
                  competent jurisdiction in the State of Texas or the United
                  States District Court for the Northern District of Texas. The
                  parties hereby consent to the personal jurisdiction of the
                  courts of the State of Texas and the United States District
                  Court for the Northern District of Texas.

         21.      The provisions of this Agreement shall be deemed severable,
                  and the invalidity or unenforceability of any one or more of
                  the provisions hereof shall not affect the validity or
                  enforceability of any one or more of the other provisions
                  hereof.

         22.      This Agreement contains the entire agreement and understanding
                  by and between the Company and Executive with respect to the
                  covenants contained herein, and no representations, promises,
                  agreements or understandings, written or oral, not herein
                  contained shall be of any force or effect. No change or
                  modification hereof shall be valid or binding unless the same
                  is in writing and signed by both parties. No valid waiver of
                  any provision shall be deemed a waiver of any other provision
                  of this Agreement at such time or will be deemed a valid
                  waiver of such provision at any other time.




IN WITNESS WHEREOF, Company and Executive have duly executed this Agreement as
of the day and year first written above.




MSU Corporation                         Executive

By:    /s/ D. Bruce Walter              By:   /s/ Jean J. Belanger
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       Name: D. Bruce Walter                  Name: Jean J. Belanger


Date:  April 1, 2001                    Date: April 1, 2001
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