EMPLOYMENT AGREEMENT


The Effective Date of this Agreement:             FEBRUARY 1,         2006
                                         -----------------------------

This Agreement is by and between         GRIDLINE COMMUNICATIONS CORP. (COMPANY)
a Delaware Corporation located at        14090 Southwest Freeway, Suite 300
                                         Sugarland, TX 77478

AND                                      Michael Massad, (EMPLOYEE)
an individual residing at                7615 Bantry Circle
                                         Dallas, TX 75248



PURPOSE OF THIS AGREEMENT

     a.  The Employee has acquired outstanding  and special skills and abilities
and an extensive  background  in and  knowledge of technical  product  sales and
distribution, New Business Development, and Sales Management and Administration.

     b.  The Company  desires  the  services of the  Employee,  and is therefore
willing to engage his services on the terms and conditions stated below.

     c.  The Employee desires to be employed by the Company and is willing to do
so on those terms and conditions.

Now,  therefore,  in  consideration  of the  above  recitals  and of the  mutual
promises and conditions in this Agreement, it is agreed as follows:

1.   EMPLOYEE'S DUTIES & AUTHORITY

     a. Gridline shall employ the Employee as VICE PRESIDENT OF SALES, effective
February 1, 2006. At all times,  the Employee shall serve under the direction of
the  President,  COO and shall  perform such  services as the President may from
time to time prescribe,  and per the policies and procedures as may be described
in Gridline  Communications  Corporate  Employee Policy Manual,  whenever such a
manual is made available.

     b.  The Vice President of Sales shall report directly to the President, COO
and shall be responsible for managing all current sales prospects and developing
new  client  prospects  within  the  scope of the  Gridline  Business  Plan.  In
addition,  the Vice President of Sales shall closely  communicate with the other
senior staff members to insure that what is happening  within the marketplace is
consistent  with  the  direction  and  activities  within  the  Company  from  a
strategic,  marketing,  and technical  perspective.  The Vice President of Sales
shall provide to the  President,  COO a weekly status update and forecast on all
sales activities.

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2.   OTHER BUSINESS ACTIVITIES

During his employment, Employee shall such devote such time, interest and effort
as is reasonably  required for the discharge of his duties and  responsibilities
hereunder.

3.   NON-COMPETITION DURING EMPLOYMENT

During the employment  term, the Employee shall not, in any fashion  participate
or engage in any  activity  or other  business  competitive  with the  Company's
business. In addition, the Employee,  while employed,  shall not take any action
without the  Company's  prior  written  consent to  establish,  form,  or become
employed by a competing  business on  termination  of employment by the Company.
The Employee's  failure to comply with the provisions of the preceding  sentence
shall give the Company the right (in addition to all other  remedies the Company
may have) to  terminate  any benefits or  compensation  that the Employee may be
otherwise entitled to following termination of this Agreement.

4.   TERM OF EMPLOYMENT

The  Employee  shall be employed in full time  capacity for a period of Four (4)
years, effective February 16, 2006. At all times, the Employee shall serve under
the direction of the President, COO, and shall perform such services as may from
time to time be  prescribed,  and per  the  policies  and  procedures  as may be
described in Gridline Communications  Corporate Employee Policy Manual, whenever
such a manual is made available..

5.   PLACE OF EMPLOYMENT

During the employment  term the Employee shall perform the services  required at
the Company's  offices,  to be located in Albuquerque,  New Mexico, and from any
other location  deemed feasible and appropriate for the performance of his duty.
The Employee  acknowledges that the Company may from time to time or frequently,
require the Employee to travel  temporarily to other locations  (domestically or
internationally)  to seek out,  confer with, or provide  service to customers of
the Company,  to complete sales  agreements for the benefit of the Company,  and
such other  purposes in the interest of the Company as  determined  from time to
time by the President, COO.

As the Company is asking the employee to  re-locate,  the Company will provide a
Re-location  and  temporary  Housing  payment,  for a maximum  period of six (6)
months from February 1, 2006,  in an amount not to exceed  $35,000  total.  Such
Re-location  and  temporary  housing  expense  shall be disbursed to employee in
advance of each  expense,  upon  presentation  of firm quotes from  suppliers of
re-location   services   and   housing   expenses.   In  no  event  shall  total
reimbursements exceed $35,000.

6.   SALARY

     a.  The  company  shall pay a basic  salary to the  Employee at the rate of
$8,000 per month, payable in equal semi-monthly installments.

     b. The basic salary  payable to the Employee shall be subject to review for
performance, and if performance is deemed satisfactory,  basic salary may be, at
a minimum,  increased  annually  (subject to the  availability  of funds),  by a
performance based adjustment, and/or an inflation
<PAGE>

based  adjustment,   utilizing  traditional  salary  structures  for  equivalent
positions within the Company's industry and the Consumer Price Index as reported
in The Wall Street Journal or a nationally recognized newspaper.

     c.  Employee  shall be eligible to earn an annual  Performance  Bonus in an
amount up to 25% of the annual base salary.  Such bonus shall be weighted 50% on
corporate  performance  and 50% on personal  performance.  The bonus program and
evaluation  process shall be clearly  defined in a separate Annual Bonus Program
document to be available no later than the end of the current quarter.

7.   STOCK OPTIONS

Employee will be granted  1,000,000  options to purchase shares of Company stock
according to the  provisions of  Gridline's  Incentive  Stock Option Plan,  Such
Options  shall vest in three (3)  increments of 1 year with the first vesting of
50% to occur simultaneously with the acceptance and execution of this Agreement.
The  balance  of the  share  options  shall  vest on each  of the  next  two (2)
anniversary  dates of this Agreement.  The Option strike price shall be at $0.10
per share.

8.   ADDITIONAL BENEFITS

     a.  The Company shall provide  health and term life insurance at no cost to
the  Employee  as soon as the Company is  financially  able to afford to provide
such health/life insurance benefits.  Such health and life Insurance shall be at
least equal to that provided to other Employees of the Company.

     b.  The Company shall pay a lump sum of three (3) months severance payments
to the Employee (at his then current  salary) if his  employment  is  terminated
without cause by the Company  within the first  twenty-four  (24) months of this
Agreement. The Company shall pay a lump sum of six (6) months severance payments
to the Employee (at his then current  salary) if his  employment  is  terminated
without cause by the Company after twenty-four (24) months of this Agreement.

9.   EXPENSES

The Company shall  reimburse the Employee for  reasonable  expenses  incurred in
connection  with the  Employee's  performance  of his  duties  including  travel
expenses, food, and lodging while away from home.

10.  EMPLOYEE'S RIGHT OF OWNERSHIP

All  inventions  conceived or developed by the Employee  during the term of this
Agreement shall remain the property of the Company.

11.  INDEMNIFICATION BY COMPANY

The Company shall,  to the maximum extent  permitted by law,  indemnify and hold
the Employee  harmless  against,  and shall  purchase  indemnity  insurance,  if
available, and pending the
<PAGE>

availability of funds, on behalf of the Employee in the amount of $1,000,000 for
expenses, including reasonable attorney fees, judgments, fines, settlements, and
other amounts actually and reasonably incurred in connection with any proceeding
arising by reason of the Employee's employment by the Company. The Company shall
advance to the Employee any expense incurred in defending any such proceeding to
the maximum extent permitted by law.

Further,  the Company will acquire and maintain the  appropriate  Directors  and
Officers insurance at the Company's expense.

12.  TERMINATION OF EMPLOYMENT

The Company and  Employee  agree that  Employee's  employment  hereunder  may be
terminated  by  the  Employee  resigning  or by  the  Company's  declaration  of
termination  with or without  "Cause" at any time,  subject to the terms of this
SECTION 12. Such termination  shall be effective upon delivery of written notice
from the  acting  party to the other of its  election  to  terminate  employment
pursuant to this SECTION 12.

     a.  DEFINITION OF "CAUSE". When used in connection with the  termination of
employment with the Company,  "CAUSE" shall mean: (i) Employee's material breach
of his obligations under this Agreement;  (ii) the Employee's  failure to adhere
to any written  Company  policy  after the  Employee has been given a reasonable
opportunity to comply with such policy or cure his failure to comply;  (iii) the
conviction  of, or the indictment  for (or its  procedural  equivalent),  or the
entering of a guilty plea or plea of no contest with  respect to, a felony,  the
equivalent  thereof,  or any other crime with respect to which imprisonment is a
possible punishment; (iv) the commission by the Employee of an act of fraud upon
the Company or any of its  affiliates;  (v) the  misappropriation  (or attempted
misappropriation)  of  any  funds  or  property  of  the  Company  or any of its
affiliates by the Employee;  (vi) the failure by the Employee to perform  duties
assigned  to  him  after   reasonable   notice  and  opportunity  to  cure  such
performance;  (vii) the  engagement  by the  Employee  in any  direct,  material
conflict of interest  with the Company  without  compliance  with the  Company's
conflict of interest  policy,  if any, then in effect;  (viii) the engagement by
the Employee,  without the written  approval of the Board of  Directors,  in any
activity that competes with the business of the Company or any of its affiliates
or  that  would  result  in a  material  injury  to  the  Company  or any of its
affiliates;  (ix) the  engagement  by the  Employee in any  activity  that would
constitute  a material  violation of the  provisions  of the  Company's  Insider
Trading  Policy or Business  Ethics Policy,  if any, then in effect,  or (x) the
failure by the Employee to sign any lock-up letters,  standstill agreements,  or
other similar  documentation  required by an  underwriter  in connection  with a
public offering of securities by the Company or to take other actions reasonably
related thereto as requested by the Board of Directors.

     b.  TERMINATION  FOR CAUSE OR  RESIGNATION.  If the Company  terminates the
Employee's employment for Cause or the Employee voluntarily resigns, the Company
shall pay the Employee's base salary earned through the date of termination, but
all rights to any other  compensation or benefits  arising  hereunder,  shall be
canceled and terminated in all respects  concurrently  with such  termination of
employment;  provided that the Employee may elect to continue to participate, at
Employee's own expense,  in such health insurance and other benefits as to which
the  opportunity  for continuing  participation  is mandated by applicable  law.
Employee may terminate employment under this Agreement at any time by giving the
Company 30 days' prior written notice of his intention to terminate employment.

<PAGE>

     c.  TERMINATION  WITHOUT CAUSE. In the event that the Employee's employment
is  terminated  by the  Company  without  Cause,  subject  to the  terms of this
Agreement,  the  Company  will pay to the  Employee  that  amount as  defined in
Section 8. b. above together with any earned and unpaid compensation and accrued
vacation time prior to termination,  in periodic payments in accordance with the
Company's customary payroll practices, and (ii) the stock options granted to the
Employee pursuant to SECTION 7 hereof shall immediately vest. If the Employee is
terminated  by the Company  without  Cause,  the Company  shall also continue to
provide benefits,  in the kind and amounts provided to its employees  generally,
for the same period as is specified in Section 8.b. above, following the date of
termination,  including  continuation  of  any  Company-paid  benefits  provided
pursuant hereto,  for the Employee and Employee's spouse, but will be subject to
immediate  termination to the extent  Employee  receives  benefits under another
similar  benefit  plan;  provided  that the  Employee  may elect to  continue to
participate,  at  Employee's  own expense,  in such health  insurance  and other
benefits as to which the opportunity for continuing participation is mandated by
applicable law.

     d.  TERMINATION  UPON DEATH;  DISABILITY.  If the Employee becomes disabled
because of sickness, physical or mental disability, or any other reason, so that
it  reasonably  appears that he will be unable to complete his duties under this
Agreement,  the  Company  shall have the option to  immediately  terminate  this
Agreement  by  giving  written  notice  of  termination  to the  Employee.  Such
termination  shall be  without  prejudice  to any  right or  remedy to which the
Company may be entitled either at law, in equity,  or under this  Agreement.  If
the Company terminates this Agreement as provided in this paragraph, the Company
will pay the  Employee  as  severance  pay an  amount  equal to three  months of
Employee's then current base salary plus a portion of the Employee's cash bonus,
proportional  to the number of months of Employee's  employment with the Company
during the calendar year in which  termination  occurs.  If Employee  should die
during  the  term  of  this  Agreement,  Employee's  employment  will  terminate
immediately  and the Company will pay the  Employee's  estate an amount equal to
three months compensation at Employee's then current base salary.

     e.  TERMINATION OR ASSIGNMENT ON MERGER. In the event of a merger where the
Company is not the surviving entity, or of a sale of all or substantially all of
the  Company's  assets,  the  Company  may,  at its sole  option (1) assign this
Agreement and all rights and  obligations  under it to any business  entity that
succeeds to all or  substantially  all of the  Company's  business  through that
merger or sale of assets,  or (2) on at least 30 days' prior  written  notice to
the Employee,  terminate this  Agreement  effective on the date of the merger or
sale of assets with the immediate  payments of all  compensation  due under this
contract  without  regard to vesting,  or length of  employment,  or  additional
performance  of duties.  This  paragraph  does not preclude  other  compensation
arrangements that may be negotiated with respect to such change of ownership.

13.  NON-DISCLOSURE AFTER TERMINATION

Because of his employment by the Company, the Employee will have access to trade
secrets and  confidential  information  about the  Company,  its  products,  its
customers,  and its methods of doing business. In consideration of his access to
this  information,  the  Employee  agrees that for a period of not less than two
years after  termination  of his  employment,  he will not  disclose  such trade
secrets or confidential information.

<PAGE>

14.  DISPUTE MEDIATION; JURISDICTION AND VENUE; INJUNCTIVE RELIEF; CHOICE OF LAW

     a.  Should any dispute  arise  regarding  any matter  related to Employee's
employment or the termination of such employment,  including without  limitation
the performance of or  interpretation of this Agreement or any of its terms, and
prior to the institution of any legal proceeding, the parties shall first submit
the  dispute  to  a  one  day  session  of   voluntary,   nonbinding   mediation
(non-minitrial),  in which the parties will participate in good faith,  pursuant
to the dispute  resolution  rules of the Texas Civil Practice and Remedies Code.
The mediation shall be conducted in Houston, Texas. In the event the parties are
unable to agree on a single  mediator,  then each party shall  select a mediator
and such  mediators  will  conduct a joint  mediation.  Each  party  shall  bear
one-half  of the  cost  of a  single  mediator  and,  in the  event  of a  joint
mediation,  each party  shall  bear the cost of the  mediator  selected  by that
party.

     b.  Exclusive venue for any dispute between  any of the  parties  hereto or
any claim by a party  against  another  party arising out of or relating to this
Agreement  or  relating  to any alleged  breach  thereof  shall be the courts of
competent jurisdiction situated in Harris County, Texas.

     c.  Employee   understands   and  agrees  that  the  Company  shall  suffer
irreparable  harm  in  the  event  that  Employee  breaches  any  of  Employee's
obligations  under this Agreement and that monetary  damages shall be inadequate
to compensate the Company for such breach. Accordingly, Employee agrees that, in
the event of a breach or threatened  breach by Employee of any of the provisions
of this  Agreement,  the Company,  in addition to and not in  limitation  of any
other rights,  remedies or damages available to the Company at law or in equity,
shall be entitled to a temporary restraining order,  preliminary  injunction and
permanent  injunction  in order to prevent  or to  restrain  any such  breach by
Employee,  or by any or all of  Employee's  partners,  co-venturers,  employers,
employees, servants, agents, representatives and any and all persons directly or
indirectly acting for, on behalf of or with Employee.

     d.  THE SUBSTANTIVE  LAWS OF THE STATE OF TEXAS, EXCLUDING ANY LAW, RULE OR
PRINCIPLE WHICH MIGHT REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION, WILL
GOVERN THE INTERPRETATION,  VALIDITY AND EFFECT OF THIS AGREEMENT WITHOUT REGARD
TO THE PLACE OF EXECUTION OR THE PLACE FOR PERFORMANCE THEREOF.

15.  ENTIRE AGREEMENT

This Agreement  contains the entire Agreement between the parties and supersedes
all  prior  oral  and  written  Agreements,  understandings,   commitments,  and
practices  between the parties.  No  amendments  to this  Agreement  may be made
except by a writing signed by both parties.

16.  NOTICES

Any notice to the Company  required or permitted  under this Agreement  shall be
given in writing to the Company,  either by personal service or by registered or
certified  mail,  postage  prepaid,   addressed  to  President,   COO,  Gridline
Communications holdings, Inc., at its then principal place of business. Any such
notice to the Employee shall be given in a like manner and, if mailed,  shall be
addressed to the Employee at his home address then shown in the Company's files.
For the purpose of determining compliance with any time limit in this Agreement,
a notice shall be deemed to have been duly given (1) on the date of service,  if
served personally on the party to

<PAGE>

whom notice is to be given, or (2) on the second business day after mailing,  if
mailed to the party to whom the notice is to be given in the manner  provided in
this section.

17.  SEVERABILITY

If any  provision  of this  Agreement  is held  invalid  or  unenforceable,  the
remainder of this Agreement shall nevertheless  remain in full force and effect.
If any  provision is held invalid or  unenforceable  with respect to  particular
circumstances,  it shall  nevertheless  remain in full  force and  effect in all
other circumstances.




UNDERSTOOD, AGREED & APPROVED
Executed by the parties as of the Effective Date first written above.




Company: Gridline Communications Corp.            Employee: Michael Massad
                                                            --------------


       /s/ Terry Dillon
--------------------------------------            ------------------------------
By                                                Employee Signature

          President, COO/CTO
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