EMPLOYMENT AGREEMENT


The Effective Date of this Agreement:        FEBRUARY 16, 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                                      Carl Fishel, (EMPLOYEE)
an individual residing at                6132 Palmaya Lane
                                         Orangevale, CA
                                         95662



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  deployment,
Project management, and Field Operations 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  FIELD
OPERATIONS,  effective February 16, 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 Field  Operations shall  report  directly to the
President,  COO and shall be responsible for managing all new  installation  and
deployments of the Gridline BPL and associated products.  In addition,  the Vice
President of Field  Operations  shall closely  communicate with the other senior
staff  members to insure that what is happening  within the field  operations is
consistent with the direction and activities within the Company from a strategic
and technical perspective.  Further, the Vice President of Field Operations will
be responsible for developing field notes and technical documentation to support
the field operations personnel.

<PAGE>

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,  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.

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 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%. Such bonus shall be weighted 50% on corporate  performance and
50% on personal performance.

<PAGE>

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  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.

<PAGE>

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.

     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

<PAGE>

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.

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

<PAGE>

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 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.

<PAGE>

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:     Carl Fishel
                                                            --------------------


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

          President, COO/CTO
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