EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT  AGREEMENT  executed this 14th day of December 2001, by and
between INTERNATIONAL  WIRELESS, INC. a Delaware corporation  ("Employer"),  and
ATTORNEY JERRY GRUENBAUM, an individual ("Employee").

RECITALS

1.1  Employee is a licensed  attorney  specializing  in  corporate,  securities,
     mergers and acquisitions, international, franchise and tax laws.

1.2  Employer  is a business  in need of an in-house  attorney  specializing  in
     corporate,  securities,  mergers and  acquisitions,  international  and tax
     laws.

1.3  Employer and Employee desire to enter into this  Employment  Agreement upon
     the terms and conditions set forth herein.

     NOW  THEREFORE,  IN  CONSIDERATION  of the mutual  covenants and agreements
contained herein and for other good and valuable consideration,  the receipt and
adequacy of which is hereby admitted and acknowledged,  the parties hereto agree
as follows:

2.0  EMPLOYMENT

     The Employer  hereby  employs the  Employee as of December  14, 2001,  (the
"Effective  Date"),  and the Employee  hereby accepts  employment with Employer,
upon the terms and conditions contained in this Agreement.

4.0  CAPACITIES AND DUTIES

     4.1  Employee  is hereby  employed in the  capacity  of In-house  Corporate
          Counsel   rendering   such   services   and  having  such  duties  and
          responsibilities  usual to  attorneys  who  specialize  in  corporate,
          securities, mergers and acquisitions, international, franchise and tax
          laws as may be assigned to Employee from time to time by the Employer.

     4.2  The Employee  shall render these legal  services as  determined by the
          Employer at the Employees law office in the State of Connecticut where
          he resides and services other legal  clients,  and which includes at a
          minimum,  for the Employee to be at the office of the Employer  once a
          week on a day that is  convenient  to the Employee and Employer at 120
          Presidential  Way, Suite 310, Woburn,  Massachusetts  01801 or at such
          other home office for senior executives as Employer may designate from
          time to time.

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     4.3  Employee  agrees to devote his best efforts but not the exclusive time
          to rendering services to Employer.

6.0  TERM

     6.1  Subject to the rights of  parties  to prior  termination,  the term of
          this Agreement shall be for one (1) year,  commencing on the Effective
          Date.

     6.2  This Agreement shall terminate upon the following events:

          (a)  Employee's death;

          (b)  Employee's Disability; or

          (c)  At Employer's option, upon Employee's breach of any of Employee's
               covenants or obligations hereunder,  other than those which would
               constitute  a Discharge  for Cause.  In order to  terminate  this
               Agreement  pursuant to this Subparagraph (c), Employer shall give
               Employee   thirty  (30)  days  written   notice  of   termination
               specifying the ground therefore. Employee's termination will take
               effect upon  expiration  of said  thirty (30) day period,  unless
               Employee  fully cures the breach  specified in such notice during
               the thirty (30) day period  following  Employer's  giving of such
               notice to Employee.

     6.3  Employee may terminate this  Agreement  prior to the expiration of its
          term  only if  Employer  breaches  any of its  material  covenants  or
          obligations hereunder.  In such circumstances,  Employee shall provide
          Employer with written notice, specifying Employer's alleged breach, at
          least  thirty  (30)  days  prior  to  Employee's   termination.   Said
          termination will take effect only if Employer fails to cure or correct
          the breach  specified in the  Employee's  written  termination  notice
          within thirty (30) days of Employer's receipt thereof.

     6.4  Employer may  unilaterally  terminate  this Agreement upon a Discharge
          for Cause, which shall take effect immediately upon Employer's written
          notification  to  Employee,  outlining  the  reasons  for  cause.  For
          Discharges  for Cause,  Employee  shall not be entitled to any further
          benefits under this Agreement.  In such circumstances,  Employee shall
          be  entitled  to retain  and  exercise  all vested  unexercised  stock
          options,  but  any  unvested  unexercised  stock  options  granted  to
          Employee shall immediately and automatically terminate.

7.0  BASE COMPENSATION AND NORMAL BENEFITS

     For the  service  of  Employee,  the  Employer  agrees  to pay to  Employee
compensation as follows:

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     7.1  Base  Salary:  Annual  base  compensation  of SIXTY  THOUSAND  DOLLARS
          ($60,000.00),  paid  according  to the general  payroll  practices  of
          Employer as same exists from time to time.

     7.2  Annual Bonus:  In addition to other  compensation  payable  hereunder,
          Employer  shall bill Employee for services  rendered to other entities
          serviced by the Employer and pay Employee up to an  additional  THIRTY
          THOUSAND  DOLLARS  ($30,000.00)  payable as billed and received by the
          Employer.

     7.3  Additional Benefits:  The Employee shall have the right to participate
          in any medical,  vision,  dental, life (including accidental death and
          dismemberment)  and  long-term  disability  group  insurance  plans or
          similar   employee   benefit  plans  now  in  effect  or   hereinafter
          established or ratified by the  Employer's  Board of Directors for the
          benefit of  managerial  or salaried  employees  (but not including any
          stock option plan unless specifically permitted to participate in such
          plan by permission of the  Employer's  Board of Directors) for so long
          as  such  plan  is  maintained  in  effect  for  the  benefit  of such
          employees,  with the Employee's  participation  or share therein being
          determined  by  the  terms,   provisions,   and  requirements  of  the
          respective plans as in effect from time to time.

     7.4  Vacation:

          Employee shall be entitled a vacation on an annual basis for three (3)
     weeks.

8.0  STOCK OPTIONS

     Employee shall be eligible for non-qualified stock options on the terms and
conditions hereinafter stated:

     8.1  Grant of Options:

          (a)  Subject  to the  limitations  set forth in  Section  8.3,  on the
               Effective  Date  Employer  hereby  grants  Employee  the right to
               purchase  an  aggregate  of fifty  thousand  (50,000)  shares  of
               Employer's common voting stock.

          (b)  The options shall be granted in ten (10) increments. Each of such
               options  gives  Employee  the  right to  purchase  five  thousand
               (5,000) shares.

     8.2  Option  Price:  The purchase  price under each option is as forty five
          cents  ($0.45)  per  share,  for an  aggregate  purchase  price of TWO
          THOUSAND  TWO  HUNDRED  FIFTY  DOLLARS  ($2,250.00)  if the  option is
          exercised in its entirety.

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     8.3  Vesting. Options shall vest and become exercisable as follows:

          (a) Five thousand (5,000) shares on February 1, 2002.

          (b) Five thousand (5,000) shares on March 1, 2002.

          (c) Five thousand (5,000) shares on April 1, 2002.

          (d) Five thousand (5,000) shares on May 1, 2002.

          (e) Five thousand (5,000) shares on June 1, 2002.

          (f) Five thousand (5,000) shares on July 1, 2002.

          (g) Five thousand (5,000) shares on August 1, 2002.

          (h) Five thousand (5,000) shares on September 1, 2002.

          (i) Five thousand (5,000) shares on October 1, 2002.

          (j) Five thousand (5,000) shares on November 1, 2002.

     8.4  Right to Exercise. So long as Employee is employed hereunder, Employee
          may  exercise  the vested  portion of his Options at any time prior to
          the fourth year anniversary  following the Effective Date. Any options
          that  are  not  exercised  by  the  earlier  of  i)  the  fourth  year
          anniversary  following  the  Effective  Date,  or  ii)  one  (1)  year
          following  the  Effective  Date  of  Employee's   termination,   shall
          automatically lapse.

     8.5  Payment:  The full  consideration for any shares purchased by Employee
          pursuant to Stock Option shall be paid in cash.

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9.0  PROTECTION AGAINST DISCLOSURE OF CONFIDENTIAL INFORMATION

     9.1  Access  to  Confidential  Information:  The  Employee  recognizes  and
          acknowledges  that he has had and have access to certain  Confidential
          Information  of the  Employer  and that such  information  constitutes
          valuable, special and unique property of the Employer.

     9.2  Breach of Confidentiality Agreement:  Employee and Employer agree that
          a breach of the Confidential  Information shall constitute a breach of
          this Agreement and shall give rise to a Discharge for Cause.

     9.3  Property of  Employer:  All  records,  forms,  supplies or  reproduced
          copies,  provided and  furnished by the Employer to the  Employee,  or
          obtained by the Employee  during the performance of his services under
          this Agreement, shall remain the property of the Employer and shall be
          accounted  for and returned by the  Employee  upon demand of Employer.
          Such records, forms and supplies shall include, but not be limited to,
          such  things  as:   documents;   interoffice   memos;   records,   any
          correspondence,  regardless of the author; notebooks; client lists; or
          any such other  supplies  provided by the  Employer.  It is  expressly
          understood  that the  Employee's  license  to the  possession  of said
          records,  forms or supplies, or any copies thereof, are to fulfill his
          obligations  to the Employer  under this Agreement and he has no other
          right or proprietary interest in those documents.

10.0 WAIVER

     The  failure of the  Employer  and  Employee  at any time to demand  strict
performance by the other of any terms, covenants or conditions set forth herein,
shall not be construed as a continuing  waiver or  relinquishment  thereof,  and
either party may, at any time,  demand  strict and complete  performance  by the
other of said terms, covenants and conditions.

11.0 SIGNIFICANCE OF HEADINGS

     Section and Subsection headings contained herein arc solely for the purpose
of convenience,  and are not in any sense to be given weight in the construction
of this Agreement.  Accordingly, in the case of any question with respect to the
construction  of this  Agreement,  it is to be construed  as though  section and
subsection headings have been omitted.

12.0 EMPLOYER/EMPLOYEE RELATIONSHIP

     This   Agreement   shall   specifically   include   any   employer/employee
relationship.  The Employer shall be responsible for withholding the appropriate
taxes and paying the  appropriate  taxes and other  assessments on the Employee,
pursuant to the regulations promulgated by the related governmental agencies.

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13.0 ENTIRE AGREEMENT

     13.1 Sole Agreement:  This Agreement  contains the parties' sole and entire
          agreement  regarding the subject matter hereof, and supersedes any and
          all other agreements between them.

     13.2 No Other  Representations:  The parties  acknowledge and agree that no
          party has made any  representations  (a) concerning the subject matter
          hereof,  or (b)  inducing  the other party to execute and deliver this
          Agreement,   except  those  representations   specifically  referenced
          herein. The parties have relied on their own judgment in entering into
          this Agreement.

     13.3 No Reliance:  The parties further  acknowledge  that any statements or
          representations that may have been made by either of them to the other
          are void and of no effect.  No party has relied on any such statements
          or representations in dealing with the other(s).

14.0 COOPERATION AND FURTHER ACTIONS

     The  parties  agree to perform  any and all acts and to execute and deliver
any and all  documents  necessary or  convenient  to carry out the terms of this
Agreement.

15.0 NO MODIFICATION OR WAIVERS

     15.1 Must Be Written: Waivers or modifications of this Agreement, or of any
          covenant, condition, or limitation-contained heroin, are valid only if
          in writing. Such writing must be duly executed by the parties.

     15.2 No Use As  Evidence:  One or  more  waivers  or  modifications  of any
          covenant,  term or condition in this  Agreement by any party shall not
          be construed by any other party as a waiver or modification applicable
          to any  subsequent  breach of the same  covenant,  term or  condition.
          Evidence  of any such  waiver or  modification  may not be  offered or
          received in evidence in any  proceeding,  arbitration,  or  litigation
          between the parties arising out of or affecting this  Agreement,  or a
          party's rights or obligations under it. This limitation does not apply
          if the waiver or  modification  is in  writing  and duly  executed  as
          provided above.

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16.0 JOINT PREPARATION

     This Agreement is deemed to have been jointly prepared by the parties,  and
any uncertainty or ambiguity existing in it shall not be interpreted against any
party,  but  rather  shall  be  interpreted  according  to the  rules  generally
governing the interpretation of contracts.

17.0 PROFESSIONAL FEES

     If a lawsuit or other  proceedings  are  instituted by any party to enforce
any of the terms or conditions of this Agreement against any other party hereto,
the prevailing party in such litigation or proceedings shall be entitled,  as an
additional item of damages, to such reasonable attorneys' and other professional
fees (including but not limited to expert witness fees) and court costs or costs
of  such  other   proceedings  as  may  be  fixed  by  any  court  of  competent
jurisdiction,  or other  judicial or  quasi-judicial  body  having  jurisdiction
thereof,  whether  or not such  litigation  or  proceedings  proceed  to a final
judgment or award.

18.0 BINDING UPON SUCCESSORS

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
parties hereto and their respective heirs, legal representatives, successors and
assigns.

19.0 ARBITRATION OF DISPUTES

     In the  event  of any  dispute  under  or  relating  to the  terms  of this
Agreement,  or breach thereof,  it is agreed that the same shall be submitted to
arbitration to the American Arbitration Association  (Association"),  at Boston,
Massachusetts.  The arbitration  shall be conducted in accordance with the rules
promulgated  by that  Association.  Any judgment upon the award  rendered by the
arbitrator(s) may be entered in any court, state or federal, having jurisdiction
thereof.

20.0 SEVERABILITY

     If any part, clause, or condition of this Agreement is held to be partially
or wholly invalid, unenforceable, or inoperative for any reason whatsoever, such
shall not affect any other provision or portion hereof,  which shall continue to
be effective as though such invalid,  inoperative, or unenforceable part, clause
or condition had not been made.

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21.0 GOVERNING LAW AND VENUE

     All questions concerning this Agreement,  its construction,  and the rights
and  liabilities  of the parties  hereto  shall be  interpreted  and enforced in
accordance with the laws of the State of  Massachusetts  as applied to contracts
that are executed and performed  entirely within the state. For purposes of this
Agreement,  sole  and  proper  venue  shall  be the  City of  Boston,  State  of
Massachusetts.

22.0 INTERPRETATION.

     22.1 Section  Headings:   The  section  and  subsection  headings  of  this
          Agreement are included for purposes of convenience only, and shall not
          affect the construction or interpretation of any of its provisions.

     22.2 Capitalized Terms:  Except as otherwise expressly provided herein, all
          capitalized  terms  defined in this  Agreement  shall have the meaning
          ascribed to them herein.

     22.3 Gender and Number:  Whenever  required by the  context,  the  singular
          shall include the plural,  the plural shall include the singular,  and
          the masculine gender shall include the neuter and feminine genders and
          vice versa.

23.0 FACSIMILE NOTICES

     For purposes  hereof,  delivery of written  notice  shall be complete  upon
receipt of electronic  facsimile,  provided that any facsimile notice shall only
be  deemed  received  if (a) the  transmission  thereof  is  confirmed,  and (b)
facsimile  notice is followed  by written  notice,  made either by (i)  personal
delivery thereof,  or (ii) via deposit in regular mail, postage prepaid,  within
three (3)  business  days  following  the  facsimile  notice.  Notices  shall be
addressed to the parties as follows:

         Employer:                        International Wireless, Inc.
                                          Attn:    Stanley A. Young
                                          120 Presidential Way, Suite 310
                                          Woburn, Massachusetts 01801
                                          Phone: (781)(939-7252)
                                          Fax:    (781)(939-7253)

         Employee:                        Attorney Jerry Gruenbaum
                                          54 Hazard Avenue, Suite 270
                                          Enfield, Connecticut 06082
                                          Phone:  (860)(763-4222)
                                          Fax:     (860)(763-4227)

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     Notice  shall be  deemed  given on the date it is sent via  facsimile.  Any
party may change the  address to which to send  notices by  notifying  the other
party of such changes in writing in accordance with this Paragraph.

24.0 TIME OF ESSENCE

     The parties acknowledge and agree that time is strictly of the essence with
respect to each and every term,  condition,  obligation  and  provision  hereof.
Failure  to  timely  perform  any  of  the  terms,  conditions,  obligations  or
provisions  hereof by any  party  shall  constitute  a  material  breach of this
Agreement by the party so failing to perform.

25.0 THIRD PARTY BENEFICIARIES

     No term or provision of this  Agreement is intended to be, or shall be, for
the benefit of any person, firm, organization or corporation not a party hereto,
and no such other person, firm, organization or corporation shall have any right
or cause of action hereunder.

26.0 COUNTERPARTS

     This  Agreement may be executed in several  counterparts,  each of which so
executed shall be deemed to be an original, but such counterparts shall together
constitute and be one and the same instrument.

     IN WITNESS  WHEREOF,  the  parties  hereto have set their hands the day and
year first above written.

                                          INTERNATIONAL WIRELESS INC.
                                          a Delaware corporation

                                          By:/s/ Stanley A. Young
                                             --------------------------
                                             Stanley A. Young
                                          Its:     President

                                          "EMPLOYER"

                                           /s/ Jerry Gruenbaum
                                           ----------------------------
                                          JERRY GRUENBAUM, an individual
                                                              "EMPLOYEE"

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