EXECUTIVE EMPLOYMENT AGREEMENT


          EXECUTIVE EMPLOYMENT AGREEMENT, effective this 1st day of February,
2002 ("Effective Date"), between ePHONE Telecom, Inc. (the "Company") and James
Meadows (the "Executive") to be entitled, Executive Vice President and Chief
Operating Officer.

                                   WITNESSETH

         WHEREAS, the Company wishes to hire the Executive as an employee of the
Company to provide the services hereinafter set forth; and

         WHEREAS,  the Executive is willing to become an employee of the Company
upon the terms and conditions set forth herein.

         NOW  THEREFORE,  in  consideration  of  the  promises  and  the  mutual
agreements contained herein, intending to be legally bound, the parties agree as
follows:

1.       DEFINITIONS

         The following words and terms shall have the meanings set forth below
for the purposes of this Agreement:

         1.1. Affiliates.  "Affiliates" of the Company, or a person "affiliated"
with the Company,  are any persons or entities  which,  directly or  indirectly,
through one or more  intermediaries,  controls or are controlled by or are under
common control with, the persons or entities specified.

         1.2.  Base Salary.  "Base  Salary"  shall have the meaning set forth in
Section 3.1 hereof.

         1.3. Cause. Termination of the Executive's employment for "Cause" shall
mean: (a) failure of the Executive to perform  assigned  duties or to follow the
directives and polices set forth by the President and Chief Executive Officer or
Board of  Directors;  (b)  conduct of the  Executive,  which,  if proven,  would
constitute a crime involving breach of professional ethics or moral turpitude or
a felony of any type; (c) conduct of the Executive which injures the business or
reputation of the Company;  (d) conduct of the Executive  which  compromises the
Executive's  ability to perform his job duties;  (e) actions or omissions on the
part of the Executive that constitute a material breach of any provision of this
Agreement.

         1.4.  Change in  Control  of the  Company.  "Change  in  Control of the
Company"  shall  mean a change  in  control  that is of a nature  that  would be
required to be reported in response to Item 6(e) of Schedule  14A of  Regulation
14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), or any successor thereto,  whether or not the Company is registered under
the Exchange Act; provided that,  without  limitation,  such a change in control
shall be  deemed  to have  occurred  if any  person  or  entity  other  than the
Executive,  the Company,  or any of its Affiliates or associates,  is or becomes
the  "beneficial  owner"  (as  defined in Rule 13d-3  under the  Exchange  Act),
directly or  indirectly,  of  securities of the Company  representing  fifty-one
percent  (51%)  or more of the  combined  voting  power  of the  Company's  then
outstanding securities.

         1.5. Date of Termination. "Date of Termination" shall mean (i) if
the Executive's employment is terminated by reason of the Executive's death, the
date of the Executive's death, (ii) if the Executive's employment is terminated
for Cause or Disability, the date specified in the Notice of Termination, and
(iii) if the Executive's employment is terminated for any other reason, the date
on which a Notice of Termination is given or as specified in such Notice.
<PAGE>

         1.6.  Disability.  Termination of the Executive's  employment  based on
"Disability" shall mean termination of the Executive's  employment because he is
unable to  perform  the  essential  functions  of his  position  with or without
accommodation due to a disability (as such term is defined in the Americans with
Disabilities  Act) for three (3) months in the aggregate  during any twelve (12)
month period.  This  definition  and this Section 1.6 shall be  interpreted  and
applied  consistently  with the Americans with  Disabilities Act, the Family and
Medical Leave Act, and other applicable law.

         1.7.  Notice of  Termination.  With the exception of termination due to
the Executive's death, any purported  termination of the Executive's  employment
by the  Company  for any reason or by the  Executive  for any  reason,  shall be
communicated by a written "Notice of Termination" to the other party hereto. For
purposes of this Agreement,  a "Notice of Termination" shall mean a dated notice
which (i) indicates the specific termination  provision in this Agreement relied
upon, (ii) sets forth in reasonable detail the facts and  circumstances  claimed
to provide a basis for termination of Executive's employment under the provision
so indicated,  (iii)  specifies a Date of  Termination,  which shall be not less
than thirty (30) days after such Notice of Termination  is given,  except in the
case of the Company's termination of Executive's employment for Cause, for which
the Date of Termination may be the date of the notice;  and (iv) is given in the
manner specified in Section 9.2 hereof.

         1.8. Qualifying  Termination.  A "Qualifying  Termination" shall mean a
termination of the  Executive's  employment by the Executive for any reason that
occurs on the effective date of a Change of Control of the Company or within six
(6) full calendar months  following the effective date of a Change of Control of
the Company

2.       EMPLOYMENT

         2.1.  Agreement and Term.  The Company hereby employs the Executive and
the Executive  hereby accepts said  employment and agrees to render  services to
the Company on the terms and conditions set forth in this Agreement. The term of
this Agreement  shall commence on February 1, 2002, and shall continue from that
date until February 1, 2005  ("Expiration  Date") unless  terminated  earlier by
either the  Company or the  Executive  as  hereinafter  provided.  If either the
Company or the Executive  does not wish to renew this Agreement when it expires,
or if either the  Company or the  Executive  wishes to renew this  Agreement  on
different terms than those contained  herein, it or he shall give written notice
of such  intent  to the  other  party  at least  sixty  (60)  days  prior to the
Expiration Date. In the absence of such notice,  this Agreement shall be renewed
on the same  terms and  conditions  contained  herein for a term of one (1) year
from the Expiration Date. The parties expressly agree that designation of a term
and renewal  provisions in this Agreement does not in any way limit the right of
the parties to terminate this Agreement at any time as hereinafter provided.

         2.2. Duties. During the term of this Agreement, the Executive
shall devote his full working time and attention and use his best efforts to
         further the interests of the Company.  The Executive shall perform such
services
for the Company as is consistent with his position and as directed, from time to
time, by the Company. The Executive's initial title shall be Executive Vice
President and Chief Operating Officer. During the term of this Agreement the
Executive may use such titles as assigned and approved by the Company. The
Executive shall not, during the term of the Agreement, be employed or involved
in any other business activity, whether or not such activity is pursued for
gain, profit or other pecuniary advantage, except for volunteer services for or
on behalf of such religious, educational, non-profit and/or other charitable
organization as Executive may wish to serve.

3.       COMPENSATION AND BENEFITS

         3.1.  Base Salary.  The Company shall pay the Executive an initial base
salary of twelve thousand five hundred dollars  ($12,500) per month (one hundred
and fifty  thousand  dollars  ($150,000)  per year)  ("Base  Salary")  until the
Company's  earnings before taxes,  depreciation  and  amortization and excluding
acquisitions  ("EBTDA"),  as determined in accordance  with  generally  accepted
accounting   principles  and  consistent   with  the  Company's  past  practices
("EBTDA"),
<PAGE>

exceeds five hundred  thousand  dollars  ($500,000)  for the year 2002, at which
time the  Company  shall  increase  the  Executive's  Base Salary to one hundred
seventy five thousand dollars ($175,000) per year. Thereafter,  the Company will
review the  Executive's  Base  Salary on December 31 of each year of the term of
the Agreement.

         3.2.  Incentive Bonus. In addition to Base Salary,  for the year ending
December 31, 2002,  the  Executive  shall be eligible  for the  incentive  bonus
described  in Exhibit A,  attached  hereto and  incorporated  by reference as if
fully set forth herein.  For each year  thereafter,  the Company shall establish
the criteria by which the Executive  shall be eligible for an incentive bonus on
or before January 31st of each year of the term of the Agreement.

         3.4. Stock Options.  The Executive  shall be eligible to participate in
any stock option plan  established  by the Board of Directors for  Executives of
the Company in accordance  with the terms of the Company's stock option plan and
the Executive's stock option agreement.

         3.5.  Withholding.  All  payments  required  to be made by the  Company
hereunder to the Executive  shall be subject to the withholding of such amounts,
if  any,  relating  to tax and  other  payroll  deductions  as the  Company  may
reasonably  determine  should be  withheld  pursuant  to any  applicable  law or
regulation.

         3.6. Personnel  Policies & Benefit Plans.  Except as otherwise provided
herein,  the Executive's  employment shall be subject to the personnel  policies
which apply generally to the Company's employees as the same may be interpreted,
adopted,  revised  or  deleted  from  time  to  time,  during  the  term of this
Agreement,  by the  Company  in its  sole  discretion.  During  the  term of the
Agreement, the Executive shall be entitled to participate in any Company benefit
plans on the same basis as other executive  level employees of the Company.  The
Company reserves the right to change,  alter, or terminate  benefits,  plans and
carriers in its sole  direction.  All  matters of  eligibility  for  coverage or
benefits under any health, hospitalization, life, disability, or other insurance
plan, program or policy shall be determined in accordance with the provisions of
the plan,  program, or policy; the Company shall not be liable to the Executive,
his/her family, heirs, executors,  or beneficiaries,  for any payment payable or
claimed to be payable under any such benefit plan, program, or policy.

4.       SUPPORT AND EXPENSES

         4.1.  Office.  The Company shall provide the Executive with secretarial
services and furnished offices in the Herndon,  Virginia area, and in such other
location, if any, in which the Executive hereafter agrees to perform services on
behalf of the Company,  all of which shall be  consistent  with the  Executive's
duties and sufficient for the efficient performance of those duties.

         4.2.  Expenses.  The Company shall reimburse the Executive or otherwise
provide  for or  pay  for  all  pre-approved  reasonable  expenses  incurred  by
Executive in furtherance  of, or in connection with the business of the Company,
subject  to  such  reasonable  documentation  and  other  limitations  as may be
established by the Board of Directors.

5.       TERMINATION

         5.1.  Termination  Due to  Death.  If  the  Executive's  employment  is
terminated by reason of the Executive's death,  compensation pursuant to Section
3.1 of this Agreement shall expire effective the date of the Executive's  death.
The  entitlement  of any  beneficiary  of the  Executive  to benefits  under any
benefit plan shall be determined in accordance with the provisions of such plan.
<PAGE>

         5.2.  Termination  Due to Disability.  The Company shall be entitled to
terminate the  Executive's  employment and this Agreement at any time due to the
Executive's  Disability.  If the  Executive's  employment is  terminated  due to
Disability,  compensation  pursuant  to Section  3.1.  of this  Agreement  shall
terminate effective the Date of Termination.

         5.3. Termination by the Company for Cause. The Company shall be
         entitled to terminate the Executive's  employment and this Agreement at
any time for Cause. If the  Executive's  employment is terminated by the Company
for Cause,
compensation pursuant to Section 3.1. of this Agreement shall terminate
effective the Date of Termination. The entitlement of the Executive to benefits
under any benefit plan shall be determined in accordance with the provisions of
such plan.

         5.4.  Termination by the Company Other Than for Death,  Disability,  or
Cause. The Company shall be entitled to terminate the Executive's employment and
this  Agreement at any time for any reason.  If the  Executive's  employment  is
terminated  by the Company for reasons other than death,  Disability,  or Cause,
and if the Executive executes a general release with language  acceptable to the
Company on or before the  effective  Date of  Termination  and complies with the
provisions of Section 5.8 of this Agreement, the Company shall pay the Executive
an amount equal to six (6) months of the  Executive's  Base Salary in a lump sum
payable  within  fifteen (15) business days following the effective date of such
release or as mutually  agreed by the Company and  Executive.  The Company shall
not be  required  to pay any amount  under  this  Section  unless the  Executive
executes a general  release in a form acceptable to the Company and such release
becomes effective.

         5.5Termination  by the  Executive.  The Executive  shall be entitled to
terminate his employment  and this Agreement at any time for any reason.  If the
Executive  terminates his  employment,  compensation  pursuant to Section 3.1 of
this Agreement  shall expire as of the Date of  Termination.  The entitlement of
the  Executive  to  benefits  under any  benefit  plan  shall be  determined  in
accordance with the provisions of such plan.

         5.6.  Qualifying  Termination.  The  Executive  shall  be  entitled  to
terminate his  employment  and this  Agreement  for a Change in Control.  In the
event of a  Qualifying  Termination,  the  Executive  shall be  entitled  to the
benefits described in Section 5.4 of this Agreement.

         5.7.Cooperation with Company After Termination of Employment. Following
termination of the  Executive's  employment for any reason,  the Executive shall
fully  cooperate  with the Company in all matters  relating to the winding up of
pending  work on  behalf of the  Company  including,  but not  limited  to,  any
litigation  in which the Company is  involved,  and the orderly  transfer of any
such pending work to other Executives of the Company as may be designated by the
Company.

         5.8.  Termination  by  Mutual  Consent.   Notwithstanding  any  of  the
foregoing provisions of this Section 5, if at any time during the course of this
Agreement the parties by mutual consent decide to terminate it, they shall do so
by  separate   agreement   setting  forth  the  terms  and  conditions  of  such
termination.

6.       NON-DISCLOSURE AND AUTHORIZATION TO DEDUCT PAY

         6.1. The parties hereto have entered into a Non-Disclosure,
Non-Competition and Assignment Agreement (NDNCA), which is attached hereto as
Exhibit B, which may be amended by the parties from time to time. The provisions
of the NDNCA are intended by the parties to survive and do survive termination
or expiration of this Employment Agreement.

         6.2. The Executive has also executed simultaneously with this
Agreement the Authorization to Deduct from Pay, which is attached hereto as
Exhibit C.
<PAGE>


7.       EXECUTIVE'S REPRESENTATIONS AND WARRANTIES

         7.1. No Conflict of Interest. The Executive warrants that he is not, to
the best of his  knowledge  and  belief,  involved in any  situation  that might
create,  or appear to create,  a conflict of interest  with loyalty to or duties
for the Company.

         7.2.  Notification of Materials or Documents from Other Employers.  The
Executive  further  warrants  that he has not  brought and will not bring to the
Company  or  use in the  performance  of  responsibilities  at the  Company  any
materials or documents of a former employer that are not generally  available to
the public, unless he has obtained express written authorization from the former
employer and the Company for their possession and use.

         7.3. Notification of Other Post-Employment  Obligations.  The Executive
also understands that, as part of his employment with the Company, the Executive
is not to  breach  any  obligation  of  confidentiality  that  he has to  former
employers,  and agrees to honor all such  obligations to former employers during
employment  with the Company.  The  Executive  warrants that he is subject to no
employment  agreement or restrictive  covenant  preventing  full  performance of
duties under this Agreement.

         7.4. Indemnification For Breach. In addition to other remedies that the
Company  might  have for  breach  of this  Agreement,  the  Executive  agrees to
indemnify  and hold the Company  harmless  from any breach of the  provisions of
this Section 7.

8.       ARBITRATION

         8.1.  Exclusive Remedy.  The parties agree that any dispute between the
parties relating to the Executive's  performance of his obligations herein or to
the  termination  of this  Agreement,  with the  exception  of  Section,  or the
Executive's employment,  including, but not limited to, any claim arising out of
this  Agreement,  claims  under  Title VII of the Civil  Rights Act of 1964,  as
amended,  the Civil Rights Act of 1991, the Age Discrimination in Employment Act
of 1967, the Americans With Disabilities Act of 1990,  Section 1981 of the Civil
Rights Act of 1966,  as amended,  the Family  Medical  Leave Act, the  Executive
Retirement  Income  Security Act, and any similar  federal,  state or local law,
statute,  regulation,  or any common law doctrine,  whether that dispute  arises
during or after  employment  with the exception of any dispute arising out of or
related  to  conduct  defined  in  Section  1.3(b),  Sections  6 and 8, shall be
resolved by arbitration in the Washington,  DC metropolitan  area, in accordance
with the  National  Employment  Arbitration  Rules of the  American  Arbitration
Association,  as modified by the  provisions of this Section 8. The parties each
further agree that the  arbitration  provisions of this Agreement  shall provide
each party with its exclusive remedy,  and each party expressly waives any right
it might have to seek redress in any other forum,  except as otherwise expressly
provided in this Agreement.

         8.2.  Arbitrator's   Authority.   In  reaching  her/her  decision,  the
arbitrator  shall have no authority to add to, detract from, or otherwise modify
any provision of this  Agreement.  The arbitrator  shall submit with the award a
written  opinion,  which shall include  findings of fact and conclusions of law.
Judgment upon the award  rendered by the  arbitrator may be entered in any court
having competent jurisdiction.

         8.3. Effect of Arbitrator's  Decision:  Arbitrator's Fees. The decision
of the  arbitrator  shall be final and  binding  between  the  parties as to all
claims that were or could have been raised in  connection  with the dispute,  to
the full extent permitted by law. In all cases in which  applicable  federal law
precludes a waiver of judicial remedies,  the parties agree that the decision of
the arbitrator shall be a condition  precedent to the institution or maintenance
of any legal,  equitable,  administrative,  or other  formal  proceeding  by the
Executive in connection  with the dispute,  and that the decision and opinion of
the arbitrator may be presented in any other forum on the merits of the dispute.
The  arbitrator's  fees and  expenses and all  administrative  fees and expenses
associated  with the  filing of the  arbitration  shall be paid  equally  by the
parties.
<PAGE>

         8.4.  Indemnification.  In the event that either  party  breaches  this
arbitration  agreement  and attempts to resolve in court claims  covered by this
provision,  they  agree to  indemnify  the other  party for all legal  costs and
attorney's  fees  incurred  to defend  such  action in court and to enforce  the
provisions of the arbitration clause.

         8.5.   Continuing  Nature  of  Agreement  to  Arbitrate.   The  parties
acknowledge and agree that their  obligations  under this arbitration  agreement
survive the  termination of this Agreement and continue after the termination of
the employment relationship between the Executive and the Company.

9.       GENERAL PROVISIONS

         9.1.  Assignment.  The Company may assign this Agreement and its rights
and  obligations  hereunder in whole,  but not in part,  to any Company or other
entity with or into which the Company may hereafter  merge or  consolidate or to
which the Company may transfer all or substantially all of its assets, if in any
such case said Company or other entity shall by operation of law or expressly in
writing assume all  obligations  of the Company  hereunder as fully as if it had
been originally made a party hereto, but may not otherwise assign this Agreement
or its  rights  and  obligations  hereunder.  The  Executive  may not  assign or
transfer this Agreement or any rights or obligations hereunder.

         9.2. Notice. For the purposes of this Agreement,  notices and all other
communications  provided for in this Agreement  shall be in writing and shall be
deemed  to have been duly  given  when  delivered  or  mailed  by  certified  or
registered mail, return receipt requested,  postage prepaid,  if to the Company,
addressed to its corporate headquarters at the time notice is given,  "Attention
Board of  Directors";  if to the  Executive,  addressed  to his home  address as
listed in the Company's records at the time notice is given.

         9.3.  Amendment  and Waiver.  No  provision  of this  Agreement  may be
amended or waived  unless (i) such  amendment or waiver is in writing and signed
by each of the parties hereto.

         9.4.  Non-Waiver  of Breach.  No  failure by either  party to declare a
default due to any breach of any  obligation  under this Agreement by the other,
nor  failure  by either  party to act  quickly  with  regard  thereto,  shall be
considered to be a waiver of any such obligation, or of any future breach.

         9.5.  Severability.  In the event that any provision or portion of this
Agreement,  with the  exception of Sections 2 and 3, shall be  determined  to be
invalid or  unenforceable  for any  reason,  the  remaining  provisions  of this
Agreement shall be unaffected thereby and shall remain in full force and effect.

         9.6.  Governing  Law. To the extent not  preempted  by Federal law, the
validity  and effect of this  Agreement  and the rights and  obligations  of the
parties hereto shall be construed and determined  accordance with the law of the
Commonwealth of Virginia.

         9.7. Entire Agreement.  This Agreement contains all of the terms agreed
upon by the Company and the Executive  with respect to the subject matter hereof
and supersedes all prior agreements, arrangements and communications between the
parties dealing with such subject matter, whether oral or written.

         9.8.  Binding  Effect.  This Agreement  shall be binding upon and shall
inure to the benefit of the transferees,  successors and assigns of the Company,
including   any  Company  or  Company  with  which  the  Company  may  merge  or
consolidate.
<PAGE>

         9.9.   Headings.   Numbers  and  titles  to  Sections  hereof  are  for
information  purposes  only and,  where  inconsistent  with the text,  are to be
disregarded.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed on the date and year first written above.

The Company:                                         ePHONE Telecom, Inc.

                                                     --------------------------
                                                     By:
                                     Title:

The Executive:

                                                     --------------------------
                                                     James Meadows


<PAGE>


                                    EXHIBIT A
                          INCENTIVE BONUS PLAN FOR 2001

The Executive shall be eligible for an incentive bonus for the calendar year
ending December 31, 2002 based on the Company's achievement of the following net
sales:

         Net Sales:                                      Incentive Bonus Amount
         Between $ and $:
         Between $ and $
         Between $ and $
         Over $



The amount of the Company's Net Sales shall be determined for the year ending
December 31, 2002 in accordance with generally accepted accounting principles
and consistent with the Company's past practices. For purposes of this Incentive
Bonus Plan, Net Sales shall be defined as Gross Sales Less Returns and shall not
include any amounts for sales derived by acquisitions. The Company in its sole
discretion shall determine the amount of Net Sales and such determination shall
be final, binding, and conclusive. The entire Incentive Bonus, if any, shall be
payable within thirty (30) days of the Company's receipt of its year-end audited
financial report. The Executive must be employed by the Company at the time the
Incentive Bonus is payable in order to be eligible for the Incentive Bonus.

In the event the Executive's employment is terminated pursuant to Section 5.1,
5.2, 5.4, 5.6 or 5.9 of this Agreement prior to the date the Incentive Bonus is
payable, the amount of the Incentive Bonus, if any, will be prorated for the
number of days that Executive was employed during the fiscal year.





<PAGE>




                                    EXHIBIT B

            NON-DISCLOSURE, NON-COMPETITION AND ASSIGNMENT AGREEMENT



THIS  AGREEMENT  (the  "Agreement")  is  entered  into  on  this  ______  day of
________________,  200__  by  and  between   ___________________________________
("Employee"), and ________ Ltd. (the "Company").

This Agreement shall be effective as of the date of employment of a new
employee, or in the case of a current employee, on the date signed by the
employee ("Effective Date").

                                    RECITALS

WHEREAS, Employee is, or is about to become, an employee of the Company, and
will have access to the Company's private and proprietary information;

WHEREAS, in order to protect the Company's proprietary information, in which the
Company has made a substantial investment, and to protect the Company from
unfair competition involving disclosure of that information, Employee has agreed
to enter into this Agreement;

NOW, THEREFORE, in consideration of continued employment, and other good and
valuable consideration, receipt of which is hereby acknowledged, Employee and
the Company, intending to be legally bound, agree as follows:

1.       Proprietary  Information.  Employee  acknowledges  that Employee has or
         will  have  access to  confidential  Company  proprietary  information,
         including but not limited to, for example:  the operating  systems used
         by the Company and maintenance thereof, information or data relating to
         the  creation,   development,   characteristics,   implementation   and
         marketing  of any  Company  product or service or  business  operation,
         including   without   limitation   methods   of   operation,    product
         capabilities,  product  design,  details of  contacts  with  customers,
         consultants,  suppliers or employees,  customer lists,  the identity of
         customers  and  prospective  customers,  products,  proposed  products,
         former products,  costs,  profit margins,  business plans,  strategies,
         forecasts, unpublished financial information, budgets, projections, the
         identity  of  employees  and their  expertise  and  salaries,  designs,
         drawings,   Inventions  (defined  below),  discoveries,   improvements,
         research or development, test results, specifications,  formulas, data,
         know-how, formats,  copyrights,  trade secrets, software, computer code
         or  files,  marketing  methods,  patents  and/or  patent  applications,
         policies, plans, personnel,  suppliers,  competitors,  markets or other
         specialized information or proprietary matters relating to the business
         of Company ("Proprietary  Information").  Proprietary Information shall
         be broadly defined.  It includes all information that has or could have
         commercial  value or other utility in the business in which the Company
         is engaged or in which it contemplates  engaging.  It also includes all
         information  of  which  the  unauthorized  disclosure  is or  could  be
         detrimental  to the  interests  of the  Company,  whether  or not  such
         information is identified as Proprietary Information by the Company.

         A.       Employee  agrees  to  keep  secret  and  retain  in  strictest
                  confidence all Proprietary Information.  Employee shall not at
                  any time during or after employment, except with the express
<PAGE>

                  prior written consent of the President, directly or indirectly
                  disclose,  communicate or divulge any Proprietary  Information
                  to any person,  or use any  Proprietary  Information,  for the
                  benefit of  him/herself  or any person other than the Company.
                  Employee agrees that this promise shall never expire.

         B.       Employee  acknowledges  that the  Company  would  be  severely
                  damaged if Employee used or disclosed Proprietary  Information
                  for any purpose other than the Company's  authorized  business
                  purposes. To prevent Employee from breaking the promise not to
                  disclose  this  information,  accidentally  or  intentionally,
                  Employee  further  agrees that, for a period of two years from
                  the  termination of Employee's  Company  employment,  Employee
                  will not  accept  any  employment  or engage in any  activity,
                  without  the  Company's  written  consent,  if the  loyal  and
                  complete  fulfillment  of Employee's  duties would  inherently
                  require  Employee to reveal or utilize  trade secrets or other
                  Company  proprietary  information  which Employee has promised
                  not to disclose, as reasonably determined by Company. Employee
                  agrees to discuss such other employment or activities with the
                  President of the Company before undertaking them.

         C.       The restriction  contained in paragraph 1.A shall not apply to
                  any Proprietary Information that (i) was known by the Employee
                  on or prior to the commencement of Employee's  employment with
                  the Company, (ii) was developed by the Employee independently,
                  without the use of any Proprietary  Information of Company, or
                  (iii) on or prior to the Effective  Date,  through no fault of
                  the Employee,  becomes publicly known from another source that
                  is under no  obligation  of  confidentiality  to the  Company.
                  Except as disclosed on Schedule 1 to this Agreement,  Employee
                  does  not  know  anything  about  the  Company's   Proprietary
                  Information,  other than the information he or she has learned
                  from the Company.  Employee has also disclosed on Schedule 1 a
                  complete list of all Inventions (defined below) proprietary to
                  Employee  and  which   Employee  wants  to  exclude  from  the
                  application of this  Agreement.  The Company agrees to receive
                  and hold all such disclosures in confidence.

         D.       Employee  agrees not to remove any  materials  relating to the
                  work  performed  at the  Company  without  the  prior  written
                  permission of the President of the Company. Employee agrees to
                  return all such material  and/or  Proprietary  Information  in
                  Employee's possession to the Company immediately upon request,
                  and in any event  upon  termination  of  employment.  Employee
                  shall  thereafter  make no further  use,  either  directly  or
                  indirectly,   of  any  such   materials   and/or   Proprietary
                  Information.

         E.       All works  prepared,  created or furnished by Employee,  or to
                  which Employee has contributed or contributes  during the term
                  of  his or  her  engagement  by the  Company,  are  and  shall
                  constitute  "works  made for hire"  within the  meaning of the
                  United States Copyright Law, and
<PAGE>

                  accordingly,  all present and future right, title and interest
                  in and to all such works  throughout the world, in any and all
                  media  now known or  hereafter  developed,  including  but not
                  limited to all  copyrights  (and all renewals  and  extensions
                  thereof), shall vest in and belong solely to Company.

         F.       If  any  of  the  works  described  in  Paragraph  E or any of
                  Employee's  contribution(s) thereto shall not, for any reason,
                  at any time, qualify as "works made for hire," Employee hereby
                  irrevocably assigns and conveys to the Company all present and
                  future  right,  title and  interest  in and to all such works,
                  throughout  the  world,  in any and all  media  now  known  or
                  hereafter   developed,   including  but  not  limited  to  all
                  copyrights  therein (and all renewals and extensions  thereof)
                  along  with  all  causes  of  action,   including   those  for
                  infringement,  known or  unknown,  which have  accrued or will
                  accrue, from the conception or creation of each such work.

         G.       Without  limiting the scope of the foregoing,  Employee hereby
                  assigns, transfers and conveys to the Company all right, title
                  and interest  throughout  the world,  in any and all media now
                  known  or  hereafter  developed,  in and  to all  information,
                  concepts,   matter  or  material  which  Employee   conceives,
                  creates, develops or contributes to, including but not limited
                  to any and all ideas,  designs,  inventions  and/or patentable
                  matter  created or  conceived  by  Employee  during his or her
                  engagement by Company,  along with all causes of action, known
                  or  unknown,  which  have  accrued  or will  accrue,  from the
                  conception or creation of any or all of the foregoing.

         H.       Employee further agrees to disclose to the Company in writing,
                  within 30 days of discovery,  development or  production,  any
                  and all inventions, discoveries,  developments,  improvements,
                  designs,  processes,  techniques,  know-how,  data,  works  of
                  authorship  or  other  tangible  work  product,  and  original
                  materials,  whether or not  patentable or  registerable  under
                  copyright or similar  statutes,  made,  conceived,  reduced to
                  practice, or learned by Employee (either alone or jointly with
                  others) during the period of his or her  employment,  that are
                  related to or useful in the business of the Company,  or which
                  result  from or are  related to tasks  assigned to Employee by
                  the Company or the use of  premises,  equipment  or  materials
                  owned,  leased,  or otherwise  acquired or used by the Company
                  (all of the foregoing are referred to herein as "Inventions").
                  Employee acknowledges and agrees that all Inventions belong to
                  and shall be the sole  property  of the  Company  and shall be
                  Inventions  of the Company  subject to the  provisions of this
                  Agreement.  Employee  irrevocably  assigns to the  Company all
                  right, title, and interest Employee may have or may acquire in
                  and  to  all  Inventions,   including,   without   limitation,
                  copyright,  trademark,  trade secret, patent, and work rights,
                  along with all causes of action, known or unknown,  which have
                  accrued or will accrue, from the conception or creation of any
                  or all of the foregoing. Employee acknowledges and agrees that
                  no rights relating to any Invention are reserved to Employee.
<PAGE>

         I.       Employee  agrees to sign and  deliver to the  Company  (either
                  during or after his or her employment) such other documents as
                  the  Company  considers  desirable  to  evidence or effect the
                  assignment  of  all  rights  of  Employee,   if  any,  in  any
                  Inventions to the Company and the Company's  ownership of such
                  Inventions.  In the  event  the  Company  is  unable to secure
                  Employee's  signature on any document  necessary to apply for,
                  prosecute,  obtain, or enforce any patent, copyright, or other
                  right or protection relating to any Invention,  whether due to
                  mental   incapacity  or  any  other  cause,   Employee  hereby
                  irrevocably  designates  and  appoints the Company and each of
                  its duly  authorized  officers  and agents as his or her agent
                  and  attorney-in-fact,  to act for and in his behalf and stead
                  to  execute  and file any such  documents  and to do all other
                  lawfully permitted acts to further the prosecution,  issuance,
                  and  enforcement  of patents,  copyrights,  or other rights or
                  protections  with the same force and effect as if executed and
                  delivered by the Employee.

         J.       Employee  will not disclose to the Company,  or use, or induce
                  the  Company  to use,  any  proprietary  information  or trade
                  secrets of others. Employee represents and warrants that he or
                  she has returned all  property  and  confidential  information
                  belonging to others,  and that all works prepared,  created or
                  furnished by Employee, or to which Employee has contributed or
                  contributes  during  the  term  of his or  her  engagement  by
                  Company,  have been and shall be original and do not and shall
                  not  infringe  or violate  the  rights of any other  person or
                  entity  under  any  laws,  including  but not  limited  to any
                  copyright,   trademark,   trade  secret  and/or  patent  laws,
                  anywhere in the world.

         K.       Employee  shall  indemnify,  defend and hold the Company,  its
                  employees,   officers,  directors,  agents,   representatives,
                  licensees and customers (including,  without limitation, other
                  staff  members of Company)  harmless  from and against any and
                  all losses,  costs,  expenses and fees  (including  reasonable
                  attorneys' fees) arising from or in connection with any direct
                  or  third-party  claim(s),  action(s) or  proceeding(s)  which
                  arise in  connection  with a knowing,  intentional  act by the
                  Employee  which results in an actual or  threatened  breach of
                  Employee's warranties,  representations or covenants set forth
                  herein.  Without  in any way  limiting  the  foregoing,  it is
                  expressly  understood  and agreed that Company  shall have the
                  right,  but not the  obligation,  to retain counsel of its own
                  choice  in  connection  with  any such  third-party  claim(s),
                  action(s) or proceeding(s).

2.       Covenant Not to Solicit  Employees.  Employee agrees not to solicit for
         employment (or to assist with such solicitation), or to hire (including
         employment as a full-time or part-time employee or as a consultant) any
         employee or former  employee  of the  Company,  for a six-month  period
         after the termination of Employee's  employment  with the Company.  The
         restrictions  set forth in this paragraph apply to the  solicitation or
         hiring of any  person  who is,  or within  the six  months  before  the
         termination of Employee's employment,  was an employee or consultant of
         the Company.
<PAGE>

3.       Covenant Not to Solicit  Customers.  Employee agrees not to solicit (or
         to assist with such solicitation) any customer or client of the Company
         to forego  purchasing the Company's  products or services and/or switch
         to another company's products or services,  for a one year period after
         the  termination  of Employee's  employment  with the Company.  For the
         purpose of this paragraph,  the terms  "customer" and "client"  include
         any person, private entity or governmental entity (or employee or agent
         thereof), within or outside the United States of America, with whom the
         Company does or has done  business,  to whom the Company's  products or
         services have been provided or sold, whom the Company has solicited for
         funds,  and/or to whom the Company is making, has made, or plans or has
         planned to make business  contacts or sales calls,  within the one year
         before the  termination  of  Employee's  employment,  and with whom the
         Employee has had direct or indirect contact or whose business  Employee
         has worked on or supervised.

4.       Covenant  Not to  Compete.  During the term of the  Employee's  Company
         employment,  the  Employee  shall not  engage in any way,  directly  or
         indirectly,  in any activities or business in  competition  with or any
         way  detrimental  or  adverse  to the  Company,  its  business,  or its
         operations.  Employee  agrees that for six months after the termination
         of  Employee's  Company  employment,  Employee  (including  any  entity
         controlled  by Employee,  and any agent or employee of Employee)  shall
         not compete with the Company,  or, directly or indirectly,  own, manage
         or control, or participate in the ownership,  management, or control of
         any  corporation,  partnership,  proprietorship,  firm,  association or
         other business  entity which  competes with the Company,  without first
         obtaining  the prior  written  consent of the President of the Company.
         Expiration  of the six  month  period  herein  shall in no way limit or
         abridge any  proprietary  or other rights which the Company may have in
         law or in equity.

5.       Injunctive  Relief.  Employee expressly agrees and understands that any
         breach by Employee of this Agreement will result in irreparable harm to
         the Company,  and that the damages  flowing from such breach  cannot be
         adequately  measured  in monetary  terms.  Employee  further  expressly
         acknowledges  that the remedy at law for any breach by Employee of this
         Agreement  will be  inadequate.  Accordingly,  it is  agreed  that  the
         Company  shall  be  entitled,   among  other  remedies,   to  immediate
         injunctive relief, including a temporary restraining order, preliminary
         injunction  and permanent  injunction for any such breach or threatened
         breach. In addition to this injunctive relief, a breach of any covenant
         of  Employee  contained  herein  shall also give rise to such  monetary
         damages as are available in law or equity.

6.       No Hardship on Employee.  Employee has carefully  considered the nature
         and  extent  of the  restrictions  upon him or her and the  rights  and
         remedies  conferred upon the Company under this  Agreement,  and hereby
         acknowledges  and  agrees  that  the same  are  reasonable  in time and
         territory,  are designed to eliminate  unfair  business  practices that
         otherwise would be unfair to Company, are fully required to protect the
         legitimate  interests  of the Company and do not confer a benefit  upon
         the Company disproportionate to the detriment imposed upon Employee.

7.       Prior Commitments. Employee has no other agreements,  relationships, or
         commitments to any other person or entity that conflict with Employee's
         obligations to the Company under this Agreement.

8.       Severable  Provisions.  The provisions of this Agreement are severable,
         and if any one or more  provisions  may be  determined to be illegal or
         otherwise unenforceable,  in whole or in part, the remaining provisions
         or parts thereof shall nevertheless be binding and enforceable.
<PAGE>

         In  the  event  that  any   provision  of  this   Agreement  is  deemed
         unenforceable, the Company and Employee agree that a court of competent
         jurisdiction  shall reform such  provision  to the extent  necessary to
         cause it to be enforceable to the maximum extent  permitted by law. The
         Company agrees that they desire the court to reform such provision, and
         therefore agree that the court will have jurisdiction to do so and that
         they will abide by what the court determines.

9.       Assignment.  Employee's  duties  under  this  Agreement  shall  not  be
         assignable or delegable by Employee  without the prior written  consent
         of the Company.

10.      Binding  Agreement.  The  rights and  obligations  of the  Company  and
         Employee under this  Agreement  shall inure to the benefit of and shall
         be binding upon the successors  and assigns of the Company,  and to the
         extent   legally   permissible,   to  and   upon   the   heirs,   legal
         representatives and assigns of Employee.

11.      Waiver.  Any party's  failure to enforce any provision or provisions of
         this  Agreement  shall not in any way be  construed  as a waiver of any
         such  provision,  nor prevent that party  thereafter from enforcing any
         provision of this Agreement.  The rights granted the parties herein are
         cumulative  and the  waiver by a party of any single  remedy  shall not
         constitute  a waiver of such  party's  right to assert any other  legal
         remedies.

12.      Governing Law. This Agreement is made in Virginia and shall be governed
         and construed according to the laws of the Commonwealth of Virginia.

13.      Entire  Agreement.  This  Agreement  constitutes  the sole  and  entire
         agreement  of the parties with  respect to the subject  matter  hereof,
         supersedes  all prior  understandings  and  agreements  relating to the
         subject matter hereof and may not be modified except in writing, signed
         by all parties.

14.      Attorneys' Fees. In the event either party hereto finds it
         necessary to employ legal counsel or to bring an action at law or other
         proceeding against the other party to enforce any of the terms,
         covenants or conditions hereof, the party prevailing in any such action
         or other proceeding shall be paid all reasonable attorneys' fees by the
         other party as well as costs.

15.      Consideration.  Employee  acknowledges  that  he or she  has  not  been
         promised,  and shall not claim,  any additional or special  payment not
         set forth  specifically  herein,  for compliance with the covenants and
         agreements contained herein.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement. Employee
acknowledges that he or she has read and understands this Agreement.





Witnessed by:                                   EMPLOYEE:

---------------------------------               ------------------------------




--------------------------------                -----------------------------
(Print Full Name)                               (Print Full Name)






                                                    COMPANY



                                                    By:
                                                    ---------------------------


<PAGE>




                                   Schedule 1





Prior Knowledge of Company's Proprietary Information




















Excluded Inventions






<PAGE>



                                    EXHIBIT C


TO:      ePhone Telecom, Inc.
         1145 Herndon Parkway
         Herndon, Virginia 20170

RE:      Authorization to Deduct from Pay

The undersigned, James Meadows (Employee), hereby confirms that:

1)       That he has accepted a position as an employee of ePhone Telecom,  Inc.
         ("ePhone"); and

2)       Employee  acknowledges  that during the course of his employment ePhone
         will  provide  him with the  equipment  and other  tools  necessary  to
         perform his duties, including, but not limited to, computing equipment,
         cell phone, pager, credit or calling cards (the "Business Tools"),  all
         of which  are and  shall  remain  the sole and  exclusive  property  of
         ePhone,  notwithstanding  that  Employee  may be  responsible  for  the
         settling  of all  balances  with any third party  vendors who  provided
         services for any of the Business Tools;

3)       Employee  acknowledges  and  agrees  that he shall  return  any and all
         Business Tools and repay any  outstanding  balances due on any accounts
         associated with the Business Tools, upon termination of employment with
         ePhone, regardless of the circumstances of such termination.

4)       In the event that  Employee  fails to return any or all of the Business
         Tools or to satisfy any associated accounts as of the effective date of
         his  termination,   ePhone  shall  be  entitled,  and  Employee  hereby
         expressly  authorizes  ePhone,  to  withhold  from and  offset  against
         Employee's pay, including regular pay, vacation pay, bonuses, severance
         pay or other  compensation,  any amounts due ePhone from Employee.  For
         the purposes  hereof,  the value of equipment  not returned by Employee
         shall be calculated based on its book value as consistently  applied by
         ePhone to its other business equipment. ePhone shall be entitled to use
         such  funds to pay the  outstanding  balances  of any  credit  or other
         accounts  for  which  ePhone is a  guarantor  or  otherwise  ultimately
         liable,  even if such  accounts  are not  overdue as of the  Employee's
         termination date.

5)       Nothing  contained  herein  shall be deemed to be a waiver of  ePhone's
         rights to pursue  Employee for any balance owing to ePhone for Business
         Tools after  application of all wages or other payments due Employee on
         termination.

This authorization is made in favor of ePhone this ____ day of _________, 20___
by:


----------------------------------------
Employee Signature

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Printed Name