Exhibit 10.2               Employment Agreement by CBQ, Inc. and Howard Ullman



                              EMPLOYMENT AGREEMENT

            EMPLOYMENT  AGREEMENT,  dated as of April 18, 2004,  between  Howard
Ullman,  a natural person  ("Executive")  and CBQ, Inc., a Colorado  corporation
("Employer" or the "Company"),  with its principal  executive offices located at
12535 Orange Drive,  #613, Davie,  Florida 33330.  Executive and the Company may
hereinafter  also be referred to individually  as a "party" and  collectively as
the "parties".

            In   consideration   of  the  premises  and  the  mutual   covenants
hereinafter set forth,  the  sufficiency of which is hereby  acknowledged by the
parties, the parties hereby agree as follows:

1. Employment of the Executive

            Employer  hereby agrees to employ  Executive  and  Executive  hereby
agrees to be and remain in the employ of Employer,  as Chief  Executive  Officer
and President of Employer, upon the terms and conditions hereinafter set forth.

2. Employment Period

            The  term  of  Executive's  employment  under  this  Agreement  (the
"Employment  Period") shall commence December 1, 2003 (the "Commencement  Date")
and,  subject to earlier  termination as provided  herein,  shall continue for a
period of FIVE (5) years (the "Initial  Period")  after the  Commencement  Date.
Unless earlier  terminated,  at the end of the Initial Period,  the parties will
determine  whether or not to renew this  Agreement and, if so, on what terms and
conditions.

3. Duties and Responsibilities

            (a) During the Employment Period, Executive (i) shall have the title
of Chief  Executive  Officer and  President  (ii) shall devote his full business
time and  attention  and  expend  his best  efforts,  energies  and  skills on a
full-time  basis to the  business  of the  Company,  and shall not engage in any
other  activity that would  interfere  with the  performance of his duties under
this  Agreement,  excluding  endeavors  related to the community,  his faith and
other  charitable   functions  which  do  not  materially   interfere  with  the
performance of his duties  hereunder)  and (iii) shall perform such duties,  and
comply with all reasonable directions and instructions of the Company's Board of
Directors.

            (b) During the Employment Period, Executive's  responsibilities will
include all duties and tasks  customarily  and  typically  performed  by a chief
executive and president of a small public  company  engaged in the same business
of the Company as well as those  duties set forth in the  Company's  By-Laws and
those duties  reasonably  assigned to the  Executive by the  Company's  Board of
Directors.  Such  duties  shall  include  active  marketing  and sales  work and
business development work.

            (c) During the Employment Period, Executive will report only to the
Company's  Board of Directors in regard to those  responsibilities  set forth in
Paragraph 3.(b) above.

4. Compensation

            (a) For all  services  rendered  and  required  to be  rendered  by,
covenants of and restrictions in respect to the Executive, under this Agreement,
Employer  shall pay to  Executive  during  and with  respect  to the  Employment
Period,  and  Executive  agrees to accept a base  salary  computed  at a rate of
$200,000 per annum ("Base  Salary"),  payable on a biweekly  basis in accordance
with the Employer's standard payroll practices. In addition, on the Commencement
Date,  Executive will be eligible to participate in the Company's  stock benefit
plans.  If the Base  Salary of the  Executive  is deferred  for any reason,  the
Executive may, at his option,  elect to receive shares of Company's common stock
in lieu of cash  compensation  for all or part of any deferred Base Salary.  The
shares of Company common stock shall be valued on the basis of the  then-current
closing bid price for the  Company's  common stock on the date prior to the date
on which  Executive  elects to accept  shares of  Company  common  stock for the
designated  portion of the  deferred  Base  Salary.  The shares  issued shall be
restricted securities under Rule 144, as promulgated under the Securities Act of
1933, as amended, but shall be entitled to piggyback registration rights.

            (b) In each calendar year of the Initial Period, Executive will also
be granted  nonqualified  options  to  purchase  at least  100,000  shares  (the
"Options") of the common stock of the Company.  The Options  agreements  will be
subject to the Company's  stock option plan and contain the terms and conditions
determined by the  Company's  Compensation  Committee,  which will be consistent
with the terms and  conditions  of stock option  grants made to other  executive
officers of the  Company.  The strike  price of the options  will be the closing
(Bid) price of the  Company's  common stock at the close of business on the date
prior to the date on which such grants are made to the other executive  officers
by the Compensation  Committee of the Company's Board of Directors  (which,  for
calendar 2004 is scheduled to take place on May 1, 2004).

            (c) Executive will receive a one-time  grant of 1,000,000  shares of
the common stock of the Company as restricted  shares,  which  restrictions will
lapse if, and only if, the  Company  has met its fiscal  2004  operating  income
threshold and Executive has not been terminated prior to January 1, 2005.

            (d) Effective on the Commencement  Date,  Executive will be entitled
to participate in any of the Company's  health benefit plans,  together with the
Company's  Executive vacation policy,  deferred  compensation plan, stock prices
and similar plans in effect from time to time.

5. Termination of Employment Period; Change of Control

      5.1 Employer  may, at any time during the  Employment  Period by notice to
Executive  (the  "Termination  Notice"),  terminate  the  Employment  Period for
"Cause" effective  immediately.  The Termination  Notice shall specify the Cause
for  termination.  In such an  event,  Executive  shall not be  entitled  to any
compensation  or other  amount  from the  Company  from  the  effective  date of
termination. For purposes hereof, for "Cause" means:

                  (a) Executive is convicted of a felony  involving  dishonesty,
fraud or breach of trust, with all appeal rights exhausted or barred; or

                (b) Executive engaged in wrongful conduct  materially  injurious
to the Company;  provided that such conduct was not  undertaken at the direction
of, or with the approval of, the Board;  further provided that in the event that
the  wrongful  conduct is capable of being cured,  Executive  shall have 30 days
from his receipt of the Termination Notice to cease or cure such conduct.

      5.2 The Company may terminate  this Agreement at any time, by delivering a
notice to Executive,  without Cause,  effective 90 days after Executive receives
such notice in accordance with the terms hereof.  In such an event,  Executive's
sole remedy shall be:

                  (a) to collect  all unpaid  Base  Salary and all  unreimbursed
expenses payable for all periods through the effective date of termination; plus

                  (b) if such  termination  occurs in and only in the first year
of the Initial Period (i.e., in calendar 2004), the sum of $750,000; plus

                  (c) a severance payment in the sum of 12 months of Executive's
then Base Salary;

(the sum of paragraphs  5.2 (a), (b) and (c) being  collectively  referred to as
the "Severance  Payment").  The Severance Payment will be due and payable on the
effective  date of the  termination  of this  Agreement.  In the event  that the
Severance  Payment,  all Base  Salary and all other  amounts  due  hereunder  to
Executive are not paid in full on such date, Executive will continue to earn his
Base Salary until all such amounts are paid in full.

      5.3 (a) In the event Executive  becomes totally  disabled or disabled such
that he is rendered unable to perform  substantially all of his usual duties for
Company,  and if such disability shall persist for a continuous period in excess
of six months,  or an aggregate period in excess of six months in any one fiscal
year,  Company  shall  have the right at any time  after the end of such  period
during continuance of Executive's disability by the delivery of not less than 30
days' prior  written  notice to Executive to  terminate  Executive's  employment
under this Agreement whereupon the applicable  provisions of Paragraph 5.4 below
shall apply.

                  (b) For purposes of this  Agreement,  if Executive and Company
shall  disagree as to whether  Executive is totally  disabled,  or disabled such
that he is rendered unable to perform  substantially all of his usual duties for
Company  as set  forth  above,  or as to the  date  at  which  time  such  total
disability  began,  the decision of a licensed  medical  practitioner,  mutually
agreed  upon by the  parties,  shall be  binding  as to both  questions.  If the
parties  cannot agree as to the identity of the licensed  medical  practitioner,
Executive  shall select a licensed  medical  practitioner  of his choice and the
Company  shall select a licensed  medical  practitioner  of its choice.  The two
licensed medical practitioners so selected shall select a third licensed medical
practitioner,  which  third  individual  shall  resolve  either  or  both of the
questions  referred  to above and which  resolution  shall be  binding  upon the
parties.

      5.4 If Executive's employment with the Company is terminated on account of
Executive's disability as provided for in Paragraph 5.3 above or on account of
Executive's   death,   then  Executive  (or   Executive's   estate  or  personal
representative,  as applicable)  shall only be entitled to receive,  and Company
shall pay to Executive (or  Executive's  estate or personal  representative,  as
applicable) the following amounts:

                  (a) all  unpaid  Base  Salary  and all  unreimbursed  expenses
payable for all periods through the effective date of termination; plus

                (b) the sum of eighteen months of Executive's then Base Salary.

            5.5 If  Executive's  employment  with Company is terminated  for any
reason,  Company will have no right of offset,  nor will  Executive be under any
duty or obligation  to seek  alternative  or  substitute  employment at any time
after the effective date of such  termination or otherwise  mitigate any amounts
payable by Company to Executive.

            5.6 Executive shall have the right by the delivery of written notice
to Company  within 30 days after either of the events  herein below set forth in
Subparagraphs  (a) or (b) to terminate his  employment  under this Agreement and
receive the Severance Payment as a result of "Constructive  Termination  without
Cause."  Constructive  Termination  without Cause shall mean  termination by the
Executive of his employment  following the occurrence of either of the following
events without Executive's written consent:

                  (a) Executive's being asked to report to anyone other than the
Board of Directors of the Company;

                  (b)  Company  hires  a Chief  Operating  Officer  without  the
Executive's consent;

                  (c) a material diminution in Executive's duties; or

                  (d)  if  Executive's  principal  place  of  business  for  the
performance  of his  duties is  changed  to a  location  more than 75 miles from
Davie, Florida.

Any such  Severance  Payment will be in addition to any salary or other payments
due you through the effective date of such termination.

6. Location of Executive's Activities

      Executive's  principal  place of business in the performance of his duties
and obligations under this Agreement shall be at Employer's place of business in
Davie, Florida. Notwithstanding the preceding sentence, Executive will engage in
such  travel  and  spend  such  time in  other  places  as may be  necessary  or
appropriate in furtherance of his duties hereunder at the Employer's expense.

7. Miscellaneous

      7.1  Notices.  All  notices,   requests,   demands,  consents,  and  other
communications  required or permitted to be given or made hereunder  shall be in
writing  and  shall be deemed to have  been  duly  given  and  received,  (i) if
delivered  by hand,  the day it is so  delivered,  (ii) if mailed via the United
States  mail,  certified  first  class mail,  postage  prepaid,  return  receipt
requested,  five  business  days  after  it is  mailed,  or  (iii)  if sent by a
nationally  recognized  overnight  courier for next business day  delivery,  the
business  day  after  it is sent,  to the  party to whom the same is so given or
made,  at the address of such party as set forth at the head of this  Agreement,
which  address may be changed by notice to the other party  hereto duly given as
set forth herein, with copies delivered as follows:

            (a) if to Executive:





            (b) if to the Company:

                CBQ, Inc.
            12535 Orange Drive, #613
            Davie, Florida  33330
            ATTN: Secretary

With a copy to: Paul W. Richter, Esq., 7759 Desiree Street, Alexandria, VA 22315

        7.2 Governing Law;  Jurisdiction.  This agreement  shall be governed by,
and construed and enforced in accordance  with, the  substantive  and procedural
laws of the State of  Florida.  Each  party  hereby  irrevocably  submits to the
exclusive  jurisdiction  of the state and  federal  courts  located  in  Broward
County, Florida, and waive any claim based upon forum non-conveniens.

      7.3 Headings.  All descriptive headings in this agreement are inserted for
convenience  only  and  shall be  disregarded  in  construing  or  applying  any
provision of this Agreement.

      7.4 Counterparts.  This Agreement maybe executed in counterparts,  each of
which  shall  be  deemed  to be an  original,  but all of which  together  shall
constitute one and the same instrument.

      7.5 Severability.  If any provision of this Agreement, or part thereof, is
held to be unenforceable, the remainder of such provision and this Agreement, as
the case may be, shall nevertheless remain in full force and effect.
      7.6 Entire  Agreement  and  Representation.  This  Agreement  contains the
entire agreement and  understanding  between Employee and Executive with respect
to the subject matter  hereof.  This  Agreement  supersedes any prior  agreement
between the parties  relating to the subject matter hereof.  Except as otherwise
provided  herein,  this Agreement  cannot be changed or terminated  except by an
instrument in writing signed by the parties hereto.

      7.7 Binding  Effect.  This Agreement  shall be binding upon, and insure to
the benefit of, each parties' successors, transferees, heirs and assigns.

      7.8 Confidentiality;  Disclosure of Information.  (a) Executive recognized
and  acknowledges  that he will have  access  to  Confidential  Information  (as
defined  below)  relating to the  business or interests of Company or of persons
with whom Company may have business relationships. Except as permitted herein or
as may be approved by Company from time to time,  Executive  will not during the
Employment Period or at any time thereafter, use or disclose to any other person
or entity,  any  Confidential  Information  of Company  (except as  required  by
applicable  law or in connection  with  performance  of  Executive's  duties and
responsibilities  hereunder).  If  Executive  is  requested  or becomes  legally
compelled to disclose any of the Confidential  Information,  he will give prompt
notice  of such  request  or legal  compulsion  to  Company.  Company  may waive
compliance  with this  Paragraph  7.8(a) or will  provide  Executive  with legal
counsel at no cost to Executive to seek an appropriate remedy;  provided however
Executive may disclose any Confidential Information in the event notwithstanding
all such efforts of the Company and such legal counsel Executive if compelled by
court  order to do so. The term  "Confidential  Information"  means  information
relating to Company's business affairs,  proprietary technology,  trade secrets,
patented processes,  research and development data, know-how, market studies and
forecasts,  competitive analyses, pricing policies,  executive lists, employment
agreements  (other than this  Employment  Agreement),  personnel  policies,  the
substance  of  agreements  with  customers,   suppliers  and  others,  marketing
arrangements,  customer lists, commercial arrangements, or any other information
relating to Company's  business which is treated as  confidential or proprietary
by Company in accordance  with its  policies.  Notwithstanding  the  immediately
preceding  sentence,  the provisions of this Paragraph 7.8(a) shall not apply to
any information that (1) is in the public domain; (2) is or becomes available to
the public other than as a result of a  disclosure  by Executive in violation of
this  Paragraph  7.8(a);  (3) was  available to Executive on a  non-confidential
basis prior to the date of this Employment  Agreement;  (4) was already lawfully
in Executive's possession prior to the date of this Employment Agreement; or (5)
becomes available to Executive on a  non-confidential  basis from a source other
than Company. This obligation shall continue until such Confidential Information
becomes  publicly  available,  other than pursuant to a breach of this Paragraph
7.8(a) by the  Executive,  regardless of whether the  Executive  continues to be
employed by the Company.

                  (b) It is further  agreed and  understood  by and  between the
parties to this Agreement that all "Company  Materials," which include,  but are
not limited to, computers,  computer software, computer disks, tapes, printouts,
source,  HTML  and  other  codes,  flowcharts,  schematics,  designs,  graphics,
drawings,   photographs,   charts,  graphs,  notebooks,  customer  lists,  sound
recordings, other tangible or intangible manifestation of content, and all other
documents whether printed,  typewritten,  handwritten,  electronic, or stored on
computer disks,  tapes,  hard drives,  or any other tangible medium,  as well as
samples,  prototypes,  models,  products  and the like  shall  be the  exclusive
property  of Company  and,  upon  termination  of  Executive's  employment  with
Company,  and/or upon the request of Company,  all Company Materials,  including
copies  thereof,  as well as all  other  Company  property  then in  Executive's
possession or control, shall be returned to and left with Company.

      7.9  Indemnification.  Company  recognizes that the activities  within the
scope of Executive's  employment  creates the potential in some jurisdictions of
civil or even criminal actions being brought against  Executive.  To the fullest
extent  permitted by law,  Company  shall  indemnify,  defend,  protect and hold
Executive  harmless  from and  against all  claims,  demands,  causes of action,
actions,  suits,  costs,  damages,  penalties,  fines,  liabilities,  losses and
expenses, whether civil or criminal,  including, without limitation,  reasonable
attorneys' and  consultant's  fees and expenses arising out of or resulting from
the   performance  of  Executive's   duties  within  the  scope  of  Executive's
employment.  Company  will  include  Executive  as a named  insured on Company's
directors and officers liability policy.

      7.10 Non-Competition and Non-Solicitation

            Executive  acknowledges that Company has invested  substantial time,
money  and  resources  in the  development  and  retention  of its  Confidential
Information  (including  trade  secrets),   customers,   accounts  and  business
partners,  and  further  acknowledges  that  during  the  course of  Executive's
employment  with Company,  Executive will have access to Company's  Confidential
Information  (including  trade secrets),  and will be introduced to existing and
prospective customers,  vendors, cable operators, accounts and business partners
of  Company.  Executive  acknowledges  and  agrees  that any and all  "goodwill"
associated with any existing or prospective  customer,  vendor,  cable operator,
account or business partner belongs exclusively to Company,  including,  but not
limited to, any goodwill  created as a result or direct or indirect  contacts or
relationships  between  Executive  and any  existing or  prospective  customers,
vendors,  cable  operators,  accounts or business  partners.  Additionally,  the
parties  acknowledge and agree that Executive possesses skills that are special,
unique or  extraordinary  and that the value of Company  depends upon his use of
such skills on its behalf.

            In recognition of this, Executive covenants and agrees that:

            (a) During Executive's employment with Company, Executive may not,
without  prior  written  consent of Company  (whether  as an  executive,  agent,
servant, owner, partner,  consultant,  independent  contractor,  representative,
stockholder,  or in any other  capacity  whatsoever)  perform any work  directly
competitive  in any way to the  business of Company or a  substantially  planned
business that Executive is aware of during  Executive's  employment with Company
on behalf of any entity or person other than Company (including Executive).

            (b) During  Executive's  employment  with  Company  and for one year
thereafter,  Executive may not notice, solicit or encourage any Company employee
to leave the employ of the Company or any  independent  contractor  to sever its
engagement with Company, absent prior written consent from Company.

            (c) During  Executive's  employment  with  Company  and for one year
thereafter,  Executive  may not,  directly  or  indirectly,  entice,  solicit or
encourage  any  customer  or  prospective  customer  of Company  to cease  doing
business  with  Company,  reduce its  relationship  with Company or refrain from
establishing or expanding a relationship with Company.

      7.11 Non-Disparagement; Non-Disclosure

            (a)  Executive and Company  hereby agree that during the  Employment
Period and all times  thereafter,  neither  Executive  or Company  will make any
public  statement,  or engage in any conduct,  that is  disparaging to the other
party or, in the case of Company, any of its Executives, officers, directors, or
shareholders  known to Executive,  including,  but not limited to, any statement
that  disparages  the  products,   services,   finances,   financial  condition,
capabilities or other aspect of the business of Company and the  capabilities of
Executive.  Notwithstanding  any term to the contrary herein,  neither Executive
nor  Company  shall be in breach of this  Paragraph  7.11 for the  making of any
truthful statements under oath.

            7.12  Representations  and Warranties.  The execution,  delivery and
performance  of this  Agreement by the Company has been duly  authorized  by all
necessary  corporate  action of the Company and this Agreement  constitutes  the
legal,  valid and binding  obligation  or the Company,  enforceable  against the
Company in accordance with its terms.

            IN WITNESS  WHEREOF,  the  parties  have  executed  this  Employment
Agreement as of the date first above written.

CBQ, Inc., a Colorado corporation


By:_______________________________________

         Name/Title:___________________________________________



Howard Ullman


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Signature



WITNESS NAME:_______________________________________


Witness Signature:__________________________________________

Witness Telephone Numbers:___________________________________

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