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EXHIBIT 10.2  


 
 

EMPLOYMENT AGREEMENT    
    


        Employment Agreement made as of the 10th day of June 2002 by and between 3eee, Inc. (the "Company"), a Delaware corporation, and Celso B. Suarez,
Jr. (the "Employee"). 


WITNESETH:  


        WHEREAS, Employee is willing to be employed by the Company as President; and, 


        WHEREAS, the Company is willing to employ Employee as its President. 



        NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth below, the parties hereby agree as follows: 


1. EMPLOYMENT  


        1.1    POSITION AND DUTIES.    The Company shall employ Employee to serve in and to have the authority and
responsibilities for the position of President, and to perform such other duties as relate to such positions or for such other position and duties as the Board of Directors of the Company (the
"Board") in its discretion may from time to time determine and assign him. The Board will have the authority to determine the means and manner by which Employee is to perform his duties. 


        1.2    COMPLIANCE WITH POLICIES AND LAWS.    Employee will at all times comply with all applicable policies, standards
and regulations of the Company as may be established from time to time and will comply with all applicable laws and regulations. 


        1.3    PERSONAL SERVICE.    Employee's personal performance of his duties is the essence of this Agreement. Employee's
rights and obligations under this Agreement are not assignable by Employee. 


2. COMPENSATION  


        2.1    BASE SALARY.    For all services to be rendered by Employee in any capacity hereunder, including services as an
officer, director, member of any committee or any other duties assigned to him by the directors or officers of the Company, the Company and Employee agree that Employee will take no pay as an initial
base salary, and the Company agrees to give, and Employee agrees to accept Two Hundred Fifty Thousand (250,000) Rule 144 restricted shares of Company stock valued at one cent per share. 


        2.2    OTHER BENEFITS.    Employee shall be entitled to such fringe benefits, as may be agreed to by the parties and
determined at a later date as are customarily provided to the senior executives of the Company as determined by the Board of Directors of the Company and as provided by the terms of the applicable
benefit plans. 


        2.3    REIMBURSEMENT EXPENSES.    The Company shall reimburse travel; entertainment and other expenses incurred by
Employee in connection with the performance of his duties in accordance with such policies as may be adopted from time to time by the Company. 


3. TERM OF THE AGREEMENT  


        Employee's employment under this Agreement will commence June 10, 2002 subject to early termination as provided in Paragraph 4 below, for a term of one (1) year. 





 


4. EARLY TERMINATION; SEVERANCE  


        4.1   Employee's
employment under this Agreement may or will, as appropriate, be terminated prior to the expiration of the term set forth above in Paragraph 3 in the following
circumstances: 



        a.     Disability:
If Employee is disabled and fails to perform his duties hereunder on account of illness or other incapacity which prevents Employee from performing his duties
for a continuous period of ninety days, the Company thereafter may, upon ten days written notice, terminate Employee's employment under this Agreement. 


        b.     Death.
In the event of the death of Employee, this Agreement will terminate immediately. 


        c.     By
the Company for Cause. The Company may terminate Employee's employment under this Agreement for Cause. For purposes of this subparagraph, the Company will have "Cause"
to terminate this Agreement upon (i) the willful and continued failure by Employee to substantially perform his duties hereunder (other than such failure resulting from Employee's incapacity due to
physical or mental illness), after a written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes the Employee has not
substantially performed his duties, or (ii) the willful engaging by the Employee in misconduct which is materially injurious to the Company, monetarily or otherwise, (iii) the willful violation by
Employee of the provisions of this Agreement, (iv) a material breach of any fiduciary duty owed by Employee to the Company or its relationships with employees, suppliers, customers or others with whom
the Company does business or (v) the habitual or repeated misuse of alcohol or controlled substances. For purposes of the subparagraph, no act, or failure to act, on Employee's part shall be
considered "willful" unless done, or omitted to be done, by him not in good faith or without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the
foregoing, Employee will not be deemed to have been terminated for Cause without reasonable notice to Employee setting forth the reasons for the Company's intention to terminate for Cause, an
opportunity for Employee to be heard before the Board, and thereafter, a determination that in the good faith opinion of the Board, "Cause" exists within the meanings set forth in clause (I), (ii),
(iii), (iv) or (v) of this subparagraph. 


        d.     By
Company Without Cause. The Company may terminate Employee's employment under this Agreement unilaterally at any time for any reason or for no reason by giving Employee
thirty (30) days advance notice of the intention to terminate. Employee may at the sole discretion of the Company, be relieved of his duties during such thirty (30) day period, although Employee must
be paid during this period. 


        e.     By
Employee. Employee may terminate his employment under this Agreement at any time upon thirty (30) days written notice to the Company. Employee may, at the sole
discretion of the Company, be relieved of his duties during such thirty-day period, but continue to be paid during such period. 



	4.2
	In
the event of termination of Employee's employment prior to the end of the Term, Employee shall be entitled to severance payments payable on the date of termination as follows: 



        a.     In
the event the Employee's is terminated due to Employee's death or disability, the Employee or Employee's estate shall be entitled to a payment equal to the sum of (i)
any accrued salary and accrued vacation which has not been paid, and (ii) any expense reimbursement due and owing to him at the time of such termination. 


        b.     In
the event the Employee's employment is terminated by the Company without Cause as defined above, or Employee terminates his employment for good reason (as hereafter
defined), the Employee shall be entitled to a payment equal to the sum of (i) three months of then current base 



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annual
salary, and (ii) any accrued salary and accrued vacation which has not been paid, and (iii) any expense reimbursement due and owing to him at the time of such termination. 


        c.     In
the event that Employee's employment is terminated by the Company for Cause or is terminated by Employee voluntarily prior to the end of the Term other that for Good
Reason, Employee shall not be entitled to any severance payment. 




        4.3   For
purposes hereof: 


        "Good
Reason: is defined to mean (i) the Board substantially diminishing Employee's responsibilities and activities to a degree which is not commensurate with the position held by
Employee: or (ii) the Board taking action in material breach of this Agreement; or (iii) the voluntary resignation of Employee at any time within thirty days after a Change in Control (as hereinafter
defined) 


        "Change
in Control: shall mean any transaction or series of transactions (including, without limitation, a tender offer, merger or consolidation) the result of which is that any "person"
or "group" (within the
meaning of Section 13 (d) and 14 (d)(2) of the Securities Exchange Act of 1934, as amended). Other than trusts for the benefit of any of the foregoing or their respective families, and any "person" or
"group" solicited by any of such persons: (i) becomes the beneficial owner of more than 50 percent of the total aggregate voting power of all classes of the voting stock of the Company and/or warrants
or options to acquire such voting stock, calculated on a fully diluted basis; or (ii) acquires all or substantially all of the assets of the Company. 


5. COVENANT NOT TO COMPETE; CONFIDENTIALITY  


        5.1    Non-competition.    



        a.     Employee
acknowledges and understands that the Business (as defined below) in which the Company is engaged can be and will be effectively and efficiently conducted
anywhere in the world and the Company's business is international in scope (as opposed to national and regional). Therefore, as a material consideration of the Company's entering into this Agreement,
Employee agrees that during the Term and for a period of two years following termination of Employee's employment under this Agreement for any reason whatsoever, in the entire world, directly or
indirectly, Employee shall not, in any location whatsoever, (i) own (as a proprietor, partner, stockholder, or otherwise) an interest in or (ii) participate (as an officer, director, or in any
capacity) in the management, operation or control of, or (iii) perform services as or act in the capacity of an employee, independent contractor, consultant or agent of any enterprise, which competes,
or intends to compete with the Company's Business (the "Non-Compete Covenant") except with prior written consent of the Board, which consent may be withheld or granted in the Board's sole and absolute
discretion. The Company's "Business" as that term is used in this Paragraph 5.1 means prepaid wireless, and fixed wireless communications, and/or the wireless communications business. 



        b.     Notwithstanding
the foregoing, in the event that Employee's employment is terminated due to expiration of the Term without early termination under Section 4, and
Employee's employment is not otherwise renewed; Employee shall not be bound to the Non-Compete Covenant unless the Company makes the following election. The Company shall have the option to bind
Employee to the Non-Compete Covenant for two years after the termination of his employment due to expiration of the Term by electing to do so and agreeing to pay to Employee the Non-Compete
Consideration (as hereinafter defined) in equal monthly installments over the two-year period. To make such election, the Company shall give the Employee notice of such election (which shall include
an agreement to pay the Non-Compete Consideration) by no later that the Election Date (as hereinafter defined). Failure to give such notice by the Election Date 



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shall
be deemed an election by the Company not to bind Employee to the Non-Compete Covenant for the two-year period following the expiration of the Term. In the event that the Company shall default on
its payment of any installment of the Non-Compete Consideration, Employee shall be relieved from the Non-Compete Covenant, in addition to any other rights and remedies which Employee may have. For
purposes hereof; the "Non-Compete Consideration" is the amount equal to the current base annual salary being paid to Employee on the day prior to the date of expiration of the Term, and the "Election
Date" is the date, which is three (3) months prior to the date on which the Term expires. 




        5.2    Covenant Not to Promote Termination of Relationships.    As a material consideration for the Company's entering
into this Agreement, Employee covenants and agrees that for a period of two years commencing on the termination of Employee's employment with the Company, Employee shall not persuade or entice, or
attempt to persuade or entice any customer or client of the Company to terminate its business or contractual relationship with the Company, or refrain from establishing any such relationship with the
Company. 


        5.3    Inducement of Breach.    Employee shall promptly notify the Company if any person, firm, partnership, Limited
Liability Company, association, corporation or other entity attempts to induce Employee to breach any of the terms or provisions of this Agreement. 


        5.4    Confidentially.    Employee acknowledges and agrees that all product or service information, marketing
information, lists or identities of the Company's customers, pricing and cost information, financial information, technical data, technical know-how, and other information and data related to the
Company's business ("Confidential Information") are valuable assets of the Company except for Confidential Information which is a matter of public record through no action or fault of the Employee.
Employee shall not, during the Term or after termination of Employee's employment hereunder for any reason whatsoever, use, divulge, disclose, or communicate any Confidential Information to any
entity, except with the prior consent of the Board of Directors of the Company, which consent may be withheld or granted in the Board" sole and absolute discretion. 



        5.5    Return of Documents.    Employee acknowledges and agrees that all originals and copies of records, reports,
documents, lists, memoranda, notes and other documentation related to the business of the
Company or containing any Confidential Information shall be the sole and exclusive property of the Company and shall be returned to the Company by Employee upon termination of Employee's employment
hereunder for any reason whatsoever, or upon the written request of the Company at any time. 


        5.6    No Solicitation.    As a material consideration of the Company's entering into this agreement, Employee
covenants and agrees that during the Term and for a period of two years after the termination of Employee's employment hereunder for any reason whatsoever, neither Employee, nor any person or entity
controlled by Employee (including without limitation, members of Employee's family), shall directly or indirectly; (i) solicit for employment any person employed by, or serving as a consultant to, the
Company or the Company's affiliates, successors or assigns or (ii) solicit or aid in the solicitation of persons or business entities with whom the Company has done business or with whom the Company
has attempted to do business. 


        5.7    Equitable Relief; Other Remedies.    Employee acknowledges and agrees that it would be difficult to measure
damage to the Company from any breach by Employee of any matter described in this Section 5 of this Agreement and that monetary damages would be an inadequate remedy for any such breach. Accordingly,
Employee agrees that if Employee shall directly or indirectly breach or take steps preliminary to breaching any of the provisions of this Section 5 of this Agreement, the Company shall be entitled, in
addition to all other remedies it may have at law or in equity, to an injunction or other appropriate orders or equitable relief to restrain any such breach, without showing or proving any actual
damaged sustained by the Company. Employee further agrees that, for any period during which 


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breach
of any provision of this Agreement has not been enjoined, the Company shall be entitled, upon proof of same, to actual and consequential damages caused by such breach, including, but not
limited to loss of business relationships, loss of goodwill and loss of prospective business and advantage. 


        5.8    No Release.    Employee agrees that the termination of this Agreement shall not release Employee from any of
Employee's obligations under this Section 5, all of which survive such termination. 


6. INDEMNIFICATION  


        To the fullest extent permitted under the law, the Company will defend, advance funds, indemnify and hold Employee harmless with respect to any expenses incurred,
claims against and other liabilities arising in connection with any actual or threatened action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (including any
suit proceeding by or in the right of the Company) to which Employee is made a party, is threatened to be made a party or is an actual or potential witness by reason of the fact that Employee is an
officer, employee, director or agent of the Company, or at the request of the Company, an officer, employee, director or agent of any other entity
unless, in connection with such action, suit or proceeding or in connection with the claims made therein, Employee has engaged in acts of bad faith, willful misconduct, gross negligence or reckless
disregard of his duties to the Company or the best interests of the Company. 


7. GENERAL PROVISIONS  


        7.1    Entire Agreement.    This Agreement contains the entire agreement and understanding of the parties with respect
to the employment of Employee by the Company and supersedes all prior and contemporaneous agreements between them with respect to such subject matter. 



        7.2    Modification.    This Agreement may not be changed, modified, released, discharged, abandoned, or otherwise
amended, in whole or in part, except by an instrument in writing, signed by an employee and an authorized officer of the Company. 


        7.3    Waiver.    Failure of any party at any time to require performance of any provision of this Agreement shall not
limit such party's right to enforce such provision, nor shall any waiver of any breach of this Agreement constitute a waiver of such provision itself. No attempted or purposed waiver of any provision
of this Agreement shall be effective unless set forth in writing and signed by the party to be bound. 



        7.4    Severability.    The agreements and covenants contained in this Agreement are severable, and in the event any
of the agreements and covenants contained in this Agreement should be held to be invalid by an arbitrator or by any court or tribunal of competent jurisdiction, this agreement shall be interpreted as
if such valid agreements and covenants were not contained herein; provided however, that if any legal proceeding or arbitrator or a court shall hold unenforceable the covenants contained in Section 5
above by reason of their geographic extent or duration or otherwise, any such covenant shall be reduced in scope to the extent requires by law and enforced in its reduced form. 



        7.5    Governing Law.    This Agreement will be governed by and constructed in accordance with the laws of the State
of Delaware in the County of Newcastle. 


        7.6    Controversies or Disputes.    Any controversy, claim, or dispute arising under or relating to this Agreement,
or that arises out of or that is based upon the employment relationship (including any wage claim, any claim for wrongful termination, or any claim based upon any statue, regulation, or law including
those concerning employment discrimination, sexual harassment, civil rights, age or disabilities), including tort claims (except a tort that is a " compensable injury" under workers' compensation
law), or a dispute between the parties that arose or arises before, during or after employment, other than any matter as to which a party seeks injunctive relief, shall be resolved by a 


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single,
neutral arbitrator in an arbitration conducted in Delaware in accordance with the then current rules of commercial arbitration of the American Arbitration Association. Employee and the Company
agree that neither party is entitled to recover punitive damages. The decision or award rendered by the arbitrator shall be final, nonappealable and binding upon the parties, and judgment may be
entered upon it in accordance with applicable law in a court of competent jurisdiction. The arbitrator shall be an attorney with at least ten years of experience in employment law. Arbitration in
accordance with this paragraph is the sole and exclusive method, means and procedure to resolve any and all claims or disputes other than those seeking exclusively injunctive relief. Employee and the
Company hereby irrevocably waive any and all rights to resolve disputes in a manner contrary to the provisions of this paragraph. Any and all attempts to circumvent the terms in this paragraph shall
be null and void and of no force and effect whatsoever. 


8. NOTICES  


        Any notice given pursuant this Agreement shall be in writing and shall be deemed given on the earlier of the date the notice is (I) personally delivered to the
party to be notified, (ii) mailed, postage prepaid, certified with return receipt requested, addressed as follows, or to such other address as a party may from time to time designate by notice to the
other party, or (iii) delivered at the party's address via courier service. 




To
the Company: 3eee, Inc.

2207 Concorde Pike, Suite 551

Wilmington Delaware 19803

Attention: Celso B. Suarez, Jr. 


To
the Employee: Celso B. Suarez, Jr.

P.O. Box 701008

Houston, Texas 77270 





3eee,
Inc. 



	

By:	
 	

/s/  JOHN F. PASSALAQUA      
 John F. Passalaqua

Its Secretary

Duly Authorized	
 	

 
	

Employee	
 	

 
	

By:	
 	

/s/  CELSO B. SUAREZ, JR.      
 Celso B. Suarez, Jr.	
 	

 




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EMPLOYMENT AGREEMENT